Under cumulativeness of contractual remedies, if such remedies integrate with each other to compensate for the damages caused to the obligee, should allow legal provisions them to simultaneously execute his. Of course, according to specific performance obligor bound enforcement to obligation and primacy termination of contracts and payment of damages should be accepted on an exceptional rule and Primary cumulate may not among these remedies. So, is a direct relationship between these institutions by applying each of them does not implementation another; whereas mentioned legal institutions are Special efficiency and the economic outlook, lawmakers should provide for compatibility between them. Thus, in this article the interaction of economic analysis of interaction precedence of enforcement to specific performance over termination of contract with cumulativeness of contractual remedies and the solution compatibility of consequences of them will be discussed. Including the results of the present paper, provide appropriate proposals for modified Articles of Civil Law in the field of precedence of enforcement to specific performance over termination of contract with cumulativeness of contractual remedies by using ideas of authors of economic analysis of law.

One of the basic issues in the economic analysis of contract law is the position of remedy enforcement concerning the specific performance along with its connection to the termination of contract and payment of damages which are presented in this study. In fact, the common law and civil law systems have predicted a set of different regulations in this regard. in common law, damages are taken into account as a general remedy for the breach of contractual obligations where in some exceptional cases, an execution of the specific performance is possible. Nonetheless, in civil law systems, a public remedy for breaching contractual obligations is equal to the execution of the specific performance and the termination of contract as well as considering damages as exceptions.
A group of experts in economic analysis of contract law emphasize the efficiency of the precedence of executing the specific performance. To prove their theories, they have cited the neutrality principle and the reliance on the contract as well as the moral obligation of adherence to the obligation. To explain these reasons, it must be pointed out that (1) according to the neutrality principle, the legislator must foresee the remedies of breach of the contractual obligation in a manner that the promisee would remain absolutely neutral between the execution of the specific performance and its termination, in which the precedence of the former on the latter could place the promisee in such a situation; (2) Given the principle of reliance on the contract, both parties would trust the execution of obligation by one another and consequently, various costs would be at stake. Hence, with the precedence of executing the specific performance, such a reliance can be supported while wasting the costs of trusting a contract can be avoided as the execution of obligation is prioritized; (3) According to a common view, morality requires both parties to remain faithful to the obligation and a contract breach is frowned upon. As a result, the precedence of executing the specific performance can terminate motivations toward the breach of contract.
In return, the most important reasons put forth by the advocates of the efficiency in the precedence of termination of contract against the specific performance include the principle of promisee’s self-reliance in the remedy of contractual obligations as well as the fact that such contractual remedies lead to motivation. Consequently, (1) according to the self-reliance principle in contractual remedies, both parties should foresee the probability of the breach of contract with regards to the contractual conditions and states, hence, the contractual remedies must provide self-reliance to both parties when faced with a breach of contract; (2) Based on the principle of providing motivation via contractual remedies, they must be predicted in a way that both parties’ motivations would remain intact in case of perform or breach as well as the payment of damage; meanwhile, with the precedence of executing the specific performance, the promisor would not be motivated to perform or breach the obligation as it must be performed in any case, and the promisee also would not have any motivation to mitigate the damages inflicted upon himself in case of a contract breach.
Considering the methodology of the present study, the authors will employ a combination of methods including explanatory (stating the reasons put forth by both parties regarding the efficiency of the precedence of executing the specific performance or termination of contract), analytical (presenting the selected theory, given the examinations and expressed reasons), comparative (comparison between Iranian and American Law), and formal (difference between the characteristics of contracts concerning the priority of executing the specific performance or the termination of contract). Albeit, given the requirements of the main approach in this paper, first an economic analysis must be employed and eventually, its results must be explained using the aforementioned analysis.
An impediment expressed toward the reasons put forth by the advocates of the precedence of the execution of the specific performance or the termination of contract and the payment of damage is that, overall, the precedence of the execution of the specific performance or the termination of contract cannot be accepted unless it is done according to the contracts’ characteristics such as being regular, consumable, or commercial. The result obtained from the comparative theory is a combination of the reasons put forth by the advocates and the opponents of the precedence of executing the specific performance over the contract termination which is more compatible with the economic components such as efficiency, efficient specification of resources and their optimal usage, increase in social wealth, and the internalization of foreign expenses resulted from the breach of contract.
According to the formal theory, in regular contracts with the subject of transporting present goods, the precedence belongs to the execution of the specific performance; however, in regular contracts with orders on manufacturing goods and providing services, the promisee must be able to choose between the necessity of executing the specific performance or termination of contract. Furthermore, in consumable contracts, the precedence should also belong to the execution of the specific performance, while in commercial contracts, the termination of contract is prioritized.
Given section 2 of Article 716 in the Uniform Commercial Code presented by American legislators, the execution of the specific performance is not accepted as a general remedy of the breach of contractual obligation and, the precedence of executing the specific performance over the payment of damages are taken into account with regards to the certain conditions and states of both claims, leaving the final authority to the judge. As a result, contemporary legislative developments are inclined toward accepting the formal theory on the precedence of executing the specific performance or the termination of contract.
In addition, the factor proving the efficiency of the formal theory is that contractual remedies of necessitating the execution of the specific performance and the termination of contract are closely connected to the majority of legal institutions such as the civil liability of a third party intervener in breach of contract, efficient breach of contract, the rules of the game concerning contract execution/breach, and the ability to accumulate contractual remedies. In this regard, the precedence of executing the specific performance would prevent the realization of these institutions. Meanwhile, accepting the formal theory would provide the context to the Iranian law in which such institutions are realized.

