Civil Law and UAE Equitable Remedies Concepts

1. Introduction

The expression “equitable remedies” is traditionally associated with common-law systems, particularly remedies such as injunctions, specific performance, rescission and equitable relief against abuse.

The UAE, however, is fundamentally a codified civil-law jurisdiction. Therefore, equitable remedies should not simply be imported into UAE law as though English equity were a separate source of UAE law.

Instead, the UAE achieves many comparable remedial functions through:

• specific performance;
• judicial termination;
• restitution;
• compensation;
• restoration of the status quo;
• preventive possession remedies;
• good-faith requirements;
• abuse-of-rights doctrine;
• judicial adjustment of contractual relationships;
• interim and protective judicial measures.

This distinction has become particularly important since Federal Decree-Law No. 25 of 2025 promulgating the new Civil Transactions Law entered into force on 1 June 2026, replacing the 1985 Civil Transactions Law. The new legislation expressly modernizes the framework of civil rights and obligations and expands judicial reasoning in situations where no applicable statutory rule exists.

Accordingly, the better description is:

UAE civil law contains functional equivalents of several equitable remedies, but they operate through statutory civil-law principles rather than through an independent English-style doctrine of equity.

2. Meaning of Equitable Remedies

An equitable remedy generally attempts to provide a remedy that is more closely adapted to the circumstances of the particular dispute than a simple award of money.

For example:

Damages

The court says:

“The defendant must pay AED X.”

Specific performance

The court says:

“The defendant must actually perform the contractual obligation.”

Restoration

The court says:

“The parties/property should be restored to the legally appropriate position.”

Injunctive or preventive relief

The court says:

“The defendant must refrain from a specified act.”

Judicial adjustment

The court modifies the practical consequences of the relationship where the statutory conditions for intervention are satisfied.

These remedies are particularly important where money alone cannot adequately address the claimant's legal interest.

3. UAE Does Not Have a Separate General “Equity” Jurisdiction

This is the first major doctrinal qualification.

In England, equity historically developed as a distinct body of principles administered alongside common law.

In the UAE:

Civil Transactions Law → statutory rights and remedies → judicial interpretation → application to facts

rather than:

Common law → equity → equitable discretion

Therefore, when discussing “equitable remedies” in the UAE, it is more accurate to speak of civil-law remedial mechanisms performing equitable functions.

4. Current UAE Legislative Foundation

The new Civil Transactions Law is particularly relevant.

The UAE Government explains that the new legislation expands judicial reasoning where no applicable legislative provision exists and permits reference to principles of Islamic Sharia and selection of a solution suited to justice and public interest in the circumstances of the case.

This does not create an English-style equity jurisdiction.

Rather, it creates a structured civil-law mechanism through which judges can address situations not completely resolved by express statutory rules.

5. Specific Performance as the Principal Functional Equivalent

One of the most important UAE remedies is specific performance.

Under the new Civil Transactions Law, Article 331 establishes specific performance as the principal remedy for contractual breach, subject to statutory limitations and proportionality considerations. Where performance is impossible or otherwise unavailable under the relevant provisions, compensation can become the alternative remedy.

This is important because common-law systems historically treated damages as the ordinary remedy and specific performance as exceptional.

UAE civil law generally takes the opposite conceptual approach:

The contractual obligation should, where legally and practically appropriate, actually be performed.

6. Why Specific Performance Is Important

Suppose A agrees to sell a unique property to B.

The seller later refuses to complete the transaction.

Money may not provide an equivalent substitute because:

• the property is unique;
• the location is unique;
• market availability may have changed;
• the claimant may specifically require that asset.

Specific performance can therefore preserve the claimant's original contractual position.

7. Proportionality Under the New Civil Transactions Law

The new law refines the traditional UAE approach.

According to the current framework, specific performance may be limited where compelling performance would impose an excessive burden on the debtor compared with the creditor's benefit, provided that restricting the creditor to compensation would not cause substantial prejudice.

