Commercial contracts—Armenia—Q&A guide
Commercial contracts—Armenia—Q&A guide

The following Commercial practice note provides comprehensive and up to date legal information covering:

  • Commercial contracts—Armenia—Q&A guide
  • 1. Is there an obligation to use good faith when negotiating a contract?
  • 2. How are ‘battle of the forms’ disputes resolved in your jurisdiction?
  • 3. Is there a legal requirement to draft the contract in the local language?
  • 4. Is it possible to agree a B2B contract online?
  • 5. Are there any statutory or other controls on parties’ freedom to agree terms in contracts between commercial parties in your jurisdiction?
  • 6. Are standard form contracts treated differently?
  • 7. What terms are implied by law into the contract? Is it possible to exclude these in a commercial relationship?
  • 8. Is your jurisdiction a signatory to the United Nations Convention on Contracts for the International Sale of Goods (the Vienna Convention)?
  • 9. Is there an obligation to use good faith when entering and performing a contract?
  • More...

This Practice Note contains a jurisdiction-specific Q&A guide to commercial contracts in Armenia published as part of the Lexology Getting the Deal Through series by Law Business Research (published: June 2020).

Authors: Concern Dialog Law Firm—Aram Orbelyan; Lilit Karapetyan; Shushanik Stepanyan

1. Is there an obligation to use good faith when negotiating a contract?

Armenian law does not currently recognise the obligation on contracting parties to use good faith when negotiating a contract.

2. How are ‘battle of the forms’ disputes resolved in your jurisdiction?

To conclude a contract, it is necessary to have two or more declarations of intent, both corresponding with one another. It is commonly accepted that a contract is concluded if the parties have reached a consensus on the essential conditions of the contract.

Under the Civil Code of Armenia, if an offer is made by one party, no contract is formed unless unconditional acceptance is given to all offer terms. If the terms of the response to the offer deviate from the offer in any manner, the response shall be treated not as an acceptance but a rejection of the offer and a counteroffer. It means that each party’s reference to its own general conditions is considered a rejection of the other party’s offer and treated as a counteroffer.

Under this law, the party that sent the last form is deemed to have made an offer,

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