نوع مقاله : علمی- پژوهشی
عنوان مقاله English
نویسندگان English
Contract transfer is one of the significant institutions of contract law, playing an essential role in ensuring flexibility and continuity in contractual relationships, particularly in international commercial transactions. While this institution is comprehensively and independently regulated in Chapter 9 of the UNIDROIT Principles of International Commercial Contracts (UPICC), Iranian law does not provide a specific and systematic legislative framework governing contract transfer. Instead, its validity is primarily derived from the principle of freedom of contract embodied in Iranian civil law. This study aims to provide a comparative analysis of contract transfer under the UNIDROIT Principles and Iranian law. Employing a descriptive-analytical and comparative methodology, the research is based on the examination of statutory provisions, legal doctrine, scholarly literature, and selected international arbitral awards. The findings reveal that both legal systems recognize the validity of contract transfer, the necessity of the non-transferring party’s consent, and the importance of protecting legal certainty in contractual relationships. Nevertheless, the principal distinction lies in their regulatory approaches. The UNIDROIT Principles establish a coherent and integrated framework governing the conditions, legal effects, and allocation of responsibilities arising from contract transfer, whereas Iranian law, despite recognizing the institution through the principle of freedom of contract, lacks a comprehensive legislative framework defining its legal consequences. Accordingly, the study concludes that drawing upon the regulatory model of the UNIDROIT Principles, without undermining the fundamental principles of Iranian law and Islamic jurisprudence, could enhance legal coherence, strengthen contractual certainty.
کلیدواژهها English