https://jpl.illrc.ac.ir/ Research and development in private law en daily 1 Wed, 21 Jan 2026 00:00:00 +0330 Wed, 21 Jan 2026 00:00:00 +0330 https://jpl.illrc.ac.ir/article_723074.html The "Court of Peace" was established as a judicial authority alongside other judicial authorities based on the Dispute Resolution Councils Law (approved on 13/09/2023(, and specified certain competencies for it. Among the jurisdictions of the Court of Peace is to hear claims related to birth certificates, including the amendment, return, and issuance of birth certificates, correction, and name change. Claims that were under the jurisdiction of the civil court before the approval of the new Dispute Resolution Councils Law, based on Article 4 of the Civil Registration Law. The legislator's intention could be to place some claims that appear to have less legal complexity and more frequent under the jurisdiction of the Court of Peace, but it seems that it did not consider the correct approach and legal basis in stating some of the civil registration claims, in particular, it has not determined the procedure for preliminary and related claims that are raised together, and some challenges will arise in the future. The type of this research is applied and its method is library-based and with an approach to judicial procedure. In this article, we will examine birth certificate lawsuits in the justice of the peace court and its challenges. https://jpl.illrc.ac.ir/article_730752.html Artificial intelligence, as one of the most important and expanding human achievements, has spread its dominance in various fields and cast its shadow on various professions. Artificial intelligence will undoubtedly have an impact on skills, jobs and working relationships. The legal profession is also being affected by this technology. While there is an initial incentive for some legal professionals to incorporate AI and machine learning-based legal technology tools into their developing business model, it is valuable for lawyers who are interested in learning how AI-based legal technologies can change the way they work and what their work will look like in the future. Therefore, the purpose of this article is to examine the opportunities and challenges presented by AI for the legal profession and advocacy.The findings and conclusions indicate that artificial intelligence and legal innovations based on machine learning can change aspects of the legal profession. Artificial intelligence, with its current capabilities, cannot completely replace the job of a lawyer. However, it can reduce the workload of lawyers and play its role in the development of the legal institution as one of the wings of justice in the judicial system. However, artificial intelligence, like other emerging technologies, will also bring challenges. The expansion of legal technology using artificial intelligence will only be possible when we have a specific legal framework for its actions to minimize the risks and challenges associated with it, only then can we benefit from the maximum benefits of artificial intelligence. Therefore, to incorporate artificial intelligence into the legal industry, we must have a fair and balanced approach. Therefore, training lawyers in new skills emerges as a fundamental necessity in the approach to artificial intelligence. An AI strategy should not simply be forward-looking, but should begin with an honest discussion and analysis of the shortcomings of the development, design, and application of this technology. https://jpl.illrc.ac.ir/article_728080.html One of the most significant distinctions between the legal approach and the public policy approach to problem-solving lies in their respective perspectives on the design of enforcement guarantee. In this article, we aim to answer the question of what distinctions exist between the legal and public policy approaches to enforcement guarantee and which approach has been adopted in the design of the enforcement guarantee outlined in Article 1 of the "Act on the Mandatory Registration of Real Estate Transactions" (Enacted in 2024). This study, employing a qualitative legal methodology in the analysis of statutory text, and through using a public policy approach, examines the conceptual differences between law and public policy in the design of enforcement frameworks. Based on the policy-making process of the "Act on the Mandatory Registration of Real Estate Transactions" (Enacted in 2024), The findings demonstrate that exclusive reliance on traditional legal sanctions proves insufficient in addressing legal and judicial problems and may in fact result in secondary harms. The problem of the validity of informal (non-registered) documents constitutes one of the fundamental challenges within Iran’s legal and judicial system, with its detrimental effects extending across various levels and areas of public policy. The analysis of the "Act on the Mandatory Registration of Real Estate Transactions" (Enacted in 2024) as the case study of this research highlights the adoption of a public policy perspective in the design of the enforcement mechanism stipulated in Article 1 of the Act, which diverges from the conventional reliance on criminal sanctions a pattern extensively observed in Iran's public policy processes. In this case, the design of the enforcement guarantee reflects a shift from traditional criminalization toward a policy-based sanction, namely inadmissibility of claims. Since the issuance of inadmissibility orders has not been explicitly stipulated in previous Iranian legislation and has largely been developed through judicial practice, the enforcement guarantee introduced in Article 1 constitutes the first explicit legislative recognition of the inadmissibility of a specific claim. The findings of this study indicate that addressing public issues within the legal and judicial domain such as the validity of ordinary documentsrequires moving beyond traditional legal frameworks and adopting interdisciplinary approaches, particularly legal policy-making as a branch of public policy. An approach that utilizes the principles and techniques of public policy to enhance both the quality of the policy-making process in legal and judicial affairs, as well as improve the quality of its outputs in the form of overarching documents, laws, and regulations. https://jpl.illrc.ac.ir/article_726631.html Abstract:There is no consensus regarding the concept of intellectual property in Iranian law. It appears that intellectual property is a type of rational credit relationship between the owner of an intellectual work and that work; provided that the work has customary pecuniary value, is attributable to a person, and is lawful. Through this relationship, the person can, within legal limits, manage and benefit from the work, whether he created the work directly or indirectly, or whether the work has been transferred to him. The general elements of this ownership include: the existence of the intellectual work, its customary pecuniary value, the possibility of assigning it to a person, and the existence of a person who owns the intellectual work, whether the person created it himself or through others, or whether it was transferred to him. Intellectual property encompasses literary, artistic, and industrial rights. It gives rise to two types of rights: material (financial) rights and moral rights, each with its own characteristics. Some attributes of material rights, such as transfer ability, waive ability, time limitations, and spatial limitations, as well as the characteristics of moral rights, such as non-transferability and lack of time and space limitation. It poses challenges to the appearance of the principles and rules governing ownership in Islamic jurisprudence, which are logically consistent with these rules and principles. Therefore, there is a need to redefine and reorganize the categories and attributes of intellectual property and to align them with the nature of rights. Some contested attributes include: the temporary nature of ownership (limitation of time), spatial restrictions (limitation to specific locations)- that allocates legal protection to a specific location- and the non-transfer ability of certain rights within intellectual property.  