Drafting and reviewing a contract before signature involves more than reading a few clauses. A contract is the legal framework of a relationship and should clarify obligations, payments, security, liabilities and dispute resolution from the outset. Sound review before signing can prevent many later disputes.
In a contractual dispute, choosing the correct legal claim is also important. An action to compel performance, a claim for payment or damages, termination, nullity, enforcement of security, or referral to arbitration each have different conditions and effects and must be assessed against the contract and the actual documents in the case.
Article 10 of the Iranian Civil Code recognises freedom of contract within statutory limits. Articles 190, 219 and 220 provide important bases for reviewing validity, binding force and contractual effects. The text must therefore be analysed alongside the relevant law and custom.
Request a consultation with Fatemeh RakidehThe best time for legal review is before signing and undertaking obligations. If a dispute has already arisen over performance, payment, delivery, security, termination or damages, review the contract and related documents together before acting.
Initial assessment: Review the signatories’ identity and authority, subject matter, attachments, amount, timetable and security to identify risks and ambiguities.
Drafting clear obligations: Each obligation must be measurable as much as possible in terms of the subject, deadline, criterion for performance, method of delivery and the person responsible for its implementation.
Anticipating breach and loss: The contract should provide suitable remedies for delay and non-performance, agreed sums for breach, security and provisions for termination or other ways of ending the relationship.
Choosing the dispute-resolution course: Sometimes negotiation and a formal legal notice are sufficient; in other cases an action to compel performance, a claim for damages, termination, arbitration, or another action is required.
Document management: Organise the contract, addenda, payment receipts, minutes, messages, correspondence, handover records and security documents, and link them to the legal claim.
Follow-up through enforcement of the outcome: Issuance of a judgment or arbitral award is not the end of the matter; performance of the obligation, recovery of money or damages, and enforcement of the judgment or award may also require independent follow-up.
An agreement between a client and a contractor, works operator, skilled tradesperson or service provider should define the scope and specifications of the work, timetable, price and payment method, handover, security and liability for delay or defective performance in precise, measurable terms.
More informationImportant and recurring contract topics are examined on separate pages. Choose the topic matching your contract or dispute to see the requirements, documents, practical points and related issues.
The grounds on which the right to terminate arises, how it is exercised and the effects of termination.
Examination of the lack of conditions for the validity of the transaction and the difference between nullity and termination and termination by mutual consent (eqāleh).
Follow up on the implementation of an obligation that has become due and the obligor has refused to perform it.
Reviewing the agreed-sum clause, the breach and whether damages can be claimed.
Effects of delay, the due date of the obligation, proof of breach, and contractual or statutory remedies.
Analysing ambiguous clauses, the relationship between terms and their legal effects.
The difference between a contractual right of termination and a condition that terminates the contract upon its occurrence.
Owner and builder obligations, timetable, security and disputes over project performance.
Contractor and client rights and obligations, handover, delay and security.
Contributions, interests, management, profits, losses, security and exit arrangements.
Seller and buyer obligations, price, delivery, security and consequences of breach.
Term, rent, security, repairs, handover and eviction in tenancy relationships.
Commercial contracts assessed against signing authority and the parties’ risks and liabilities.
Validity of the arbitration clause, the limits of the arbitrator’s authority, and selection of the appropriate dispute-resolution mechanism.
Command of the foundations and effects of contracts: Reviewing a contract is not merely reading a few clauses. The lawyer must analyse the conditions for validity of the transaction, the binding force of contracts, the scope of the obligations, the customary and legal effects of the contract, and remedies for breach alongside the text of the agreement.
Identifying risk before signature: Many disputes arise from ambiguity in the subject matter of the obligation, the time of performance, the method of payment, the security, the authority of the signatory or the termination conditions. A proactive review can reveal these risks before a dispute arises.
Clear drafting of obligations and remedies for breach: The contract must identify who will perform each obligation, by when and against which measurable criteria, and the consequences of delay or breach.
Carefully distinguishing termination of a valid contract, nullity from inception, and enforcement of the obligation: These titles do not have the same effects. The choice of legal action should be in line with the cause of the dispute, the text of the contract and the client's objective so that the dispute is not raised on an incorrect basis.
Management of contractual documents and correspondence: Contracts, addenda, receipts, minutes, messages, handover records and security documents help prove performance or breach. Review them systematically and for their relevance to the issue.
Planning the dispute-resolution path through enforcement: Sometimes negotiation or a formal legal notice is sufficient; in other cases litigation, arbitration, or enforcement of security is needed. A contract lawyer should plan a realistic route to resolve the dispute and implement the result from the outset.
Iranian Civil Code («قانون مدنی»)
Iranian Code of Civil Procedure («قانون آیین دادرسی دادگاههای عمومی و انقلاب در امور مدنی»)
Iranian Commercial Code («قانون تجارت»)
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.
For legal advice or follow-up on a case, contact us using one of the methods below.
