Consent Without Words: How Contracts Are Formed in U.S. and Iranian Law

In contract law, the concept of consent is central but how it is understood can vary across legal systems. While most jurisdictions agree that a contract requires mutual agreement, the question of how that agreement is formed through internal intent or outward expression differs.

In the United States, the law generally follows what's called the objective theory of assent. This means that courts evaluate whether a person's behavior rather than their hidden intentions reasonably signaled acceptance to the other party. If your words or actions appear to show agreement, you’re considered bound, even if you didn’t “really mean it.” For instance, clicking “I agree” on an online form creates a valid and enforceable contract, regardless of whether you actually read the terms.

By contrast, Iranian contract law as set out in the Civil Code places formal emphasis on the intention (qasd) and consent (reza) of the parties. In theory, this suggests a more subjective standard, focused on the internal will of the contracting individuals. However, in practice, Iranian courts also rely heavily on the outward expressions of the parties, such as written agreements or clear conduct, to determine whether a contract was formed. This means that while Iranian law emphasizes true intention, the visible signs of acceptance often carry decisive weight.

Ultimately, both systems recognize that a person’s external behavior can create binding obligations, even if the legal reasoning behind it differs. In the U.S., it’s about what others reasonably perceive. In Iran, it’s about intent but courts often infer that intent from what is said and done.

So whether you're dealing with a printed contract, a business email, or a digital platform, the lesson is the same: what you do may matter more than what you meant. And in both systems, that can be enough to hold you to your word.