Jalal SoltanAhmadi; Maryam Valaii
Abstract
It is common that the avoidance of a contract terminates and renders all provisions, terms and conditions of the contract. Are there any terms or provisions which are not affected by termination? By using the descriptive-analytical and comparative methods, this article aims to ascertain these independent ...
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It is common that the avoidance of a contract terminates and renders all provisions, terms and conditions of the contract. Are there any terms or provisions which are not affected by termination? By using the descriptive-analytical and comparative methods, this article aims to ascertain these independent terms which are valid, even though the termination of the contract occures. Some of these terms, such as confidentiality, are valid and apply, irrespective of making a contract. On the basis of intention of parties, law and usages, termination does not affect contract terms relating to dispute resolution. Nor do those terms that were intended to take effect even in the case of termination, such as confidentiality clause. Those terms are independently valid in spite of the invalidity, termination or avoidance of the main contract.Principles of European Contract Law, UNIDROIT Principles of International Commercial Contracts and United Nations Convention on Contracts for the International Sale of Goods (CISG; the Vienna Convention) indicate such valid provisions. Despite the lack of any provision in Iranian Civil Code, such a provision infers and implies under Iranian Civil Law.
