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effected through their compulsory regulation at the level of law or other by-laws depending on the future practice of applying these instruments.

Taking into account that option contractual structures are in their turn just a variety of contracts, general rules for the regulation of contractual terms are also subject to application.

In particular, to option contractual structures, Art. 431 of the Civil Code of the Russian Federation, which allows to determine, in court, the content of an unclear contractual condition.

Of course, when interpreting the terms of a contract with the elements of an option, the literal meaning of the words and expressions contained in it will first be taken. And only if it is impossible to establish the actual agreed expression of the will of the parties, this will will be clarified in the court proceeding from the analysis of the objectives of the contract, the previous conduct of the parties, all relevant circumstances, including the negotiations and correspondence preceding the contract, the practice established in mutual relations of the parties, the customs of business turnover , the subsequent behaviour of the parties.

Customs can be applied, as sources of legal regulation, to secondary conditions of option contractual structures not listed as essential, but relevant for contracts of this type.

The price of granting the right of claim also falls within the scope of the legal regulation and is determined by the rules of Art. 424 Civil Code of the Russian Federation. Execution in the framework of such an option structure is subject to payment by agreement of the parties118. In the event that the amount of payment has not been established by agreement of the parties and cannot be determined on the basis of the terms of the contract, the amount of remuneration is

118 Compensatory nature of the option reimbursement notes P.P. Tsitovich, considering the stock transaction with a premium under the laws of the Russian Empire. He points out that the mutual position of the paying and receiving premium is as follows: for one (paying the premium), the chance of loss is lowered, and the chances of earning are multiplied; for another, the income is multiplied; However, the chances of losing multiple (Tsitovich P.P. Works on commercial and exchange law. In 2 volumes. Volume 1 Textbook of commercial law; To the question of merger of commercial law with the civil law. Moscow: Statut, 2005. P. 388).

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underlying obligation itself – both the main contract in the option agreement and the terms of execution of the main obligation under the option contract120.

For example, if the parties conclude an option contract for the transfer of non-residential premises with a floor space of one hundred square meters, then they will be guided not only by the provisions of Art. 429.3 of the Civil Code of the Russian Federation, but also, from the moment of application by the obliging party of the requirement to transfer the premises in rent, the norms of Chapter 34 of the Civil Code of the Russian Federation.

In particular, the provisions of Art. 616 of the Civil Code of the Russian Federation in terms of determining the obligations of the parties for the maintenance of leased property, the provisions of Art. 609 of the Civil Code of the Russian Federation in the part of compulsory state registration of the lease of immovable property.

Despite the full implementation of the principle of freedom of contract in the formation of a legal definition of contractual options, the legislator still did not leave this contractual structure without legal regulation. Depending on the subject of the main obligation of the option contractual structure, its conditions are limited to those norms of legal regulation that apply to the conditions for the implementation of the main subject of the contractual structure, as if it were the subject of a different contract.

The ambiguity of the object of any option contractual structure allows us to establish quite clearly the moment when the relations of the parties arise within the framework of the option contractual structure and delimit it from the moment of

120 In his work, V.V. Vitryansky notes that special contractual structures, the legislative models of which are stipulated by the current Code (Civil Code), unites in a single independent civil-law category the fact that any civil contract, falling within a set of known signs under legislative model of a particular structure, must be subordinated along with the rules governing this particular contract, special rules designed to regulate the relations of the parties within the framework of the social contractual structure. Actually, the whole point of introducing the legislative model of a special contractual structure in the Code (Civil Code) is to ensure that special rules specific to a particular structure apply to the whole contract, which is part of the legislative model. Moreover, the named special rules in this case are subject to application to the contract containing the signs of a special contractual structure, regardless of the type of contract and the terms of the obligation generated by it, in priority order in comparison with the rules of the relevant contract. (Vitryansky V.V. Special contract structures under the conditions of reformation of the civil law // Khoszyaystvo i pravo.2011 – No 10. P. 15).

