Perspectives for the application of the provisions on indemnity established by FIDIC Silver Book in the field of construction contracts in Russia

Lyapustina Natalya Aleksandrovna ORCID: 0009-0001-2559-367X Master's degree; Law School; Far Eastern Federal University 690091, Russia, Primorsky Krai, Vladivostok, Oceansky Ave., 20 natasha290900@mail.ru

Rybka Oleg Sergeevich ORCID: 0009-0009-9609-7727 Master's degree; Law School; Far Eastern Federal University 690002, Russia, Primorsky Krai, Vladivostok, Ocean Avenue, 112A oleg.sergei41@gmail.com

The Government of the Russian Federation, by Decree No. 1797-r dated August 14, 2019, approved the Strategy for the Development of Services Exports until 2025 (hereinafter referred to as the Strategy). According to paragraph 39 of the Action Plan for the implementation of the Strategy, among the planned measures is to ensure the application in Russia of the official universal contract base of the International Federation of Consulting Engineers ^{[1, p. 9]} (hereinafter – FIDIC).

The format of these contracts is widely in demand abroad ^{[2, p. 10]}, since it meets the needs of customers to a greater extent, as it includes design work, procurement of materials, construction work ^{[3, p. 22]}. In Russia, interest in these contractual forms has also appeared in connection with the activities for the development and introduction of a life cycle contract in the field of public procurement.

For the study, one of the typical FIDIC proforms was selected – the Silver Book (hereinafter referred to as the SC), which is most interesting within the framework of the tasks set by the Strategy. It is in this proforma that the main conditions of the EPC are reflected, that is, design work, purchase of materials, construction work ^{[4, p. 6]}.

No less interesting is the relatively new institute for compensation of property losses for the domestic legal system, which is an analogue of the Anglo–Saxon institute of indemnity, a common legal instrument that allows, in an economic sense, to "insure" the interests of the "weaker" party ^{[5, p. 80; 6, p. 209]}, providing for compensation for its possible losses by the "strong" side of the obligation as a rule, having more information about the likelihood of adverse consequences, being more able to prevent them, or being able to financially help the other party to ensure that the obligation can continue to be fulfilled. This construction should not be confused with compensation for losses ^{[7, p.108]}, as noted in the scientific literature, "when the parties redistribute not the consequences of certain violations of contractual obligations on the part of the counterparty, namely the full-fledged risk for which this counterparty, by virtue of the general rules of the Civil Code of the Russian Federation, is not responsible, within the framework of contractual liability according to the rules Article 393 of the Civil Code of the Russian Federation cannot be laid. In the absence of relevant conditions in the contract, there would be no grounds in Russian law to recover such losses" ^{[8, p. 742]}.

The rule on compensation for property losses, introduced into the Civil Code of the Russian Federation (hereinafter – the Civil Code of the Russian Federation) in 2015 (Article 406.1 of the Civil Code of the Russian Federation), is a fairly attractive civil law tool for both parties and investors, as it allows risk management ^{[9, p. 16]} and increases the likelihood that that even in the event of some undesirable events that caused property losses, the contract will be executed by a certain date.

Despite the obvious relevance of the study of the topic under consideration, there are few works devoted to the applicability of the terms of FIDIC contracts in Russia, and there is practically no research on the applicability of the conditions for compensation of losses fixed in them. However, in order to achieve the goals set by the Service Export Strategy until 2025, it is necessary to find out whether there are significant contradictions between the terms of FIDIC contracts and the norms of national legislation that prevent their application in Russia. The most interesting are the prospects for applying the provisions on compensation for property losses fixed in standard contracts, which, as previously noted, are quite attractive both for the parties to the contract and for investors.

When discussing the possibility of using standard FIDIC contracts, it should be borne in mind that in Russia this becomes permissible in accordance with paragraph 1 of Article 427 of the Civil Code of the Russian Federation, which allows the inclusion in the contract of approximate conditions developed by self-regulatory and other non-profit organizations of market participants for contracts of the appropriate type and published in the press ^{[10, p. 69]}.

 At the same time, not all provisions of the FIDIC model agreements can certainly be applied in Russia. In case of contradictions with national legislation, the application will become possible only after their change. If it is not possible to change it, and the provision contradicts Russian mandatory norms, it is worth refusing to include it in the contract. Another option is also possible, in which there will be no need to change the provision or not include it in the contract – the parties to the contract can choose another law applicable to the relationship on the basis of Article 1210 of the Civil Code of the Russian Federation.

