Civil Law and UAE: Privilege and Confidentiality

1. Introduction

Privilege and confidentiality are important principles in UAE civil law because they protect sensitive information exchanged between clients, lawyers, legal consultants, businesses, experts, and other professional advisers.

The subject should be divided into two related but different concepts:

Confidentiality is a duty to keep information secret and not disclose or misuse it without lawful justification.

Privilege is an evidentiary protection that may allow a person to resist disclosure or prevent particular communications from being used in proceedings.

The distinction is particularly important in the UAE because mainland UAE courts and the DIFC Courts do not operate under exactly the same privilege regime. The DIFC Courts apply developed common-law principles of legal professional privilege, while onshore UAE law historically relied more heavily on professional secrecy, statutory duties and evidentiary rules.

The current UAE framework has also developed significantly through the 2022 legal-profession legislation and the 2025 Code of Ethics, while the Dubai Court of Cassation's 2024 decision in Case No. 486/2024 has given important recognition to protection for settlement communications. (UAE Legislation)

2. Meaning of Confidentiality

Confidentiality means that information received in a professional or contractual relationship must not be improperly disclosed to another person.

Examples include:

client instructions to a lawyer;

legal opinions;

settlement communications;

corporate strategies;

trade secrets;

customer lists;

financial information;

transaction documents;

investigation material;

information obtained by professional advisers;

confidential information received during employment.

Confidentiality can arise from:

legislation;

professional rules;

contract;

fiduciary obligations;

employment relationships;

the nature of the information and relationship;

court or arbitral orders.

3. Meaning of Legal Privilege

Legal privilege is narrower than general confidentiality.

It concerns the protection of particular communications or documents from compulsory disclosure in legal proceedings.

Two important forms are recognised particularly clearly in the DIFC:

A. Legal Advice Privilege

It protects confidential communications between lawyer and client made for the purpose of obtaining or giving legal advice.

B. Litigation Privilege

It protects qualifying confidential communications involving lawyers, clients and third parties where the dominant purpose is existing or reasonably contemplated litigation.

The DIFC Courts expressly described these two categories in Ahmed Seddiq Mohamed Samea Almutawa v Mohamed Seddiq Mohamed Samea Al Mutawa [2023] DIFC CFI 095. (DIFC Courts)

4. UAE Legal Framework

A. Federal Decree-Law No. 34 of 2022

The principal modern legislation regulating lawyers and legal consultants is Federal Decree-Law No. 34 of 2022 Regulating the Legal Profession and Legal Consultation Profession. It replaced the earlier 1991 legislation. (UAE Legislation)

The legislation establishes the regulatory framework for:

lawyers;

legal consultants;

legal professional companies;

professional obligations;

disciplinary supervision;

professional conduct.

B. 2025 Code of Ethics

Cabinet Resolution No. 9 of 2025 approved the Code of Ethics for the Legal Profession and Legal Consultation Profession.

Importantly, Article 8 of the Code expressly addresses confidentiality and non-disclosure.

It treats confidentiality and non-disclosure as core principles of the legal profession and legal consultations. Information obtained from clients or third parties during professional duties must generally remain confidential, and the obligation continues even after termination of the representation. (UAE Legislation)

The Code also recognises limited circumstances in which professional information may be disclosed, including where disclosure is required by applicable law or is necessary for professional proceedings or investigations. (UAE Legislation)

5. Confidentiality Survives Termination

One important principle is that confidentiality does not normally disappear merely because:

the lawyer stops acting;

the contract ends;

the client changes lawyers;

litigation concludes;

an employee leaves the company.

The 2025 Code expressly provides that the confidentiality obligation survives termination of the lawyer's professional relationship with the client. (UAE Legislation)

Example

A company gives its lawyer confidential information about a planned acquisition.

The lawyer later stops representing the company.

The lawyer cannot simply disclose the acquisition information because the retainer has ended.

6. Confidentiality vs Privilege

Therefore:

Every privileged communication will normally have a confidential character, but not every confidential communication is privileged.

7. Privilege Is Not Automatic for Every Lawyer-Client Communication

This is an important principle under DIFC jurisprudence.

