Civil Law and UAE — Force Majeure: Advanced Applications

1. Introduction

Force majeure is one of the most important doctrines for UAE contract law because it deals with situations in which an external event prevents contractual performance.

Under the current UAE Civil Transactions Law, Federal Decree-Law No. 25 of 2025 replaced the 1985 Civil Transactions Law from 1 June 2026. The new law carries the core force-majeure rule into Article 236, replacing the former Article 273 framework.

The advanced issue is not simply whether an event was dramatic or unexpected. The real questions are:

Was the event legally relevant? Was it unforeseeable? Was it unavoidable? Did it actually make performance impossible? Was it the cause of the non-performance? Was the impossibility total, partial or temporary? What contractual and statutory remedy follows?

2. Basic UAE force-majeure formula

The traditional UAE approach can be expressed as:

EXTERNAL EVENT
↓
UNFORESEEABLE
↓
UNAVOIDABLE
↓
BEYOND PARTY'S CONTROL
↓
ACTUAL IMPOSSIBILITY
↓
CAUSAL CONNECTION
↓
NON-PERFORMANCE EXCUSED / OBLIGATION AFFECTED
↓
CONTRACTUAL CONSEQUENCE

Current commentary on the 2025 Civil Transactions Law identifies Article 236 as the successor provision to former Article 273 and preserves the core requirements of unforeseeability, impossibility, unavoidability and absence of responsibility for the event.

Memory Trigger

Unexpected + Unavoidable + Impossible + Causal

3. Force majeure is different from hardship

This is perhaps the most important advanced distinction.

Force majeure

Performance becomes impossible.

Hardship / exceptional circumstances

Performance remains possible, but becomes excessively onerous.

For example:

• Factory completely destroyed → potentially force majeure.
• Performance becomes 40% more expensive → generally not automatically force majeure.
• Government prohibition makes performance unlawful → potentially force majeure.
• Market prices collapse → generally not automatically force majeure.

The former UAE framework separately addressed exceptional circumstances under Article 249, while the new Civil Transactions Law carries forward a corresponding hardship mechanism.

Exam Trigger

Impossible = Force majeure
Oppressive but possible = Hardship analysis

4. Advanced Application 1 — Total impossibility

Where an external event makes contractual performance completely impossible, the statutory force-majeure mechanism can extinguish the affected obligation and bring the bilateral contract to an end according to the statutory conditions.

Under the former Article 273 structure, total impossibility resulted in the corresponding obligation being extinguished and the contract being automatically cancelled. The new law carries the principle into Article 236.

Example

A seller contracts to deliver a specific unique asset.

Before delivery:

• the asset is destroyed by an extraordinary natural event;
• destruction was beyond the seller's control;
• destruction was unforeseeable;
• replacement is impossible.

The analysis is much stronger than merely saying:

“Delivery became difficult.”

It is:

The contractual subject matter can no longer be delivered.

5. Advanced Application 2 — Partial impossibility

Force majeure does not necessarily destroy the entire contractual relationship.

If only part of the performance becomes impossible, the affected part may be extinguished while the remaining obligations continue.

This distinction is expressly reflected in the traditional Article 273 structure and the current statutory framework.

Example

A construction contract involves:

• Building A;
• Building B;
• Building C.

A force-majeure event destroys the possibility of completing Building C but does not prevent Buildings A and B from being completed.

The court should not automatically assume:

Entire contract = cancelled.

Instead:

Impossible component → affected
Possible components → potentially continue

Memory Trigger

Partial impossibility → partial legal consequence

6. Advanced Application 3 — Temporary impossibility

Temporary impossibility is particularly important in:

• construction;
• supply contracts;
• shipping;
• energy;
• tourism;
• event contracts;
• leases;
• manufacturing.

A temporary obstacle may suspend performance for the relevant period rather than permanently destroy the contractual relationship.

The former UAE Article 273 expressly recognised temporary impossibility in continuing contracts, and the current statutory framework retains the concept.

Example

A government emergency temporarily prohibits a particular activity for 60 days.

If the contractual obligation can legally and practically resume afterward, the legal consequence may concern suspension/delay, rather than permanent extinction.

7. Advanced Application 4 — Causation

A party cannot simply identify a force-majeure event and automatically escape liability.

The event must actually cause the relevant non-performance.

This is a crucial principle in UAE jurisprudence.

