Data
- Date:
- 16-02-2023
- Country:
- Russian Federation
- Number:
- A29-10328/2022
- Court:
- Arbitrazh Court of Komi Republic
- Parties:
- Trest-56 v RemStroyFasad
Keywords
CONSTRUCTION CONTRACT - BETWEEN TWO RUSSIAN COMPANIES – REFERENCE TO UNIDROIT PRINCIPLES TO CONFIRM THE SOLUTION ADOPTED UNDER THE APPLICABLE LAW (RUSSIAN LAW)
AGENT ACTING WITHOUT OR EXCEEDING ITS AUTHORITY - REFERENCE TO UNIDROIT PRINCIPLES (ART. 2.2.5)
Abstract
The claimant sought payment from the respondent for construction works performed under a contract and supplementary agreements. The respondent contested the validity of the agreements, arguing that they were signed not by its general director but by another person, who allegedly lacked authority. It also raised claims of unjust enrichment.
The court examined extensive evidence, including correspondence, acts of acceptance, and payments, concluding that the disputed works were indeed performed by the claimant and accepted by the ultimate customer. In doing so, the court applied both Russian law and Art. 2.2.5 of the UNIDROIT Principles of International Commercial Contracts. It emphasized that if a principal’s conduct reasonably leads a third party to believe that an agent has authority to act on its behalf, the principal cannot later deny such authority. General director’s actions—signing documents, using the company’s seal, negotiating with subcontractors—were deemed attributable to the respondent, especially as its general director was aware and did not object.
The court upheld the validity of the agreements, awarded the contractor its claims, and dismissed the counterclaim. The decision illustrates the alignment between Russian contract law and UNIDROIT Principles, particularly on apparent authority, estoppel, and good faith in contractual performance.
Abstract in English kindly provided by Roman Zykov.
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