Termination of DDU: how to terminate DDU and return the money in 2022

Last update: 09/04/2021

Question:

I invested in the purchase of an apartment in a building under construction and entered into a DDU agreement with the Developer. The house has not been completed yet. Can I terminate the DDU unilaterally and get my money back? What reasons are needed for this, and what is the procedure?

Answer:

The law allows the shareholder to terminate the Equity Participation Agreement (EPA) concluded with the Developer, but only in certain cases, and if there are grounds specified by law. The shareholder's desire alone will not be enough here.

We will tell you about the possibilities and risks of terminating the DDU for the shareholder in order.

The law FZ-214, well-known in the primary housing market, gives each participant in shared construction the right to unilaterally refuse to execute the shared participation agreement at any stage of the construction of a house. This is the termination of the DDU . This right is enshrined in Article 9 of Law FZ-214.

unilaterally terminated by both the shareholder and the Developer himself. In addition, the contract can be terminated by agreement of the parties , or in court (more on this below).

In all these cases, the Developer is obliged to return the money paid under the contract to the shareholder.

The developer has the right to unilaterally terminate the contract for only one reason - late payment of the contract by the shareholder (clause 4, clause 5, article 5, Federal Law-214) - and then only after 30 days after a written warning to the shareholder about his debt and about the consequences of his non-payments (clause 3, article 9, Federal Law-214).

The shareholder can terminate the DDU for a number of reasons . The law here is clearly on the side of individuals. What reasons can allow a shareholder to unilaterally refuse to fulfill an agreement with the Developer?

By what criteria to determine the reliability and stability of the Developer - see the corresponding step of the Instructions, following the link.

Is it possible to terminate a share participation agreement?

It is possible to terminate the contract if there are confirmed reasons. According to Article 9 214-FZ, there are 4 variations of termination of a shared construction contract. These include:

unilateral termination of the DDU at the initiative of the developer;
unilateral termination of the DDU at the initiative of the shareholder;
bilaterally, i.e. by agreement of the parties;
through the court.

If the DDU is terminated in any situation, the developer makes a refund, i.e. the money is returned to the buyer after termination of the contract. The construction organization pays penalties and interest for the use of the shareholder’s money only when the rules and laws in relation to the citizen are violated. Upon termination of the contract, this operation must be formalized in Rosreestr. Is it possible to terminate the DDU after registration?

Important! The contract is terminated before the Transfer and Acceptance Certificate is signed. Once it is registered, the obligations are considered fulfilled.

As a result of termination, litigation may begin, especially when the organization has gone bankrupt and it is necessary to return its funds. Judicial practice shows that more often the court sides with individuals if they have all the reasons to close the contract, and their written confirmation (not only documents, but also photographs of the frozen construction or changed layout are attached to the claim).

Risks

There are risks for citizens when terminating a pre-employment contract:

waste of precious time;
waste of money;
loss of apartment.

Before terminating the contract with the developer, you need to find out whether the developer has money after the transaction in order to return it for the contract and terminate the DDU. There are cases when the shareholder waives the right of pledge on the completed project, and the developer at this time becomes bankrupt, so he has no money to return. If, for example, a citizen did not terminate the contract, but waited until the house was completed or the organization was declared bankrupt, then it would be possible to return the money through the court.

How to draw up a notice and send it to the developer

Notifying the developer is a significant step that carries specific legal consequences. It is very important to draw it up correctly and legally. It states:

date and place of writing the notice;
DDU number and details;
clauses of the DDU violated by the developer, that is, the reasons for termination;
clearly and correctly formulated claims;
references to legislative acts and their articles must be provided;
demand for the return of funds and payment of penalties due for payment (the amount is calculated by the shareholder independently);
debt repayment terms;
details where the developer should transfer funds;
details of the parties.

The notification, together with the completed inventory, is sent by registered mail to the legal address of the developer.

Note! By law, the DDU is considered terminated from the moment the notice is sent.

For the shareholder, it does not matter at all when the developer receives this letter. After this, the latter has exactly 30 days, or the period specified for fulfilling all the requirements in the claim, within which he must fulfill the requirements or refuse them (clause 2 of Article 452 of the Civil Code of the Russian Federation). The developer must respond about his decision with a motivated letter in simple written form.

Timely compliance with the requirements specified in the notification is very rare. Delaying the return of money and paying interest is a reason for the shareholder to file a claim for termination of the DDU and the opportunity to sue for compensation that significantly exceeds the amount specified in the notice.

