- Russian Federation
- Russian Supreme Commercial Court
- First National Pension Fund v. Filipp Yudin
AGENCY CONTRACT BETWEEN TWO RUSSIAN COMPANIES - REFERENCE TO UNIDROIT PRINCIPLES TO SUPPLEMENT THE APPLICABLE DOMESTIC LAW (RUSSIAN LAW)
AGENCY CONTRACT - KIND OF OBLIGATION OF AGENT - WHETHER DUTY TO ACHIEVE A SPECIFIC RESULT OR DUTY OF BEST EFFORTS - CRITERIA TO BE ADOPTED TO DETERMINE KIND OF OBLIGATION OF AGENT THOSE LAID DOWN IN ARTICLE 5.1.4 UNIDROIT PRINCIPLES
Two Russian companies entered into an agency contract according to which the agent undertook to find clients for a non-governmental pension fund. Under the contract terms, the agent’s fees depended on the number of persons that concluded agreements with the fund through the agent. A dispute arose concerning the fees actually to be paid to the agent.
The Court pointed out that under Russian law the agency agreement may be either specific-result or best-efforts oriented. According to the Court in the case at hand the agency agreement required the agent to obtain a specific result. In this context the Court referred to Art. 5.1.4 of the UNIDROIT Principles (“Duty to achieve a specific result. Duty of best efforts”) and pointed out that this provision should be used by courts to determine the criteria of establishing the parties’ contractual rights and duties.