Examination of the Obligation to Sell and Its Enforcement in Iranian Law with a Comparative View of French Law

Abstract

The obligation to sell is one of the contentious topics in contract law, with its status and implications being a subject of debate among legal scholars. Accordingly, this article examines the obligation to sell and its enforcement mechanisms under Iranian law, with a comparative perspective on French law, aiming to provide a clear view of the obligation to sell from a comparative standpoint. This descriptive-analytical study addresses the posed question using a library-based research method. The findings indicate that under Iranian law, the obligation to sell cannot be equated with a sale. Instead, it is one of the instances of an undefined contract and can be explained within the framework of a contractual obligation to transfer. Its enforcement mechanisms include the obligation to perform the commitment and to pay damages. This is because the obligation to sell constitutes a contract between the parties, and this obligation, in accordance with Articles 10 and 219 of the Civil Code and the principle of binding agreements, is enforceable for both parties. The obligee can, through the preliminary obligation, compel the obligor to fulfill the principal obligation. In cases where a conflicting contract renders the performance of the obligation to sell impossible, the second contract is considered valid, and the obligor is required to pay damages to the obligee. Similarly, in French law, the obligation to sell is recognized and considered a contractual obligation to transfer, with legal implications. In this jurisdiction, the obligation to perform the commitment and to pay damages are also the primary enforcement mechanisms for the obligation to sell.