Passed 26.09.2001
RT I 2001, 81, 487
Entry into force 01.07.2002
Amended by the following legal instruments
(1) The provisions of the General Part of this Act apply to all contracts specified in this Act or other Acts, including employment contracts and other multilateral transactions, contracts which are not regulated by law but are not in conflict with the content and spirit of the law, and obligations which do not arise from a contract.
(2) If a contract has the characteristics of two or more types of contract provided by law, the provisions of law concerning such types of contract apply simultaneously, except provisions which cannot apply simultaneously or the application of which would be contrary to the nature or purpose of the contract.
(3) The provisions of this Act concerning contracts apply to contracts entered into by more than two parties (multilateral contract) unless they are contrary to the nature or purpose of the contract.
(4) The law may prescribe that specific rules apply to contracts or other obligations in the case a consumer or a trader is a party to an obligation.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
(5) For the purposes of this Act, a consumer is a natural person who concludes a transaction not related to independent economic or professional activities.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
(6) For the purposes of this Act, a trader is a person, including a legal person in public law, who concludes a transaction which is related to independent economic or professional activities.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
(1) An obligation is a legal relationship which gives rise to the obligation of one person (obligated person or obligor) to perform an act or omission (perform an obligation) for the benefit of another person (entitled person or obligee), and to the right of the obligee to demand that the obligor perform the obligation.
(2) The nature of an obligation may oblige the parties to the obligation to take the other party’s rights and interests into account in a certain manner. An obligation may also be confined thereto.
An obligation may arise from:
1) a contract;
2) unlawful damage;
3) unjustified enrichment;
4) negotiorum gestio;
5) a public promise to pay;
6) other bases provided by law.
(1) An imperfect obligation is an obligation which the obligor may perform but the performance of which cannot be required by the obligee.
(2) The following are imperfect obligations:
1) an obligation arising from gambling, except for an obligation arising from gambling or a lottery organised on the basis of a permit;
2) a moral obligation the performance of which complies with public mores;
3) an obligation assumed to secure performance of an imperfect obligation;
4) an obligation which is an imperfect obligation pursuant to law.
(3) Anything which has been delivered for an imperfect obligation to be performed shall not be reclaimed.
(4) The provisions of law concerning obligations apply to an imperfect obligation unless the application of such provisions is contrary to the nature of the imperfect obligation.
[RT I 2004, 75, 522 – entry into force 10.11.2004]
§ 5. Principle of party autonomy of Act
Upon agreement between the parties to an obligation or contract, the parties may derogate from the provisions of this Act unless this Act expressly provides or the nature of a provision indicates that derogation from this Act is not permitted, or unless derogation is contrary to public order or good morals or violates the fundamental rights of a person.
(1) Obligees and obligors shall act in good faith in their relations with one another.
(2) Nothing arising from law, a usage or a transaction shall be applied to an obligation if it is contrary to the principle of good faith.
§ 7. Principle of reasonableness
(1) With regard to an obligation, reasonableness is to be judged by what persons acting in good faith would ordinarily consider to be reasonable in the same situation.
(2) In assessing what is reasonable, the nature of the obligation, the purpose of the transaction, the usages and practices in the fields of activity or professions involved and other circumstances shall be taken into account.
(1) A contract is a transaction between two or more persons (parties) by which one party undertakes or the parties undertake to perform an act or omission.
(2) A contract is binding on the parties.
(1) A contract is entered into by an offer being made and accepted or by the mutual exchange of declarations of intent in any other manner if it is sufficiently clear that the parties have reached an agreement.
(2) Upon acceptance of an offer, the contract is entered into when the acceptance reaches the offeror. In the case of acceptance by an act which is not an express declaration of intent, the contract is entered into as of the offeror becoming aware of the performance of the act unless, by virtue of the offer, practices which the parties have established between themselves or a usage, the contract is deemed to have been entered into as of the performance of the act.
(3) If certain terms must be agreed upon pursuant to an agreement between the parties or at the request of one party, the contract shall not be deemed to have been entered into until agreement has been reached on such terms, unless otherwise provided by law.
