News · Case law · Civil law

Plenum of the Supreme Court of the Russian Federation No. 49 dated 25.12.2018: conclusion and interpretation of contracts — a comprehensive analysis

Analysis prepared using the CasusLegal “Higher Courts” connector

A complete paragraph-by-paragraph analysis of Resolution of the Plenum of the Supreme Court of the Russian Federation dated 25.12.2018 No. 49 “On certain issues concerning the application of the general provisions of the Civil Code of the Russian Federation on the conclusion and interpretation of contracts” — all 50 paragraphs. For the key legal positions, both the source acts from which the position developed and Supreme Court rulings applying the resolution after its adoption are shown. Full text — in the CasusLegal database ↗.

Citations of judicial acts are live links to the database. Under each paragraph, the verbatim proposition, a brief analysis and, where available, the original source of the legal position and later Supreme Court practice applying it are provided.

I. Conclusion of the contract

Methods of reaching agreement, essential terms, form, estoppel, offer and acceptance.

Paragraph 1 · Methods of reaching agreement

The list of methods for concluding a contract is open-ended: in addition to an exchange of offer and acceptance, a contract may arise from the joint development of terms or from the parties’ conduct implying consent.

Primary source in the database: develops Information Letter of the Supreme Commercial Court No. 14 (1997) — review of case law on the conclusion, amendment and termination of contracts.

Application after the Plenum

Judicial Chamber for Civil Cases No. 5-КГ25-118 (2025) — Dispute over recovery of a debt for services provided without a single written contract. Referring to paragraph 1, the Chamber stated that agreement could also be reached through the parties’ conduct, and that the absence of a single document did not disprove the conclusion of the contract, which was confirmed by correspondence, receipts and partial payment.
Judicial Chamber for Economic Disputes No. 310-ЭС24-20342 (2025) — Dispute over the amount of royalties under a licence agreement. Referring to paragraph 1, the Chamber held that the rate had been amended by conduct: the licensor had issued invoices at the new rate for two years, so the contract in its new version was deemed concluded, and challenging it was held to be in bad faith.

Paragraph 2 · Essential terms of the contract

If a party has stated that a term—for example, the price—must be agreed, that term becomes essential, and its absence cannot be supplied by a default rule on price.

Primary source in the database: direct primary source — Information Letter of the Supreme Commercial Court No. 165 (2014), para. 11.

Application after the Plenum

Review of Case Law of the Supreme Court No. 3 (2025) — Dispute over whether a contract was concluded where the price had not been agreed. The Presidium reproduced the clarification in paragraph 2: lack of agreement on the price or the procedure for determining it cannot be supplied by a default rule if a party has stated that the term must be agreed, and such a contract is deemed not concluded.

Paragraph 3 · Failure to comply with the required form does not mean that the contract was not concluded

A defect in form does not, in itself, mean that the contract was not concluded: the consequences of non-compliance with the required form apply—for example, a prohibition on relying on witness testimony—rather than annulment of the contract.

Primary source in the database: consistent with Information Letter of the Supreme Commercial Court No. 165 (2014).

Application after the Plenum

Judicial Chamber for Economic Disputes No. 305-ЭС25-13450 (2026) — Dispute over recovery of payment for legal services in the absence of a single written contract, including a “success fee” clause. Referring to paragraph 3, the Chamber stated that failure to comply with formal requirements when agreeing essential terms does not, in itself, mean that the contract was not concluded, and remitted the case for reconsideration to assess whether the terms had been agreed.

Paragraph 4 · Good faith in negotiations for a real contract

Pre-contractual liability also applies to real contracts: breaking off negotiations in bad faith entails compensation for losses even if the property has not yet been transferred.

Primary source in the database: the rules on pre-contractual liability (Article 434.1 of the Civil Code) were introduced by the 2015 reform; there is no separate primary source in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 5 · An unregistered contract binds the parties

The absence of registration does not release the parties themselves from their obligations: the contract binds them, while protecting only bona fide third parties who were unaware of the transaction.