Abu Dhabi Commercial Cassation No. 512/2021

The case concerned COVID-19 and governmental restrictions affecting contractual performance.

The Abu Dhabi Court of Cassation treated the epidemic as a force-majeure event in circumstances where it made contractual performance absolutely impossible and emphasised the importance of the force-majeure event being the relevant cause of the inability to perform.

Advanced lesson

If:

Event A → does not prevent performance

but

Party's own financial problem → prevents performance

then Event A cannot automatically be used as the explanation for the breach.

Formula

EVENT → IMPEDIMENT → NON-PERFORMANCE

There must be a real causal chain.

8. Advanced Application 5 — COVID-19

COVID-19 provides a major UAE force-majeure case study.

Abu Dhabi Commercial Cassation No. 512/2021

The Court accepted the pandemic and governmental restrictions as a foreign cause/force-majeure event where they made performance absolutely impossible in the circumstances.

Abu Dhabi Court of Cassation No. 835/2021

This is another important COVID-era authority concerning force majeure and contractual impossibility.

Dubai Court of Cassation No. 479/2021

This case is also part of the UAE COVID force-majeure jurisprudence and illustrates the importance of examining the actual contractual obligation rather than treating the pandemic as an automatic defence.

Memory Trigger

Pandemic ≠ automatic force majeure.

Instead:

Pandemic → Restrictions → Actual obligation → Impossibility → Causation → Legal consequence

9. Advanced Application 6 — Foreseeability

The event must generally be unforeseeable when the contract was concluded.

This creates an important time-of-contract inquiry.

The question is not:

“Was the event surprising when it happened?”

The question is:

“Could the relevant event reasonably have been contemplated when the parties contracted?”

This distinction is especially important for:

• geopolitical risks;
• recurring weather events;
• known regulatory changes;
• foreseeable supply shortages;
• market volatility;
• anticipated pandemics;
• known political instability.

UAE authorities have treated foreseeability seriously rather than treating every external disruption as force majeure.

10. Dubai Court of Cassation No. 207/2012

Principle

This case is associated with the Dubai Court of Cassation's restrictive treatment of alleged force majeure arising from the financial/real-estate crisis.

The Court examined whether the alleged governmental/licensing delay and market conditions were genuinely unforeseeable and unavoidable. The analysis did not treat ordinary market or regulatory difficulties as automatically satisfying force majeure.

Advanced lesson

Economic difficulty is not automatically force majeure.

A commercial party is generally expected to account for ordinary commercial risks.

11. Advanced Application 7 — Known geopolitical risk

Dubai Court of Cassation No. 337/2018

This case concerned a carriage arrangement involving goods destined for Afghanistan and an alleged force-majeure/emergency situation arising from closure of the relevant border.

The Court treated the claimed military activity as foreseeable in the relevant circumstances rather than automatically accepting it as an unforeseeable emergency.

Principle

A party cannot convert a known or reasonably foreseeable commercial risk into force majeure merely because its consequences became serious.

Memory Trigger

Serious event ≠ unforeseeable event

12. Advanced Application 8 — Contractual force-majeure clauses

UAE statutory force majeure is important, but contracts frequently contain detailed clauses.

A clause may define:

• war;
• terrorism;
• natural disasters;
• epidemic;
• government restrictions;
• embargo;
• strikes;
• cyberattacks;
• supply interruption;
• transport disruption;
• sanctions;
• utility failure.

Parties can therefore allocate risk contractually, subject to mandatory UAE law.

Current UAE commentary recognises that contractual drafting can define the scope of force majeure, although contractual language cannot simply eliminate mandatory statutory requirements such as genuine impossibility where the statutory regime applies.

Exam Trigger

First read the clause; then read the statute.

13. Advanced Application 9 — Construction contracts

Construction is one of the most important areas for force majeure.

Possible events include:

• extreme weather;
• government restrictions;
• war;
• embargo;
• transportation disruption;
• destruction of works;
• exceptional material shortages.

But construction disputes require careful analysis of:

1. baseline completion date;
2. contractual extension mechanism;
3. critical-path delay;
4. concurrent delay;
5. causation;
6. mitigation;
7. notice;
8. evidence;
9. contractual allocation of risk.

14. Rohan / Beydoun — construction delay

Rohan v Daman Real Estate Capital Partners Ltd [2012] DIFC CFI 025; CA 005/006 (2013)

This DIFC litigation concerned construction delay and contractual force majeure provisions.

