Civil Law and UAE Force Majeure Under UAE Civil Code Article Principles

1. Introduction

Force majeure is a statutory principle in UAE civil law dealing with situations where an external, unforeseeable and unavoidable event makes contractual performance impossible.

A major current-law point is important: Federal Decree-Law No. 25 of 2025 on the Civil Transactions Law entered into force on 1 June 2026 and repealed the 1985 Civil Transactions Law. The present statutory force-majeure provision is Article 236 of the 2025 Civil Transactions Law, which substantially preserves the traditional Article 273 approach under the former Civil Code.

Therefore, when studying older cases, it is useful to remember:

Old Article 273 → Current Article 236

The older case law remains particularly useful for understanding how UAE courts approach unforeseeability, unavoidability, impossibility and causation, although current disputes must be analysed under the 2025 Law where applicable.

2. Meaning of Force Majeure

Force majeure means an extraordinary external event that prevents a party from performing a contractual obligation.

Typical examples may include:

• natural disasters;
• extraordinary government prohibitions;
• destruction of the subject matter;
• war or legally imposed restrictions;
• closure of essential routes;
• certain exceptional governmental measures;
• other events which objectively make performance impossible.

However, not every difficult event is force majeure.

For example:

Higher cost ≠ automatically force majeure

Loss of profit ≠ automatically force majeure

Market decline ≠ automatically force majeure

Financial difficulty ≠ automatically force majeure

The central question is whether the event has made the relevant contractual performance legally or factually impossible, rather than merely inconvenient or expensive.

3. Current Article 236 of the UAE Civil Transactions Law

The current Article 236 is the principal statutory provision concerning force majeure and impossibility under the new UAE Civil Transactions Law.

Its basic structure is:

A. Complete impossibility

Where force majeure makes performance impossible in a bilateral contract, the corresponding obligations cease and the contract is dissolved by operation of law.

B. Partial impossibility

If only part of the obligation becomes impossible, the affected part may cease while the remainder can continue, subject to the statutory consequences.

C. Temporary impossibility

Where impossibility is temporary, particularly in continuing contracts, the law provides mechanisms dealing with the temporary inability to perform.

The new provision therefore retains the fundamental structure of the former Article 273 while introducing additional clarity concerning partial and temporary impossibility.

4. Essential Elements of Force Majeure

UAE jurisprudence developed several important requirements under former Article 273.

4.1 External event

The event must arise from a cause outside the normal control of the party relying upon force majeure.

The party cannot ordinarily manufacture the impossibility itself and then rely upon that situation as force majeure.

4.2 Unforeseeability

The event must not reasonably have been foreseeable when the contract was concluded.

The relevant question is generally objective:

What could a reasonable contracting party in the same circumstances have anticipated?

The courts have therefore been reluctant to treat ordinary commercial risks as force majeure.

4.3 Unavoidability

The party must show that the event or its consequences could not reasonably have been avoided or overcome.

If reasonable alternatives existed, a force-majeure argument becomes considerably weaker.

4.4 Impossibility

This is the most important requirement.

The event must make contractual performance objectively impossible, rather than merely:

• expensive;
• inconvenient;
• commercially unattractive;
• less profitable;
• delayed;
• difficult.

The distinction between impossibility and hardship is fundamental to UAE civil law.

4.5 Causal connection

There must be a direct connection between the force-majeure event and the failure to perform.

The party must establish:

Event → Impossibility → Non-performance

If the contractual breach would have occurred even without the alleged force-majeure event, the defence may fail.

5. Force Majeure vs Hardship

This is one of the most important examination distinctions.

The new Civil Transactions Law preserves this conceptual distinction. Article 224 addresses exceptional circumstances where performance remains possible but becomes excessively burdensome, whereas Article 236 concerns impossibility.

Simple example

A government prohibition makes delivery of a particular legally prohibited product impossible:

Possible Article 236 force majeure.

A sudden increase in transportation costs makes delivery extremely expensive but still possible:

More likely an Article 224 hardship issue, not force majeure.

6. Effect of Force Majeure

Where the requirements are satisfied, force majeure can have powerful consequences.

