Legal mechanisms for adapting ongoing contracts to changes in tax legislation: judicial practice and prospects

The subject of the study consists of the norms of civil and tax legislation of the Russian Federation that regulate the procedure for forming and changing the contractual price when a tax obligation arises for VAT during the execution of a long-term contract, as well as the legal positions of the Constitutional Court of the Russian Federation set forth in Resolution No. 41-P of November 25, 2025, which defined the limits of one-sided shifting of the indirect tax burden onto the buyer, who is deprived of the right to a tax deduction. The subject of the study also includes two competing legislative approaches to addressing the identified problem: the government’s draft law amending Article 168 of the Tax Code of the Russian Federation, providing for the application of the calculation method for determining VAT, and the alternative position of the Chamber of Commerce and Industry of the Russian Federation, insisting on maintaining the mechanism for increasing the price by the amount of the tax – examined through the prism of distinguishing between private law and public law regulation of contractual pricing. Methods and methodology: the research is based on the dialectical method of cognition; the formal-legal method was applied when analyzing the norms of the Civil Code of the Russian Federation and the Tax Code of the Russian Federation, the comparative legal method was used when comparing competing draft laws, as well as the method of legal modeling. The scientific novelty of the research lies in the fact that a critical analysis of both competing legislative approaches to the distribution of tax burdens on long-term contracts — the government’s calculation method and the position of the Chamber of Commerce and Industry of the Russian Federation – has been conducted for the first time from the standpoint of distinguishing between public law and private law regulation, as well as in the justification of the author's model of legal solutions to the problem. It has been established that both proposed mechanisms represent a forced redistribution of risk in favor of one of the parties and equally violate the principle of freedom of contract. As a conclusion, it is proposed to add a norm to Article 310 of the Civil Code of the Russian Federation regarding the right of a party to a long-term contract to unilaterally refuse it in the event of a significant change in the tax conditions of execution, unless otherwise provided for by the contract itself. It is concluded that tax legislation should only determine the subject, object, and amount of the tax obligation, while the distribution of related economic risks between the parties to the contract falls within the sphere of civil law rather than tax regulation.