TRUST BUT VERIFY: legal verification of a Russian partner and of a contract  

 

This article would be interesting for both foreign companies and foreigners who interact or planning to interact with Russia. I guess that anyone else planning to cooperate with any other foreign partner could find some important information from here.

Expanding trade horizons and economic relations, businessmen spend a lot of effort to find foreign partners, persuade them to conclude a contract. Then when the common consent is received – profit is almost in the pocket, just few formalities are left! When concluding foreign economic contracts, businessmen pay attention to the essence of the agreement, obtaining certain favorable conditions, profit-making, minimizing possible risks.

Unfortunately, quite often while this, some essential details might be missed out. I am telling about legal details that negotiators sometimes miss accidentally by inattention or by ignorance. But sometimes they miss it intentionally, not wanting to seem impolite or too distrustful in relation to partners. This last reason sounds especially ridiculous in comparison with the consequences that might occur if the legal details are not checked or agreed. If something goes wrong – e.g. a partner delays payment or does not pay, a cargo is lost in transit, or conditions changed and it became impossible to fulfill obligations – for example, if unexpected sanctions inhibit the contract, the need for the contract no longer exists etc. – verification of your foreign partner and beforehand proper fulfillment of all essential legal formalities could prevent being nervous, possible long-lasting lawsuit and huge financial losses.

It is better to prevent legal risks than to face unexpected bad consequences in the future. How to protect yourself from such situations? Here are some of the points that you should pay attention to while negotiating concluding a contract:

  1. Whether the person holding the negotiations and signing the contract has the necessary authorities (If it turns out that the agreement is signed by unauthorized person, the partner might legally renounce the performance of obligations under the contract);
  2. Whether the description of a foreign partner correspond to reality (Do not neglect it. If it turns out that the company with which the contract was signed with is not registered, or its legal address or obligatory requisites are different from those specified in the contract, it could be impossible to file any claims);
  3. Whether the agreement includes all the obligatory essential conditions and other legal requisites, that:
  • Correspond to the international legislation and the legislations of the countries of the agreeing parties,
  • Include the agreed subject of the contract, rights and duties, payment details and It is good to assure that the contract properly describes the moment of performance of obligations under the contract, applicable trade operations, the moment of transfer of ownership and transfer of risks of loss or damage to goods, applicable law and dispute settlement procedure,
  • Assure that the contract allows to define all the parties quite precisely, with correct name and all obligatory requisites (to exclude possibility that in the future your partner, or governmental authorities, or the court do not recognize the signing of the agreement by the parties).

 

How to verify a Russian partner?

Minimal care would include asking your partner to give you copies of the company’s constituent and registration documents and a document verifying the authorities contract signer (it is better if the copies are notarized).

You can verify your partner – whether the partner is really registered; whether the company is now what is called in Russia “scrapyard” – meaning having a nominee director of a company that does not do any real business; whether he is not under bankruptcy procedure or does not have any other bad reputation .

Such verification can be held through official registers (EGRUL, etc.) or other sources. Usually doing it from the other country is difficult as such online services might be unavailable from other countries and if you do not speak Russian language.

Verifying that the Russian part of the contract matches the part in your language is also important, as if Russian language prevails, and the contract is subject to Russian law, authorities and courts would interpret its terms as they are provided by Russian law.

In relation to the last feature, it is important to negotiate the so called ‘applicable law’ – the legislation of a country that will be applied to the relations of partners. If the applicable law is undefined the parties, then the so-called ‘conflict norms’ are used – rules that define which countries’ laws are applicable in a certain case. Just imagine, that if you do not care about it in advance, your contract might unexpectedly to you become subject to Russian law, or other country’s law that you were not familiar with but which unexpectedly ruins your plans for, e.g., recovering a penalty.

Another important advice to you is to negotiate conditions in a written form quite detailed and to keep the correspondence in your records, even if you negotiate conditions via emails – this wound help you prove your position in court. Basically, this is a major advice for all kinds of business negotiations. Unfortunately, sometimes even the best trustful relationships change into a cold calculation with own interests of one party.

Also, do not hesitate to ask and collect invoices issued, payment documents, reconciliation acts, certificates of work performed, any other documents and reports on the work performed.

So please take into consideration how important it is to have a due diligence by verifying your potential Russian partner and providing proper legal support to the contract itself.

If all of your legal  due diligence (ok, or agreeing to a contract with no care) did not go right and the issue came up, you would have to search for ways of solving your problems, restoring your violated rights and returning losses. At this point you would remember the advices about verification of a potential partner and of the contract.

 

It would not be  difficult, if you have a good Russian lawyer (independent from your potential partner) who would be able to represent your interests, agree your contract, explain you specifics of Russian and international laws, translate you Russian texts if necessary, and to ‘be your eyes and hands in Russia’ – to able to provide you with quick legal and factual support right from Russia.

I am wishing you good luck and success in your business.

Contact me by any contacts below.

