Applying unanimous vote 811 regarding the compensation of losses caused by the invalidity of the transfer of goodwill

Karimi, Sahar; Hadi, Mehdi; Kalhori, Zahra

doi:10.48300/jlr.2024.480840.2754

Applying unanimous vote 811 regarding the compensation of losses caused by the invalidity of the transfer of goodwill

Articles in Press

Document Type : Original Article

Authors

sahar karimi ¹

mehdi hadi ²

zahra kalhori ²

¹ Assistant Professor, Department of Private Law, Faculty of Law and Political Science, Kharazmi University, Tehran, Iran.

² M.A. in private law, Faculty of Law and Political Science, Kharazmi University, Tehran, Iran.

10.48300/jlr.2024.480840.2754

Abstract

Based on the supreme court's Verdict of Uniform Practice No. 811-1/4/1400, in cases where the purchaser is unaware of defects or problems with the item being sold, and the price paid is monetary, the claim for damages shall be determined in accordance with the general legal principles relating to compensation for damages, rather than based on Article 522 of the Civil Procedure Code. Since the text of the Verdict only refers to the contract of sale, some scholars in a text-oriented interpretation consider its scope to be limited to the contract of sale and not apply to other contracts. However, a broader interpretation is possible and one can interpret the supreme court's Verdict by taking into account its essential nature. Accordingly, providing some legal approaches to calculate damages is not specific to the contract of sales, but rather applies to any exchange of value such as the transfer of "Goodwill" or "Key Money". Moreover, referring to Article 522 of the Civil Procedure Code in such cases will only result in the payment of the nominal value of the money paid in the present tense and does not include the payment of damages.

Keywords

Transfer of Goodwill

Key Money

supreme court's Verdict of Uniform Practice No. 811-1/4/1400

Compensation of Damages

Unaware Transferee