Force Majeure and Material Change of Circumstances in Russia

 

March 31, 2022

BRACE Law Firm ©

Aside from other grounds for the amendment or termination of a contract provided for by law and the agreement of the parties, civil legislation includes such a ground as a "material change of circumstances from which the parties proceeded when entering into the contract." In this regard, a material change of circumstances should be distinguished from "force majeure circumstances," which serve as a ground for exemption of a party from liability for non-performance of an obligation.

The Civil Code of the Russian Federation (Civil Code) does not use the term "force majeure"; instead, it uses the term "circumstances of insuperable force." At the same time, the Chamber of Commerce and Industry of the Russian Federation identifies these concepts in its regulations.[1] Let us examine in more detail under what conditions these institutions are applicable and how they correlate.

Material Change of Circumstances as a Ground for Termination and Amendment of a Contract

A material change of circumstances, from which the parties proceeded when entering into the contract, is a potential ground for its amendment or termination.

However, it should be noted that a change of circumstances is recognized as material when they have changed to such an extent that, if the parties could have reasonably foreseen this, the contract would not have been concluded by them at all or would have been concluded on significantly different terms. It is worth noting that the definition set forth in Article 451 of the Civil Code does not provide an exhaustive understanding that allows for the clear qualification of a specific change of circumstances as material for the purpose of triggering consequences such as the termination or amendment of the contract. Obviously, in each specific case, the competent court must evaluate the presence or absence of such circumstances.

The general criteria for establishing the presence or absence of a material change of circumstances, from which the parties proceeded when entering into the contract, is the simultaneous coincidence of the following conditions:

• The material nature of the change of circumstances;
• The time of the occurrence of the change;
• The ability to reasonably foresee this change.

An analysis of judicial practice shows that even extremely significant events in the economic sphere or legal changes are recognized by courts as a material change of circumstances giving the right to demand the amendment or termination of a contract in far from all cases.

For example, courts do not consider a change in foreign currency exchange rates in itself to be a material change of circumstances. [2] An increase in a debtor's payments expressed in rubles under a loan agreement due to an increase in the exchange rate of the debt currency also does not in itself indicate a change in the balance of property interests of the parties established by the contract. In this regard, a change in the foreign currency exchange rate against the ruble cannot be regarded as a material change of circumstances constituting a ground for amending the contract in accordance with Article 451 of the Civil Code. In this situation, courts point out that, given sharp exchange rate fluctuations prior to the conclusion of the contract, the plaintiffs, by obtaining a loan in foreign currency for a long term, consciously assumed the risk of an increase in the exchange rate of this currency against the ruble.

A sharp deterioration of the company's financial condition is also not recognized by courts as a material change of circumstances. [3] By entering into contractual relations, the parties could and should have taken into account the economic situation and predicted the deterioration of their financial position and the reduction in the number of employees. Current legislation proceeds from the obligation of the parties to perform the obligations assumed under the contract. When concluding a contract, the parties determine its terms based on a reasonable assessment of the circumstances in which it will be performed. At the same time, the state of the economic turnover, trends in its development, and existing mandatory rules that must be observed when performing the contract must be taken into account.

Inflationary processes are also not viewed as a material change of circumstances. Inflationary processes in themselves do not belong to the category of circumstances the occurrence of which could not be foreseen. When entering into contractual relations, the parties should have forecast the economic situation, and therefore could not exclude the probability of price increases during the transaction performance period.

In one of the reviewed cases, the court, refusing to satisfy the request to amend the contract, indicated that the violation of the deadline for the construction of an apartment building, cited by the complainant, also cannot be considered an event the occurrence of which the parties could not foresee. Given the economic situation in the housing construction sector, characterized by a significant number of bad-faith developers violating the rights of citizens participating in shared construction, a delay in the completion of the construction of apartment buildings is a circumstance that the parties should not have excluded at the time of concluding the contract. [4]

Procedure for Amendment or Termination of a Contract upon a Material Change of Circumstances

As a general rule, under materially changed circumstances, a contract may be amended, or if such an agreement is not reached, amended or terminated by a court at the request of an interested party if the following conditions are simultaneously met:

1. At the time of concluding the contract, the parties proceeded from the assumption that such a change of circumstances would not occur.

