نوع مقاله : مقاله پژوهشی
عنوان مقاله English
نویسندگان English
Commercial negotiations often involve unequal access to information, but an informational advantage does not itself establish a duty to disclose. This article asks how Imami jurisprudence and Iranian law distinguish permissible commercial silence from legally significant nondisclosure. It adopts a doctrinal and analytical method, examining the Iranian Civil Code, the Electronic Commerce Act, the Civil Liability Act, accessible Imami jurisprudential texts, and published scholarship. French Civil Code Article 1112-1 and the UNIDROIT Principles are used for limited comparison. The analysis finds that deceptive conduct, liability for misleading inducement, and the no-harm principle serve distinct functions. Under Article 438 of the Civil Code, Deception concerns conduct that misleads the other party; whether pure silence alone suffices remains contested. Nondisclosure is more plausibly significant when linked to a partial or false representation, active concealment, a prior assurance, an express undertaking, or assumed responsibility for accurate information. Misleading Inducement may support compensation where misleading conduct, causation, and legally cognizable loss are established, but this does not automatically create a general disclosure duty. No-Harm may guide interpretation or limit harmful legal effects without creating an unlimited positive duty. The article proposes a source-first, context-sensitive, remedy-specific framework: identify the legal source of the duty; assess materiality, access, and the context of silence; establish inducement, causation, and loss where relevant; and match relief to the proven legal basis. This approach protects informed consent while preserving commercial autonomy.
کلیدواژهها English