Fatemeh Rakideh
trainee lawyer at the Iranian Central Bar Association
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Judicial invalidation and nullity of contracts

Judicial invalidation and nullity of contracts

Judicial invalidation of a contract and nullity of a contract are fundamentally different from termination. In a case of nullity, the contract lacks a required condition of validity from the outset and may be void; termination concerns ending a valid contract on the basis of a right of termination.

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Judicial invalidation and nullity of contracts

Judicial invalidation of a contract and nullity of a contract are fundamentally different from termination. In a case of nullity, the contract lacks a required condition of validity from the outset and may be void; termination concerns ending a valid contract on the basis of a right of termination.

Practical point: To identify the appropriate relief, the alleged ground of invalidity, the requirements of Article 190 of the Iranian Civil Code, the subject matter and purpose of the transaction, and the formation documents must be reviewed.

Important points in contract review

Point 1

The complete contract, addenda and relevant clauses

Point 2

When the obligation arose, its due date and evidence of performance or non-performance

Point 3

Correspondence, messages, formal legal notices, payment receipts, and delivery documents

Point 4

Security, agreed sums for breach, termination rights and dispute-resolution clauses

Legal review of documents and disputes related to invalidity or nullity of a contract under Iranian law

Importance of a careful contract review

Choose the legal characterisation from the actual contract and evidence. Similar-looking cases may require different solutions, particularly for termination, nullity, compelling performance and damages.

Related topics

Contract termination (faskh)

Review of the right to terminate, statutory grounds for termination (khiyārāt), contractual terms, the method of giving notice of termination, and its effects.

Contract interpretation and disputes over terms

Analysing ambiguous clauses, the relationship between terms and their legal effects.

Right-to-terminate clauses and automatic-termination clauses

The difference between a contractual right of termination and a condition that terminates the contract upon its occurrence.

  • Iranian Civil Code («قانون مدنی»)

  • Iranian Code of Civil Procedure («قانون آیین دادرسی دادگاه‌های عمومی و انقلاب در امور مدنی»)

This list identifies the principal legal provisions relevant to the page. The applicable law and amendments must be checked against the dates, subject matter and circumstances of each case.

The official texts and latest amendments are available in the National Database of Iranian Laws and Regulations.

Frequently asked questions

Nullity may arise where an essential condition for a valid transaction is missing or an applicable statutory prohibition makes it invalid. The assessment depends on the contract type, parties, subject matter and alleged defect.
In termination by exercise of a right (faskh), the contract is initially valid and a party exercises a right to end it. Nullity concerns validity from the outset. Their consequences and the relief sought are different.
Regret, or the fact that a contract has been signed, does not by itself establish nullity. A legal ground or a material defect in validity must be identified from the documents and circumstances at formation.

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