The court considered the importance of identifying:

• the force-majeure event;
• the period of delay;
• the evidence supporting the delay;
• whether the event actually caused the extension.

The Court of Appeal record specifically notes the importance of identifying the force-majeure event and determining how much delay it actually caused.

Important qualification

This is DIFC law, not a direct precedent onshore UAE Civil Transactions Law.

Memory Trigger

Construction force majeure = Event + Critical delay + Evidence

15. Advanced Application 10 — Notice

Notice is often contractually important.

A force-majeure clause may require:

• written notice;
• notice within a specified period;
• identification of the event;
• explanation of its effect;
• supporting documents;
• mitigation information.

Failure to comply with a contractual notice provision may create serious difficulties for the party relying on force majeure.

However, the statutory UAE regime and contractual clause must be analysed separately. The new Civil Transactions framework has also generated renewed discussion about the role of notice and mitigation.

Memory Trigger

No notice analysis = incomplete force-majeure analysis.

16. Advanced Application 11 — Mitigation

The affected party should not simply stop performing when an external event occurs.

Ask:

• Could alternative performance be arranged?
• Could another supplier be used?
• Could transportation be changed?
• Could performance be delayed temporarily?
• Could part of the obligation be performed?
• Could the consequences have been avoided?

The requirement of unavoidability means that reasonable alternatives can undermine a force-majeure defence.

Formula

EVENT → ALTERNATIVE AVAILABLE? → CONSEQUENCE AVOIDABLE?

If the consequence could reasonably have been overcome, force majeure becomes harder to establish.

17. Advanced Application 12 — Financial difficulty

This is a classic examination problem.

A party says:

“The market collapsed, so I could not pay.”

That does not automatically constitute force majeure.

A mere shortage of money or increased cost does not necessarily make payment impossible in the statutory sense.

This distinction is particularly clear in the DIFC authority MAG Development Services Ltd v The Collection Club Restaurant Ltd [2026] DIFC CFI 092, where financial hardship caused by the Dubai floods was invoked to justify non-payment of rent; the court held that the monetary obligation was a “mere obligation to pay” and was not protected by Article 82 of the DIFC Contract Law.

The subsequent Court of Appeal decision confirmed that distinction.

Qualification

This is a DIFC statutory rule and should not simply be copied into an onshore UAE case.

18. MAG Development Services — advanced modern authority

MAG Development Services Ltd v The Collection Club Restaurant Ltd [2026] DIFC CFI 092

This recent case is especially useful because the defendants argued that financial hardship caused by the Dubai floods constituted force majeure.

The Court distinguished the ability to perform an act or service from a mere obligation to pay money.

Court of Appeal

The Collection Club Restaurant Ltd v MAG Development Services Ltd [2026] DIFC CA 006

The Court of Appeal upheld the essential point:

• Article 82 protects certain non-monetary performance;
• it does not generally excuse a mere obligation to pay;
• financial hardship cannot simply be converted into force majeure;
• DIFC force majeure and English-law frustration are distinct concepts. 

Exam Trigger

DIFC: force majeure ≠ financial inability to pay.

19. Advanced Application 13 — Frustration versus force majeure

Do not automatically use the terms interchangeably.

In The Collection Club Restaurant v MAG Development Services, the DIFC Court of Appeal expressly distinguished:

• force majeure under Article 82 of the DIFC Contract Law; and
• English common-law frustration.

The Court noted that they are different concepts.

UAE onshore analysis

Onshore UAE law operates primarily through its codified civil-law framework, particularly the statutory force-majeure and hardship provisions.

Memory Trigger

Force majeure ≠ frustration automatically.

20. Advanced Application 14 — Bank intervention

DIFC Investments LLC v Mohammed Akbar Mohammed Zia [2017] DIFC CFI 001

The defendant argued that a bank's blocking of transfer of a standby letter of credit constituted force majeure.

The DIFC Court considered Article 82 but held that the relevant payment obligation was a mere obligation to pay and therefore could not be excused under Article 82. The Court also concluded that the claimant had a valid termination right.

Significance

The case demonstrates why characterisation of the obligation matters.

Before asking whether the event qualifies, ask:

What exactly was the defendant required to do?

21. Advanced Application 15 — Force majeure and termination

Force majeure can produce different contractual consequences:

A. Suspension

Performance temporarily stops.

B. Extension of time

Performance deadline moves.

