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activities on the basis of a license of a stock exchange broker or an exchange broker.

5. The provisions stipulated by this Code on the option obligation and the option agreement are applied to the stock option agreement unless otherwise provided by law, other legal acts or in accordance with the established rules of the bidding organizer. "

In this regard, Article 429.4 of Chapter 27 of the Civil Code of the Russian Federation entitled "Contract with execution on demand (subscriber agreement)" is proposed to be designated 429.5 of Chapter 27 of the Civil Code of the Russian Federation.

The proposed legal definition of a stock option agreement will rule out the violation of the hierarchy of legal regulation rules when using option contractual structures in organized trades, and simultaneously the possibility of the most complete and timely legal regulation of contractual relations arising during the conduct of organized trades.

At its core, option contractual structures do not contain either an alternative or an option obligation, legal definitions of which were introduced in the Civil Code simultaneously with legal definitions of the two completed contractual structures.

As well as option contractual structures, alternative, as well as option obligations, generate subjective rights. However, the content of the rights in question differs significantly.

Common signs of an alternative and an option obligation are that the right of choice in these kinds of obligations belongs precisely to the debtor, and the amount of performance is predetermined. Execution will be carried out, with the integrity of the participants of the obligation, regardless of the will of the parties. At the discretion of one of the parties to such obligations, only the right to choose the subject of performance from among those objects of performance that have been agreed in advance between the parties remains.

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On the other hand, the creditor in the alternative or option obligation is not given the right to choose in terms of accepting performance. In any case, the creditor must accept the execution, when it is committed by the debtor of his choice.

The presence of the obligation of the debtor to perform in alternative or option obligations objectively exists and arises at the moment of the occurrence of the obligation itself. The emergence of such a duty is the result of the mutual agreement of the will of the parties to the obligation.

The period during which the right to choose performance in an alternative undertaking may be exercised is not an essential condition. In the absence of such a term, the alternative obligation is not considered invalid104.

Granting to the debtor the right to choose performance in alternative or option obligations is the result of the will of both sides of such an obligation.

Unlike an alternative or an option obligation, the right to demand execution is acquired not by the debtor-party by the tenderer or by the obligated party, namely the creditor-party by the acceptor or obliging party of the option contractual arrangement on a reimbursable basis as a result of the deal.

The scope of performance in option contractual arrangements is predetermined. In contrast to the alternative or option obligation, the fact of execution within the framework of the option contractual structure is dependent on the will of one of the parties. Before the application of the requirement for

104 In accordance with paragraph 45 of the Resolution of the Plenum of the Supreme Court of the Russian Federation of November 22, 2016 No. 54 "On Some Issues in the Application of the General Provisions of the Civil Code of the Russian Federation on Obligations and Their Performance" stipulates that the debtor, entitled to an alternative choice, one of the alternative duties in the time limit established for the performance of the obligation. If the debtor does not make a choice within the established time limit, the creditor obtains the authorized choice. Clause 45 of the Resolution of the Plenum of the Supreme Court of the Russian Federation of November 22, 2016 No. 54 also established that, in the absence of a condition on the time period for performing the choice of performance in an alternative undertaking, creditors or a third party entitled to exercise the choice shall have the right to perform the performance within a reasonable time. If this is not done, the debtor has the right to demand from the creditor or a third party instructions on the subject of the performance of the obligation, and in case of their non-entering into the period provided for in clause 2 of Article 314 of the Civil Code of the Russian Federation to fulfil the obligation at its discretion.

Decree of the Plenum of the Supreme Court of the Russian Federation dated November 22, 2016 No 54 «On some issues of application of the general provisions of the Civil Code of the Russian Federation on obligations and execution thereof” / Bulletin of the Supreme Court of the Russian Federation. – No 1. – January, 2017.

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execution, the obligation of performance, as such, does not exist in the option contractual structure. There is only a duty, not settled by law, voluntarily accepted by the debtor to perform certain actions.

The parties to the option contractual arrangements at the time of their conclusion do not know whether the performance will come or not, as the execution does not depend entirely on the mutually agreed upon expression of the parties' will but is subordinated to the economic interests of the party obliging in the option contractual structure. A distinctive feature of option contractual structures from an alternative or an option obligation is the absence of an unconditional obligation to accept performance at the time of the conclusion of the relevant contract mediated by the option contractual structure. Binding within the framework of option contractual structures a party is entitled to independently determine the further fate of performance depending on its own entrepreneurial goals. Guided by its own economic interests, the obliging party has the right either to exercise its right to demand execution or to refuse to continue to perform the obligation by the obligated party.

Unlike the alternative obligation, the deadline for presenting the performance requirement under option contractual arrangements is an essential condition, in the absence of which the option contractual structure is not concluded.

The above comparison shows that option contractual structures and alternative or option obligations are completely different in their legal nature.

