Civil Law and UAE ADGM Jurisdiction Scope

1. Introduction

The Abu Dhabi Global Market (ADGM) is a financial free zone within Abu Dhabi, but its courts operate through a distinctive legal framework that differs substantially from the ordinary UAE federal civil-law system.

ADGM has its own:

• courts;
• civil and commercial legislation;
• procedural rules;
• financial-services regulations;
• arbitration framework;
• company and insolvency legislation; and
• directly applicable English common law and principles of equity.

The jurisdiction of the ADGM Courts is therefore not simply a geographical question. It involves several separate questions:

1. Is the dispute civil or commercial?
2. Does the dispute fall within a statutory ADGM jurisdictional category?
3. Is there an ADGM entity, authority or establishment involved?
4. Have the parties expressly opted into ADGM Courts?
5. Does the dispute concern ADGM real property?
6. Is the dispute an appeal from an ADGM authority?
7. Is another court or tribunal given exclusive jurisdiction?
8. What law governs the substantive dispute?

ADGM's current framework expressly permits an "opt-in" jurisdiction, meaning parties with no ordinary connection to ADGM can in appropriate circumstances agree in writing to have their civil or commercial dispute determined by the ADGM Courts.

2. Legal Foundation of ADGM Jurisdiction

ADGM was established under Abu Dhabi Law No. 4 of 2013, commonly called the ADGM Founding Law.

The ADGM Courts Regulations and Rules were enacted in 2015. ADGM's current court framework consists principally of:

• ADGM Courts Regulations;
• ADGM Court Procedure Rules;
• Practice Directions;
• ADGM legislation;
• the ADGM Founding Law; and
• the Application of English Law Regulations 2015.

ADGM itself describes its legal system as applying English common law, including the rules and principles of equity, together with relevant English statutes.

This makes ADGM fundamentally different from the ordinary UAE onshore civil-law courts.

3. ADGM Courts Are UAE Courts but Have a Distinct Legal System

An important distinction is that ADGM Courts are part of the judicial system of the Emirate of Abu Dhabi, rather than being foreign courts.

At the same time, they administer a specialized ADGM legal framework.

Thus:

ADGM is within the UAE, but ADGM law is not simply the UAE Federal Civil Transactions Law.

ADGM's own regulations provide the legal foundation for its courts, while English common law has a particularly important role in substantive and procedural matters.

The ADGM Courts Regulations state that the courts are courts of the Emirate and exercise jurisdiction according to the Founding Law and ADGM regulations.

4. Main Categories of ADGM Court Jurisdiction

A. Civil and Commercial Jurisdiction

The Court of First Instance has jurisdiction over civil and commercial disputes falling within the jurisdiction established by the Founding Law and ADGM legislation.

This includes disputes involving:

• commercial contracts;
• companies;
• shareholders;
• financial transactions;
• banking;
• investment;
• commercial fraud;
• torts;
• professional liability;
• insolvency;
• employment matters falling within ADGM jurisdiction;
• commercial property;
• ADGM-regulated businesses.

ADGM Courts are divided into specialized divisions, including:

• Commercial and Civil Division;
• Real Property Division;
• Employment Division;
• Small Claims Division.

5. Jurisdiction Based on an ADGM Connection

A major jurisdictional category concerns claims or disputes involving ADGM.

The statutory concept is broader than merely asking whether one party is physically located inside ADGM.

This was important in Union Properties PJSC v Trinkler & Partners Ltd [2023] ADGMCFI 0009.

The Court held that the word "involving" in the jurisdictional provision should be given a sufficiently broad meaning to give practical effect to claims or disputes involving:

• ADGM;
• an ADGM Authority; or
• an ADGM Establishment.

This principle was subsequently discussed and applied in later jurisdiction cases.

Significance

A party cannot necessarily defeat ADGM jurisdiction merely by arguing:

"I am not an ADGM company."

The court examines the substance of the connection between the dispute and ADGM.

6. Opt-In Jurisdiction

One of the most distinctive features of ADGM is its opt-in jurisdiction.

Following amendments to Article 13 of the Founding Law, parties without a conventional ADGM connection can agree to have their civil or commercial dispute determined by ADGM Courts.

The official ADGM guidance expressly confirms that Articles 13(8) and 13(9) establish ADGM as an opt-in jurisdiction.