C. Partial extinction

Only the impossible part disappears.

D. Termination/rescission

The contractual relationship ends where the statutory requirements are satisfied.

E. Damages consequences

A party may be protected from damages attributable to legally established force majeure, subject to the applicable statute and contract.

Exam Trigger

Event does not itself tell you the remedy.

You must determine:

Event → Type of impossibility → Contract → Statute → Remedy

22. Force majeure and damages

Force majeure can operate as a defence to contractual damages when the non-performance is genuinely attributable to the qualifying external event.

But the claimant may still have issues concerning:

• sums already due;
• restitution;
• work already performed;
• insurance;
• contractual allocation;
• deposits;
• guarantees;
• independently caused losses.

The court must therefore separate:

Performance failure caused by force majeure

from

Other breaches not caused by force majeure.

23. Concurrent causes

This is an advanced problem.

Suppose:

• Event A = flood;
• Event B = contractor's prior delay;
• Event C = defective planning.

The contractor cannot simply point to the flood.

The court must ask:

Which cause actually produced the inability to perform?

Formula

FORCE-MAJEURE EVENT + PARTY DEFAULT → CAUSATION ANALYSIS

If the contractual failure would have occurred anyway because of the party's own earlier breach, the force-majeure defence may fail or be limited.

The 2026 MAG litigation provides a particularly clear example of the importance of chronology: the court noted that rental defaults began before the Dubai floods, weakening the attempt to attribute the payment failure to the later event.

24. Force majeure and insurance

Force majeure does not automatically answer an insurance question.

Separate questions arise:

• Was the event insured?
• Was business interruption insured?
• Was consequential loss covered?
• Was the loss excluded?
• Was notice given to the insurer?
• Did the insured mitigate?

Memory Trigger

Force majeure ≠ insurance coverage

25. Force majeure and arbitration

In arbitration, force majeure may become an issue concerning:

• construction delay;
• energy supply;
• shipping;
• international trade;
• sanctions;
• government restrictions;
• pandemic disruption.

The tribunal must identify:

1. governing substantive law;
2. contractual clause;
3. seat;
4. evidence;
5. applicable statutory provisions;
6. contractual consequences.

Formula

Seat → Governing Law → Clause → Statutory Rule → Evidence → Award

26. Force majeure and evidence

The party relying on force majeure should normally establish:

• occurrence of the event;
• date;
• contractual relevance;
• unforeseeability;
• lack of control;
• inability to avoid;
• actual impossibility;
• causal connection;
• duration;
• mitigation;
• notice;
• resulting contractual consequence.

Useful evidence includes:

• government orders;
• official notices;
• weather records;
• engineering reports;
• shipping records;
• supply-chain documents;
• correspondence;
• expert evidence;
• project schedules;
• financial records;
• photographs;
• technical reports.

Evidence Formula

EVENT → DOCUMENT → EFFECT → CAUSATION → LOSS/DELAY

27. Six-plus important case laws

The onshore authorities above concern the UAE Civil Transactions framework; the DIFC authorities arise under the separate DIFC Contract Law and should not be treated as direct onshore UAE precedents.

28. Force majeure versus hardship — exam comparison

Memory Formula

IMPOSSIBLE → FORCE MAJEURE

OPPRESSIVE → HARDSHIP

29. Advanced distinction: Force majeure versus breach

Suppose a contractor:

1. misses the deadline;
2. later experiences a flood.

The flood does not automatically erase the earlier breach.

Chronology matters.

Correct analysis

Contract → Original deadline → First breach → Force-majeure event → Later performance

The party cannot use a later event to retrospectively excuse an earlier default unless the applicable contractual/statutory framework supports that result.

The recent MAG decision demonstrates the importance of chronology because the rental default pre-dated the flood.

30. Advanced distinction: Force majeure versus economic crisis

A recession, inflation, interest-rate increase or market collapse may produce serious economic consequences.

But:

Economic loss ≠ legal impossibility

A party must distinguish:

• loss of profitability;
• increased cost;
• reduced demand;
• inability to obtain financing;
• actual impossibility.

This is where the hardship doctrine may become more relevant than force majeure.

31. Advanced distinction: Government action

Government action may qualify where it legally prevents performance.

Examples:

• prohibition on imports;
• cancellation of a licence;
• compulsory closure;
• embargo;
• export prohibition;
• compulsory acquisition;
• legal prohibition on a transaction.

