Document Type : Original Article
Authors
1
Department of Private Law, Faculty of Law and Political Science, Shiraz University, Shiraz, Iran
2
Department of Private Law, Faculty of Law and Political Science, Shiraz University, Shiraz, Iran.
10.22091/ijicl.2026.13592.1173
Abstract
The expansion of the BRICS economic bloc and the recent accession of Iran necessitate legal harmonization to facilitate cross-border trade. A critical gap exists in comparative literature regarding the alignment of Iran's contract formation rules with those of the original BRICS members. This study seeks to answer the central question: to what extent are the principles of contract formation in Iranian law compatible with those of Brazil, Russia, India, and China, and what reforms are necessary for Iran to foster greater legal convergence within this alliance? Employing a doctrinal and analytical-descriptive methodology, this research relies on a comparative examination of primary legal sources, including the civil codes and contract acts of the five target jurisdictions, alongside authoritative secondary sources and international instruments like the CISG and UNIDROIT Principles. The study is structured into three main comparative parts following a conceptual introduction. It first compares the essential conditions for contract validity. It then proceeds to a detailed, two-stage analysis, scrutinizing the doctrines of 'offer' and 'acceptance' in each legal system, specifically focusing on their formation, revocability, and the moment of legal effectiveness. The findings reveal that despite broad similarities in the foundational concepts of offer and acceptance, significant divergences render the Iranian legal framework notably more rigid. Specifically, Iranian law’s ambiguity in defining a binding offer, its strict "mirror image" rule with no tolerance for immaterial alterations in an acceptance, its refusal to permit the withdrawal of an acceptance, and its adherence to the "receipt rule" for the effectiveness of acceptance all create friction in international transactions. The study concludes that these specific areas constitute the primary obstacles to legal harmonization and proposes targeted legislative reforms. It ultimately argues that Iran must adopt a more flexible approach, drawing on the tested mechanisms in its BRICS counterparts, to maximize the potential benefits of this economic alliance
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