New Approaches to Automatic Termination of Contracts: A Comparative Study between Iranian Law, Iraqi Law, and the 1980 Vienna Convention (CISG)

Abstract

The present study, entitled “New Approaches to Automatic Termination of Contracts: A Comparative Study between Iranian Law, Iraqi Law, and the 1980 Vienna Convention (CISG)”, analyzes the legal institution of Infisakh as one of the mechanisms for the involuntary termination of contracts. Within this framework, the concept of Infisakh and its distinction from rescission (Faskh) and annulment are examined, along with the conditions for its occurrence, including termination clauses, non-fulfillment of suspensive conditions, and force majeure, across the three legal systems. In Iranian law, although Infisakh lacks explicit statutory recognition, it can be inferred from Articles 229, 240, and 245 of the Civil Code. In Iraq, the 1951 Civil Code, influenced by Islamic jurisprudential theories and French civil law, prescribes more precise conditions for Infisakh and explicitly addresses it in Articles 261, 268, and 274. In contrast, the Vienna Convention adopts an approach based on voluntary termination, allowing automatic termination only if a termination clause is stipulated. The study reveals that although the concept of Infisakh is accepted in all three legal systems with the aim of maintaining contractual balance, there are fundamental differences regarding the mode of occurrence, the role of party autonomy, and its legal effects. In Iran and Iraq, Infisakh generally does not require judicial intervention, and the parties’ prior agreement plays a pivotal role in drafting the relevant clauses. Conversely, under the CISG, termination depends on formal notice and the existence of a “fundamental breach.” This research is conducted using an analytical–comparative method, relying on library resources, judicial precedents, and international instruments. In conclusion, by offering proposals for legislative reform and drafting model Infisakh clauses, the study provides practical solutions aimed at enhancing legal certainty and contractual efficiency.