the Position of the Central Counterparty Institution and Its Impact on the Principle of Privity of Contracts in Cross‑Border Transactions in the Legal Systems of Iran, Europe and the United States of America

This article adopts a descriptive–analytical approach based on library research to examine the position of the “Central Counterparty” institution in the legal systems of Iran, Europe, and the United States, and seeks to clarify the possibility and limits of its acceptance in light of theoretical foundations and practical considerations in international contracts. The central research question is how an effective role can be assigned to third parties or intermediary institutions in the performance of contractual obligations without undermining the principle of privity of contract. The findings indicate that in Iranian law, the principle of privity of contract continues to hold a dominant position, and the recognition of innovative contractual mechanisms requires a restrictive interpretation and conformity with mandatory rules. In contrast, European and American legal systems, through the use of intermediary institutions and more flexible contractual arrangements, have accepted the distribution of performance functions among multiple actors with fewer limitations. This divergence in approach stems from the historical evolution of the concept of contract and the predominance of a functionalist perspective in Western legal systems, which considers economic efficiency and risk management alongside traditional principles of contract law. The article concludes that the limited and purposeful recognition of this institution in Iranian law may enhance efficiency, reduce transaction costs, and facilitate cross-border trade, provided that the fundamental principles of contract law and the rights of third parties are preserved. Furthermore, a precise clarification of the legal nature of this institution and the determination of its scope of liability can prevent interpretative conflicts and pave the way for the gradual harmonization of Iranian law with contemporary standards of international commerce.