For example, in one of the reviewed cases, the court, referencing clarifications of the Supreme Court,[5] established that in the given case there was a simultaneous presence of conditions provided for by Sub-clause 4 of Clause 2 of Article 451 of the Civil Code, and took into account the need to support the small and medium business sector, as repeatedly stated in the President's Addresses and Government positions. In this regard, the court partially granted the claims due to the plaintiff proving the objective necessity of creating conditions for restoring its economic position and the amendments to the contract terms proposed by the plaintiff. In the court's opinion, these measures allowed the plaintiff to take steps both to preserve the business and to enable full payment under credit obligations. At the same time, the court refused to satisfy the request to supplement the contract clause with a provision that interest for the use of the loan would not accrue, since this clause contradicts the very essence of a credit agreement (Clause 1 of Article 819 of the Civil Code), the purpose of which for the bank is precisely to receive interest for the use of the funds provided on credit, and rules provided for loan agreements (where an interest-free loan is possible) cannot apply to these legal relations.[6]

2. The change of circumstances was caused by reasons that the interested party could not overcome after their occurrence with the degree of care and prudence required of it by the nature of the contract and the conditions of turnover.

Within the meaning of Article 451 of the Civil Code, circumstances entailing the emergence of a party's right to demand early termination of a contract should be understood as specific events, phenomena, or facts, the occurrence of which the parties could not foresee when concluding the contract, i.e., independent of their will and discretion. From the interpretation of this rule of law, it follows that circumstances that depend on the will of the interested party itself cannot be classified as such (circumstances) at all.

Thus, in one of the reviewed cases, the court, granting the request to terminate the contract, deemed the agent's illness a material change of circumstances. When entering into contractual relations, the parties could not take into account the sharp deterioration of the health of the plaintiff, who is an individual entrepreneur, to the state of limitation of working capacity with the establishment of a disability group. The aggregate of diagnoses established for the plaintiff generally precludes the further possibility of conducting any entrepreneurial activity, as well as labor activity, taking into account the maintenance therapy prescribed to the plaintiff to maintain his viability. [7]

3. Performance of the contract without changing its terms would violate the balance of property interests of the parties corresponding to the contract and would entail such damage for the interested party that it would largely be deprived of what it was entitled to count on when concluding the contract.

In this case, when concluding the contract on the relevant terms, the parties should not have foreseen the corresponding change in such terms.

Overturning the judicial acts of lower courts regarding the amendment of a credit agreement denominated in foreign currency, the Supreme Court of the Russian Federation indicated that an increase in the debtor's payments expressed in rubles under a credit agreement due to an increase in the exchange rate of the debt currency does not in itself indicate a change in the balance of property interests of the parties established by the contract. In this regard, a change in the foreign currency exchange rate against the ruble cannot be regarded as a material change of circumstances serving as a ground for amending the contract in accordance with Article 451 of the Civil Code.

Meanwhile, the repayment of the loan amount at a lower rate than the current one means the repayment of the loan amount not in full, which violates the lender's property rights. By establishing a fixed rate in rubles, the court effectively replaced the loan agreement in foreign currency with a loan agreement in rubles, but at the rate provided for a loan in foreign currency. Thus, by making amendments to the concluded credit agreement, the court essentially imposed on the defendant, as the creditor, the risk of a change in the debt currency exchange rate and the risk of a change in the plaintiff's property status as the debtor. [8]

4. It does not follow from customs or the essence of the contract that the risk of a change of circumstances is borne by the interested party.

A change of circumstances is recognized as material given the simultaneous presence of conditions contained in the list provided in Article 451 of the Civil Code, testifying to the priority of protecting the stability of the performance of contractual obligations.[9] When assessing the issue of who bears responsibility for the occurrence of events qualified as a material change of circumstances, courts evaluate the totality of the circumstances of the case.