Primary source in the database: direct primary source — Information Letter of the Supreme Commercial Court No. 165 (2014), paras. 2–4.

Application after the Plenum

Judicial Chamber for Civil Cases No. 77-КГ23-9 (2023) — A participant in shared-equity construction agreed to the transfer of the debt to a new developer and an extension of the term, then claimed a penalty, relying on the absence of state registration of the agreement amending the contract. Referring to paragraph 5, the Chamber stated that, from the time determined by paragraph 1 of Article 433 of the Civil Code, the parties had bound themselves by obligations and could not rely in bad faith on the absence of such registration in their relations with each other; the case was remitted for a new hearing.

Paragraph 6 · Estoppel: prohibition on relying on the contract not having been concluded

Acceptance of performance or other confirmation of the contract deprives a party of the right to rely on its not having been concluded. This estoppel rule directly developed from the practice of the Supreme Commercial Court.

Primary source in the database: direct primary source — Information Letter of the Supreme Commercial Court No. 165 (2014), paras. 6 and 7.

Application after the Plenum

Judicial Chamber for Civil Cases No. 5-КГ25-118 (2025) — A customer who had accepted performance of services relied on the contract not having been concluded in refusing to pay. Referring to paragraph 6, the Chamber described estoppel as a specific instance of the principle of good faith and stated that a party that has accepted performance may not in bad faith deny that the contract was concluded.
Judicial Chamber for Civil Cases No. 18-КГ24-368 (2025) — Dispute arising from a contract for work in which the customer denied that the contract had been concluded after accepting the work. Referring to paragraph 6, the Chamber reiterated that, if work has been delivered and accepted, the rules on contracts for work apply to the relationship, and the contract’s not having been concluded does not release the customer from paying for work that has use value for the customer.

Paragraph 7 · Requirements for the content of an offer

An offer is a proposal addressed to a specific person that contains the essential terms and clearly expresses an intention to be bound by a contract upon acceptance.

Primary source in the database: consistent with Information Letter of the Supreme Commercial Court No. 14 (1997).

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 8 · Sufficiency of the terms and reference to other sources

The offeror’s intention is presumed where the proposal contains sufficient terms; the terms may be determined by reference to model, preliminary or framework agreements.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 9 · Unsigned offer in an exchange of documents

The offeror’s signature is not mandatory if the circumstances of the exchange of documents reliably identify the person who sent the offer.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 10 · Binding effect and withdrawal of an offer

An offer binds the offeror from the moment it is received by the offeree; before that, it may be withdrawn, while during the period for acceptance it is, as a general rule, irrevocable.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 11 · Who may accept an offer

The right to accept belongs to the offeree and, as a general rule, is non-transferable, except in cases expressly provided for by law or the offer (for example, an option).

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 12 · Content of an acceptance; acceptance on different terms

Acceptance must be unconditional; a reply on different terms is a new offer, while non-essential clarifications (details, typographical errors) do not prevent acceptance.

Primary source in the database: consistent with Information Letter of the Supreme Commercial Court No. 14 (1997).

Application after the Plenum

Judicial Chamber for Civil Cases No. 45-КГ21-24 (2022) — The bank declared any card transaction to be acceptance of an offer to change the tariff, and the borrower topped up the account to repay the debt. Referring to paragraph 12, the Chamber stated that acceptance must expressly signify agreement to the proposed terms, and that topping up the account to repay a previously issued loan does not constitute such acceptance; the imposed procedure infringed the consumer’s rights.

Paragraph 13 · Acceptance by conduct

Commencing performance on the terms of the offer constitutes acceptance, even if performance is incomplete. Silence does not constitute acceptance, except in cases expressly arising from the law, trade usage or the parties’ practice.

Primary source in the database: consistent with the review Information Letter of the Supreme Commercial Court No. 165 (2014).

Application after the Plenum

Judicial Chamber for Civil Cases No. 5-КГ24-77 (2024) — The services for a family (ancestral) burial were paid for and actually provided, but the cemetery’s new administrator refused to confirm the contract. Referring to paragraph 13, the Chamber reiterated that acceptance may be expressed by conduct and remitted the case for reconsideration to assess whether an obligation arose in light of the actual performance.

