Civil Law and UAE: Legal Advice Drafting Practice

1. Introduction

Legal advice drafting practice is the process by which a UAE lawyer converts facts, client instructions, legislation, case law and professional judgment into a written legal opinion or advice that is:

• legally accurate;
• factually supported;
• clearly reasoned;
• properly scoped;
• commercially useful;
• appropriately qualified; and
• understandable to the client.

It is not simply a matter of writing legal language. A good legal opinion must establish a reliable chain:

Client facts → legal issues → applicable law → authorities → analysis → risks → conclusion → recommended action.

This is particularly important under the current UAE Civil Transactions Law. Federal Decree by Law No. 25 of 2025 is now the applicable Civil Transactions Law, having entered into force on 1 June 2026. Article 120, for example, expressly addresses contractual interpretation, including intention, surrounding circumstances, custom, justice and good faith.

2. Meaning of Legal Advice Drafting

A legal advice memorandum generally answers five questions:

1. What are the facts?
2. What legal rules apply?
3. How do those rules apply to the facts?
4. What are the risks and uncertainties?
5. What should the client do?

A weak opinion often merely states:

“The client has a good case.”

A stronger opinion explains:

“On the facts presently available, Article X applies because A, B and C are established. However, the position is uncertain because D has not yet been proved. If D is established, the opposing party may argue E. The practical consequence is F.”

That difference is the essence of professional legal drafting.

3. Legal Advice as Professional Service

Legal advice creates a professional relationship between lawyer and client.

The lawyer therefore needs to consider:

• competence;
• reasonable care and skill;
• confidentiality;
• conflicts;
• scope of instructions;
• applicable law;
• jurisdiction;
• evidence;
• deadlines;
• commercial consequences.

A written opinion may subsequently be relied upon by the client when making major decisions involving:

• litigation;
• acquisition;
• financing;
• investment;
• restructuring;
• termination;
• settlement;
• regulatory compliance.

Accordingly, careless drafting can potentially create professional liability.

4. Case Law 1 — Obie v Osric [2025] DIFC CFI 095

This is one of the most directly relevant recent authorities.

Facts

The claimant retained a legal consultancy. Allegations concerned representations about the provider's legal status and qualifications and the quality of the advice provided.

The court found that the communications created an implied representation that the relevant individual was a qualified practising lawyer. It also found that the drafting and advice fell below the reasonable standard of care.

Principle

A provider of legal services must meet the reasonable standard of skill and care expected of a legal-services provider.

Drafting lesson

A lawyer should never:

• provide advice outside competence;
• imply qualifications that do not exist;
• present uncertain law as certain;
• omit material limitations;
• rely on unverified authorities.

Practical formula

Professional qualification + competence + verification + careful drafting = defensible legal advice.

5. Case Law 2 — Christopher James McDuff v KBH Kaanuun Ltd [2012] DIFC CFI 027

The DIFC proceedings involved a legal consultancy and raised issues concerning professional duties.

The court materials discuss the implied obligation of a solicitor to act with reasonable care and skill. The cited professional-liability principle also recognises that inadequate office procedures can contribute to negligence.

Principle

Professional competence is not confined to legal knowledge.

It can include:

• adequate office procedures;
• proper document handling;
• appropriate supervision;
• reliable administration.

Drafting significance

A legal opinion should be supported by a system that ensures:

• correct client facts;
• correct legislation;
• correct case citations;
• proper version control;
• partner review where necessary.

Thus:

Good legal drafting requires good legal processes.

6. Case Law 3 — Liliy & Logan DMCC v Mrs Leo Lucas [2020] DIFC SCT 170

The case involved a dispute over legal fees. The client alleged, among other matters, negligent legal advice, use of inexperienced personnel, overcharging and charging for work associated with another client.

Principle

The legal-services relationship is substantially influenced by the contractual terms governing the engagement.

Drafting significance

Before preparing legal advice, the lawyer should determine:

• What exactly was the firm instructed to advise on?
• Is the requested opinion within scope?
• Who is the client?
• Who will receive the opinion?
• Can the opinion be relied upon by third parties?
• Are there limitations on the advice?

Example

If the engagement is:

“Advise on UAE contractual enforceability,”

the lawyer should not silently assume that the engagement also covers:

• tax;
• competition;
• employment;
• regulatory licensing;
• insolvency;
• criminal consequences.

A proper opinion identifies those boundaries.