Complete impossibility

The corresponding contractual obligations can be extinguished and the bilateral contract dissolved by operation of law.

Partial impossibility

Only the impossible portion may be extinguished, with the remaining contractual obligations potentially continuing.

Temporary impossibility

Temporary impossibility may affect performance for the relevant period, particularly in continuing contracts.

Thus, force majeure is not simply a defence against damages. It can affect the existence and continuation of the contractual obligation itself.

7. Burden of Proof

The party invoking force majeure must establish the factual circumstances supporting the defence.

Important evidence may include:

• government orders;
• official restrictions;
• correspondence;
• technical reports;
• delivery records;
• shipping records;
• expert reports;
• photographs;
• destruction reports;
• regulatory communications;
• alternative-performance evidence;
• contractual notices.

A party should therefore not simply state:

“The event was force majeure.”

It should demonstrate:

What happened → when it happened → why it was unforeseeable → why it could not be avoided → why performance became impossible → what obligation became impossible.

8. Case Laws

Case 1: UAE Federal Supreme Court – Case No. 146/2008

This case concerned an advertising/services arrangement connected with a festival that was subsequently cancelled following a period of national mourning.

The Federal Supreme Court treated the cancellation as an external cause that made the remaining performance impossible.

Principle

An external event that genuinely prevents the remaining contractual performance may activate the statutory force-majeure consequences.

Importance

The case illustrates that force majeure focuses on the effect of the event upon contractual performance, rather than merely the label attached to the event.

Case 2: Dubai Court of Cassation – Judgment No. 142/2012 (Real Estate)

The Dubai Court of Cassation explained the traditional requirements for force majeure.

The event must be:

1. unexpected at the time of contracting;
2. unavoidable; and
3. incapable of having its consequences avoided.

The assessment is substantially objective and considers what a reasonable person in comparable circumstances could have anticipated.

Principle

Force majeure is not established simply because an event is serious or economically damaging.

Importance

This case is useful for understanding the foreseeability and avoidability tests.

Case 3: Dubai Court of Cassation – Judgment No. 49/2014 (Real Estate)

The Court held that where force majeure is established under Article 273, the relevant obligation can cease without compensation for damage resulting from the non-performance.

The case is important because force majeure under the Civil Code was understood as producing a discharge, rather than merely giving a party additional time to perform.

Principle

Force majeure is fundamentally connected with impossibility, not simply contractual delay.

Importance

It demonstrates the significant legal consequences that follow once the Article 273 conditions are established.

Case 4: Dubai Court of Cassation – Judgment No. 207/2012

The dispute involved claims concerning the effects of the global financial crisis and delays connected with regulatory/licensing matters.

The Court rejected the force-majeure argument in circumstances where the relevant risks were considered foreseeable or avoidable.

Principle

General market deterioration and foreseeable commercial risks do not automatically constitute force majeure.

Importance

The case illustrates that courts distinguish between:

extraordinary external impossibility

and

ordinary commercial/business risk.

A commercial downturn cannot simply be converted into a force-majeure defence.

Case 5: Dubai Court of Cassation – Judgment No. 337/2018

This case involved transportation of goods toward Afghanistan through Pakistan and difficulties arising from the closure of the relevant border.

The party invoking an emergency argued that military activity caused the disruption.

The Court considered the surrounding circumstances and found that the military activity relied upon was sufficiently foreseeable in the relevant context.

Principle

An event may be serious without satisfying the legal requirement of unforeseeability.

Importance

The case demonstrates that geopolitical disruption is not automatically force majeure. Its foreseeability must be assessed in the particular circumstances.

Case 6: Dubai Court of Cassation – Judgment No. 479/2021

This was one of the important COVID-era cases.

The Court examined whether pandemic-related circumstances had actually made contractual performance impossible.

The important point was that the pandemic did not automatically establish force majeure. The party had to demonstrate that the pandemic or related restrictions actually prevented performance of the relevant contractual obligation.

Principle

COVID-19 ≠ automatic force majeure.

The legal analysis remains obligation-specific.

Importance

This case is particularly important because it demonstrates that even a worldwide crisis does not eliminate the need to establish:

• impossibility;
• causation;
• foreseeability;
• avoidability.