Paragraph 14 · Late acceptance

An acceptance sent in due time but received late remains effective unless the offeror objects immediately; the offeror may confirm a late acceptance, including by accepting performance.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

II. Public Contract

Definition, persons under an obligation, price differentiation, prohibition of refusal, and limits on unilateral withdrawal.

Paragraph 15 · Definition of a public contract

Whether a contract is public is determined by the nature of the obligated person’s activities or by an express statutory provision; typical public contracts and exceptions are listed.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum

Judicial Chamber for Civil Cases No. 78-КГ21-12 (2021) — A fitness club unilaterally terminated its contract with a client who had posted a critical review. Referring to paragraphs 15 and 16, the Chamber held that the contract was public: by the nature of its activities, the service provider was required to enter into it with anyone meeting objective criteria; therefore, an arbitrary unilateral withdrawal unrelated to a breach by the consumer was impermissible.

Paragraph 16 · Persons required to enter into a public contract

Those subject to the obligation are commercial organizations, non-profit organizations engaged in income-generating activities, and individual entrepreneurs; consumers may be either individuals or legal entities.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 17 · Price differentiation in a public contract

The price may vary among objectively defined categories of consumers; the criteria must be lawful and available for review.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 18 · Voidness of terms worsening consumers’ position

Terms of a public contract that worsen the consumer’s position contrary to the law and mandatory rules are void to the relevant extent.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 19 · Stability of terms when rules change

As a general rule, a subsequent change in mandatory rules does not alter the terms of an already concluded public contract unless the law has retroactive effect.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum

Judicial Chamber for Civil Cases No. 24-КГ23-1 (2023) — A gas distribution organization refused to provide service under a 2004 contract, considering it terminated because a new Government resolution had entered into force. Referring to paragraph 19, the Chamber stated that a change in mandatory rules after a public contract has been concluded does not alter its terms unless the law has retroactive effect.

Paragraph 20 · Prohibition of refusal to enter into a contract and burden of proof

An unjustified refusal by the obligated person is impermissible; that person bears the burden of proving the impossibility of performance.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 21 · Unilateral withdrawal from a public contract

As a general rule, a party subject to the obligation may not unilaterally withdraw from a public contract; the consumer’s right to withdraw in the event of non-performance remains intact.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum

Judicial Chamber for Civil Cases No. 46-КГ24-1 (2024) — Due to a technical error, an online store displayed an understated price; the buyer paid for the order, and the seller unilaterally cancelled it and refunded the money. Referring to paragraph 21, the Chamber stated that a unilateral withdrawal by a person required to enter into a public contract, where unrelated to a breach by the consumer, is impermissible, and that a refund does not in itself release the seller from performance.
Judicial Chamber for Civil Cases No. 4-КГ23-90 (2024) — A furniture store failed to deliver tables that had been paid for, citing an outdated price and the informational nature of the website content. Referring to paragraph 21, the Chamber held that the posted proposal, containing all essential terms, constituted a public offer, and that the seller’s unilateral withdrawal from performing it was impermissible.
Judicial Chamber for Civil Cases No. 23-КГ23-3 (2024) — A paid-for all-in-one computer was delivered to a collection point but was not handed over to the buyer, while an identical product continued to be sold at a higher price. Referring to paragraph 21, the Chamber stated that a refund made without legal grounds produces no legal consequences and does not terminate the seller’s obligation to deliver the product.
Judicial Chamber for Civil Cases No. 2-КГ23-8 (2024) — The seller cancelled a prepaid smartphone order, citing a suspension of supplies. Referring to paragraph 21, the Chamber held the term allowing the seller’s unilateral withdrawal to be void and upheld the award of damages equal to the difference between the price paid and the product’s current price.
Judicial Chamber for Civil Cases No. 7-КГ23-4 (2023) — A marketplace cancelled a paid-for order, citing the absence of the product, and refunded the money. Referring to paragraph 21, the Chamber stated that a refund does not in itself terminate the obligation and permitted an order compelling the seller to deliver goods identified by generic characteristics.
Judicial Chamber for Civil Cases No. 78-КГ21-12 (2021) — Recognition of a fitness club contract as public and the impermissibility of the service provider’s unilateral withdrawal from it; in addition to paragraphs 15 and 16, the ruling also applies paragraph 21.

