Journal of Legal Research

Journal of Legal Research

The Comparative Study of the Effects of Partial Performance of Contractual Obligations under the 1980 CISG and UNIDROIT Principles (2010 and 2016)

Document Type : Original Article

Authors
1 PhD student in Private Law, Faculty of Humanities, Arak Branch, Islamic Azad University, Arak, Iran.
2 Assistant Professor, Department of Private Law, Faculty of Humanities, Arak Branch, Islamic Azad University, Arak, Iran
3 Associate Professor, Department of Private Law, Farabi Faculty, University of Tehran, Qom, Iran.
4 Assistant Professor, Department of Private Law, Faculty of Humanities, Arak Branch, Islamic Azad University, Arak, Iran.
Abstract
This study examines the conditions and effects of partially performed obligations in domestic law and two international instruments (the 1980 CISG and the UNIDROIT Principles). An obligation may remain only partially fulfilled or circumstances may prevent continued performance. If partial performance is not accepted, the obligor must still fulfill the entire obligation. However, where partial performance can be accepted, the conditions under which it discharges the obligor’s responsibility must be clarified. This inquiry considers whether the obligation is divisible, the parties’ intentions, and the roles of both obligor and obligee. It also explores the consequences of incomplete performance in matters such as transfer of property, payment of money, or performing or refraining from specific acts. Employing a library-based and comparative method, the research analyzes the relevant provisions of the CISG and the UNIDROIT Principles. Findings indicate that acceptance or rejection of partial performance depends on the nature of the obligation, the parties’ agreement, and the circumstances of the contract. In some instances, partial performance may be accepted as satisfying a segment of the obligation, thereby releasing the obligor to that extent. This study seeks to clarify these conditions and offer practical solutions for judicial practice. As a fundamental comparative investigation using library-documentary sources, it aims to elucidate the legal status of “partially performed obligations” in domestic law alongside the two aforementioned international instruments.
Keywords