In a specific case, the court indicated that the negative consequences of restrictive measures introduced against the company, the seizure of the company participant providing the financial component of the company, and the foreclosure on shares in the authorized capital, creating uncertainty in the company's position and its further activity and subsequent termination of the contract, reflect on the company. Thus, if the company could have reasonably foreseen the foreclosure on shares in the authorized capital and other restrictions of a financial and corporate nature, the contract would not have been concluded at all. Consequently, there are no grounds to believe that the company's intention to terminate the contract is conditioned by the goals of imposing the negative consequences arising in the conduct of entrepreneurial activity on the seller.[10]

Insuperable Force and Force Majeure

The Civil Code of the Russian Federation defines "insuperable force" as "extraordinary and unavoidable circumstances under given conditions" (Clause 3 of Article 401), without using the term "force majeure." Unless otherwise provided by law or contract, a person who has not performed or has improperly performed an obligation while carrying out entrepreneurial activity bears liability unless they prove that proper performance proved impossible due to insuperable force. Such circumstances do not include, in particular, violation of duties by the debtor's counterparties, absence of goods necessary for performance on the market, or absence of necessary funds held by the debtor. Thus, insuperable force is a ground for exemption from liability for non-performance or improper performance of assumed obligations. Furthermore, insuperable force serves as one of the grounds for the suspension of the limitation period.

In international law and foreign trade practice, the term "force majeure" is used more frequently. Specifically, provisions on force majeure circumstances are developed in "soft law" norms and integrated into contracts. For example, the International Chamber of Commerce regularly updates clauses on force majeure and material change of circumstances.

In accordance with the Regulation on the Procedure for Witnessing by the Chamber of Commerce and Industry of the Russian Federation of Circumstances of Insuperable Force (Force Majeure), approved by the Annex to Resolution of the Board of the CCI of the Russian Federation No. 173-14 dated December 23, 2015 (the "Regulation on the Procedure for Witnessing by the CCI RF of Circumstances of Insuperable Force (Force Majeure)"), circumstances of insuperable force (force majeure) are "extraordinary, unforeseen, and unavoidable circumstances arising during the implementation of contractual obligations, which could not be reasonably expected when concluding the contract, or avoided or overcome, and which are beyond the control of the parties to such contract".

"In particular, such circumstances include: natural disasters (earthquake, flood, hurricane), fire, mass diseases (epidemics), strikes, military actions, terrorist acts, sabotage, transportation restrictions, prohibitive measures of states, prohibition of trade operations, including with specific countries, due to the adoption of international sanctions, and other circumstances independent of the will of the parties to the contract.

At the same time, circumstances of insuperable force (force majeure) cannot include entrepreneurial risks, such as violation of duties by the debtor's counterparties, absence of goods necessary for the performance of obligations on the market, absence of necessary funds held by the debtor, as well as a financial and economic crisis, change in currency exchange rates, devaluation of the national currency, criminal actions of unidentified persons, unless the terms of the contract expressly provide otherwise, as well as other circumstances that the parties to the contractual relations have excluded from such." [11]

The occurrence of circumstances of insuperable force does not in itself terminate the debtor's obligation if performance remains possible after they have ceased. The creditor is not deprived of the right to renounce the contract if, due to a delay arising in connection with the occurrence of circumstances of insuperable force, they have lost interest in performance. In this case, the debtor is not liable to the creditor for damages caused by the delay in the performance of obligations due to the occurrence of circumstances of insuperable force.[12]

Conditions for Exemption from Liability upon the Occurrence of Force Majeure Circumstances

If circumstances of insuperable force are of a temporary nature, a party may be exempted from liability for a reasonable period when circumstances of insuperable force prevent the performance of the party's obligations. Thus, unless otherwise established by laws, to be exempted from liability for non-performance of its obligations, a party must prove:

a) The existence and duration of circumstances of insuperable force;

b) The existence of a causal link between the arisen circumstances of insuperable force and the impossibility or delay in the performance of obligations;

c) The party's non-involvement in the creation of circumstances of insuperable force;

d) The good faith adoption by the party of reasonably expected measures to prevent (minimize) possible risks.