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origin and implementation of the relations of the parties in the performance of the primary obligation within the framework of the option contractual structure, which in turn determines the procedure for the application of the regulatory norms of law to this or that relationship of the parties. The application to the relations of the parties arising in the framework of the option contractual structure and aimed only at creating a subjective right to fulfil the basic obligation, those norms of law that govern the relations of the parties arising directly in the performance of the primary obligation may distort the actual will of the parties entered into contractual relations in under the option contractual structure121.

Completeness of the implementation of the principle of freedom of contract in the formation of legal definitions of option contractual structures not only allows business entities to most effectively implement their own economic goals, but at the same time requires close attention to the formation of their conditions at the stage of pre-contract negotiations. This, in turn, is a negative feature of the maximally realized principle of freedom of contract in legal definitions.

Legal regulation of contractual terms contributes to the protection of the interests of both parties, since certain conditions set by the norms of civil legislation, even in a dispositive form, fall under the category of essential ones, that is, necessary for a contract of this type.

Being substantial, these contractual terms, regardless of the will of the parties, require their inclusion in the total volume of the contractual terms, and the availability of disposability in the legal regulation allows the parties to reach their

121 For instance, between the parties an optional purchase and sale agreement for goods – twenty trucks – was concluded. Party with the right to claim a specific performance has made preparatory actions – reported to the obligated party the shipping details and approximate terms of shipment but did not express a requirement for the shipment of the goods. Having counted the provided information as sufficient, the obligated party carried out the delivery of the goods and demanded its acceptance and payment according to the rules of Art. 484 and 486 of the Civil Code of the Russian Federation. The buyer refused to accept and pay for the goods, since they were not required to carry out shipment. In the example above, the seller incorrectly determined the time when the parties' relations arose on the fulfilment of the main obligation – the purchase of goods. Such a relationship could arise between the parties only when the buyer was asked to transfer the goods to him. Accordingly, the seller incorrectly applied and regulatory standards st.st. 484, 486 of the Civil Code of the Russian Federation, since relations in the purchase and sale between the parties to the option agreement had not yet occurred by that time and the buyer had not planned, by virtue of its own economic interests, to realize its subjective right to fulfil the obligation to purchase and sell the goods.

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own agreement based on their own economic goals regarding the scope and content of these conditions.

Imperatively established contractual conditions, in contrast to dispositive, reduce the flexibility of the contractual structure and the possibility of forming its content (conditions) based on the individual economic goals of the parties to the deal.

However, it is imperatively established contractual conditions aimed at observing public interests that form the basis in the scope of rights and obligations, on the basis of which the parties can form additional contractual obligations or provide for other additional rights with a view to realizing their own private-law interests.

It should be noted that, in accordance with Art. 432 of the Civil Code of the Russian Federation, the conclusion of a contract arises at the time of agreement of the will of the parties with respect to all material terms of the contract.

Essential conditions of the contract can be divided into two categories – conditions expressly indicated as essential or necessary by virtue of a law or in accordance with it, and conditions not named at the legislative level as essential but objectively necessary for the implementation of a particular contractual structure.

The contractual terms of the first category, as essential, receive legal protection by virtue of direct indication of the law. As a legal protection, the fact of recognizing a contract in which such conditions are not present is not concluded122.

Contractual terms not listed in the law as essential, but objectively necessary for the implementation of a specific contract, do not receive legal protection by default. In case of their absence, it is possible to establish the content of such conditions in a judicial procedure at the stage of execution of the contract, proceeding from the provisions of Art. 431 of the Civil Code of the Russian

122 In this case, the contract can not be invalidated depending on the content of the essential condition established by law. The content of the essential condition of the rule of law does not apply. Considering the impact of legal norms on the content of contracts B.I. Puginsky also notes that the legislation mainly determines not the specific content of obligations, but the order of formation, elaboration of the terms of contracts by the parties themselves. (Puginsky B.I. Civil law instruments in business relations. – Moscow: Yurid. Lit., 1984. P. 114).

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Federation based on the objectives of the contract, the customs of business turnover, the previous and subsequent behaviour of the parties and other circumstances.

Not always a compulsorily established contractual condition will fully correspond to the actual will of the parties, which in turn distorts the very principle of voluntariness of wills.

