Civil Law And UAE Force Majeure Interpretation

1. Introduction

Force majeure is an important doctrine of UAE civil law dealing with circumstances beyond a contracting party's control that make contractual performance impossible.

The central question is not simply whether an extraordinary event occurred.

The legal question is:

Did an external and unforeseeable event make the particular contractual obligation objectively impossible to perform, and what legal consequence follows from that impossibility?

This distinction is especially important because parties frequently describe the following as "force majeure":

war;

pandemics;

government restrictions;

natural disasters;

floods;

fire;

strikes;

supply-chain disruption;

port closures;

sanctions;

cyberattacks;

transport disruption;

shortages;

extraordinary price increases.

But an event does not automatically constitute force majeure merely because it is serious or commercially disruptive.

Under UAE law, impossibility of performance remains the central feature of statutory force majeure. Where performance remains possible but becomes excessively burdensome and threatens serious loss, the separate doctrine of exceptional circumstances/hardship is generally the more relevant route.

2. Current UAE Law: Article 236

Federal Decree-Law No. 25 of 2025 promulgated the new Civil Transactions Law and repealed the 1985 Civil Transactions Law from 1 June 2026.

Article 236 of the new law provides the principal statutory framework for force majeure.

In bilateral contracts, where force majeure makes performance of an obligation impossible:

the corresponding obligation is extinguished; and

the contract is automatically rescinded.

The new law also expressly addresses partial impossibility and temporary impossibility in continuing contracts, giving parties additional remedial possibilities compared with the former provision.

Article 236 structure

The new provision therefore moves beyond a purely all-or-nothing conception in cases of partial or temporary impossibility.

3. Force Majeure and Exceptional Circumstances Are Different

This is one of the most important examination points.

Force majeure

The event makes performance impossible.

Example:

A supplier is contractually required to deliver a unique machine, but the machine is destroyed by an unforeseeable event and cannot be replaced.

Exceptional circumstances / hardship

Performance remains possible, but becomes excessively onerous and threatens serious loss.

Example:

A supplier can still deliver goods, but an unforeseeable general crisis increases production costs by 400%.

The distinction can be expressed simply:

Force majeure = impossibility.

Hardship = excessive burden.

The new Civil Transactions Law places force majeure in Article 236 and exceptional circumstances in Article 224.

4. Why Interpretation Is Important

A force-majeure dispute normally involves two levels of interpretation.

Level 1 — Contractual interpretation

What does the force-majeure clause actually cover?

Level 2 — Statutory interpretation

If the contractual clause is insufficient or absent, does the statutory force-majeure doctrine apply?

Courts therefore examine:

wording;

contractual context;

nature of the obligation;

causation;

foreseeability;

avoidability;

impossibility;

notice provisions;

mitigation;

consequences of the event.

The contractual clause remains extremely important because parties can define events, procedures and consequences within the limits of mandatory law.

5. Elements of Force Majeure

Traditional UAE jurisprudence under the former Article 273 generally required examination of the following elements:

an external event;

unforeseeability;

inability to avoid or overcome the event;

objective impossibility of performance;

causal connection between the event and non-performance;

absence of fault by the party invoking the doctrine.

These principles remain highly relevant when interpreting Article 236 because the new provision largely preserves the former statutory structure.

6. First Requirement: External Event

The event must generally be outside the control of the party invoking force majeure.

Examples can include:

natural disaster;

government prohibition;

war;

unexpected legal restriction;

destruction of essential property;

extraordinary external event.

A party cannot normally manufacture its own impossibility and then rely upon force majeure.

For example, if a contractor deliberately fails to maintain essential equipment and the equipment subsequently fails, the contractor may have difficulty establishing that the resulting non-performance was caused by genuine force majeure.

7. Second Requirement: Unforeseeability

The event must generally have been unforeseeable when the relevant contractual obligation was undertaken.

This requirement is particularly important for:

long-term contracts;

construction projects;

supply agreements;

shipping contracts;

energy contracts;

technology contracts.

