The Unseen Victims of Geopolitics
For countless Iranian businesses, the impact of international sanctions is not an abstract political concept—it is a harsh commercial reality. It is the shipment of goods stuck in a foreign port, a multi-million-dollar payment frozen in a correspondent bank, or a contract unilaterally terminated by a long-term partner citing “sanctions risk.”
While your business may not be a designated entity, you have become a commercial casualty of a complex geopolitical landscape. Foreign partners, fearing massive penalties, often react excessively, leaving you with valuable assets in limbo. The feeling of helplessness can be overwhelming.
However, you are not without recourse. A robust, strategic legal approach can cut through the confusion and provide a clear path to recovering your property and funds. This is not about challenging the sanctions themselves, but about enforcing your contractual and commercial rights within the existing legal framework.
Step 1: The Forensic Contractual Analysis – Was the Action Legal?
The first and most critical step is a deep analysis of the governing contract. A foreign partner cannot simply walk away from their obligations by vaguely citing “sanctions.”
- Force Majeure Clause Examination: Does the contract’s force majeure clause (the “Act of God” clause) specifically list sanctions as a reason for non-performance? If not, their argument is significantly weakened. Even if it does, they must prove a direct causal link between a specific sanction and their inability to perform—a high legal bar to clear.
- Termination Clauses: Was the contract terminated according to the precise terms and notice periods specified? Any procedural failure can render the termination unlawful.
- “Sanctions Clause” Interpretation: Many modern contracts contain sanctions clauses. However, these are often broadly written. The key legal question is whether the specific sanction actually prohibits the performance of this specific contract. Often, it does not, and the partner is acting out of an abundance of caution, which is not a valid legal excuse for breach of contract.
Key Takeaway: Many businesses wrongly assume their partner’s actions are legally justified. Often, a detailed legal review reveals a clear case of breach of contract.
Step 2: Choosing the Right Battlefield – Arbitration vs. National Courts
Once a breach is established, the next question is where to fight for your rights.
- The Power of International Arbitration: As we have discussed previously, a well-drafted arbitration clause is your most powerful weapon. Arbitration offers a neutral, expert forum where the case will be decided on its commercial and legal merits, away from political pressures. An arbitral tribunal is more likely to scrutinize a party’s attempt to use sanctions as a convenient excuse to escape a bad deal.
- Strategic Litigation: If arbitration is not an option, you must choose the jurisdiction for litigation carefully. Suing in the partner’s home country may be necessary, but requires expert local counsel who can navigate potential biases. In some cases, it may be possible to bring a claim in a third, more neutral country’s courts if the contract allows.
Key Takeaway: The venue of your dispute is a strategic decision that can determine the outcome. Arbitration is almost always the superior choice for Iranian businesses.
Step 3: The Legal Argument – Focusing on Commercial Law, Not Politics
The winning legal strategy is not to argue about the fairness of sanctions. The winning strategy is to frame the dispute as a straightforward commercial matter.
Your legal team’s arguments will focus on:
- Breach of Contract: Demonstrating that the other party failed to meet their clear contractual obligations.
- Unjust Enrichment: Arguing that the partner has been unjustly enriched by holding your goods or funds without fulfilling their side of the bargain.
- Duty to Mitigate: Proving that the partner failed to take reasonable steps to overcome the alleged sanctions-related hurdle (e.g., exploring alternative, legal payment channels).
By keeping the focus on established principles of commercial and contract law, you force the court or tribunal to adjudicate the matter based on law, not on the political climate.
Conclusion: From Victim to Victor – Taking Proactive Action
Being a victim of sanctions-related commercial disruption is not a dead end. It is a complex legal challenge that requires a specialized and strategic response.
The path to recovery involves a forensic analysis of your contracts, a strategic choice of legal venue, and a disciplined legal argument focused on commercial rights. By partnering with legal counsel who understands the unique intersection of international sanctions, contract law, and multi-jurisdictional dispute resolution, you can move from a position of passive frustration to one of proactive enforcement.
Your assets are not lost; they are waiting to be recovered through decisive and expert legal action.
Disclaimer: This article is for informational purposes only and does not constitute legal advice. Each case is highly fact-specific and requires tailored legal counsel.