Civil Law and UAE: Non-Contractual Obligations — Types

1. Introduction

Non-contractual obligations are legal obligations that arise without a conventional contract between the parties. They are important because UAE civil law does not treat contract as the only source of obligations.

Under the current UAE Civil Transactions Law, Federal Decree-Law No. 25 of 2025, which became effective on 1 June 2026, Article 112 expressly identifies five sources of obligations:

1. Contract
2. Unilateral act
3. Harmful act (tort)
4. Beneficial act (unjust enrichment)
5. Law. 

Therefore, in the context of non-contractual obligations, the principal categories are:

Unilateral acts + harmful acts + beneficial acts + obligations imposed directly by law.

The distinction is important because the legal basis, proof, remedies and calculation of liability can differ substantially from contractual liability.

2. Meaning of Non-Contractual Obligations

A non-contractual obligation arises when the law imposes a duty on one person without that duty originating primarily from a bilateral contractual agreement.

Simple example

A accidentally damages B's property.

There may be:

• no contract between A and B;
• no agreement concerning the property;
• but the law may require A to compensate B.

This is a non-contractual obligation arising from a harmful act.

Similarly:

A mistakenly transfers AED 100,000 to B.

B has no legal entitlement to the money.

The law may require B to return it.

This is an unjust-enrichment/restitutionary obligation.

3. Current UAE Statutory Classification

Article 112 of the new Civil Transactions Law provides the fundamental classification:

For this topic, the last four are particularly important.

4. Main Types of Non-Contractual Obligations

Type 1 — Obligations Arising from Unilateral Acts

A unilateral act is a legal act in which one person's legally effective declaration or conduct can create an obligation without requiring the ordinary meeting of two contractual wills.

The new Civil Transactions Law expressly regulates unilateral acts.

Article 240 provides that the provisions governing contracts generally apply to unilateral acts, except provisions requiring two corresponding wills, unless the law provides otherwise.

Article 241 provides that once the essential element and conditions of the unilateral act are fulfilled, the person making it generally cannot revoke it unless the law provides otherwise.

Examples

• unilateral promise;
• promise of reward;
• certain waivers;
• certain releases;
• other legally recognised unilateral dispositions.

5. Promise as a Unilateral Obligation

Article 243 of the new Civil Transactions Law defines a promise as something a person imposes upon themselves for another concerning future performance.

The law states that the promisor is generally bound by the promise, subject to the statutory exceptions.

Example

A tells B:

“If you complete this specified task, I will pay you AED 10,000.”

Where the statutory conditions are satisfied, the promise can create a legally relevant obligation even though there is not necessarily a conventional bilateral contract at the moment of the original declaration.

6. Public Promise of Reward

Article 244 deals with a public promise of a prize for performing a specified act.

A person publicly offering a reward for a specified act can become legally bound to give the reward when the required conditions are fulfilled.

Example

A company announces:

“AED 50,000 reward for information leading to recovery of the stolen property.”

If a person performs the specified act within the conditions of the announcement, the unilateral promise can become legally enforceable.

7. Type 2 — Harmful Act / Tort

The second major type is the harmful act, corresponding broadly to non-contractual civil liability for wrongful harm.

This is one of the most important forms of non-contractual obligation.

The basic structure is:

Conduct + Harm + Causal Connection → Civil Liability

The conduct may involve:

• an affirmative act;
• an omission;
• negligence;
• intentional wrongdoing;
• damage to property;
• personal injury;
• certain forms of economic harm.

Historical UAE jurisprudence under the former Civil Code consistently treated harmful-act liability through the elements of conduct/fault, damage and causation. Current cases should, however, be analysed under the 2026 Civil Transactions Law rather than assuming the former article numbers remain current.

8. Direct and Consequential Harm

UAE civil-law jurisprudence historically distinguished between direct and consequential harm.