An event that was already known or reasonably foreseeable when the contract was made may be difficult to characterise as force majeure.

The assessment is therefore tied to the date of contracting.

8. Third Requirement: Unavoidability

The party invoking force majeure must normally demonstrate that reasonable measures could not have prevented or overcome the consequences.

This means that a party should not simply state:

"The event happened, therefore performance was impossible."

It may need to demonstrate:

alternative suppliers were unavailable;

alternative transportation was impossible;

replacement equipment could not reasonably be obtained;

alternative performance was legally prohibited;

reasonable mitigation measures were attempted.

The UAE construction-law commentary similarly identifies unforeseeability, impossibility and inability to avoid the consequences as central elements of the Article 236 analysis.

9. Fourth Requirement: Impossibility

This is the most important element.

The event must make the contractual obligation impossible, rather than merely:

expensive;

inconvenient;

commercially unattractive;

less profitable;

delayed;

difficult.

For example:

Situation A

Government law prohibits import of the contracted goods.

This may create genuine impossibility.

Situation B

The goods remain available but cost three times more.

This ordinarily points toward hardship rather than force majeure.

The distinction between impossibility and excessive burden is expressly maintained by the new Civil Transactions Law.

10. Fifth Requirement: Causation

There must be a causal relationship between:

Force-majeure event → impossibility → non-performance.

A party cannot rely upon a general crisis if the actual reason for non-performance was unrelated.

For example:

A pandemic may affect business generally, but if a company fails to deliver because it negligently lost its inventory six months earlier, the pandemic may not be the legal cause of the breach.

Similarly:

The existence of a force-majeure event is not enough; its effect on the specific obligation must be proved.

This principle is strongly reflected in UAE case law.

11. Case Law 1: Dubai Court of Cassation, Commercial Appeal No. 64 of 2023

In Dubai Court of Cassation, Commercial Appeal No. 64 of 2023, judgment dated 30 August 2023, the Court addressed force majeure/exceptional-event arguments in the context of banking obligations and COVID-19.

The Court explained that a party cannot benefit from delay caused by its own fault and that the party invoking the doctrine must establish that the exceptional event actually caused the delay in performance.

The Court further held that COVID-19 by itself was insufficient; the party had to prove that the pandemic actually affected performance of the particular obligation.

Principle

A crisis is not automatically a defence; its actual causal effect on performance must be proved.

This is one of the most useful principles for UAE force-majeure litigation.

12. COVID-19 and Force Majeure

The COVID-19 experience provides an important illustration.

The pandemic could potentially constitute:

force majeure;

exceptional circumstance;

neither.

The legal classification depended on the particular contract and obligation.

For example:

Event 1

Government closure makes operation legally impossible.

Potential force majeure.

Event 2

Operation remains possible but customer demand collapses.

Potential economic hardship, but not necessarily force majeure.

Event 3

Costs increase substantially.

Potential hardship rather than impossibility.

The Dubai government itself explained during the COVID-19 crisis that UAE law distinguished between force majeure under former Article 273 and exceptional circumstances under former Article 249.

13. Case Law 2: Dubai Court of Cassation, Real Estate Appeal No. 174 of 2012

In Dubai Court of Cassation, Real Estate Appeal No. 174 of 2012, judgment dated 30 December 2012, the Court articulated the UAE approach to force majeure.

The decision treated force majeure as an event which, when occurring in a bilateral contract, makes performance impossible and produces the consequences contemplated by Article 273 of the former Civil Transactions Law.

The decision is historically important because Article 236 of the new law substantially carries forward the core statutory mechanism.

Principle

The critical issue is not whether the event is dramatic.

The critical issue is:

Does it produce legally relevant impossibility of performance?

14. Case Law 3: Rohan v Daman Real Estate Capital Partners

Rohan & Others v Daman Real Estate Capital Partners Ltd [2012] DIFC CFI 025, together with the related appeal authorities, provides an important illustration of contractual force-majeure interpretation.

The dispute concerned delayed completion of a real-estate project.

