Fatemeh Rakideh
trainee lawyer at the Iranian Central Bar Association
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interpretation of disputed contract terms under Iranian law

interpretation of disputed contract terms under Iranian law

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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interpretation of disputed contract terms under Iranian law

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.

Practical point: Articles 220, 224 and 225 Iranian Civil Code («قانون مدنی») are important in considering the customary effects, of words and customary matters in contracts.

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 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

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.

Arbitration and dispute resolution in contracts

The validity of the arbitration clause>, The arbitrator's authority and the selection of the appropriate mechanism for resolving contractual disputes.

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.

  • 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

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.
Usually, to understand the provisions of the contract, the text set, the relationship of the conditions, the circumstances and, where necessary, the related legal customs and rules must be examined together.
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.

Methods of contact

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

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