https://jpl.illrc.ac.ir/article_725331.html According to the appearance of Article 968 of the Civil Code, Iranian nationals do not have the possibility to choose the applicable law to their contract. However, by going beyond the appearance of the law, it can be assumed that the scope of Article 968 is specific to domestic contracts. The logical conclusion and correct interpretation of Articles 5 and 968 is that firstly Article 5 contains the principle of locality of laws in international relations. Therefore, in the position of resolving the conflict of laws, wherever there is doubt about the application of Iranian or foreign law, the principle is the application of Iranian law to residents of Iran. Secondly Iranian laws are generally implemented within the political borders of the country and govern all persons and property within it. Thirdly laws related to public policy are implemented for all residents of Iran and prevent the implementation of foreign law (like laws related to personal status and property located in Iran). Therefore, the Iranian conflict resolution rule subject to Article 968, based on Article 5 of the Civil Code, only governs contracts concluded in Iran and has a specialized exception for contracts concluded outside Iran. The result is that the determination of the applicable law to a contract between Iranian nationals outside is subject to the laws of the country where the contract was concluded or is to be performed or is most closely related to the contract. The possibility of choosing the applicable law to contract by Iranian nationals and the limits of that choice depend on the law of that country. https://jpl.illrc.ac.ir/article_728407.html One of the key issues for governments in the international arena is distinguishing their own nationals from those of other countries and determining their legal rights and obligations. Among the factors that can affect the acquisition of Iranian citizenship is the method of acquiring citizenship through marriage, which can directly or indirectly influence an individual's nationality. In Iran's legal system, there is no uniform approach regarding the granting of citizenship to children based on their parents. If the father of the born individual is Iranian, regardless of whether the child is born in Iran or abroad, they are considered an Iranian national under Iranian law. However, if the mother is Iranian, the child is not automatically considered Iranian and must meet additional conditions, one of which is birth on Iranian soil. In contrast, in Turkey's legal system, marriage alone does not grant citizenship; additional conditions must be met. Moreover, unlike Iranian law, there is no distinction between Turkish men and women in this regard. This analytical-descriptive research examines the impact of marriage on the citizenship of children in the legal systems of Iran and Turkey, focusing on the transmission of nationality. It can be stated that what matters to the Iranian legislature is the validity of the parents' marriage according to religious and legal standards, as well as the distinction made between an Iranian father and an Iranian mother. In contrast, Turkey's legal system does not differentiate between men and women, and for acquiring Turkish citizenship through marriage, regardless of whether the marriage is religiously solemnized, certain conditions must be fulfilled. https://jpl.illrc.ac.ir/article_729166.html Contracts, as instruments for the circulation of wealth, may, during the course of their legal existence, encounter challenges that undermine the justification (or raison d’être) for their continued validity in their original form. Contract transfer (Assignment) constitutes one of the modern and significant institutions within the sphere of contract law that plays an essential role in ensuring the continued realization of contractual objectives. Since the transfer of a contract, in addition to affecting the transferor and the transferee, also implicates the rights of various third parties, determining its legal impact on third-party rights emerges as one of the more complex and delicate questions in this area of law, carrying substantial practical significance. The present study, through a doctrinal and comparative methodology, undertakes an examination of this issue by relying on the collection of data from primary and secondary sources, including statutory provisions, judicial precedents, and scholarly writings within the legal systems of Iran and the United States. The research initially focuses on identifying a workable criterion for determining who qualifies as a “third party” in relation to contract transfer under each of these two legal systems. Having established such a criterion, the study then proceeds to analyze the tripartite legal relationships that arise between: (i) the transferor and the transferee, (ii) the transferor and the original contractual counterparty, and (iii) the transferee and the original contractual counterparty. The research findings demonstrate that, under Iranian law, the transfer of contract is treated as consistent with the principle of privity of contracts and therefore does not fundamentally depart from established contractual doctrines. By contrast, under United States law, contract transfer is understood to constitute an exception to the general principle of contractual privity and is thereby regarded as a deviation from the default rule. Accordingly, the comparative inquiry highlights both the convergences and divergences in approach between the two systems, offering deeper insights into the protection of third-party rights in the context of contract transfer. https://jpl.illrc.ac.ir/article_729720.html The phenomenon of dilapidated and abandoned properties, as a “negative external cost” and an example of “waste of national capital,” is considered a serious challenge in Iran by imposing heavy economic, social, and health burdens. This problem, which according to the “broken windows theory” can contribute to the deterioration of urban structures, reveals a deep gap in the legal system: the absence of a coherent institution to identify the “owner’s duty to maintain the property” (real estate alimony). This gap is rooted in the fundamental difference between two paradigms: on the one hand, the “duty-oriented” approach of Imami jurisprudence, which, relying on rules such as “no harm” and “prohibition of wasting property,” considers ownership to be a divine trust and the duty to maintain it to be a positive and a priori duty; On the other hand, the “liability-based” approach of Iranian statutory law, which is influenced by the Roman-German tradition and emphasizes the free will of the owner (Article 30 of the Civil Code), mainly comes into play after the occurrence of damage and through compulsory guarantee. This article analyzes this paradigmatic gap using a descriptive-analytical method and by examining laws, doctrine, and judicial practice. The findings show that the existing legal mechanisms, although they have sporadically proposed preventive duties in laws such as the Municipal Law and the Land Use Preservation Law, are generally reactive in nature. The judicial system has also moved towards identifying an “implied duty of care” by broadly interpreting concepts such as “fault” and “causation” in the unification decisions of the Supreme Court, in an attempt to fill this gap, but these approaches are not sufficient to create a coherent procedure. As a result, this research argues that legislative reforms are necessary to transition to the concept of “responsible ownership.” Therefore, specific solutions are proposed, including the development of an independent chapter on "Ownership Obligations" in the Civil Code with the aim of defining a "primary obligation" and providing for "preventive litigation," as well as strengthening and expanding the powers of public institutions such as municipalities from merely "removing danger" to "removing visual and health anomalies." https://jpl.illrc.ac.ir/article_728243.html Considering the unique attractiveness of sports, especially football, consumers in various forms, including fans and spectators either directly (in person) or indirectly (via the media), consume (and purchase) sports products or services. In sport consumer rights, being "More than a Club" (“Més que un club”) by suppliers of Supplier of sports products or goods and services (clubs) and the component of spiritual interest by consumers are