Termination of the DDU unilaterally at the initiative of the shareholder

Upon termination of the contract, the construction organization does not have the right to request payment of any fines from the buyer, in accordance with the regulations of the Law on the Protection of Consumer Rights, Art. 32. Also art. 333.33 of the Tax Code of the Russian Federation states that for unilateral and judicial procedures there is no need to pay state duty.

The developer may propose not to liquidate the agreement, but simply assign its rights to the share to another individual, i.e. to the buyer (often these are relatives or employees of the developer). The advantage of this method is that funds are transferred immediately at the time of the transaction. But there is also a minus - this is paying tax on the sale of an apartment of more than 1,000,000 rubles, if it has been owned by the buyer for less than 3 years.

The agreement can be liquidated at the request of the shareholder:

Delay in delivery of the object by more than 60 days.
The quality of construction has been compromised.
The obligations of developers were violated in accordance with Part 2 of Article 7 and Part 3 of Art. 15.1 Federal Law No. 214.

Procedure

How to terminate a child care agreement? DDU should be eliminated as follows:

Draw up an application for termination of the equity participation agreement at the initiative of the shareholder and send it to the developer. It must contain: the reason for termination (Federal Law No. 214), calculations, details for the developer to transfer money or the date of the citizen’s personal visit to the organization for payment.

The termination application form (notice) can be downloaded here. A sample notice to download here.

If the developer does not fulfill your conditions within 20 days, then you need to write a lawsuit and send it to the judge. All evidence must be attached to the statement of claim, i.e. reasons for closing the contract.

Documentation

If the agreement can be terminated voluntarily, then it is necessary to submit the following documentation to Rosreestr, which is usually submitted by the shareholder:

identification;
DDU.

And if you have to go through a courtroom, then the following must be attached to the claim:

copy of DDU;
papers confirming violations by the construction organization;
if there is a refusal from the construction organization, then a copy of it;
calculation of losses and moral damage;
paid state duty.

Deadlines

From what moment is it considered terminated? Many people think when this action will be registered by the state is incorrect. The document is considered terminated from the date the shareholder sends an application or notice of termination of the shareholder to the developer (sample). After 20 days, the citizen can appear at Rosreestr and officially confirm the liquidation of the document, i.e. register the closure of the preschool.

The Supreme Court indicated in which cases evasion of state registration of a preschool educational institution is self-defense of its participant

On January 21, the Supreme Court of the Russian Federation issued Ruling No. 305-ES18-18763 on a dispute about forcing a participant in a residential building, who leased a land plot on which a residential complex was being built, to register the contracts he signed with the developer in Rosreestr.

Facts of the case

In April 2012, the administration of Khimki (lessor) and Monolever-Trade CJSC (tenant) entered into a lease agreement for a land plot for the construction and operation of a shopping and business center for a period of 49 years. Subsequently, the tenant of the site became Unitex CJSC, which transferred its rights to the land to the developer PC Bylovo LLC for 318 million rubles. The agreement on the transfer of lease rights was registered by Rosreestr.

On December 1, 2021, both organizations signed four agreements for participation in the shared construction of multi-apartment residential buildings. The terms of the DDU provided for the transfer by the developer to the other party of the contract of apartments and related facilities no later than the 4th quarter of 2019. Later, the parties changed the procedure for payment of rental rights for land received by the developer - the construction company intended to pay its counterparty with apartments in new residential buildings. In this document, the parties also provided for the right of ZAO Unitex to refuse to fulfill the agreement and demand the return of the land plot unilaterally out of court if the developer violates the procedure for fulfilling its own obligations from the moment of notification to the latter.

On December 23, 2021, the developer, via a telegram, demanded from the company the appearance of its authorized representative for the state registration of the child-care center; the message was duplicated by courier services. Despite the lack of response from Unitex, the documents were submitted to the Office of Rosreestr for the Moscow Region. At the beginning of 2021, the developer notified the counterparty of the suspension of the registration procedure for the DDU due to the latter’s lack of application, payment of the state duty, as well as approval of the transactions by the general meeting of the JSC’s participants. Subsequently, the registration authority refused to register the DDU due to the failure of a Unitex representative to appear.

Subsequently, PC “Bylovo” filed a lawsuit against JSC “Unitex” for state registration of the DDU signed by the parties, citing the fact that the defendant was evading this procedure.