 

Best regards, 

Anna S. Menshova

Lawyer and Legal adviser

Saint Petersburg, Russia

Tel. +7 967 590-73-79

E-mail: a_menshova@inbox.ru

FB: https://www.facebook.com/anna.menshova.3

Twitter: https://twitter.com/AnnaSMenshova

VK:  https://vk.com/annchitos

Skype: annchitos

Ultimate Russian Sanctions Guide

This summer in August 2, 2017  the President of the US Donald Trump has approved a new package of sanctions on Russia.

As Russia’s prime minister Dmitry Medvedev commented the newly imposed sanctions of summer 2017, the sanctions were tantamount to a “full-scale trade war”. Basically, the signed sanctions bill limits the own US President authority to reverse or relax them without approval from Congress. A background to these news, that in fact the American President could not deny signing this bill, as  It was passed in the Senate by 98 votes to 2 and in the House of Representatives by 419 to 3, and the president’s veto could easily be rejected by Congress, does not compensate this chagrin feeling.  So the hope that our relations with the new American administration would improve has faded again.

I will tell you honestly, and this is not just my own notice, that during the US presidential election campaign in 2016 so many Russians  enthusiastically watched the campaign and the elections. So that even interest to our own elections to Gosduma, the lower house of Russian Parliament, faded in the light of American elections. What is the reason of such a high interest, you may ask? No, it was not a hope for cancellation or at least release of sanctions. It was just a nationwide hope for long-awaited thaw in relations between two great countries. These constant struggle and information mud flow just became so much tiring… So sanctions had nothing to do with it.

According to the opinion poll that was held from 2nd to 3rd of March 2017 by VTsIOM (Russian Public Opinion Research Center), the impact of sanctions on each person is pretty low, not the way that is was expected and especially not the way that it is represented in the western mass media: only 17% of Russians (whereas 45% in 2015) note certain consequences of the sanctions for themselves and their loved ones, and as a reason to it, their complaints are mostly related to rising prices and worsening financial situation (66%). More than three quarters of respondents (79%) do not feel the consequences of the sanctions (whereas in August 2014 it was 92%).

According to the VTsIOM poll of March 2017, more than half of the Russian citizens (59%, which is the maximum for all the years of measurements) express readiness to live in economic crisis and to tolerate certain difficulties in the current economic situation for the sake of continuing Russia’s foreign policy in Ukraine. The different opinion, dissatisfaction with the situation around sanctions, is held by 34% of Russians (among the supporters of the Liberal Democratic Party – 46%, among people who estimate their financial situation as bad or very bad – 48%).

According to the results of the most recent VTsIOM  survey (held on the July 30-31, 2017), the citizens of Russia are accustomed to sanctions and took the new US sanctions calmly. The assessment of opinions concerning the US sanctions on Russia remained relatively unchanged from the results of March’s survey. The most recent polls show that 35 percent of respondents think the sanctions positively influence Russia, 26 percent feel the opposite, and 29 percent believe the sanctions have not particularly affected Russian society.

The overall impact of sanctions has been to isolate Russia from the global economy and hold back economic modernization, as it is literally, openly and directly said by the European Parliament Briefing brochure March 2016.

Summarizing the abovementioned, the sanctions policy of the West has not achieved the awaited results: Sanctions have not influenced Russian public opinion. The Russians have adapted to the current situation and do not demand that the authorities will seek the lifting of sanctions.

Russian sanctions have initiated a full information war about it to break out. The most interesting thing about it is that the reports and conclusions on the impact of the Russian sanctions are often given in a quite affirmative way by the countries or reporters who have a quite distant view, no connection to Russia and no point of view from inside or firsthand from Russia.

As for example, the European Parliament Briefing brochure March 2016 says: “Sanctions have affected the Russian economy in various ways. The main short-term impact comes from restrictions on Western lending and investment in Russia. Oil and gas production remains unaffected for the time being, but in the long term energy exports are likely to suffer. Meanwhile, Russian counter-sanctions are benefiting the agricultural sector, but consumers are losing out in terms of choice and price. So far, the overall impact of sanctions has been to isolate Russia from the global economy and hold back economic modernization”.

The most contentious issue is the reason for sanctions imposing that is represented in mass media. As through a carbon paper, or better using Ctrl+C à CTRL+V, such western reviews are never missing the opportunity to strengthen in the reader’s mind, just like in a school textbook, or in a mantra, even in one sentence, that such measures were a reaction to annexing Crimea, and/or fomenting separatist uprisings in the eastern Ukrainian region of Donbass.

But this is all sometimes o far away from the reality.

To have a view from inside or firsthand from Russia, to find out exactly who is sanctioned, what is prohibited to do with or in Russia and what real impact does the sanctions bring, read the continuation of the topic and follow our updates.

Bye and take care.

 

Yours sincerely,

Anna S. Menshova

Lawyer and Legal adviser

Saint Petersburg, Russia

Tel. +7 967 590-73-79

E-mail: a_menshova@inbox.ru

Twitter: https://twitter.com/AnnaSMenshova