Civil Law and UAE: Private International Law Connecting Factors

1. Introduction

Private International Law (PIL), also called conflict of laws, determines which country's law should govern a private dispute containing a foreign element.

For example:

a UAE company contracts with a French company;

an Indian national living in Dubai owns property in the UAE;

a UAE resident suffers loss from an act occurring abroad;

a contract is signed in one country but performed in another;

foreign law is selected in a UAE contract;

a dispute involves property situated in another jurisdiction.

The central question is:

Which legal system has the strongest legally recognised connection with the issue?

These legally relevant connections are called connecting factors.

Under the UAE's current Civil Transactions Law, Federal Decree-Law No. 25 of 2025, effective 1 June 2026, the legislature expressly sets out several connecting factors for conflict-of-laws questions. The new law repealed Federal Law No. 5 of 1985. (LEXAI)

2. Meaning of a Connecting Factor

A connecting factor is a factual or legal circumstance that connects a dispute to a particular legal system.

Examples include:

The important point is that there is no single universal connecting factor. UAE law selects different connecting factors for different categories of legal relationships.

3. Current UAE Statutory Framework

The current Civil Transactions Law contains a dedicated group of provisions dealing with the spatial application of law.

Particularly important are Articles 11–29.

The structure is broadly:

Person → Family → Maintenance → Guardianship → Succession → Property → Contract → Tort → Procedure → Special laws/treaties → Renvoi → Public order

This is a major improvement for examination purposes because the connecting factor can be identified according to the legal category involved.

4. Nationality as a Connecting Factor

Article 11 – Natural Persons

The civil status and legal capacity of a natural person are generally governed by the law of the country whose nationality the person holds.

Therefore:

Nationality → personal status/capacity

For example, if a person's capacity to enter a particular transaction is disputed, nationality may be the relevant connecting factor.

There is, however, an important UAE protection for transactions concluded in the UAE: where a foreigner has limited capacity for a reason that was not readily apparent to the other contracting party, that limitation may not affect the transaction in the circumstances specified by Article 11. (LEXAI)

5. Multiple Nationalities

The current Civil Transactions Law contains specific rules for multiple nationalities.

Article 25

Where a person simultaneously holds several nationalities, the law of the nationality by virtue of which the person entered the UAE applies.

Article 26

Where a person has both:

UAE nationality; and

another nationality,

UAE law applies.

This prevents uncertainty where competing national laws could otherwise claim application. (UAE Legislation)

6. Domicile as a Connecting Factor

Domicile is particularly important in contractual conflicts.

Under Article 19, where parties have not expressly selected the governing law:

if they have a common domicile, the law of that country applies;

if their domiciles differ, the law of the country where the main contractual obligation is performed generally applies;

the circumstances may demonstrate that another law was intended.

This represents a move away from relying upon only the historical place of contracting. (UAE Legislation)

Example

A UAE company and UAE-resident individual conclude a contract without a governing-law clause.

If they share a UAE domicile, UAE law will generally be the starting point under Article 19.

7. Place of Property – Lex Situs

One of the strongest traditional connecting factors is:

Lex situs = law of the place where property is situated.

Article 18

For immovable property:

ownership, possession and other real rights are governed by the law of the place where the property is located.

Thus:

Dubai property → UAE/Dubai property law

Paris property → French property law, subject to the applicable UAE conflict rules and any relevant treaty/special legislation.

The same Article provides a specific location-based rule for movable property concerning the place where the event giving rise to acquisition or loss of the relevant real right occurs. (UAE Legislation)

8. Why Lex Situs Is Important

Property rights are highly territorial.

A court generally does not treat ownership of land as merely a contractual question.

For example, parties could not normally avoid mandatory property rules governing UAE land simply by writing:

“English law shall govern everything.”

Article 19 itself expressly provides that contracts concerning immovable property are governed by the law of the property's location. (UAE Legislation)

9. Nationality in Succession

Article 17

Succession is generally governed by the law of the country to which the deceased belonged at the time of death.

However, the provision contains important qualifications concerning:

wills;

dispositions taking effect upon death;

choice of law;

nationality;

form of testamentary dispositions;

UAE immovable property.

