Fatemeh Rakideh
trainee lawyer at the Iranian Central Bar Association
Contract interpretation and disputes over terms

Contract interpretation and disputes over terms

Many disputes arise from ambiguous wording, conflicting clauses or lack of definition of terms. The interpretation of a contract is not done by reading a clause alone and the totality of the provisions and circumstances of the contractual relationship must be examined.

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Contract interpretation and disputes over terms

Many disputes arise from ambiguous wording, conflicting clauses or lack of definition of terms. The interpretation of a contract is not done by reading a clause alone and the totality of the provisions and circumstances of the contractual relationship must be examined.

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 interpretation of disputed contract terms under Iranian law

Importance of a careful contract review

If there is ambiguity in the contract or a discrepancy in the terms and conditions of the contract, the interpretation of the contract should be based on the actual text of the agreement, the relationship of the terms, the documents and the manner of performance by the parties. The apparent similarity of two cases does not mean that the interpretation result is the same.

Related topics

Frequently asked questions

The ambiguity must be examined in relation to the entire contract, the purpose of the transaction, other clauses, the conduct of the parties and the relevant custom. Separating a sentence from the structure of the contract may give an incorrect result.
Understanding contractual terms generally requires reading the whole text, the relationship between clauses and the surrounding circumstances, together with relevant custom and law where necessary.
If the parties do not reach an agreement, the dispute resolution authority designated in the contract, such as arbitration or a competent judicial authority, can consider the dispute in light of the evidence and the provisions of the contract.

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