Exemption Clauses in Adhesion and Consumer Contracts in Iran: The Boundaries of Public Order and Equity Inspired by the Achievements of European Law

Abstract

In contemporary legal systems, the expansion of adhesion and consumer contracts has posed serious challenges to the traditional principle of freedom of contract. Exemption clauses in such contracts, which are often drafted by the stronger party, may become instruments for depriving the weaker party of fundamental rights and creating a substantial contractual imbalance. The purpose of this study is to analyze the legal status of exemption clauses in adhesion and consumer contracts in Iran and to explain the boundaries of public order and equity in dealing with such clauses, inspired by the achievements of European law. This research was conducted using a descriptive-analytical method with a comparative approach in order to identify the shortcomings of Iranian law and examine modern legal mechanisms employed in advanced legal systems. The findings indicate that the traditional instruments of Iranian law, such as the general interpretation of public order, are insufficient for the effective control of these clauses. By contrast, European law, by adopting significant imbalance and the principle of good faith as criteria, has provided more precise and objective frameworks for invalidating or modifying unfair terms. It is concluded that the Iranian legal system requires legislative reforms, such as the formulation of lists of prohibited or grey terms, as well as the development of judicial practice based on the concepts of economic public order and equity, in order to ensure contractual balance in consumer contracts and prevent the abuse of superior contractual bargaining power.