The court's jurisdiction can also arise from a written request by the parties under the ADGM Courts Regulations.

Example

A company in:

• Dubai,

and another company in:

• London,

may, subject to the applicable jurisdictional requirements, agree that their commercial dispute should be determined by ADGM Courts.

Therefore:

ADGM connection + jurisdiction

is not the only possible route.

There can also be:

party agreement + ADGM jurisdiction.

7. No General Criminal Jurisdiction

ADGM Courts do not possess general criminal jurisdiction.

The ADGM Courts Regulations expressly exclude criminal proceedings from their jurisdiction. They also exclude proceedings challenging arrests or detention carried out pursuant to applicable Federal law.

Accordingly, ADGM Courts principally concern:

• civil disputes;
• commercial disputes;
• certain regulatory matters;
• employment;
• property;
• insolvency;
• arbitration-related proceedings.

They are not a general criminal court.

8. Family, Estate and Inheritance Matters

ADGM Courts do not generally exercise jurisdiction over:

• family disputes;
• inheritance;
• estates.

The official ADGM Courts FAQ expressly identifies criminal, family, estate and inheritance disputes as outside their jurisdiction.

This is important because the existence of an ADGM company or individual does not automatically bring every dispute concerning that person into ADGM Courts.

9. Real Property Jurisdiction

ADGM has a specialized Real Property Division.

Its jurisdiction includes specified disputes involving:

• ownership;
• leasehold;
• security interests;
• mortgages;
• easements;
• caveats;
• covenants;
• possession;
• sale of real property;
• construction disputes affecting an interest in real property.

The current jurisdictional rules also interact with the ADGM Real Property Regulations, Off-Plan Development Regulations and Strata Title Regulations.

Thus, property disputes must be examined carefully rather than simply filed in the Commercial and Civil Division.

10. Jurisdiction Over ADGM Authorities

ADGM Courts also have jurisdiction over appeals from decisions of ADGM authorities where the applicable statutory framework provides for such judicial review or appeal.

This is particularly significant in financial regulation.

For example, disputes may arise concerning:

• Financial Services Regulatory Authority decisions;
• regulatory enforcement;
• licensing;
• financial-market regulation;
• corporate regulatory matters.

The jurisdiction therefore serves both private commercial litigation and aspects of public/regulatory law within ADGM.

11. Governing Law and Jurisdiction Are Different Questions

This is one of the most important principles.

Jurisdiction asks:

Which court has authority to decide the dispute?

Governing law asks:

Which substantive law should the court apply?

These are not necessarily the same.

For example:

• ADGM Courts may have jurisdiction;
• but UAE law may govern a particular issue;
• English law may govern a contract;
• Swiss law may govern another issue;
• foreign law may govern a tort under applicable conflict-of-laws principles.

The ADGM Court therefore may sometimes be required to determine a dispute under UAE law even though it is sitting as an ADGM court.

12. At Least 6 Important Case Laws

Case 1: Union Properties PJSC v Trinkler & Partners Ltd [2023] ADGMCFI 0009

Principle

This is one of the leading ADGM jurisdiction cases.

The dispute involved numerous defendants and allegations including conspiracy. One defendant challenged ADGM jurisdiction.

The Court examined Article 13(7)(a) of the Founding Law and considered what it means for a dispute to "involve" an ADGM establishment.

Justice Sir Andrew Smith adopted a relatively broad interpretation of "involving".

Importance

The case establishes that:

Party status alone is not necessarily determinative of ADGM jurisdiction.

The court can consider the substantive connection between the claim and ADGM.

This is particularly important for:

• group companies;
• conspiracies;
• multi-party commercial disputes;
• claims involving ADGM entities;
• financial transactions.

The principle was subsequently considered in ADCB v Manghat and Al Ayar v Klinkhamer.

Case 2: Al Ayar v Klinkhamer [2024] ADGMCFI 0002

Principle

This case considered the scope of Article 13(7)(a) jurisdiction.

Justice William Stone considered the reasoning in Union Properties v Trinkler concerning the meaning of "involving".

The Court agreed that the mere question of whether a particular party has formal status as an ADGM entity is not necessarily decisive.

However, on the facts of the case, the Court concluded that the relevant claim did not fall within Article 13(7)(a).

