Revocation of Offers in International Contracts for the Sale of Goods: A Comparative Legal Analysis of Iranian, English, and French Law in Light of the CISG

Abstract

The revocation of offers constitutes a significant issue in the formation of international sales contracts because it directly affects the balance between contractual freedom and the protection of legitimate commercial expectations. This article examines the legal framework governing revocation of offers in Iranian, English, and French law and compares these approaches with the United Nations Convention on Contracts for the International Sale of Goods (CISG). The study adopts a comparative doctrinal method and focuses on the legal nature of an offer, the distinction between withdrawal and revocation, the moment at which revocation becomes effective, the treatment of fixed-period offers, the role of irrevocability, and the protection of reliance by the offeree. The findings show that Iranian law generally recognizes the revocability of an offer before acceptance, although binding undertakings and contractual mechanisms may restrict this power. English law similarly adopts revocability as the general rule, but traditionally requires consideration for an enforceable option to keep an offer open. French law provides stronger protection for the stability of an offer where the offeror has fixed a period or otherwise undertaken not to revoke. The CISG adopts a balanced and autonomous approach by permitting revocation as a general rule while prohibiting it where the offer indicates irrevocability or where the offeree has reasonably relied on the offer as irrevocable and acted accordingly. The Convention also distinguishes withdrawal from revocation and protects an offeree who has already dispatched acceptance. The study concludes that the CISG provides a coherent compromise between offeror autonomy and transactional security and offers a useful model for clarifying Iranian law concerning irrevocable offers, fixed acceptance periods, and reliance-based protection in modern commercial transactions.