Case 7: Abu Dhabi Court of Cassation – Judgment No. 835/2021

The Abu Dhabi Court of Cassation considered force majeure in the context of COVID-19-related contractual difficulties.

The Court distinguished force majeure from mere onerousness.

Principle

A circumstance may make performance extremely burdensome without making it legally impossible.

That situation may fall within the doctrine of exceptional circumstances/hardship rather than force majeure.

Importance

This is a useful case for distinguishing the two statutory doctrines:

Article 236 → impossibility

Article 224 → excessive onerousness/hardship

Case 8: Dubai Court of Cassation – Judgment No. 509/2016 (Real Estate)

This case is significant for the relationship between contractual wording and the statutory concept of force majeure.

The parties had attempted to treat failure by a third party/master developer as force majeure.

The Dubai Court of Cassation did not simply accept the contractual label and examined whether the circumstances satisfied the proper legal concept of force majeure.

Principle

Calling an event “force majeure” in a contract does not necessarily mean that every failure falling within that wording automatically satisfies the statutory concept.

Importance

The case shows the importance of the legal substance of the event, rather than merely its contractual description.

9. Construction Contracts

Force majeure is particularly important in construction disputes.

Potential events include:

• destruction of a construction site;
• government prohibition;
• extraordinary material shortages;
• closure of essential transportation routes;
• war-related restrictions;
• natural disasters.

But a contractor generally must distinguish:

Force majeure

“Construction has become objectively impossible.”

from:

Delay/hardship

“Construction is still possible but substantially more difficult or expensive.”

The latter may require analysis under hardship provisions, extension-of-time clauses, variation clauses or the specific contractual risk-allocation mechanism.

10. Commercial Contracts

In commercial contracts, the court may examine:

1. the precise contractual obligation;
2. the alleged force-majeure event;
3. foreseeability at contract formation;
4. reasonable alternatives;
5. mitigation;
6. actual impossibility;
7. causal connection;
8. contractual force-majeure wording;
9. notice requirements;
10. consequences provided by the contract.

Even where the contract contains a force-majeure clause, the factual evidence remains crucial.

11. Notice of Force Majeure

UAE statutory force majeure should be distinguished from contractual force-majeure clauses.

The Civil Transactions Law does not simply make a generic statutory notice requirement the universal test for force majeure. However, a contract may impose notification requirements.

Failure to notify may therefore:

• breach the contract;
• weaken the evidential case;
• prevent reliance on certain contractual protections;
• affect damages or mitigation issues.

Recent commentary on UAE jurisprudence emphasizes that courts may also consider the parties' conduct and commercial practices when assessing the effect of notice.

12. Force Majeure and Monetary Obligations

Particular care is required where the alleged impossibility concerns payment of money.

A financial crisis, reduced revenue or lack of liquidity does not ordinarily mean that payment itself has become objectively impossible.

This distinction is particularly clear in DIFC jurisprudence. In DIFC Investments LLC v Mohammed Akbar Mohammed Zia [2017] DIFC CFI 001 / CA 005, the DIFC courts treated a payment obligation separately from other contractual obligations under Article 82 of the DIFC Contract Law.

The later MAG Development Services Ltd v The Collection Club Restaurant Ltd [2026] DIFC CFI 092/2024 and appeal CA 006/2026 reaffirmed that DIFC's Article 82 specifically distinguishes a “mere obligation to pay” from non-monetary performance.

Important: DIFC law is a separate legal regime and should not be mechanically treated as identical to UAE mainland Civil Transactions Law.

13. Force Majeure and COVID-19

COVID-19 provides a useful illustration.

The correct question was not:

“Was COVID-19 a force majeure event?”

The better question was:

“Did COVID-19 or a particular government measure make this particular contractual obligation impossible for this particular party at this particular time?”

This explains why courts could reach different results depending upon:

• the contract;
• date of contracting;
• type of obligation;
• government restrictions;
• availability of alternatives;
• evidence of impossibility.

The COVID jurisprudence therefore reinforces the fact-specific nature of force majeure.

