Design Contract. Contractual Changes Agreed to by Electronic Correspondence. Non-Execution of the Contract. Contractual Termination. Consequences

JURISPRUDENȚĂ COMENTATĂ ȘI ADNOTATĂ

Abstract

The additional act to a contract is concluded, as a rule, in the classic form, being signed and unequivocally assumed by both contracting parties. In synalagmatic contracts, the parties generally stipulate a final clause that sets out the conditions under which the contract can be modified. In the same vein, also in general, the parties expressly also stipulate contractual termination/resolution clauses, as well as the cases that attract this sanction.

The electronic correspondence through which the parties agree on changes or the addition of new contractual conditions and clauses, accepted by both parties, represents a contract amendment, according to the principle of consensualism and produces effects according to art. 1.270 C. civ. Therefore, even if an additional act is not concluded to the contract in classic form, which foresees all these changes, as long as their acceptance was achieved by the parties through electronic correspondence, the parties are required to comply with the new understanding.

Failure to comply with the new contractual obligations, established by means of electronic correspondence, activates the contractual termination clause established in the original contract that can be invoked by the party that fulfilled its contractual obligations. As a result, even if the party at fault invokes the fact that a classic addendum to the contract was not signed to establish the new contractual obligations in its charge, establishing and accepting them, through electronic correspondence, has the value of an addendum to the contract, and non-compliance with the contractual obligations leads to the termination of the contract.