In Ahmed Seddiq Mohamed Samea Almutawa v Mohamed Seddiq Mohamed Samea Almutawa [2023] DIFC CFI 095, the Court rejected the proposition that simply because a communication was between a person and legal advisers, every such communication was automatically privileged.

The party claiming privilege must establish the basis of the privilege, including the relevant purpose and continuing confidentiality. (DIFC Courts)

Thus, a party cannot simply say:

"This document was sent to my lawyer, therefore it is privileged."

The circumstances and purpose of the communication matter.

8. Confidentiality Is Also Different From Commercial Sensitivity

A document may be commercially sensitive without being legally privileged.

The DIFC Court in Ahmed Seddiq explained that commercial sensitivity or confidentiality alone will not necessarily prevent production of documents. Courts may balance the need for disclosure against the harm caused by disclosure and may use protective measures such as:

confidentiality undertakings;

restricted access;

redactions;

controlled inspection.

(DIFC Courts)

This principle is especially important in commercial litigation.

9. Without-Prejudice Privilege in UAE

A major development occurred in Dubai Court of Cassation, Commercial Case No. 486/2024, decided on 22 October 2024.

The dispute involved settlement communications, including WhatsApp communications exchanged during unsuccessful negotiations.

The Court held that statements made during unsuccessful settlement negotiations could not be treated as evidence or admissions against the party making them because they were made without prejudice to that party's rights. (HSF Kramer)

This is significant because traditional UAE onshore practice had not developed the same "without prejudice" doctrine found in common-law jurisdictions.

Important qualification

The UAE does not operate on the same binding-precedent system as England and Wales. Therefore, the decision is highly important and persuasive, but it should not automatically be treated as a universally binding statutory privilege applicable in every future case. (Baker McKenzie Resource Hub)

10. Mediation Confidentiality

Privilege and confidentiality are also relevant to mediation.

Federal Decree-Law No. 40 of 2023 on Mediation provides statutory protection for mediation communications.

Consequently, parties participating in formal mediation have a stronger statutory basis for keeping mediation-related communications confidential than merely labelling an ordinary commercial email "without prejudice."

11. Six Important UAE/DIFC Case Laws

Because reported mainland UAE cases specifically defining the boundaries of attorney-client privilege are relatively limited, the most useful authorities include the important Dubai onshore decision and DIFC decisions. DIFC cases must be understood as DIFC authorities, not automatically as statements of mainland UAE law.

Case 1 — Dubai Court of Cassation, Commercial Case No. 486/2024

Principle: Without-prejudice settlement communications

The Court considered statements made during unsuccessful settlement negotiations.

It held that such statements could not be used as evidence or admissions against the party who made them because they were made without prejudice to that party's rights. (HSF Kramer)

Importance

This case is important for:

settlement negotiations;

WhatsApp settlement discussions;

mediation-related communications;

admissions made during negotiations;

confidentiality of dispute-resolution discussions.

Legal lesson

A genuine settlement communication may receive protection even when negotiations ultimately fail.

Case 2 — Ahmed Seddiq Mohamed Samea Almutawa v Mohamed Seddiq Mohamed Samea Almutawa [2023] DIFC CFI 095

Principle: Legal professional privilege requires justification

The DIFC Court explained the two principal forms of legal professional privilege:

legal advice privilege; and

litigation privilege.

It rejected an overly broad assertion that all communications between a client and legal consultants were automatically privileged. (DIFC Courts)

The party claiming privilege must establish:

the relevant purpose;

confidentiality;

the applicable category of privilege;

sufficient information to justify the claim.

Importance

This is one of the clearest UAE-based authorities explaining the difference between confidentiality and privilege.

Case 3 — DFSA v Commissioner of Data Protection & Anna Waterhouse [2018] DIFC CFI 051/085

Principle: Legal professional privilege can restrict access to personal information

The case concerned data-subject access requests involving information held by solicitors.

