Comparative Analysis of the Foundations and Methods of Contract Interpretation in Iranian and French Law with Emphasis on Imami Jurisprudence

Abstract

Contract interpretation, as a process aimed at discovering the true intention of the parties or determining the content of the contract in cases of ambiguity, constitutes one of the most challenging issues in contract law. The Iranian legal system, influenced simultaneously by Imami jurisprudence and French law, has developed a distinctive approach in this field. This article, employing a descriptive-analytical method and a comparative study, examines the foundations and methods of contract interpretation within these three legal systems. The findings indicate that French law, evolving from a traditional approach based on textual formalism toward a modern approach (particularly following the 2016 reforms), emphasizes the standard of the “reasonable person” and the search for the common intention of the parties, although judges retain considerable discretion in this process. In contrast, Imami jurisprudence, grounded in the principle that “contracts follow intentions,” primarily directs interpretation toward uncovering the internal intention; however, in practice, due to the difficulty of proving such intention, it pays close attention to the apparent meaning of expressions and customary understandings. Iranian law, in turn, adopts a synthesis of these two approaches; although Article 224 of the Civil Code identifies “custom and usage” as the criterion for interpretation, it establishes—under the influence of jurisprudential principles—a form of balance between internal intention and the apparent meaning of contractual language. It can therefore be concluded that there exists a meaningful convergence between Imami jurisprudence and modern French law in adopting the criterion of “reasonable understanding.” Nevertheless, Iranian law, in order to achieve a coherent and efficient interpretative system, requires a redefinition of the role of internal intention and the apparent meaning of expressions, as well as a clearer articulation of the judge’s role in this process.