Importance

This case demonstrates an important limitation:

A broad interpretation of ADGM jurisdiction does not mean unlimited jurisdiction.

There must still be a legally sufficient connection between the claim and the jurisdictional provision.

This creates a useful two-stage test:

Broad interpretation of "involving" → followed by factual examination of the actual connection.

Case 3: Abu Dhabi Commercial Bank PJSC v Prasanth Manghat [2024] ADGMCFI 0010

This is another major jurisdictional decision.

Issue

The Court considered whether it had jurisdiction to join Dr Shetty as a defendant in proceedings involving claims connected with an ADGM entity.

The judgment carefully examined:

• Article 13(7)(a);
• Article 13(7)(d);
• ADGM Court Procedure Rules;
• the meaning of "involving";
• whether party status is determinative;
• the relationship between jurisdiction and procedural rules.

Principle

The Court emphasized that jurisdiction must be determined by interpreting the relevant statutory provisions in their overall statutory context and purpose.

It also clarified that service of proceedings is not itself the source of ADGM jurisdiction in the same manner that service may operate in English jurisdictional law.

The presence of a defendant within ADGM therefore does not automatically establish jurisdiction.

Importance

This is extremely important for international litigation.

It means:

Physical presence ≠ automatic ADGM jurisdiction.

The claimant must identify the statutory jurisdictional basis.

Case 4: A6 v B6 [2023] ADGMCFI 0005

Principle

This case concerned an application to set aside an arbitral award made in an ICC arbitration.

The dispute raised an unusual jurisdictional question because the arbitration was not straightforwardly an ADGM-seated arbitration.

The ADGM Court considered:

• Article 13(8) of the Founding Law;
• the ADGM Arbitration Regulations;
• the Federal Arbitration Law;
• the relationship between ADGM Courts and Abu Dhabi Judicial Department courts;
• the jurisdiction to supervise/set aside an arbitral award.

The case arose after the Abu Dhabi Court of Appeal concluded that it lacked jurisdiction and that ADGM Courts had jurisdiction because the ICC branch was located in ADGM; the Abu Dhabi Court of Cassation subsequently upheld that conclusion.

Importance

The case demonstrates that ADGM jurisdiction extends into arbitration-related judicial supervision where the relevant statutory framework assigns that function to ADGM Courts.

It also demonstrates that jurisdictional boundaries between:

• ADGM Courts;
• Abu Dhabi Judicial Department courts; and
• arbitral tribunals

must be determined by legislation rather than assumptions based merely on geography.

Case 5: Abu Dhabi Commercial Bank v NMC Healthcare Ltd [2021] ADGMCFI 0006

This litigation forms part of the extensive NMC Healthcare proceedings before ADGM Courts.

Principle

The case illustrates the importance of ADGM jurisdiction over corporate and insolvency matters involving ADGM companies and structures.

NMC-related litigation involved:

• insolvency;
• corporate structures;
• directors;
• banking claims;
• administration;
• cross-border proceedings.

ADGM Courts have jurisdiction under their insolvency framework over relevant ADGM insolvency matters.

Importance

The case demonstrates that ADGM jurisdiction is particularly significant for complex corporate groups.

A corporate group may have:

• UAE companies;
• ADGM companies;
• foreign subsidiaries;
• foreign creditors;
• foreign administrators.

The existence of an ADGM company can therefore create an important jurisdictional centre for connected insolvency proceedings.

Case 6: Abu Dhabi Commercial Bank PJSC v Manghat — Directions Application [2023] ADGMCFI 0025

Principle

This decision concerned coordinated management of multiple proceedings involving overlapping allegations.

The Court considered:

• related proceedings;
• risks of inconsistent decisions;
• disclosure;
• joint trial;
• procedural management.

The Court ordered coordinated management of the relevant proceedings.

Importance

Although primarily procedural rather than a pure jurisdiction case, it demonstrates the practical scope of ADGM Courts in managing complex multi-party and multi-proceeding commercial litigation.

Jurisdiction therefore cannot be understood merely as a binary question of whether a court can hear a case.

It also includes the court's ability to:

• consolidate or coordinate proceedings where permitted;
• control disclosure;
• manage complex litigation;
• prevent inconsistent findings.

Case 7: Union Properties PJSC & Anor v Trinkler & Partners Ltd & Others [2026] ADGMCFI 0010

This later judgment demonstrates the continuing importance of the Union Properties litigation.