Paragraph 22 · Right of withdrawal in a public contract between businesses

In a public contract between businesses, the right of unilateral withdrawal may belong only to the party for which entering into the contract was not mandatory.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

III. Preliminary Contract

Subject matter, form, essential terms, security, time limits and judicial compulsion.

Paragraph 23 · Preliminary contract and prepayment

Prepayment of a substantial part of the price recharacterizes a “preliminary” contract as the principal contract with prepayment; the rules on preliminary contracts do not apply to it.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum

Judicial Chamber for Civil Cases No. 20-КГ23-10 (2023) — The buyer of an apartment under a “preliminary” contract paid the full price, but the principal contract was not concluded. Referring to paragraph 23, the Chamber recharacterized the contract as a principal sale contract providing for prepayment, to which the rules on preliminary contracts (Article 429 of the Civil Code) do not apply.

Paragraph 24 · Form of a preliminary contract

A preliminary contract must be in writing (or in the form required for the principal contract) on pain of being void and is not, in itself, subject to state registration.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 25 · Essential terms of a preliminary contract

For a preliminary contract, it is sufficient that the subject matter of the principal contract be determinable; the other terms may be agreed later or referred to the court for determination.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 26 · Security for a preliminary contract

A preliminary contract may be secured by earnest money and a penalty; the treatment of the earnest money depends on whether the person who provided it was required to make a payment under the principal contract.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum

Judicial Chamber for Civil Cases No. 89-КГ23-5 (2023) — Under a preliminary vehicle sale contract, the payment made by the buyer was treated by the seller as a security payment, after which the price was increased. Referring to paragraph 26, the Chamber stated that performance of a preliminary contract may be secured by earnest money or a penalty for evading conclusion of the principal contract, whereas a security payment secures only a monetary obligation.

Paragraph 27 · Time limit for concluding the principal contract

The time limit for concluding the principal contract is the period specified in the preliminary contract or one year; judicial compulsion must be sought within six months after that period expires.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 28 · Termination of the obligation arising from a preliminary contract

The inaction of both parties during the relevant period terminates the obligation to conclude the principal contract upon expiry of that period.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 29 · Court order compelling conclusion of the contract

When compelling the parties to conclude a contract, the court itself determines the terms and the time of conclusion; for contracts subject to registration, the judgment serves as the basis for registration.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

IV. Framework and Subscription Contracts

Framework terms as part of a separate contract and payment under a subscription contract.

Paragraph 30 · Content of a framework contract

A framework contract establishes the general terms of cooperation, which are specified in separate contracts and applications.

Primary source in the database: based on Information Letter of the Supreme Commercial Court No. 165 (2014), para. 9.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 31 · Framework contract terms as part of a separate contract

The terms of a framework contract apply to subsequent separate contracts even without an express reference to them, provided that they correspond to the parties’ intention.

Primary source in the database: direct primary source — Information Letter of the Supreme Commercial Court No. 165 (2014), para. 9.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 32 · Definition of a subscription contract

A subscription contract involves payment for the right to demand performance upon request (communications, legal and health-improvement services, equipment maintenance).

Primary source in the database: the institution of the subscription contract (Article 429.4 of the Civil Code) was introduced by the 2015 reform; there is no separate primary source in the database.

Application after the Plenum

Judicial Chamber for Civil Cases No. 49-КГ20-27 (2021) — A consumer under a medical subscription contract missed some of the procedures and, after the contract term expired, demanded a refund of the cost of the services not received. Referring to paragraph 32, the Chamber classified the contract as a subscription contract (Article 429.4 of the Civil Code) and held that, upon expiry of the specified term, the obligations are deemed performed regardless of the extent of performance actually received.