A recent ADGM judgment summarising former UAE Civil Code principles reproduced the former Articles 282 and 283 and explained the distinction between direct and consequential damage.

The important conceptual point is:

Direct harm

The wrongful conduct directly produces the damage.

Consequential harm

The damage occurs through consequences following the initial conduct and requires additional legal analysis concerning causation and the applicable liability standard.

9. Multiple Wrongdoers

Non-contractual obligations become more complicated where several people contribute to harm.

For example:

A + B + C → damage to D

The court may have to determine:

• each person's conduct;
• causal contribution;
• respective responsibility;
• whether liability should be apportioned;
• whether joint or several liability is legally appropriate.

Former UAE Civil Code Article 291, for example, provided a framework for multiple persons responsible for a harmful act. A 2026 ADGM decision discussing UAE law reproduced that provision and explained the issue of apportionment.

Because the current Civil Transactions Law is now in force, the exact current statutory provisions should be checked when pleading a contemporary claim.

10. Type 3 — Beneficial Act / Unjust Enrichment

The third major category is the beneficial act, which includes the modern civil-law concept of unjust enrichment.

The central idea is:

A person should not retain a benefit obtained from another without a sufficient legal basis where the law requires restitution.

The former UAE Civil Code's Articles 318–321 contained the classic unjust-enrichment and payment-not-due framework. UAE courts developed substantial jurisprudence around these provisions. The new Civil Transactions Law now provides the current framework.

11. Elements of Unjust Enrichment

A useful examination formula is:

Enrichment + Corresponding impoverishment + Absence of lawful cause → Restitution

1. Enrichment

The defendant receives a benefit.

2. Impoverishment

The claimant suffers a corresponding economic disadvantage.

3. Connection

The enrichment must be sufficiently connected to the claimant's impoverishment.

4. Absence of legal cause

There must not be a sufficient contractual, statutory or other legal basis allowing the defendant to retain the benefit.

12. Dubai Court of Cassation Case No. 216/2009

This is an important UAE authority concerning unjust enrichment under the former Civil Code.

The Dubai Court of Cassation explained that where property moves from one person to another, the claimant must establish the transfer and the absence of lawful cause.

It also recognised an important limitation:

Where a contract governs the relationship, the contractual arrangement ordinarily determines the parties' rights and obligations rather than unjust enrichment.

Importance

The case establishes the distinction between:

Contractual claim

and

Restitutionary/unjust-enrichment claim.

13. Dubai Court of Cassation Case No. 234/2009

In another unjust-enrichment authority, the Dubai Court of Cassation characterised unjust enrichment as arising from a non-contractual obligation.

Where an agreement governs the relationship, that agreement generally supplies the legal basis for determining the parties' rights and duties.

Importance

This case is especially useful for examination questions asking:

“Why is unjust enrichment considered a non-contractual obligation?”

Because its function is to correct an enrichment outside the contractual allocation of rights.

14. Payment of Money Not Due

A special form of restitution arises where a person makes a payment believing that they are legally required to do so, but later discovers that no such obligation existed.

Example

A believes that he owes B AED 100,000.

A pays B.

Later, A discovers that:

• the debt had already been paid; or
• the alleged debt never existed.

The law may allow recovery subject to the applicable statutory conditions.

This differs from ordinary damages because the objective is generally restoration of an improperly transferred benefit, rather than compensation for a tortious loss.

15. Type 4 — Obligations Imposed Directly by Law

Article 112 expressly identifies law itself as a source of obligations.

These obligations arise because legislation imposes them, not because the parties negotiated them.

Examples can include statutory obligations relating to:

• consumer protection;
• property;
• family relationships;
• corporate responsibilities;
• environmental duties;
• employment;
• regulatory compliance;
• taxation;
• protection of personal data;
• statutory restitution.

Important distinction

A statutory obligation may exist even where:

No contract exists.

16. Statutory Obligation vs Tort

These two categories may overlap but should not automatically be treated as identical.