But the party must show that the government action actually prevented the contractual performance.

Formula

Government action → Legal prohibition → Specific obligation → Impossibility

32. Advanced application to digital contracts

Force majeure can arise in:

• cloud-service agreements;
• blockchain infrastructure;
• digital-payment contracts;
• fintech services;
• SaaS agreements;
• cybersecurity arrangements.

Possible events include:

• government shutdown;
• catastrophic infrastructure failure;
• major telecommunications outage;
• extraordinary cyber event;
• legal prohibition.

However, a routine software bug is generally analysed first as:

Design → Maintenance → Contractual duty → Negligence → Breach

rather than automatically being treated as force majeure.

33. Advanced application to supply chains

Supply-chain disruption requires careful causation analysis.

Suppose Supplier A cannot deliver because Supplier B failed.

The question becomes:

Is Supplier A's inability itself an unavoidable force-majeure consequence, or could A have sourced elsewhere?

The availability of reasonable alternatives can undermine the defence.

Memory Trigger

Upstream disruption ≠ automatic downstream force majeure

34. Advanced application to sanctions and geopolitical restrictions

Sanctions can create complex force-majeure questions.

The analysis should distinguish:

• sanctions existing when the contract was signed;
• sanctions introduced afterward;
• direct prohibition;
• indirect commercial inconvenience;
• availability of alternative performance;
• contractual sanctions clauses;
• mandatory law;
• applicable governing law.

A known geopolitical risk is more difficult to characterise as unforeseeable.

35. Advanced application to commercial contracts

For sophisticated contracts, the force-majeure clause should be read alongside:

• termination provisions;
• suspension rights;
• extension-of-time provisions;
• limitation of liability;
• indemnity clauses;
• insurance;
• hardship clauses;
• change-in-law provisions;
• price-adjustment mechanisms;
• dispute-resolution clauses.

Master Contract Formula

FORCE MAJEURE CLAUSE + STATUTORY RULE + RISK ALLOCATION + CAUSATION + REMEDY

36. Ultimate exam formula

EVENT

Was there an external event?

↓

FORESEEABILITY

Could it reasonably have been anticipated?

↓

CONTROL

Was it beyond the obligor's control?

↓

AVOIDABILITY

Could the event/consequences reasonably have been avoided?

↓

IMPOSSIBILITY

Did it actually make performance impossible?

↓

CAUSATION

Did it cause the particular non-performance?

↓

SCOPE

Was impossibility total, partial or temporary?

↓

NOTICE

Were contractual/statutory notification requirements satisfied?

↓

MITIGATION

Were reasonable alternatives attempted?

↓

CONTRACT

What does the force-majeure clause provide?

↓

REMEDY

Suspension / extension / partial extinction / termination / restitution / damages consequences.

37. Ultra-Fast Memory Bank

1. Force majeure requires more than inconvenience.
2. Impossibility is central.
3. Hardship is different.
4. Foreseeability is assessed at contracting.
5. Unavoidability matters.
6. Externality matters.
7. Causation is essential.
8. Total impossibility may end the contract.
9. Partial impossibility may affect only part.
10. Temporary impossibility may have temporary consequences.
11. Financial difficulty is not automatically force majeure.
12. Market collapse is not automatically force majeure.
13. Government prohibition may qualify if it actually prevents performance.
14. Notice provisions must be checked.
15. Mitigation must be considered.
16. Chronology can defeat the defence.
17. Later force majeure cannot automatically excuse earlier breach.
18. Contractual clauses must be read carefully.
19. DIFC Article 82 is not the same as onshore UAE law.
20. Frustration and force majeure must not automatically be equated.

38. Final Master Principle

UAE Force Majeure =

EXTERNAL EVENT + UNFORESEEABILITY + UNAVOIDABILITY + ACTUAL IMPOSSIBILITY + CAUSATION + PROPER CONTRACTUAL/STATUTORY CONSEQUENCE

The most important advanced lesson is:

A serious event does not automatically create force majeure. The court must connect the event to the specific contractual obligation and determine whether performance was genuinely impossible, rather than merely expensive, inconvenient or commercially unattractive.

For current UAE law, remember the transition:

Former Civil Code Article 273 → Current Civil Transactions Law Article 236 (effective 1 June 2026).

And for examinations:

“Force majeure excuses impossibility; hardship addresses excessive burden; causation connects the event to the breach; the contract and statute determine the remedy.”