This introduces an important balancing mechanism:

Creditor's interest

versus

Burden imposed on debtor

versus

Adequacy of monetary compensation

This resembles an equitable balancing exercise in function, although it remains grounded in UAE civil legislation.

8. Restoration of Status Quo

Another important remedial mechanism appears in Article 256 of the new Civil Transactions Law.

Where damage has occurred, the court may, depending on circumstances and upon the injured party's request:

• order restoration of the status quo ante; or
• order performance of a specific matter related to the harmful act by way of compensation.

The provision also allows compensation to be structured through installments or periodic income and permits reconsideration where damage worsens.

This is particularly important because it demonstrates that UAE compensation law is not restricted to a single lump-sum monetary award.

9. Preventive Relief

The new Civil Transactions Law also introduces clearer protection of possession through preventive actions designed to stop new acts of encroachment before harm occurs. The UAE Government specifically identifies this as one of the reforms of the new legislation.

This has an important functional relationship with injunctions.

The objective is:

preventing legal injury rather than merely compensating it after the event.

10. Good Faith as a Remedial Principle

Good faith is another important mechanism.

The new Civil Transactions Law requires contractual performance to comply with the contract and the requirements of good faith. Contemporary commentary on the new Code identifies Article 221 as expressly reinforcing this principle.

Good faith may affect:

• contractual performance;
• interpretation;
• exercise of contractual rights;
• termination;
• enforcement;
• cooperation between parties.

Thus, good faith can operate as a constraint on the manner in which a legal right is exercised.

11. Abuse of Rights

The former UAE Civil Transactions Law expressly regulated abuse of rights.

Although the 1985 Code was repealed on 1 June 2026, its case law remains useful for understanding the historical development of this doctrine and must be carefully distinguished from the provisions of the new Code.

Historically, abuse included situations such as:

1. exercising a right solely to cause harm;
2. pursuing an unlawful interest;
3. obtaining an insignificant benefit compared with disproportionate harm;
4. exceeding customary limits in a manner causing serious harm.

UAE courts have repeatedly treated abuse as a factual/legal question requiring examination of circumstances and evidence.

A recent Dubai Court of Cassation decision, Civil Appeal No. 440 of 2025, reaffirmed these traditional criteria in the context of alleged abuse of the right to complain and resort to legal procedures.

12. Case Law 1 — Dubai Court of Cassation Civil Appeal No. 440 of 2025

Subject

Abuse of the right to complain and resort to legal procedures.

Principle

The Dubai Court of Cassation explained that resorting to legal procedures is ordinarily a legitimate exercise of a right. Liability arises where the exercise satisfies the legal criteria for abuse, including bad faith or one of the recognized forms of abusive exercise.

The burden of proving abuse lies on the person alleging it.

Relevance to equitable remedies

This case demonstrates an important remedial principle:

A formally valid right cannot necessarily be exercised without legal limits.

This resembles the equitable concern with preventing oppressive or unconscionable use of legal rights, although the UAE doctrine operates through civil legislation rather than English equity.

13. Case Law 2 — Dubai Court of Cassation No. 77 of 2011

This authority concerned a construction contract and defective performance.

The Dubai Court of Cassation explained that where defective works can be repaired, the owner may require the contractor to comply with the contractual terms and remedy the defects within a reasonable period. If the contractor fails to do so, the owner may seek termination or authorization to have another contractor complete the work at the first contractor's expense, subject to the applicable circumstances.

Relevance

This is an excellent illustration of remedial flexibility.

The claimant is not necessarily confined to damages.

The legal response can move through:

repair → specific performance → substituted performance → termination → damages

depending upon the circumstances.

That is functionally similar to a remedial hierarchy.

14. Case Law 3 — Dubai Court of Cassation Case No. 154 of 2004

This case is cited in UAE construction-law materials concerning the employer's ability, in appropriate circumstances, to withhold or suspend performance where the contractor has failed to perform contractual obligations.

