چکیده:
In all contracts, especially sales, the guarantees resulting from a breach are one of the most challenging issues in the preliminary negotiations, drafting and signing of the contract, and therefore constitute one of the very important topics of contract law in most legal systems. Among these, termination, which leads to the complete cessation of contract execution and its dissolution, and is also considered a relatively severe guarantee, has a distinguished position. Since, in the field of international trade, termination, especially after delivery of goods and payment of the price, has many unfavorable consequences for the breaching party in terms of bearing insurance costs, transportation, warehousing, etc., and on the other hand, the promotion and development of trade requires that the contract be executed as much as possible, it is natural that the use of this guarantee is limited to specific and special reasons and conditions. The Convention, in this regard, generally allows for the termination of the contract only if the obligor fundamentally breaches the contract. A breach is fundamental when it damages one of the important pillars of the contract and eliminates the major benefit expected by the obligee from the contract. This legal institution has been accepted in the English and French legal systems with slight differences, but in Iranian law, the termination of the contract is subject to a series of specific and independent rules and criteria and varies depending on the type of contract (specifically identified and generic) and does not pay attention to the type of breached obligation, the severity of the breach and its effects.
خلاصه ماشینی:
Given that in the field of international trade, termination, especially after delivery of goods and payment of the price, has numerous adverse effects for the breaching party in terms of bearing costs of insurance, transportation, warehousing, and the like, and on the other hand, the promotion and development of trade require that the contract be executed as much as possible, it is natural that the use of this remedy is limited to specific and special grounds and conditions.
(5) According to the definition of Article 25, a breach is fundamental when it disrupts one of the main elements and pillars of the contract due to non-performance: the use of two almost equivalent terms, essential 1 and substantial 2, indicates that a breach is considered fundamental when it causes serious damage to the basis of the contract and the economic goal of the parties, whether it relates to the delivery of goods or the payment of the price(6); In other words, a number of factors that had a decisive and determining influence in creating the will and intention of the parties at the time of concluding the sales contract are lost.
Second Discussion - Constituent Elements A - Infliction of Significant Damage to the Major Benefits Expected by the Other Party from the Contract As mentioned, the definition of a fundamental breach of contract to disrupt the initial and fundamental purpose, or so-called root placement, is largely illuminating and is arguably the best definition, but In practice and to prove the realization of this concept, we need more objective and tangible rules and criteria that Article 25 of the Convention seeks to provide.
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