Third Party Rights in Authorization by Ratification at the PICC , PECL and Iranian Law

Agency refers to a contract whereby a person selects another one to do his affairs. It is obvious that agency can be fulfilled in d ifferent ways, includ ing exp licit authorizat ion and authorizat ion by ratification. Authorizat ion by ratification is ineffective for some contracts and it faces challenges in practice, because it follows the fu lfillment of two rights, one the principal’s right for ratification, and the other the third -party’s right to be free from the obligations of an ineffective contract. This article has dealt with the positions of two important International Instrument of Human Rights as well as that of Iran’s domestic law regarding the scope of the use of ratificat ion right by the principal and the owner of the authority right on the one hand and the rights of a third party on the other. It seeks to answer the question whether the principal has the right of ratification in any way, or has some legal restrictions? And if there are some limits to the principal’s right and access to such uncertainties can lead to further compatibility of Iranian law with International Instrument of Human Rights, based on which principles and rules can one establish a relative balance between the parties?


Introduction
One of the ways in which agency takes place is ratification and the authority arising fro m it is considered one of the fundamental principles of fulfillment of agency so that authorizat ion is the result of ratification.In other words, one of the cases of agency is ratification or the principal's giving the agent unauthorized actions that exceed his authority.Put it simp ly, where an individual claims that he has done an action by name and on behalf of another person, he will have the actual authority and will have logical justification based on the agency theory after the action is ratified by the principal (Danny, 2000: 199), and it is assumed that the he has had the needed authority to perform that part icular contract fro m the very beginning.According to this theory, rat ification of the agent's unauthorized actions creates a legal relationship between the principal and a third party (Danny, 2000: 199), because, when someone transacts someone else's property in an unauthorized way, agency cannot be fulfilled because he has had no authority for that action.With the lack of fulfillment of agency, the contract has no legal influence over the authority owner.Ho wever, h is rat ification and consent will fulfill the condition of agency, which is consent and authority and it is assumed that agency is based on the principal's exp licit and actual authority before everything.However, it should be said that there has already been and can be no agency relationship between the principal and the agent and authorizat ion has only been for the fulfillment of the agency and acceptance of its effects, i.e. the creat ion of a legal relat ionship with a third party.
Private Law, which has made all its attempts for the integration of the members' private law.These principles have been changed and modified several t imes, the latest edition of which dates back to 2010 AD.
The main focus of this article is on these principles, but the criteria of European contract law have been studied as well.This regulat ion is also another one of the most important documents formulated in seventeen chapters regarding the general rules of dealings by the European Contract Law Co mmission and the cooperation of a number of pro minent ju rists of the European Union in order to unify the structure of Eu ropean contract law.

General Rule
UNIDROIT Princip les has expressly approved the principal's right to ratify the unauthorized actions which are outside the agent's authority.European principles also has the same position.With the adoption of such a ru le, it can be concluded that the unauthorized actions can always be ratified.
According to Clause 1 of Article 9.2.2 of UNIDROIT principles about ratification: "The actions taken by the agent without having the authority or beyond the scope of his authority may be rat ified by the principal.If ratified, the agent's actions will create the same effect as when having the primary authority required." Article 3-207 repeats of European princip les the same ru les exactly, except that the title of the Article 207-3 of European principles has been expressed more co mpletely than that of the Princip les, in that it has used the phrase "ratification by principal" instead of "ratification.However, there was even no need to mention the term "principal", because, in any case, it is the principal who must approve the illegal and unauthorized actions.Moreover, the princip les of UNIDROIT have dealt with ratification and its effects in Clause 1 of Article 9.2.2 and dealt with the time and way of ratification in in Clauses 2 and 3.However, Eu ropean principles have mentioned such cases under Article 208-3, with the title "third party rights".
It seems that ratification ways, effects and time are among the rights of the parties, i.e. the principal and the third party, and is also one of the principal' obligation toward the third party, without the third party's having any obligation in this regard1 .
In Iranian law, this general ru le has also been stated.According to Article 667 of the Civil Code, the attorney should observe and respect the client's interests in his actions and should not exceed what the client has exp licitly has authorized him to do or what is with in the scope of h is authority based on the custom and practices.Th is article has focused on the agent's prohibition fro m exceeding the authority he has been given.In other words, the agent should avoid doing anything outside the actual authority gran ted to him either exp licitly or imp licit ly2 .A lthough this legislator's prohibition has no commercial guarantee, this commercial guarantee may be proved by reliance to Articles 10733 and 1074 4 of this law.It may, however, be said that these articles are q ualified only in marriage contract.Yet, they should be understood accurately, as they are associated with the general rules of contracts, and is by no means limited to the marriage contract (Katoozian,658).Ho wever, if these articles were not available o r were not documented, it is principally the case that prohibition on dealings does not indicate their corruption (Mozafar,. The positions of Articles 667, 1073 and 7074 of the Civ il Code regard ing the agent's withdrawal is a granted authority, but there are also instances in this law, which has regarded the verd ict of non -influence even in the absence of any authority.According to Art icle 247 of the Civ il Code, the dealing o f another person's property is not valid but as proxy or subrogation or succession, even if the property owner is inwardly pleased; however, if the owner or his deputy allowed for that after the dealing, the dealing will be valid or binding.Although this article includes all instances and it is one of the general rules of contracts, it needs be said that this is the case where there is the possibility of subrogation (Ibid,226), unless the law has a certain verd ict.