Relevance

This demonstrates the reciprocal nature of contractual remedies.

A party's obligation to perform is connected to the counterparty's performance.

The remedial system therefore seeks to preserve contractual equilibrium rather than treating every dispute solely as a claim for money.

15. Case Law 4 — Dubai Court of Cassation Commercial Judgment No. 620 of 2013

This case is cited in UAE jurisprudence concerning termination rights and the consequences of contractual termination.

The authority is particularly relevant to the principle that contractual termination must be examined within the statutory framework governing breach and contractual remedies rather than assumed merely from the existence of a termination clause.

Relevance

It demonstrates the distinction between:

contractual power

and

legally effective exercise of that power.

This is central to remedial law.

16. Case Law 5 — Dubai Court of Cassation Commercial Judgment No. 253 of 2024

This decision is cited alongside Dubai Cassation No. 620 of 2013 concerning termination for convenience and the legal consequences of bringing a contractual relationship to an end.

The authorities illustrate the UAE courts' attention to the contractual and statutory consequences of termination, including potential compensation consequences where termination is not otherwise justified.

Relevance

The case illustrates the remedial principle of balancing termination with compensation.

A party may possess contractual powers, but the legal consequences of their exercise may include financial responsibility.

17. Case Law 6 — Al Khaleej Investment PSC v Ocean Pearl Real Estate Comp LLC [2025] ADGMCFI 0012

This is an especially useful UAE-related authority, although it comes from the ADGM Courts, whose procedural and substantive framework differs from the onshore UAE courts.

The dispute concerned a sale of Abu Dhabi real property for AED 105 million. The claimant sought specific performance, and the court granted interim injunctive relief preventing the defendant from transferring, selling, encumbering or disposing of the property pending determination of the claim.

The court expressly discussed specific performance as an equitable remedy under the common-law framework applicable in ADGM.

Relevance

This case is important precisely because it demonstrates the distinction between:

onshore UAE civil law

and

ADGM's common-law/equitable framework.

It should therefore not be cited as proof that onshore UAE courts possess a separate English equity jurisdiction.

Instead, it demonstrates that an equitable-remedy vocabulary operates expressly within the ADGM legal system.

18. Case Law 7 — BAM Higgs & Hill LLC v Affan Innovative Structures LLC [2021] DIFC CFI 106

The DIFC Court considered UAE Civil Transactions Law provisions relating to specific performance, defective construction and alternative completion of works.

The judgment discussed Dubai Court of Cassation Case No. 77 of 2011 and the UAE Civil Code provisions under which specific performance and alternative completion could be available in appropriate construction circumstances.

Relevance

The case demonstrates the interaction between:

• UAE civil-law principles;
• contractual performance;
• construction remedies;
• damages;
• alternative performance.

Again, DIFC decisions must be distinguished from onshore UAE Court of Cassation authority.

19. Case Law 8 — Federal Supreme Court Civil Cassation No. 880 of 2021

The Federal Supreme Court recognized that compensation can cover established present and future damage and can include compensation for a missed opportunity where the legal requirements are satisfied.

Relevance

This case illustrates the breadth of UAE remedial law.

Even where specific performance or restoration is unavailable, the compensation system can be sufficiently flexible to address:

• future loss;
• opportunity loss;
• consequential material damage.

This is an important counterpoint to the idea that “equitable” relief must always be non-monetary.

20. Case Law 9 — ADGM CFI 0017 (2023)

In the ADGM case reported as [2023] ADGMCFI 0017, the court considered claims involving restitution, unjust enrichment, rectification and UAE-law abuse of rights. The judgment expressly identified UAE-law issues concerning abuse of rights under former Article 106 of the Civil Code.

Relevance

The case demonstrates the interaction between different remedial concepts:

• restitution;
• unjust enrichment;
• rectification;
• abuse of rights;
• contractual interpretation.