Paragraph 33 · Payment under a subscription contract

The subscriber must pay regardless of whether the subscriber used the performance; where the contractual nature as a subscription contract is unclear, the rules governing subscription contracts do not apply.

Primary source in the database: the rule in Article 429.4 of the Civil Code was introduced by the 2015 reform; there is no separate primary source in the database.

Application after the Plenum

Judicial Chamber for Economic Disputes No. 305-ЭС24-18749 (2025) — A customer of legal services made monthly payments under a subscription contract for two years and then sought to have it declared invalid and to recover the amounts paid. Referring to paragraph 33, the Chamber reiterated that, as a general rule, a subscriber’s failure to take actions to receive performance does not release the subscriber from the obligation to make payments under the subscription contract.

V. Representations as to Circumstances

The institution of representations (Article 431.2 of the Civil Code): subject matter, strict liability, withdrawal from the contract, and limits on limiting liability.

Paragraph 34 · Representations as to circumstances

The institution of representations (Article 431.2 of the Civil Code) was introduced by the 2015 reform; the Plenum systematically addressed its application for the first time, including to transactions involving shares and participatory interests.

Primary source in the database: the institution was introduced by the 2015 reform of the Civil Code; there is no separate judicial primary source in the database.

Application after the Plenum

Judicial Chamber for Civil Cases No. 5-КГ19-133 (2019) — A car buyer sought to terminate the contract, alleging that the seller’s representations were inaccurate. Referring to paragraph 34, the Chamber held that a seller who represented to the buyer that the car had not been involved in an accident and had not been used as a taxi assumes liability for the accuracy of the representation as to circumstances under Article 431.2 of the Civil Code.

Paragraph 35 · Liability for inaccurate representations

For business and corporate transactions, liability for inaccurate representations arises irrespective of fault; a representation known to be inaccurate precludes reliance on the counterparty’s negligence.

Primary source in the database: the rule in Article 431.2 of the Civil Code was introduced by the 2015 reform; there is no separate primary source in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 36 · Withdrawal from a contract following an inaccurate representation

A materially inaccurate representation gives the right not only to damages and a penalty but also to withdraw from the contract unilaterally.

Primary source in the database: the rule in Article 431.2 of the Civil Code was introduced by the 2015 reform; there is no separate primary source in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 37 · Limitation of liability for representations

Liability for representations may be limited only within the bounds of paragraph 4 of Article 401 of the Civil Code (the prohibition on excluding liability in advance for intent); a representation may be challenged as a transaction.

Primary source in the database: the rule in Article 431.2 of the Civil Code was introduced by the 2015 reform; there is no separate primary source in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

VI. Judicial Conclusion of a Contract

Compelling conclusion, judicial formulation of terms, deadlines for submitting disagreements, and the time of conclusion.

Paragraph 38 · Compelling conclusion of a contract

A party may be compelled to conclude a contract only where there is a statutory or voluntarily assumed obligation to do so; disagreements are referred to the court where such an obligation exists or by agreement of the parties.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum

Judicial Chamber for Economic Disputes No. 308-ЭС25-10591 (2026) — A dispute over compelling conclusion of a hot-water-supply contract between a resource-supplying organization and a consumer. Referring to paragraph 38, the Chamber confirmed that, where a party has a statutory obligation to conclude a contract, the court compels conclusion and determines its terms, which may differ from those proposed by the parties.

Paragraph 39 · Submitting an essential term for discussion

The court actively formulates the content of the contract: it submits an unagreed essential term for discussion and may approve wording different from that proposed by the parties.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum

Judicial Chamber for Economic Disputes No. 308-ЭС25-10591 (2026) — A dispute over compelling conclusion of a hot-water-supply contract and the method of accounting for the supplied resource. Referring to paragraph 39, the Chamber held that the court may independently formulate the disputed term by submitting it for discussion by the parties and is not bound by the wording proposed by them.
Judicial Chamber for Economic Disputes No. 302-ЭС24-21116 (2025) — An action to compel conclusion of land sale contracts. Referring to paragraph 39, the Chamber remitted the case for reconsideration because the court had not submitted the unagreed essential terms—construction stages and deadlines, and the parties’ liability—for discussion.

