- Russian Federation
- N ?32-1846/2014
- Commercial Court of the North Caucasus District of the Russian Federation
- YUMEK-Kommunalnyi Service v. Direction for the Construction and Operation of Objects for Rosgranitsa
SERVICE AGREEMENT BETWEEN TWO RUSSIAN COMPANIES - REFERENCE TO UNIDROIT PRINCIPLES IN SUPPORT OF SOLUTION ADOPTED UNDER APPLICABLE DOMESTIC LAW (RUSSIAN LAW)
SERVICE AGREEMENT - OBLIGATIONS OF SERVICE PROVIDER - DUTY OF BEST EFFORTS - REFERENCE TO RUSSIAN LEGISLATION AND TO ART. 5.1.4 (2)UNIDROIT PRINCIPLES
Two Russian companies entered into a service agreement whereby service provider A was to conduct an energy survey and to provide a programme of energy saving to client B. A dispute arose centred on the question as to whether A had properly performed the contract even if it did not attain a specific result.
Relying on the terms of the service agreement, on Arts. 702, 779, 781 of the Russian Civil Code and on some federal laws (e.g. Law “On Products Supplies for the Federal Needs”), the Court noted that obtaining accurate data on the used energy resources constituted one of the main aims of an energy survey. The Court found that A failed to obtain such data and therefore to properly perform the contract. In this context the Court referred to Art. 5.1.4 (2) of the UNIDROIT Principles (“Duty to achieve a specific result. Duty of best efforts”): “To the extent that an obligation of a party involves a duty of best efforts in the performance of an activity, that party is bound to make such efforts as would be made by a reasonable person of the same kind in the same circumstances”, and although it did not expressly explain why it did so, presumably it has done so to set out the content of A´s obligations vis-à-vis B.