§ 10. Entry into contract by auction
(1) In the case of an auction, a contract is deemed to have been entered into upon acceptance of the best tender. The person conducting the auction is presumed to be authorised to accept the best tender.
(2) A tenderer shall be bound by the tender thereof until a better tender is made. In the absence of a better tender, the tenderer shall not be bound by the tender thereof if the tender is not accepted within a reasonable period of time as of it being made.
(3) If a tender is not followed by a better tender, the last tender shall be accepted. If several persons have made equal tenders at the same time and such tenders are not followed by a better tender, the person conducting the auction has the right to select the best tenderer from among the participants in the auction who made equal tenders.
(4) If the terms of an auction prescribe the right of the person conducting the auction to decide on the best tender, the best tender shall be accepted by publication of the corresponding decision within the period of time prescribed in the terms of the auction or, in the absence thereof, within a reasonable period of time. Until such time, persons who have made tenders shall be bound by their tenders.
(1) A contract may be entered into orally, in writing or in any other form if no required format is provided for the contract by law.
(2) If, pursuant to law or an agreement between the parties or at the request of one party, a contract must be entered into in a specific format, the contract shall not be deemed to have been entered into until the specified format is given to the contract.
(3) If a contract must be entered into in a specific format, agreements on security, other accessory obligations, assignment of claims or assumption of obligations arising from the contract shall also be entered into in such format unless otherwise provided by law or the contract.
(4) A written contract is deemed to have been entered into when the parties have signed the contract or have exchanged contractual documents or letters signed by both parties. The law may provide that a written contract is also deemed to have been entered into when the contract has been signed by the obligated party only.
(5) If a contract must be notarially certified or notarially authenticated, the contract is entered into as of the notarial certification or notarial authentication of the contract. If mutual declarations of intent made for the entry into a contract are certified or authenticated separately, the contract is entered into as of certification or authentication of the last declaration of intent.
Durable medium means an instrument which enables a person to store information addressed personally to that person in a way accessible for a period of time corresponding to the purposes of the information and which allows the unchanged reproduction thereof.
[RT I 2010, 77, 590 – entry into force 23.02.2011]
(1) The validity of a contract is not affected by the fact that, at the time of entry into the contract, performance of the contract was impossible or one of the parties did not have the right to dispose of the thing or right which is the object of the contract.
(2) A contract shall also be valid with regard to the universal successors of the parties.
§ 13. Amendment and termination of contract
(1) A contract may be amended or terminated on the agreement of the parties or on another basis prescribed by the contract or law.
(2) If a contract is entered into in a specific format pursuant to an agreement between the parties, amendment or termination of the contract need not be in such format unless the contract provides otherwise.
(3) If a contract prescribes amendment or termination of the contract in a specific format, a party cannot rely on such condition of the contract if the other party could infer from the party’s conduct that the party agreed to the amendment or termination of the contract in another format.
§ 14. Precontractual negotiations
(1) Persons who engage in precontractual negotiations or other preparations for entering into a contract shall take reasonable account of one another’s interests and rights. Information exchanged by the persons in the course of preparation for entering into the contract shall be accurate.
(2) Persons who engage in precontractual negotiations or other preparations for entering into a contract shall inform the other party of all circumstances with regard to which the other party has, based on the purpose of the contract, an identifiable essential interest. There is no obligation to inform the other party of such circumstances of which the other party could not reasonably expect to be informed.
(3) If persons who engage in precontractual negotiations do not reach an agreement, no legal consequences arise for the persons from the negotiations. A person shall not engage in negotiations in bad faith, in particular if the person has no real intention of entering into a contract, nor break off negotiations in bad faith.
(4) If information not subject to disclosure is submitted to a person in the course of precontractual negotiations, the person shall not disclose such information to other persons or use it in bad faith in the person’s own interests whether or not a contract is entered into.
