Võlaõigusseadus

Võlaõigusseadus, Estonian Act on Obligations and Contracts, is a central statute in Estonian private law that governs obligations arising from contracts and from other non‑contractual sources. The act provides general rules for the creation, content, and termination of obligations, and sets the framework for how contracts are formed, interpreted, performed, and enforced. It aims to ensure predictability and fairness in both commercial and personal relations.

The Võlaõigusseadus covers formation and validity of contracts, performance standards, breach and remedies, and termination. It regulates the consequences of non‑performance, including damages and interest, as well as contract adjustments and rescission. The act also deals with transfer of rights and obligations, assignment of claims, novation, subrogation, and the establishment and enforcement of security interests such as guarantees and deposits. In addition, it provides rules on interpretation of terms, good faith, change of circumstances, and invalidity of contracts due to defects or illegality. It governs a range of contract types, including sale, lease, loan, service, and agency agreements, as well as other obligations not arising from contracts.

The Võlaõigusseadus operates alongside other private‑law instruments, notably the Civil Code and sector‑specific statutes, and is applied by courts to resolve civil disputes. It embodies core principles of Estonian contract law, including the obligation to perform contracts in good faith and in accordance with their terms, and is subject to amendments to reflect EU harmonisation and modern commercial practice.