Points to review in a contract before signing
A review of the draft before it is signed is educational work, read together with the main page and with the Civil Code rules.
The parties, authority, and the subject-matter
The first questions are: who are the parties, and does the person who signs hold an authorisation or a power of attorney that confers that authority, if the person is signing for a company or for another? If the authorisation is missing, or its scope is unclear, reliance on the draft is deferred until the instrument is completed. If one of the parties is an Iraqi company, the path of corporate powers is reviewed on the companies practice page where that is needed.
The subject-matter is then asked about: is it identified, or capable of being identified, and is the obligation forbidden or contrary to public order or morals, under articles 74 and 75? Once formed, the contract is binding and may not be withdrawn from or amended except under a legal text or by consent, under article 146, first paragraph; if a unilateral amendment clause appears, it is read against that starting point.
Time, rescission, compensation, and form
Time limits and dates for performance are reviewed, and what has been attached to a default: a formal notice, or judicial rescission under article 177, or a clause treating the contract as rescinded of itself under article 178, which does not dispense from notice unless that is expressly agreed. Agreed compensation is read under article 170: it is not due without harm, and it may be reduced if the estimate is excessive or performance is partial. If the sale is for a deferred price, the rules on retention of title and installments in articles 534 and 574 are reviewed.
If the signature is electronic, the conditions in Law No. 78 of 2012 and the exclusions in article 3 are reviewed, including dispositions of immovable property — other than a lease — and what must be notarised by a notary. If the contract is drawn up in more than one language, the bilingual review page is consulted. If the contract is described as a consultancy, and the work is in truth under direction and supervision in return for a wage, the page on consultancy and employment is reviewed.
The office follows the review from Baghdad, al-Yarmouk.
Legal basis and sources
Frequently asked questions
Does this list stand in for reading the contract in full?
No. The page recalls matters to be reviewed in the light of the texts. The instrument itself is read in the light of the texts.
Does an automatic rescission clause always dispense from a formal notice?
No. Article 178 does not dispense from a formal notice unless the parties have expressly agreed that none is required.
Related topics and articles
- 01What does the Civil Code govern in a contract?How a contract is formed and becomes binding under Civil Code No. 40 of 1951: offer, acceptance and subject-matter.
- 02Drafting a contract when dealing in BasraDrafting a contract when dealing in Basra under the federal Civil Code, followed from Baghdad.
- 03A consultancy contract, and how it differs from a contract of employmentConsultancy and employment contracts under Labour Law No. 37 of 2015, including article 37 on the written contract.
- 04Drafting a commercial franchise contractA franchise contract is read from the Civil Code, a trademark licence and the 2020 agency instructions, with no published standalone statute or templates.
- 05The governing law and the language of a contract with a foreign partyGoverning law and contract language with a foreign party, read with Iraqi mandatory rules, without naming a court the statute does not name.