considered pivotal indicators. With this attitude, "More than a Club" paradigm can be provided, based on the philosophy and policy of "FC Barcelona" for sport consumers, especially young fans. The practical philosophy of this Paradigm, from the perspective of football aesthetics, is based on four elements: 1- The Club is more than a team of great stars; 2- The Club is more than a stadium with big dreams; 3- The Club is more than the trophies that won, and 4- The Club is more than the goals have scored. It is clear that values such as humility, ambition, effort, teamwork and respect are as much a part of their way of playing as winning. What makes the aforementioned slogan an appropriate paradigm for sport consumer rights, are the elements that extracted from its spirit: 1- Multiplicity of Members; 2- Own Style; 3- Professional Sports; 4- School for Life; 5- Values; 6- name and brand; 7- Social Change; 8- Sports Knowledge and Innovation.In order to operationalize the aforementioned paradigm, the following components can be stated: 1- Prioritizing sports; 2- democracy and club management; 3- implementation of a business strategy to increase revenue; and 4- Innovative development of corporate social responsibility of sports clubs. Fútbol Club Barcelona (FCB), represents a successful and perfect modern sport entity with legal personality which is plural and burgeoning with meanings. The spirit and thought that behind the aforementioned paradigm in the field of sports products or goods and services, has inspired the author in explaining sports consumer rights, which is effective in the sports law of Iran and for Iranian clubs. The approach of this article in the research is descriptive-analytical method. https://jpl.illrc.ac.ir/article_730024.html The parties of the arbitration hope that their dispute will be resolved by the award of the trusted arbitrator, and the arbitrator also expects the parties to voluntarily implement the issued award, even if reluctantly, due to the trust the parties have in him. The parties to the arbitration, whose criteria for selecting the arbitrator were credibility and reliability, after issuing the award, focus on observing the legal provisions in the issued award, and the party that loses, citing the inconsistency of the award with the Acts that create rights and other grounds for objection, tries to annul the arbitrator's award or prevent its implementation. An award that is not annulled and the court issues an enforcement order for it upon the request of the convicted party, is a mandatory enforceable award, but based on existing laws and regulations, there is no irrevocable award, and the arbitrator's award is annulled or void based on Article 489 of the Code of Civil Procedure or Articles 33 and 34 of the International Commercial Arbitration Act. The results of the research showed that the Code of Civil Procedure and the International Commercial Arbitration Act of Iran do not mention the issuance of an enforceable award as a legal obligation of the arbitrator; the relationship between the arbitrator and the parties is moral and legal, so without the need for a contract to be concluded between the arbitrator and the parties, the arbitrator, after accepting the arbitration, is obliged to issue and submit the award on the due date and, morally, must make his maximum effort to issue an award that, the court enforces it, otherwise he may be held liable. In addition to the fact that the arbitrator is not obliged by law to issue an enforceable award, he cannot promise not to revoke the award by contract because this obligation is beyond his power and impossible to fulfill. Therefore, according to Article 232 of the Civil Code, this obligation is void; However, the arbitrator may undertake to pay damages to the plaintiff if the award is annulled or not enforced. https://jpl.illrc.ac.ir/article_731379.html The principle of freedom of contract has always been considered as a basis for the formation and regulation of contracts in various legal systems. This principle is based on the premise that adult, sane and independent individuals are competent to freely define and manage their contractual relationships without undue interference from the government. However, this freedom is not absolute and is subject to restrictions arising from public order, especially in the context of government contracts where the other party is a public institution or government official. Public order is a fluid but fundamental concept in the legal system that casts a shadow on contracts with the aim of protecting the public interest, the interests of society and preventing possible abuses of freedom of will. In the meantime, government contracts, due to their close connection with the goals of governance, securing the public interest and the desirable management of public affairs, are subject to specific rules that are mainly designed to ensure transparency, justice, healthy competition and preventing corruption; rules that are sometimes in clear conflict with the traditional principle of freedom of contract. This article, with an analytical-comparative approach, examines the conceptual and practical challenges and tensions arising from the conflict between the principle of freedom of contract and the requirements of public order within the framework of government contracts. First, the concept and foundations of each of the two aforementioned principles are explained, especially in the light of the teachings of civil law and public law. Then, by analyzing the nature of government contracts and their special position in the legal order, it explains the manifestations of the conflict between the two principals at the stage of concluding, implementing, and interpreting these contracts. Also, by utilizing the experiences of comparative law, especially French law as a system that clearly distinguishes between private and public contracts, it is shown how legal systems try to establish a balance between freedom of will and public order through tools such as legislative intervention, restrictive interpretation of will, or the presentation of integrated theories such as the theory of contract adjustment. https://jpl.illrc.ac.ir/article_727104.html In the Iranian legal system, the recognition of legal entities right to file for relief from litigation costs -especially non-commercial legal entities- there is disagreement and it has been less subject to legal analysis. The dispute centers not on insolvency concerning a judgment debt, but rather on the inability to afford litigation expenses. Although Article 15 of the Law on the Enforcement of Financial Judgments ostensibly prohibits the acceptance of insolvency claims by legal persons, a careful interpretation of its language, coupled with a principled legal analysis, reveals that the prohibition pertains exclusively to the enforcement of financial judgments and not to procedural costs associated with accessing justice. From a legal standpoint, the institution of insolvency is not inherently exclusive to natural persons. Its foundational purpose is to safeguard litigants who lack financial means—a protection that logically extends to legal persons, especially those lacking steady revenue streams. Further, relevant provisions of Iran’s Civil Procedure Code do not contain any express prohibition against legal persons filing for insolvency. The rejection of such claims by non-commercial legal entities, such as charitable organizations and public-interest foundations, conflicts with fundamental principles including access to courts and procedural justice. Denying them the opportunity to seek cost exemption risks undermining their legal rights and contravenes public order. Through a descriptive-analytical methodology and grounded in library-based research, judicial rulings, and advisory opinions, this article argues that the prohibition on accepting exemption from litigation costs by non-commercial legal entities lacks a strong argumentative basis and conflicts with general legal rules and principles, including public judicial protection. It is concluded that non-commercial legal entities should be granted the ability to file for insolvency regarding court fees, based on their specific financial circumstances. https://jpl.illrc.ac.ir/article_728850.html Switch Bill of Lading, as one of the common yet sensitive practices