Assignment of Contracts in the Principles of International Commercial Contracts (A Comparative Study of English and Iranian Law)

Abstract

This study undertakes a comparative analysis of the assignment of contracts under the Principles of International Commercial Contracts, with a specific focus on English and Iranian legal systems. The primary objective of this research is to identify and analyze the similarities and differences in how these two legal systems approach the issue of contract assignment. The findings reveal that both systems recognize the assignment of contracts as the transfer of contractual rights and obligations from one party to a third party. However, there are differences in how this concept is defined and interpreted. Under English law, the principle of freedom of contract plays a central role in the assignment process, and the consent of the original contracting parties is of significant importance. In Iranian law, despite the absence of explicit and comprehensive statutory regulations on the subject, judicial practice and legal doctrine have gradually moved toward recognizing and accepting this legal mechanism. The assignment of a contract creates various legal consequences for both the original parties and the third party. In English law, the third party becomes the legal successor to the assignor, inheriting all contractual rights and obligations. In contrast, the effects of contract assignment under Iranian law remain somewhat ambiguous and require more thorough examination. Both legal systems impose limitations on the assignment of contracts. These limitations include considerations such as the personal nature of the contract, statutory prohibitions, and the agreement of the original contracting parties. In both legal systems, the will of the parties plays a significant role in the validity and enforceability of the assignment.