A missed delivery, unpaid invoice or defective service can disrupt a business before anyone starts court proceedings. The first legal task is to identify the obligation that was breached, the evidence supporting that allegation and the remedy that would resolve the problem. A lawyer in Dubai can assess these questions alongside the contract, applicable law and dispute resolution clause.
This guide explains the principal considerations for contractual claims governed by UAE federal civil law. Specialist legislation and a different governing law may change the analysis. The dates of the agreement and relevant events also matter because the new Civil Transactions Law took effect on 1 June 2026.
Federal Decree Law No 25 of 2025 replaced the 1985 Civil Transactions Law. Article 4 states that the new law does not apply to preceding facts and acts unless otherwise provided. Articles 6 and 7 contain specific transitional rules for periods after which claims will not be heard. An older agreement therefore requires a careful assessment of the events and applicable provisions.
Read the governing law clause together with the dispute clause. They answer different questions. Selecting UAE law does not, by itself, identify the court or tribunal that may hear the dispute. Check any incorporated terms, later amendments and special rules affecting the transaction before relying on a standard contract template.
Identify the correct contracting entities, the person authorised to sign and the agreed scope of work. Then establish what was due, when it was due and whether any condition had to be satisfied first. A payment that depends on certified completion raises different issues from an unconditional invoice with a fixed due date.
Article 221 requires contractual performance consistent with the contract and good faith. It also recognises obligations arising from law, custom and the nature of the obligation. The written wording matters, but it should be read within its legal and factual setting.
Keep the signed agreement, purchase orders, amendments, delivery records, acceptance certificates and correspondence. Federal Decree Law No 35 of 2022 recognises electronic evidence, including emails and other modern communications. Preserve complete records and attachments, rather than relying only on selected screenshots. Their source, authenticity and context may become disputed.
Check the contract for notice addresses, delivery methods, cure periods and escalation steps. Record when and how a notice was served. Informal complaints may demonstrate dissatisfaction without satisfying every requirement for the proposed remedy.
Under Article 234, where a party to a bilateral contract fails to perform a due obligation, the other party may, after putting the debtor in default, request performance or rescission from the court. Compensation may also be awarded where justified. The court can allow additional time or refuse rescission in the circumstances specified by that provision.
Article 235 permits an agreement for automatic rescission without a court judgment following nonperformance. Such an agreement does not itself remove the notice requirement; exemption from notice must be expressly agreed. Articles 337 and 338 also address notice before compensation and its exceptions. Review the relevant provisions before sending a final termination letter.
Continued performance may be preferable where replacement goods or services are difficult to obtain. Article 331 provides for performance in kind after notice where possible. If that performance would be burdensome to the debtor, the court may, at the debtor's request, limit the creditor to monetary compensation when doing so would not cause the creditor serious harm.
Where termination is justified, consider what must be returned and how incomplete work will be valued. Article 237 provides for restoring the parties to their positions before the contract following dissolution or rescission, with compensation where restoration is impossible. The practical consequences need assessment before an election is made.
Withholding performance also requires care. Article 222 concerns corresponding obligations under bilateral contracts where both obligations are due. It does not give a universal right to stop every payment whenever another dispute arises between the parties.
A claim should explain the alleged breach, the resulting loss and the connection between them. Separate unpaid contractual sums from additional compensation. Include receipts, replacement quotations, accounting records and evidence of steps taken to contain the loss.
Article 339 provides that, where compensation has not been fixed by law or agreement, the court assesses it by reference to actual harm. An estimate of future business opportunities requires careful substantiation. A contractual dispute does not automatically justify every amount demanded in a claim letter.
Article 340 governs compensation agreed in advance. The court may reduce the amount where the debtor proves that it is excessive or that the original obligation was partly performed. Creditor fault can also affect recovery, including eliminating compensation where that fault wholly outweighs the debtor's fault. A creditor may seek more than the agreed amount upon proving fraud or gross fault by the debtor. Contrary agreements are void.
A price increase or supply disruption does not automatically end a contract. Article 224 addresses exceptional general circumstances that could not have been foreseen when contracting and make performance so burdensome that the debtor faces grave loss. After balancing the parties' interests, the court may reduce the obligation to a reasonable level or rescind the contract. Contrary agreements are void.
Article 236 addresses force majeure that makes performance impossible. In a bilateral contract, total impossibility extinguishes the corresponding obligations and the contract dissolves automatically. Partial impossibility and temporary impossibility in continuing contracts have separate statutory consequences. Identify the affected obligation and evidence of the event before assuming that all duties have ended.
Under Article 143 of the Civil Procedure Code, the payment order route must be followed where the creditor's right is established in writing, electronically or on paper, is due, and the claim concerns a specified monetary debt or qualifying movable property, subject to the statutory exceptions. An invoice alone does not establish every condition.
Article 144 requires an initial demand allowing at least five days for payment, served through a method permitted by the Code. The demand must cover at least the right claimed in the petition. The petition must include the debt document and proof of the demand.
An arbitration agreement also requires prompt attention. Under Articles 4 and 7 of Federal Law No 6 of 2018, authority and writing requirements matter. Article 8 requires a defendant relying on arbitration to object before a request or defence on the merits, subject to the statutory conditions.
DIFC Courts jurisdiction needs a separate legal basis. Article 14 of Dubai Law No 2 of 2025 includes express written agreements made through specific and clear provisions. An international transaction alone does not establish jurisdiction.
The DIFC Courts reported 117 Civil and Commercial Division claims with a total claim value of AED 2.6 billion in 2025. The division handles a range of disputes, so these are not counts or values of contract breach claims alone. Claim values also differ from amounts recovered. Jurisdiction and the remedy still need to be established for each agreement.
Before instructing a lawyer in Dubai, prepare a chronology, a calculation of the claim and the documents supporting each item. Include unfavourable material and any counterclaim. Ask about the applicable time limits, required notices, legal fees and likely evidence gaps.
Consider settlement terms and enforcement together. Instalments, security, release wording and consequences of default should be clear. A successful claim may still require further work to collect payment, so the debtor's circumstances belong in the initial assessment.
That depends on the applicable law, contract terms and breach. Notice and an opportunity to remedy may be required. Automatic rescission clauses require particular care because Article 235 preserves notice unless exemption is expressly agreed.
No. Article 340 permits judicial adjustment in defined circumstances. Relevant issues include excessiveness, partial performance, creditor fault and proven fraud or gross fault by the debtor. The clause should be assessed with the evidence.
Seek advice when payment becomes disputed or a contractual deadline approaches. Bring the agreement, invoice, delivery evidence, correspondence and account statement. The review should determine whether payment order conditions apply and what notice is required before filing.
Record the agreement, changes, performance dates, invoices, payments, notices and responses in sequence. Link each event to the complete source document. Identify the obligation said to be breached and explain how the next proposed step follows from the contract and applicable law.
Read the payment or performance obligations, deadlines, security, releases and default consequences together. Identify who is authorised to sign and which claims remain outstanding. Ask how completion will be evidenced and what further formal steps would be required if the agreement is not performed.
Dr. Hassan Elhais is a Senior Legal Consultant at Amal Al Rashedi Lawyers and Legal Consultants in Dubai. He advises on UAE family, civil, commercial and criminal law matters.
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