Statutory obligation

The law directly imposes a duty.

Tortious obligation

A harmful act creates civil liability under the applicable civil-law rules.

For example:

A statute may prohibit a particular conduct.

A person's violation may also cause damage.

The claimant may therefore need to consider:

statutory duty + harmful conduct + damage + causation.

17. Type 5 — Legal Obligations Arising from Legal Facts

A broader conceptual category is legal facts.

A legal fact is an event or circumstance to which the law attaches legal consequences.

Examples can include:

• death;
• damage;
• accidental payment;
• possession;
• enrichment;
• expiration of a legally relevant period;
• occurrence of a statutory condition.

The important point is that the legal consequence does not necessarily depend upon an agreement between the parties.

18. Non-Contractual Obligations and Agency of Necessity / Management of Affairs

Civil-law systems traditionally recognise situations where one person intervenes in another person's affairs in circumstances that generate reciprocal obligations.

Example

A leaves the UAE unexpectedly while his property is exposed to serious damage.

B, without prior contractual authority, pays emergency expenses to protect A's property.

Depending on the applicable statutory provisions and factual circumstances, the law may impose obligations concerning:

• reimbursement;
• proper conduct;
• accounting;
• restoration.

This illustrates why the category of beneficial acts is broader conceptually than ordinary contractual obligations.

19. Non-Contractual Obligations and Restitution

Restitution and compensation should not be confused.

Compensation

Attempts to repair a legally recognised loss.

Wrong → Loss → Compensation

Restitution

Attempts to reverse an unjustified transfer or benefit.

Benefit without legal basis → Restoration

This distinction is particularly important in:

• invalid transactions;
• mistaken payments;
• failed transactions;
• unjust enrichment;
• property transfers without legal cause.

20. Non-Contractual Obligations and Contractual Claims

Suppose A and B have a contract.

A cannot simply ignore the contract and label every dispute “unjust enrichment.”

The court normally asks:

What is the actual legal source of the obligation?

This principle was clearly illustrated by Dubai Cassation Cases 216/2009 and 234/2009, which treated unjust enrichment as a non-contractual basis and emphasised the significance of an existing contractual relationship.

21. Non-Contractual Obligations in Banking

Consider:

Bank → Customer

Suppose money is transferred to a customer's account by mistake.

If there is no legal basis for the customer retaining the money, a restitutionary obligation may arise.

The issue is not necessarily:

“Did the customer breach a contract?”

Instead:

“Does the customer have a lawful basis to retain the benefit?”

That is a classic unjust-enrichment question.

22. Non-Contractual Obligations in Corporate Disputes

Corporate disputes can generate multiple non-contractual obligations.

For example:

Director → Company

If a director engages in fraudulent conduct causing loss, possible claims may involve:

• statutory corporate duties;
• tort;
• restitution;
• unjust enrichment;
• other statutory causes of action.

A recent ADGM judgment involving claims against directors and associated parties illustrates how UAE-law civil claims can include harmful-act claims under the former Civil Code alongside unjust-enrichment claims.

That decision involved former Civil Code provisions, so it should be treated as historical/comparative authority after the 1 June 2026 commencement of the new Civil Transactions Law.

23. Non-Contractual Obligations in Digital Transactions

The concept is increasingly relevant to:

• mistaken digital payments;
• cryptocurrency transfers;
• platform errors;
• unauthorised transactions;
• algorithmic mistakes;
• digital identity misuse;
• online fraud.

Example

An automated system mistakenly transfers AED 50,000 to C.

C has no legal entitlement.

The central legal question is:

What is the legal basis for C retaining the money?

If there is none, restitutionary principles may become relevant.

24. Non-Contractual Obligations and Tort: Case Law

Case 1 — Dubai Court of Cassation No. 402/2020

The court reaffirmed the importance of:

• wrongful conduct/fault;
• damage;
• causal connection.

It also rejected liability based merely on speculation.

