Author: Umashankar Mani
Under UAE Civil Transactions law, force majeure operates as a legal mechanism that releases a party from its contractual obligations when performance becomes impossible due to an external event beyond its control. This principle is codified under Federal Law No. 5 of 1985 (the "Old Civil Transactions Law") and is retained, in substance, under Federal Decree Law No. 25 of 2025 (the "New Civil Transaction Law").
While both regimes clearly set out when force majeure applies and its legal consequences, neither law expressly requires a party to issue notice in order to rely on it. However, from a practical and judicial perspective, the role of notice cannot be ignored. Courts in the UAE tend to assess force majeure not only as a legal concept but also through the conduct of the parties, including how promptly and transparently they reacted to the disruptive event.
Accordingly, even though notice is not a statutory condition, it often becomes critical in determining whether a force majeure defense will succeed.
The New Civil Transactions Law preserves this framework. The corresponding provisions Article 236 “If a force majeure supervenes which renders performance of the obligation impossible, the corresponding obligation shall be extinguished and the contract shall be automatically rescinded." This mirrors Article 273 and confirms that the automatic (ipso facto) operation of force majeure is retained under the new regime. There is no introduction of any procedural condition such as prior notice. Article 248 states about no liability on the either party if the damage arose from an external cause, and Article 224 states about hardship as similar to the Old Civil Transactions Law and retains the same legal effect, without introducing any procedural requirement such as notice.
Further, the only provisions in the Civil Code that expressly deal with notice relate to default. Under Article 387 of the Old Civil Transactions Law and Articles 337 and 338 of The New Civil Transactions Law, a debtor must generally be notified to be placed in default, "Unless otherwise provided in the law or stipulated in the contract, damages are not due unless the debtor has been formally summoned".
However, Article 388 of the Old Civil Transactions Law clarifies that such notice is not required where performance has become impossible, which directly covers force majeure situations.
Therefore, as a matter of statute, force majeure operates automatically upon proof of impossibility and does not depend on prior notice.
First, the party invoking force majeure must prove that the event was external, unforeseeable, and directly caused the non-performance. This evidentiary burden reflected in general principles such as Article 113 of the Old Civil Transactions Law requires clear and contemporaneous proof. In reality, timely notice often becomes the first and most reliable record showing when the event occurred and how it affected performance.
Secondly, UAE law imposes a duty of good faith in contractual performance Article 246 of the Old Civil Transactions Law and its equivalent Article 221 under the New Civil Transactions Law. In simple terms, this means parties must act honestly and reasonably with each other. In a force majeure situation, this translates into informing the other party promptly about the disruption. Failure to communicate may not legally invalidate the defense, but it can weaken it by suggesting lack of diligence or transparency.
"In this way, notice becomes less of a legal requirement and more of a practical necessity".
UAE law gives strong weight to contractual terms. Both under established principles and the New Civil Transactions Law Article 113(2), a valid contract is treated as binding “private law” between the parties.
As a result, where a contract requires notice, courts generally enforce it strictly. If a party fails to comply with the agreed notice procedure, it may lose the right to rely on force majeure, even if the event itself qualifies under the law.
In such cases, notice is not merely procedural; it becomes a decisive condition for relief.
Therefore, failure to notify may be seen as inconsistent with accepted commercial conduct, further weakening a force majeure claim.
Issue:
Whether the cancellation of the event constituted force majeure under Article 273, and what effect this had on obligations already performed.
Judgment:
The Court held that the cancellation of the festival constituted a foreign cause rendering performance of the remaining obligations impossible, thereby triggering Article 273 and resulting in automatic rescission of the contract. However, it clarified that such impossibility operates prospectively, and obligations already performed such as preparatory work remain payable.
Observation:
The Court further indicated that rescission operates where the debtor has knowledge of the impossibility. Although notice was not expressly discussed, this emphasis on “knowledge” highlights that force majeure is closely linked to awareness and timing. In practical terms, such awareness can only be demonstrated through communication, reinforcing the importance of timely notice in evidencing the defense.
Issue:
Whether the rainfall constituted a foreign cause sufficient to exclude liability, and whether the service provider had taken adequate preventive measures.