Ratification Time
The problem about ratification is that the granting of authority between ratification a nd non-ratificat ion to the principal will keep the third party undecided for a long time.Th is is the cost imposed on the third party and makes such contracts risky and precarious contracts, because the principal has the right to select the third party's obligation through the contract's terms via ratification on the one hand, and the harms and risks are all imposed on the third party on the other.Thus, if the principal does not find a contract economical, he will avoid ratifying it, but if he finds the conditions of a contract and the market of interest to him, he will make the third party obliged to the contract's terms via ratification of the contract.However, the application of this right is not unconditional, and the principal enjoys this right only when the circu mstances, and the officious seller's at the time of conclusion of the contract is such that it can be imp lied that he has done such actions on behalf of the principal.As a result, if the circu mstances, and the officious seller's performance and behavior at the time of agency does not indicate action on behalf of the principal, the imposition of risks and market fluctuations on the third party on behalf of the principal will be useless in this regard.However, if these conditions do not exist, regarding rat ification as absolute can lead to violation of the third party rights.Thus, considering a legal time can partly make the third party rights unviolated and regulated.
Principles of UNIDROIT, and Principles of European Contract Law have no disa greement in this regard and both legal systems have a similar stance.This position of Iran ian law also has a similar stance, but using other words.According to Article 252 of the Civil Code, the allowing or denying need not be immediate.If the delay res ults in a harm to a third party, he can break up the dealing.The contrary concept of this article imp lies that the third party can break up the dealing when there is a delay, and the delay has resulted in a harm (ibid.230).
Therefore, International Instrument of Hu man Rights and Iranian Law do not believe in absolute and unconditional ratification right, although the conditions of ratificat ion and the reasons for it are different in the two legal systems.However, there is no difference between the two legal systems regarding the princip le of limitat ion.
For examp le, in the case of Metropolitan Asylums Board with Kingham, sons in 1890, the court said that in order for the principal to be able to have a lawsuit regard ing the contract that has been signed in an unauthorized way, it is necessary that the contract be ratified during the time limit set by the principal, o r if a part icular date has not been set for the rat ification, the ratification must be carried out within a reasonable time.We can see that th e purpose of such a judgment is nothing but to prevent harm to the third party.
In some cases, the lack of ratification in due course will lead to cancellation of the contract.For examp le, in another similar case, the case of Watson with Davies, the Court's verdict was that if the agent has accepted an offer outside of his control and its influence is dependent on the principal's ratification, and if the third party withdraws the offer before the principal ratifies the agent's action, then the principal ca nnot ratify that action.The influence of the offer's acceptance relies on the principal's rat ification and this ratification will be effective befo re the offer withdrawal.Therefore, in this case, ratificat ion has been done when there has basically been n o offer (Ivamy & Hardy, 1971: 82).
We see that in some cases if the deadline has been set by the parties, the deadline can be actually effective regarding the fulfillment of agency.