7. Case Law 4 — Landin v Lakhan & Lakshmi [2020] DIFC SCT 177

The defendants alleged negligent legal advice, use of inexperienced non-lawyers, overcharging and failure to provide the case file.

Drafting principle

Delegation requires supervision.

A senior lawyer cannot necessarily protect a firm from responsibility merely by saying:

“A junior employee prepared the opinion.”

The practice-management question is:

• Was the person competent?
• Was the work reviewed?
• Were important authorities checked?
• Was the final opinion approved?
• Were client instructions correctly understood?

Best practice

For important opinions:

Junior research → senior review → partner approval → client advice.

8. Case Law 5 — Watson Farley & Williams (Middle East) LLP v Bin Otaiba Investment Group [2025] DIFC CFI 086

This recent dispute involved a law firm, legal fees, allegations of professional negligence and related issues.

In its 2026 order concerning permission to appeal, the DIFC Court emphasised that professional-negligence allegations do not automatically require a full trial; the court considers whether the pleaded case has a real prospect of success and whether there is another compelling reason for trial.

Drafting significance

Legal advice should be:

• properly particularised;
• supported by evidence;
• logically connected to the legal issue;
• clear about what is established and what remains uncertain.

A lawyer should distinguish:

Fact

from

Inference

from

Legal proposition

from

Prediction

from

Recommendation.

9. Case Law 6 — Michael George Forbes v Robert Kidd [2023] DIFC CFI 081

This decision is particularly useful for understanding legal advice and drafting as regulated legal services.

The court considered the provision of UAE-law advice and drafting of a loan agreement governed by UAE law. It concluded that advice on UAE law and drafting contracts subject to UAE law fall within the relevant definition of legal services under the applicable Dubai regulatory framework.

Principle

The label attached to a document does not necessarily determine whether the activity constitutes legal services.

Drafting lesson

A lawyer should understand:

• applicable licensing requirements;
• jurisdiction;
• governing law;
• location where services are provided;
• scope of permitted practice.

This is particularly important in a UAE environment containing:

• mainland practice;
• DIFC;
• ADGM;
• foreign-law advice;
• cross-border transactions.

10. Case Law 7 — Stelian Gheorghe v BSA Ahmad Bin Hezeem & Associates LLP [2025] DIFC CFI 045

This case involved claims against a law firm and its lawyer and included an issue concerning potentially AI-generated material.

The court stayed the proceedings in favour of arbitration under the relevant arbitration agreement. It also observed that errors of law have no place in witness evidence filed by lawyers.

Drafting significance

This provides two important lessons.

First

Always check the dispute-resolution clause before giving litigation advice.

Second

Lawyers must carefully verify legal propositions appearing in:

• witness statements;
• pleadings;
• legal opinions;
• submissions;
• expert instructions.

The fact that text was generated or assisted by technology does not reduce the lawyer's responsibility to verify it.

11. Case Law 8 — Klesta Eshja & Hair Creators Salon LLC v Salah Masri & Others [2024] DIFC CFI 066

This is a major modern example concerning AI-assisted legal work.

The proceedings included issues relating to AI-assisted material and subsequent procedural applications and costs. The DIFC Court continued to deal with the matter through 2025–2026.

Drafting principle

AI-generated legal text is not automatically reliable legal analysis.

Before incorporating AI output into an opinion, the lawyer should verify:

1. legislation;
2. case existence;
3. case citation;
4. quotation;
5. paragraph reference;
6. procedural history;
7. current status;
8. whether the authority is binding, persuasive or irrelevant.

12. Structure of a UAE Legal Opinion

A professional UAE legal opinion can normally follow this structure.

A. Heading

LEGAL OPINION

To: Client

From: Law Firm

Date: Date

Re: Subject matter

B. Instructions

State precisely:

“We have been instructed to advise on whether…”

Do not silently expand the question.

C. Executive Summary

Give the client the answer first.

For example:

“On the facts presently provided, the contractual termination is likely to be legally effective, subject to the notice requirements discussed below.”

Then explain the qualification.

D. Material Facts

Separate:

• established facts;
• client assertions;
• assumptions;
• missing information.

This distinction is extremely important.

13. Facts Should Not Be Mixed With Conclusions

Poor drafting:

“The defendant unlawfully terminated the agreement.”

Better:

“The defendant issued a termination notice on 12 August. The agreement provides for 30 days' notice. On the information provided, the notice period appears to be shorter than the contractual period.”

The second formulation allows the client to understand how the conclusion was reached.

14. Questions Presented

Convert the client's broad request into precise legal questions.