When considering the issue of exemption from liability due to circumstances of insuperable force, relevant documents (opinions, certificates) confirming the presence of circumstances of insuperable force issued by authorized bodies or organizations may be taken into account.

To recognize a circumstance as a circumstance of insuperable force, it is necessary to establish the absence of the possibility for the parties to influence such an event. Therefore, for example, the fact of bankruptcy is not a circumstance of insuperable force, since it effectively depends on the will of one party. Within the meaning of Clause 3 of Article 401 of the Civil Code, the bankruptcy of a company does not belong to circumstances of insuperable force. [13]

Unless otherwise provided by law or contract, a person who has not performed or has improperly performed an obligation while carrying out entrepreneurial activity bears liability unless they prove that proper performance proved impossible due to insuperable force, that is, extraordinary and unavoidable circumstances under given conditions. Such circumstances do not include, in particular, violation of duties by the debtor's counterparties, absence of goods necessary for performance on the market, or absence of necessary funds held by the debtor.

One of the methods for confirming the presence of force majeure is obtaining a certificate from the Chamber of Commerce and Industry of the Russian Federation. The issuance regulation is governed by the Regulation. [14] The CCI RF witnesses circumstances of insuperable force (force majeure) in accordance with the terms of foreign trade transactions and international treaties of the Russian Federation. However, the CCI of Russia does not witness circumstances of insuperable force (force majeure) for non-contractual relations.

The CCI RF is also entitled to witness circumstances of insuperable force (force majeure) in the following cases:

• The introduction by a foreign state of prohibitions and restrictions in the field of entrepreneurial activity, implementation of currency operations, as well as other restrictive and prohibitive measures acting in relation to the Russian Federation or Russian economic entities, if such measures influenced the fulfillment by the indicated persons of obligations under foreign trade transactions;
• When it is documented that on the territory of a foreign state, the competent authority confirming the event preventing the Russian economic entity from fulfilling an obligation under a foreign trade transaction, or performing the function of witnessing circumstances of insuperable force (force majeure), has ceased its activity.

The witnessing of circumstances of insuperable force (force majeure) is carried out by issuing a force majeure certificate.

A consequence of confirming the fact of the occurrence of force majeure, besides being a ground for exemption from liability, is, for example, a condition for the non-inclusion of a supplier (contractor, executor) in the register of bad-faith suppliers if it is confirmed that proper performance of the contract proved impossible due to circumstances of insuperable force in the form of sanctions and (or) restrictive measures. At the same time, the refusal of a supplier (contractor, executor) to perform a contract due to the introduction of sanctions and (or) measures of a restrictive nature against the customer will not be considered such a circumstance. [15]

To recognize a circumstance as insuperable force, it must be of an extraordinary and unavoidable nature under the given conditions. The requirement of extraordinarily implies the exceptionality of the circumstance under consideration, the occurrence of which is not common in specific conditions. Unless otherwise provided by law, a circumstance is recognized as unavoidable if any participant in civil turnover carrying out activity analogous to the debtor could not have avoided the occurrence of this circumstance or its consequences.

Circumstances the occurrence of which depended on the will or actions of the party to the obligation, for example, the absence of necessary funds held by the debtor, violation of obligations by its counterparties, or unlawful actions of its representatives, cannot be recognized as insuperable force.

COVID-19 as Insuperable Force (Force Majeure Circumstance)

The recognition of the spread of the new coronavirus infection as a circumstance of insuperable force cannot be universal for all categories of debtors, regardless of their type of activity and the conditions of its implementation, including the region in which the organization operates. Therefore, the existence of circumstances of insuperable force must be established taking into account the circumstances of the specific case (including the term of performance of the obligation, the nature of the unperformed obligation, the reasonableness and good faith of the debtor's actions, etc.).

