Du to “collateral contract” doctrine which has been accepted in English law, to breach pre-contractual statements, contractual liability should be regarded. It has been invoked in many cases by courts for its advantages and uses. Implied contract accompanies the main contract but at the same time independent of the main contract and its terms are a part of the negotiations that are done in order to conclude a contract. Implied contract guarantees the quality of goods and services mentioned in the main contract. The benefactor of the pre-contractual statements can be either of parties or a obligee of implied contract. Through having such a contract if he has a loss, the damage will be compensated independently. Implied contract is not known in our law but there are some similar found institutes by which it can be compared. Finally, it was concluded Iranian law has the capability to accept implied contract without any obstacles.

Social capital is a relatively new concept in the social sciences and is one of the most important challenges of new era in a way that based on experts’ comments, the solution for all the problems of today’s modern world is social capital. To this end, one of the problems that managers of organizations particularly; service and manufacturing organizations have faced with today is lack of trust in accurate implementation of contract specifically implied contracts. If managers tend to control the whole organization for the accurate implementation of these contracts, it would lead to extravagant costs. One proper and certain way to solve this problem is to apply elements and components of social capital in organizations. By deploying scientists’ thoughts regarding social capital, the present research attempts to analyze the evidence of social capital reduction in banking industry and test its impact along with other forms of capital on GDP of the country. Findings of this study indicate that there is a significant and reverse relation between social capital reduction in banking industry and GDP.

A mere idea is neither protected by the industrial property nor by the literary and artistic property system. An idea is just protected under some conditions after being disclosed or stated as an invention or industrial design according to industrial property rights, or as an artistic or literary work if it is genuine and in conformity with literary and artistic rights. Regardless of intellectual property rights, idea is protected according to regulations like unfaircompetition law, but it is not sufficient. So to enhance the related protection especially where the role of idea in creating intellectual creation and inspiring creative power of the creator is highly influential, considering some precautions are necessary. Knowing the necessity of requirements including novelty, coherence and confidentiality for protecting and idea, the US courts supported idea owners by presenting theories (doctrines) of ownership, unjust enrichment, explicit contract, implied contract and confidential relations.

In jurisprudential terminology, a condition is an auxiliary obligation created by the parties to a contract. From the perspective of jurists, a condition is binding when explicitly stated within the contract, and this is referred to as an implied condition within the contract. In such an implied condition, a specific characteristic of an action (or omission) or its result is expected from the other party. Since implied conditions within a contract, like the contract itself, are approved by the Sacred Lawgiver, for such a condition to be valid and to entail specific effects and rulings, certain criteria and principles must be considered regarding its validity or invalidity. Implied conditions within a contract, in terms of compliance with or deviation from general principles of condition validity, are divided into two categories: valid and invalid conditions. Occasionally, a condition that does not meet the general requirements of condition validity may also invalidate the contract itself. This paper examines the nature of a contract and, consequently, the conditions that contradict the nature of the contract—conditions that, according to most jurists, invalidate the contract—from the perspectives of jurisprudence and law. A condition refers to a future event that the parties make the occurrence of a legal effect contingent upon. Article 233, paragraph 1, of the Civil Code regards the compatibility of the condition with the nature of the contract as one of the specific requirements for the condition's validity. Distinguishing between a condition that contradicts the essence of the contract and a condition that contradicts religious principles is a significant issue, for which no clear standard has been presented. Some Imami jurists have considered the reason for the invalidity of a condition contrary to the essence of the contract to be the implied indication of the commandment "fulfill the contracts". Some researchers in jurisprudence and law have criticized this reasoning, arguing that it leads to the categorization of such conditions within the realm of illegitimate conditions, which increases the frequency of errors in identifying specific instances. A condition is defined as something whose absence necessitates non-existence, but its existence does not necessarily imply existence. The nature of a contract, the essence of the contract, and the scope of the contract are divided into distinct categories, with contradiction meaning opposition and inconsistency between the two parties. A contradictory condition is one that is so different from the nature of the contract that it cannot be reconciled, and each of them rejects and nullifies the other. Such a condition is deemed invalid and disrupts the contract. The term "nature" refers to the implication and demand, and the intention of the contracting parties is to achieve the meaning of the contract. The essence of the contract, the nature of the contract, and the scope of the contract are divided into distinct categories. The essence of the contract is an effect that arises directly from the nature of the contract itself, and the contract itself is the firm binding of something to another, which is inseparable. The term "contract" refers to the formation of a contract between two parties who have a legal relationship and are connected by it. In this research, which has been conducted using a descriptive-analytical method, I have examined the conditions contrary to the nature of the contract in Imami jurisprudence and Iranian statutory laws. The findings of the research indicate that in Imami jurisprudence and Iranian statutory law, a condition is considered contrary to the nature of the contract when it contradicts religious principles and the consensus, where the content of the condition conflicts with the content and substance of the contract. Since the laws of our country are derived from Imami jurisprudence, they do not correspond to the laws of foreign countries concerning conditions.