One of the important questions in the descriptive theory of contracts is related to the basis of contractual remedies. The question addressed is regarding the basis of each of the methods chosen by the legislator as a remedy for breach of contractual obligation and whether this basis is the same for all types of remedies. The answer to this question requires the presentation of an interpretive theory that helps us to understand and reform the existing legal system and also assists in presenting a general theory of the contract law system. In this article, in response to the proposed question, a comparative study has been conducted on the two legal systems of common law and Iranian law. In the common law legal system, though with slight distinctions in different countries, two general methods of contractual remedies are provided: The first type of remedy is the court's order to the defendant to perform the obligation as promised in the contract, and the second type of compensation is damages, which is usually in the form of expected damages. Some lawyers in the common law believe that these two methods follow a single basis, while others believe that there are multiple bases for the justification of remedies. According to the first theory, damages are considered a particular type of performance, and both specific performance and damages confirm the original obligation. This theory, in a way, establishes the principle of the domination of will in justifying both remedy methods. The second theory, which supporters of civil recourse theory defend more, holds that the court issues the duty to pay damages, and it is an entirely new obligation whose purpose is to compensate for a civil wrong. Contrary to the order to specific performance, which is a response to rights, paying damages is a response to wrongs. In Iran's legal system, there are several remedies for breach of contractual obligation: the right of lien (in bilateral contracts), specific performance, damages (for delay in performance or non-fulfillment of obligation), and termination of the contract (right of rescission). There is no coherent and unified theory regarding the foundation of these remedies, and most legal authors have discussed the ground of each one separately and independently from each other. For example, regarding the basis of the right of lien, the principle of mutual dependency of considerations, the principle of balance, the will of the parties, and the existence of mutual obligations have been mentioned. Concerning the foundation of specific performance, sometimes the domination of the will and sometimes the community interests have been invoked. Regarding damages, some have pointed to the parties' will and others to the legislator's order. For the basis of the right of termination, the conditions included in the contract, the custom and usages of resorting to mutual obligations, and finally, the necessity for total compensation for the loss have been invoked. By studying these theories, we can conclude that Iranian jurists do not believe in a single basis for these remedies, and as a result, they favor the view of plurality. In this research, I have claimed that the different ways of contractual remedies follow a common basis, and all of them are derived from the objective will of the parties. Then, the legislator's purpose is to guarantee the collaborative will of the parties. In other words, all the methods of remedies can be considered to be rooted in the objective and collaborative will of the parties, which is guaranteed and supported by the legislator. The collaborative will realized during the contract's conclusion, sometimes explicitly and sometimes implicitly, contains customs, conceptions and expectations that result from a long-standing and enduring process of evolution in an economic and social context. The parties do not enter into a contract in a vacuum and are more or less aware of the customs and laws that have been formed concerning the contract in question. They expect contractual obligations to be performed and often this expectation is fulfilled, but when this expectation is not met, they go for what they expect rationally and logically, and this expectation is a function of economic and customary logic. In this way, specific performance, right of lien, damages, or right of termination are all customary expectations that can be discovered and recognized in the minds of contractual parties as community members. According to these customs and based on them, the legislator does not get away from ensuring the parties' collaborative will and chooses remedies rooted in these custom-based wills. By defending the idea of unity in contractual remedies and relying on the objective or customary will of parties, it is possible to distinguish between the two traditional areas of private law: contract law and torts. This division draws a fine line between them and requires a thorough understanding of the contractual system. Another advantage of this theory is that it raises the possibility of presenting a defensible contract theory that can provide a coordinated and coherent interpretation of the contract system.

