26 September 2024
This article is about the Supreme Court ’s Decision of 19.12.2023 No. 41-KG23-59-K4.
In a case considered by the Civil Board, two citizens concluded a preliminary contract for the sale and purchase of non-residential premises and included in it a provision on a deposit. The parties also stipulated that the premises would be vacated by the Seller by the date of the main contract.
Indeed, the inclusion of a deposit in the preliminary contract is a normal factor for qualification of relations as pre-contractual, the problem arose in relation to the obligation to vacate the premises. Such a provision is atypical for pre-contracts.
The Buyer sent a letter in which it demanded the return of the deposit and its unwillingness to conclude the main contract of sale due to violation of the provision of the preliminary contract.
The courts considered the Buyer’s actions to be in bad faith and did not assess the breach itself on the part of the Seller. The Supreme Court pointed out that within the framework of freedom of contract there is no prohibition to introduce a «problematic» provision in the preliminary contract and its violation is the basis for such behavior of the future Buyer, which means that he can demand the deposit back and not conclude the main contract.
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