It also illustrates why UAE civil-law remedies should be studied as a system of interconnected remedies, rather than as isolated causes of action.

21. Specific Performance vs Damages

The new Civil Transactions Law's remedial provisions permit considerable flexibility between these forms.

22. Equitable Relief and Contractual Balance

One of the most important developments in the new UAE Civil Transactions Law is its treatment of contractual equilibrium.

The UAE Government explains that the new Code updates contracts for works and provides mechanisms concerning unforeseen circumstances affecting contractual equilibrium, including judicial adjustment or termination.

This has an equitable function.

For example:

Original contract

AED 10 million project

↓

Exceptional unforeseen event

Costs rise dramatically

↓

Strict enforcement

One party suffers extreme imbalance

↓

Judicial remedial mechanism

Adjustment or termination where statutory requirements are met.

This does not mean that every bad bargain can be rewritten.

Judicial intervention remains legally bounded.

23. Restitution as a Functional Equitable Remedy

Restitution focuses on reversing an unjustified transfer rather than simply compensating loss.

Examples include:

• money paid under a void transaction;
• benefits received without legal basis;
• restoration following termination or avoidance;
• recovery following unjust enrichment.

The ADGM decision in [2023] ADGMCFI 0017 demonstrates how restitution and unjust enrichment can arise alongside UAE-law contractual and abuse-of-rights questions.

24. Injunctions in UAE Context

The word “injunction” must be used carefully.

In the ADGM and DIFC, injunctions are an established part of the common-law procedural framework.

In onshore UAE civil litigation, preventive and provisional judicial measures arise through the applicable procedural and civil legislation rather than through a general English-equity jurisdiction.

The new Civil Transactions Law specifically recognizes preventive protection of possession against new encroachment.

Thus:

Preventive relief exists, but its legal source and doctrinal structure depend upon the UAE forum involved.

25. Equitable Remedies and Good Faith

Good faith prevents remedies from being applied mechanically.

For example, a party may have a contractual right to demand strict performance.

But the court may need to consider:

• the nature of the obligation;
• conduct of both parties;
• contractual purpose;
• subsequent conduct;
• legitimate expectations;
• statutory limitations.

The new Code's express emphasis on good faith strengthens this analytical framework.

26. Equitable Remedies and Abuse of Rights

The relationship can be expressed as:

Legal right

↓

Exercise of right

↓

Assessment of circumstances

↓

Good faith / statutory limits

↓

Possible abuse

↓

Remedial consequence

This prevents civil rights from becoming instruments of unjustified harm.

The Dubai Court of Cassation's 2025 decision concerning abuse of the right to complain illustrates this principle.

27. Proportionality

The new Code's approach to specific performance introduces a clear proportionality element.

The court may consider whether:

Burden on debtor > benefit to creditor

and whether monetary compensation would nevertheless cause substantial prejudice to the creditor.

This resembles equitable balancing.

But it should not be described as unrestricted judicial discretion.

It is a statutory discretion operating within specified conditions.

28. No Double Recovery

An important remedial principle is that the claimant should generally not obtain compensation twice for the same injury.

For example:

Specific performance + full damages for the same non-performance

cannot simply be awarded without considering whether the two remedies compensate the same loss.

Similarly:

restitution + damages

must be carefully structured to avoid overcompensation.

The objective is:

full legal reparation, not unjust enrichment of the claimant.

The new Civil Transactions Law emphasizes full compensation while structuring different forms of relief.

29. Equitable Remedies and Judicial Discretion

UAE civil-law remedies contain discretion, but that discretion is not unlimited.

A judge generally must identify:

1. the legal right;
2. the breach or harmful conduct;
3. the applicable statutory remedy;
4. the evidence;
5. the proportionality of relief;
6. the actual consequences;
7. the legally permissible form of remedy.

Therefore:

Judicial discretion ≠ judicial freedom from law.