The 2026 proceedings involved claims including:

• deceit;
• negligent misstatement;
• dishonest assistance;
• unlawful-means conspiracy;
• directors' duties;
• financial-services claims;
• settlement issues.

The judgment also illustrates the interaction between ADGM law and UAE law. For example, certain directors' duties were governed by UAE law, while FSMR claims were governed by ADGM law. The Court also dealt with conflict-of-laws principles concerning tortious claims.

Importance

This case is particularly useful for understanding modern ADGM jurisdiction because it shows that:

One ADGM proceeding may contain claims governed by different substantive legal systems.

Thus:

forum ≠ governing law.

13. ADGM and UAE Onshore Courts: Comparison

14. ADGM Jurisdiction and Arbitration

ADGM's jurisdiction must also be distinguished from arbitral jurisdiction.

The ADGM Arbitration Regulations are based substantially on the UNCITRAL Model Law framework.

An arbitration seated in ADGM is not simply an ordinary court proceeding.

The tribunal determines the merits, while ADGM Courts may exercise judicial functions provided by the Arbitration Regulations, such as:

• interim judicial assistance;
• appointment-related functions;
• enforcement;
• setting-aside applications where applicable;
• other supervisory functions.

The A6 v B6 litigation illustrates the importance of determining which court has authority over an arbitration-related application.

15. ADGM Jurisdiction and Foreign Parties

ADGM is designed for international commercial disputes.

Therefore, parties may include:

• UAE companies;
• foreign companies;
• banks;
• investment funds;
• directors;
• shareholders;
• international financial institutions.

A foreign party does not automatically fall outside ADGM jurisdiction.

Likewise, a foreign party does not automatically fall within it.

The court must identify a valid jurisdictional basis.

Possible bases include:

1. statutory ADGM connection;
2. ADGM entity involvement;
3. ADGM authority involvement;
4. written opt-in;
5. contractual jurisdiction agreement where legally effective;
6. real property connection;
7. regulatory jurisdiction;
8. arbitration-related statutory jurisdiction.

16. Jurisdiction Clauses in Contracts

A contract may contain a clause such as:

"The courts of ADGM shall have exclusive jurisdiction."

Such a clause can be extremely important.

However, parties should not assume that inserting "ADGM Courts" automatically resolves every jurisdictional issue.

The court may need to consider:

• whether the clause is valid;
• whether it covers the particular dispute;
• whether it is exclusive or non-exclusive;
• whether another court has mandatory/exclusive jurisdiction;
• whether the claim falls within the permissible opt-in framework;
• whether the relevant parties agreed to it;
• whether the dispute concerns a subject excluded from ADGM jurisdiction.

17. ADGM Jurisdiction and Foreign Governing Law

Suppose a contract provides:

Jurisdiction: ADGM Courts
Governing law: UAE law.

This is legally possible in principle.

The ADGM Court may then:

1. determine that it has jurisdiction;
2. apply the contractual choice of UAE law;
3. interpret the relevant UAE statutory provisions;
4. use appropriate evidence and submissions concerning UAE law.

The reverse is also conceivable:

ADGM jurisdiction + English governing law.

The court would then apply the relevant ADGM rules and English-law principles.

18. Conflict of Laws

ADGM's adoption of English common law has an important consequence: its conflict-of-laws rules may draw from English private international law.

The Union Properties 2026 judgment illustrates this.

The Court referred to the ADGM adoption of provisions of the UK's Private International Law (Miscellaneous Provisions) Act 1995, including rules concerning the law applicable to torts.

The Court concluded that the law of the country where the most significant elements of the relevant tort occurred could govern the issue.

Therefore, an ADGM case can involve:

ADGM forum + foreign governing law + international facts.

19. Jurisdictional Boundaries

ADGM's broad commercial jurisdiction should not be confused with unlimited jurisdiction.

Important boundaries include:

A. Criminal matters

Outside the ordinary jurisdiction of ADGM Courts.

B. Family disputes

Generally outside ADGM Courts.

C. Estates and inheritance

Generally outside ADGM Courts.

D. Certain real-property matters

Must be brought within the specialized jurisdictional framework.

E. Regulatory matters

Depend on the relevant ADGM legislation and authority.