Despite the fact that the Russian compensation for property losses is not an absolute analogue of the English indemnity, there are no such fundamental differences that would exclude any application of indemnity in Russia ^{[11, p. 800; 12, p. 2]}.

However, without conducting a study, it would be unfounded to conclude that, based on the above statements, all the provisions on indemnity contained in FIDIC are applicable in Russia. In order to establish the possibility of applying the provisions on indemnity contained in the 2017 FIDIC Silver Book, it is necessary to compare these provisions with the norms of the Civil Code of the Russian Federation and other Russian regulatory legal acts in order to identify existing contradictions that exclude the inclusion of the provisions of the UK in this edition in the contract.

During the study, it was revealed that the FIDIC Silver Book contains 10 articles with one or more conditions for compensation of losses. The analysis of these conditions and their comparison with the norms of Russian legislation showed the following:

1) Subparagraph "a" 1.12 of the 2017 FIDIC Silver Book provides for the Customer's obligation to obtain "permits, licenses and (or) approvals in respect of Permanent Facilities and Structures that he is obliged to obtain", unless otherwise specified in the Customer's Requirements. In case of delay in receipt or non-receipt of the specified documents by the Customer, he will have to reimburse the Contractor for the resulting property losses. However, subparagraph "a" excludes the obligation of the Customer to compensate for losses in case the Contractor fails to fulfill the obligations provided for in subparagraph "c" of the same article. According to this subparagraph, the Contractor, in turn, has a counter obligation to provide assistance and provide the necessary documentation to the Customer within a certain period of time in order for the latter to obtain the previously specified permits.

These rules have similarities with the provisions of Article 328 of the Civil Code of the Russian Federation on counter obligations. According to paragraph 2 of Article 328 of the Civil Code of the Russian Federation, "in case of failure by the obligated party to fulfill the obligation provided for in the contract ..., the party on whom the counter-performance lies has the right to suspend the fulfillment of its obligation or refuse to fulfill this obligation and demand compensation for losses." At the same time, paragraph 3 of the said article stipulates that a party that has not provided what is due from it under an obligation does not have the right to demand execution by court. It is worth noting that according to clause 4 of Article 328 of the Civil Code of the Russian Federation, clauses 2 and 3 are dispositive and apply unless otherwise provided by law and the contract.

A similar rule is also enshrined in Article 719 of the Civil Code of the Russian Federation, which applies to contractual relations. In accordance with this article, unless otherwise provided by the contract, the Contractor will also be able to count on compensation for losses in case of non-fulfillment by the Customer of counter obligations stipulated in the contract. Based on the construction of the norm, it can be concluded that it is dispositive.

Despite the fact that construction must be carried out on the basis of a construction permit (Part 2 of Article 51 of the Urban Planning Code of the Russian Federation dated 12/29/2004 No. 190-FZ), the responsibility of the Customer to the Contractor for its failure to provide is not directly provided for by Russian legislation, such an obligation and responsibility can be provided for in the contract due to the above-mentioned norms contained in the "general provisions on obligations" and "general provisions on the contract".

For the Contractor, subparagraph "b" of Article 1.12 of the Silver Book provides for a similar obligation to subparagraph "a" to obtain permits required by law, as well as to send notifications, pay taxes, fees and duties. As in the previously discussed subparagraph "a", the Contractor who has not fulfilled his obligation has another obligation – to reimburse the Customer for property losses from the consequences of such non-fulfillment. The Contractor is obliged to compensate losses only if the Customer has fulfilled the counter obligation and provided the Contractor with reasonable assistance in fulfilling this obligation.

Similarly to paragraph "a", the obligation to obtain the necessary permits and compensate for property losses in case of non-fulfillment by the Contractor of the obligation can be provided for in the contract in accordance with Articles 328, 406.1 of the Civil Code of the Russian Federation, if the losses are not related to the violation of the obligation by its party (losses caused by the inability to fulfill the obligation, the presentation of claims by third parties or public authorities to to a party or to a third party specified in the agreement, etc.).

2) The Silver Book establishes the Contractor's obligation to provide the Customer with a Guarantee of securing obligations to ensure proper performance by the Contractor of the terms of the Contract. If the Customer makes a claim under the Guarantee of Performance of Obligations, when he does not have the right to such a statement, he undertakes to reimburse the Contractor for property losses related to the statement of such a claim (art. 4.2.2 of the UK).

