Journal of Research and Development in Comparative Law

Journal of Research and Development in Comparative Law

Conformity in Delivery in License Agreements from the Perspective of Domestic Law and International Instruments

Document Type : scientific research paper

Authors
Behrad Saghiri 1
Mohsen Alijani 2
1 Chair of the Law Department, Nabi Akram University (UCNA); Ph.D in International Trade and Investment Law, Faculty of Law, Shahid Beheshti University.
2 Assistant Professor, Department of Private Law, Faculty of Law and Political Science, Shahid chamran University, ahvaz, Iran
10.22034/law.2025.2037835.1436
Abstract
Conformity in delivery is one of the complex and important issues in contracts involving the exchange of goods or intellectual property rights, especially in licensing agreements.
This concept is not precisely defined in domestic laws and international instruments, and the existing frameworks for commodity-based transactions do not meet the specific needs of this field. Using an analytical-comparative approach, this study examines the conformity in delivery in license agreements, including patents, know-how, and franchise. First, the express intention of the parties and the contractual terms are taken as the basis, and in their absence, the purpose of the contract and the necessary conditions for realization of the transfer are examined. Moreover, the role of contractual warranties and guarantees in ensuring delivery in compliance with the terms of the contract is analyzed. The findings of the present research show that existing general regulations, such as general international instruments, cover some aspects of conformity in delivery but ignore the specific details and requirements of license agreements. The drafting of specific regulations in domestic and international instruments can ensure that delivery complies with contractual objectives and reduce disputes in this area. Whenever the parties have not decided on the obligations of the transferor and the details of delivery, they should refer to the parties’ commercial practices and the prevailing trade customs governing license agreements and supplementary laws. In laws and regulations designed for goods-based contracts, such as sales and leases, one cannot identify a precise characteristic for delivery that conforms to a license; however, criteria such as alignment with the purpose of the contract can be applied. In contrast, general international instruments, such as the Principles of European Contract Law and the Principles of International Commercial Contracts, provide effective rules in this area for various types of contracts, whether goods-based or intellectual property-based. The study concludes by emphasizing that conformity in delivery in license agreements requires a special approach that takes into account the nature of these agreements and their economic and legal objectives.  Drafting specific regulations in domestic and international instruments can ensure conformity in delivery with contract goals and reduce disputes in this field.
Keywords
License, conformity in delivery, intellectual property-based contracts, international trade

Subjects

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