In particular, a will made by a foreigner concerning immovable property located in the UAE is subject to UAE law. (UAE Legislation)

Thus succession can involve more than one connecting factor.

10. Place of Marriage

The current law also uses the place where the marriage was concluded as an important connecting factor.

Article 12

The substantive conditions for validity of marriage are generally governed by the law of the country where the marriage was concluded.

Article 13

The law of the country where the marriage was concluded also applies to specified personal and property effects arising from the marriage and to divorce/judicial separation.

Article 14

There is an important UAE-nationality exception where one spouse is a UAE national in the circumstances specified by the law. (LEXAI)

11. Place of Harmful Event – Tort

One of the most important connecting factors for civil liability is the place of the event giving rise to the obligation.

Article 20

Non-contractual obligations are governed by the law of the country in which the event giving rise to the obligation occurred.

This is the UAE's principal statutory connecting factor for many cross-border tort claims.

Example

A person in Country A negligently causes damage in circumstances falling under the UAE conflict rules.

The first question becomes:

Where did the legally relevant event giving rise to the non-contractual obligation occur?

Article 20 then provides the starting point for identifying the applicable law.

The Article also contains a significant exception where an act occurring abroad is lawful under UAE law, even though it is unlawful in the foreign country. (UAE Legislation)

12. Choice of Law – Party Autonomy

One of the most important modern connecting factors is:

Express choice of law by the parties.

Article 19

For contractual obligations, both form and substance are generally governed by the law of the country expressly agreed upon by the parties.

This is known as:

party autonomy.

Therefore:

Contract → express choice of law → chosen legal system

This is especially important for international commercial contracts.

13. Limits on Party Autonomy

Party autonomy is not unlimited.

A contractual choice of foreign law does not automatically eliminate:

UAE public policy;

UAE public morals;

mandatory UAE legislation;

special statutory regimes;

applicable international conventions.

Article 29 provides that foreign-law provisions designated under the conflict rules may not be applied where they conflict with UAE public order or public morals. (UAE Legislation)

Article 22 additionally provides that the preceding conflict rules do not apply where a special law or international treaty in force in the UAE provides otherwise. (UAE Legislation)

14. Main Obligation / Place of Performance

Where parties have different domiciles and have not selected a governing law, Article 19 uses another connecting factor:

the country where the main obligation of the contract is to be performed.

This is important because a contract may have several geographical connections.

Example

UAE company;

German supplier;

contract signed in Singapore;

goods delivered primarily in UAE;

no choice-of-law clause.

The place of performance may become a significant connecting factor under Article 19.

15. Procedural Connecting Factor – Lex Fori

Article 21

Judicial jurisdiction and procedural matters are governed by the law of the country where the action is instituted or the procedures are undertaken.

This expresses the traditional principle:

Lex fori = law of the forum/court.

Therefore:

Substantive law and procedural law must be separated.

For example, a UAE court might in an appropriate case apply foreign substantive law while applying UAE procedural rules.

16. Governing Law ≠ Jurisdiction

This is one of the most important points in UAE private international law.

A contract may say:

“This contract is governed by English law.”

That does not automatically mean:

“English courts have exclusive jurisdiction.”

Similarly:

“DIFC law governs”

does not automatically mean:

“DIFC Courts have jurisdiction.”

The DIFC Court of Appeal has repeatedly distinguished governing law from jurisdiction. In Korek Telecom v Iraq Telecom and related authorities, the Court treated the two questions separately. (DIFC Courts)

The more recent Petria v Pacifico & Philibert [2025] DIFC CFI 109 likewise emphasised that choice of governing law is not itself determinative of jurisdiction. (DIFC Courts)

17. Case Law

Case 1: Basin Supply Corporation v Rouge LLC & Claude Barret [2018] DIFC CFI 057

Principle

The contract expressly selected English law and provided jurisdiction clauses referring to the English courts and DIFC Courts.

