Introduction
Force majeure clauses have evolved from boilerplate legalese to a strategic lifeline for UAE traders navigating supply chain shocks, regulatory shifts, and global disruptions. Under the Civil Transactions Law, Federal Law No. 5 of 1985 (as amended) and Commercial Transactions Law, Federal Decree-Law No. 50 of 2022, the right to automatic termination, liability protections, and judicial relief can be significant—but only where supported by precise drafting, strong documentation, and proactive mitigation measures.
This article focuses on how businesses can protect those rights and manage commercial disruption effectively under UAE law.
Termination for Impossibility
Article 273 of the Civil Transactions Law establishes the core principle governing force majeure in the UAE. Where force majeure renders contractual performance objectively impossible—not merely difficult or commercially burdensome—reciprocal obligations are extinguished by operation of law (ipso facto), although judicial confirmation may still be required in disputed cases.
In such circumstances, the parties must generally restore benefits received and terminate the contractual relationship without further liability.
For cases involving partial impossibility, Article 273(2) provides greater flexibility. The unaffected party may either:
• Terminate the corresponding obligation only; or
• Seek judicial rescission of the contract in full.
In continuing or long-term contractual relationships, temporary impediments may justify suspension, adjustment, or rescission depending on the severity and duration of the disruption.
These principles operate within the wider framework of the Commercial Transactions Law, which governs commercial activities and trader obligations in the UAE. Similar concepts also arise in sector-specific provisions. For example:
• Article 306 of the Commercial Transactions Law may relieve carriers from liability for cargo loss where force majeure is established;
• Article 179(2) may similarly protect warehouse keepers from liability for damage caused by force majeure events.
However, UAE courts continue to apply a strict legal threshold. To successfully rely on force majeure, the event must generally be:
a. Unforeseeable;
b. Beyond the party’s control; and
c. Truly impossible to overcome—not simply inconvenient or financially burdensome.
Commercial inconvenience or increased cost alone will rarely satisfy this standard.
Accordingly, traders should ensure they maintain sufficient documentary evidence to support any force majeure position, including properly maintained commercial books and records under Articles 25–35 of the Commercial Transactions Law.
Judicial Relief and Liability Protection
In addition to termination rights, UAE law also provides important liability protections where non-performance results from causes beyond a party’s control.
Article 287 of the Civil Transactions Law offers relief where contractual non-performance results from force majeure, external causes, or the act of a third party. This provision reflects the distinction under UAE law between:
• Impossibility under Article 273, where obligations are extinguished; and
• Hardship under Article 249, where the court may adjust obligations rather than terminate the contract.
Under Article 249, courts may intervene where exceptional and unforeseeable circumstances make performance excessively onerous without rendering it impossible. In such cases, the court may reduce obligations to a reasonable level rather than require strict performance.
This distinction is commercially important because not every disruption justifies termination. In some cases, UAE law instead supports preservation of the contractual relationship through judicial adjustment.
The principle of good faith under Article 246 of the Civil Transactions Law further strengthens this framework by requiring parties to act properly and transparently when disruption occurs.
In practice, businesses should provide prompt notice to counterparties through contractual or legally recognised channels, including where applicable under Article 81 of the Commercial Transactions Law. Such notice should include evidence demonstrating:
a. The nature of the disruptive event;
b. Its impact on contractual performance;
c. Mitigation measures undertaken; and
d. Good faith efforts to minimise losses.
Timeliness remains critical. Certain commercial claims remain subject to short statutory limitation periods. For example, Article 319 of the Commercial Transactions Law imposes a six-month limitation period for certain transport-related disputes.
Delays in asserting or preserving rights may therefore materially weaken a party’s legal position.
Where properly documented, these provisions may provide substantial leverage in resolving disputes before formal litigation begins. Commercial books and regularly maintained ledgers may also carry evidentiary weight under Article 35 of the Commercial Transactions Law.
Strategic Contract Drafting
Although UAE legislation already provides a statutory framework for force majeure, carefully drafted contractual clauses remain essential.
A force majeure clause should clearly define:
• The events covered;
• Notice requirements;
• The consequences of disruption; and
• The parties’ obligations during the disruption period.
The clause should also expressly address whether obligations are:
• Suspended;
• Adjusted; or
• Terminated.
Clear drafting reduces ambiguity and strengthens enforceability in disputes.
Documentation
Documentation is often decisive in force majeure disputes.
A party seeking to rely on force majeure should maintain complete records evidencing:
• The occurrence of the event;
• Its impact on performance; and
• The mitigation measures taken.
Such evidence is frequently central to proving that the non-performance resulted from circumstances genuinely beyond the party’s control.
Relevant records may include:
• Formal notices exchanged with counterparties;
• Supplier and logistics correspondence;
• Shipping and customs documentation;
• Internal operational records; and
• Evidence of mitigation efforts such as alternative sourcing or rerouting.
Properly maintained commercial records can significantly strengthen a party’s evidentiary position before courts or arbitral tribunals.
Practical Insight from Recent Case Law
Recent decisions of the Dubai Court of Cassation demonstrate that force majeure is assessed through evidence, causation, and absence of fault—not through general assertions alone.
DCC 505/2025
In DCC 505/2025, the Dubai Court of Cassation reaffirmed that force majeure requires proof of an unforeseeable and unavoidable event rendering performance objectively impossible.
The carrier’s force majeure defence failed because it could not properly substantiate the alleged external event. Although the carrier argued that external conditions caused cargo damage, it failed to produce:
• A certified maritime protest from the relevant port; and
• Properly authenticated supporting documents.
The expert report instead established that the damage resulted from the carrier’s own failure to comply with professional transport standards.
Because fault was established and causation was not proven, the force majeure defence was rejected.
DCC 1586/2025
By contrast, in DCC 1586/2025, the Dubai Court of Cassation accepted force majeure in connection with the April 2024 floods in Dubai.
The Court found that the rainfall constituted an exceptional and extraordinary event that directly caused the relevant damage. Because the event was both unforeseeable and beyond the parties’ control, fault was negated and liability did not arise.
The decision demonstrates that UAE courts are willing to uphold force majeure protections where supported by clear evidence establishing causation and absence of negligence.
Key Takeaways for UAE Businesses
Businesses operating in the UAE should treat force majeure not as a boilerplate clause, but as a critical commercial risk-management tool.
Practical steps include:
• Reviewing and strengthening force majeure clauses;
• Maintaining robust commercial documentation;
• Implementing internal incident reporting procedures;
• Providing timely contractual notices; and
• Taking active mitigation measures during disruptions.
The ability to rely successfully on force majeure often depends less on the occurrence of the event itself and more on the quality of the contractual framework and documentary evidence supporting the claim.
How KH Legal Can Assist
At KH Legal, we advise clients on:
• Drafting and negotiating force majeure clauses;
• Commercial dispute resolution and enforcement;
• Contract termination and judicial relief claims;
• UAE transport and trade disputes;
• Risk management and mitigation strategies; and
• Litigation and arbitration involving commercial disruption.
For further advice regarding force majeure protections or commercial disputes in the UAE, please contact our team.
If you require further clarification or legal assistance concerning the matters discussed in this article, please do not hesitate to contact Kh legal Advocates & Legal Consultants LLC. Our lawyers would be happy to assist you.
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