Analysis of the Reasonableness Requirement in the Contract of Agency from the Perspective of Shiʿi Jurisprudence

Abstract

This study seeks to explain and analyze the reasonableness requirement in the contract of agency from the perspectives of Shiʿi jurisprudence and Iranian law. Although this concept has not been explicitly and independently formulated in the Iranian legal system or in jurisprudential literature, it is implicitly and substantially reflected in such principles and rules as the obligation to safeguard the principal’s best interests, the practice of rational persons (bināʾ al-ʿuqalāʾ), the rule of no harm (lā ḍarar), the prohibition of excessive uncertainty (gharar), and reasonable custom. The significance of this issue stems from the increasing prevalence of general and irrevocable powers of attorney and the growing complexity of legal relations, which have created greater opportunities for unconventional and, at times, detrimental conduct. Consequently, the need to identify criteria capable of controlling and delimiting the scope of an agent’s authority has become increasingly important. The principal research question is: How can the reasonableness requirement in the contract of agency be explained from the perspectives of Shiʿi jurisprudence and Iranian law, and what effect does it have on the validity and legal effectiveness of such a contract? Accordingly, adopting a descriptive-analytical approach and relying on library-based research, this study examines jurisprudential sources, provisions of the Iranian Civil Code, legal doctrine, and judicial practice in order to clarify the theoretical and practical dimensions of this concept. The findings indicate that, in both jurisprudential and legal systems, the reasonableness requirement functions as an implicit yet fundamental criterion governing agency relationships, with its principal functions being observable in three areas: interpreting the scope of authorization, assessing the principal’s best interests, and determining the agent’s liability. The findings further demonstrate that, in Imami jurisprudence, reasonableness is primarily interpreted within the framework of the practice of rational persons and relevant Sharīʿa principles, whereas in Iranian law, in addition to these foundations, professional custom and the reasonable-person standard play a more prominent role in determining its specific applications. Although the reasonableness requirement has not been expressly recognized as an independent principle in statutory provisions, it operates as an implicit regulatory principle within the structure of the contract of agency and plays an important role in maintaining a balance among freedom of will, contractual trust, and protection of the principal’s best interests. Ultimately, strengthening the status of this concept through more precise theoretical elaboration and assessing the feasibility of its explicit legislative recognition could enhance legal certainty and reduce disputes arising from broadly conferred powers of attorney.