The Civil Code of the Russian Federation provides that the beneficiary (in our case, the Customer) is obliged to reimburse the guarantor or principal (Contractor) for losses caused due to the fact that the documents submitted by him were unreliable or the claim was unfounded (Article 375.1 of the Civil Code of the Russian Federation).

Since Article 375.1 of the Civil Code of the Russian Federation directly provides for compensation of losses in the event of the described situation, and not property losses provided for in Article 406.1 of the Civil Code of the Russian Federation, the provisions of Article 4.2.2 of the UK contradict current Russian legislation and cannot be applied ^{[13, p. 62]}.

3) Clause 4.5.1 of the Silver Book provides for the Contractor's ability not to hire a Subcontractor in respect of whom the Customer gives instructions on his hiring and against whom the Contractor raises reasonable objections. "An objection is considered justified if

a) there is reason to believe that the Subcontractor does not have sufficient competence, resources or financial stability;

(b) The subcontract does not specify that the Subcontractor is obliged to reimburse the Contractor for property losses from the careless or improper use of goods by the Subcontractor, its agents and employees; or

(c) The subcontract does not specify that, with respect to the work being subcontracted, the Subcontractor undertakes to assume obligations and responsibilities to the Contractor that will allow the latter to fulfill its obligations under the Contract, as well as to compensate the Contractor for property losses arising in connection with any obligations and responsibilities under the Contract."

It is noteworthy that the objection will not be considered justified, and accordingly, the Contractor will be obliged to hire a nominated Subcontractor if the Customer agrees to reimburse the Contractor for property losses from the consequences of a particular circumstance.

Under Russian law, the Customer has the right to conclude contracts for the performance of certain works with other persons with the consent of the general Contractor (clause 4 of Article 706 of the Civil Code of the Russian Federation). The Civil Code of the Russian Federation does not imply that the disagreement of the general Contractor must be justified, as well as the Contractor's obligation to hire a Subcontractor chosen by the Customer. The Customer, if the Contractor agrees, enters into an agreement with the Subcontractor himself. If the contract is still concluded, the Subcontractor will be responsible for non-performance or improper performance of the work directly to the Customer.

Based on the above, in the UK, the Contractor may influence the involvement of a Subcontractor by the Customer, including through checking his competence and through obliging to compensate property losses to the Contractor in certain cases. If the Customer undertakes an obligation to the Contractor to compensate for property losses incurred as a result of the actions of the Subcontractor, the Contractor, in turn, is obliged to hire a Subcontractor. 

In the Civil Code of the Russian Federation, the involvement of a Subcontractor by the Customer is also not unconditional, however, neither in the paragraph on the contract nor in the one on the construction contract, there is no special rule that would provide for the responsibility of the Subcontractor to the Contractor for any actions that caused the latter's property losses. In this regard, in the event of property damage caused by the Subcontractor during the performance of contract work at the facility, the general Contractor may recover damages from the Subcontractor based on the "general terms of obligations" and "circumstances resulting from the damage", or contact the Customer for compensation for property losses, if the parties provided for this in the contract.

The analysis of Article 4.5.1 of the Silver Book and its comparison with the norms of the Civil Code of the Russian Federation allow us to establish that the provision of the IC does not contradict the general principles and meaning of civil legislation, therefore, it can be applied in Russia. 

4) Article 4.14 of the UK provides for the Contractor's obligation not to unnecessarily or improperly cause inconvenience to the public, obstacles to access to all carriageways and pedestrian roads, etc. If the Contractor does not fulfill this obligation, he will have to reimburse the Customer for the property losses that the latter suffered as a result of the creation of obstacles by the Contractor.

Despite the fact that there is no direct rule in Russian legislation similar to 4.14 UK, this provision follows from the principles and general provisions of civil law. There are also subordinate regulations governing the implementation of measures to prevent the use of transport and pedestrian paths for the safety of people. For example, "the use of means to artificially limit the area of operation of tower cranes; the use of protective structures - shelters and protective screens" (clause 6.1.5, Appendix G of the Decree of the State Construction Committee of the Russian Federation dated 07/23/2001 No. 80 "On the adoption of building Codes and Regulations of the Russian Federation "Occupational safety in construction. Part 1. General requirements. SNiP 12-03-2001"). Such norms confirm the need to create some obstacles for the population.