The courts differed in their assessments of the case

The first instance refused to satisfy the claim, noting that the deadline for fulfilling the obligation to transfer documents for state registration to Rosreestr expired on December 8, 2021. However, before this date and after one year after the plaintiff did not take any actions to register the DDU. The court added that the plaintiff, being a specialized developer, was aware of the need to register the disputed agreements, since it was he who was entrusted with such a responsibility. In addition, it was noted that the beginning of the statute of limitations for the requirement for state registration of child development units is the day of their signing, so the developer’s claim was filed outside its borders.

Initially, the appeal overturned the decision of the lower court and satisfied the developer’s claim, but subsequently it canceled its decision due to newly discovered circumstances, since the DDUs were terminated in court due to the impossibility of their execution on time due to the fact that the developer did not begin construction of the facilities (case No. A41-25422/2018).

With a new decision, the appeal court upheld the first instance decision. At the same time, he not only supported the lower court’s conclusion that the plaintiff had missed the statute of limitations, but also indicated that satisfying the claim would have led to the plaintiff retaining the right to lease the land plots. Thus, the plaintiff’s actions aimed at registering the DDU were regarded as an abuse of right. Consequently, the actions of the defendant should be considered not as an evasion from registration of such agreements, but as a method of self-defense.

Subsequently, the district court overturned the judicial acts of two instances. The cassation considered that the plaintiff learned about Unitex’s evasion from the state registration of the DDU only when the defendant did not appear at the appointed time to submit documents to the authorized body, therefore the statute of limitations had not been missed. The district court noted that the conclusion of the lower courts about the termination or suspension of construction by the developer could not be used by them as the basis for the decision to refuse to satisfy the claim for state registration of the DDU.

The Supreme Court confirmed the abuse of rights by the plaintiff

With reference to the district court's significant violations of the law, the discrepancy between its conclusions and the actual circumstances of the case and the evidence available in the case, Unitex CJSC filed a cassation appeal to the Supreme Court of the Russian Federation. At first, a judge of the RF Supreme Court refused to accept the complaint for consideration by the Judicial Collegium for Economic Disputes. But after the applicant’s appeal to the chairman of the above-mentioned judicial board, Oleg Sviridenko, the latter ordered that the company’s complaint be considered at a board meeting.

After studying the materials of case No. A41-19914/201, the highest court recalled the need to establish the fact of unjustified evasion of one party from state registration of a transaction when the courts resolve the issue of satisfying a claim for such a procedure. To do this, it is necessary to take into account the proof that the plaintiff has a legal right to register a transaction and the absence of signs of abuse of rights in his actions (Article 10 of the Civil Code of the Russian Federation). At the same time, the fact of state registration does not affect the emergence of the rights and obligations of the parties to the agreement in relation to each other, since the purpose of the above procedure is to create the opportunity for an unlimited number of third parties to learn about the existence of such an agreement.

“In the present case, the courts established that at the time of consideration of the dispute, the plaintiff was already in arrears in fulfilling the obligation to transfer the apartments, had not started construction of the apartment building, and the construction permit was issued to another person. Accordingly, in this case, state registration is aimed at creating the appearance of the existence of an executable agreement, while the deadline for fulfilling the obligation to transfer apartments has already arrived, the developer is in arrears, has not begun to fulfill the obligation, does not have and at the time of consideration of the dispute in lower instances did not have a subjective the ability to fulfill obligations under the contract,” noted in the definition.

With reference to the Resolution of the Plenum of the Supreme Court of the Russian Federation dated June 23, 2015 No. 25, the Court noted that the behavior of one of the parties can be considered dishonest not only if there is a substantiated statement from the other party, but also on the initiative of the court, if there is an obvious deviation from the actions of a participant in civil transactions from conscientious behavior. Therefore, the court has the right, on its own initiative, to refuse to protect the rights of an abusing person (Clause 2 of Article 10 of the Civil Code of the Russian Federation).

“In establishing signs of abuse of rights in the behavior of the defendant, the courts of first and appellate instances rightfully proceeded from the totality of the following circumstances. For a long time (more than one year) from the moment of signing the disputed agreements, the plaintiff did not take actions depending on him aimed at state registration of agreements: he did not make a proposal to the defendant to carry out state registration of equity participation agreements, and also did not independently contact the registration authority with with a corresponding statement, despite the fact that the obligation for state registration is assigned to him by the terms of the contracts,” the Court noted.