Part 2 of Art. 432 of the Civil Code of the Russian Federation suggests an alternative approach to resolving this problem of legal regulation. Without reducing the degree of implementation of the principle of freedom of contract, this rule of law invites the parties independently, as a result of unilateral will, to create a list of additional material conditions that allow individualize an option deal.

As a result, the parties, with the widest possible observance of the principle of freedom of contract and minimization of legal regulation on the part of the state of a particular contractual structure, need to independently form the list of conditions necessary for the full and corresponding agreed expression of will of the parties to implement the contractual structure chosen by the parties and reflect the data conditions, as conditions in respect of which it is necessary to reach an agreement, that at the pre-contract stage raises another fact that has legal significance – establishing the essential conditions of individual parties.

Contractual terms not listed in the law as essential, but objectively necessary for the implementation of a specific contract, do not receive legal protection by default. In case of their absence, it is possible to establish the content of such conditions in a judicial procedure at the stage of execution of the contract, proceeding from the provisions of Art. 431 of the Civil Code of the Russian Federation based on the objectives of the contract, the customs of business turnover, the previous and subsequent behavior of the parties and other circumstances.

Not always a compulsorily established contractual condition will fully correspond to the actual will of the parties, which in turn distorts the very principle of voluntariness of wills.

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Part 2 of Art. 432 of the Civil Code of the Russian Federation suggests an alternative approach to resolving this problem of legal regulation. Without reducing the degree of implementation of the principle of freedom of contract, this rule of law invites the parties independently, as a result of unilateral will, to create a list of additional material conditions that allow individualize an option deal.

As a result, the parties, with the widest possible observance of the principle of freedom of contract and minimization of legal regulation on the part of the state of a particular contractual structure, need to independently form the list of conditions necessary for the full and corresponding agreed expression of will of the parties to implement the contractual structure chosen by the parties and reflect the data conditions, as conditions in respect of which it is necessary to reach an agreement, that at the pre-contract stage of negotiations raises another fact that has legal significance – establishing the essential conditions by individual parties.

Considering the relationship between the implementation of the principle of freedom of contract and state legal regulation, present in legal definitions of option contractual arrangements, it should be noted that the legislator has established in a dispositive form only a minimum amount of material conditions that are covered by a remedy and that, without additional conditions, cannot lead to an effective implementation of option agreements in full.

Consequently, the parties to the option contractual arrangements at the precontract negotiations stage will also have to formulate a list of additional material conditions based on their own private-law interests.

Analysing in general the relationship between the degree of compliance with the principle of freedom of contract and measures of legal regulation, we can draw the following conclusion.

Legal definitions as an agreement on the granting of an option to conclude a contract, as well as an option contract, contain the minimum number of essential conditions established by virtue of the law for disclosing the objects of these contractual forms.

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Essential conditions envisaged as such for option contractual structures are provided at the legislative level in a dispositive form and are applied insofar as the parties to the agreement have not reached an agreement on other terms.

In general, legal definitions of option contractual structure fully meet the principle of freedom of contract, allowing to fully implement the private-law interests of the parties, which, when formulated in the form of an agreed will, can be aimed at achieving almost any economic goal. It can be expected that all other contractual structures, although not listed in the Civil Code of the Russian Federation, but used in business activities, and in their legal nature related to the contractual institution of the option as a whole, will also be subject to a minimum amount of legal regulation.

The free formation of contractual terms when using the option contractual structure does not affect the main subject of the contract with the use of the option element and extends exclusively to the option contractual structure itself, that is, to a legal mechanism that generates an independent property right of a performance requirement from one of the parties.

The subject of the main obligation of the option contractual structure is subject to less liberal legal regulation and is subject to those norms of law that would regulate the exercise of rights and obligations within the framework of the contracts with the same subject matter as mentioned in the Civil Code of the Russian Federation.

In general, the implementation of the principle of freedom of contract when regulating the formation of conditions for option contractual arrangements contributes to their popularization and wide application in practical business activities.

However, wide application of the principle of freedom of contract as a whole at the same time makes it difficult to form a complete and objectively agreed expression of the will of the parties to the contract with the use of an option element. Disclosing the items of option contractual structures, the dispositions of