Also, the Civil Code of the Russian Federation does not provide for special rules that enshrine the Customer's right to recover from the Contractor the amount of property losses incurred from the obstacles created by the latter, however, the Customer has the right to recover the costs incurred as a recourse claim or to contact the Contractor for compensation of property losses, if the parties provide for this in the contract. Therefore, the provisions of the UK do not contradict Russian legislation and can be applied.

5) Paragraph "d" of Article 4.16 of the UK establishes the Contractor's obligation to reimburse the Customer for property losses resulting from claims by third parties who have suffered damage related to the transportation and processing of materials and equipment to the construction site. In other words, the Customer, who is the owner of the land and the organizer of the construction, i.e. the person responsible to third parties for the damage caused, has the right to demand from the Contractor to compensate the property losses of the Customer related to the relevant appeals of third parties.

According to Russian law, damage caused to the person or property of a citizen, as well as damage caused to the property of a legal entity, is subject to compensation in full by the person who caused the damage or whose employees caused the damage (paragraph 1 of Article 1064 of the Civil Code of the Russian Federation, paragraph 1 of Article 1068 of the Civil Code of the Russian Federation).

Also, according to paragraph 1 of Article 1079 of the Civil Code of the Russian Federation, legal entities and citizens whose activities are associated with increased danger to others (including the implementation of construction and other related activities – in our case, transportation and processing of materials and equipment by a Contractor) are obliged to compensate for the damage caused by a source of increased danger, unless they prove that the harm arose as a result of force majeure or intent of the victim.

That is, the contractor may be involved in the performance of the obligation to compensate for damage as its direct causer. In this case, a third party must be sued correctly. However, at a construction site where several contractors work, it will be problematic to choose the appropriate plaintiff for a tort claim. The third party has a single center of responsibility - the organization that is the Customer of the construction of the facility. If it is possible to obtain reliable information about the direct cause of harm, he will be involved as a defendant. However, if it was not possible to find out, the damage will be exacted from the Customer, who, in turn, can take advantage of either a recourse claim in a tort claim or an indemnity claim. That is, there is no contradiction preventing the use of indemnity here.

6) Paragraph 17.3 of the UK establishes that the Customer, in certain cases, undertakes to reimburse the Contractor for property losses incurred in connection with any claim by a third party regarding an alleged violation of intellectual or industrial property rights related to the work. This rule works if the violation is:

a) the inevitable result of compliance with the Customer's requirements; or

b) the result of the use of any work by the Customer for purposes other than those specified in the Contract and logically arising from the Contract, as well as the result of use with anything that was not supplied by the Contractor (unless the Contractor was notified of such use before a certain date or if it was not specified in the Contract).

Commenting on paragraph "a", I would like to note that Russian legislation establishes the Contractor's obligation to carry out construction in accordance with the technical documentation defining the work requirements (paragraph 1 of Article 743 of the Civil Code of the Russian Federation), to comply with the Customer's instructions received during construction, if such instructions do not contradict the terms of the construction contract and do not constitute interference in operational and economic activities of the Contractor (clause 3 of Article 748 of the Civil Code of the Russian Federation), as well as responsibility to the Customer for deviations from the requirements provided for in the technical documentation (clause 1 of Article 754 of the Civil Code of the Russian Federation). Paragraph 3 of Article 748 of the Civil Code of the Russian Federation establishes in which cases the Contractor has the right to refuse to execute the instructions received from the Customer, among them there is no condition that such instructions should not violate the rights to the results of intellectual activity and means of individualization of third parties. However, in civil law it is assumed that such rights are protected. At the same time, in case of non-fulfillment of the Customer's instructions, the Contractor would be liable to him, and it would be unfair to be liable to a third party in case of fulfillment of the instruction, since regardless of which option the Contractor chooses, he will have to bear responsibility. In this regard, it is quite fair and appropriate to use clause "a" of Article 17.3 of the IC in Russia, since the property losses incurred by the Contractor for fulfilling the instructions of the Customer violating the intellectual property rights of third parties, the latter would be obliged to reimburse the Contractor.

Despite the fact that Russian legislation does not contain a rule that exactly coincides with the paragraph in question in the Silver Book, it does not conflict with current legislation and can be considered applicable in Russia.