He pointed out that during the consideration of the case, the plaintiff did not give reasons and grounds for why he did not take the necessary actions for the purpose of state registration of contracts for a long time. On the date of filing the claim, PC “Bylovo” knowingly knew that the disputed contracts would not be fulfilled on its part, which was prejudicially established during the consideration of case No. A41-25422/18 and confirmed by the conclusions of the forensic examination.

The Supreme Court added that the developer did not begin construction of houses either within the deadlines established by the contracts, or during the consideration of this case by the courts of three instances. The PC company Bylovo did not publish the project declaration and quarterly changes to it, and did not submit civil liability insurance policies for the developer. In addition, it transferred the lease rights to the land plot to a third-party organization represented by ZHILSTROY LLC, which is not the developer in the disputed legal relationship.

The highest court indicated that at a court hearing in the Supreme Court of the Russian Federation, a representative of PC Bylovo confirmed that his organization is not a developer, the construction permit was obtained by the ZHILSTROY company. In case No. A41-52370/2019, the court terminated the agreement on the transfer of rental rights between Unitex and PC Bylovo, as well as the latter’s assignment to the ZHILSTROY company, therefore the developer is obliged to transfer the plot to the defendant. Thus, the Supreme Court canceled the decision of the district court and upheld the judicial acts of the first and second instances.

Experts supported the Court's findings

Commenting on the definition, project manager of the Bureau of Chartered Attorneys "Freitak and Sons", Ph.D. Viktor Spesivov drew attention to the circumstances under which it was issued. “Initially, the Supreme Court refused to transfer the cassation appeal to the applicant for consideration at the court hearing. In 99.9999% of cases, this is where the story of court cases ends: one side of the dispute rejoices, the other side accepts defeat. I myself, having encountered in practice persistent requests from a client to write a complaint in accordance with Part 8 of Art. 291.6 of the Arbitration Procedure Code of the Russian Federation, I always warned that this was a pointless waste of time, and this is exactly what happened in my practice and in the practice of all my friends. And this case demonstrated that the institution of appeal in accordance with Part 8 of Art. 291.6 of the Russian Federation Agrarian and Industrial Complex really works!” – noted the expert.

In his opinion, in the case under consideration, from the very beginning it was obvious that the plaintiff had abused his right within the meaning of Art. 10 of the Civil Code of the Russian Federation, and therefore the claim was not subject to satisfaction. “There would be nothing unexpected in such an outcome of the case; similar reasoning has been used by the courts in many cases with a variety of circumstances for quite a long time, and practicing lawyers have become accustomed to this approach of the courts. This case would not have formed any new practice of consideration if not for the unfortunate incorrect determination by the courts of the beginning of the calculation of the limitation period. The piquancy of the situation was given precisely by the unexpected decision of the district, in which the judges approached legal relations too formally and “threw the baby out with the bathwater,” namely: having pointed out the errors of the lower courts regarding the calculation of the statute of limitations, they did not look at the merits of the case and satisfied the claim. It is difficult to even imagine the consequences for the tangle of interests of the companies Zhilstroy, PC Bylovo and Unitex, and most importantly - for ordinary shareholders, if the district resolution remained in force. But all’s well that ends well, because in the end the Supreme Court made the only correct decision in this situation,” concluded Viktor Spesivov.

Leading lawyer of the Commonwealth of Land Lawyers Pavel Lobachev believes that this case is an excellent example of the application of Art. 10 Civil Code of the Russian Federation. “The developer asked to register the DDU, which, as he indicated, he does not plan to comply with, and therefore the court, on the basis of this norm, raised the question of the purpose of stating such a requirement,” he noted.

According to the expert, one of the objectives of registering an agreement, as noted by the Supreme Court, is to protect the rights of the shareholder, and in this case the shareholder actually refused to register the agreement. “In addition, the Court appropriately referred to the principle of contrariety and indicated that since the contract is valid without state registration, it is necessary for the plaintiff to give the appearance of the existence of a contractual relationship. Taking this into account, he considered that the developer failed to provide a convincing justification for what legitimate interest he was pursuing, and therefore concluded: the stated requirement cannot be satisfied. Taking into account the established circumstances of the case, one should agree with the definition adopted by him. It seems that since the RF Supreme Court had doubts about the good faith of the plaintiff’s actions, it, while resolving formally legitimate requirements for registration of the agreement, justifiably applied Art. 10 of the Civil Code of the Russian Federation,” says the lawyer.

Termination of DDU by agreement of the parties

It is usually not difficult to terminate a DDU with the consent of both parties. The only thing you need to pay is a state fee at Rosreestr in the amount of 350 rubles. Typically, the costs are borne by the developer, and in principle, those who wish to do so are paid for - either the buyer or the construction organization.

