Criteria for Determining the Content of a Contract under Iranian and Iraqi Law

Abstract

This article comparatively examines the criteria for determining the content of a contract in the legal systems of Iran and Iraq. Following the 2016 reform, the French Civil Code introduced a new requirement known as the “content of the contract,” replacing the traditional requirements of subject matter and cause. Against this background, the present study comparatively analyzes the corresponding legal framework in Iranian and Iraqi law. In French law, the content of the contract is regarded as a condition of contractual validity and is defined with particular reference to public policy and the contractual purpose. Both subjective criteria, particularly the parties’ common intention, and objective criteria, including custom, equity, statutory law, and the nature of the obligation, contribute to determining contractual content. In Iraqi law, the content of the contract is regulated through dispersed provisions and is determined primarily at the performance stage on the basis of the parties’ express intention, statutory rules, custom, and equity. The incorporation of the Islamic jurisprudential concept of the “inherent implications of the contract” is also proposed. In Iranian law, contractual content is shaped by the essential conditions for the validity of transactions stipulated in Article 190 of the Civil Code and by the principle of freedom of contract. Custom, supplementary legal rules, and the principle of good faith also play an important role in supplementing and interpreting contracts. Employing an analytical-comparative approach, the article demonstrates that both legal systems apply a combination of subjective and objective criteria, although French law places greater emphasis on objective considerations. The findings underscore the need for legal reforms in Iran and Iraq to enhance contractual certainty and promote a more equitable balance between the contracting parties.