Analysis of the Intent and Consent of Parties Regarding Unfair Terms in Contracts  (Comparative Study in Iranian and French Law)

Karimi, Hedieh; Karimi, Abbas

doi:10.22034/jpl.2025.2052141.1189

Analysis of the Intent and Consent of Parties Regarding Unfair Terms in Contracts (Comparative Study in Iranian and French Law)

Document Type : Original Article

Authors

Hedieh Karimi ¹

Abbas Karimi ²

¹ Master of Intellectual Property, University of Tehran, Tehran, Iran

² Professor, Department of Private Law, University of Tehran, Tehran, Iran

10.22034/jpl.2025.2052141.1189

Abstract

Although the Intention and Consent regarding the contract itself have been extensively discussed in both general and specialized legal writings, this discussion has been less addressed concerning one or more terms stipulated within the contract.This article, using a descriptive-analytical research method with a comparative approach, examines the absence of intent and consent regarding imposed contract terms in two separate discussions (despite the presence of both regarding the main contract):
1. Imposed terms signed in the contract that are illegible, placed in unrelated section of the contract, or terms whose acceptance by the “obligated” party is unreasonable.
2. Imposed terms that are not stated in the contract but are displayed elsewhere, included in contractual annexes that have not been signed by the contracting party, or mentioned in a document delivered after the contract`s conclusion, where the signed contract merely refers to them without specifying their exact content.
Through a comparative study, it is concluded that such terms are void, similar to french law, under iranian law without affecting the validity of the main contract. Therefore, these terms are considered void but non-nullifying clauses, categorized in French law as nullité partielle.

Keywords

intent and consent

unfair terms

excessive terms

unconscionable terms

unreadable contractual terms

terms in contractual appendices

Subjects