Force Majeure under UAE Law
Force majeure constitutes a well-established legal doctrine addressing circumstances in which unforeseen and uncontrollable events impede or prevent the performance of contractual obligations. Under the Federal Decree Law concerning the issuance of the Civil Transactions Law in the United Arab Emirates, this doctrine plays a pivotal role in determining the rights and liabilities of contracting parties where exceptional events arise. It ensures that a party shall not be held liable for failure to perform obligations where such failure results from events beyond its control and which could not reasonably have been anticipated at the time of contracting.
Legal Framework
The UAE Civil Transactions Law (Federal Decree Law No. 5 of 1985, as amended) provides the principal legal framework governing force majeure and its effects on contractual relationships. The law recognises that exceptional and unforeseen events may arise which render the performance of contractual obligations impossible. In such instances, where an external event beyond the control of the parties prevents performance, the corresponding obligation shall be extinguished, and the contract shall be deemed automatically terminated.Where such impossibility is partial, the extinguishment shall apply only to the affected part of the obligation, and the remainder of the contract shall continue to be binding insofar as performance remains feasible. Furthermore, where performance, though not impossible, becomes excessively onerous due to exceptional circumstances, the affected party may apply to the competent court for relief, and the court may, in accordance with the principles of justice, restore the contractual equilibrium between the parties.
Without prejudice to the foregoing, and in accordance with Article 236 of Federal Decree Law No. 25 of 2025, no party shall be liable for non-performance or delay in the performance of its obligations where such non-performance or delay is attributable to an event of force majeure, provided that the affected party demonstrates that the event was beyond its control, could not reasonably have been foreseen, and that all reasonable steps were taken to mitigate its effects.
Nature and Characteristics of Force Majeure
Under UAE law, force majeure is generally characterised as an event that is unforeseeable, unavoidable, and external to the parties to the contract. Such an event must be beyond the control of the contracting parties and must prevent the performance of the obligation in question. The standard applied is one of objective impossibility, rather than mere hardship or increased financial burden.The determination of whether a particular event constitutes force majeure shall be made on a case-by-case basis, taking into account the specific facts and circumstances of each matter, as well as the contractual provisions agreed between the parties.
Illustrative Events of Force Majeure
Events which may, depending on the circumstances, constitute force majeure include, but are not limited to, natural disasters such as earthquakes, floods, and severe storms; war, armed conflict, or civil unrest; governmental acts, legislative or regulatory restrictions; and public emergencies, including epidemics or pandemics. Additionally, significant infrastructure failures or other extraordinary events beyond the reasonable control of the parties may fall within the scope of force majeure where they prevent contractual performance.
Legal Consequences
Where a force majeure event is established, the legal consequences shall depend on the extent to which performance is affected. If performance becomes wholly impossible, the contract shall be terminated automatically and the obligations of the parties extinguished. In cases of partial impossibility, only the affected obligations shall be extinguished, and the remaining provisions shall continue in force. Where the impossibility is temporary, performance may be suspended for the duration of the impediment.
Practical Considerations
Parties operating within the UAE are advised to give due consideration to force majeure provisions when drafting and negotiating contracts. Clearly articulated clauses should define qualifying events and prescribe procedural requirements, including notice obligations and mitigation measures. Such contractual clarity assists in reducing uncertainty and facilitates an effective response to unforeseen disruptions.
Conclusion
The doctrine of force majeure under UAE law reflects a balance between the sanctity of contract and the principles of fairness and equity in exceptional circumstances. By acknowledging that certain events fall outside the control of contracting parties, the law provides a structured mechanism for addressing situations in which performance becomes impossible or unduly burdensome. A comprehensive understanding of these legal principles, coupled with carefully drafted contractual provisions, is essential for effective risk management and legal certainty.Note: This Legal Update / Newsletter is intended for general informational purposes only and should not be construed as legal advice. It is based on laws and legal interpretations in effect as of the date of publication. Laws and regulations may change over time, and their application can vary depending on individual circumstances. Readers are strongly encouraged to seek specific legal counsel before acting on any of the information provided herein.rian and religious purpose in accordance with the law.