Returning to Article 17.3 of the UK, I would like to draw attention to the fact that a similar obligation is prescribed for the Contractor to compensate property losses to the Customer, but it arises under different circumstances. The UK points to 2 such circumstances, namely: a hypothetical violation should have occurred in connection with the performance of work by the Contractor or the use of the Contractor's equipment. Similarly to the previous paragraph, it does not run counter to the legislation of the Russian Federation and therefore can be applied in Russia.

Also, Article 17.3 of the UK provides that if any party receives a claim from a third party regarding an alleged violation of intellectual or industrial property rights related to the work, but does not notify the other party about it within a certain period, it will be considered that the first party has waived its right to compensation for property losses and fencing from responsibility. This provision is similar to Article 716 of the Civil Code of the Russian Federation, according to which the Contractor is obliged to immediately notify the Customer and, before receiving instructions from him, suspend work if possible adverse consequences for the Customer of following the Customer's instructions on the method of execution of the work are detected. According to this article, a Contractor who has discovered possible adverse consequences for the Customer of following his instructions and has not warned the latter about it, or who has continued work without waiting for a certain period to expire, or, despite the timely instruction of the Customer to stop work, is not entitled to refer to these circumstances when presenting relevant requirements to the Customer. The UK clause has an analogy in Russian legislation (in terms of waiving the right to compensation for losses) and may be applicable.

7) According to Article 17.4 of the UK, the Contractor is obliged to reimburse the Customer, the Customer's staff and their respective agents for property losses incurred due to claims by third parties regarding:

a) bodily injury, illness or death of any person that occurred during the performance of work by the Contractor or related to their execution. Exceptions are cases where this is caused by negligence, intentional actions or breach of Contract on the part of the Customer, his Staff and their respective agents;

b) damage caused to property (other than works and results of works) if it occurred during the performance of works by the Contractor or related to their execution and is caused by negligence, intentional actions or breach of Contract on the part of the Contractor, its personnel and their respective agents or persons employed by one of them.

The legal relations on compensation for damage described in these paragraphs in Russian legislation are regulated by the norms of Articles 1064, 1068, 1079, 1081 of the Civil Code of the Russian Federation.

According to the Civil Code of the Russian Federation, in cases of harm to health or property to any persons, the damage would already be reimbursed by the person who caused it, or by the legal entity whose employee caused the harm (Articles 1064, 1068 of the Civil Code of the Russian Federation). Also, paragraph 1 of paragraph 1 of Article 1079 of the Civil Code of the Russian Federation provides for the obligation of a person whose activities are associated with increased danger to others (construction and other related activities) to compensate for the damage caused by a source of increased danger. That is, in the described situation, the damage under Russian law would be compensated by the Contractor, so he (and his employees) carry out activities as a result of which harm was caused. However, do not forget about paragraph 2 of paragraph 1 of Article 1079 of the Civil Code of the Russian Federation, which states that the obligation to compensate for harm lies with a person who legally owns a source of increased danger. That is, if, for example, equipment belonging to the Customer, or an unfinished building (for example, in the case of destruction of parts or the entire building) damage was caused to third parties, the Customer, as the owner of the source of increased danger, will be obliged to compensate for this damage. In case of fault of the Contractor and his employees, the Customer will be able to recover the amount of compensation in the order of recourse (Article 1081 of the Civil Code of the Russian Federation) or use the right to indemnity, if it is provided for by the contract.

The norms provided for by the Civil Code of the Russian Federation do not exclude the possibility of the parties to the construction contract to include a condition for compensation of property losses provided for by the Silver Book in the contract.

Also, Article 17.4 of the UK provides for the Contractor's obligation to reimburse the Customer for property losses that arose as a result of actions, mistakes of the Contractor, as a result of which the results (both final and intermediate), or a significant part of the equipment and equipment after completion do not correspond to their purpose.

Russian legislation also provides for the Contractor's liability for non-preservation of materials and equipment provided by the Customer, transferred to the Contractor in connection with the execution of the contract (Article 714 of the Civil Code of the Russian Federation), and for failure to achieve the indicators of the construction object specified in the technical documentation (Article 754 of the Civil Code of the Russian Federation). Consequently, civil legislation contains an imperative norm on the civil liability of the Contractor in these cases, and it is impossible to provide for a contractual obligation to compensate for property losses in the same legal relationship, since in this case the Contractor will suffer losses for the same act twice.

