فرهاد ایرانپور

One of the most challenging aspects of the Agency Contract is determining the criteria for assessing whether the principal's interests are not respected from a scientific standpoint and in accordance with the prevailing custom of any given business. Furthermore, it is essential to ascertain the sanctions thereof.Failure to respect the interest of principal has long been the concern of jurists and then lawyers. While there is no doubt in the necessity to comply with the principal’s interest, there are a lot of difference of opinion in determining the effects of not observing the principal’s interest, and also the jurists consider it as a qualitative concept and rely on the custom in determining a standard for explaining the scope of principal’s interest. Performance of transactions without respecting the interest of the principal has always been a legal concern. Custom also deals with ambiguity in this regard, and as a result, the court refers the matter to the expert in the hearing, and the expert, due to the existence of a common scientific basis, ultimately gives an opinion intuitively and with perception, and the court has no way to control it Also, the courts have had a different approach regarding the sanction of non-observance of the principal's interest, and this adds to its ambiguity. However, the en bank members of the Supreme Court of Iran in its Unified Judicial Precedent No. 847 dated 2/25/1403, ruled on the non-effectiveness of contract till the approval of principal, but it still does not provide a criterion for determining non-compliance with principal’s interest, and the application of the notion of non- effectiveness of contract does not meet today's social needs.The lack of effectiveness of the transaction, which we find as the basis of a non-authorized contract in the traditional commodity markets, could be considered as an effective institution from the point of view of economic and social analysis. However, the lack of effectiveness of the transaction in the new goods and services markets as well as in the financial markets lacks efficiency and causes an increase in transaction costs.In fact, we are faced with the default of information symmetry in a small society with fast information circulation, and it has been compiled accordingly. This means that in primitive societies, people were quickly informed of all events, and as a result, the owner of a property could not have been unaware of the unauthorized transaction. Therefore, based on the assumption of symmetry of information, the legislator believed that if the owner of goods recognizes the transaction as a loss, he can disrupt it. In a traditional rural society with a limited population and with the presence of virtue-oriented and often religious people, the non-authorized transaction has always been based on the interest of the owner.So, Non-authorized transaction has an effective and efficient function in this social system and in that context, social relations (failure of market relations) such as moral hazard and free riding caused by asymmetry of information does not fail. The reason is that, first of all, in this society, information is exchanged quickly and the type of long-term relationship between the people of this limited society is such that it leads to participation and in this participatory process, the desire for free riding (working for one's own benefit and benefiting at the expense of another) and moral hazard (preferring one's own benefit over another's) decreases.Therefore, a non-authorized transaction in a rural society (with limited actors, and its own surrounding environment and social context) is considered as an efficient indicator, and the sanction of non-approval will not hinder this efficiency, even though in most cases we are faced with the subsequent acceptance of the owner and rejection of the transaction seems unlikely).In this article, we have used the library method and using the sources of legal science to answer the criterion and the sanction of non-compliance with the principal's interest, and we have tried to answer the above questions by using the economic analysis method.In order to determine the scientific criteria regarding non-observance of the principal's interest, the basics of economics and the theory of standard deviation are used as the basis for determining the extent of the principal's loss. The tolerable loss limit can be considered as the basis for determining compliance with the principal's interest.  Based on the theory of standard deviation, the tolerable loss limit in traditional and modern goods and services markets and in financial markets is scientifically explained. Using the theory of standard deviation regarding non-observance of interest has been suggested by the author for the first time.Then, based on the current legal interpretations in Iranian law, the author suggests his willingness to annul the contract at the level of very large losses and correctness by accepting the responsibility of the agent at the level of large losses. In the case of small losses, the contract is considered correct.In this scientific approach, the parties of any legal relationship, as well as in the stage of litigation, the court can easily make a decision based on scientific criteria. As a result, the validity or invalidity of a transaction becomes predictable, and thus we approach one of the indicators of justice, which is predictability.At the end, the author proposes to amend Articles 663 and 667 of the Civil Code as follows:Amended Article 663: The agent cannot perform an action that is outside the scope of the subject matter of agency or outside the limit of the powers delegated to him. The sanction of violation is the annulment (of the transaction).Amended Article 667 of the Civil Code: The agent must, in his handlings and performances act in the interests of his principal. The criterion of compliance with principal’s interest is the amount of the tolerable loss limit, the sanction depends as the case may be, the annulment of the transaction or the validity of the transaction with the responsibility of the defaulting agent. The tolerable loss limit is determined based on the financial criteria determined by the Government Board and with the proposal of the Minister of Justice.