F. Arbitration

Depends upon the applicable arbitration legislation and seat.

20. The Meaning of "Jurisdictional Nexus"

A useful concept for understanding ADGM is the jurisdictional nexus.

A nexus means a legally relevant connection between:

the dispute ↔ ADGM.

Examples include:

• an ADGM company;
• an ADGM authority;
• ADGM-regulated activity;
• ADGM real property;
• an ADGM arbitration;
• written opt-in;
• a statutory ADGM cause of action.

The nexus need not always be purely geographical.

This is why Union Properties v Trinkler and ADCB v Manghat are so important.

21. Practical Jurisdictional Test

Before commencing proceedings in ADGM Courts, a claimant should ask:

Step 1

What is the precise cause of action?

Step 2

Is it civil/commercial rather than criminal or excluded family/estate litigation?

Step 3

Which Article 13 jurisdictional category applies?

Step 4

Is an ADGM entity, authority or establishment involved?

Step 5

Is there a valid written opt-in?

Step 6

Does the contract contain an ADGM jurisdiction clause?

Step 7

Is the dispute connected with ADGM real property?

Step 8

Is the dispute connected with an ADGM regulatory or insolvency regime?

Step 9

Is there an arbitration agreement?

Step 10

Which law governs the underlying dispute?

This analysis should be completed before treating ADGM as the appropriate forum.

22. ADGM Jurisdiction and Access to Justice

ADGM's jurisdictional design is intended to provide an internationally recognizable commercial forum.

Its use of:

• English language;
• common-law reasoning;
• electronic filing;
• sophisticated procedural rules;
• experienced international judges;
• commercial divisions;
• arbitration support

makes it attractive for international businesses.

The official framework also emphasizes enforceability, certainty, independence and access to justice.

23. Importance for Civil Law

Although ADGM is based heavily on common law, it is important in the broader study of UAE civil law because it creates a form of legal pluralism within the UAE.

The UAE therefore contains different legal environments:

Federal/onshore civil-law system

Based substantially on codified civil-law legislation.

DIFC

A separate financial free-zone common-law jurisdiction.

ADGM

Another financial free-zone jurisdiction using English common law and ADGM legislation.

This means a commercial transaction in the UAE may involve questions concerning three different legal environments.

24. Key Principles From the Case Law

The leading cases establish several important propositions:

1. ADGM jurisdiction is statutory.
2. The word "involving" may receive a broad interpretation.
3. Formal party status is not always decisive.
4. A sufficient legal connection with ADGM must nevertheless exist.
5. Physical presence of a defendant does not automatically establish jurisdiction.
6. Written opt-in provides an important independent jurisdictional route.
7. ADGM Courts can supervise or assist in arbitration where legislation gives them that authority.
8. ADGM jurisdiction does not necessarily determine the substantive governing law.
9. UAE law can be applied by an ADGM Court where appropriate.
10. English conflict-of-laws principles can be relevant to determining applicable law.
11. Complex proceedings can involve several causes of action governed by different legal systems.
12. ADGM jurisdiction remains subject to statutory exclusions and specialized jurisdictional divisions.

25. Conclusion

The scope of ADGM jurisdiction is best understood as a sophisticated statutory jurisdiction rather than merely a geographical jurisdiction.

ADGM Courts have jurisdiction over qualifying civil and commercial disputes through several routes, including ADGM connections, involvement of ADGM entities or authorities, written opt-in, regulatory jurisdiction, real-property jurisdiction, insolvency jurisdiction and arbitration-related jurisdiction. ADGM also expressly permits parties without a conventional ADGM connection to opt into its courts in appropriate circumstances.

The cases of Union Properties v Trinkler, Al Ayar v Klinkhamer, ADCB v Manghat, A6 v B6, ADCB v NMC Healthcare, ADCB v Manghat (Directions), and the 2026 Union Properties judgment demonstrate that ADGM jurisdiction is interpreted contextually but remains controlled by statutory boundaries.

The most important distinction is:

ADGM jurisdiction determines the forum; it does not necessarily determine the substantive law governing every issue.

Consequently, an ADGM case may involve ADGM procedural law, English common-law principles, UAE substantive law and foreign law simultaneously. That combination is one of the defining characteristics of ADGM's role as an international commercial jurisdiction within the UAE.