VIS Trading Co Ltd v Nazarov & Anor

VIS Trading Co Ltd v Nazarov & Anor

The Court held that the letter of 24 April 2009 constituted a binding contract between VIS and Ansol under Russian law, as it was a sufficiently certain offer expressing intention to be bound, and acceptance was constituted by VIS's forbearance in not demanding immediate repayment, which amounted to the action indicated in the offer under Article 438(3).

Parties
Claimant/respondent: VIS Trading Co. Ltd; Defendant: Avaz Saidovich Nazarov; Defendant/appellant: Ansol Limited
Jurisdiction
England and Wales
Judgment Date
20 March 2014
Procedural Posture
Civil Appeal / Court of Appeal Judgment
Outcome
Appeal dismissed
Legal Topics
Formation of Contract, Offer and Acceptance, Russian Civil Code, Loan Agreements, Guarantees
Contract Law International Commercial Law Formation of Contract Offer and Acceptance Russian Civil Code Loan Agreements Guarantees

Case Brief

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Parties

VIS Trading Co. Ltd

Claimant/respondent

Avaz Saidovich Nazarov

Defendant

Ansol Limited

Defendant/appellant

Procedural Posture

Civil Appeal / Court of Appeal Judgment

Legal Issues

  1. 1 Whether the letter of 24 April 2009 constituted a binding contract under Russian law between VIS and Ansol for repayment of loans
  2. 2 Whether there was a valid offer and acceptance under Russian Civil Code
  3. 3 Whether forbearance constituted acceptance under Article 438(3)

Ratio Decidendi

The Court held that the letter of 24 April 2009 constituted a binding contract between VIS and Ansol under Russian law, as it was a sufficiently certain offer expressing intention to be bound, and acceptance was constituted by VIS's forbearance in not demanding immediate repayment, which amounted to the action indicated in the offer under Article 438(3).

Court Disposition

Appeal dismissed

Orders

  • The appeal by Ansol Limited is dismissed.
  • The judgment of the High Court is upheld.