Judgment:
The Court rejected the force majeure defense, holding that the rainfall was foreseeable in light of prior public warnings and that the service provider failed to take appropriate preventive measures commensurate with the circumstances. The Court also found that the defendant had not acted with the level of care expected, particularly given the value of the asset under its custody.
Observation:
The Court emphasised that once a party becomes aware of a potential disruptive event, it must act promptly and take adequate precautions. It also noted delays in informing the owner and lack of transparency regarding the damage. This case clearly demonstrates that force majeure is assessed not only on the nature of the event but also on the timing of the party’s response and its communication. While notice is not a formal requirement, delayed or inadequate communication can undermine the defense.
Issue:
Whether the rainfall met the legal threshold of force majeure under Article 287, particularly in terms of foreseeability and preventability.
Judgment:
The Court reaffirmed that for an event to qualify as force majeure, it must be exceptional, unforeseeable, and impossible to avert. It closely examined expert reports, historical rainfall data, and the intensity of the event before concluding that the rainfall reached the threshold required to constitute force majeure.
Observation:
The Court’s analysis demonstrates the fact-intensive nature of force majeure claims. It focuses on what could reasonably have been anticipated and how a prudent party should have responded. Although notice is not expressly addressed, the decision highlights that the timing of knowledge, availability of information, and reaction to the event are critical elements that are typically evidenced through contemporaneous communication.
Issue:
Whether the carrier had sufficiently established the existence of force majeure to exclude liability.
Judgment:
The Court rejected the defense, holding that the carrier failed to provide adequate documentary evidence to support its claim. In particular, the absence of a properly certified maritime protest and supporting documentation was fatal to the defense.
Observation:
This case highlights the strict evidentiary standard applied by UAE courts in force majeure claims. It makes clear that merely asserting an external event is insufficient; it must be properly documented and substantiated. In practical terms, such documentation is often generated through timely reporting and communication, again reinforcing the functional importance of notice.
Issue:
Whether the existence of underground utilities and the resulting stoppage order amounted to a foreign cause relieving the contractor from liability.
Judgment:
The Court upheld the finding of force majeure, concluding that the obstruction constituted an external cause beyond the contractor’s control and rendered performance impossible. The contract was therefore terminated, and the contractor was not held liable for delay or non-performance.
Observation:
The Court relied heavily on expert findings and, importantly, on the sequence of events and communications with the authorities, including requests and follow-ups regarding removal of the obstruction. This demonstrates that force majeure is assessed through a structured timeline of events. While notice is not formally required, the existence of clear and recorded communication played a significant role in establishing the defense.
In both the 1985 and 2025 Civil Transactions Laws, force majeure operates as a substantive legal right that arises automatically upon proof of impossibility, without any statutory requirement of notice. However, in practice, the success of a force majeure defense depends heavily on evidence, conduct, and contractual compliance.
Judicial decisions consistently show that courts focus on timing, awareness, and documented response to events. In this context, notice becomes a critical tool, not because the law mandates it, but because it enables a party to prove its case.
Accordingly, while notice is not a formal legal requirement for invoking force majeure under UAE law, it functions as a practical necessity in establishing the defense and ensuring its acceptance by the courts.
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.
Under UAE Civil Transactions law, force majeure operates as a legal mechanism that releases a party from its contractual obligations when performance becomes impossible due to an external event beyond its control. This principle is codified under Federal Law No. 5 of 1985 (the "Old Civil Transactions Law") and is retained, in substance, under Federal Decree Law No. 25 of 2025 (the "New Civil Transaction Law").
While both regimes clearly set out when force majeure applies and its legal consequences, neither law expressly requires a party to issue notice in order to rely on it. However, from a practical and judicial perspective, the role of notice cannot be ignored. Courts in the UAE tend to assess force majeure not only as a legal concept but also through the conduct of the parties, including how promptly and transparently they reacted to the disruptive event.
Accordingly, even though notice is not a statutory condition, it often becomes critical in determining whether a force majeure defense will succeed.
