Abstract



The purpose of this study is to conduct a descriptive and analytical study of the concepts of late payment and obligation to act in civil transactions and compare it with the escrow system in contemporary legal economics. Considering the legal challenges in automobile and housing transactions, the present study attempts to show to what extent the escrow system can be an effective alternative to guarantee the fulfillment of the parties' obligations. In this regard, first, the theoretical foundations of the contractual conditions are examined, and then the nature and legal structure of escrow are analyzed from a jurisprudential and legal perspective. The results of this study show that the requirement to use systems such as escrow in the Iranian legal system, while maintaining jurisprudential principles, increases trust, transparency, and significantly reduces legal claims in high-risk transactions.Due to the role of a third party trustee and preventive control over the transaction price and value, this system is more efficient and guarantees than the delay in payment and the obligation to act clause, because these traditional clauses are enforceable after the violation occurs and after a long process of litigation and related costs, and the delay in payment and the obligation to act clause are mechanisms and penalties after the violation and cannot prevent fraud or abuse by the transaction party. Therefore, the requirement to use such systems in the Iranian legal system seems necessary.