30. Remedies for Harmful Acts

Article 256 of the new Civil Transactions Law is particularly important for tortious/civil harmful acts.

It allows:

• monetary compensation;
• restoration of the previous situation;
• performance of a specific matter related to the harmful act;
• installment compensation;
• periodic income;
• security or guarantees;
• reconsideration where damage increases. 

This gives the UAE civil-law compensation regime an unusually broad remedial structure.

31. Preventive vs Corrective Remedies

The distinction is useful.

Corrective remedy

Damage has already occurred.

Examples:

• damages;
• restitution;
• restoration.

Preventive remedy

The legal injury is continuing or threatened.

Examples:

• preventive possession action;
• interim restraint;
• protective judicial order.

Performance remedy

The defendant has failed to perform an obligation.

Example:

• specific performance.

Relational remedy

The contractual relationship itself requires legal adjustment.

Examples:

• judicial adjustment;
• termination;
• contractual equilibrium mechanisms.

32. Comparison With Classical Common-Law Equity

But these are functional comparisons, not statements that the doctrines are legally identical.

33. Onshore UAE vs DIFC vs ADGM

This distinction is essential.

Onshore UAE

Primarily:

• codified civil law;
• Civil Transactions Law;
• Federal procedural legislation;
• Court of Cassation jurisprudence.

DIFC

Common-law influenced system with its own courts and rules.

ADGM

English common-law based framework, including equitable remedies.

Therefore, a case such as Al Khaleej v Ocean Pearl is highly useful for understanding equitable remedies in the UAE's broader legal environment, but it should not be treated as an onshore UAE Civil Transactions Law precedent.

34. Case-Law Summary

35. Important Qualification About the Case Law

The UAE's new Civil Transactions Law entered into force only on 1 June 2026. Therefore, a substantial proportion of reported UAE case law concerning these doctrines necessarily concerns the repealed 1985 Civil Transactions Law.

Such decisions remain useful for:

• historical doctrinal continuity;
• understanding judicial reasoning;
• identifying concepts carried into the new legislation.

But they should not automatically be treated as direct interpretations of the corresponding provision of the 2025 Code.

This is especially important because the new Code has renumbered provisions and modified some remedial rules.

36. Overall Legal Structure

The UAE remedial system can be represented as follows:

Right or obligation

↓

Breach / harmful act / unjustified enrichment

↓

Judicial identification of legal injury

↓

Selection of appropriate remedy

↓

Specific performance / restoration / prevention / termination / restitution / compensation

↓

Proportionality and statutory limits

↓

Enforcement

This structure performs many of the practical functions historically associated with equity.

37. Conclusion

The concept of equitable remedies in UAE civil law should be understood as a functional rather than transplant-based concept.

The UAE does not generally operate an independent English-style equitable jurisdiction in its onshore civil courts. Instead, equitable objectives are achieved through statutory civil-law mechanisms such as:

• specific performance;
• restoration of status quo;
• restitution;
• preventive protection;
• judicial termination;
• contractual-equilibrium adjustment;
• good faith;
• abuse-of-rights doctrine; and
• flexible compensation.

The new Civil Transactions Law makes this remedial architecture particularly significant. Article 256 allows the court, in appropriate circumstances, to move beyond a simple monetary award and order restoration or a specific act related to the harmful conduct; it also allows structured and revisable compensation.

At the contractual level, specific performance remains central, but the new Code introduces proportionality considerations where performance would be excessively burdensome and damages can adequately protect the creditor.

The case law shows the same broader philosophy: civil remedies are not merely mechanisms for calculating money after a wrong has occurred; they are instruments for enforcing obligations, preventing continuing harm, restoring legal positions, correcting abusive exercises of rights and maintaining appropriate contractual relationships.

Key principle

UAE civil law achieves many of the practical objectives of equity through codified remedies, judicial discretion within statutory boundaries, good faith, proportionality, prevention, restoration and specific performance—without creating a separate general doctrine of English equity.