Bill No. 92282-8 "On Amendments to Certain Legislative Acts of the Russian Federation (on Anti-sanctions amendments)" was submitted to the State Duma of the Russian Federation by Deputy P.V. Krasheninnikov

24 may 2022

The draft law establishes additional grounds for termination of obligations, the fulfillment of which objectively becomes permanently impossible due to the introduction of restrictive measures against citizens of the Russian Federation and Russian legal entities, as well as cases of exemption from liability for improper fulfillment of obligations under the conditions of unfriendly actions of foreign states.

Link with the current status of the bill

Deputy Managing Partner of AB SPb "Main Letter" Orlova Nadezhda and partner of AB SPb "Main Letter" Gavrichkov Vitaly gave their comments on this.

Based on the feedback/conclusions on the draft law, it will be finalized (clarified) at the stage of the second reading (in particular, by the 2nd reading, a norm should also be provided aimed at solving problems with the fulfillment of obligations on syndicated loans. The draft law should provide for a provision allowing, in order to fulfill obligations under syndicated loans during the implementation of unfriendly actions, to grant the right to a credit manager (only a Russian organization) to instruct the debtor or third parties to make payments under syndicated loan agreements directly to the participants of the syndicate of creditors).

The draft law proposes amendments to Federal Law No. 52-FZ of November 30, 1994 "On the Enactment of Part One of the Civil Code of the Russian Federation", Federal Law No. 231-FZ of December 18, 2006 "On the Enactment of Part Four of the Civil Code of the Russian Federation", as well as the establishment of a number of provisions having independent nature of regulation.
That is, the relevant provisions are amended not in the Civil Code of the Russian Federation itself, but in the Federal Law on the entry into force of the Civil Code of the Russian Federation, which does not change the legal significance for their application, but, most likely, only indicates the temporary nature of the provisions under consideration.

The lawyers note that the Civil Code of the Russian Federation already has Articles 416 and 417 ("Termination of an obligation by impossibility of performance" and "Termination of an obligation on the basis of an act of a state authority or local self-government body"). The Civil Code of the Russian Federation also contains provisions on force majeure (Part 3 of Article 401 of the Civil Code of the Russian Federation) and on the possibility of withdrawal from the contract (Article 450.1 of the Civil Code of the Russian Federation).
As a legislative novelty, it can be attributed that the obligation is "frozen", and the person is not responsible for its non-fulfillment or improper fulfillment if he proves that proper fulfillment objectively turned out to be temporarily impossible. In our opinion, this expands the opportunity for the debtor to create a problem for the creditor in the courts.

Thus, if the bill is adopted in the form under consideration, almost everything will depend on the practice in the courts. 
Of course, there may be many questions about the bill, for example, the bill does not take into account that civil relations are often not one obligation, but their whole chain. And the counterparty of the released person may also have its own obligations. He will not be able to fulfill them, not because of sanctions, but because of non-fulfillment of obligations by the counterparty, which, by virtue of Part 3 of Article 401 of the Civil Code of the Russian Federation, is directly called a circumstance that does not exclude liability.
But it seems that these problems could have arisen earlier when interpreting the existing provisions of the Civil Code of the Russian Federation. 
The main thing is that the courts should not allow arbitrary refusal to fulfill obligations and require a high standard of proof of the impossibility of fulfilling obligations.