The Effects of Revocation of Offer in Iranian, English, and American Law in Light of Judicial Practice

Abstract

The offer, as the first pillar of contract formation, has always been the subject of debate regarding the possibility and scope of its revocation. The main issue of this study is the examination of the effects of revocation of offer in three legal systems—Iran, England, and the United States of America—with an emphasis on judicial practice. In Iranian law, based on jurisprudential foundations, the principle is the permissibility of revocation of the offer before acceptance, except in cases where the offer is accompanied by a condition of irrevocability or an implied undertaking. In contrast, the English legal system, due to its adherence to the doctrine of "offer and acceptance" and its strict interpretation of the principle of enforceability, requires the support of "consideration" for the creation of an obligation arising from an offer, and revocation is accepted in the absence thereof. In American law as well, influenced by English law and through the development of the doctrine of the "option contract," as well as the provisions of the Restatement (Second) of Contracts and the Uniform Commercial Code (UCC), certain limitations on revocation have been recognized. An examination of judicial practice in all three systems demonstrates that courts, in cases of conflict between the offeror's freedom of will and the legitimate reliance of the offeree, have adopted a balanced approach. The conclusion is that a comparative analysis reveals that Iranian law, relying on jurisprudential foundations, emphasizes more strongly the principle of revocability, whereas common law, through doctrinal and judicial mechanisms, tends toward protecting the offeree. This highlights the essential role of judicial practice in shaping the boundaries of revocation of offer in comparative law.