Paragraph 40 · Judicial departure from a default rule

Where there are reasoned objections, the court may depart from a default rule and approve different wording of the term.

Primary source in the database: based on Plenum Resolution of the Supreme Commercial Court No. 16 (2014).

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 41 · Failure to meet the deadline for submitting disagreements to the court

Failure to meet the deadlines for submitting disagreements results in refusal only upon the other party’s application; acceptance of performance during the dispute removes this obstacle.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

Paragraph 42 · Time of conclusion of a contract by court judgment

A contract concluded by court judgment is deemed concluded when the judgment enters into force; separate signing is not required.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum

Judicial Chamber for Civil Cases No. 18-КГ25-79 (2025) — A dispute over compelling conclusion of a contract in which the lower court’s judgment did not contain the contract terms. Referring to paragraph 42, the Chamber held that such a judgment was unenforceable: the court must specify the contract terms in the operative part, and a party may be compelled to conclude a contract only where there is a statutory obligation to do so.

VII. Interpretation of a Contract

Literal and systematic interpretation, priority of preserving the contract, contra proferentem, and other methods.

Paragraph 43 · Literal and systematic interpretation

A two-stage model is established: first, the literal meaning of the words, followed by systematic comparison with the contract as a whole and its purpose; interpretation is governed by the principle of good faith.

Primary source in the database: based on Resolution of the Presidium of the Supreme Commercial Court No. 37/00 (2000); Plenum Resolution of the Supreme Commercial Court No. 16 (2014).

Application after the Plenum

Judicial Chamber for Economic Disputes No. 305-ЭС24-4991 (2026) — A dispute over recovery of interest under an agreement for payment of a debt by instalments. Referring to paragraph 43, the Chamber interpreted the agreement systematically in light of its purpose as seeking to resolve the conflict in full and held that the creditor’s failure to mention interest when agreeing the payment schedule deprived the creditor of the right to claim it later, since interpretation must not encourage bad faith.
Judicial Chamber for Economic Disputes No. 305-ЭС25-9098 (2025) — A dispute between a general contractor and a customer over interest for the use of an advance payment (commercial credit) in the event of delayed performance. Applying systematic interpretation under paragraph 43, the Chamber read the interest term in conjunction with the settlement provisions and confirmed the right to accrue interest, rejecting an isolated interpretation of a single clause.
Judicial Chamber for Economic Disputes No. 305-ЭС25-11520 (2025) — A dispute arising from a chain of related contracts for work at different levels. Referring to paragraph 43, the Chamber required their terms to be interpreted systematically, in relation to one another and taking into account the generally accepted meaning of the words, rather than separately, and remitted the case for reconsideration because the rules of interpretation had been violated.

Paragraph 44 · Priority of an interpretation that preserves the contract

The principle of favor contractus was introduced: in cases of doubt, the court interprets a term so as to preserve the contract rather than invalidate it.

Primary source in the database: based on Information Letter of the Supreme Commercial Court No. 165 (2014), para. 7.

Application after the Plenum

Review of Case Law of the Supreme Court No. 2 (2020) — The Presidium summarized the application of paragraphs 43 and 44: in interpretation, preference is given to the option under which the contract remains in force. This position has been extended to the assessment of the validity of disputed terms and of whether they were agreed.
Judicial Chamber for Civil Cases No. 14-КГ18-53 (2019) — An insurer challenged an assignment agreement under which the policyholder assigned claims under a comprehensive motor insurance policy. Referring to paragraph 44, the Chamber held that, where there are several possible interpretations, the term should be understood so that the assignment remains valid, and declined to declare the entire assignment agreement invalid.

Paragraph 45 · Interpretation against the party proposing the term

The contra proferentem rule is established: an unclear term is interpreted against the party that proposed it, with a presumption against the professional party.

