Application and Renunciation of English Contract Law in Russia in Light of Recent Developments in the Social and Economic Environment.

Abstract

The paper outlines the prospects and problems surrounding the application of English contract law in Russia in light of the recent development in the social economic environment in Russia. This development has been predominantly influenced by the beginning of the Special Military Operation (the SMO) in February 2022 and by the Western sanction policy that was implemented thereafter. Since the collapse of the Soviet Union in 1991, Russian contract law has been significantly reformed. This has been achieved by the introduction of the principle of freedom of contract and autonomy of will into the Russian legal system in an explicit and detailed manner. As a result, parties to international contracts have widely used the right to choose any national law as applicable to their arrangements. For decades, it has been a common business practice in Russia to subject international contracts, specifically financial deals as well as mergers and acquisition transactions, to English law. This happened because of the unique instruments of English law which did not have any equivalent in Russian law. Due to the high demand for these instruments from the business community, certain amendments were introduced in the Russian Civil Code in 2015. These amendments implemented some contract law instruments which have their origin in English law. Consequently, Russian contract law has become more business oriented. Many international contracts concluded before February 2022, and some contracts concluded thereafter are still regulated by English law. Russian judicial practice proves that application of English law to contracts does not entail application of foreign sanctions and Russian counter-sanctions to the respective contractual relations. These sanctions and counter-measures are not regarded as a part of contract law applicable to contracts. Furthermore, English contract law allows aggrieved parties to successfully protect their interests in cases where their counterparts committed a breach of contract as a result of voluntarily following the sanction policy.