1. If, after the conclusion of the contract, a normative legal act is adopted which expressly prohibits certain types of contractual liability, the terms of the concluded contract shall remain in force, unless the normative legal act establishes that its effect is retroactive.

2. A pledge agreement may provide for a pledge of property that the pledgor will acquire in the future.

3. Courts cannot change the contractual penalty rates for the breach of obligation by one party, even if lower rates are applied for the same breach by the other party.

The Supreme Court’s position

The bank (respondent) extended a loan to the claimant from the International Development Association’s credit line within the framework of the Climate Adaptation and Mitigation Program for Aral Sea Basin Project. Under loan agreement No 8 dated 8 February 2018 the loan was in USD for 7 years at 5.5% per annum for the purchase of cooling and freezing technologies for fruits and vegetables.

The loan agreement provides for the collection of the following frees:

(a) a one-time loan arrangement fee of 0.5% of the loan amount (Clause 2.9);

(b) an ‘increased’ interest of three times the [standard] interest rate on the overdue of the principal for the entire period of delay charged in the national currency at the Central Bank’s exchange rate (Clause 4.4 (1));

(c) annual interest rate of 3% on the undisbursed part of the credit line allocated to the borrower (Clause 4.8).

The courts have reached a correct conclusion to dismissing the claims to declare Clauses 2.9, 4.4(1), (2), 4.8 of the loan agreement invalid on the grounds that they contradict Resolution No RP-3620. Because [The Collegium has cited Nr 4 Resolution dd 23 March 2018 No PQ-3620]. Resolution of President No RP-3620 came into force after the conclusion of the credit agreement, and the requirements of this norm apply to credit organizations.

The courts have rightly refused the claim to declare clause 7.1 of the loan agreement invalid. Clause 7.1 of the loan agreement provides for the pledge of the buildings and structures of the claimant as well as for the additional pledge of the technologies purchased on the [extended] loan upon their arrival and installation. Since clause 7.3 of the loan agreement states that the debtor undertakes to maintain credit security in the amount of at least 125 percent of the loan amount, this is not a basis for declaring clause 7.1 of the loan agreement invalid.

The arguments that the general meeting of the participants of the claimant did not adopt a resolution to consent to the additional pledge upon the arrival and installation of the technologies purchased on the extended loan, and that the manager [rahbar] of the claimant did not have the authority to dispose of the property are also unfounded. [The Collegium has cited Art 126 CC]. Also, the claimant accepted the loan funds agreed upon and received under the terms of the loan agreement without objection, and the authority of the manager of the claimant was confirmed.

The courts have also correctly refused the claims on changing the contractual penalty from 0.5% of the amount of the delayed payment for each day of delayed payment to 0.1% of the amount of the delayed payment in clause 4.4 (2) of the loan agreement.

[The Collegium has cited Arts 382, 384, 354 and 116 CC.] It was not found that the said clauses of the loan agreement, as stipulated in the statement of claim, did not comply with the requirements of the legislation, or were concluded with a purpose that was deliberately contrary to the principles of law and order or morality.

Based on the above, the court of first instance came to a well-founded conclusion on the refusal to satisfy the claims, and the court of appeal leaving the decision unchanged. The arguments presented in the cassation appeal are unfounded and do not constitute grounds for annulling the court decisions.