Procedure

One party notifies the other in writing of the basis for terminating the contract.
If the decision is positive, a date and location are set for drawing up the agreement documents.
Draw up an agreement to terminate the DDU by agreement of the parties ().
They discuss the time and principle of how the money is returned: termination of the contractual agreement by agreement of the parties involves the return of the money.
Formalize the termination of the agreement for participation in shared construction with the registration authorities.

Documentation

Rosreestr or MFC prepares:

agreement (it is better to provide it in printed form on a computer, a simple written form is suitable, it is also necessary to have the signatures of both parties);
ID card of the shareholder;
payment document confirming payment of state duty;
other papers if necessary for the registration chamber.

Deadlines

As for the timing of termination of the contract with the developer, they are discussed by the parties. Rosreestr reviews the documents within 7-10 days, after which both parties come with a receipt and pick up the finished document confirming the fact of termination of obligations.

We are writing a complaint

The claim must be submitted in writing and preferably in one of the following ways:

Hand over personally to the developer's official, the claim is prepared in 2 copies - one for the developer, on the second copy the developer's official puts a mark of acceptance, indicating the full name of the official who accepted the claim, his position, and the date of acceptance of the claim.

The claim can be sent by mail, registered mail with notification and a list of attachments. In any case, it should be remembered that the mandatory claim procedure is Federal Law dated December 30, 2004 N 214-FZ (as amended on July 13, 2015) “On participation in shared-equity construction of apartment buildings and other real estate and on amendments to certain legislative acts of the Russian Federation.” Federation" (as amended and supplemented, entered into force on October 1, 2015), not established. To submit a claim before going to court, unless otherwise provided by the contract, is the right of a participant in shared construction

Termination of DDU at the initiative of the developer

The developer has the right to terminate the contractual relationship if:

The shareholder is overdue for payments by more than 60 days if the payment is a one-time payment.
The citizen did not deposit the money according to the established deadline if payment is made in installments. Usually the contractual relationship is terminated after there is no payment within 60 days.
Payments were missed 3 times during the year.

Procedure

According to Federal Law (FZ) No. 214, the developer has the right to liquidate the contract on his own initiative. If the above reasons occur, you need to:

Send a registered notification to the shareholder with a request to repay the debt and the consequences of non-payment.
After a month, if the shareholder has not taken any action on the DDU, the developer can terminate the contract.

Documentation

DDU;
application for registration of the agreement;
passport (for a proxy plus power of attorney);
consent of the spouse to purchase a “share”;
collateral documents for a mortgage;
design documentation;
paid state duty.

Deadlines

If the organization sent a notice of termination of the DDU in case of non-payment, and a month has passed since sending, then the document may be considered terminated. After submitting the registration papers, they wait 7-10 days and receive documentation of the liquidation of the contract.

Compilation rules

When creating an additional agreement, you need to take these rules into account:

It is advisable to indicate the names of the parties in the same way as they are indicated in the contract.
It is necessary to provide all data to identify the contract that is being terminated. In particular, it is required to reflect the date and number, name.
The date from which the contract will be considered terminated is fixed.

The additional agreement must include the number of copies of the document, details of the parties, and signature.

Termination of a share participation agreement in court

It is possible to terminate an equity participation agreement in court if the obligations of one of the parties to the contractual relationship are not fulfilled, if the developer:

stopped or suspended the construction of the facility;
the house design has been changed;
the purpose of the building has changed;
other obligations according to the clauses of the agreement.

Procedure

Send a registered notice to the construction organization.
File a lawsuit. It reflects information about the developer; data from an individual’s passport; grounds for termination of the contract; demands for refund; an application for payment of interest for the use of a citizen’s funds; compensation payments; upon termination of the contractual relationship with the mortgage, indicate all losses incurred (loan interest, insurance premiums). the statement of claim can be found here.
The court makes a decision.
The court decision is executed by the developer.
If the court decision is not executed, the plaintiff has the right to apply to the court with an additional demand (including for the recovery of interest and damages).

Documentation

The following documentation is provided to the court:

copy of the agreement;
evidence of non-fulfillment of the developer’s requirements;
if available, a copy of the refusal to terminate the DDU unilaterally;
calculation of penalties;
paid state duty.

Deadlines

Funds must be returned to the buyer within 10 business days. If they are not received within these days, the citizen has the right to appear in court again.

