Comparative Law Review

Comparative Law Review

THE Comparative Study of the Impact of Practice and Usage in the Interpretation of Contract under Convention on Contracts for the International of Goods and Iranian Law

Document Type : Research Paper

Authors
Fakhroddin Asghary Aghmashhadi 1
Mohammadhosein Taghipoor Darzi Naghibi 2
1 Professor of Private Law in Faculty of Law of University of Mazandaran, Sari,Iran.
2 PhD. Student in Private Law in The Faculty of Law of University of Mazandaran, Sari,Iran.
10.22059/jcl.2017.218731.633403
Abstract
The interpretation is removing the vague points and brevity of the contract to discover and finding out the intent of the speaker and recognizing the nature and determining the content and effect of the contract. These tasks are to be performed by a judge or arbitrator. In the Iranian Law, the  internal intent of the parties has priority and the criterion is the Subjective Test for interpretation of the contract. However, given that discovery of the actual intent is  often difficult or even impossible, placed Conventional meaning of the words and acts as a criterion to interpret (Article 224 of the Civil Law), unless it is proved that the real intention of the parties, has been on the contrary. Article 8 of the Convention on the International Sale of Goods, in interpretation of the contract, has accepted the combination of both subjective and objective tests. Accordingly, in the first understanding  of the common intention of the parties is placed criterion and if by reasonable reasons, it would not be established, then, the contract shall be interpreted in accordance with the objective test. Namely, for removing the vague points and brevity of the contract, the contract is to be interpreted according to the understanding that a reasonable person of the same kind as the other party would have had in the same circumstances. This research, attempts to analysis the role of usage in the interpretation of contracts in the Convention on the International Sale of Goods Act 1980 and the Iranian law.
Keywords
Interpretation of contract
Usage and practice
Trade usage
International sale
Objective test
Subjects
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Comparative Law Review
Volume 8, Issue 2
Autumn & Winter
October 2018
Pages 413-442