Fatemeh Rakideh
trainee lawyer at the Iranian Central Bar Association
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invalidity or nullity of a contract under Iranian law

invalidity or nullity of a contract under Iranian law

action seeking judicial invalidation of a contract and nullity of a contract from inception are fundamentally different from rescission. In nullity, the contract does not meet one of the conditions necessary for validity from the beginning and may be considered void; whereas rescission refers to the termination of a valid contract based on the right of rescission.

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invalidity or nullity of a contract under Iranian law

action seeking judicial invalidation of a contract and nullity of a contract from inception are fundamentally different from rescission. In nullity, the contract does not meet one of the conditions necessary for validity from the beginning and may be considered void; whereas rescission refers to the termination of a valid contract based on the right of rescission.

Practical point: To select the correct request, the reason for the alleged invalidity, conditions of the article 190 Iranian Civil Code («قانون مدنی»), subject and direction of the transaction and the documents forming the contract must be examined.

Important points in contract review

Point 1

Full text of the contract, Related annexes and conditions

Point 2

Date of creation of the obligation, Deadline for execution and documents of its fulfillment or non-fulfillment

Point 3

Correspondence, Messages, Statements, Payment Receipts and Delivery Documents

Point 4

Guarantees, agreed contractual penalty, Termination clause or dispute resolution clause

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

Importance of a careful contract review

The legal title of the dispute must be selected based on the actual text of the contract and documents. The apparent similarity of two cases does not mean that their solution is the same; especially in matters such as termination,, invalidity, of the obligation to fulfill an obligation and claiming damages.

Related topics

termination or rescission of a valid contract under Iranian law

Reviewing the right to terminate, Options, Contractual terms, How to notify termination and its effects.

interpretation of disputed contract terms under Iranian law

Analysis of ambiguous clauses, The relationship of terms and identifying the legal effects of contract terms.

contractual termination right and automatic termination clause under Iranian law

The difference between a right termination or rescission of a valid contract under Iranian law and a condition that, if fulfilled, dissolves the contract.

  • Iranian Civil Code («قانون مدنی»)

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

This list, shows the main provisions related to the subject of the page. The governing law and subsequent amendments must be adapted to the time of occurrence, of the subject and the situation of each case.

The official text and latest amendments of the laws are available at National Information Database of Laws and Regulations of the Country is available to view.

Frequently asked questions

Invalidity arises when one of the essential conditions for the validity of the transaction or an effective legal prohibition is absent. Its determination depends on the type of contract,, the parties,, the subject matter and the cause of the defect.
In rescission, the contract is valid in principle but one of the parties exercises the right to disrupt it; in invalidity, the validity of the contract is based on the place of the defect. The effects and judicial demands of the two are not the same.
The mere regret or signing of the contract is not enough for it to be invalid. There must be a legal basis or an effective objection to the validity of the contract, and the documents and conditions at the time of conclusion must be examined.

Methods of contact

Contact us for advice and follow-up of the case through the following ways

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