A Comparative Study of the Role of Consent in the Formation of Contracts under Iranian and United Arab Emirates Law

Abstract

Consent is one of the fundamental elements of contract formation and validity and plays a decisive role in determining the binding force of contractual obligations. This study adopts a descriptive-analytical and comparative approach to examine the role of consent in the formation of contracts under Iranian and United Arab Emirates law. The findings indicate that, in both legal systems, contracts are founded on the convergence of the parties’ wills, and free consent constitutes an essential condition for their validity and legal effectiveness. Nevertheless, intention and consent are conceptually and legally distinct. Intention refers to the decision to create a specific juridical effect, whereas consent concerns the free and voluntary acceptance of that effect. In Iranian law, this distinction is particularly evident in coerced transactions, where the absence of free consent does not necessarily result in absolute nullity but may render the contract non-enforceable until subsequent approval is given. In UAE law, mutual consent and freedom of will also occupy a central position in contractual relations, while rules concerning coercion, mistake, and contractual options serve to protect genuine consent. The comparative analysis shows that although both legal systems are strongly influenced by Islamic jurisprudence, differences exist in the classification of defects of consent and the legal remedies applicable to them. Overall, a valid contract in both systems requires a genuine, free, and legally attributable will, and a clear distinction among nullity, non-enforceability, and rescindability can strengthen doctrinal coherence and legal certainty in contractual relations.