Multiple Principals
Some questions are raised in th is regard, first, what will rat ification or rejection be like in cases where the principal includes mo re than one person?Should they all take part in the decision -making process?Can the ratification be divided for each person?
Accordance to the principles of European contract law, the principal's specific ratificat ion occurs in a direct agency.According to Clause 1 of the Article 207-3, if a person "as an agent", does an action without the authority or beyond his authority, the principal can ratify his actions.We see that European Principles regard ratification to be specific to a case where an individual, while the UNIDROIT Principles consider it to be limited to the case where the agent's actions have been done in the fo rm "disclosed" agency, because, if a non-disclosed principal is not able to claim the legal rights due to authorized agency, he will mo re probably not be able to claim the actions arising fro m non-authorized agency through ratification (Chitty, 2004: 16).
In Iranian law, there is no such distinction.There is a general rule that any type of dealing with another one's property of for another one without the authority or outside the limits of authority can be ratified on behalf of the principal unless such a dealing can basically not be delegated.Therefore, the conditions mentioned in the UNIDROIT p rinciples saying that the right to ratify unauthorized contracts exists for the principal merely in disclosed agency are not actually found the Iranian law.Howeve r, in other respects, there exist some ru les.According to Article 662 o f the Civil Code, pro xy should be given for an action which the client himself is capable of doing.The attorney should also be who is qualified to do it.Therefo re, in such cases wher e the principal h imself cannot grant authority even if he tends to do an action but cannot do it, agency is insignificant and not feasible.

The Third Party Rights
The second question is that if the granted authority cannot be divided, how will the status of the other party's obligation to the contract be regarding the contract's terms?

The Position of UNIDROIT Principles
According to the UNIDROIT Principles, it is merely the third party who has the right to make the principal implement the terms of the contract, although the agent has acted outside the scope of his actual granted authority, provided that he has done that action within the limits of agency.
The Principles of European Contract Law has a different stance.According to the terms of these principles, the actions of an unauthorized agent with in the limits of actual authority regards both the third party and the associate as obliged to the terms of the contract in cases where the authority cannot be divided.Therefore, in this regard, there is no doubt as to which of the part ies to a contract are free fro m contractual obligations, or only the third party has the right to oblige the principal.In addition, such cases cannot be regarded as being instances of uncertain dealings, because, when the granted authority has no relation with approval during a reasonable period based on the nature of the dealing of goods or services, the imposition of the terms of such a contract to a third party is possible in certain cases to be regarded as instances of gambling dealings and may be at odds with the principle of good faith and fair dealing, although considering less time for rat ification may be considered in line with the principle o f good faith and fair contractual ru les (Bennett, 2006: 784).
Clause 2 of Art icle 9.2.2 of Principles says in this regard that the third party can send a notice to the principal and sets a reasonable time for ratification.If the p rincipal does not do the ratification with in that time period, he cannot do anything about it any longer.
A comparison of this Clause with Clause 3 of this Article shows that this Clause is used in cases where the principal is aware that the agent has no authority or acts outside the scope of the authority granted to him.The reason for granting this right to a third party is the same reason mentioned in the law of England.Such a third party has a legitimate interest in deciding about the ultimate result of the contract with the false agent so that he can get out of doubt regarding the ratification or non-ratificat ion of the principal; otherwise, such a dealing may have a non-confirmed state about the third party and be regarded as an instance of gambling dealings.Therefore, a third party is allowed at any time before ratification to end the principal's opportunity to use his right to ratify and misuse the deteriorating conditions of the market, only provided that such a third party is not aware of the false agent's lack of authority.Otherwise, he will only have the rights referred to in Clau se 2 of this article.
However, when the contract is concluded about a product or market services, the third party is in some cases willing in the position of the buyer to want the execution o f the contract, i.e. delivery of the sold goods fro m the principal (the seller).In this particular case, the lack of awareness about the agent's lack of authority creates no problem for the third party rights, because he will be able to rely on the ru les and regulations of the apparent authority.
The objection to Clause 2 of Art icle 9.2.1 of UNIDROIT Principles is that if the third party gets no reason for his awareness of the agent's authority, he will remain as an unaware third party for a long time and the principal can ratify the contract whenever the market conditions are in his favor and to h is interest.This is because this clause says that if a third party is not or cannot be aware of the agent's unauthorized actions, he can send to the other party his own lack of loyalty to the contract at any time befo re the co ntract rat ification.However, if the third party does not get aware of such a state, the third party will remain unaware fo r any period of time before ratification, and the ratificat ion will make him abide by the contract.
It seems that where the principal knows or should have known that the third party has no awareness of the state and is not aware of false agency he should avoid ratifying such a contract, and should, in accordance with the goodwill and fair dealings principles make the third party aware o f his t rue position in the contract before ratify ing the contract,5 or should provide conditions based on which he can refrain fro m accepting such ratification by providing a logical reason after the ratification.