in international maritime transport, refers to the process of replacing an original bill of lading with a new one in which essential details such as the name and address of the consignor and consignee, the place of origin or destination of the goods, and in some cases even the physical description of the cargo are altered. This practice is usually carried out in response to commercial necessities such as a change of buyer during transit, the need to issue documents that comply with the requirements of the final buyer, or, in more sensitive cases, to circumvent trade barriers, restrictive regulations, or international sanctions. Despite its significant role in facilitating international trade and providing flexibility in shipping operations, it should be noted that none of the major international regimes governing maritime transport of goods—including the various versions of the Hague Rules, the Hamburg Rules 1978, or the Rotterdam Rules 2008—explicitly and directly address the issue of switch bills of lading. Similarly, in the Iranian legal system, there are no specific and clear regulations that define this process and its legal consequences, which can lead to ambiguities and legal disputes among stakeholders. Within this context, the main question arises as to how the process of switching a bill of lading is actually conducted in practice, and what legal implications, restrictions, and challenges it entails. The present study, employing a descriptive-analytical method and relying on library research, analysis of relevant judicial precedents, and examination of related international instruments, seeks to answer these questions. The findings of the research indicate that although a switch bill of lading can be an effective tool for increasing flexibility in international transactions and adapting trade documents to the dynamic needs of commercial parties, its legal validity depends on compliance with essential conditions such as verifying the authority of the requesting party, ensuring the effective and complete cancellation of previous versions, and utilizing modern technologies such as electronic transport documents. Observing these requirements plays a crucial role in preventing fraud, minimizing legal disputes, and enhancing the security and transparency of shipping documentation in international maritime commerce. https://jpl.illrc.ac.ir/article_731491.html Will and discretion play a serious role in the field of responsibility and are disrupted under the influence of duress. Disruption of will occurs with the violation of intention and discretion, or the loss of consent. This factor can be formed in private law, contracts and status provisions or in the field of criminal law, crimes and religious prohibitions. Article 202 of the Civil Code considers duress as criminal law and considers the element of intransigence as a condition for its realization and effect. While in the law of contracts and status provisions, what forms the reality of duress and causes its effect is the same factor of pressure, threat and imposition to the extent that it distorts the element of consent and disrupts the will in this regard, and there is no necessity or need to introduce the element of intransigence as a condition for the realization of duress, and therefore the approach of civil law faces a serious challenge.This research, through a comparative study of Imami jurisprudence, Iranian law, the law of European countries, and the principles of international commercial contracts, has established the theory of distinguishing duress in the field of contract law from the criminal field in an analytical-descriptive manner, and considers the criterion of duress in contract law to be the mere violation of consent, and does not consider the consideration of the element of "lack of resilience" to be necessary in its realization, and has considered Article 202 of the Civil Code to be caught in a kind of confusion of the field of criminal law with the field of private law and the field of contracts.Therefore, from the perspective of private law and contract law, the party who is emotionally abused is in a way a victim of "duress and coercion" and lacks consent, and the contract formed by him is not complete and enforceable. However, in criminal law and religious prohibitions, for the realization of duress and its effect on the removal of criminal liability, the element of "lack of resilience and resistance" against crime and forbidden things is necessary, and mere lack of consent and unpleasantness is not sufficient to remove criminal liability and avoid committing religious forbidden things. https://jpl.illrc.ac.ir/article_731604.html AbstractThe legal regulations of commercial companies' law regarding the responsibility of calling general meetings and the quorum for forming an ordinary general meeting in joint-stock companies are faced with ambiguities and gaps. the purpose of the present study is to examine these cases and provide an analytical response considering the needs of the company. in joint-stock companies (public and private), the legal regulations for calling general meetings of joint-stock companies are faced with ambiguities and differences in the relevant legal articles. This issue, in addition to the lack of coordination and coherence, provides grounds for disagreement.the difference in the duties of inspectors as Longitudinal or transversal with the directors depending on the type of ordinary meeting (annual and ordinary in an extraordinary manner) and the unreasonableness of some differences in terms of the conditions for creating a duty to call a meeting for inspectors and other matters are debatable. Also, regarding the quorum for forming an ordinary general meeting, the terms of the law are subject to interpretation; considering the use of the words "number" and "holders", it should be considered that it is insufficient to form a meeting with one shareholder, even if he has the required number of shares in the regulation. These cases require legislative amendments in order to achieve the necessary legal security in this part of commercial laws.AbstractThe legal regulations of commercial companies' law regarding the responsibility of calling general meetings and the quorum for forming an ordinary general meeting in joint-stock companies are faced with ambiguities and gaps. the purpose of the present study is to examine these cases and provide an analytical response considering the needs of the company. in joint-stock companies (public and private), the legal regulations for calling general meetings of joint-stock companies are faced with ambiguities and differences in the relevant legal articles. This issue, in addition to the lack of coordination and coherence, provides grounds for disagreement.the difference in the duties of inspectors as Longitudinal or transversal with the directors depending on the type of ordinary meeting (annual and ordinary in an extraordinary manner) and the unreasonableness of some differences in terms of the conditions for creating a duty to call a meeting for inspectors and other matters are debatable. Also, regarding the quorum for forming an ordinary general meeting, the terms of the law are subject to interpretation; considering the use of the words "number" and "holders", it should be considered that it is insufficient to form a meeting with one shareholder, even if he has the required number of shares in the regulation. These cases require legislative amendments in order to achieve the necessary legal security in this part of commercial laws. https://jpl.illrc.ac.ir/article_731605.html Imamiyya jurists and Iranian Lawyer consider the will of the creator to be the cause of the creation of a valid entity and consider it impossible for the effect (contract) to violate the cause (intention). Therefore, they have proposed the rule of "contracts are dependent on intentions". The compliance of a contract with intention can be examined from various angles, including the subject matter of the contract, its effects, the parties, and the conditions contained in the contract, all of which fall under the heading of conformity of offer and acceptance. Among the above issues, the impact of contractual terms on the contract and subsequently the position of the terms in the parties' intentions has been a source of concern. Some have considered