Expectation interest with the approach of the motivation support of parties from conclusion of the agreement is accepted as the most efficient criterion for assessing contractual damages in Common European Sales Law, Draft Common Frame of Reference and Principles of European Law. Expectation interest means to put the contractual injured party in the position if the contract had been performed. This theory, not only has its particular bases and principles, but also can be justified through the principles governing contractual remedies such as the principle selection freedom of the efficient remedies. Theoretically the principles such as the Transactional nature of the contract, contract as a property and consistency with the theory of efficient breach necessity of playing equal to the rate at the payment the full compensation principle can be cited. Although this criterion has faced some challenges in Iranian law according to article 515 of the civil procedure law, but assessing damages based on this criteria according to the effect that can have on the motivation of parties regarding conclusion of the agreement,optimal allocation of resources, reaching to the contractual objective has particular efficiency. So the current article studies on feasibility of acceptance in Iranian law with the efficiency analysis of this criteria and its relation with particular efficiency.

Specific Performance and Compensation are main remedies for breach of obligation. Different legal systems, dependent upon their philosophical, legal and ethical attitudes, gave different priority to one of them and used another as an exceptional or discretionary remedy. Economic analysis of law, with a consequential approach, shows an optimal mechanism of contractual remedies to give higher priority to one of them in accordance with the conditions of that assumption. However, economic analysis has another important function and shows legal systems with similar goals. They usually applied different ways  to achieve these goals. Thus, effectiveness and convergence can be considered as two important results of economic analysis. This research emphasizing on specific performance argues the advantages of specific performance compared with the compensation to offers suggestions for the legal systems.

Breach of contract may occur by the fault of party in breach. There is a variety of degrees in contractual fault and the highest degree of fault is intentional one. The breach of contract is considered to be intentional when the party in breach calculates the financial costs and benefits of the breach and then decides not to perform his/her contractual obligations. The notion of intentional breach and its consequences are recognized in common law and civil law and also in some European instruments such as PECL and DCFR.
The intentionality of breach is considered to be relevant in above jurisdictions and instruments. For example, in the case of intentional breach, common law courts allowed the specific performance. They sometimes refused to mitigate the amount of penalty clauses and to recognize the exemption clauses in favor of the breaching party. Also, in civil law jurisdictions the intentional breach works as an allowance for unforeseeable damages.
The hypothesis of this contribution is that in the case of intentional breach, courts must take a stricter approach than the usual breach and they should seek to improve the position of the creditor in terms of accessing to contractual remedies.

