Comparative Study of Partial Termination of Contract in Iranian and French Law

Abstract

“Partial termination of contract” refers to the dissolution and reversal of the effects of a contract only with respect to the disrupted part of its subject matter, and it is contrasted with “total termination.” This study, with a descriptive–analytical and comparative approach, examines the scope and possibility of recognizing partial termination in Iranian law and French law. The foundation of this analysis is based on domestic legal sources, including Articles 422, 427, 431, and 441 of the Iranian Civil Code, as well as international instruments, particularly the 1980 Vienna Convention on Contracts for the International Sale of Goods (CISG), which are relied upon for a precise explanation of the concept and scope of partial termination. According to the Iranian Civil Code, the principle is that contracts are indivisible and termination occurs in an integrated manner, while the recognition of partial effects is mainly justified under exceptional doctrines such as khiar tab‘oḍ ṣafqah (option of partial loss), arsh (compensatory abatement), or party agreement. In contrast, French law—particularly after the 2016 reforms—provides, in cases of partial breach, the possibility of termination with respect to the impaired part, as well as the use of alternative remedies such as price reduction. The findings indicate that although the traditional framework of Iranian law provides limited flexibility for recognizing partial termination, it is possible, through interpretation aligned with the “principle of contract preservation” and “party autonomy,” and also by means of legislative reform, to strengthen the explicit recognition of partial termination or equivalent remedies (such as price reduction) and to clearly delineate its boundaries from similar doctrines such as arsh and khiar tab‘oḍ ṣafqah.