compliance with the condition of conformity of the offer and acceptance to be mandatory in terms of conditions, and some have considered only the contract to be subject to the rule of subordination, and thus; they have considered acceptance of the offer of the contract, without acceptance of the condition, sufficient to form a contract. It is illogical to issue a general ruling for all types of conditions, and for this reason, by studying the works of some recent jurists, a distinction between the types of conditions and an analysis of the relationship of each with the contract is evident. The author, by examining the articles of the Civil Code and the opinions of the Imamiyyah jurists, has come to the conclusion that the conditions in the contract should be divided into conditions related to the consideration (conditions that were effective in the motivation of the parties to determine the value of the consideration) and conditions unrelated to the subject of the transaction. In this regard by examining the articles of the Civil Code and the opinions of Imamiyyah jurists, has concluded that the relationship between a condition and a contract depends on the intention of the parties, ranging between "Zarfiat" and "taqyid", and that it is possible to conclude a contract without accepting a condition in the first type of relationship. https://jpl.illrc.ac.ir/article_732016.html Foreign investment is widely recognized as one of the most influential drivers of economic growth and sustainable development, particularly in developing countries that often face capital shortages. Consequently, many states, through the negotiation and conclusion of bilateral investment treaties (BITs), endeavor to create more favorable, predictable, and secure conditions for investors of the contracting parties. These treaties generally aim not only to protect the substantive rights of investors but also to provide reliable dispute settlement mechanisms. In this regard, because foreign investors are frequently reluctant to rely on domestic courts of host states—perceiving them as potentially biased in favor of the host government—recourse to international arbitration as an impartial and neutral forum has become a fundamental feature of BITs. Within this framework, one of the most controversial issues has been the admissibility of claims submitted by dual nationals who simultaneously hold the nationality of the host state. The question of whether such individuals may appear as claimants in international investment arbitration has long generated debate. ICSID tribunals, in reliance on the explicit rule contained in Article 25(2)(a) of the ICSID Convention, have consistently declined jurisdiction over such claims, thereby excluding them from access to ICSID arbitration. In contrast, other arbitral forums have not followed this rigid exclusion. Depending on the language of the relevant treaty, as well as other considerations such as the doctrine of dominant and effective nationality, they have often taken a more flexible and case-specific approach. The findings of this study, based on a library-oriented method and a careful examination of arbitral practice, confirm that while ICSID tribunals have strictly rejected claims by dual nationals sharing nationality with the host state, other arbitral institutions, including tribunals constituted under the UNCITRAL Rules, have rendered decisions tailored to the circumstances of each dispute. This divergence of practice highlights the complexity, sensitivity, and continuing importance of the dual nationality issue in the broader framework of international investment arbitration. https://jpl.illrc.ac.ir/article_732297.html AbstractShaparak, or the Electronic Card Payment Network, is a key institution in the country’s electronic payment system, established with the aim of coordinating and standardizing banking and payment service providers’ activities. Although the company is privately owned, its role in monitoring, regulating, and enforcing governance standards has made it a quasi-governmental entity. Shaparak’s legal nature, in terms of its shareholder structure, statute, and method of establishment, has always been a source of doubt and debate, and many of its practical actions do not fully align with the existing legal framework. With the establishment of Shaparak, the card payment industry became independent of banks and the company became a central player in the field, able to impose binding regulations, disciplinary regulations, and even financial penalties directly on stakeholders, although these actions have in many cases conflicted with legal and statutory restrictions. Shaparak's contracts with payment service providers are mostly unilateral and based on the company's dominant economic position, so that the other party is practically unable to change the terms of the contract; this has led to the emergence of unfair terms, violation of contractual freedom, and conflict of interest between the position of the rule-maker and the executor. On the other hand, incomplete observance of the principles of the rule of law, limited transparency in decision-making, and lack of complete supervision have complicated Shaparak's legal position and created numerous practical and legal problems for stakeholders. The present study, using a descriptive-analytical method, examines Shaparak's history, legal nature, scope of jurisdiction, and performance, and analyzes its weaknesses and legal gaps, emphasizing the need for legal reform, clarification of duties, and redefining the legal nature of the company to ensure justice, healthy competition, and balance of power in the country's electronic payment system. The findings show that without structural review and strengthening operational transparency, Shaparak will not be able to fully comply with legal, economic, and competitive principles and will not sustainably establish its position. https://jpl.illrc.ac.ir/article_732397.html The right to property can be regarded as the most popular yet the most challenging financial right of human beings. This challenge has been amplified with the digitalization of our legal and social life, such that the digital age alongside introducing fundamental changes in the legal framework of various institutions has not left the right to property immune from transformation. One of the fundamental challenges concerning property rights in the digital era lies in determining whether public policy in the digital environment should be based on the expansion or the restriction of ownership rights. On the one hand, one may argue that, given the emergence of new forms of property known as digital assets and the fact that property rights in this environment are far more vulnerable to infringement compared to the physical sphere, legislative policies should provide stronger protection for the holders of such rights. On the other hand, this approach may be criticized on the grounds that the very philosophy of the digital environment lies in its ease of use and accessibility to a wide range of individuals; thus, extending exclusive ownership rights to digital assets may undermine this foundational principle. Since this issue has not been thoroughly examined in Iranian law, the present article seeks to fill this gap by addressing the following question: What is the most appropriate policy regarding property rights in the digital age? The working hypothesis of this study is that an optimal policy should adopt a balanced approach by recognizing property rights while simultaneously imposing limitations and exceptions in favor of users—a matter that has not been adequately reflected in certain Iranian laws. This research employs a qualitative method with a descriptive-analytical approach, relying on library sources, and is presented in two main sections: the first section explores the concept of property rights in the digital sphere, digital assets, and the comparative legal context of Iran and other jurisdictions; the second section discusses the proper legal policies regarding property rights in the digital era, considering the specific characteristics of the digital environment. Finally, the article offers clear and practical recommendations for stakeholders, particularly legislators and policymakers. https://jpl.illrc.ac.ir/article_732539.html The emergence of unmanned ships has