Doctrinal shift

Abstract

Abstract: This study examines the theory of contract conversion within the Iraqi Civil Code, a legal mechanism designed to salvage void legal acts by transforming them into other valid contracts, provided their essential elements are met. The text elucidates the fundamental distinctions between contract conversion and similar concepts—such as contract characterization (تكييف العقد) or rectification (تصحيح العقد)—stressing that conversion hinges upon the presumed (hypothetical) intent of the contracting parties . Furthermore, the research details the four conditions required to effectuate this conversion, the most prominent being that the void contract must incorporate the elements of a different valid contract that achieves the parties' economic objective. The source reinforces its theoretical framework by presenting judicial precedents from the Iraqi Court of Cassation, notably the conversion of a real estate sale executed outside the competent department into an undertaking to transfer ownershi [Finally, the text provides findings and recommendations to the Iraqi legislator to bolster this theory, with the aim of minimizing contract nullity and the consequent waste of time and effort .