Expertise/Contract Law

Service

Concluding, Amending and Terminating Contracts

A supply agreement, contract for work, services agreement or other commercial contract, whether for a one-off transaction or a long-term relationship, is drafted and reviewed with regard to how the parties will actually perform it. When an existing contract is amended or terminated, obligations already performed and final settlements are taken into account.

We are most often instructed by:

  • Parties proposing to enter into a contract
  • Parties invited to enter into a contract
  • Parties to an existing contract who are amending or terminating it

The information on this website is provided for information purposes only and does not constitute a public offer.

What the Service Includes

Timing and Fees
–timing on request
from ₽fee on request

Timing and fees are indicative and are confirmed when the engagement is agreed.

01 / Overview
Contract support

Amendment and termination are documented in the manner provided for by the contract and the law: by agreement of the parties or unilaterally, where such a right exists. The new wording of the terms is reconciled with the previous wording and with the documents executed during performance so that no inconsistencies arise between them.

Risks are allocated by a combination of interrelated terms. The acceptance procedure, the point at which risk passes, the grounds for withdrawing from performance, the amount of and cap on liability, security for obligations and the dispute resolution procedure work as a single structure. A liability clause taken in isolation may not provide protection if the procedure for performance or for recording a breach is not defined precisely enough.

02 / Outcome
Service Outcome
  • Contract and set of documentsA drafted or reviewed version of the contract, supplementary agreement or termination agreement, with accompanying documents ready for signing.
  • Comments and wordingA list of the risks identified, with specific replacement wording.
  • Post-negotiation draftThe final version, with any outstanding points of disagreement with the other party marked.
  • Legal opinionA written opinion on the contract or on individual terms of it.

The outcome of the service is the work performed within the scope agreed with the client.

03 / Preparation
What the work is built on

  1. Materials

    The work is built on the documents and information about the transaction; the following points are relevant.

    • Description of the transactionThe subject matter, parties, timing and commercial arrangements, including those reached orally or in correspondence.
    • Draft or the other party's versionThe draft, if one has already been prepared, or the version sent by the other party, together with any comments received.
    • Information on signatoriesWho signs on the client's behalf and on what authority.
    • Documents on the parties' relationshipThe existing contract, if it needs to be amended or terminated, previously concluded agreements, orders, acceptance certificates and correspondence.
    • Constraints and deadlinesBy when the contract needs to be concluded, amended or terminated, and what internal documentation requirements the parties have.

  2. Assessment

    On the basis of the materials, the risks, the possible solutions and their consequences are identified.

  3. Plan

    For the chosen option, a plan is drawn up: the sequence of steps, timing and scope of work.

04 / Projects
Selected Projects
01 / 05

Joint activity

Distribution partnership between English, Kazakh and Chinese companies

Challenge

English, Kazakh and Chinese companies were forming a partnership for joint activity in distribution. The relationship between the participants was worked out under the law of England and Wales.

What was done

The arrangements for conducting the joint activity, the distribution of economic results, decision-making and changes in the membership of the partnership were worked out. The work included participation in drafting and negotiating the documents, taking into account the interests of participants from three jurisdictions.

Financing structure

Co-investor obligations and security in a grain elevator construction project

Challenge

Funds from several co-investors were being raised to build a grain elevator. Their obligations had to be combined into a single financing structure.

What was done

A comprehensive structure was developed combining the investors' obligations with security and option mechanisms. The procedure for providing funds, the interrelationship between the individual elements of the transaction and the terms defining the parties' rights under different project implementation scenarios were agreed.

Cross-border transaction

Contractual relationship between Russian and Kazakh companies under the law of England and Wales

Challenge

A Russian and a Kazakh company were entering into a transaction whose documents were governed by the law of England and Wales.

What was done

The work included advice on the structure of the contractual relationship and participation in drafting and negotiating the terms of the transaction. Specific issues were worked out in the light of the chosen governing law and the involvement of parties from different jurisdictions.

Foreign trade contract

Negotiating a Chinese-law contract for the supply of production equipment

Challenge

Participation in advising the Russian party on a transaction for the supply of production equipment governed by Chinese law. Advisers from China were engaged on matters of Chinese law.

What was done

The terms of the contract were negotiated, and specific issues relating to the Russian and Chinese parts of the transaction were coordinated. The comments of the Chinese advisers were taken into account in working out the contractual terms and the final version of the documents.

Contract review

Pre-signing review of contracts for the international sale of goods

Challenge

A Chinese company required a legal review of contracts for the international sale of goods between China and Russia. Such contracts carry risks of inconsistency in the governing law, delivery terms and dispute resolution mechanisms.

What was done

The review covered the governing law, delivery terms (Incoterms), the dispute resolution procedure and the currency and tax aspects of the contracts. The risks identified were eliminated before signing.

05 / Questions
Frequently Asked Questions

The service covers commercial contracts, both new ones and existing ones that need to be amended or terminated. The scope of support depends less on the title of the document than on the nature of the transaction, how it is to be performed and the risks that need to be addressed.

Even if the other party uses a standard form, individual terms may still be open to negotiation. The provisions that significantly affect performance of the transaction are assessed first: acceptance and payment procedures, liability, security for obligations and grounds for unilateral withdrawal. If such terms cannot be changed, a legal review makes it possible to identify the associated risks and to organize performance with these constraints in mind.

When a contract is drafted, it is shaped by the actual model of the transaction: the parties' relationship and the required outcome are defined first, and the contractual structure is then built around them. A legal review analyses an existing draft: its consequences for the client are determined, material risks are identified and changes are proposed. The scope of such a review is limited by the original structure of the document: if that structure does not reflect the parties' actual relationship, individual amendments may not be enough.

This depends on how the contract is performed. Support is usually needed for contracts that are performed over a long period or in stages: shipments in batches, delivery of results in stages or services provided periodically. In such relationships, the documents produced during performance are of material importance: orders, acceptance certificates, notices and correspondence between the parties; the parties' subsequent conduct may also be taken into account in interpreting the terms. For a one-off transaction performed immediately after it is concluded, separate support during performance may not be needed.

This depends on the type of contract, the rules applicable to it and the terms agreed by the parties. If a right of unilateral withdrawal is provided for, the established procedure for exercising it is important: the content and form of the notice, how it is sent and the point at which the contract terminates. Before the notice is sent, the consequences of withdrawal are determined: final settlements, and what happens to performance already rendered and to surviving obligations.

An hourly rate, a fixed fee or a combined model is used; in some cases part of the fee depends on the outcome achieved. The fee is determined by the time actually spent, the complexity of the matter and the overall timeframe of the project, and is agreed before work begins.

Key Contacts
Deni Murdalov Deni Murdalov Partner, PhD (Law), LL.M. Ilya Smirnov Ilya Smirnov Partner

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Other Services in This Practice
Foreign Trade Contracts Commercial Models and Contract Structuring Contract Management on Retainer Systematic Contract Management Sanctions Compliance Licensing Trade Secrets and Confidentiality Documents and Consultations

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