fundamentally reshaped the legal architecture governing civil liability in maritime collisions. While the removal of human navigators promises a reduction in conventional human error, reliance on complex computational systems, algorithmic decision-making, and remote-control infrastructures has generated new uncertainty regarding the attribution of legal responsibility. In this evolving setting, although the traditional role of the shipowner remains partially intact, established doctrines such as captain’s fault or crew negligence no longer reflect the operational reality of autonomous maritime systems. Accordingly, the legal status and potential liability of remote operators and artificial intelligence developers require renewed doctrinal interpretation and regulatory refinement.This study, employing a descriptive–analytical methodology and examining the compatibility of Maritime Autonomous Surface Ships (MASS) with the International Regulations for Preventing Collisions at Sea (COLREGs), proposes two differentiated models aligned with the vessel’s level of autonomy. For remotely controlled vessels, a Dynamic Liability Framework is advanced, in which liability is distributed according to the decision point and allocated sequentially among the shipowner, remote operator, and AI developer. Conversely, for fully autonomous vessels, Strict Liability with Right of Recourse is identified as the more appropriate model: the shipowner remains strictly liable toward third parties but may recover losses from the AI developer where a software defect, cyber vulnerability, or algorithmic malfunction can be demonstrated. Together, these models seek to balance effective victim protection with the maintenance of innovation incentives in the autonomous maritime sector.The research ultimately concludes that traditional fault-based regimes are structurally inadequate for addressing the distributed and data-driven nature of decision-making in unmanned navigation. Ensuring legal fairness in the autonomous era requires a reconceptualization of foundational maritime doctrines—including the definition of the “responsible actor”—in light of algorithmic agency and system-based liability. Future reform should include competency standards for remote operators, certification schemes for maritime AI developers, expanded P&I coverage addressing cyber and algorithmic risks, and regional or international technological compensation funds. Only through such coordinated legal and institutional adaptation can maritime law effectively govern liability in the era of unmanned navigation. https://jpl.illrc.ac.ir/article_733615.html Contract simulation is a legal operation whereby the parties, through the conclusion of a counter-letter, intentionally seek to amend, neutralize, or eliminate the effects of their apparent (simulated) contract, which is concluded simultaneously with that counter-letter. In such cases, the apparent agreement does not reflect the true intention of the parties but merely serves as a façade designed to conceal their actual legal relationship. The conclusion of two contracts, one apparent and the other secret, can, under certain conditions, lead to the formation of contract simulation; conditions that are partly the result of the analysis of the form of the simulation operation (external elements) and partly the result of the analysis of the terms and content of the agreement (internal elements).An examination of the external elements of contract simulation reveals that the very concept presupposes the existence of two contracts; Both are, by necessity, to be reduced to writing, while one of them must, inescapably also be concluded secretly. The internal elements of contract simulation also comprise two essential components: the requirement of simultaneity in the conclusion of the contracts, and the necessity of a conflict between them.In the view of French legal scholars and in the jurisprudence of that country, no significant divergence of opinion is observed regarding the necessity of these elements for the formation of contract simulation; However, numerous opinions have been expressed by French jurists and courts regarding each of these elements and their role in the formation of contract simulation.Under Iranian law, despite the absence of any explicit provision regarding the concept or the manner in which contractual simulation is formed, it appears that the aforementioned elements may be regarded as universal components constituting contract simulation. Accordingly, when examining this concept within the Iranian legal system, the same factors may be taken into consideration. https://jpl.illrc.ac.ir/article_733633.html Regarding the concept of referral in private international law, there is no single definition and there is no consensus in order to understand the issue of transference, one must first understand its origin. In the interaction of national conflict resolution systems with each other, there are three possible situations; the first situation is coordination, the second situation is positive conflict, and the third situation is negative conflict. Referral is the result of the third situation, namely negative conflict, in such a way that the conflict resolution rules of neither country consider its own law to be valid, which results in two situations: Remission and Transmission. Government’s reactions to both Remission and Transmission differ according to their approach; some have considered it acceptable and others have not accepted it. The Iranian legislator has explicitly accepted Remission in Article 973 of the Civil Code, but has not explicitly stated its position regarding Transmission, and this issue has become a source of controversy and various interpretations have been made of it. Therefore, Iranian jurists are divided into several groups. For example some people are of the opinion that the sentence referred to another law in the above article, it refers to a third country, which indicates that non-sequential Transmission has been accepted. Some also believe that Transmission is not accepted in Iran, but the present study has attempted to present a legal and judicial solution with an applied approach. The authors, through practical analysis and examination of the opinions of Iranian jurists, believe that Article 973 of the Civil Code is an exception to Article 7 of the Civil Code, and both of the aforementioned articles are exceptions to Article 5 of the same law, so that in case of doubt regarding the application of Article 973, which is ambiguous, reference should be made to the original or first principle, which is Article 5. Therefore, according to this opinion, the Iranian judge should issue the judgment on the claim based on the substantive provisions contained in the law of origin. https://jpl.illrc.ac.ir/article_733669.html This article examines anchoring bias, one of the most fundamental cognitive distortions, within the context of civil liability litigation. It aims to demonstrate how initial information—whether numerical, such as damage estimates, or conceptual, such as qualitative descriptions—can unconsciously shape judges’ perceptions and assessments of liability and damages, diverting them from an independent analytical path. Grounded in dual-process theory, heuristics and biases research, and the model of cognitive coherence, this study adopts a descriptive–analytical approach to explore how anchoring operates in judicial reasoning across the judicial system. Anchors are categorized as formal and informal. Formal anchors include expert reports, preliminary judgments, and advisory opinions—sources that appear neutral yet subtly guide judicial evaluation toward a predetermined conclusion. Informal anchors, in contrast, arise from media narratives, emotionally charged language, or the order and framing of evidence, influencing decisions through more implicit cognitive channels. The article argues that the judicial mind, faced with an overwhelming flow of data, inevitably seeks anchors to maintain cognitive stability. Yet, an anchor should serve as a starting hypothesis rather than a final destination. When the anchor becomes an endpoint of reasoning, it captures judicial independence and undermines impartial adjudication. Therefore, anchors must be critically examined, their validity tested, and their relation to the factual matrix of the