§ 141. Obligation to provide precontractual information in case of contracts entered into with consumers
(1) Traders engaging in precontractual negotiations or other preparations for entry into contracts with consumers shall provide, prior to entry into the contract or making a binding offer for this purpose by the consumer, the following information to the consumer in a manner which is clear and comprehensible for the consumer, unless that information is not already apparent from the context:
1) the data which enable the identification of the trader, in particular the trader’s business name, address of the seat and telephone number;
2) the main characteristics of the goods, service or other performance which are the object of the contract (hereinafter object of contract), to the extent appropriate to the object of the contract and the manner of provision of information;
3) the method of use of any data prepared and transmitted in digital form (hereinafter digital content), technical protective measures applied to it and compatibility thereof with any hardware and software of which the trader is aware or should be aware, if the object of the contract comprises digital content;
4) the total price of the object of contract inclusive of taxes, or where the nature of the object of the contract is such that the price cannot reasonably be calculated in advance, the manner in which the price is to be calculated, and all additional freight, postal or other delivery costs, if the consumer has to cover these costs or where those costs cannot reasonably be calculated in advance, as well as information on that such additional costs may be payable;
5) the arrangements for payment, delivery and execution of an order and the time by which the goods are delivered, the service is provided or other acts are performed;
6) in the case of long-term contracts the duration of the contract, or if the contract is of indeterminate duration or is to be extended automatically, the conditions for terminating the contract;
7) upon provision of maintenance service of the object of contract after the performance of the contract, the existence and the terms and conditions thereof;
8) a reminder that the consumer can rely, upon non-compliance of the object of contract with the terms and conditions of the contract, on the legal remedies provided by law;
9) upon grant of additional warranty in addition to the legal remedies provided by law, the existence and terms and conditions thereof;
10) the procedure for handling complaints implemented by the trader, if it exists.
(2) The provisions of subsection (1) of this section shall not exclude the possibility that the consumer may have a vital recognisable interest for the purposes of subsection 14 (2) of this Act in notification of even other circumstances besides those specified in subsection (1) of this section.
(3) Agreements which derogate from the provisions of this section to the detriment of the consumer are void.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
§ 15. Party’s awareness of deficiencies of contract
(1) If a party has assumed the obligation to engage in preparations for the contract or to inform the other party of circumstances relating to the preparations for the contract and the contract is void due to failure to adhere to a formality, the other party shall be compensated for the damage created due to the fact that the other party believed the contract to be valid.
(2) If, upon entry into a contract, one party is or should be aware of circumstances which do not constitute a violation of formalities but render the contract void or if such circumstances are caused by the party, the party shall compensate the other party for the damage specified in subsection (1) of this section.
(3) Compensation for damage pursuant to the provisions of subsection (2) of this section shall not be demanded if the other party was also aware or should have been aware of circumstances rendering the contract void or if the contract was rendered void due to the party’s restricted active legal capacity or the unconformity of the contract with good morals.
(4) If a person was unaware of circumstances with legal effect due to gross negligence, it is deemed that the person should have been aware of the circumstances.
(1) An offer is a proposal to enter into a contract in a manner which is sufficiently defined and which indicates the intention of the offeror to be legally bound by the contract to be entered into if the proposal is accepted.
(2) A proposal to enter into a contract is not an offer if the person making the proposal expressly indicates that the person does not consider the person to be bound by the proposal or if the nature of the proposed contract or other circumstances dictate that the person making the proposal is not bound by the proposal. Such proposal is deemed to be an invitation to make offers.
(3) A proposal which is addressed to a previously unspecified set of persons and is made by sending advertisements, price lists, rates, samples, catalogues or the like or by displaying goods or by offering goods or services to a previously unspecified set of persons on a public computer network is deemed to be an invitation to make offers, unless the person making the proposal clearly indicates that it is an offer.
§ 17. Offer with fixed term for acceptance
(1) If the term for acceptance is fixed in an offer, the offer is effective and may be accepted until the end of such term. An offer is not accepted in due time if the acceptance does not reach the offeror during the term for acceptance.
(2) A term for acceptance fixed by the offeror in a letter begins to run as of the date shown in the letter. If the beginning of the term for acceptance is not shown in the letter, the term for acceptance begins to run as of the moment the letter is posted.
(3) If an offer is made in person, by telephone or by other means of instantaneous communication, the term for acceptance begins to run as of the moment the offer reaches the offeree unless otherwise indicated by the offeror.