The Court recognised that information could be protected by legal professional privilege and therefore exempt from disclosure in the circumstances considered by the Court. (DIFC Courts)

Importance

The case demonstrates the relationship between:

data protection;

privacy;

access rights;

lawyers' files;

legal professional privilege.

Legal lesson

A person's data-access rights do not necessarily override legal professional privilege.

Case 4 — TVM Capital Healthcare Partners Ltd v Ali Akbar Hashemi [2014] DIFC CA 006

Principle: Contractual confidentiality and statutory duty of confidence

The dispute concerned confidential commercial information.

The DIFC Court of Appeal upheld findings that the defendant had breached both:

a contractual confidentiality obligation; and

the duty of confidence under Article 37 of the DIFC Law of Obligations.

Damages of AED 250,000 were awarded at first instance. (DIFC Courts)

Importance

The case demonstrates that confidentiality may arise from two independent sources:

contract + statutory duty of confidence.

It also illustrates that misuse of confidential information can generate a damages claim.

Case 5 — Gate Mena DMCC / Huobi Mena FZE v Tabarak Investment Capital Ltd [2023] DIFC CA 002

Principle: Confidential information and misuse

The case concerned a cryptocurrency transaction and alleged disclosure of a confidential seed phrase.

The DIFC Court of Appeal considered Article 37 of the DIFC Law of Obligations, which imposes a duty not to misuse specific confidential information where the recipient knows or ought to know that the information is confidential. (DIFC Courts)

The Court emphasised that not every disclosure automatically constitutes misuse. The nature of the relationship and circumstances surrounding the information are relevant.

Importance

This case is particularly useful for modern civil-law questions involving:

cryptocurrency;

digital assets;

passwords;

seed phrases;

cybersecurity;

confidential digital information.

Case 6 — AES Middle East Insurance Broker LLC v GSB Capital Ltd [2023] DIFC CFI 060

Principle: Employee confidentiality and client information

The case concerned alleged misuse of confidential client information by former employees and a competing business.

The claims included breach of confidence under Article 37 of the DIFC Law of Obligations. The information included client lists and information allegedly used to solicit clients. (DIFC Courts)

Importance

The case illustrates that confidentiality can continue to have legal significance in employment and post-employment relationships.

Relevant information may include:

client lists;

customer data;

financial information;

business strategies;

databases;

commercially sensitive information.

Case 7 — Skat v Elysium Global (Dubai) Ltd [2018] DIFC CFI 048

Principle: Privilege must be properly established

The DIFC Court considered a number of alleged privileged documents.

Claims of privilege were rejected where parties failed to establish:

who prepared the document;

its provenance;

whether lawyers were involved;

whether legal advice was involved;

the relevant type of privilege.

The Court also considered whether documents were genuinely created for litigation purposes. (DIFC Courts)

Importance

The case establishes a practical principle:

A privilege claim must be demonstrated, not merely asserted.

This is especially important during document disclosure.

Case 8 — Globe Investment Holdings Ltd v Commercial Bank of Dubai & Others [2024] DIFC CFI 028/2023

Principle: Mistaken disclosure of privileged documents

The DIFC Court considered the consequences of inadvertent disclosure of privileged documents.

The Court referred to the approach that may apply where a privileged document has been mistakenly disclosed and inspected. (DIFC Courts)

Importance

This is highly relevant to:

electronic discovery;

data rooms;

email disclosure;

litigation document review;

AI-assisted document review;

accidental disclosure.

It shows why parties should implement strong privilege-review procedures before disclosure.

12. Case Law Table

13. Confidentiality of Lawyers and Legal Consultants

The modern UAE professional framework places significant responsibility on lawyers and legal consultants.

Under the 2025 Code of Ethics, confidential information obtained during professional duties must generally be protected. The duty extends beyond the duration of the representation. (UAE Legislation)

The lawyer must therefore protect:

client correspondence;

legal opinions;

litigation strategy;

settlement strategy;

transaction information;

personal information;

business secrets;

documents supplied by the client.

14. Exceptions to Confidentiality

Confidentiality is not absolute.

Disclosure may be permissible or required where:

1. Client consent exists

The client may authorise disclosure.