The transactions of physical market in Iranian commodity exchanges –both “Iranian mercantile exchange” and “energy exchange” which include sale of goods and derivatives as futures and options - consist of spot, credit and short sale and governed by its specific regulations. Although this mentioned transactions are instances of sale contract and according of Iranian law, the title of goods is transferred when the sale contract is concluded but the obligations which derived from them is significant. The obligations of parties and liability of broker and principal according to commodity exchanges regulations are studied andanalyzed in this article. Although In this transactions, principals are engaged indirectly but they also have rights and obligations so that they can preclude the conclusion of contract. In this transactions specific performance as main contractual remedy in Iranian law is loosed. Instead of, rescission, termination and compensation are remedies that referenced by SEO regulations and directives.

The interaction between third-party liability in breach of contract and the enforcement of specific performance represents a significant area of inquiry in the economic analysis of law. The core concern in contractual remedies, from an economic perspective, is to protect the interests of the contracting parties in a way that minimizes costs, thereby promoting efficient resource allocation and enhancing social welfare. Specific performance, as a remedy for breach of contract, ensures that the contract is executed as agreed, thereby safeguarding the promisees’ expectations. Conversely, third-party liability arises when an external party induces a breach of contract, leading to potential conflicts with the enforcement of specific performance. The legal systems in the United States and Iran offer distinct approaches to these issues, making a comparative study both relevant and insightful.
     This paper explores the interaction between third-party liability in breach of contract and the enforcement of specific performance through the lens of economic analysis. It delves into the economic rationale behind holding third parties liable for inducing breaches and the implications of prioritizing specific performance over contract termination and damages. The discussion also addresses the inherent conflict between these remedies and seeks to identify economically compatible solutions that align with the principles of justice and efficiency.

The central research question addressed in this paper is: How do third-party liability in breach of contract and the enforcement of specific performance interact, and what are the economically compatible solutions to the consequences arising from their application?
     This question arises from the recognition that both third-party liability and specific performance serve as mechanisms for efficient resource allocation within a legal framework, but they may also be in conflict. Specifically, the research aims to understand whether the prioritization of specific performance over contract termination and damages undermines the basis for third-party liability in breach of contract. Conversely, the study also examines whether prioritizing third-party liability disrupts the enforcement of specific performance, and how these legal institutions can coexist or be reconciled within an economically efficient legal system.

This paper posits the hypothesis that the prioritization of specific performance over contract termination and damages, as a general rule, may eliminate the grounds for third-party liability in breach of contract. This hypothesis challenges the prevailing economic view that third-party liability in breach of contract is essential for optimal resource allocation. The research hypothesizes that if specific performance is consistently prioritized, third parties would lack the incentive to induce a breach, as the promisor would be legally bound to perform the contract. Consequently, the need for third-party liability would diminish, potentially leading to a more straightforward and efficient legal framework that prioritizes the fulfillment of contractual obligations.
     The hypothesis further suggests that in legal systems where specific performance is favored, the efficiency gains from third-party liability may be limited or even negated. This would imply that the interaction between these remedies is not just a matter of legal doctrine but also of economic efficiency, with significant implications for the design of contractual remedies.