Statutory Position and No Express Requirement of Notice:
Under Article 273 of the Old Civil Transactions Law, if performance becomes impossible due to a force majeure event, the corresponding obligation is extinguished and the contract is automatically rescinded. The expression “automatically rescinded” reflects what is often described as an ipso facto effect, meaning that the contract is terminated by operation of law itself upon the occurrence of impossibility, without the need for any further action, election, or notice by either party. This operates alongside Article 287 which excludes liability on a party or parties for the damages arose from an external causes and Article 249 which deals with hardship where performance becomes excessively onerous rather than impossible, due to exceptional and unforeseeable circumstances. In such cases, the court may intervene to restore contractual equilibrium by reducing the obligation to a reasonable level, rather than terminating the contract.The New Civil Transactions Law preserves this framework. The corresponding provisions Article 236 “If a force majeure supervenes which renders performance of the obligation impossible, the corresponding obligation shall be extinguished and the contract shall be automatically rescinded." This mirrors Article 273 and confirms that the automatic (ipso facto) operation of force majeure is retained under the new regime. There is no introduction of any procedural condition such as prior notice. Article 248 states about no liability on the either party if the damage arose from an external cause, and Article 224 states about hardship as similar to the Old Civil Transactions Law and retains the same legal effect, without introducing any procedural requirement such as notice.
Further, the only provisions in the Civil Code that expressly deal with notice relate to default. Under Article 387 of the Old Civil Transactions Law and Articles 337 and 338 of The New Civil Transactions Law, a debtor must generally be notified to be placed in default, "Unless otherwise provided in the law or stipulated in the contract, damages are not due unless the debtor has been formally summoned".
However, Article 388 of the Old Civil Transactions Law clarifies that such notice is not required where performance has become impossible, which directly covers force majeure situations.
Therefore, as a matter of statute, force majeure operates automatically upon proof of impossibility and does not depend on prior notice.
Why Notice Still Becomes Important in Practice:
Although the law does not require notice, the practical application of force majeure depends heavily on evidence, conduct, and contractual compliance.First, the party invoking force majeure must prove that the event was external, unforeseeable, and directly caused the non-performance. This evidentiary burden reflected in general principles such as Article 113 of the Old Civil Transactions Law requires clear and contemporaneous proof. In reality, timely notice often becomes the first and most reliable record showing when the event occurred and how it affected performance.
Secondly, UAE law imposes a duty of good faith in contractual performance Article 246 of the Old Civil Transactions Law and its equivalent Article 221 under the New Civil Transactions Law. In simple terms, this means parties must act honestly and reasonably with each other. In a force majeure situation, this translates into informing the other party promptly about the disruption. Failure to communicate may not legally invalidate the defense, but it can weaken it by suggesting lack of diligence or transparency.
"In this way, notice becomes less of a legal requirement and more of a practical necessity".
Contractual Force Majeure: Notice as a Condition Precedent:
In commercial contracts, force majeure is usually governed by detailed clauses that include strict notice requirements, such as notifying within a specific number of days and providing supporting details.UAE law gives strong weight to contractual terms. Both under established principles and the New Civil Transactions Law Article 113(2), a valid contract is treated as binding “private law” between the parties.
As a result, where a contract requires notice, courts generally enforce it strictly. If a party fails to comply with the agreed notice procedure, it may lose the right to rely on force majeure, even if the event itself qualifies under the law.
In such cases, notice is not merely procedural; it becomes a decisive condition for relief.
Commercial Practice and Implied Expectation of Notice:
In industries such as construction and logistics, it is standard practice to notify disruptions immediately. Courts may treat such practices as implied obligations, even if not expressly written in the contract.Therefore, failure to notify may be seen as inconsistent with accepted commercial conduct, further weakening a force majeure claim.
Judicial Approach: Case Law Analysis:
- UAE Federal Supreme Court Case No. 146/2008 Facts:
Issue:
Whether the cancellation of the event constituted force majeure under Article 273, and what effect this had on obligations already performed.
Judgment:
The Court held that the cancellation of the festival constituted a foreign cause rendering performance of the remaining obligations impossible, thereby triggering Article 273 and resulting in automatic rescission of the contract. However, it clarified that such impossibility operates prospectively, and obligations already performed such as preparatory work remain payable.