§ 18. Offer without fixed term for acceptance
(1) An offer which is made in person without a fixed term for acceptance lapses if the offer is not accepted immediately, unless the circumstances indicate otherwise. The same applies to an offer made by telephone or other means of instantaneous communication.
(2) An offer which is not made in person and does not have a fixed term for acceptance is effective during the time which is ordinarily necessary for an acceptance to reach the offeror, with due account being taken of the circumstances relating to the entry into the contract, including the rapidity of the means of communication selected by the offeror.
(1) An offer lapses if it is not accepted in due time or when a rejection of the offer reaches the offeror.
(2) An offer does not lapse if the offeror, after making the offer but before an acceptance reaches the offeror, is declared to have limited active legal capacity or dies or is declared a bankrupt or the property thereof is subjected to compulsory administration, unless it may be presumed that the offeror intended for the offer to lapse in such case.
(1) An acceptance is assent to enter into a contract indicated by a direct declaration of intent or by an act.
(2) Silence or inactivity is deemed to be acceptance only if so provided by law, an agreement between the parties, practices which the parties have established between themselves or a usage observed in their field of activity or profession.
(3) If a person whose economic or professional activities include performance of certain transactions or supply of certain services receives an offer for the performance of such transactions or supply of such services from a person with whom the person has continuing business relations, the person shall respond to the offer within a reasonable time. In such case, silence is deemed to be acceptance.
(1) A response to an offer which contains conditions which materially alter the conditions of the offer is a rejection of the offer and also a new offer.
(2) A response which contains conditions which do not materially alter the conditions of the offer is an acceptance unless the offeror objects to the altered conditions without delay. In such case, the conditions of the contract are the conditions of the offer with the modifications contained in the acceptance, unless some other intention is indicated in the offer or acceptance.
(3) If an offer and the acceptance refer to conflicting standard terms or conditions, the provisions of § 40 of this Act apply.
(1) If an acceptance does not reach the offeror in due time, the acceptance is deemed to have been sent in due time if it has been sent in such circumstances that, if its transmission had been normal, it would have reached the offeror in due time.
(2) If an acceptance does not reach the offeror in due time because it was not sent in due time, the offeror may deem the acceptance to have reached the offeror in due time if the offeror informs the offeree thereof without delay. If the offeror does not do so, the acceptance is deemed to be a new offer.
(3) If an acceptance does not reach the offeror in due time but it is evident to the offeror that it was sent in due time, such acceptance is deemed to be a late acceptance only if the offeror informs the offeree without delay of the late acceptance. If the offeror does so, the acceptance is deemed to be a new offer.
(4) If an acceptance does not reach the offeror or does not reach the offeror in due time but, pursuant to law, is deemed to have reached the offeror in due time, the contract is deemed to have been entered into at the time the acceptance would have reached the offeror if there had been no delay.
(1) The obligations of the parties may be set out in the contract or provided by law. The obligations of the parties may also arise from:
1) the nature and purpose of the contract;
2) any practice the parties have established between themselves;
3) any usage observed in the profession or field of activity of the parties;
4) the principles of good faith and reasonableness.
(2) A party shall co-operate with the other party as necessary to enable performance of the obligations by the other party.
§ 24. Contents of obligations of parties
(1) A party may be obligated by a contract to achieve a specific result or to do all that is reasonably possible to achieve that result.
(2) If a party is obligated to do all that is reasonably possible to achieve a result, the party is obligated to make such efforts as reasonable persons in the same field of activity or profession would make under the same circumstances.
(3) If a contract does not expressly indicate whether a party is obligated to achieve a specific result or to do all that is reasonably possible to achieve that result, the obligations of the party shall be determined by taking primarily the following into account:
1) the nature and purpose of the contract;
2) the manner in which obligations are expressed in the contract;
3) the terms and conditions of the contract;
4) the probability of achieving the desired result;
5) the ability of the other party to influence the performance of the obligation.
(1) In the case of contracts entered into with respect to the economic or professional activities of the parties, the parties are bound by any usage they have agreed to apply and by any practice they have established between themselves.