The DIFC Court considered the parties' express governing-law choice and recognised the importance of giving effect to contractual choice-of-law provisions under the DIFC framework. (DIFC Courts)

Significance

This case demonstrates:

Express contractual choice is a powerful connecting factor.

18. Case 2: DIFC Investments LLC v Mohammed Akbar Mohammed Zia [2017] DIFC CFI 001

The contracts contained a clause referring to the laws applicable within Dubai.

The Court examined whether this meant onshore UAE/Dubai law or DIFC law.

The Court concluded that, in the particular contractual and institutional context, DIFC law applied.

The decision is useful because it shows that the court must examine the language and context of the choice-of-law clause, rather than mechanically assuming that every reference to “Dubai law” has the same meaning. (DIFC Courts)

Principle

Choice-of-law language must be interpreted in its contractual and territorial context.

19. Case 3: Dr Lothar Ludwig Hardt & Hardt Trading FZE v DAMAC (DIFC) Company Ltd [2009] DIFC CFI 036

The contracts contained an express clause selecting the Courts of Dubai rather than the DIFC Courts.

The case involved the difficult relationship between:

Dubai Courts;

DIFC Courts;

contractual jurisdiction clauses;

DIFC jurisdictional gateways.

The Court carefully distinguished jurisdiction from governing law and examined the parties' contractual agreement. (DIFC Courts)

Principle

A contractual reference to a court system is a jurisdictional connecting factor distinct from the substantive governing law.

20. Case 4: Nitai v Nicholson [2024] DIFC SCT 426

This is a particularly useful modern authority.

The agreement expressly stated that the applicable law was Pakistan law.

However, the DIFC Court found that the governing-law clause did not itself amount to a clear agreement to submit disputes to the DIFC Courts.

The Court distinguished:

Choice of law

from

choice of forum. (DIFC Courts)

Principle

Selecting foreign substantive law does not automatically constitute submission to DIFC jurisdiction.

This is a very important examination point.

21. Case 5: Moruk v Mikri [2023] DIFC SCT 372

The parties selected:

Dubai/UAE law as governing law; and

Dubai Courts as the exclusive jurisdiction.

The claimant attempted to proceed in the DIFC Courts.

The Court found no sufficient written opt-in to DIFC jurisdiction under the applicable Judicial Authority Law and therefore declined jurisdiction. (DIFC Courts)

Principle

A choice of Dubai law plus a Dubai Courts jurisdiction clause does not automatically create DIFC jurisdiction.

22. Case 6: Naveen v Ned [2024] DIFC SCT 068

The employment agreement contained references to:

UAE Federal labour law;

DIFC employment regulations;

Dubai Courts;

exclusion of DIFC Courts.

The Court examined the contractual jurisdiction language and its relationship with the DIFC jurisdictional framework. (DIFC Courts)

Significance

The case demonstrates that:

The wording of a contract can generate different answers for governing law and jurisdiction.

23. Case 7: Ledger v Leeor [2022] DIFC CA 013

The dispute concerned a construction contract and amendment containing a UAE/Dubai governing-law clause.

The case also involved arbitration provisions.

The Court had to consider the contractual allocation of:

governing law;

dispute resolution;

arbitration;

court jurisdiction.

(DIFC Courts)

Principle

International construction contracts can contain multiple connecting factors, and each must be analysed separately.

24. Case 8: Oran & Oaken v Oved [2025] DIFC CA 004

This recent Court of Appeal decision is especially useful for modern UAE conflict-of-laws analysis.

The Court explained that the DIFC's Application Law is limited to contracts falling within the DIFC's jurisdiction and that DIFC governing law itself does not create DIFC Court jurisdiction.

The Court expressly stated that a contract governed by DIFC law does not, by that fact alone, fall within a DIFC jurisdictional gateway. (DIFC Courts)

Principle

Choice of law is not itself a jurisdictional gateway.

25. Case 9: Petria v Pacifico & Philibert [2025] DIFC CFI 109

This recent case is particularly useful for understanding the phrase “courts of Dubai.”

The Court considered whether references to the courts of Dubai could encompass the DIFC Courts depending on the contractual context and applicable jurisdictional rules.