The force-majeure clause required the seller to:

notify the purchaser;

identify the force-majeure event;

identify its expected effect;

take reasonable measures to minimise the consequences.

The Court emphasised that the party invoking force majeure had the burden of proving the existence and causal effect of the event.

The Court also found that mere assertion was insufficient: the notice needed to identify the event and explain the delay attributable to it.

Principle

Notice and causation are often inseparable from contractual force-majeure interpretation.

15. Case Law 4: Rohan v Daman — Court of Appeal

The related appeal, Rohan & Others v Daman Real Estate Capital Partners Ltd [2013] DIFC CA 005, considered the operation of the contractual force-majeure clause.

The clause stated that the seller would not be in default to the extent that performance was prevented or delayed by force majeure, required written notice and required reasonable measures to minimise the effect.

Principle

The case demonstrates that courts examine:

exact contractual language;

extent of delay;

causation;

mitigation;

notification;

relationship between the force-majeure event and contractual deadlines.

Although it is a DIFC authority, it provides useful comparative UAE guidance on contractual interpretation.

16. Case Law 5: Ahmed Zaki Beydoun v Daman Real Estate Capital Partners

Ahmed Zaki Beydoun v Daman Real Estate Capital Partners Ltd [2013] DIFC CA 006

The case involved a contractual force-majeure clause concerning delay in completion of a property.

The clause covered circumstances beyond the party's reasonable control and not resulting from its fault or negligence. The dispute included whether force majeure had extended the contractual completion date.

Principle

Force majeure must be interpreted in connection with the contractual mechanism governing:

completion;

extension of time;

notice;

causation.

It therefore demonstrates that force majeure is not simply an independent label; it operates within the architecture of the contract.

17. Case Law 6: DIFC Investments LLC v Mohammed Akbar Mohammed Zia

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

The Court considered whether acts of a bank blocking a transfer could amount to force majeure under Article 82 of the DIFC Contract Law.

The Court noted that the relevant provision excused non-performance caused by an impediment beyond the party's control, but excluded a mere obligation to pay. It also considered the consequences of termination.

Principle

A force-majeure argument must be connected to the character of the particular obligation.

This is particularly relevant to modern financial contracts, where parties may attempt to classify inability to make payment as force majeure.

18. Case Law 7: SPX Middle East FZE v Judi for Food Industries

SPX Middle East FZE v Judi for Food Industries [2013] DIFC CFI 002

The contract contained a detailed force-majeure clause covering circumstances that prevented or delayed performance.

The clause required written notice and identified the consequences of the force-majeure event for the affected obligation. The contract also contained limitations concerning financial and consequential losses.

Principle

A carefully drafted force-majeure clause can operate together with:

notice provisions;

limitation-of-liability provisions;

exclusion of consequential loss;

contractual remedies.

The court therefore needs to read the entire contractual framework rather than isolate the words "force majeure."

19. Case Law 8: Minni v Mithal

Minni v Mithal [2021] DIFC SCT 354

The contract contained a detailed pandemic-related force-majeure clause covering events such as:

act of God;

war;

government regulations;

disaster;

strikes;

civil disorder;

pandemic-related transportation restrictions;

terrorism affecting transportation.

The clause also specified geographic and timing requirements.

Principle

Parties can draft highly specific force-majeure clauses.

Therefore, the court may need to determine:

Is the event listed?

Did it occur within the contractual geographic area?

Did it occur during the specified period?

Did it actually prevent contractual performance?

Was the required notice given?

20. Case Law 9: MAG Development Services Ltd v The Collection Club Restaurant Ltd

MAG Development Services Ltd v The Collection Club Restaurant Ltd & Others [2026] DIFC CFI 092/2024

This is an especially important recent authority.

The dispute arose after the Dubai floods and involved an argument that the resulting financial hardship constituted force majeure.

The defendants relied upon Article 82 of the DIFC Contract Law.

The Court distinguished between genuine force-majeure impediments and a mere inability to pay rent. Article 82 expressly excludes a "mere obligation to pay" from force-majeure protection. The Court concluded that the particular rent obligation could not be protected by force majeure under that provision.