(2) Unless the parties agree otherwise in the case of contracts entered into with respect to their economic or professional activities, they are also bound by any usage which persons who enter into contracts in the same field of activity or profession generally consider applicable and take into account, except where application of such usage would be contrary to law or would be unreasonable under the circumstances.
§ 26. Terms deliberately left open
(1) When entering into a contract, the parties may leave some of the terms open with the intention of reaching an agreement on such terms in the future or leaving the terms to be determined by one party or a third party (terms deliberately left open).
(2) If the parties do not reach an agreement on a term left open or if a party or a third party does not determine the term left open, the validity of the contract is not affected unless it can be presumed that the parties intended otherwise.
(3) If a term left open is to be determined by a party or a third party, the term must conform to the principles of good faith and reasonableness.
(4) If a term left open is to be determined on the basis of circumstances independent of the party which do not exist at the time the term is to be determined, the term shall be determined on the basis of the nearest equivalent circumstance.
(5) If a term determining the extent of a party’s obligation is left open, the other party has the right to determine the term unless otherwise provided by an agreement between the parties or dictated by the nature of the contract.
(6) If a term is to be determined by several third parties, the consent of all of them is required to determine the term. If an amount of money is to be determined by several third parties, the average amount determined by them shall be taken as the term.
(7) If a term left open is to be determined by a party but the party fails to do so during the agreed period of time or, if no such agreement exists, during a reasonable period before the time by which performance of the obligation may be required, or during a reasonable additional term established by the other party for determining the term left open, the right to determine the term transfers to the other party.
(8) If a term left open is to be determined by a party, the party shall determine the term by making a declaration to the other party. If a term is to be determined by a third party, the third party shall determine the term by making a declaration to both parties.
(9) A party may require that a term left open be determined by a court if:
1) the parties fail to reach an agreement on the term;
2) a third party fails to determine the term during the agreed period of time or, if no such agreement exists, during a reasonable period of time before the time by which performance of the obligation may be required;
3) the other party fails to determine the term left open after the right to determine the term has transferred to the other party pursuant to the provisions of subsection (7) of this section.
(10) A court shall determine the terms left open in a contract based on the nature and purpose of the contract.
(11) A party may also require that a court determine a term left open if the term determined by the other party or a third party does not conform to the principles of good faith and reasonableness.
§ 27. Absence of agreement on fundamental terms
(1) If the parties have not agreed or only believe that they have agreed on a fundamental term determining their rights and obligations, the contract shall be valid if it can be presumed that the contract would have been entered into even without an agreement on such term.
(2) In the case specified in subsection (1) of this section, a term which is reasonable based on the circumstances, the intention of the parties, the nature and purpose of the contract and the principle of good faith applies.
(1) Contracts entered into in economic or professional activities are presumed to have a price.
(2) Where a contract does not determine the price or a method for determining the price and the nature of the contract or other circumstances do not dictate the price or the method of determining the price, the price to be paid shall be the price generally charged at the time of the entry into the contract at the place of performance of the contract for the performance of such contractual obligations or, if no such price can be determined, a price reasonable under the circumstances.
§ 281. Restrictions on claiming payment in case of contracts entered into with consumers
(1) The trader may demand, in addition to the price agreed for performance of the principal obligation constituting the object of contract or other fee, that the consumer make additional payment for the performance of an accessory obligation or other additional obligations only in the case the consumer has expressly acknowledged the obligation to make such additional payment. The intention of the consumer is not deemed to have been expressly stated if the trader uses such pre-filled selections for obtaining the consent of the consumer which the consumer is required to reject in order to avoid the additional payment.
(2) If a trader charges a fee from a consumer for the performance of monetary obligations arising from a contract by certain means of payment, such fees may not exceed the cost borne by the trader for the use of such means of payment.
(3) If a trader allows a consumer to contact the trader for communicating messages or expressions of will relating to a contract or in connection with other circumstances relating to the performance of the contract by calling the phone specified by the trader, the trader may not demand that the consumer make an additional payment for it.