Primary source in the database: direct primary source — Plenum Resolution of the Supreme Commercial Court No. 16 (2014), para. 11.

Application after the Plenum

Judicial Chamber for Economic Disputes No. 307-ЭС24-24190 (2025) — A dispute over payment under a property insurance contract, in which the insurer relied on a clause in the rules as grounds for refusing payment. Referring to paragraph 45, the Chamber construed the unclear terms against the insurer as the professional party that had prepared the draft, and refused to allow exclusions from coverage to be transformed into concealed grounds for exemption from payment.
Judicial Chamber for Economic Disputes No. 305-ЭС25-842 (2025) — A dispute over insurance compensation following a fire at an insured property. Referring to paragraph 45, ambiguous clauses in the insurance rules were construed in favour of the policyholder, while terms releasing the insurer from liability beyond what was permitted by law were held void.
Review of Case Law of the Supreme Court No. 3 (2025) — The Presidium confirmed the application of paragraph 45 to a personal insurance contract: where a term is unclear, it is construed in favour of the counterparty of the professional party. The position was included in the review as guidance for lower courts.

Paragraph 46 · Other methods of interpretation

The list of methods of interpretation is open-ended; the court must give reasons for its choice of method and its priority.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum

Judicial Chamber for Civil Cases No. 10-КГ20-1 (2020) — A dispute over payment under a comprehensive motor insurance policy, where a contractual term released the insurer from liability when the vehicle was used as a taxi. Referring to paragraph 46, the Chamber stated that, when departing from the literal meaning of a term, the court must explain why it considered the term unclear and which method of interpretation it gave priority to, and remitted the case for reconsideration because the departure from the literal wording was unreasoned.

VIII. Classification of the contract

Classification by substance, mixed and innominate contracts.

Paragraph 47 · Classification of the contract by substance

The type of contract is determined by the substance of the relationship, rather than by the name given to it by the parties.

Primary source in the database: based on Plenum Resolution of the Supreme Commercial Court No. 16 (2014).

Application after the Plenum

Judicial Chamber for Economic Disputes No. 305-ЭС25-11520 (2025) — A dispute arising from a chain of contracts for work, given different names by the parties. Referring to paragraph 47, the Chamber stated that, for the rules governing particular types of obligations to be applied correctly, contracts must be classified by the substance of their regulation and their features, rather than by their name.
Judicial Chamber for Economic Disputes No. 305-ЭС24-24318 (2025) — A dispute under a contract designated as an “investment loan.” Referring to paragraph 47, the Chamber directed that the contract be assessed by its substance as having the features of both a loan and a simple partnership, and that the rules governing both types be applied to it as a mixed contract.

Paragraph 48 · Mixed contract

The rules governing all contractual elements incorporated into a mixed contract apply unless otherwise follows from the agreement or the substance of the contract.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum

Judicial Chamber for Civil Cases No. 5-КГ20-134 (2021) — The bank sought to recover interest on an “overdraft” resulting from the double crediting of funds to a debit card. Referring to paragraph 48, the bank account contract providing for account lending was classified as a mixed contract to which the rules on loans and credit apply; in the absence of a written agreement on account lending, the interest could not be recovered.

Paragraph 49 · Innominate contract

The rules governing particular types of contracts apply to an innominate contract only by analogy of law and with account taken of the substance of the parties’ relationship.

Primary source in the database: no separate primary source is identified in the database.

Application after the Plenum

Judicial Chamber for Economic Disputes No. 305-ЭС25-11520 (2025) — Referring to paragraph 49, the Chamber recalled that, if the type of contract cannot be established from its content, the parties’ rights and obligations are determined by interpreting its terms, and the rules governing particular types of contracts apply by analogy of law.

IX. Final provisions

Paragraph 50 · Final provisions

Certain paragraphs of Joint Resolution No. 6/8 (1996) concerning the conclusion of contracts were held inapplicable because they had been superseded by new clarifications.

