Contracts in Syrian Law
Concept, Elements, Characteristics, and Practical Importance
This article forms part of an introductory series intended to explain contract theory in Syrian law in language that combines legal precision with practical clarity. This part focuses on the general concept of the contract, its characteristics, and its function, as a prelude to later elaboration on its elements, effects, and the sanctions resulting from its breach.
Contracts are the cornerstone of regulating legal relationships between individuals and companies. They are the means by which rights and obligations are created and through which economic, civil, and commercial exchanges are carried out. Whether purchasing a home, leasing an office, establishing a company, carrying out a construction project, or providing a professional service, the legal relationship begins with a contract that defines each party's rights and obligations.
The Syrian legislature has given special attention to contracts, regulating their provisions in the Civil Code issued by Legislative Decree No. (84) of 1949. It established general rules governing all contracts, alongside special provisions regulating particular types of contracts. Legal scholarship and the decisions of the Syrian Court of Cassation have also contributed to developing and interpreting principles relating to contracts, thereby ensuring stability in transactions and protecting the legitimate expectations of contracting parties.
This article aims to provide a comprehensive introduction to understanding contracts in Syrian law by explaining their concept, general elements, characteristics, and practical importance, while referring to principles settled by the judiciary and legal scholarship.
First: What Is a Contract?
A contract is the concurrence of two or more wills to produce a lawful legal effect, consisting in creating, transferring, modifying, or extinguishing an obligation, provided that it satisfies the conditions prescribed by law.
It follows from this definition that a contract is not formed merely by desire or intention; rather, it requires the meeting of two wills expressing a binding legal agreement. An offer made by one party alone is insufficient; it must be met by a matching acceptance from the other party for the contract to be formed.
Accordingly, a contract is not merely a written document; rather, it is a legal bond that arises as soon as its elements are complete in accordance with the law, whether evidenced in writing or by the means of proof permitted by the legal system.
Second: Why Are Contracts the Foundation of Legal Life?
Almost all daily transactions are based on contracts, whether or not the parties realize it.
Examples of contracts continuously concluded by individuals and companies include:
Sale contract.
Lease contract.
Employment contract.
Contract for work.
Agency contract.
Company contract.
Loan contract.
Service and consultancy contracts.
Electronic contracts.
These contracts perform several principal functions, most importantly:
Regulating rights and obligations.
Achieving stability in transactions.
Reducing disputes by defining each party's duties.
Providing legal protection when obligations are breached.
Supporting economic and investment activity.
For this reason, contracts are described as the backbone of economic and legal life.
Third: Characteristics of Contracts in Syrian Law.
1. A contract is a voluntary legal act:
A contract arises from the will of the contracting parties. The law does not compel persons to contract except in exceptional cases expressly provided for.
Free will is the basis of contractual obligation, which explains the importance of consent and its freedom from defects.
2. A contract creates reciprocal or unilateral obligations:
A contract may impose obligations on both parties, as in sale, lease, and contracts for work, or it may impose an obligation on only one of them in certain contracts, depending on their nature.
3. A contract is binding on its parties:
Once a valid contract is formed, it becomes binding on its parties, and none of them may evade their obligations by unilateral will unless the law or the contract permits this.
This principle is known in legal scholarship as the rule that “the contract is the law of the parties”, one of the most important principles governing civil law.
4. A contract is based on good faith:
The effect of a contract is not limited to performance of its written terms; it extends to everything required by the nature of the obligation, custom, and the principle of good faith. This is affirmed by the Syrian Civil Code to ensure that obligations are performed fairly and in a balanced manner.
Fourth: The Elements of a Contract in General.
A valid contract rests on a set of essential elements, each of which will be addressed in a separate article in this series:
Consent: including offer, acceptance, and freedom of will from defects.
Object: the subject matter of the obligation to which the debtor is bound.
Cause: the lawful legal purpose on which the obligation is based.