The establishment of regional organizations is one of the most important tools for the economic and trade development of the commonwealth of independent States. The expansion of economic relations requires the use of tools of wealth circulation, i.e., international commercial contracts such as sale, transportation, and insurance between allied countries. In the event of a dispute between the parties over the implementation of these contracts, filing a lawsuit in the courts of each of the interested countries is a traditional and, of course, not very efficient solution. In contrast, the growing tendency of merchants to include the clause of choosing a court in contracts and agreeing on the jurisdiction of one of the competent and even incompetent courts is a relatively new and efficient method. However, the question is which regional organizations have taken steps to recognize this business practice? Also, what conditions do the instruments of these organizations provide for the validity of the mentioned agreement and the resulting jurisdiction? Finally, what is the solution to regional instruments in the event of a conflict of resources? Recognition of the status of consensual jurisdiction can be a good model for those regional organizations to which Iran is a member. In addition, identifying credible instruments in this area will assist Iranian courts in dealing with cases of enforcement of foreign judgments based on consensual jurisdiction.

Choosing a method of resolving disputes and how to implement it is one of the challenges for Businesses in advancing international Commercial Contracts. Because, usually, the international nature of a contract creates parallel proceeding, the occurrence of the phenomenon of conflict of jurisdictions, and ultimately, the issuance of conflicting judgments and the difficulty of enforcing foreign judgments. The arbitration agreement has alleviated some of these concerns; that method also has, however, its drawbacks. One of the solutions for traders to prevent this situation is to specify the choice of court clause in the contract. However, is such a term legally valid at the global level? If so, in which international source or sources are the objective examples given? What conditions do these sources consider for such an agreement to be reached? As The competence of the chosen court and the enforcement of its judgment depend on the validity of such an agreement. The fact is that following the prevalence of this clause in International Commercial Contracts, the legal society has also decided to codify this custom in the form of international conventions. However, these sources are numerous and scattered and therefore, sometimes, remain unknown. Also, the multiplicity of resources, in itself, will lead to conflict among them. Accordingly, in the present article, after explaining the basics of the jurisdiction agreement, the accurate introduction and evaluation of the international sources overseeing it, and, finally, the solutions to resolve the conflict among these sources are mentioned. This research is based on library sources and the descriptive-analytical method.

The principal of conformity with the law( Sehat) is recognized in Iranian legal system. In this article, at first we analyze this principle in respect with the Iranian jurisprudence in order to demonstrate the legal evaluation. Subsequently, we analyses the realistical approach of the jurist in lex mercatori in such regards with due respect to the doctrine, and arbitration awards in international commercial law.

It is well understood that the jouisance capacity of of forginer in intellectual property rights has the pardoxal nature. From one side and as a minimalist approache، this Right is gouverned by private law and from other side، based on a maximalist approach; it is under the public- economic law gouvernance. Therfor، its reconnaissance of jouisacne capacity is under the publicah law domain. Meanwhile، it is important to kniw wheter the applicable law on the exercice right is gouverned by the law of the country of orgine or the protection law. The answere to this question is the main concern of this Article.

Whenever we are analyzing the intellectual property rights we shall treat the enjoyment capacity as a principal issue of the private international laws. The enjoyment capacity of foreigner on intellectual property rights is determined based on the nature of these rights on the legal systems. The economic nature of these rights dictates that the private aspect of these rights to be recognized in private law and consequently to have a maximalist approach and the public aspect of these rights respectively treated on public law with minimalist approach. This approach has the decisive effects on enjoyment capacity of foreigners.

The analyze of the petroleum contract determines that the ownership of the oil and gas filed is one of the very fundamental issues in the Petroleum Contract not only for the host country in the middle east but also for the Petroleum Companies. But the analyze of the petroleum contracts from the ownership perspective may show that the hybrid nature of this ownership rights, one from private law perspective and other from international business law standpoint of view. Therefore, in this essay the ownership right on the project land and field shall be analyzed in order to concretize the nature of this right on the private and international business laws.

The analyze of petroleum contracts demonstrate that in respect to the intensity of the cooperation between the state company and oil companies, we could find the different evaluative categories of the contracts on upstream oil industry.Historically, the first generation of the petroleum contracts was the Concession Agreement in which the transferring of ownership was the base. The License Agreement as a contract for transfer of the oil benefit was another category of the contract in the oil industry. In the historical evolution of the petroleum contracts, we realize the creation of the Service Contract which is, in fact, the result of national revolution in the oil countries. And actually, the sharing concept is replaced to the reciprocal concept in the petroleum contract and now the Production Sharing Agreement is a predominant model in the oil industry in developing countries.

The historical study of the Petroleum Contract improve that the Petroleum Contract is emergence of the conflict of interest of the Host country and foreign company. The conflict which is actually is transformed into collaboration in the Petroleum Contract. In order to determine this tendency to collaboration and distribution of interest and risks between the Host country and foreign company we shall focus at first on the general specification of the Petroleum Contract enabling us to specify the particularity of the Petroleum contracts which has the predominant effects on the method of the distribution of the interests and risks in exploration, development and exploitation of the petroleum in the Petroleum Contract.