The new Civil Code: another approach of contracts

The new Civil Code settles the unfair competition clauses for associates, assurances for credits or financial losses, the situations in which the buyer is not approving the quality. A fundamental change brought by the new code is the unification of the legal system for civil and commercial contracts, with all the consequences that fallow up this approach. There were also elucidated some aspects regarding sale and purchase contracts, location and assurances.

Simple companies will have legal personality

According to the new settlements, the companies are divided in simple companies (civil) and special companies. The simple companies are constituted through the company contract, exclusively in the conditions of the Civil Code. The special companies are all the other companies which are constituted also through a company contract but for exercising some economic activities stipulated in special laws such as 31/1999 law concerning commercial companies.

Through the company contract, two or more persons are obliged to cooperate for the development of one activity and to contribute with money, goods or specific knowledge with the purpose of splitting the profits. The contracts of simple company can be concluded for example for building a house with many apartments or the land owners can reunite in order to exploit the lands.

The new code also stipulates that the civil companies can ask for legal personality if that's what the associates wish for.

The obligation of unfair competition of the associates

The law settles that an associate cannot unfairly compete the company on his own or  through a third party and can't make any activity in his own name or on a third party name that can damage the company in any way.

The mediation contract

The Civil Code settles the mediation contract for the first time, in order to facilitate the businesses.

According to the mediation contract, the mediator makes the connection between his client and a third person for closing a contract but without having a mandate from one of them. The mediator receives his payment only if the contract is concluded. The client must announce that the contract is closed in 15 days after its closure.

When the buyer is not approving the quality

The new Civil Code clarifies some aspects regarding sale and purchase contracts. When a buyer contests the quality of the recently purchased goods, an expert will be nominated to evaluate the situation. This settlement will also apply on the contracts concluded before the new Civil Code implementation, if the transfer of the goods took place on a later time after the new Civil Code will be in place.

The location (lease/rental) contract will constitute executory title

The new Civil Code stipulates an important amendment concerning the executory nature of the location contracts. A location contract concluded on a determined period of time and registered at the competent fiscal authority represents executory title for the refund of the leased/ rented goods.

Source: www.sfin.ro