Primary source in the database: concerns Joint Resolution No. 6/8 (1996) of the Plenums of the Supreme Court and the Supreme Commercial Court; there is no separate record in the database.

Application after the Plenum: no separate Supreme Court practice on this paragraph was found in the connector database.

How the resolution developed from case law

A substantial part of the positions codified the case law of the Supreme Commercial Court that had developed before the Civil Code reform. Continuity links identified through the connector:

Non-conclusion, essential terms, estoppel, framework contract (paras. 2, 5, 6, 13, 30, 31, 44). Information Letter of the Supreme Commercial Court No. 165 (2014).
Freedom of contract, interpretation, classification (paras. 40, 43, 45, 47). Plenum Resolution of the Supreme Commercial Court No. 16 (2014), Presidium of the Supreme Commercial Court, Resolution No. 37/00 (2000).
Conclusion, amendment and termination of contracts (paras. 1, 7, 12). Information Letter of the Supreme Commercial Court No. 14 (1997).

The representations regime (Article 431.2 of the Civil Code, paras. 34–37), the subscription contract (Article 429.4 of the Civil Code, paras. 32–33) and pre-contractual liability (Article 434.1 of the Civil Code, para. 4) were introduced by the 2015 Civil Code reform: they have no separate judicial primary source in the database and are marked as novelties.

How courts apply the resolution after its adoption

The connector identified 93 acts of the higher courts applying Resolution No. 49. Below are representative rulings of the Judicial Chambers of the Supreme Court of the Russian Federation (2025–2026), grouped by the paragraphs applied; the full list is available in the database.

Contract interpretation — paragraph 43 (the most frequently applied). Judicial Chamber for Economic Disputes No. 305-ЭС24-4991 (2026), Judicial Chamber for Economic Disputes No. 305-ЭС25-9098 (2025), Judicial Chamber for Economic Disputes No. 305-ЭС25-11520 (2025).
Contra proferentem — paragraph 45. Judicial Chamber for Economic Disputes No. 307-ЭС24-24190 (2025), Judicial Chamber for Economic Disputes No. 305-ЭС25-842 (2025), Review of Case Law of the Supreme Court No. 3 (2025).
Classification of the contract — paragraphs 47, 49. Judicial Chamber for Economic Disputes No. 305-ЭС24-24318 (2025), Judicial Chamber for Economic Disputes No. 305-ЭС25-11520 (2025).
Conclusion and estoppel — paragraphs 1, 3, 6. Judicial Chamber for Civil Cases No. 5-КГ25-118 (2025), Judicial Chamber for Civil Cases No. 18-КГ24-368 (2025), Judicial Chamber for Economic Disputes No. 305-ЭС25-13450 (2026), Judicial Chamber for Economic Disputes No. 310-ЭС24-20342 (2025).
Judicial conclusion of a contract — paragraphs 38, 39, 42. Judicial Chamber for Economic Disputes No. 308-ЭС25-10591 (2026), Judicial Chamber for Economic Disputes No. 302-ЭС24-21116 (2025), Judicial Chamber for Civil Cases No. 18-КГ25-79 (2025).

Application of paragraph 43 (literal and systematic interpretation) predominates: most of the 93 acts identified rely on it. All links lead to verified case records in the database; the most illustrative rulings are provided, while the complete list is available through the connector.

Complete catalogue of case law applying the Resolution

All acts of the higher courts found in the database that apply Resolution No. 49 during the period from its adoption (2019–2026) have been collected in a single interactive catalogue arranged by the Plenum’s paragraphs: each act includes a direct link to the full text, notes, and the option to export the list and full texts in Markdown and DOCX. The paragraph cards below contain only the most important precedents; the catalogue reflects the case law in full. Open the interactive catalogue →

The analysis, linking of primary sources and selection of case law applying the Resolution were prepared through CasusLegal’s “Higher Courts” connector. The texts of the paragraphs and extracts are reproduced verbatim from the database.
CasusLegal · case law of the higher courts without fabrication · bot @CasusLegalBot · our website casus.legal