The Effects of Representation in Contracting:A Comparative Study Between Iraqi Law, Iranian Law, and Imami Jurisprudence.

Abstract

This study examines representation in contracting as a legal mechanism whereby a contract is concluded by a representative while its legal effects are attributed directly to the principal. This mechanism raises intricate questions concerning the limits of the representative’s authority, the requirement to disclose representative capacity, the legal fate of a contract concluded beyond the scope of authority, and the extent of protection afforded to third parties. These questions are particularly significant in the Iraqi and Iranian legal systems, which differ in their legislative treatment of representation, while both remain connected, to varying degrees, with the doctrinal foundations of Imami jurisprudence. The study seeks to clarify the concept of representation and distinguish it from Agency by differentiating between the stage at which authority is created and the stage at which it is exercised. It further identifies the legal nature and foundations of representation under Iraqi and Iranian law in light of Imami jurisprudential principles, and analyses its practical consequences through the three legal relationships linking the principal, the representative, and the third party. Particular attention is also given to self-contracting as a prominent instance of conflict of interest. The study adopts a descriptive, analytical, and comparative methodology. It surveys and analyses the relevant Iraqi and Iranian legal provisions, relates them to Imami juristic conceptions of Agency, guardianship, and unauthorized contracts, and compares the resulting legal solutions and practical consequences in order to identify common rules and points of divergence. The study concludes, most notably, that Iranian law comes closer to establishing general rules governing representation through its provisions on contractual effects and Agency, whereas Iraqi regulation remains more fragmented across the Civil Code and special legislation. It also finds that conduct exceeding the scope of representative authority is treated, under Iranian law and Imami jurisprudence, as a transaction pending the principal’s ratification, while the representative may incur liability toward the third party in cases of deception, misrepresentation, or the creation of a misleading appearance of authority..