نوع مقاله : علمی- پژوهشی
عنوان مقاله English
نویسنده English
This study examines whether a buyer’s supervening insolvency may justify termination of a sale under Iranian law and compares the position with the United Nations Convention on Contracts for the International Sale of Goods. It focuses on cases outside Article 402 of the Iranian Civil Code, particularly where the goods have been delivered or payment was deferred. The study uses doctrinal, jurisprudential and comparative analysis. Insolvency alone neither extinguishes the price debt nor establishes a right to terminate. The proposed interpretation requires persistent inability to obtain all or a substantial part of the price where appropriate additional time, proportionate instalments and enforceable security cannot secure payment within a period suitable for the transaction. The Imamite ruling on an absconding insolvent buyer concerns circumstances before delivery; extending its rationale to a buyer who has not absconded requires separate justification. Under the Convention, suspension under Article 71 and anticipatory avoidance under Article 72 have different requirements. Article 64 provides independent grounds for avoidance after a breach, including non-payment within an additional period under Article 63. These remedies do not form a mandatory sequence. A limited interpretation based on inability to pay may therefore support termination while preserving the binding force of contracts and the debtor’s statutory protections. A supplementary Civil Code provision is proposed to specify notice, adequate assurance, termination and restitution, subject to mandatory law and third-party rights; the parties may also determine the fate of their contract by agreeing on a termination clause.
کلیدواژهها English