A Comparative Analysis of the Foundations for the Formation and Transfer of Goodwill Rights in Iranian and French Law

Abstract

The lease contract is among the most widely used legal agreements, particularly in commercial premises where it significantly impacts the economic structure of society. Legal rights such as goodwill (sarqufli) and the right to commercial reputation (haqq-e kasb o kar) are among the rights that a tenant may acquire in relation to a commercial property. Identifying the conditions for the formation and establishment of these rights not only clarifies the rights and obligations of landlords and tenants but also contributes to the resolution of related disputes. Various analyses have been proposed concerning the causes for the emergence of goodwill and the right to commercial reputation, which depend on the commercial position of the property and the parties’ mutual understanding. This article adopts a descriptive-analytical approach to examine differing theories regarding sarqufli and the right to commercial reputation in Iranian law, while also analyzing the underlying rationales for the existence of these rights in French law. The findings reveal that the grounds for the creation of sarqufli and the right to commercial reputation differ between Iranian and French legal systems. In Iranian law, the parties’ intent and prevailing legislation respectively give rise to sarqufli and the right to commercial reputation, whereas in French law, contractual agreements and statutory provisions can both give rise to analogous legal structures.