For example:

Question 1

Was the contract validly formed?

Question 2

Was the termination clause validly exercised?

Question 3

Did the counterparty have a contractual right to terminate?

Question 4

What damages could potentially be claimed?

Question 5

Which court or arbitral tribunal has jurisdiction?

15. Applicable Law

The opinion should identify the law applicable to each issue.

For example:

• UAE Civil Transactions Law;
• Commercial Companies Law;
• Evidence Law;
• Arbitration Law;
• Consumer Protection Law;
• Data Protection Law;
• applicable Emirate legislation;
• DIFC law;
• ADGM law;
• contractual governing law.

A major drafting error is assuming that because a transaction occurs in Dubai, all aspects automatically fall under one legal regime.

16. Current Civil Transactions Law and Interpretation

Article 120 of the current Civil Transactions Law is particularly important for contract opinions.

It states, among other things, that:

• contractual consent and commitments are fundamental;
• intention and meaning should be considered;
• literal meaning is relevant;
• express wording generally takes precedence over implication;
• commercial custom may be relevant;
• contracts should be interpreted in a manner achieving justice and good faith;
• surrounding circumstances should be considered;
• ambiguity may be construed in favour of the party bearing the obligation or the weaker party in appropriate circumstances. 

Drafting consequence

A legal opinion should not merely quote a contractual clause.

It should examine:

Words + intention + circumstances + custom + good faith + applicable statutory rules.

17. Issue–Rule–Application–Conclusion Method

A highly effective drafting method is:

Issue

What precise legal question must be answered?

Rule

What legislation and authorities govern it?

Application

How do the facts satisfy or fail the legal requirements?

Conclusion

What is the resulting legal position?

This can be abbreviated:

I → R → A → C

18. Example

Issue

Can the landlord terminate the lease immediately?

Rule

Identify the applicable tenancy legislation and contractual termination provisions.

Application

The lease provides for X. The tenant allegedly committed Y. Evidence shows Z.

Conclusion

Immediate termination depends on whether Y satisfies the statutory and contractual requirements. On the presently available facts, the position is uncertain because evidence concerning Z is incomplete.

This is much stronger than simply saying:

“The landlord cannot terminate.”

19. Distinguishing Law From Risk

A legal opinion should distinguish:

Legal position

What the law provides.

Litigation risk

How uncertain the application is.

Commercial risk

What the legal position means financially.

Practical recommendation

What the client should consider doing.

For example:

“The contractual clause appears enforceable.”

does not necessarily mean:

“Litigation is risk-free.”

20. Use of Authorities

Authorities should be ranked by legal relevance.

Level 1

Binding legislation.

Level 2

Binding or controlling court authority within the relevant jurisdiction.

Level 3

Persuasive domestic authority.

Level 4

DIFC/ADGM or foreign comparative authority, where relevant.

Level 5

Secondary commentary.

A legal opinion should never present a persuasive authority as though it were binding.

21. Mainland UAE vs DIFC vs ADGM

This distinction is essential.

A DIFC decision should not automatically be described as a precedent binding on a mainland UAE court.

Likewise:

• ADGM law is not automatically DIFC law;
• DIFC law is not automatically mainland UAE law;
• foreign common law authorities may be persuasive but not binding.

Therefore, a good UAE legal opinion should include a section such as:

Jurisdictional qualification

explaining why the cited authority is applicable.

22. Case Law Table for Legal Advice Drafting

23. Common Drafting Errors

Error 1 — Overstating certainty

Avoid:

“The court will definitely…”

Prefer:

“The better view, subject to X, is…”

Error 2 — Ignoring contrary authority

A credible opinion should identify material opposing arguments.

Error 3 — Treating old law as current law

After 1 June 2026, lawyers must carefully distinguish authorities applying the repealed 1985 Civil Transactions Law from the current 2025 Law.

For example:

Former Article 390 → current Article 340.

Error 4 — Using unverified case citations

This is particularly dangerous when using AI.

Every authority should be checked against the original judgment or an authoritative legal database.

Error 5 — Mixing facts and law

Clearly distinguish:

“The client says…”

from:

“The evidence establishes…”

Error 6 — Failing to identify assumptions

If advice depends upon an assumption, state it.

Example:

“This conclusion assumes that the agreement has not been amended in writing.”

