La possibilità di invocare la “forza maggiore” per richiedere la sospensione dei contratti pendenti senza incorrere in responsabilità. I provvedimenti presi dall’Autorità ed i loro riflessi sulla impossibilità oggettiva ad adempiere.
I contratti, in specie quelli ad esecuzione continuata, contemplano, anche laddove non espressamente prevista nel negozio stipulato tra le parti l’operativa della clausola di “forza maggiore” il cui specifico compito è quello di liberare dalla responsabilità la parte non adempiente, la quale si è trovata nell’impossibilità di fornire la propria prestazione per ragioni alla medesima non imputabili, non prevedibili e neppure evitabili, tra i quali è agevole ricomprendere, in generale, l’epidemia in corso e la conseguente disciplina positiva emanata per contenerla e gestirla. In queste specifiche fattispecie l’inadempimento può derivare dall’omessa consegna di un bene, oppure dal ritardo nel fornire una prestazione, cagionato ad esempio dalla sopra descritta limitazione della libertà di circolazione quale conseguenza della situazione determinatasi in ragione dell’emergenza sanitaria e dei relativi provvedimenti autoritativi assunti dal Governo. Nel caso in cui l’impossibilità di adempiere in tutto, ovvero soltanto in parte, alle proprie obbligazioni, dovesse protrarsi per un periodo, in genere negozialmente definito, entrambe le parti contrattuali possono liberarsi dal vincolo, potendo in tal modo recedere del contratto senza che ciò costituisca un inadempimento e, per l’effetto, senza dover rispondere degli eventuali danni sofferti dalla controparte in via diretta e indiretta. Andando al cuore del problema, appare possibile sostenere che l’epidemia attuale potrebbe inquadrarsi nella più generale nozione di “forza maggiore”, identificata in un evento di una forza tale rispetto al quale non è oggettivamente possibile resistere. Detto evento, per la propria forza intrinseca determina, colui che la subisce, a porre in essere un atto, positivo o negativo, in modo necessario ed inevitabile.
Infatti, la forza maggiore, nell’ambito civilistico (art. 1218 c.c.), assume particolare rilievo nella materia delle obbligazioni in relazione a quelle fattispecie nelle quali l’inadempimento non risulta imputabile al debitore per mancanza di colpa. La stessa si pone, quindi, come un quid, tale da interrompere il nesso eziologico tra la condotta e l’evento, con conseguente assoluzione da responsabilità (civile o penale) per il soggetto, rispetto al quale non può muoversi alcun addebito nella causazione di un fatto, che sia astrattamente qualificabile come reato, ovvero inquadrabile nel mancato adempimento di un’obbligazione.
Nel più generale ambito dell’inadempimento contrattuale emerge la statuizione contenuta all’art. 1256 c.c., secondo cui l’obbligazione si estingue quando, per causa non imputabile al debitore, la prestazione diviene “impossibile”. A ciò si aggiunga che, ove tale impossibilità si manifesti solo come temporanea, la parte debitrice, nelle more della stessa, non risulta responsabile del ritardo nell’adempimento. La liberazione del debitore per sopravvenuta impossibilità della prestazione, per ciò, può verificarsi, in virtù di quanto disposto all’articolo succitato, alla ricorrenza di due elementi:
- oggettivo, identificato nell’impossibilità di eseguire la prestazione medesima, in sé considerata:
- soggettivo, cioè l’assenza di colpa da parte del debitore riguardo alla determinazione dell’evento che ha reso impossibile la prestazione.
Nella disciplina generale delle obbligazioni è opportuno tenere in considerazione i due fondamentali principi scanditi all’interno della disposizione di cui all’art. 1256 c.c.:
- la sopravvenuta impossibilità definitiva della prestazione derivante da causa non imputabile al debitore non in mora estingue l’obbligazione;
- la sopravvenuta impossibilità temporanea sospende di regola l’obbligo di eseguire la prestazione, esonerando il debitore dalla responsabilità per il ritardo.
Nell’ipotesi ove si verifichi un evento di forza maggiore, quindi, come nel nostro caso dinanzi ad una ipotesi quale la emergenza sanitaria COVID – 19, la parte che ne subisce gli effetti è onerata dal notificare, all’altra parte, lo specifico evento, all’uopo fornendo la prova che quest’ultimo si identifica con la previsione negoziale a cui le parti medesime si sono vincolate, ovvero, in assenza di esplicita previsione, declinandone le ragioni. Nel corso del periodo in cui permane la situazione di forza maggiore, la parte non adempiente non potrà essere ritenuta responsabile dell’inadempimento, poiché l’esecuzione della propria obbligazione risulta impossibilitata dallo stesso evento qualificabile come di “forza maggiore”. Se questo persiste, trascorso un certo termine, il contratto si intenderà risolto.
SOLUZIONI CONSIGLIATE:
Gli operatori economi che stanno subendo gli effetti riflessi dalla diffusione del Coronavirus, in quanto destinatarie di provvedimenti autoritativi che incidono sugli obblighi contrattuali assunti (ad esempio esercenti e/o imprese che hanno dovuto chiudere i loro siti produttivi), per quanto concerne l’ambito negoziale, dovranno notificare alla propria controparte il verificarsi delle circostanze di forza maggiore e, quindi, la volontà di avvalersi della relativa clausola, qualora contemplata dal contratto – ovvero richiederne l’applicazione laddove non prevista negozialmente -, ed al contempo fornire alla controparte le informazioni sull’evolversi della situazione, quali il venir meno dell’evento di forza maggiore ovvero la propria volontà di recedere dal contratto, ovviamente nei termini previsti dallo stesso accordo, qualora definiti.
ESEMPIO PRATICO IN TEMA DI CONTRATTO DI LOCAZIONE COMMERCIALE
In tema di contratto di locazione commerciale è consigliabile formalizzare al proprietario una richiesta di sospensione del canone di locazione per tutta la durata dell’emergenza sanitaria deducendo la impossibilità del pagamento collegato al blocco dell’attività in ragione dei provvedimenti emessi dalle autorità.
Pur non essendovi la certezza che, il locatore, in assenza del pagamento dei canoni, attivi un procedimento di sfratto per morosità, la tempestiva formalizzazione della sopravvenuta impossibilità ad adempiere agli obblighi contrattuali, per causa di forza maggiore (motivi straordinari e imprevedibili), potrebbero frenarlo dall’assumere iniziative di tal guisa.
In ogni caso muoversi oculatamente in detti termini consentirebbe di avere ampi margini per rivedere gli accordi con il locatore in via conciliativa.
Infatti, in difetto, potrebbe essere, legittimamente invocato, anche un diritto-dovere di rinegoziare le clausole divenute inique (in primis la determinazione del prezzo), in applicazione del principio di buona fede che consente di ritenere sussistente in capo alle parti un obbligo legale di rinegoziare indipendentemente dall’espressa previsione di una clausola di rinegoziazione, c.d. hardship clause.
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