8) In addition to the circumstances in which the Contractor is obliged to compensate the property losses to the Customer, the UK provides for cases for the occurrence of the Customer's obligation (Article 17.5 of the UK). The Customer is obliged to reimburse the Contractor for property losses due to claims of third parties regarding:

a) causing harm to the health of any persons, damage to property, except for the results of work, if this is caused by negligence, intentional actions or violation of the Contract on the part of the Customer, his staff and their respective agents;

b) damage caused to property (other than works and results of work), if such damage has a causal relationship with the cases determined by the UK. Such cases are mainly exceptional events (force majeure), that is, they are not under the control of any of the parties, for example, war, natural disasters, etc.

The legal relations provided for in clause "a", just like the legal relations specified in Article 17.4 of the UK, in Russian legislation are regulated by the norms of Articles 1064, Article 1068, Article 1079, Article 1081 of the Civil Code of the Russian Federation. Paragraph "a" of Article 17.5 of the UK does not contradict these norms and can be applied if the parties agree on the obligation of the Customer to reimburse the Contractor for property losses, in cases provided for in this paragraph of the UK.

Paragraph "b" of Article 17.5 of the UK, although it has no analogue in the Civil Code of the Russian Federation, does not contradict the norms of Russian legislation, which means that this provision of the article of the UK can be applied in Russia.

9) According to art. 19.1 of the UK, the Contractor concludes all insurance contracts within its scope of responsibility, as well as extends the validity period of these contracts, the terms of which are subject to prior approval by the Customer. The concluded agreements do not limit the obligations or responsibilities of any of the parties to the contract.

A similar insurance Contractor's obligation is provided for in Russia. Article 742 of the Civil Code of the Russian Federation establishes that the party bearing the risk of accidental death of the construction object, material, etc., is obliged to insure the relevant risks if such an obligation is provided for by the construction contract. As a general rule, the risk of accidental death lies with the Contractor. It should be emphasized that the norm of Article 742 of the Civil Code of the Russian Federation is optional, that is, it begins to work if it is expressly provided for in the contract.

Also, according to the Civil Code of the Russian Federation, the obligated party submits to the other party evidence of the conclusion of an insurance contract on the terms provided for in the construction contract. A similar obligation is fixed in the UK.

As well as according to the provisions of the UK, in the Russian Federation, insurance does not exempt the relevant party from the obligation to take the necessary measures to prevent the occurrence of an insured event.

The next paragraph of Article 19.1 of the UK provides that if one of the parties does not fulfill any condition under the insurance contract concluded under the Contract, the other party has the right to demand compensation from the violator for property losses incurred in connection with such non-compliance. If the insurers refuse to reimburse the amounts provided for upon the occurrence of an insured event, and the parties provide for joint liability, the parties assume losses in proportion to the amount of their liability. However, if the refusal of the insurers is due to a violation by one of the parties of the provisions of clause 19.3 of the IC, the offending party shall reimburse property losses in full. There are no similar provisions of the Civil Code of the Russian Federation, however, these terms of the UK do not contradict the general principles of civil law and can be applied in Russia.

10) According to Article 17.6 of the IC "joint compensation for property losses", the amount of recoverable losses for both the Contractor and the Customer is reduced in proportion to the extent to which the event for which the party entitled to claim compensation was responsible could have affected the occurrence of losses. In other words, if, for example, the Contractor has the right to claim compensation for losses, when calculating the payment due, it is taken into account whether and to what extent the occurrence of events under the Contractor's responsibility contributed to the occurrence of losses.

There is also a norm in Russian legislation, due to which "the causer of harm who has compensated jointly for the harm caused has the right to demand from each of the other causers of harm a share of compensation paid to the victim in an amount corresponding to the degree of guilt of this causer of harm" paragraph 2 of Article 1081 of the Civil Code of the Russian Federation).

This article of the UK has an analogy in Russian law and, accordingly, may be applicable.

 Thus, in the course of the conducted research, it was revealed that most of the analyzed provisions of the Silver Book do not contradict the mandatory norms of Russian legislation. However, there were also those that, without some adjustments, cannot be included in the contract if Russian law applies to the relations that follow from it. 2 out of 14 conditions contained in 10 articles of the Silver Book were found to be unsatisfactory to the requirements of Russian legislation. Their application in Russia will be possible only if they are brought into line with the requirements of Russian law.