(4) Agreements which derogate from the provisions of this section to the detriment of the consumer are void.
[RT I, 31.12.2013, 1 – entry into force 13.06.2014]
§ 29. Interpretation of contract
(1) A contract shall be interpreted according to the actual common intention of the parties. If such intention differs from the ordinary meaning of the words used in the contract, the common intention of the parties prevails.
(2) A contract shall not be interpreted on the basis of an incorrect denotation or expression which the parties used due to an error or from a desire to conceal their actual intention.
(3) If one party understands a term or condition of a contract to have a particular meaning and the other party was or should have been aware of such meaning at the time of entry into the contract, the term or condition shall be interpreted according the understanding of the first party.
(4) If the actual common intention of the parties cannot be determined, the contract shall be interpreted according to the meaning that reasonable persons of the same kind as the parties would give to it in the same circumstances.
(5) In interpreting a contract, regard shall be had, in particular, to:
1) the circumstances in which the contract was entered into, including the precontractual negotiations;
2) the interpretation which the parties have previously given to the same term or condition of the contract;
3) the conduct of the parties before and subsequent to entry into the contract;
4) the nature and purpose of the contract;
5) the meaning commonly given to terms and expressions in the field of activity or profession concerned;
6) usages and practices established between the parties.
(6) A term or condition of a contract shall be interpreted together with the other terms and conditions of the contract and shall be given the meaning to be inferred from the nature and purpose of the whole contract.
(7) If a word or expression has several meanings, the word or expression shall be understood in the meaning which best conforms to the nature and purpose of the contract.
(8) In interpreting a term or condition of a contract, an interpretation which renders the term or condition lawful or effective shall be preferred unless otherwise provided by law.
(9) Where a contract is drawn up in several languages which are equally authoritative, the interpretation according to the version in which the contract was originally drawn up shall be preferred if there is any discrepancy between the versions.
§ 30. Acknowledgement of obligation
(1) A contract in which performance of an obligation is promised in such a manner that the promise creates an independent obligation or in which the existence of an obligation is recognised is an acknowledgement of obligation.
(2) An acknowledgement of obligation shall be made by the obligated party in writing unless otherwise provided by law.
(3) An acknowledgement of obligation need not be in writing if it is made on the basis of a current account or if the obligor acknowledges an obligation which has arisen in the course of the economic or professional activities thereof.
(1) If parties have agreed in a written contract that the contract prescribes all of the terms of the contract (merger clause), any prior declarations of intent or agreements of the parties which are not embodied in the contract are deemed not to form part of the contract. The prior conduct of the parties shall also not affect the contract.
(2) If a merger clause is prescribed in standard terms, it shall be presumed that the parties intended their prior declarations of intent, acts or agreements to be deemed not to form part of the contract.
(3) In the case of a merger clause, the prior declarations of intent of the parties may be used to interpret the contract.
(4) If, after entering into a contract, a party indicates to the other party by a declaration of intent or by conduct that the party considers a prior declaration of intent or agreement of the parties to form part of the contract or that the party will rely on the prior conduct of the parties, the party shall not rely on a merger clause to this extent.
(1) If a contract is entered into with respect to the economic or professional activities of the parties but is not in written form and if, within a reasonable time after entry into the contract, one party sends a written document to the other party confirming the content of the contract (written confirmation) which contains terms which do not differ materially from the terms agreed upon earlier or do not materially alter them, such terms shall become part of the contract unless the other party objects to them without delay after receipt of the written confirmation.
(2) The provisions of subsection (1) of this section do not apply if the party which sent the written confirmation knew or should have known that the contract had not been entered into or if the contents of the written confirmation differ from the terms agreed upon earlier to such extent that the person who sent the written confirmation cannot reasonably rely on the other party’s consent to the contents of the written confirmation.
(1) A preliminary contract is an agreement under which the parties undertake to enter into a contract in the future under the terms agreed upon in the preliminary contract.
(2) If, pursuant to law, a contract is to be entered into in a specific format, the preliminary contract shall also be entered into in the same format.
[Repealed – RT I, 31.12.2013, 1 – entry into force 13.06.2014]