The Court emphasised that:

the construction of “courts of Dubai” depends upon the particular context.

It also reiterated that the choice of governing law does not determine the choice of jurisdiction. (DIFC Courts)

Importance

This demonstrates that territorial connecting factors can be legally complex in the UAE because Dubai contains both onshore courts and the DIFC judicial system.

26. Connecting Factors Under the Current UAE Civil Transactions Law

The statutory rules are expressly set out in the current Civil Transactions Law. (UAE Legislation)

27. Renvoi

Renvoi is one of the more advanced topics in private international law.

Suppose UAE conflict rules say:

“Apply Country X law.”

The question then arises:

Do we apply only Country X's substantive law, or do we also apply Country X's conflict-of-laws rules?

Article 28

The UAE's current Civil Transactions Law provides that, when foreign law is designated, its internal provisions are applied, excluding its private international law rules.

However, UAE law applies if the relevant foreign conflict rules refer the matter back to UAE law. (UAE Legislation)

Thus UAE law adopts a controlled approach to renvoi.

28. Public Order Exception

Foreign law is not applied mechanically.

Article 29

Foreign-law provisions designated by the UAE conflict rules may not be applied if they conflict with:

UAE public order; or

UAE public morals.

(UAE Legislation)

This is called the:

public policy/public order exception.

It operates as a safety valve.

29. International Treaties

Article 22 is extremely important.

If an international treaty or special law contains a different conflict rule:

the treaty or special law prevails over the general preceding Civil Transactions Law rules.

(UAE Legislation)

Therefore, a lawyer must never stop the analysis at the Civil Transactions Law.

The proper sequence is:

Civil Transactions Law → Special UAE legislation → International treaty → Applicable jurisdictional rules

30. Connecting Factors and Digital Transactions

Modern disputes create difficult connecting-factor questions.

Consider:

UAE customer;

American platform;

Singapore server;

Irish company;

payment processor in Luxembourg;

cloud storage in another country.

Which law applies?

A server's physical location is not automatically the governing-law connecting factor.

The court may need to examine:

contractual choice of law;

domicile;

principal place of performance;

place of harmful event;

location of property;

applicable data-protection legislation;

special legislation;

treaty obligations.

This prevents the simplistic assumption:

“The server is in Country X, therefore Country X law governs everything.”

31. Connecting Factors and Online Contracts

Suppose:

UAE consumer + US platform + French software provider + Singapore arbitration + English governing law.

There may be several distinct questions:

Question 1 – Governing law

English law may apply if validly chosen and legally effective.

Question 2 – Jurisdiction

A different court may have jurisdiction depending on the jurisdiction clause and applicable law.

Question 3 – Arbitration

The arbitration agreement may contain its own governing-law and seat questions.

Question 4 – Data protection

Mandatory data-protection legislation may apply independently.

Question 5 – Consumer protection

Mandatory consumer rules may restrict contractual choice.

Therefore:

One transaction can contain multiple connecting factors simultaneously.

32. Connecting Factors in Tort

Consider a UAE resident injured by a foreign company's product.

Potential connecting factors could include:

place of manufacture;

place of sale;

place of injury;

place of conduct;

domicile of defendant;

domicile of claimant;

contractual relationship.

But the UAE's statutory starting point for non-contractual obligations is the country where the event giving rise to the obligation occurred, subject to Article 20's qualification. (UAE Legislation)

33. Connecting Factors in Corporate Disputes

The current Civil Transactions Law also recognises a special connecting factor for foreign legal persons.

Article 11 provides that foreign legal persons are generally governed by the law of the country where their actual principal management centre is established, while UAE law applies where they conduct activity in the UAE in the circumstances specified by the Article. (LEXAI)

Thus:

Corporate connecting factor = principal management centre + relevant UAE activity.

This is different from merely asking where a company was incorporated.

34. Territoriality vs Party Autonomy

There are two important forces in UAE private international law.

Territorial connecting factors

Examples:

property location;

place of harmful event;

place of performance;

forum.

Personal/contractual connecting factors

Examples:

nationality;

domicile;

express choice of law;

contractual intention.