case assessed through rigorous analytical methods. To mitigate the cognitive risks posed by anchoring, the paper proposes several remedies: implementing structured analytical checklists to enhance reflective reasoning; incorporating cognitive psychologists into judicial teams to identify mental shortcuts and biases; and employing AI algorithms capable of detecting anchoring patterns in decision-making. Ultimately, the article underscores the necessity of integrating cognitive psychology into the legal decision-making framework. Such integration, it argues, is vital to safeguard compensatory justice founded on evidence-based reasoning and judicial impartiality, ensuring that the pursuit of fairness remains unshackled from the invisible weight of cognitive anchors. https://jpl.illrc.ac.ir/article_733977.html In the event of the governance of the Warsaw Conventions (including the Hague Protocol of Amendment) and Montreal in international flights, the liability of the carrier for the life of the passenger begins upon the commencement of the operations of carriage and terminates upon their completion. Determining the scope of the carrier's liability—that is, the time and boundary of the commencement and termination of this liability under the purview of Article 17 of these two Conventions—is one of the challenging issues in private international air law, as neither of the Conventions specifies by what action and from what time the operations of carriage commence, and how they terminate.Judicial practice and doctrine have attempted to elucidate the concept of "operations of embarking and disembarking" since the inception of the Warsaw Convention's governance. Despite providing solutions such as the "safe place" test, especially the so-called Day test, which is based on three criteria—the location of the passenger, the activity of the passenger, and the degree of control by the carrier (the passenger's freedom of action)—and although it is somewhat helpful, it faces ambiguity in complex cases and when confronted with the technological advancements of airports and the air transport industry, such as smart gates and automated connecting tunnels.This article employs a descriptive-analytical method with a comparative approach, studying the doctrine and judicial practice from various countries. While examining the Day test, it critically analyzes its underlying basis. The research findings indicate that this theory’s focus on indicators such as the passenger's activity or proximity to the gate, while useful, can be inadequate in providing a correct answer to contemporary disputes.To fill this gap, the article proposes a new theory entitled "Operational Dominance." Instead of focusing on often-relative criteria, this theory bases liability on the structural and functional foundation of the operations of embarking and disembarking. To determine the scope of the carrier's liability, this theory introduces three criteria: first, the structural necessity of the process; second, the carrier's systematic dominance; and third, the controllable operational risk.Analysis of cases that resulted in disagreement between the lower and higher courts shows that this theory can, while aligning with the protective objectives of the Warsaw and Montreal Conventions, prevent the unjustified expansion of carrier liability and provide clear, coherent, and predictable criteria for the courts. https://jpl.illrc.ac.ir/article_735135.html AbstractIn The Fourth Edition of The Principles of International Commercial Contracts, (2016) There is a Particular Focus on Special rules governing Long-term Contracts. Before That, the mentioned Principles included Provisions Concerning Contracts made For Performance within a Specified Period, but did not Systematically address Long-term Contracts. The Present research, with a descriptive and analytical methodology, concludes that Long-term Contracts, due To Uncertainty, they require flexibility and adaptation to new Circumstances. If the governing Conditions of the Contract Undergo Fundamental Changes and the Performance of Obligations becomes difficult, The Parties may renegotiate The Contractual terms. In Case Of disagreement, the dispute resolution authority Can adjust Or Terminate the Contract. Due to the relational Character of Such Contracts, adherence to the Principles Of good faith and mutual Cooperation Throughout all Stages is deemed indispensable. In The interpretation and gap-Filling of Long-term Contracts, One must move beyond Literal meaning of the text and Pay attention to the real intention Of the Parties. The Use Of alternative mechanism for Payment and delivery is Common in These Contracts, and in Case Of breach, While the injured Party's right to immediate Termination is restricted, the breaching party is granted an Opportunity To remedy the default. All remedies for breach Of Contract are Cumulative with Compensation For damages; however, calculating damages in Long-term Contracts is not Straightforward. Respecting human rights requirements and environmental Protection are integral Pillars of Long-term Contracts. Long-term contracts, by creating a steady cash flow in payments, lead to greater stability and consistency in the exchange relationships between parties and result in reduced transaction costs. Proper management of such contracts fosters transparency in relationships and will minimize risks.The absence of conflicts of interest, in line with the prevailing economic rationality in this type of contract, causes long-term contracts to be designed incompletely while establishing a general framework to adapt to potential future changes, allowing contractual gaps to be filled later through alternative mechanisms. https://jpl.illrc.ac.ir/article_735240.html This article examines the distinction between clauses in contractual instruments that give rise to legally binding obligations and those that merely express the parties’ intentions or aspirations and therefore lack enforceability. In numerous contractual and pre-contractual documents—such as memoranda of understanding and letters of intent—language that appears promissory is frequently used, although such provisions do not in fact create legal obligations. Drawing on two foundational frameworks in the philosophy of language—speech-act theory and Paul Grice’s cooperative principles—this study proposes an analytical model through which commitment-related clauses can be identified and classified into three distinct categories.Within this framework, language is understood not merely as descriptive but as performative action capable of generating legal consequences within a contractual text. Among Searle’s categories of speech acts, commissives are especially significant in contracts because they involve the speaker binding themselves to a future course of conduct. Grice’s cooperative principles—quantity, quality, relevance, and manner—further enable assessment of the clarity, sincerity, and communicative adequacy of contractual expressions of commitment.The central question addressed is whether a purely linguistic analysis of contractual language, independent of external evidence, can yield reliable criteria for differentiating among the three categories of commitment-related clauses. The hypothesis is that a combined analysis grounded in speech-act theory and Gricean pragmatics can illuminate the parties’ genuine intentions and provide a linguistic basis for distinguishing binding clauses from non-binding ones, as well as from clauses that occupy an intermediate functional position.The findings demonstrate that the enforceability of a clause depends primarily on the type of speech act it embodies and the extent to which the cooperative principles are observed in its formulation. Clauses whose structure reflects a commissive act and whose wording satisfies standards of clarity, sufficiency, and relevance are treated as binding, whereas those whose phrasing does not manifest an intention to be legally bound are linguistically identifiable as non-binding. The article concludes that integrating linguistic analysis with the philosophy of language offers a valuable tool for discerning shared contractual intent and assessing the legal validity of contractual provisions. https://jpl.illrc.ac.ir/article_735634.html The emergence of disputes among individuals in human societies is