The courts reminded: violation of the state contract is not a reason to withhold the entire amount of collateral
The customer refused the contract because the goods did not meet its conditions. The supplier demanded to return the security, as the document ceased to be valid. The customer refused: according to the terms of the transaction, the money is returned if all obligations are fulfilled properly.
The court did not support the supplier: the contract fixed the right to recover security due to violations, they were proved.
The appeal and cassation decided otherwise:
• although the parties have provided for the right to withhold collateral due to violations of obligations, the Civil Code of the Russian Federation and Law No. 44-FZ do not allow this to be done completely. There is also no unambiguous condition in the contract that the customer can keep all the money regardless of the size of the penalty;
• it is necessary to interpret the provisions of the contract on the disputed right of the customer in favor of the weak side — the supplier. Otherwise, the customer could have been unreasonably enriched;
• the security can be withheld only in the amount of the penalty if the counterparty has not paid it on the claim. The customer did not ask for damages or to pay a penalty. The contract was terminated, so the money should have been returned.
Similar conclusions were reached, in particular, by the AC of the Ural District.
Document: Resolution of the Volga-Vyatka District AS of 05.07.2022 in case N A43-11822/2021