The Position of Principles of European Contract Law
The Principles of European Contract Law has a different perspective about the third party rights.As it was mentioned earlier, UNIDROIT principles has determined no time limit for ratificat ion of the false agent's actions, whereas according to the Principles of European Contract Law, both the third party and principal are co mmitted to the contractual terms signed within the framework of apparent authority.In other words, when an agent acts owing to apparent authority, agency will be fu lfilled without any conditions, and with that fulfillment, the third party and the principal will be obliged to its effects.This occurs when the third party believes reasonably and by reliance on the principal's statements and conduct or based on goodwill that under the apparent authority to do anything.Representative actions can be fulfilled without any conditions attached, and with it the fulfillment of a genuine third party and are subject to its effects.Th is situation occurs when a third party reasonably relied on the statements or conduct or based on the original and in good faith believes that such an agent has actual authority.Ho wever, if the agent does an action with those conditions, the action will be an instance of agency owing to apparent authority that makes the two parties obliged to the commit ments.This is because the authority for ratificat ion or non-ratificat ion is the legal right whereby a person can ridden himself fro m adhering to contractual obligations or choose the terms of the contract on his own decision.In this case, before ratificat ion takes place, agency will make no sense, whereas under the assumption of apparent authority, agency has been fulfilled at the same time as the agent's action without any preconditions and the issue of ratification arises when the third party has no honest and reasonable belief that the agent has apparent authority.
European princip les has in one particular case granted apparent authority to the third party for agency under some conditions.According to Article 208-3 of European principles known as third party rights formulated with regard to authority ratificat ion, "If the principal's statements or conduct have convinced the third party that the agent has acted with authority, but the third party has doubt regarding his authority, he can send the principal a written confirmation or request ratification fro m the principal.If the p rincipal objects without delay or avoids answering the request, the agent will be considered to have authority." These conditions are conceivable when the third party has legitimate doubt about the existence or scope of the agent' s authority.In this case, the third party will have the right to do the needed inquiries fro m the principal in order to resolve his doubt.
However, this rule6 is related to the time when an agent does a dealing for the principal without setting a written contract.Now, the third party becomes dubious about the agent's authority according to the terms and nature of the contract, and requests for a written confirmat ion fro m the principal.If the third party receives such a notice fro m the principal, the written confirmation will be considered a written contract between the parties, if it involves a number of additional terms or conditions different fro m the o nes agreed upon, provided that the subject matter of the contract does not change.
Article 210-2 of princip les of Eu ropean law says in this regard : "When specialists have signed a contract, but have not set it in a final written document and one of the parties sends the other a writ ing without delay, imply ing the endorsement of the contract, the conditions will be considered as an integral part of the contract although it contains additional and different conditions unless the approval creates majo r changes in the terms of the contract, or the other party objects about the conditions and terms without delay.
Clearly, if agency takes place through actual or apparent authority, as Article 208-3 of Eu ropean Princip les has given the third party merely the right to clarify the agent's authority, so the right is not applicable when the granted authority is apparent authority, because denying the authorities that actually exist is in fact a violation of the principal benefits of the agency theory and will be used as a plea for the third parties to deny the agent's authority at any time.
The failure to g ive the third party the right to deny or doubt when there is unauthorized agency is related to the t ime when the principal's statements and behavior necessarily convinces the third party reasonably that the agency has been authorized, only because the agent has acted in such a way as if h is actions were authorized (Howard, 2006: 785).
Based on European principles, the p rincipal's rights about the authority for rat ification and non-ratificat ion of unauthorized actions as well as his opportunity to impose the costs of such an authority on the third party to the contract has been limited in several cases.
First, when the agent's actions have actually been carried out in an unauthorized way, wh ich can also include agency in cases of apparent authority which are actually unauthorized.
Second, the case where the third party believes that the unauthorized act ions have actually taken place with in the scope of authority, such that the agent' s actions were in fact unauthorized, but the third party believes that these kinds of the agent's actions are within the scope of his authority.
Third, the principal's actions, behavior and speech are not reasonable enough for the third party to believe in authorized agency.
Here arises the question whether a principal can take advantage of an agent's unauthorized actions based the Principles of European Contract Law.Eu ropean accordance with the principles of contract law can take advantage of an unauthorized acts?To answer this question, it must be said that this kind of advantage depends on compliance with a series of basic and important that were described in detail, besides the fact that this international document has introduced the principles of good faith and fair dealing as a sacred principle.In Article 201-1 under the heading "the general requirements", this document has talked of good faith and fair dealing and asserted: "Each party must act in accordance with good faith and fair dealing, and the parties to a contract cannot exclude or limit this obligation"."Based on the last clause of this Article, the principle of good faith and fair dealing has an obligatory nature, and the parties cannot set aside the requirements and obligations arising fro m this principle by reliance on the principle of will authority.However, this difficu lt does not deny that the parties to the contract can determine the vast concept of the principle of good faith and fair dealing in their contract (Antoniolli & Veneziano, 2005: 48).Therefore, the principal cannot have a unilateral use of this stratus, unless there is an agreement on the concept and inclusion of the principle of good faith and fair dealing exist, because the purpose of these rules is to observe the common standards7 in trade agreements.
In addition, these two systems, based on the principle of good faith and fair dealing, have set obligations for the parties and regard these principles as superior rules so that the principle of good faith and fair dealing is dominant where there is contrast between these principles and other princip les.Therefore, the rat ification that does not observe the nature of goodwill and fair dealing is not effective and consequently agency will also not take place (Lando & Beale, 2000: 113), unless such principles are not accepted in those countries in accordance with their do mestic regulations and contract law.