The research methodology employed here is primarily doctrinal and comparative, with a strong emphasis on the economic analysis of law. The study systematically examines the legal theories and doctrines surrounding third-party liability in breach of contract and specific performance in both the United States and Iranian legal systems. By comparing these two distinct legal frameworks, the research aims to uncover the underlying principles that govern the interaction between these remedies and to assess their economic implications.
     Doctrinal Analysis: This paper begins by conducting a detailed doctrinal analysis of third-party liability in breach of contract and specific performance in both U.S. and Iranian law. This involves examining statutory provisions, case law, and the opinions of legal scholars to understand how these remedies are conceptualized and applied in each jurisdiction. The doctrinal analysis is crucial for identifying the legal basis for these remedies and understanding their role within the broader legal system.
     Comparative Analysis: This paper then undertakes a comparative analysis to highlight the similarities and differences between the U.S. and Iranian approaches to third-party liability and specific performance. This comparative approach is essential for understanding how different legal traditions address the interaction between these remedies and for identifying potential areas of convergence or divergence. The comparison also sheds light on the cultural and legal factors that influence the prioritization of specific performance or third-party liability in different jurisdictions.
     Economic Analysis: Central to the methodology is the application of economic analysis of law. This involves assessing the efficiency implications of different legal rules and remedies, with a focus on resource allocation, transaction costs, and social welfare. The economic analysis is used to evaluate the extent to which third-party liability and specific performance contribute to or hinder economic efficiency. It also helps to identify potential trade-offs between these remedies and to propose economically viable solutions that align with the goals of the legal system.
     Theoretical Framework: The theoretical framework for the research is grounded in the principles of law and economics, particularly the theories of efficient breach, optimal resource allocation, and social welfare maximization. The framework also incorporates elements of contract theory, particularly the concepts of expectation damages, reliance damages, and specific performance as mechanisms for enforcing contractual obligations. This interdisciplinary approach allows for a more nuanced understanding of the interaction between third-party liability and specific performance and provides a robust foundation for the analysis.

The analysis conducted in this study reveals significant insights into the interaction between third-party liability in breach of contract and the enforcement of specific performance within the legal frameworks of the United States and Iran. The findings underscore the complexities involved in reconciling these two legal remedies, particularly from the perspective of economic efficiency and justice.
     In the context of the U.S. law, third-party liability in breach of contract is predominantly viewed as a mechanism that facilitates the optimal allocation of scarce resources. The economic rationale behind this legal construct is grounded in the principle that resources should be allocated to those who value them the most, thereby enhancing overall social welfare. The concept of efficient breach underpins this approach, suggesting that if a third party is willing to offer a higher price for the subject matter of the contract than the original promisee, the breach may be economically justified. The promisor compensates the promisee for any damages incurred, while also securing a higher profit, which theoretically leads to a Pareto improvement—where at least one party is better off without making anyone else worse off.
     The discussion further reveals that in U.S. law, when a conflict arises between the enforcement of specific performance and third-party liability in breach of contract, the legal system generally favors the latter. This preference is justified on the grounds that third-party liability contributes to efficient resource allocation and encourages market dynamism. However, this is not an absolute rule. The priority shifts towards specific performance in situations where the promisee cannot easily obtain substitute goods or services in the market. Moreover, the law aims to prevent third-party opportunism—where a third party induces a breach solely to capitalize on the situation without contributing to overall economic efficiency. This nuanced approach reflects a balancing act between protecting contractual expectations and promoting economic efficiency.
     In contrast, Iranian law presents a different set of challenges and considerations. The study highlights the need for a more structured and nuanced approach to the prioritization of specific performance and third-party liability. The current legal framework in Iran does not clearly establish a hierarchy between these remedies, which can lead to inconsistencies and inefficiencies in contractual enforcement. The results suggest that a revision of the contractual remedy system is necessary to address these issues.
     The research advocates for a differentiated approach in Iranian law, where the prioritization of specific performance or third-party liability is determined by the nature of the contract and the subject matter involved. For instance, in consumer contracts, where the protection of the consumer is paramount, specific performance should take precedence to safeguard the interests of the weaker party. On the other hand, in commercial or ordinary contracts, third-party liability should generally be prioritized, reflecting the principles of economic efficiency and market operation, unless specific circumstances—such as the non-availability of substitute goods or the critical role of the promisor’s expertise—warrant the enforcement of specific performance to prevent opportunistic behavior.
     The discussion also emphasizes the importance of tailoring legal remedies to the specific context of the contract, considering factors such as the market availability of the subject matter, the nature of the goods or services, and the relative bargaining power of the parties involved. This tailored approach not only enhances the efficiency of contractual remedies but also aligns with the broader objectives of justice and fairness in the legal system.