Principle

Financial hardship is not automatically force majeure.

This is highly relevant to UAE commercial disputes.

21. Case Law 10: Collection Club v MAG Development Services

The related appeal, The Collection Club Restaurant Ltd & Others v MAG Development Services Ltd [2026] DIFC CA 006, provides an important modern interpretation.

The DIFC Court of Appeal stressed that force majeure and English-law frustration are different concepts.

The Court held that Article 82 of the DIFC Contract Law contains a specific statutory force-majeure regime and should not simply be equated with common-law frustration. It also confirmed the distinction between monetary obligations and obligations to perform acts or services.

Importance

This case demonstrates a broader interpretive lesson:

A court should apply the force-majeure doctrine contained in the governing legal system rather than importing a different doctrine from another legal tradition without justification.

22. Contractual Force Majeure Clauses

A UAE contract may contain its own force-majeure clause.

Such a clause commonly specifies:

war;

terrorism;

natural disaster;

flood;

earthquake;

pandemic;

government action;

embargo;

strikes;

transport interruption;

cyberattack.

It may also specify:

notice period;

evidence requirements;

mitigation;

suspension;

extension of time;

termination;

cost allocation.

The parties therefore have significant scope to define the contractual consequences, subject to mandatory UAE law.

23. Narrow vs Broad Interpretation

A court may need to determine whether the clause is:

Narrow

Only expressly listed events qualify.

Broad

The clause covers listed events plus other events beyond reasonable control.

Even with broad wording, the claimant should generally establish the necessary causal relationship between the event and the non-performance.

A clause stating:

"Any event beyond the party's control"

does not necessarily mean:

"Any event making performance inconvenient."

The contractual wording must be interpreted in its context.

24. Notice Requirements

Notice is frequently one of the most litigated issues.

A contract may require:

Notice within 7, 14 or 30 days.

The notice may need to state:

event;

date;

affected obligation;

expected duration;

consequences;

mitigation measures.

The Rohan litigation demonstrates the importance of sufficiently identifying the force-majeure event and its effect on performance.

Under the new Civil Transactions Law, however, the statutory force-majeure provision itself does not appear to impose a general prior-notice condition equivalent to a contractual notice clause; contractual notice requirements therefore remain especially important where the parties have expressly agreed them.

25. Mitigation

A party invoking force majeure should consider reasonable steps to reduce the effect of the event.

Examples:

alternative supplier;

alternative route;

replacement equipment;

substitute labour;

alternative premises;

alternative technology;

temporary modification;

partial performance.

Failure to mitigate may weaken the claim where the alleged impossibility could reasonably have been overcome.

This principle is particularly important in construction and supply contracts.

26. Force Majeure in Construction Contracts

Construction disputes frequently involve:

material shortages;

labour shortages;

government restrictions;

extreme weather;

transport disruption;

war;

supply-chain interruption.

A contractor may seek:

extension of time;

suspension;

termination;

relief from delay damages.

The contractor should establish:

Event → contractual coverage → actual delay → critical-path impact → inability to avoid → notice → mitigation.

A generic statement that "the market was disrupted" is generally weaker than a documented delay analysis showing how the event prevented the critical contractual activity.

27. Force Majeure and FIDIC Contracts

FIDIC contracts commonly contain detailed force-majeure provisions.

A UAE court or arbitral tribunal may therefore need to interpret:

the contractual definition;

notice;

extension of time;

cost entitlement;

termination;

exceptional events.

This is important because statutory UAE force majeure and contractual FIDIC relief are related but not necessarily identical.

The parties should therefore identify:

governing law;

contractual force-majeure clause;

statutory force-majeure rule;

dispute-resolution clause.

28. War as Force Majeure

War is a classic force-majeure event, but its legal effect depends upon:

timing;

geographical effect;

contractual wording;

actual impact;

availability of alternative performance;

sanctions;

government restrictions.

Suppose a contract requires shipment through a particular route.