Iranian Law
Regarding the third party rights in UNIDROIT principles, the fo llo wing major rights ha d been emphasized for the third party in non-binding contracts: time and date of ratificat ion, giv ing notice, determin ing the deadline for ratification, and rejecting the ratificat ion in advance.
In Iranian law, the third party also has rights in order to prevent the owner of the ratification right fro m cause harm to him.This subject is analyzed based on the rule that in non -binding dealings, not only the principal, but also the third party has to abide by the obligations

The Judicial and Legal Foundation of Third Party Rights
The author of "Javaher" (Najafi, 2015: 359) says: "Whatever violates the legislator's motive and purpose of legislation is subject to invalidation8 " with the interpretation that in the Islamic law, considering God's purposes and goals of Islamic law is an axio m.In public law, this principle is observed completely.In the field of private law, in cases where public order or others' interests are concerned, God's goals will be considered more.Therefore, the owners of rights should apply their rights in such a way that they create no ham to others, or their rights will be banned and stopped via the Princip le of No-Harm (Bahrami Ahmadi, 2011: 2/142-145).We can see that the third party to non-binding contracts is protected by Principle of No-Harm so that the owner of the ratification right cannot apply his right in such a way that the third party rights are violated through its application.Therefore, the legal base of the third party rights is nothing but the principle of No -harm9 .

Maintaining the Generality of Agency
Article 256 of the Civil Code provides: "If anyone transfers his or another's property via a contract or accepts the transfer of a property dealing to himself or another, the dealing to his own will be binding and to the other will be".
Based on this article, if the ratification can be div ided; that is, agency can be selected and fulfilled one section and can be cancelled in another section, the principal can apply this right.However, by reliance on Article 441 of the Civ il Code 10 , a third party can co mpensate for the losses resulting fro m this discrimination v ia termination of a part of the contract to which agency has been fulfilled.This is because the lack of ratification of one part of agency will pract ically be considered the non-ratification of the other part of the contract.
However, in cases where there is such diversity and ratification cannot actually be divided, and its division will cause harm to the third party, such division should be considered a new offer wh ich needs the acceptance from the third party (Katoozian, 1995: 132/2).In such a case and with acceptance of the third party, there will be no roo m for d iscussion of agency, because the principal and the third party conclude a separate contract independently without considering the agent's unauthorized act ions.In Iran ian law, accord ing to the general Non-harm rule, if the application of the principal's rights causes harm to a third party, such ratification will be considered to have the attribute of authority, but it can be rejected toward the third party.Agency will be fulfilled in these cases, but its effect will not be implemented.In other words, in some cases, agency may apply and be effective for a third party, i.e., a legal relationship can be created, but again the third party will have have the right to terminate the legal relationship by reliance on the Principle of No-harm unless he does not terminate it, in wh ich case he has acted against himself (Bahrami Ah madi, 2011: 1-98), and the principal and the agent will not be responsible for anything.