What to do to get your money

If the developer has suspended or frozen construction, there is a danger that his financial situation has worsened. In this case, even a court decision in your favor is not a guarantee of a quick refund .

Alexander Marushchenko Senior Associate

Collect available information about his solvency, guarantors, insurance, relationships with tax authorities, constructed facilities and new projects.

If the financial situation is unstable and there is a possibility of bankruptcy, shareholders receive money in third place (after payments to citizens who suffered health damage and salaries to employees). More often than not, equity holders do not get anything, because... DDUs are concluded by subsidiaries created by construction holdings for a specific project. They only own office equipment and non-essential assets.

If the developer, for objective reasons, is experiencing temporary difficulties, there is no need to rush into terminating the DDU: you could be left without money and an apartment. Preparing to file a claim, collecting documents, scheduling a court hearing, making a decision and its execution will take a lot of time and money. Sometimes it makes sense to wait a little and move into the long-awaited apartment.

If the developer does not have financial problems, he has redirected funds to another project, or construction is proceeding at an unplanned pace, or significant changes have been made to the project - it is necessary to collect evidence, photo and video materials, expert opinions, correspondence with the developer, information about/from him in the media , Internet, from other verified sources. These are the necessary materials for drawing up a justification for the request for termination of the DDU.

Peculiarities of termination of DDU with a mortgage

Today, most real estate transactions involve mortgage funds. It turns out that a third party is involved, in whose interests the whole process is - the bank. As a rule, the DDU is always bank collateral, so the borrower has no right to carry out any transactions without the consent of the bank. Upon termination of the DDU, the court recovers from the construction organization the interest that the citizen paid to the bank as interest on the loan, this also applies to compensation or recovery of losses.

To terminate a DDU with a housing loan you need to:

Notify the banking institution about the termination of the DDU;
Write an application for early repayment, because the bank is recalculating the interest (the borrower can calculate the approximate amount himself by using a mortgage calculator when terminating the tenancy agreement online);
The notification indicates 2 accounts: the shareholder, so that his own funds are returned to him, and a bank account for the return of the loan money.
In court, the bank acts as a third party, i.e. A bank employee must also be present at the meeting.

It is possible for all funds to be transferred to one person (borrower or bank), but only if such conditions are reflected in the mortgage agreement. Sometimes the credit is made to the account of an individual, and only then he independently pays off his debt at the bank. A DDU with a mortgage must be registered with Rosreestr, as well as its termination. In addition, the mortgage record will need to be paid off.

The DDU is terminated upon provision of:

passport;
if there is an agreement;
if unilateral termination, notice;
notarized court decision.

The mortgage encumbrance is removed using the following documents:

certificate of debt repayment from the bank;
general statement of the two parties;
loan agreement;
mortgage with stamp repaid (photocopy and original);
court decision to close the loan.

Procedure and terms of money return

A citizen has the right to terminate the DDU and return the money at any time, often there are good reasons for this, such as:

serious problem in construction;
deficiencies in building codes and living conditions;
The deadline for obtaining the certificate has expired.

Federal Law 214 regulates the procedure and terms for the return of money upon termination of the DDU and, in accordance with clause 2 of Article 9 of the Federal Law, funds under an agreement terminated on a unilateral initiative are transferred within 20 days. According to the court, the developer is given 10 days to return the money after a court decision is made. That is, the period also depends on the time of consideration of the claim by the judge or the application to the MFC or Rosreestr.

On what grounds is it impossible to invalidate an agreement for the assignment of a right of claim?

The following does not invalidate the assignment of a claim:

invalidity of the transferred claim - the assignee only has the right to demand compensation for losses from the assignor (clause 1 of letter No. 120);
impossibility of transferring the claim (clause 8 of resolution No. 54);
transfer of rights of claim under an obligation that the debtor may have only before a special entity, for example a credit institution (clause 2 of the letter of the Supreme Arbitration Court of the Russian Federation No. 120);
an indication of the transfer of rights of claim only after they have been paid (resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation dated March 30, 2010 No. 16283/09 in case No. A34-571/2009);
lack of indication of the amount of payment for the right - in this case, the payment is determined according to the general rules of clause 3 of Art. 424 of the Civil Code of the Russian Federation (clause 3 of resolution No. 54);
absence of registration of assignment of the right of claim arising from an agreement that is subject to state registration - the transaction for the transfer of the right of claim in this case will have consequences for the assignor, assignee, duly notified debtor, but has no legal force for three persons (see paragraph 2 of Resolution No. 54).