Annotation

The article examines the implementation of the principle of freedom of contract in relation to commercial concession agreements within the framework of sanctions and countersanctions regulation. The purpose of the study is to identify the key limitations on the parties autonomy of will arising in the structuring of the terms of a commercial concession agreement, as well as to analyses current approaches to judicial protection of the rights of its parties. The methodological framework is based on formal legal analysis of civil legislation, a comparison of private-law and public-law constraints on contractual freedom, and the study of judicial practice in disputes concerning the grant of a bundle of exclusive rights, state registration of the agreement, and the admissibility of restrictive clauses. It is established that, under a sanctions regime, freedom of contract in commercial concession agreements should be regarded not merely as a form of the parties autonomy of will, but also as a legal mechanism for the allocation of registration, antitrust, currency-related, and other risks arising in the grant and use of a bundle of exclusive rights. The study demonstrates that the sanctions regime increases the importance of the legal structuring of the agreement, since the risks associated with performance of obligations, state registration, and changes in economic conditions become central to the allocation of obligations and liability between the parties. It is shown that judicial protection in this area increasingly focuses on verifying the legal fact of the grant of rights, compliance with registration obligations, the parties good faith, and the admissibility of restrictive clauses, including their relationship with antitrust requirements, as well as the requirements of legal certainty and balance of interests. The article concludes that there is a need for clearer contractual and judicial specification of the mechanisms for allocating sanctions-related risks in commercial concession relations.