If war makes that route impossible but another commercially reasonable route exists, the analysis may become more complicated.

The question becomes:

Is performance of the contractual obligation impossible, or merely more expensive?

The distinction remains critical under Article 236.

29. Government Action

Government action may potentially constitute force majeure where it legally prevents performance.

Examples:

prohibition on imports;

licence cancellation;

compulsory closure;

export ban;

government seizure;

legally binding restriction.

But the party must distinguish:

legal impossibility

from

commercial inconvenience caused by regulation.

A regulatory change that makes a particular business model less profitable does not automatically make an existing contractual obligation impossible.

30. Pandemic

A pandemic may qualify as force majeure in appropriate circumstances.

However:

Pandemic ≠ automatic force majeure.

The court must examine:

when the contract was signed;

what was known at that time;

the contractual wording;

government restrictions;

actual effect on performance;

alternatives;

mitigation.

A contract signed after COVID-19 had become a known risk presents a different foreseeability question from a contract signed before the pandemic.

31. Floods and Natural Disasters

Natural disasters are classic examples of possible force majeure.

But again, the event itself is not decisive.

Consider:

A flood destroys a unique construction site and makes completion impossible.

This may satisfy Article 236.

But if a flood merely delays work for two weeks while alternative arrangements are available, the legal consequences may be different.

The new Article 236 expressly accommodates temporary impossibility in continuing contracts.

32. Supply-Chain Disruption

Supply-chain disruption is particularly difficult.

Suppose:

Supplier A becomes unavailable.

Supplier B remains available at twice the price.

The buyer may argue:

"Performance became impossible."

The seller may respond:

"Performance remained possible; it merely became expensive."

The legal distinction is critical.

If an alternative source reasonably exists, absolute impossibility may be difficult to establish.

The facts may instead support a hardship argument under Article 224.

33. Price Increase Is Not Necessarily Force Majeure

This principle deserves separate emphasis.

Suppose a contract price is:

AED 1 million.

The cost of performance rises to:

AED 1.8 million.

That may cause serious commercial hardship.

But performance remains possible.

Therefore, the legal analysis may belong under exceptional circumstances/hardship, not force majeure.

Article 224 addresses exceptional general circumstances that make performance excessively onerous and threaten serious loss.

34. Article 224: Hardship

Article 224 is therefore the principal companion to Article 236.

Where:

an exceptional general circumstance arises;

it was not reasonably foreseeable;

performance remains possible;

performance becomes excessively onerous;

serious loss is threatened;

the court can balance the interests of the parties and provide statutory relief, including adjustment or rescission in circumstances recognised by the new law.

Simple comparison

35. Temporary Impossibility

One of the important improvements in the new law concerns temporary impossibility.

Article 236(3) addresses continuing contracts where performance is temporarily impossible.

Depending on the circumstances, the parties may invoke:

extinguishment of the affected obligation;

modification of the contract;

judicial rescission.

This is especially relevant to:

leases;

service contracts;

construction contracts;

supply arrangements;

technology agreements;

maintenance contracts.

36. Partial Impossibility

Suppose a supplier has agreed to deliver:

100,000 units.

A force-majeure event makes delivery of:

40,000 units

impossible.

The entire contract does not necessarily have to be treated identically.

The new Article 236 expressly deals with partial impossibility and allows legal consequences directed at the affected portion, with judicial rescission available in appropriate circumstances.

37. Payment Obligations

A difficult issue is whether inability to pay constitutes force majeure.

Generally, ordinary financial difficulty does not automatically establish force majeure.

The recent Collection Club v MAG decision illustrates the strict treatment of monetary obligations under the DIFC statutory regime. The Court of Appeal held that Article 82's exclusion of a "mere obligation to pay" prevented the force-majeure defence from excusing the rent obligation in that case.

For onshore UAE law, the precise analysis must be made under Article 236, the contract and the facts, rather than mechanically importing the DIFC rule.

38. Force Majeure and Frustration

These concepts should not automatically be treated as identical.