Concerning the norms of Article 401 of the Civil Code, circumstances caused by the threat of the spread of the new coronavirus infection, as well as measures taken by state authorities and local self-government bodies to limit its spread — in particular, the establishment of mandatory rules of conduct upon the introduction of a high-alert regime or emergency situation, prohibition on the movement of vehicles, restriction of the movement of individuals, suspension of the activity of enterprises and institutions, cancellation and rescheduling of mass events, introduction of a self-isolation regime for citizens, etc. — may be recognized as circumstances of insuperable force if their conformity with the above-mentioned criteria for such circumstances and a causal link between these circumstances and the non-performance of the obligation are established.

It should be borne in mind that the absence of necessary funds held by the debtor, as a general rule, is not a ground for exemption from liability for non-performance of obligations. However, if the absence of necessary funds is caused by established restrictive measures, in particular, a ban on certain activities, the establishment of a self-isolation regime, etc., then it may be recognized as a ground for exemption from liability for non-performance or improper performance of obligations based on Article 401 of the Civil Code. Exemption from liability is permissible if a reasonable and prudent participant in civil turnover carrying out activity analogous to the debtor could not have avoided the adverse financial consequences caused by restrictive measures (for example, in the case of a significant decrease in profit due to the forced closure of a public catering enterprise for public access).

If the above-mentioned circumstances, for which neither party to the obligation is responsible, and (or) the adoption of acts by state authorities or local self-government bodies led to a complete or partial objective impossibility of performing the obligation, having a permanent (irremovable) nature, such obligation terminates completely or in the relevant part based on Articles 416 and 417 of the Civil Code.

A circumstance of insuperable force must be cumulatively characterized by signs of extraordinariness and unavoidability concerning specific circumstances of the parties' performance of duties and realization of rights under a specific contract, and be the direct cause of the impossibility of their performance or improper performance. The issue of classifying a particular circumstance as insuperable force must be resolved in each specific case by the court.

Regarding the possibility of applying Article 451 of the Civil Code in connection with consequences that occurred as a result of restrictive measures due to the spread of the coronavirus infection, the following should be noted. Since the presence of a pandemic in itself cannot automatically entail negative consequences for the parties to civil law relations—everyone and anyone — the recognition of the spread of the new coronavirus infection as a circumstance of insuperable force is not, as a general rule, a ground for the termination or amendment of a civil law obligation. However, the epidemiological situation, the introduction of restrictive measures, or a self-isolation regime, which could not have been reasonably foreseen by participants in civil turnover, may be recognized as admissible grounds for the amendment or termination of a contract under the rules of Article 451 of the Civil Code if they entailed a material change of circumstances from which the parties proceeded when entering into the contract.

When deciding on the termination or amendment of a contract due to a material change of circumstances, the court must establish the presence of each of the mandatory conditions confirming the priority of protecting the stability of the performance of contractual obligations:

• At the time of concluding the contract, the parties proceeded from the assumption that such a change of circumstances would not occur;
• The change of circumstances was caused by reasons that the interested party could not overcome after their occurrence with the degree of care and prudence required of it by the nature of the contract and the conditions of turnover;
• Performance of the contract without changing its terms would violate the balance of property interests of the parties corresponding to the contract and would entail such damage for the interested party that it would largely be deprived of what it was entitled to count on when concluding the contract;
• It does not follow from customs or the essence of the contract that the risk of a change of circumstances is borne by the interested party.

Circumstances caused by the threat of the spread of the new coronavirus infection and measures taken by authorities to limit its spread may be recognized as a ground for applying Article 451 of the Civil Code if a causal link is established specifically between their presence and the occurrence of significant damage for a specific debtor. The provisions of this rule are inapplicable if the adverse property consequences arising against the background of the spread of the coronavirus infection are actually caused by other factors (for example, the appearance of a competitor in the immediate vicinity of the rented premises, the unprofitability of activity that arose even before the start of the pandemic) or are of a short-term nature. In a specific case, the court indicated that the criteria for applying Article 451 of the Civil Code when terminating a contract due to the spread of the new coronavirus infection are:

• The extraordinariness and unavoidability of the changed circumstances for the given lessee, taking into account the lease term, the type and nature of its activity, the conditions of its implementation in the leased facility, including the region in which the lessee operates, including the periods of validity and types of anti-epidemiological restrictions introduced in the given region;
• A material violation of the balance of property interests of the parties while maintaining the validity of the lease agreement in the changed conditions of the lessee's activity due to its extraordinary burdensomeness for the latter.

