Explanation of Article 315
The article clarifies the ruling in the event that the contracting parties have not explicitly agreed on determining the price, and there is no explicit agreement between them to refer to the market price, the price previously agreed upon between them, or any other valid basis for determining it. This situation does not lack two assumptions:
The first assumption: It is possible to infer from the circumstances of the contract the existence of an implicit agreement on determining the price; for example, if the circumstances indicate that their intention was directed towards the market price or the price previously agreed upon between them, then the price is determined based on that price; and the contract is valid and not void because, according to general rules, a contract is concluded by explicit and implicit agreement.
The application of the article's ruling is merely an interpretation of the contracting parties' intention when they remain silent about determining the price, considering the evidence surrounding the contract and its circumstances. Among the evidence is when the seller delivers the sold item and the buyer receives it without mentioning the price; their silence is interpreted as acceptance of the market price. This is one of the forms of sale at the market price mentioned by jurists (9).
Another piece of evidence is when there is a previous transaction between the contracting parties for supplying a specific commodity at a certain price or a price that changes according to market prices; the seller's continued supply of the commodity to the buyer without mentioning the price indicates their implicit agreement that the price is the one previously agreed upon between them.
What the article includes in this assumption is merely an application of Article (73) in the general rules, so anything that can be inferred as an implicit agreement between the contracting parties on determining the subject of the obligation is determined accordingly; and the contract fulfills the condition of determination.
The second assumption: The price is neither determined nor determinable, such that there is no indication of an implicit agreement on the market price or otherwise; the contract is void due to the lack of a sale element, which is the price, as a condition of its validity, which is determination. This assumption is strengthened if the contracting parties indicate a lack of agreement or refusal to refer to the market price; for example, if they make the conclusion of the sale or the delivery and receipt of the sold item contingent upon agreeing on the price, and then a disagreement arises between them in determining it; the contract is not valid, and their silence about determining it at the time of contracting does not constitute implicit acceptance of the market price.
It is necessary to distinguish between this assumption and when the contracting parties agree to conclude the sale without a price, or at a trivial price that it is certain the seller did not conclude the contract to obtain; in this case, the contract is not completed as a sale because the price is an element in the sale that cannot be concluded without it. However, it may be inferred from the circumstances that they intended a gift; thus, the transaction is subject to the rules of gifting, applying the general principle: "In contracts, consideration is given to intentions and meanings, not words and structures."
Related To
Article 315
If the contracting parties fail to set a price for the sold item, the sale shall not be nullified if the circumstances indicate that the parties intended to apply the market price or the price applied in the dealings between them.