UAE statutory force majeure

Based upon statutory rules concerning impossibility.

English-law frustration

A common-law doctrine concerning supervening events that fundamentally alter contractual obligations.

The DIFC Court of Appeal in Collection Club v MAG expressly warned against equating DIFC statutory force majeure with English-law frustration.

This is an important comparative-law examination point.

39. Force Majeure and Contract Interpretation

The court generally needs to interpret:

wording of the clause;

nature of the obligation;

contractual allocation of risk;

surrounding circumstances;

notice provisions;

consequences of the event.

The new UAE Civil Transactions Law also strengthens contractual interpretation and good-faith principles, reinforcing the importance of interpreting contractual obligations within their legal and commercial context.

40. Burden of Proof

The party invoking force majeure generally bears the burden of establishing the relevant facts.

It should prove:

existence of event;

unforeseeability;

lack of control;

impossibility;

causation;

inability to avoid;

compliance with contractual requirements.

The Rohan/Daman litigation is particularly useful because the Court expressly recognised the burden on the party relying upon force majeure to establish both the event and its causal effect.

41. Evidence Required

Useful evidence may include:

government orders;

regulatory notices;

shipping records;

weather records;

engineering reports;

expert reports;

supplier correspondence;

purchase records;

alternative supplier quotations;

project schedules;

delay analysis;

photographs;

insurance documents;

contemporaneous notices;

financial records.

A force-majeure defence based only on a general assertion is substantially weaker than one supported by contemporaneous evidence.

42. Force Majeure and Insurance

Force majeure and insurance are different legal mechanisms.

A force-majeure clause determines contractual responsibility.

Insurance determines whether a policy covers a loss.

Therefore:

A force-majeure event does not automatically establish insurance coverage.

The policy must separately be examined for:

insured peril;

exclusions;

causation;

notification;

deductibles;

business interruption;

government action;

war exclusions.

43. Force Majeure and Damages

If force majeure genuinely excuses non-performance, the claimant may not necessarily recover ordinary damages for that excused non-performance.

But consequences depend upon:

statutory regime;

contractual clause;

type of impossibility;

termination provisions;

accrued obligations;

restitution;

notice;

independent breaches.

A party cannot necessarily use force majeure to erase liabilities that arose independently before the event.

44. Force Majeure and Delay

Delay alone does not necessarily establish force majeure.

The court may ask:

Was the delay caused by the force-majeure event?

If a project was already six months late before the force-majeure event occurred, the party may not be entitled to attribute the entire six-month delay to force majeure.

This is why contemporaneous project records and critical-path analysis can be decisive in construction disputes.

45. Force Majeure and Concurrent Causes

Sometimes two causes exist simultaneously.

Example:

contractor's own delay = 60 days;

force-majeure event = 30 days.

The court may need to determine which part of the delay is actually attributable to the force-majeure event.

This is another reason why the party invoking force majeure must establish causal effect rather than simply identify a major external event.

46. Force Majeure in Technology Contracts

Modern technology contracts create new force-majeure questions.

Potential events include:

cloud-provider outage;

cyberattack;

government internet restriction;

data-centre destruction;

telecommunications failure;

critical software vulnerability;

blockchain-network failure.

But a party may face difficulty if the contract required:

backup systems;

redundancy;

disaster recovery;

alternative hosting;

cybersecurity measures.

If reasonable alternatives were contractually required and available, impossibility may be harder to establish.

47. Force Majeure and Fintech

For fintech businesses, potential events include:

payment-network shutdown;

regulatory prohibition;

banking-system interruption;

cyberattack;

sanctions;

blockchain failure;

exchange closure;

government restriction.

The legal analysis should distinguish:

system-wide impossibility

from

business-specific operational failure.

For example, a general market decline does not automatically make a fintech company's contractual obligations impossible.

48. Force Majeure and Digital Assets

Digital-asset contracts create particularly complex issues.

Suppose a smart contract requires delivery of a digital asset.

A blockchain network becomes unavailable.