In some contracts, special requirements, such as formality or registration, are added to these elements where the law requires them.
Fifth: The Principle of Freedom of Contract.
The Syrian Civil Code is based on the principle of freedom of contract, meaning that individuals are free to conclude the contracts they wish and to determine their content and terms, provided they do not contravene public order, morals, or mandatory provisions.
It follows that freedom to contract is the rule, while legal intervention to protect the public interest or one of the parties in certain contracts is the exception.
Sixth: The Difference Between a Contract and an Agreement.
The terms “contract” and “agreement” are often used as synonyms, but legal scholarship distinguishes between them.
An agreement is the concurrence of two or more wills to produce a legal effect, whether that effect consists in creating, modifying, or extinguishing an obligation.
A contract, however, is a type of agreement distinguished by the fact that it creates legal obligations between its parties.
Thus, it may be said that every contract is an agreement, but not every agreement is a contract in the precise technical sense.
Seventh: When Does a Contract Become Binding?
A contract becomes binding from the date it is formed once its elements are complete and its conditions of validity are satisfied.
As a rule, formation of a contract does not depend on reducing it to a written document, unless the law requires a special form for its existence. Proof of the contract before the courts, however, may be subject to different rules relating to writing, testimony, or other means of proof permitted by law.
Therefore, many contracts may be validly formed merely by the meeting of offer and acceptance, even if they are not set down in a written instrument, unless the law prescribes a special form for their formation or imposes certain restrictions on proving them.
Eighth: Practical Examples.
First example:
Two persons orally agree to sell a car for a specified price, and the buyer accepts the offer.
If the law does not require a special form for this transaction, the contract may be formed merely by the meeting of offer and acceptance, while the issue of proof remains subject to legal rules.
Second example:
Two companies conclude a supply contract containing all essential terms, after which one of them refuses to perform.
In this case, the other party acquires the right to seek performance, compensation, or rescission of the contract in accordance with the legal provisions.
Ninth: Common Mistakes When Concluding Contracts.
The most common mistakes that lead to disputes include:
Relying on oral agreements in complex transactions.
Using contract templates unsuited to the nature of the relationship.
Failing to define rights and obligations precisely.
Failing to specify a dispute-resolution mechanism.
Neglecting to review the contract before signing.
Believing that signature alone is sufficient to protect all rights, even though the content of the contract is the decisive element.
Tenth: Frequently Asked Questions.
Does Syrian law require a contract to be in writing?
Not always. The general rule is that contracts are consensual, unless the law requires writing, formality, or registration for a particular contract.
May a contract be amended after it is signed?
Yes, by agreement of the parties or in cases permitted by law.
Are heirs bound by contracts concluded by their deceased predecessor?
As a general rule, financial rights and obligations pass to the heirs within the limits of the estate, unless the obligation is purely personal in nature.
A contract is the most important legal instrument for regulating relationships between individuals and companies, and it is the framework upon which most civil and commercial transactions are built. Accordingly, the Syrian Civil Code does not merely explain how contracts are concluded; it establishes an integrated system governing their effects, methods of performance, and means of protecting the rights arising from them.
Understanding the basic concepts of contract is the first step for anyone wishing to engage confidently in legal transactions, whether an individual, investor, company owner, or legal practitioner. The clearer and more balanced the contract, the lower the likelihood of dispute and the greater the trust between the parties.
It should be noted that the general rules set out in this article do not dispense with examining each contract in light of its nature, its special provisions, and the circumstances surrounding it, because the legal ruling may differ according to the type of contract, the capacity of its parties, and requirements of form, registration, or proof.
References
Syrian Civil Code, Legislative Decree No. (84) of 1949.
Abd al-Razzaq al-Sanhuri, Al-Wasit in the Explanation of Civil Law, Theory of Obligations – Sources of Obligations.
Syrian Legal Encyclopedia – Contract Theory.
Decisions of the Syrian Court of Cassation on the general principles of contracts.