A material violation of the balance of property interests of the parties (the proportionality of what the parties receive as a result of the performance of contractual obligations) while maintaining the validity of the lease agreement in the changed conditions of the lessee's activity is assessed depending on whether the performance of the contract without changing its terms will lead to the occurrence of such damage for the lessee that it will generally be deprived of what it was entitled to count on when concluding the contract; that is, the destructive influence of the change of circumstances on the plaintiff's interests must be very significant.

Consequently, to apply Article 451 of the Civil Code, it is necessary to establish how the correlation of property interests of the parties will change due to the change of circumstances after the conclusion of the contract, for which various indicators of the lessee's financial and economic activity may be used, characterizing the change in the dynamics of the profitability of this activity (change in revenue, return on sales, etc.) and reflecting the extent (material or not) to which the performance of the obligation has become less profitable and more costly for the lessee. Insignificant, including temporary (seasonal), fluctuations are not a ground for amending the contract.

The change of circumstances must be of such a nature that the reasons for such changes could not be overcome by the plaintiff. At the same time, the plaintiff's ability to overcome the arisen circumstances through the use of economically justified and reasonable measures must be taken into account. [16]

These examples demonstrate that in order to cite restrictive measures adopted by authorities in connection with the spread of the coronavirus infection as a ground for exemption from liability, or for making amendments to the contract, or for terminating the latter, the party must prove that such measures were the necessary cause of the occurrence of negative consequences (excluding other causes not related to such measures), as well as that the economic entity could not overcome such negative consequences, although it undertook them.

Expansion of Possibilities for Exemption from Liability Due to Sanctions

Given modern realities, as well as numerous sanctions adopted against legal entities and individuals by foreign states, a draft law has been submitted to the State Duma of the Russian Federation, which largely expands the possibilities for exemption from liability, as well as for making amendments to or terminating contracts related to the impossibility of performance of obligations by economic entities due to such sanctions.

The explanatory note to this draft law states that it is proposed to introduce the following provisions into Federal Law No. 52-FZ dated November 30, 1994, On the Enactment of Part One of the Civil Code of the Russian Federation. It is proposed to explicitly enshrine legal consequences in the event of unfriendly actions that objectively cause the impossibility of performing previously concluded obligations:

• The obligation terminates completely or in the relevant part if the performance of the obligation becomes definitively impossible;
• The obligation is "frozen," and the person does not bear liability for its non-performance or improper performance if they prove that proper performance objectively proved temporarily impossible. In this case, for the purposes of applying methods of securing the performance of obligations, the debtor is not considered to have violated the obligation unless otherwise provided by an agreement of the parties concluded after the enactment of the provisions of the indicated draft law;
• A party to the obligation has the right to renounce the contract (renounce the performance of the contract) if the other party objectively cannot temporarily produce its performance. In this case, the party empowered to renounce the contract (renounce the performance of the contract) is obliged to warn the other party to the obligation within a reasonable time prior to the renunciation.[17]

The indicated draft law proposes the following changes:

• If, in the conditions of unfriendly actions of foreign states and international organizations associated with the introduction of restrictive measures against citizens of the Russian Federation and Russian legal entities, the performance of an obligation objectively becomes definitively impossible completely or in part, the obligation terminates completely or in the relevant part.
• A person who has not performed or has improperly performed an obligation does not bear liability if they prove that proper performance objectively proved temporarily impossible in the conditions of unfriendly actions of foreign states and international organizations associated with the introduction of restrictive measures against citizens of the Russian Federation and Russian legal entities.
• A party to the obligation has the right to renounce the contract (renounce the performance of the contract) if the other party has not performed or has improperly performed its obligation because such performance objectively proved temporarily impossible in the conditions of unfriendly actions of foreign states and international organizations associated with the introduction of restrictive measures against citizens of the Russian Federation and Russian legal entities. The party empowered to renounce the contract (renounce the performance of the contract) is obliged to warn the other party to the obligation of the intention to exercise its right to renunciation within a reasonable time prior to the renunciation.