Questions include:

Was the network failure unforeseeable?

Was an alternative network available?

Did the contract identify blockchain failure as force majeure?

Was performance technically impossible?

Was it merely delayed?

Could the transaction be executed later?

Did the party have a backup mechanism?

The legal analysis should focus on the contractual obligation, not merely the technological event.

49. Force Majeure and Arbitration

Force-majeure disputes are frequently submitted to arbitration.

An arbitral tribunal may need to determine:

governing law;

contractual interpretation;

statutory force majeure;

factual causation;

expert evidence;

notice;

mitigation;

damages.

The tribunal should distinguish between:

jurisdictional questions

and

substantive force-majeure questions.

The arbitration clause itself normally determines whether the tribunal can hear the dispute, while the governing law determines the substantive force-majeure doctrine.

50. Six Major Case Laws — Quick Revision Table

51. Practical Test for UAE Force Majeure

A useful examination formula is:

E + U + A + I + C + M

Where:

E = External event

U = Unforeseeable

A = Unavoidable

I = Impossibility

C = Causation

M = Mitigation

The stronger the evidence for all six elements, the stronger the force-majeure argument.

52. Example: War and Supply Contract

A UAE company agrees to import specialised equipment.

After signing:

war closes the only legally available shipping route;

the equipment cannot be transported through another route;

government restrictions prohibit alternative importation;

the equipment cannot be sourced elsewhere;

the company promptly notifies the buyer.

The facts may support force majeure because the contractual performance may have become objectively impossible.

53. Example: Increased Shipping Costs

Assume instead:

the normal route costs AED 100,000;

war makes the route unavailable;

another route exists;

alternative shipping costs AED 400,000.

Performance remains possible.

The legal analysis may therefore shift toward hardship under Article 224, rather than force majeure under Article 236.

This distinction is fundamental.

54. Example: Temporary Government Closure

A government order closes a business for 30 days.

The contract is a continuing service agreement.

Performance is impossible during the closure but possible afterward.

Under the new Article 236 framework, temporary impossibility in a continuing contract can have consequences including extinguishment of the affected obligation, contractual modification and potentially judicial rescission depending on the circumstances.

This is an important development compared with the simpler structure of the former Article 273.

55. Example: Partial Impossibility

A contractor has to construct ten identical units.

A force-majeure event destroys the materials for three units while materials for seven units remain available.

The court may need to determine whether:

only three obligations are extinguished;

the contract should be partially adjusted;

the entire contract should be rescinded.

Article 236 expressly recognises partial impossibility and provides mechanisms for dealing with it.

56. Force Majeure Is Not a General Escape Clause

The doctrine should not be confused with:

poor business performance;

insufficient cash flow;

loss of profitability;

bad investment;

ordinary price fluctuation;

ordinary market competition;

management error;

poor planning.

A party cannot normally transform a commercially bad bargain into force majeure.

Where performance remains possible but extraordinarily burdensome, Article 224 hardship should be examined instead.

57. New Civil Transactions Law: Important Change

The new law preserves the strict impossibility foundation but makes the consequences of partial and temporary impossibility more flexible.

Under Article 236:

total impossibility can result in automatic rescission;

partial impossibility receives specific treatment;

temporary impossibility in continuing contracts can justify modification or other statutory consequences.

Therefore, the new law does not transform force majeure into a broad hardship doctrine.

Instead, it provides more nuanced remedies once genuine impossibility has been established.

58. Force Majeure and Good Faith

Good faith remains important in contract performance.

A party invoking force majeure should not:

conceal the event;

exaggerate its effects;

deliberately fail to mitigate;

manufacture evidence;

use the event opportunistically.

Likewise, the other party should not ignore genuine impossibility merely to impose contractual penalties.

The new Civil Transactions Law reinforces good-faith performance and interpretation as an important element of contractual relations.

59. Importance of Contract Drafting

A well-drafted UAE contract should address:

definition of force majeure;

listed events;

catch-all language;

foreseeability;

geographical limits;

notice;

evidence;

mitigation;

suspension;

extension of time;

cost consequences;

termination;

prolonged force majeure;

partial performance;

interaction with statutory rights.