Having considered similar to the options contractual structures contracts, named in the Civil Code of the Russian Federation, as well as types of obligations, it can be argued that option contractual structures have their own distinctions inherent only in them. This proves not only their independence, but also the commonality of the type of obligation generated by them, which in turn allows one to assume the existence of a separate contractual institute of the option as a whole, in which as sub-institutions there is an option to conclude a contract and an option agreement. The objectives of option contractual structures may sometimes coincide

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CHAPTER 3 Formation of contractual relations of the parties with the use of option contractual structures

3.1 Option to conclude a contract and an option agreement as prerequisites for concluding contracts.

Confidence of the entrepreneur in the availability of goods or the possibility of obtaining the result of work performed or services rendered, as well as possessing information about the invariability of value and other conditions for their acquisition allow the subject of entrepreneurial activity in aggregate to negotiate with his counterparties for the further sale of such goods as part of their own goods, works or services. This, in turn, facilitates the reconstruction of production or the conduct of other activities, a mandatory condition for which is the continued availability of such goods or the possibility of obtaining it as soon as possible.

The emergence of contractual relations in entrepreneurial activity is always preceded by a number of organizational and legal prerequisites. Preconditions create the necessary conditions for entrepreneurs to achieve precisely the goals they pursue by entering into contractual relations.

Based on the analysis of Art. Art. 421, 432 of the Civil Code of the Russian Federation, it can be concluded that the prerequisites for the conclusion of any civil law contract is the presence of at least one of the following conditions: the agreed will of the parties, the existence of direct instructions to the law, a voluntarily accepted obligation to conclude a contract.

The moment of the conclusion of the contract is the moment of occurrence of the mutually agreed will of the parties. When concluding a contract, an offer and its acceptance are forms of expressing the will of persons intending to enter into

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contractual relations, and in aggregate, the mechanism for accepting a directed offer is a way of agreeing on the will of the parties106.

The existence of a direct instruction of the law, as a prerequisite for the conclusion of a contract, applies to a larger extent to contracts of a public nature. This premise is aimed at observing public interests while providing society with socially significant goods, works or services.

A voluntary commitment to conclude a contract is also a prerequisite for concluding a contract. Such an obligation can be either bilateral, for example, a preliminary agreement, or one-way – an irrevocable offer. As a contractual prerequisite, this obligation determines the private legal interest in the origin of contractual relations. A contractual premise can be used if the parties, when doing business, want to make the conclusion of a contract binding, even if the conclusion of such an agreement between the parties is not directly stipulated by law.

O.A. Krasavchikov in his work noted that under the grounds and prerequisites for the emergence, change and termination of civil legal relations is understood a certain complex of different in nature phenomena, the interaction of which entails the movement of civil legal relations107. O.A. Krasavchikov proposed a conditional separation of the prerequisites and grounds for the movement of legal relations into three main categories: 1) normative prerequisites, 2) legal grounds and 3) the actual basis for the emergence, change and termination of civil legal relations.

At present, it is difficult to agree with such a proposed classification. Proceeding from the principle of freedom of contract, all the prerequisites

can be divided into only two categories: 1) normative prerequisites and 2) legal grounds. The actual basis for the appearance, change and termination of civil legal relations is based on free expression of will. In the case of a unilateral duty to conclude a public contract, the will of the second party to enter into a contractual

106The acceptance of the direct offer also confirms the conclusion that the basis for concluding a contract and the emergence of obligations is not the agreed will of the parties, namely the parties' expressed will (agreed will).

107Krasavchikov O.A. Legal facts in the Soviet civil process. – Moscow: Gosyurizdat, 1958. P. 1.

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relationship is necessary. Even with the condition that the conclusion of a contract is obligatory for both parties, by virtue of the direct instruction of the law, one of the parties' statements on the intention to enter into contractual relations is necessary.

Similarly, an expression of the will of a willingness to accept execution in the form of a contract is required and with the voluntary assumption of the obligation to conclude a contract.

B.I. Puginsky considers the basic prerequisite for the conclusion of the contract of free will108. With this statement, it's also difficult to agree. Freedom of the will limited by public interest, certainly, is important for the introduction into contractual relations. It allows the party to determine its own choice of counterparty, the subject of the contract and its terms. However, the will, which is not expressly defined and not accessible to other participants in civil turnover, cannot generate any legally significant facts. Only the expressed will can be the basis for the beginning of the negotiation process preceding the conclusion of any civil contract. The main prerequisite for concluding a contract is not in itself an internal will, but its expression, that is, the will. The actual basis of prerequisites for the conclusion of any contract is the presence of the will of the parties to conclude a contract and the consistency of such wills.

According to some authors, any deal, including the contract, is formed by two elements – will and will109. At the same time, will is the prevailing element and forms the basis of the deal110.

This opinion cannot be accepted either, since will is an exclusively subjective sign. The real party's will can only be determined by the party itself. For other participants in civil relations, the actual will of the party is of secondary

108Puginsky B.I. Theory and practice of contract regulation. – Moscow: IKD “Zercalo-M”, 2016. P. 68.

109Braginsky M.I., Vitryansky V.V. Contract law: General provisions. – Moscow: “Statut”, 1998. P. 135.