It is worth noting that a material change of circumstances, as well as the occurrence of force majeure, may constitute a ground for changing the contractual relations of the parties, as well as a ground for exemption from liability. At the same time, an analysis of judicial practice shows that there are no universal mechanisms allowing one to assert that upon the occurrence of a particular event, specific consequences will unequivocally follow.

Despite the fact that the Civil Code establishes general conditions upon the occurrence of which the parties may demand the termination of the contract or the introduction of amendments to it, specific events with which the parties associate their right to demand amendments to the contract or to demand its termination will be considered by the court in each case through the prism of establishing the presence or absence of grounds for the termination or amendment of the specific contract.

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References

[1] Regulation on the Procedure for Witnessing by the Chamber of Commerce and Industry of the Russian Federation of Circumstances of Insuperable Force (Force Majeure) (Annex to Resolution of the Board of the CCI of the Russian Federation No. 173-14 dated December 23, 2015).

[2] Review of Judicial Practice of the Supreme Court of the Russian Federation No. 1 (2017) (approved by the Presidium of the Supreme Court of the Russian Federation on February 16, 2017), Ruling of the Constitutional Court of the Russian Federation No. 1019-O dated May 26, 2016.

[3] Resolution of the Arbitration Court of the Central District No. F10-3427/2021 dated August 13, 2021, in case No. A08-7016/2020, Resolution of the Presidium of the Supreme Arbitration Court of the Russian Federation No. 9600/10 dated November 30, 2010, in case No. A17-1960/2009.

[4] Resolution of the Arbitration Court of the West Siberian District No. F04-7941/2021 dated February 10, 2022, in case No. A46-21122/2020.

[5] Review of Certain Issues of Judicial Practice Related to the Application of Legislation and Measures to Counteract the Spread of the New Coronavirus Infection (COVID-19) in the Russian Federation No. 1 (approved by the Presidium of the Supreme Court of the Russian Federation on April 21, 2020).

[6] Resolution of the Arbitration Court of the Moscow District No. F05-26508/2021 dated November 29, 2021, in case No. A40-20927/2021.

[7] Resolution of the Arbitration Court of the Moscow District No. F05-21701/2020 dated December 24, 2020, in case No. A40-6383/2020.

[8] Ruling of the Judicial Collegium for Civil Cases of the Supreme Court of the Russian Federation No. 18-KG16-102 dated September 13, 2016. [9] Ruling of the Supreme Court of the Russian Federation No. 18-KG16-102 dated September 13, 2016.

[10] Resolution of the Eighth Arbitration Appeal Court No. 08AP-707/2022 dated March 1, 2022, in case No. A46-18646/2021.

[11] Regulation on the Procedure for Witnessing by the CCI RF of Circumstances of Insuperable Force (Force Majeure).

[12] Clause 9 of Resolution of the Plenum of the Supreme Court of the Russian Federation No. 7 dated March 24, 2016 (as amended on June 22, 2021) On the Application by Courts of Certain Provisions of the Civil Code of the Russian Federation on Liability for Breach of Obligations.

[13] Ruling of the Supreme Court of the Russian Federation No. 49-V05-19 dated December 6, 2005.

[14] Regulation on the Procedure for Witnessing by the CCI RF of Circumstances of Insuperable Force (Force Majeure). [15] Resolution of the Government of the Russian Federation No. 340 dated March 10, 2022, On Amendments to Resolution of the Government of the Russian Federation No. 783 dated July 4, 2018.

[16] Ruling of the Judicial Collegium for Economic Disputes of the Supreme Court of the Russian Federation No. 305-ES21-12558 dated December 23, 2021, in case No. A40-100692/2020. [17] Draft Law No. 92282-8 On Amendments to Certain Legislative Acts of the Russian Federation was submitted to the State Duma of the Russian Federation on March 22, 2022.