Poor drafting can create uncertainty even where the underlying event is genuinely extraordinary.

60. Judicial Interpretation: Core Principles

The UAE approach can therefore be summarised as follows:

Principle 1

Force majeure concerns impossibility, not mere difficulty.

Principle 2

The event should generally be external and unforeseeable.

Principle 3

The party invoking it must establish causal connection.

Principle 4

Reasonable avoidance and mitigation matter.

Principle 5

Contractual notice provisions should be followed carefully.

Principle 6

Partial and temporary impossibility receive specific treatment under Article 236.

Principle 7

Hardship under Article 224 should not be confused with force majeure.

Principle 8

Financial difficulty does not automatically establish force majeure.

Principle 9

Contractual force-majeure wording must be interpreted as a whole.

Principle 10

DIFC force-majeure authorities should not automatically be treated as binding on onshore UAE courts.

61. Onshore UAE Courts vs DIFC Courts

This distinction is essential.

Onshore UAE

The principal current statutory framework is the 2025 Civil Transactions Law, particularly Article 236 for force majeure and Article 224 for exceptional circumstances.

DIFC

DIFC has its own contractual legislation and jurisprudence.

The DIFC decisions discussed above are therefore:

directly relevant within their jurisdiction;

useful for comparative UAE commercial analysis;

not automatically binding on onshore UAE courts.

This distinction should always be stated in an examination answer.

62. Exam-Ready Answer

A concise examination formulation is:

Force majeure under UAE civil law is a statutory doctrine applicable where an external and unforeseeable event beyond the obligor's control makes contractual performance impossible. Under Article 236 of the UAE Civil Transactions Law 2025, applicable from 1 June 2026, total impossibility in bilateral contracts may extinguish the corresponding obligations and automatically rescind the contract, while partial and temporary impossibility receive more flexible treatment. The doctrine must be distinguished from exceptional hardship under Article 224, where performance remains possible but becomes excessively onerous. UAE and DIFC jurisprudence emphasises proof of the event, causation, impossibility, notice where contractually required, and reasonable mitigation.

63. Conclusion

UAE force-majeure law combines a statutory impossibility doctrine with contractual interpretation.

The new Civil Transactions Law, effective from 1 June 2026, retains the core rule that genuine force majeure can extinguish contractual obligations where performance becomes impossible, while Article 236 expressly provides more detailed treatment of partial and temporary impossibility.

The central distinction is between:

Impossible performance → Force majeure

and

Excessively burdensome performance → Exceptional circumstances/hardship

The cases reinforce that a party cannot simply point to a crisis, pandemic, war, flood or economic disruption. It must establish that the event actually affected the particular contractual obligation and produced the legally relevant consequences.

The Dubai Court of Cassation's 2023 COVID-19 authority is particularly important because it demonstrates that the existence of a pandemic did not, by itself, excuse a financial obligation; the actual impact on performance had to be proved.

The Rohan/Daman cases further demonstrate the importance of contractual wording, notice, causation and mitigation.

The recent MAG Development / Collection Club decisions show how modern courts continue to distinguish genuine force majeure from financial hardship and how the applicable statutory regime controls the analysis.

Therefore, the best way to understand UAE force majeure is:

Extraordinary event + unforeseeability + inability to avoid + objective impossibility + causation + appropriate contractual/statutory consequences = force-majeure relief.

Quick Revision Keywords

Force Majeure → Article 236 → Impossibility → External Event → Unforeseeability → Unavoidability → Causation → Mitigation → Notice → Total Impossibility → Partial Impossibility → Temporary Impossibility → Automatic Rescission → Contract Modification → Article 224 → Exceptional Circumstances → Hardship → War → Pandemic → Flood → Government Action → Supply Chain → Construction Delay → FIDIC → Payment Obligations → Evidence → Contract Interpretation → DIFC → Dubai Court of Cassation → Frustration Distinction.