The modern UAE system combines both.

35. Hierarchy of Connecting Factors

A useful examination framework is:

Contract

Express choice of law

↓

If absent:

Common domicile

↓

If different:

Main place of performance

↓

Unless:

Circumstances show another intended law

↓

For immovable property:

Lex situs

Tort

Place of event giving rise to obligation

↓

Subject to statutory exception

Property

Location of property

Procedure

Law of forum

Foreign law

Internal law

↓

Subject to:

Renvoi + public order + public morals

36. Difference Between Connecting Factor and Choice of Law

A connecting factor is the legal connection used to identify the governing law.

A choice-of-law clause is an express contractual selection.

For example:

“This contract shall be governed by English law.”

Here:

the choice of English law is contractual party autonomy;

English law becomes the designated governing law.

But:

“The property is located in Abu Dhabi.”

Here:

location is the connecting factor;

UAE property law is identified through lex situs.

37. Difference Between Choice of Law and Jurisdiction

This should be memorised:

Governing law

Which law decides the substantive dispute?

Jurisdiction

Which court has authority to hear it?

Procedure

Which procedural rules govern the litigation?

Enforcement

Where and how is the resulting judgment or award enforced?

These are four different questions.

The DIFC authorities repeatedly demonstrate this distinction. (DIFC Courts)

38. Practical Example

Assume:

UAE company;

Italian company;

contract signed in Dubai;

Italian company performs manufacturing in Italy;

UAE company pays from Dubai;

contract chooses English law;

dispute clause chooses DIFC Courts.

There may be:

Connecting factor 1

Express choice → English substantive law

Connecting factor 2

Performance → Italy

Connecting factor 3

Parties → UAE/Italy

Connecting factor 4

Forum clause → DIFC Courts, if jurisdictional requirements are satisfied.

Thus:

English law + DIFC forum + Italian performance

can coexist.

There is no contradiction because each relates to a different legal question.

39. Important Examination Principles

Principle 1

Nationality is particularly important for personal status and capacity.

Principle 2

Domicile is important for contractual conflicts where no governing law has been selected.

Principle 3

Lex situs governs immovable property.

Principle 4

Place of harmful event is the principal statutory connecting factor for non-contractual obligations.

Principle 5

Party autonomy is central to contractual choice of law.

Principle 6

Lex fori governs procedure.

Principle 7

A special statute or treaty may displace the general conflict rule.

Principle 8

Foreign law is subject to the UAE public-order/public-morals limitation.

Principle 9

Choice of law does not automatically establish jurisdiction.

Principle 10

DIFC and onshore UAE courts must not be treated as interchangeable simply because both operate within Dubai.

40. Case-Law Summary

The DIFC cases are particularly useful for illustrating cross-border connecting-factor analysis, but they are not automatically binding on onshore UAE courts.

41. One-Minute Revision

UAE Private International Law Connecting Factors

Nationality
→ personal status and capacity

Domicile
→ contractual relationship where no choice of law

Choice of law
→ contractual obligations

Main place of performance
→ contracts between parties with different domiciles where no choice is made

Lex situs
→ immovable property

Place of relevant event
→ non-contractual obligations/tort

Nationality of deceased
→ succession

Place of marriage
→ specified marriage issues

Lex fori
→ procedure

Special law/treaty
→ may override general conflict rules

Renvoi
→ generally excluded, subject to the statutory return-to-UAE rule

Public order/public morals
→ limit on application of foreign law

Core formula

Classify the issue → identify the relevant connecting factor → determine the designated law → check special law/treaty → consider renvoi → apply public-order limits → distinguish governing law from jurisdiction and procedure.

Final takeaway

The UAE approach to private international law is issue-specific rather than based on one universal connecting factor. The current Civil Transactions Law combines nationality, domicile, property location, contractual choice, place of performance, place of harmful event, forum and other connecting factors. The most important modern development is the explicit recognition of party autonomy for contractual governing law, while maintaining territorial rules for property, statutory rules for torts and procedure, and safeguards through special legislation, treaties and UAE public order. (UAE Legislation)