A Comparative Study of the Rules for the Interpretation of Added and Deleted Phrases in Standard-form Contracts in Iranian and British Law

Standard-form contracts drafters try to prepare all the necessary terms and conditions, which are a set of business customs, in the contract form; however, these efforts may not satisfy the parties. They have a right to add agreed terms and conditions, which do not exist in the sample form, to the text of the contract, or, if these terms are too detailed, the clauses will be attached to the contract. They may also omit or replace some of the words and phrases in the sample contract. Such changes may lead to conflicts between the text of the standard-form contract and the supplementary phrases, which sometimes cannot be resolved without removing one of them. Also, if a word or phrase is removed from the standard-form contract, the question is whether the parties merely want the deleted phrase not to be part of the agreement or whether these omissions will provide meaningful feedback. With the aim of achieving mutual intention of the parties, the judges resolve the conflict by preferring additional phrases and interpret the ambiguities of the remaining text of the standard-form contract by using the deleted words. Since the courts face challenges in this regard, this article tries to study the differences or unconsidered points and provide an appropriate solution.