Drafting contracts

In long-term commodity contracts — especially in energy, mining, and infrastructure sectors — the “take or pay” clause is a cornerstone risk-allocation tool. Though not expressly codified in Russian civil law, this mechanism is widely used and judicially recognized. It allows parties to agree that a buyer must either take delivery of a minimum agreed quantity of goods or pay for it regardless. This structure protects sellers from the volatility of buyer demand while offering buyers price stability and priority access to supply. The legal basis for such clauses in Russia rests on the principle of freedom of contract under Articles 1(2), 421(4), and 422 of the Civil Code of the Russian Federation. Grazhdanskiy Kodeks Rossiyskoy Federatsii [Civil Code of the Russian Federation] arts. 1(2), 421(4), 422 (1994) (Rus.) [ hereinafter CC RF ]. As the Supreme Court of the Russian Federation has clarified, the absence of specific statutory regulation does not invalidate such arrangements — especi...