The Application of the Theory of Fundamental Breach in Technology Licensing Contracts

Articles in Press

Document Type : Research Paper

Authors

1 Professor at the University of Tehran

2 PhD student in private law at the Shahid Beheshti University

3 Master's student in private law at the university of Tehran,

10.22034/law.2025.63625.3418

Abstract

Technology licensing agreements, as one of the most prominent manifestations of contracts in the realm of intellectual property law and the granting of exploitation rights to technical knowledge, are subjects of scrutiny and study. On the other hand, any contract may face the possibility of a breach by the parties involved. The theory of fundamental breach, which holds significant importance in many legal systems, explains which behaviors constitute a fundamental breach of the contract and provides specific remedies in the case of fundamental non-performance by either party. Since licensing agreements often fall under the category of commercial contracts with an international dimension, the authors of this paper examine the question of whether the theory of fundamental breach can be applied in such contracts. In this study, by analyzing international documents related to contract law, the fundamental breach is redefined, and through the description and analysis of cases that serve as examples of a breach in licensing agreements, we observe the application of the fundamental breach theory by adjudicating courts.

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Main Subjects

Jurisprudence and Islamic Law

Articles in Press, Accepted Manuscript
Available Online from 23 July 2025

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