نوع مقاله : مقاله پژوهشی
عنوان مقاله English
نویسندگان English
The doctrine of the undisclosed principal is a significant concept in common law agency, allowing a third party to bring a contractual claim against a principal whose identity was not disclosed at the time of contracting. Although this doctrine is not expressly recognized under Iranian law, several institutions of Imami and Iranian private law, including agency, purchase on credit, unauthorized transactions, and ratification, provide a basis for examining its possible acceptance. Using a descriptive-analytical approach and drawing on Imami jurisprudence, Iranian law, and comparative legal studies, this article examines the possibility of recognizing the contractual liability of an undisclosed principal. The findings indicate that the prevailing view in Imami attributes the legal effects of a contract to the apparent contracting party rather than the undisclosed principal. Nevertheless, certain juristic opinions, particularly regarding agency and purchase on credit, recognize a distinction between the apparent party and the actual beneficiary of the contract. The article concludes that, although the common law doctrine of the undisclosed principal cannot be fully incorporated into Iranian law, a limited and qualified recognition of the doctrine can be justified based on established juristic principles, the protection of good-faith third parties, and the need to preserve commercial certainty.
کلیدواژهها English