Private Law Research

Abstract )
Abastract
CIF is unknown in Iranian law, although it is widely used in international
trade of this country, which has made studying it inevitable. Knowing rights
and obligations of parties, transfer of risk and titleand compensating
damages in conclusion of contracts will help traders. Using contractual
freedom, sometimesparties try to deviate from standard terms to gain more
benefit or avoid more loss. This may result in including term contrary to CIF
standards and unknowingly create difficulties in rights and obligations of
parties and how to compensate it.This article studies CIF in British law and
2010 incoterms with a short review of Iranian law to: 1) clarify nature of CIF
2) clarifying rights and obligations of parties 3) indicate effect of terms
contrary to CIF.
Keywords: CIF, C&F, risk transfer, bill of lading, Insurance, British law,

Abstract Abstract
According to some articles of civil procedure code (as articles 135, 136 and
143) some ancillary actions (such as counter-claim and impleader) should be
made within certain time-limits. In case of not considering the time limits and
bringing these actions outside the time-limits, there are three theories; A)
dismissal of action, B) separating the action and trying the claim separately C)
differentiating between the cases related to the main claim and the non-related
ones, trying the firstones together and trying the latterseparately. There are
viewpoints, reasoning and criticisms about acceptance and rejection of each
theory. However, reasons of the third theory are stronger and its criticisms are
weaker. So this theory is more acceptable.

Abstract
Abstract
The Fifth Development Plan of I.R. of Iran in Article 107 authorizes the
formation “contractual Joint Venture” on the contractual basis and within the
known concept of the civil partnership. Despite the contractual nature of
joint venture,it has been treated as an incorporated venture by the legislator.
This paper begins with looking at the existing laws and regulations regarding
contractual joint venture in Iran before the enactment of Fifth Development
Plan, and then turns to Article 107 to examine its effects on them. This paper
concludes that formation of contractual joint venture and fundamental rules
for its operation have already existed in Iran. However, Article 107 could not
regulate or facilitate formation of contractual joint ventureefficiently. It
seems, in fulfillment of this article, a comprehensive bill should be prepared
and presented to the legislator by the executive power.

Abstract
Abstract
Derivative action is an action filed by shareholders against corporate
directors in order to recover corporate’s rights. This mechanism is set up to
have the directors answerable for their failure in carrying out their duties.
Prior to the CA 2006, Foss v. Horbottle rule deprived shareholders of taking
any action against directors but in exceptional cases. Acknowledging the
right of filing derivative action and how to apply it, as shareholders’ rights,
for the first time the Act 2006 extended the circumstances in which such a
right may be claimed.
In Iranian Law, section 276 of the Amendment to the Commercial Act
1347 refers to possibility of filing a derivative action. The same is provided
vastly in the Bill 1384 in section 473. Regarding new development of legal
systems in this area particularly in English Law, providing new provisions
seems to be a necessity.

Abstract
Abstract
The judicial modification of contract as a result of decrease of money
value is a legal- economic concept emerged due to the economic fluctuation
in recent century. According to the legal, philosophical and the economic
basics presented for modification and decreasing money value, unfair
possession seems to be a good basis, although the current legal system
hardly accepts it. It seems that the legislator has accepted the hardships
resulting from decreasing value as a basis.
Regarding its nature decrease in money value causes liability and it can
be compensated. The important point is possibility of maintaining the
contract at its own forms considering value decrease. So in some cases value
decrease of money, modification will not be justifiable. Continuation of the
contract and keeping the agreed terms can be a suitable equivalent.

Abstract Abstract
According to international and national regulations, are exempted from
liabilities in different situations such as proving that they have taken all
necessary measures to avoid the damages, failure of passenger or consigners
or force major. These exemptions are divided into two categories: statutory
or non-contractual exemptions and contractual exemptions which are
according parties" will. Due to vast material we will study the first one in
this article.
Surveying exemptions permitted in international regulations in this
article, we will try to compare them with exemption of Iranian law in order
to pave the way to remove the shortcoming of domestic regulations.

Abstract
Abstract
There have been different viewpoints about the possibility and the
manner of seizure of Key money and good will: Some believe Key money
and good will can't be seized and auctioned off at all; on the contrary, some
others advocate the idea that they can be seized and auctioned off. Finally,
some have distinguished between seizure and auction, they argue that Key
money and goodwill can be seized but cannot be auctioned off. In this article
we have supported the view which has differentiated between Key money
and the goodwill; differentiation which can affect the form and the manner
of seizure.