The conclusion drawn from this comparative study underscores the importance of aligning legal remedies with the principles of economic efficiency and justice. In U.S. law, the preference for third-party liability in breach of contract reflects an economic approach that prioritizes resource allocation to those who value them the most. This approach, grounded in the theory of efficient breach, suggests that when a third party values the contract's subject matter more than the original promisee, inducing a breach can lead to a Pareto-efficient outcome. However, this principle is moderated by the need to protect promisees in situations where substitutes are not readily available or where the third party's actions constitute opportunism.
     In contrast, the Iranian legal framework requires a more systematic revision to clearly delineate the conditions under which specific performance or third-party liability should be prioritized. The study proposes that the Iranian legislator adopt a differentiated approach, taking into account the nature of the contract and its subject matter. Specifically, consumer contracts should prioritize specific performance to protect the weaker party, while commercial contracts should generally favor third-party liability, except in cases where specific performance is necessary to prevent opportunistic breaches.
     This research highlights the potential for legal systems to enhance both economic efficiency and justice by adopting flexible, context-sensitive approaches to contractual remedies. The findings suggest that a one-size-fits-all approach may not be suitable for addressing the complexities of modern contractual relationships. Instead, a nuanced, case-by-case analysis that considers the economic implications and the specific circumstances of each contract can lead to more equitable and efficient outcomes.
     Ultimately, this study contributes to the ongoing discourse on the economic analysis of law by demonstrating how legal principles can be harmonized with economic theory to achieve optimal resource allocation and social welfare. It also provides a valuable comparative perspective that can inform future legal reforms in both U.S. and Iranian law, particularly in the area of contractual remedies. By integrating economic considerations into the legal analysis, this research offers a pathway towards more effective and just legal frameworks that can better serve the needs of contracting parties in a complex and dynamic market environment.

One of the most popular and routine remedy relating to the contractual infringements is specific performance. Application of this remedy, however, as primary or secondary, is different in many legal systems. For example, however, the application of this remedy in the common law system is secondary and exceptional, in Islamic and Iran legal system is primary and main. Inasmuch as the difference of these two enormous systems, as each procedure has a different effect on including the claimant interests, makes a challenge for this paper investigate the philosophy of the difference. To answering of this question, the paper could understand that the most important philosophy of the common law in its procedure is the paradox of specific performance with loss mitigation principle, however, the most important philosophy of Islamic and Iranian procedure is the principle of prohibition of the claimant to leave the contract pledges just cause of other party faults in acting according to the contract provisions. In last, this paper, through its way to expedite the difference between these two systems, concluded that as contracts often include two different interest of performance and subsequent losses ,and since the common law procedure just recovers the second one, the Islamic and Iranian model is much better and developed than the common law counterpart.

There are different methods of compensating the promisee for the breach of obligation under the Shiite Jurisprudence, the Iranian Law, and some important international commercial mechanisms. These should be distinguished from preventive measures for avoiding obligation breach. The remedies stated in the Iranian Legal System and also the mechanisms mentioned above could regularly be categorized as “common remedies” and “special remedies.’ By common remedies one means those that have been set forth in the international mechanisms and the Iranian Law, such as requiring specific performance of an obligation. On the other hand, special remedies are those that have been laid down explicitly by international mechanisms and have not yet been incorporated into the Iranian Legal System, for instance the reduction in the price of goods. In addition, in some cases, several remedies arise as a result of the breach of contractual obligation which, regardless of their legal or contractual origin, some consistent ones could be implemented simultaneously. A majority of important international mechanisms such as the Convention on International Sale of Goods, the Principles of European Contract Law and still some others, have explicitly recognized the general rule of the cumulativeness of remedies for promisees. These are different from their Iranian counterparts. However, the approaches taken by the above mechanisms are not turned down by the Iranian Civil Code, as their content could be inferred from the wholeness and integrity of the mentioned law. The convincing reason here would lead us to agree with the cumulative remedies as the following in the Iranian legal system: the right to claim payment for delay in contract performance with the right to rescind the contract or the right to specific performance and also the cumulation of the right to claim non-performance compensation with the right to rescind the contract.