14. Force Majeure and Causation

A useful formula is:

Force-Majeure Event → Direct Impact → Impossibility → Non-Performance

If one link is missing, the defence may fail.

Example

A supplier says:

“War increased my costs by 60%.”

That alone may not establish force majeure.

But if:

Government restrictions legally prohibit shipment of the contracted goods through every reasonably available route,

the impossibility argument becomes substantially stronger.

15. Force Majeure and Mitigation

A party invoking force majeure should consider reasonable steps to reduce the consequences.

Examples:

• alternative suppliers;
• alternative transportation;
• alternative facilities;
• alternative delivery routes;
• substitute personnel;
• regulatory applications;
• temporary performance arrangements.

If reasonable alternatives could have overcome the disruption, the assertion of impossibility becomes weaker.

16. Force Majeure and Contractual Risk Allocation

Contract drafting remains extremely important.

A force-majeure clause may specify:

• war;
• epidemic;
• pandemic;
• governmental action;
• embargo;
• sanctions;
• natural disasters;
• cyber incidents;
• transportation disruption;
• supply-chain interruption;
• notification requirements;
• mitigation;
• suspension periods;
• termination rights.

However, the statutory rules and the contractual clause must be read together.

A contract may allocate specific risks differently, but the court still examines the actual contractual language and factual circumstances.

17. Important Current-Law Change: Article 273 → Article 236

For examination purposes, this transition should be memorised:

Former Civil Code

Federal Law No. 5 of 1985

Article 273 = Force Majeure

Current Civil Transactions Law

Federal Decree-Law No. 25 of 2025

Effective: 1 June 2026

Article 236 = Force Majeure

The 2025 Law repealed the former 1985 Civil Transactions Law.

The basic legal philosophy remains substantially continuous: genuine impossibility caused by an external extraordinary event can discharge contractual obligations, while excessive difficulty without impossibility is dealt with under the separate hardship/exceptional-circumstances regime.

18. Exam-Oriented Legal Test

When answering a force-majeure problem, use this sequence:

Step 1 — Identify the contract

Is it bilateral and legally binding?

Step 2 — Identify the event

What extraordinary event allegedly caused non-performance?

Step 3 — Test foreseeability

Could the event reasonably have been anticipated when the contract was made?

Step 4 — Test avoidability

Could the party reasonably have prevented or overcome its effects?

Step 5 — Test impossibility

Did performance actually become impossible?

Step 6 — Test causation

Did the event directly cause the non-performance?

Step 7 — Examine partial/temporary impossibility

Is the impossibility complete, partial or temporary?

Step 8 — Examine hardship

If performance remains possible but excessively burdensome, consider the exceptional-circumstances provision rather than force majeure.

Step 9 — Examine the contract

Check the contractual force-majeure clause, notice provisions and risk allocation.

Step 10 — Determine remedy

Possible consequences include:

• extinction of the affected obligation;
• dissolution/rescission of the contract;
• partial discharge;
• treatment of temporary impossibility;
• judicial adjustment where hardship rather than impossibility is established.

19. Key Legal Principles

20. Short Case-Law Revision Table

The COVID-era cases particularly demonstrate that the courts examine the actual contractual obligation and causal effect, rather than treating the existence of a crisis as sufficient by itself.

21. Conclusion

UAE force majeure is fundamentally an impossibility doctrine.

Under the former Civil Code, the principal provision was Article 273. Under the current Civil Transactions Law effective from 1 June 2026, the corresponding provision is Article 236.

The central test can be remembered as:

External Event + Unforeseeable + Unavoidable + Actual Impossibility + Causation = Potential Force Majeure Relief

The most important distinction is:

Impossible performance → Force majeure / Article 236

Possible but excessively onerous performance → Exceptional circumstances / Article 224

Therefore, a party cannot ordinarily escape a contract merely because performance has become expensive, inconvenient, commercially unattractive or less profitable. The courts focus on whether the alleged event actually destroyed the possibility of contractual performance.

Ultra-short exam formula

Force Majeure = Unforeseeability + Unavoidability + Impossibility + Causation → Discharge/Contractual Consequences

Hardship = Exceptional Circumstances + Excessive Onerousness but Performance Possible → Judicial Adjustment.