A Study of the Retention-of-Title Clause in Imami Jurisprudence and Iranian Law and Its Role in Securing the Seller’s Rights in Contracts of Sale

Abstract

The retention-of-title clause, as one of the effective instruments for securing the seller’s rights in contracts of sale, suspends the transfer of ownership of the sold property until the full payment of the price. This clause plays an important role in deferred-payment and installment sales by protecting the seller’s financial rights, managing risks associated with the buyer’s default or bankruptcy, and reducing legal disputes between the parties. In Imami jurisprudence, the legitimacy of this clause is grounded in principles such as the obligation to fulfill contractual conditions, the rule of dominion, and the no-harm rule. In Iranian law, the retention-of-title clause is also recognized as valid by reference to Article 10 of the Civil Code and the principle of freedom of contract, although gaps such as the absence of official registration for this clause have created limitations in its enforcement. In addition, in comparative legal systems such as those of France and Germany, the official registration of the retention-of-title clause contributes to stronger protection of the seller’s rights against third parties. This study was conducted with the aim of analyzing the jurisprudential and legal foundations of this clause, examining its challenges, and proposing practical solutions to improve its enforcement in the Iranian legal system.