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Article 159. The Bases for the Invalidity of Transactions

as amended by (12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)".

1. A transaction entered into without obtaining the required licence or after the expiry of the term of a licence shall be invalid.

2. A transaction which pursues the purposes of unfair competition or which violates the requirements of business ethics shall be invalid.

3. A transaction which is entered into by the person who did not reach fourteen years of age, except for the transactions stipulated in the Article 23 of this Code, shall be invalid.

4. A transaction which is entered into by a junior which reached fourteen years, without consent of his parents (adopters) or sponsors, except for the transactions which he in accordance with the law has the right to enter into independently, may be recognised by the court as invalid upon the action by the parents (adopters) or the guardian.

5. A transaction shall be invalid which is entered into by a person who is recognised as incapable as a result of a mental disease or mental weakness. A transaction which is entered into by a citizen, who afterwards is recognised as incapable (Article 26 of this Code), may be recognised by the court as invalid upon the action by his guardian, provided it is proved that at the moment of the commitment of the transaction that citizen was in the condition of a psychic disorder.

6. Upon the requirement of the guardian the court may recognise as invalid transaction which is entered into by the person whose deed capacity is restricted by the court.

7. A transaction which is entered into by a citizen who, although capable, but at the moment of its commitment was in a state that he could not realise the meaning of his actions or guide them, may be recognised by the court as invalid in accordance with the action of that citizen, but if when alive the citizen did not have an opportunity to file the action, - after the death of the citizen upon the action of any other interested persons.

8. A transaction which is entered into as a result of a significant error may be recognised by the court as invalid upon an action by the party which acted under the influence of misguidance. The misguidance is material where it relates to the nature of a transaction, the identity, or to any other qualities of its subject which significantly reduce the possibility of its intended use. Misguidance in the motives may serve as a basis of invalidity of a transaction only when such motive is included in its contents as a delaying or annulling condition (Article 150 of this Code).

If the misguidance is a consequence of gross carelessness of the participant in the transaction, or it is covered by his entrepreneurial risk, the court, taking into account the specific circumstances and the interest of the other participant of the transaction, shall have the right to refuse the action to recognise the transaction as invalid.

9. A transaction which is entered into under the influence of fraud, violence, or threat, and also a transaction that the person was compelled to enter into as a result of a combination of difficult circumstances and on conditions extremely unprofitable for himself which was exploited by the other party (shackling agreement), may be recognised by the court as invalid upon the action of the victim.

10. A transaction which is concluded as a result of a malicious collusion of the representative of one party with the other party, may be recognised by the court as invalid upon the action of the victimised party. Compensation for losses which are inflicted upon the victimised party (paragraph 4 Article 9 of this Code), may be imposed upon the unfair representative in the procedure of subsidiary liability.

11. A transaction performed by a legal entity in contradiction to the objects of the activity expressly restricted by the present Code, or other legislative acts, or foundation documents, or in violation of the charter authority of its body, may be recognised as invalid pursuant to a court action of the owner of the property of a given legal entity, provided it is proved that the other party to a given transaction knew, or deliberately must have known about such violations.

12. The transactions which are stipulated in paragraph 3 and 5 of this Article, upon the claim of the parents, adopters or guardians of infants or of incapable persons by the decisions of a court may be recognised as invalid, provided they are entered into for the benefit of the indicated persons.

Article 160. Fictitious or Faked Transactions

1. A fictitious transaction is one which is entered into only for the sake of appearances, without intentions to cause any legal consequences shall be invalid.

2. If one transaction is entered into only for the purpose of hiding another transaction (faked), then the rules shall be applied which are applicable to the transaction which the parties actually had in mind.

Article 161. The Consequences of Invalidity of Part of a

Transaction

Invalidity of part of a transaction shall not entail the invalidity of its other parts, provided it is possible to presume that the transaction was entered into without inclusion of its invalid part.

Article 162. The Statute of Limitations With Regard to Invalid

Transactions

as amended by (12) Law of No. 211 of 2nd March 1998 of the Republic of Kazakhstan. Concerning the Introduction of Amendments and Additions to the Civil Code of the Republic of Kazakhstan (General Part), and to the Decree of the Supreme Soviet of the Republic of Kazakhstan "Concerning the Implementation of the Civil Code of the Republic of Kazakhstan (General Part)".

2. The statute of limitations with regard to disputes associated with the invalidity of a transaction on the bases stipulated in paragraphs 9 and 10 of Article 159 of this Code, shall constitute one year from the date of the cessation of the violence or the threat under which the transaction was entered into, or from the date when the plaintiff learned or should have to learned about any other circumstances which are the basis for the recognition of the transaction as invalid.

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