inevitable; accordingly, legal systems have consistently sought mechanisms for the peaceful resolution of such disputes. In this regard, conciliation and mediation have long been recognized in the Iranian legal system as important and community-based means of dispute resolution. However, the development of these institutions in recent decades has no longer been confined to their private-law function. Rather, judicial and legislative policies of the country—aimed at reducing the caseload of courts, strengthening restorative justice, and promoting social peace—have played a decisive role in shaping the contemporary legal structure and functions of these institutions.Nevertheless, governmental intervention and policy-making based on dejudicialization have given rise to challenges concerning the traditional position of these institutions within private law. Such challenges include ambiguity regarding the legal nature of conciliation agreements, conceptual overlap between conciliation and the contract of settlement (ṣulḥ), alterations in the legal effects of the judicial settlement report provided for in Article 182 of the Civil Procedure Code, and the weakening or, in some instances, the strengthening of party autonomy as a result of mandatory or incentive-based policies adopted by the judiciary. This situation has emerged at a time when conciliation and mediation, within overarching judicial policies, have increasingly assumed an instrumental function aimed primarily at reducing the inflow of cases, while the coherence necessary in statutes and by-laws to consolidate the legal status of these institutions is, at times, lacking.Previous studies have largely focused on introducing the mechanisms of mediation and conciliation and have paid comparatively little attention to an analytical assessment of macro-level policy-making, or to the practical challenges and implementation deficiencies affecting these institutions. This research gap is particularly evident in the distinction between contractual conciliation and judicial conciliation, in the examination of the legal nature of the judicial settlement report, and in the role of non-judicial bodies in quasi-judicial processes.Adopting an analytical approach, the present study examines the impact of Iran’s judicial and legislative policies on the nature, legal effects, and validity of private agreements in the fields of conciliation and mediation, and addresses the following question: what challenges has state intervention in regulating these institutions created with respect to their demarcation from classical institutions of civil law? The findings indicate that the fragmentation of legislation, ambiguity regarding the legal effects of the judicial settlement report, the delegation of decision making functions to non-judicial bodies, and the absence of clear standards for distinguishing private conciliation from judicial conciliation constitute some of the most significant existing shortcomings.Finally, while evaluating the current policies, the article offers proposals aimed at restoring conciliation and mediation to their natural position within private law, while at the same time preserving their functions in dejudicialization and restorative justice. https://jpl.illrc.ac.ir/article_735702.html The present study, employing a descriptive–analytical method and adopting a foundational–applied approach, examines the possibility of the principal’s performance of the subject matter of the agency or conduct incompatible with it by principal, and its effect on the automatic termination of an irrevocable agency from the perspectives of Imami jurisprudence and Iranian law, with an emphasis on judicial practice. The central question is whether, in an irrevocable agency, similar to a revocable agency, the principal may, by actualising the subject matter of the agency or by engaging in an act incompatible with it, bring about the dissolution of the agency, or reduce the authority of the original agent through the appointment of an additional agent; or whether, in this type of agency, due to the non-revocability of the agent, the principal is precluded even indirectly from causing the agency relationship to cease; or, alternatively, whether distinctions must be drawn among various forms of agency? Moreover, does the doctrine denying the principal’s ability to intervene in the subject matter of an irrevocable agency not deprive this institution of its authorization-based and representative nature, and move it closer to the conferral of authority upon another (the agent)? An examination of juristic foundations, legal doctrine, and judicial decisions reveals a serious divergence of opinion regarding the principal’s authority to perform the subject matter of the agency or to undertake acts contrary thereto in irrevocable agencies. Nevertheless, recognising such authority is more consistent with the essence of agency and the will of the principal, a conclusion also supported by the general wording of Article 683 of the Iranian Civil Code, unless the principal has expressly, or by implication arising from circumstances and contextual indications, restricted or waived such authority. Notwithstanding this, in a “agency that grants right”, the principal may neither personally perform the subject matter of the agency nor undertake an act contrary to it, nor may the principal reduce the scope of the agent’s authority through the appointment of an additional agent. Accordingly, it is proposed that, in addition to legislative action aimed at amending Article 683 of the Civil Code or adding a note thereto, judicial practice should regarding representative agencies, even when irrevocable presume the permissibility of the principal’s action, in contrast to agencies that gant right, and require proof for any claimed prohibition. https://jpl.illrc.ac.ir/article_735798.html The principle of contractual freedom, as one of the fundamental principles of contract law, despite its positive functions in facilitating commercial transactions, cannot alone guarantee justice and balance in the pre-contractual stage. This inadequacy becomes a serious challenge, especially in international commercial contracts where inequalities in information, economic power, and bargaining leverage between the parties are prevalent. Therefore, reconsidering existing legal mechanisms to protect the weaker party during preliminary negotiations appears essential. In the legal systems of many countries, particularly European jurisdictions, the initial responses to the phenomenon of inequality in pre-contractual discussions emerged mainly through judicial interventions, employing interpretive tools and general rules of contract law. Judicial practice, relying on concepts such as good faith, fairness, prohibition of abuse of a dominant economic position, and the duty of proper and timely disclosure of information, has sought to prevent the imposition of unfair terms during pre-contractual negotiations. At the transnational level, unified international instruments of contract law, by restricting the scope of contractual freedom and establishing mandatory rules, have provided mechanisms to control imposed terms and protect the weaker party. However, the effectiveness and coherence of these tools in practice require critical assessment. The present study, adopting an analytical-comparative approach, examines inequality in the preliminary negotiations of cross-border commercial transactions and seeks to address this challenge within the framework of international trade contracts law. In this regard, not only are the structural causes and concrete manifestations of inequality in the pre-contractual stage identified and classified, but the main objective of the research is to systematize and critically evaluate the effectiveness of the legal tools and conditions established by unified instruments such as the UNIDROIT Principles of International Commercial Contracts (PICC), the Principles of European Contract Law (PECL), the Draft Common Frame of Reference (DCFR), and the United Nations Convention on Contracts for the International Sale of Goods (CISG) to reduce or eliminate this inequality. The findings of this research may pave the way for proposing amendments to existing regulations and enhancing the protection of the weaker party in the preliminary negotiations of international contracts.