110Braginsky M.I., Vitryansky V.V. Ibid. P. 135. Pokrovsky I.A. Major problems of civil law. – Moscow: Statut, 1998. P. 249.

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importance. They are based not on the actual will, but on how this will is expressed in civil circulation, that is, on the will.

The prevailing significance of the expression of will over the will at the conclusion of the contract was noted by D.I. Meier: "Each agreement, being a legal deal, essentially needs a certain form, so that only an agreement, clothed in a known form, becomes binding. The mere fact that two or more persons have the same will, does not generate anything obligatory, for a person can change it111”.

This position is also confirmed by the provisions of Art. 431 Civil Code of the Russian Federation. In interpreting the terms of a contract, the court takes into account the literal meaning of the words and expressions contained in it. The literal meaning of a contractual condition in case of its ambiguity is established by comparison with other conditions and the meaning of the contract as a whole. If the content of the contract cannot be determined through an analysis of the terms of the contract, the actual general will of the parties must be clarified, taking into account the purpose of the contract112.

From this it can be concluded that the basic (basic) prerequisite for concluding a contract is the agreed conscientious will of the parties to a deal whose operation is limited to a certain period of time during which the parties are required to agree all the essential terms of the contract and conclude it in the form established by law for corresponding type of contract.

Subjects of entrepreneurial activity having a need to purchase or sell products, works or services in future periods shall fix in the agreement between

111Meyer D.I. Russian civil law. In 2 parts. Part 2. : on updated and revised 8th edition, 1902. – Moscow: Statut, 1997. P. 169.

112An essential role as the main prerequisite for the conclusion of a contract is given to the will of the contract law of England. So the British scientists D. Samond and D. Williams point out that the will with which the law connects these or other consequences is not the hidden, unmanifested desire of the party, but only its will that is expressed outward and expressed in such a way that those persons who affected by its legal effect, as well as courts designed to provide it with coercive power, could know its content (Samond D., Williams D. Fundamentals of contract law. Translation from English by: S.A. Andrianov and V.V. Zaytseva / under editorship and introductory art. By E.A. Fleitshits. – Moscow: Publishing house of foreign literature, 1955. P. 26).

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themselves their mutual will, which in its content and form is sufficient for the emergence of contractual relations.

Prerequisites for the conclusion of a contract, which is subject to mandatory conclusion, essentially already preconditions for the conclusion of a contract on general terms. This is due to the fact that the principle of freedom of contract is applied in such contractual relations in a truncated order, since one of the parties, by virtue of the indication of the law, or voluntarily assumed obligations, the conclusion of a contract is not a right, but a duty.

The obligation to conclude a contract is determined from the legal point of view not only by the mechanism of compulsion to conclude a contract, but also by the availability of the possibility of compulsory setting of a number of contract terms in accordance with the conditions established in legislative or subordinate regulatory legal acts, and also in accordance with obligations previously assumed by the counterparty.

As a prerequisite for the conclusion of a contract, two circumstances necessarily act: 1) the direct indication of a law or subordinate normative act and 2) a voluntary commitment to conclude a contract.

Wide interest in the field of entrepreneurial activity is the second prerequisite for concluding a contract without fail – a voluntary commitment. Such a prerequisite allows you to establish in advance the essential terms of the contract, determine the price of the goods sold and provide the buyer with legal protection in the event of evasion of the seller from the conclusion of the main contract in the future precisely to the extent necessary to compel the conclusion of the contract on the terms of which the agreement was reached.

An independent civil law contract or other deal at the same time may be a prerequisite for concluding a different contract.

A classic example of a deal that creates the prerequisite for the conclusion of the main contract is an option to conclude a contract.

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The option to conclude a contract is a complex contractual arrangement that includes unilateral deals in the direction of an offer and its acceptance, as well as a bilateral deal in the form of an agreement on the terms of acceptance of a directed offer.

When concluding an option agreement, the obligated party thereby assumes the obligation to conclude the main contract, that is, it provides an offer. At the same time, it is not known whether the reciprocal will of the obliging party will be to conclude such a contract.

At the stage of conclusion of the option agreement and even after its conclusion, the binding party, as well as the obligated party, does not have the obligation to conclude the main contract.

In the absence of a mutual declaration of the will of the parties to the option agreement to enter into new contractual relations provided for in the main contract, the option agreement becomes the prerequisite for the conclusion of the main contract.

Accepting the offer of the obligated party to conclude the main contract, the obliging party also by its unilateral expression of will generates an obligation, both to conclude a contract, and to accept performance under the concluded contract. However, the obligation of the obligated party at this stage of execution of the option agreement has already been terminated, but the obligated party has obligations under the main contract, which is concluded from the moment of receipt of the acceptance

In accordance with paragraph 6 of Art. 429.2 of the Civil Code of the Russian Federation, an agreement on an option to conclude a contract may be included in another agreement.

An option agreement, depending on the purposes of its conclusion, can be both a separate contract and a legal mechanism to ensure the demand of the interested party for the supply of related goods when acquiring the basic goods or in purchasing more goods than stipulated in the terms of the main contract.