Obligation Prior to Ratification
The rule adopted about the pre-ratificat ion contracts is that, the contract subject belongs to the principal prior to the ratification, as the price of the contract also belongs to the third party, because the non -binding contract does not have the conditions of purchase and ownership (Ansari, 1425: 141-2).
The question raised here is, what obligations the parties to the contract have before ratification .There is no controversy about the principal, because the contract is non -binding for him, so he has no obligation toward it.This is because the assumption is that a non-binding contract is an incomplete contract.The major controversy lies in the third party's obligation for such a contract, about which there is much disagreement among jurists.Some believe, if the effect of the consent is discovery by warrant, the third party will have the right to terminate the existing contract before the ratification, because it is assumed that the non-binding contract is an incomplete contract and the third party has the right to terminate the contract before the principal's ratification.
However, if the effect of consent is real discovery, because the contract is complete on behalf of the third party, the principal will only have the authority to terminate the contract and the third party should be considered bound by the contract.Some criticize this idea, claiming that, if the consent is the late condition in the fulfillment of the contract, or if it has a retrogressive effect, it can also be denied that pre-rat ification contract is inco mplete and has no obligation to the third party (Khonsary, 246/ 1).Others also talk exp licit ly about the effects of consent (Alsanhoury, 1952).Some others believe that the non-binding contract is inco mplete before the ratification and the third party has no obligation to maintain it (Tabatabai, 335/1 and 332).
There seems to be a consensus of opinion among Iranian legal experts.They believe that we should differentiate between the final effect of the contract and the third party's obligation toward the terms that he has committed, in that the effect of a non-binding contract is supplied in the principal's assets or his ratification, but there is no obstacle in the third party's loyalty to this contract (Katoozian, 1995: 141).
In other words, they say that the unauthorized dealings to another person's property is not valid without the principal's consent, and will beco me valid at the t ime of his ratification, no matter the third party is aware or unaware of the officious dealings.If the third party is unaware of the officious dealing, his disclosure will be ineffective to the others (Shahidi, 2004: 36, 38).
It can be imp lied that when the third party's disclosure against the principal is effective, h is disclosure and consent to himself will be effect ive.According to the principles of will authority and freedom of contract and unilateral irrevocability, the third party should be loyal to the terms of the retrogressive contract.The last part of Article 252 of the Civ il Code reads: "... the dealing can be v iolated by the one referred to" confirms this view, since the term "violation" cannot have a mean ing other than termination, and termination also imp lies the authority to eliminate the contractual obligations.
However, the third party's obligation to the terms of such contracts also have the following exceptions.
1) The character of the party to the dealing fro m the third party's perspective is the major cause of contract.If the third party knew h im at the time the contract was signed, he would sign the contract with him.Here the third party cannot be bound to the contract terms because it was in conflict with the principle of freedo m of contract sales".(Katoozian, 1995: 143 and 142).
2) According to Article 252 of the Civil Code, if the delay in ratificat ion causes harm, the third party will have the right to terminate the contract and be exempted fro m the obligations of the contract.The same rules are used in Egyptian law based on Article 990 o f the Egyptian Civil Rights Act (Alsanhoury, 1952).

Conclusion
A comparison of UNIDROIT princip les and the principles of European contract law with Iran ian law on the third party rights in authorization arising fro m rat ification showed that: 1) In the three legal systems, the contract concluded by authority -free persons or signed off outside their authority are among contracts that can be completed with subsequent consent and can obtain all their legal effects owing to ratification.
2) In all of the three legal systems, authorization arising fro m rat ification was adopted so that, after ratificat ion, the unauthorized agent has the needed authority for the conclusion of that contract at the time of con clusion.In other words, ratification has a retrogressive effect and its effects are considered valid since the agent's action.
3) Considering banddddd 2, one comes to the conclusion that authorization arising fro m ratification has been accepted in those legal systems and as a result of rat ification, the implementation of legal relations between the principal and the third party would be justified by the agency theory.
4) It has been observed that there are no differences in the generalities of these legal systems.If there are differences, they are related to "phrases and words" which will not change the nature of the legal terms.5) All of the three legal systems have considered for the principal and the owner the right to act considering their interest owing to their free will through the authority to select between the rat ification and reject ion of non -binding contracts, but the application of such a right should not cause harm to another person.6) Iranian law has generally considered the right to terminate the dealing for a third party, provided that the ratification is delayed and the delay would be against him without limiting such a rig ht to certain time and a certain deadline.Second, Iran's law has not differentiated the ratification between the third party unaware of unauthorized agency and the third party aware of it.However, in International Instrument of Hu man Rights, the third party, whether aware or unaware, has the right to send a notice to the principal and determine the reasonable time for ratification 11 .7) In European contract law principles, attempts are made to reduce the necessity or obligation of contracts, believing that if the terms and conditions of the apparent authority theory were not applicable, one could resort to the terms of the theory of authorizat ion by ratification, considering the third party rights.8) In International Instrument of Hu man Rights, if the third party is unaware of the agent's unauthorized, he can send a notice to the principal at any time before rat ification to tell him that he has no obligation or loyalty to the contract, while this is not authorized in Iranian law 12 .