24. Legal Opinion and AI

A modern UAE legal drafting workflow can use AI, but the lawyer should maintain a verification chain:

Client documents

↓

AI-assisted research

↓

Primary-law verification

↓

Case verification

↓

Human legal analysis

↓

Senior review

↓

Final opinion

The prohibited shortcut is:

AI output → client

without legal verification.

The recent DIFC cases involving AI-assisted material make this an increasingly important practice-management issue.

25. Confidentiality in Digital Drafting

Lawyers should consider whether confidential client information is being entered into:

• public AI tools;
• external research platforms;
• cloud applications;
• document-automation systems.

Before using technology, the firm should consider:

• data location;
• access controls;
• confidentiality;
• contractual protections;
• applicable UAE data-protection requirements;
• whether client consent is required.

26. Drafting Commercially Useful Advice

Legal advice should not stop at:

“There is a breach.”

The client usually wants to know:

• Can I terminate?
• Can I recover money?
• What evidence do I need?
• How long might proceedings take?
• What is the procedural route?
• Can I obtain urgent relief?
• Should I negotiate?
• What are the consequences of doing nothing?

Therefore, a good opinion translates law into decision-relevant consequences.

27. Risk Matrix

A useful format is:

This is often more useful to a client than a long narrative alone.

28. Legal Opinion Quality-Control Checklist

Before sending the advice, ask:

Facts

• Have all material facts been identified?
• Are assumptions clearly stated?
• Have contradictory facts been addressed?

Law

• Is the current law being used?
• Has the 2025 Civil Transactions Law been considered where relevant?
• Are historical authorities clearly identified?

Authorities

• Is every case genuine?
• Is the citation correct?
• Is the authority applicable to the relevant jurisdiction?
• Is it binding or persuasive?

Analysis

• Is the reasoning logical?
• Are counterarguments addressed?
• Are uncertainties identified?

Advice

• Is the conclusion clear?
• Are practical options explained?
• Has the client been warned about material risks?

Technology

• Has AI-generated research been independently verified?

29. Difference Between Legal Opinion and Legal Research Note

A lawyer may conduct extensive research but deliver a concise opinion.

30. Recommended Legal Advice Format in UAE Practice

A professional format is:

1. Executive Summary

2. Instructions

3. Material Facts

4. Issues

5. Applicable Law

6. Relevant Authorities

7. Analysis

8. Counterarguments

9. Risk Assessment

10. Conclusion

11. Recommended Actions

12. Assumptions and Qualifications

This structure creates a transparent reasoning chain.

31. Six Core Drafting Principles

Principle 1 — Accuracy

Every material legal proposition must be verified.

Principle 2 — Scope

Advice must remain within the client's instructions and the lawyer's competence.

Principle 3 — Reasoning

The opinion should explain why the conclusion follows.

Principle 4 — Qualification

Uncertainty should be disclosed rather than hidden.

Principle 5 — Practicality

The advice should help the client make a decision.

Principle 6 — Responsibility

Use of junior lawyers, external resources or AI does not eliminate the firm's responsibility for the final work product.

32. Conclusion

Legal advice drafting practice under UAE civil law is the disciplined conversion of facts and legal rules into reliable professional advice.

Its central chain is:

Instructions → Facts → Issues → Law → Authorities → Application → Risks → Conclusion → Action.

The cases of Obie v Osric, McDuff v KBH Kaanuun, Liliy & Logan v Lucas, Landin v Lakhan & Lakshmi, Watson Farley v Bin Otaiba, Forbes v Kidd, Stelian Gheorghe v BSA and Klesta Eshja demonstrate different dimensions of the problem: professional competence, reasonable skill and care, scope of engagement, delegation, legal-service regulation, procedural responsibility and verification of technology-assisted legal work.

The current Civil Transactions Law adds an important substantive dimension: when drafting advice on contracts, Article 120 requires attention not only to contractual wording but also to intention, surrounding circumstances, commercial custom, justice and good faith.

Exam Formula

“UAE legal advice drafting is not merely the reproduction of legal rules. It is a professional process of identifying the client's material facts, selecting the applicable legal regime, verifying authoritative sources, applying the law through reasoned analysis, identifying uncertainty and providing commercially useful conclusions while maintaining professional competence, confidentiality and responsibility.”

Authority note: Most of the specific legal-advice/professional-liability decisions above are DIFC authorities and therefore should not be treated as automatically binding mainland-UAE precedents. They are particularly useful for explaining professional legal-service principles and drafting practice within the UAE's broader multi-jurisdictional legal environment. The current mainland Civil Transactions Law is the 2025 Law effective from 1 June 2026.