Observation:
The Court further indicated that rescission operates where the debtor has knowledge of the impossibility. Although notice was not expressly discussed, this emphasis on “knowledge” highlights that force majeure is closely linked to awareness and timing. In practical terms, such awareness can only be demonstrated through communication, reinforcing the importance of timely notice in evidencing the defense.
- Dubai Court of Cassation, Appeal No. 33/2026 Facts:
Issue:
Whether the rainfall constituted a foreign cause sufficient to exclude liability, and whether the service provider had taken adequate preventive measures.
Judgment:
The Court rejected the force majeure defense, holding that the rainfall was foreseeable in light of prior public warnings and that the service provider failed to take appropriate preventive measures commensurate with the circumstances. The Court also found that the defendant had not acted with the level of care expected, particularly given the value of the asset under its custody.
Observation:
The Court emphasised that once a party becomes aware of a potential disruptive event, it must act promptly and take adequate precautions. It also noted delays in informing the owner and lack of transparency regarding the damage. This case clearly demonstrates that force majeure is assessed not only on the nature of the event but also on the timing of the party’s response and its communication. While notice is not a formal requirement, delayed or inadequate communication can undermine the defense.
- Dubai Court of Cassation, Appeal No. 1616/2025 Facts:
Issue:
Whether the rainfall met the legal threshold of force majeure under Article 287, particularly in terms of foreseeability and preventability.
Judgment:
The Court reaffirmed that for an event to qualify as force majeure, it must be exceptional, unforeseeable, and impossible to avert. It closely examined expert reports, historical rainfall data, and the intensity of the event before concluding that the rainfall reached the threshold required to constitute force majeure.
Observation:
The Court’s analysis demonstrates the fact-intensive nature of force majeure claims. It focuses on what could reasonably have been anticipated and how a prudent party should have responded. Although notice is not expressly addressed, the decision highlights that the timing of knowledge, availability of information, and reaction to the event are critical elements that are typically evidenced through contemporaneous communication.
- Dubai Court of Cassation, Appeal No. 505/2025 Facts:
Issue:
Whether the carrier had sufficiently established the existence of force majeure to exclude liability.
Judgment:
The Court rejected the defense, holding that the carrier failed to provide adequate documentary evidence to support its claim. In particular, the absence of a properly certified maritime protest and supporting documentation was fatal to the defense.
Observation:
This case highlights the strict evidentiary standard applied by UAE courts in force majeure claims. It makes clear that merely asserting an external event is insufficient; it must be properly documented and substantiated. In practical terms, such documentation is often generated through timely reporting and communication, again reinforcing the functional importance of notice.
- Abu Dhabi Court of Cassation, Appeal No. 207/2026 Facts:
Issue:
Whether the existence of underground utilities and the resulting stoppage order amounted to a foreign cause relieving the contractor from liability.
Judgment:
The Court upheld the finding of force majeure, concluding that the obstruction constituted an external cause beyond the contractor’s control and rendered performance impossible. The contract was therefore terminated, and the contractor was not held liable for delay or non-performance.
Observation:
The Court relied heavily on expert findings and, importantly, on the sequence of events and communications with the authorities, including requests and follow-ups regarding removal of the obstruction. This demonstrates that force majeure is assessed through a structured timeline of events. While notice is not formally required, the existence of clear and recorded communication played a significant role in establishing the defense.
Conclusion
In both the 1985 and 2025 Civil Transactions Laws, force majeure operates as a substantive legal right that arises automatically upon proof of impossibility, without any statutory requirement of notice. However, in practice, the success of a force majeure defense depends heavily on evidence, conduct, and contractual compliance.
Judicial decisions consistently show that courts focus on timing, awareness, and documented response to events. In this context, notice becomes a critical tool, not because the law mandates it, but because it enables a party to prove its case.
Accordingly, while notice is not a formal legal requirement for invoking force majeure under UAE law, it functions as a practical necessity in establishing the defense and ensuring its acceptance by the courts.
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.