Good faith in a total categorization of the term, has classified to protective and obligatory. The obligatory aspect of good faith relates to contract law that implies correct behaviour, honesty and respect to others trust and interest. In this conception of the term, good faith implies action or disaction from the parties as a behavioural rule. The morality of the good faith denotes to the fact that this term has the capability to implement different roles in different stages of contract. This roles conventionally has the titles such as restricting and completing the rights and obligations of the parties, balancing the contract, interpretative the contract and also playing role as a foundation to other rules and principles.

“Condition” means being obliged and bound. In its technical sense, it is an obligation within another contract. The contents of the condition are mentioned explicitly or otherwise in the text of the contract. The former is called an express condition and the latter an implied one. Different types of implied conditions are as follows: essential term, customary term, legal term, mentally established term. There have been investigations and discussions on various kinds of implied term. However, the mentally established condition has not been investigated yet. In contemporary times however, some jurisprudents have taken this type of terms into account in order to explain certain legal issues. However, there has not been any study or investigation on the nature and concept of this condition, nor on the foundation of its validity, nor on its exact classification, extensions and effects in jurisprudence and law. The outcomes of this research indicate that mentally established condition is one established in the minds of the parties to the contract. It is a concomitant of the contract although the parties to it have not had any actual attention at the time of conclusion. Mentally established condition is among the implied conditions finding its validity from the generality of the proofs of validity of conditions. Some of the consequences of mentally established conditions can be seen in legal issues such as right of lien, option for delay, option for lesion, option for defect, destruction of the object of sale before delivery, the maintenance of wife in the period between marriage contract and wedding, the necessity of liquidation of the object of sale and the like in the Shiite jurisprudence and the law of Iran.

One of the challenging issues for the young couples, sometimes leading to deep and harsh differences and argument (between the two parties) is the problem of having a child or not. The major question in law is whether a consequence of marriage, whether each marriage by itself hassush a consequence or whether marriage has no such a consequence per se unless the condition of having a child is mentioned in the marriage contract and the relevant documents. There exist two ideas and theories. First, having a child is the consequence of marriage by itself, and if the couple do not want to have a child, it must be mentioned in the contract wheather expressed or implied. Second, marriage by itself dose not have the consequence of having a child unless it is stated in the contract whether expressed or implied. the present article with an approach towards fegh and law tends to prove this theory that although marriage bt itself has no consequence of having a child, each marriage based on the term implid in act and has the consequence. In other words, it is not necessary to express in the contract, but normally having a child is the term implied in act unless not having a child is mentiond in the contract whether expressed or implied.

Indemnity clause due to its importance and being applicable in industrial contracts, in specially oil and gas contracts have a significant role. According to researches, this clause was firstly incorporated in English marine merchant transportation contracts, which has been gradually recognized in England legal system and courts and other countries; legal systems. Because there is no adequate researche about the comparison of indemnity clause features in Common Law and Civil Law, specially Iran law (or Islamic law), it was necessary to study about.
Contractual terms do not always doesn’t explicitly imply an obligation to-the contract party, so there are some terms implying the discharge of-liability from one party and increasing the other party’s liabilities, the clause which is named indemnity clause, has created some disputes about this scope in judicial decisions. Because of this, negotiations on indemnity clause is so time consuming and controversial.

In a MLM company, distributors whole buy the products and retail to end users out of a fixed commercial location. In addition to margin, they get retail commission for every sale. Also every distributor is able to recruit, train and sponsor new distributors – directly and indirectly- and get a percentage as an overall commission. In this way, there are two contracts between company and distributor in a MLM company. One is sales contract with a fiscal exchanged act condition in implied which contains the products purchase contract by distributor and getting retail commission by selling it to end users. The other is proxy contract whereby distributor (as the company’s proxy) act to recruit, organize, sponsor and train continuously new distributors. In practice it isn’t convened any contract between distributors, but with respecting the way they interact, the governing contract between them which recognized by law, is quasi lease contract.

All juridical acts including unilateral and bilateral contracts require the will and intention of individuals in their existence. In other words, first one should have a knowledge and awareness of a matter of fact and then his will or intention towards a juridical act would be formed. However, the Article 356 of the Civil Code is seemingly in conflict with these general rules. This Article explicitly reads that if something is considered an accessory to the object of sale, its ownership will be transferred to the purchaser even if the parties to the contract be ignorant to them and there has not been any intention concerning it. The present article deals with the following issues: Is the ruling of this Article contrary to the principal rule? Is it counted as an implied legal term? Is implied legal term essentially valid? Is this article consistent with the will and intention of the parties to the contract? Is this article far from the above foundations following another rule?