Principle

No legally sufficient damage and causation = no ordinary civil compensation merely because an undesirable event occurred.

25. Case 2 — Dubai Court of Cassation No. 267/2016

This case concerned negotiations that did not ultimately result in the contemplated lease.

The Dubai Court of Cassation held, under the former legal framework, that negotiations themselves did not automatically create an obligation to conclude the contract. However, withdrawal accompanied by fault could generate tortious responsibility where the necessary elements were proved.

Importance

The case demonstrates that a non-contractual obligation can arise even from conduct occurring before a contract exists.

This is particularly relevant today because the new Civil Transactions Law now expressly regulates pre-contractual negotiations and good faith.

26. Case 3 — Larmag Holding B.V. v First Abu Dhabi Bank PJSC & Others [2019] DIFC CFI 054

The DIFC Court considered claims based on UAE law involving:

• harmful acts;
• unjust enrichment;
• unjustified transfer of property.

The judgment discussed former UAE Civil Code Articles 282 and 318–320 and the distinction between tortious and restitutionary claims.

Importance

It provides a useful comparative illustration of how UAE-law claims can be separated into:

harm-based liability

versus

enrichment/restitution-based liability.

Status: DIFC authority; not a binding mainland UAE Court of Cassation judgment.

27. Case 4 — Sky News Arabia FZ-LLC v Kassab Media FZ-LLC [2018] DIFC CFI 067

The DIFC Court discussed Dubai Court of Cassation Cases 216/2009 and 234/2009 and explained the UAE-law approach to unjust enrichment.

It emphasised that where a contract governs the parties' relationship, unjust enrichment normally does not replace the contractual allocation of rights.

Importance

This is a very useful case for distinguishing:

contract → contractual remedy

from

absence of sufficient legal cause → restitutionary remedy.

Status: DIFC comparative authority discussing mainland UAE jurisprudence.

28. Case 5 — Basin Supply Corporation v Rouge LLC & Claude Barret [2018] DIFC CFI 057

The court considered restitution and unjust enrichment in connection with a loan transaction.

The judgment referred to the principle that unjust enrichment involves an enrichment and an unjust factor and considered whether restitution could provide an alternative route where the contractual basis for repayment was disputed.

Importance

It demonstrates the relationship between:

contract validity → restitution → unjust enrichment.

Status: DIFC authority.

29. Case 6 — BAM Higgs & Hill LLC v Affan Innovative Structures LLC [2021] DIFC CFI 106

The case concerned civil liability and the relationship between wrongful conduct, damage and causation.

Principle

A claimant cannot simply establish an event or breach and automatically obtain compensation. The legally relevant loss and causal connection must also be established.

Importance

It illustrates the basic structure of non-contractual civil liability:

Wrongful conduct → Damage → Causation → Remedy

Status: DIFC comparative authority.

30. Case 7 — Abu Dhabi Commercial Bank PJSC v NMC Healthcare Ltd [2025] ADGMCFI 0004

The proceedings included UAE-law civil claims concerning alleged:

• fraudulent conduct;
• failure to exercise reasonable care;
• harmful acts;
• statutory/corporate duties;
• unjust enrichment.

The judgment illustrates how a complicated commercial dispute can contain several distinct causes of action rather than one single obligation.

Importance

It is particularly useful for the network approach to non-contractual obligations.

Status: ADGM Court authority; not binding on mainland UAE courts.

31. Case 8 — Union Properties PJSC v Trinkler & Partners Ltd [2026] ADGM CFI 0010

The court considered UAE-law principles concerning harmful acts, causation and multiple persons responsible for harm.

It discussed former UAE Civil Code Article 291 concerning allocation among multiple persons responsible for a harmful act.

Importance

The case demonstrates how a single harmful event can generate a multi-party non-contractual obligation network.

Status: ADGM authority and based on former UAE Civil Code provisions where cited.

32. Case-Law Revision Table

33. Contractual vs Non-Contractual Obligations

34. Compensation vs Restitution

This distinction is extremely important.

Compensation

Suppose A negligently damages B's car.

B suffers AED 20,000 damage.

A may have to compensate B.

Restitution

Suppose A accidentally transfers AED 20,000 to B.

B has no legal basis for retaining it.

B may have to return it.

Therefore:

Compensation focuses primarily on the claimant's legally recognised loss.

Restitution focuses primarily on reversing an unjustified benefit.

35. Practical Example

Facts

A construction company accidentally transfers AED 500,000 to Company B.

There is no contract requiring the payment.

B knows that the money was transferred by mistake but refuses to return it.

Legal analysis

Step 1 — Enrichment

B received AED 500,000.

Step 2 — Impoverishment

A lost AED 500,000.

Step 3 — Connection

The transfer links A's loss to B's benefit.

Step 4 — Legal cause

There is no contractual or other lawful basis for B retaining the money.

Step 5 — Remedy

A may seek restitution under the applicable current provisions.

This is fundamentally different from a contractual damages claim.

36. Another Example — Tort

A negligently drives a vehicle and damages B's property.

There is no contract between A and B.

Analysis

Conduct

↓

Negligent driving

↓

Harm

↓

Property damage

↓

Causation

↓

Damage resulted from A's conduct

↓

Non-contractual obligation

↓

Compensation.

37. Another Example — Unilateral Promise

A publicly announces:

“AED 25,000 will be paid to anyone who finds and returns the specified property.”

B finds and returns it according to the terms.

The obligation can arise from the unilateral act/public promise rather than from an ordinary negotiated contract.

The new Civil Transactions Law expressly regulates unilateral acts and public promises.

38. Importance in UAE Civil Law

Non-contractual obligations are important because they prevent a person from escaping legal responsibility merely because:

“I never signed a contract with the claimant.”

A person may still be liable because:

• they caused harm;
• they received an unjustified benefit;
• they made a legally binding unilateral undertaking;
• legislation imposed a duty;
• another legally recognised event created an obligation.

39. Examination Formula

For a problem question, use:

S–B–E–C–R

S — Source

What is the source of the obligation?

B — Basis

Tort, unjust enrichment, unilateral act or law?

E — Elements

What elements must be proved?

C — Causation/Connection

What connects the defendant's conduct or benefit to the claimant's legal position?

R — Remedy

Compensation, restitution, performance, return of property or another remedy?

40. Quick Revision Notes

Four principal non-contractual categories

1. Unilateral act
2. Harmful act/tort
3. Beneficial act/unjust enrichment
4. Obligation imposed by law

Tort formula

Wrongful conduct + Harm + Causation = Civil liability

Unjust-enrichment formula

Enrichment + Corresponding impoverishment + No sufficient legal cause = Restitution

Unilateral act formula

Legally effective unilateral declaration/conduct + statutory conditions = Obligation

Statutory obligation formula

Legal rule + prescribed circumstances = Statutory duty

Conclusion

UAE civil law recognises that contract is only one source of legal obligations. Under Article 112 of the current Civil Transactions Law, obligations also arise from unilateral acts, harmful acts, beneficial acts/unjust enrichment and the law itself.

The four major non-contractual categories can therefore be remembered as:

UNILATERAL ACT → HARM → ENRICHMENT → LAW

The practical distinction is:

• Unilateral act → obligation created by a legally effective unilateral undertaking or disposition.
• Harmful act → compensation for legally attributable harm.
• Beneficial act/unjust enrichment → restitution of an unjustified benefit.
• Law → obligation imposed directly by legislation.

For current UAE legal analysis, the Federal Decree-Law No. 25 of 2025, effective from 1 June 2026, should be treated as the primary statutory framework. Older cases based on the repealed 1985 Civil Code remain useful for understanding historical UAE jurisprudence, but their former article numbers should not automatically be presented as current law.