2. Law requires disclosure

A statutory obligation may override ordinary confidentiality.

3. Court orders disclosure

A competent court may require production of relevant information, subject to applicable privilege.

4. Professional disciplinary proceedings

Professional information may sometimes be disclosed where necessary for proceedings concerning the professional engagement.

5. Regulatory investigations

Specific regulatory legislation may impose disclosure obligations.

6. Protection of professional rights

Limited disclosure may be permitted when necessary for the lawyer or consultant to defend or establish professional rights.

The 2025 Code specifically recognises limited disclosure connected with professional procedures and investigations. (UAE Legislation)

15. Confidentiality in Corporate Litigation

Corporate confidentiality creates difficult questions.

For example, a company may have:

internal investigation reports;

board minutes;

emails;

legal opinions;

accounting reports;

forensic reports.

Not every document automatically becomes privileged merely because it is sent to a lawyer.

The purpose and circumstances of preparation are important.

This principle is illustrated by the DIFC cases concerning privilege claims during disclosure. (DIFC Courts)

16. Employee Confidentiality

Employees may owe confidentiality obligations to employers concerning:

trade secrets;

customer databases;

pricing;

business plans;

source material;

proprietary technology;

financial information.

The AES litigation illustrates how alleged misuse of client information by former employees can lead to claims for breach of confidence. (DIFC Courts)

Example

An employee downloads a company's customer database before joining a competitor.

The competitor then uses the database to solicit customers.

Possible legal issues include:

breach of employment obligations;

breach of confidence;

misuse of confidential information;

contractual liability;

damages;

injunctive relief.

17. Confidentiality and Digital Information

Privilege and confidentiality have become increasingly important because legal information is now stored electronically.

Potentially sensitive material includes:

WhatsApp messages;

emails;

cloud documents;

electronic legal files;

AI-generated legal drafts;

digital evidence;

cryptocurrency keys;

databases;

electronic discovery repositories.

The Huobi/Tabarak litigation demonstrates the relevance of confidentiality principles to digital assets and cryptocurrency information. (DIFC Courts)

18. Confidentiality and AI

AI creates additional privilege risks.

For example, a lawyer may upload confidential client information into an AI system.

Questions may arise regarding:

who can access the information;

whether the information remains confidential;

whether third-party processing destroys confidentiality;

whether the AI provider retains the information;

whether the resulting document is privileged;

whether disclosure to the AI system amounts to waiver.

The safest legal principle is:

Confidentiality must be preserved throughout the entire information-processing chain.

Merely describing an AI-generated document as "privileged" does not necessarily make the underlying information privileged.

19. Waiver of Privilege

Privilege may be lost or weakened where protected information is voluntarily disclosed to persons outside the protected relationship.

For example:

Client → Lawyer → Confidential legal advice

may attract privilege.

But:

Client → Lawyer → unrelated third party

may create questions about whether confidentiality has been maintained.

The DIFC jurisprudence emphasises the continuing confidentiality requirement when privilege is claimed. (DIFC Courts)

20. Inadvertent Disclosure

Accidental disclosure presents another problem.

A privileged document might accidentally be:

attached to an email;

uploaded into a data room;

disclosed during discovery;

produced by an AI document-review system;

sent to opposing counsel.

Globe Investment Holdings illustrates the importance of addressing mistaken disclosure of privileged documents through the court's procedural framework. (DIFC Courts)

Law firms should therefore conduct:

privilege review;

document classification;

metadata checks;

access controls;

redaction;

secure transmission.

21. Confidentiality and Disclosure in DIFC Proceedings

The DIFC Rules expressly contemplate legal professional privilege in disclosure proceedings.

For example, DIFC rules permit legal professional privilege to be asserted against production, while confidentiality may also be managed through protective measures. (DIFC Courts)

This produces an important distinction:

Privilege may justify withholding a document.

Confidentiality may instead justify controlled disclosure.

For example, a court may permit disclosure subject to:

redaction;

confidentiality undertakings;

limited inspection;

restricted access.

22. Confidentiality in Settlement Negotiations

Settlement negotiations require special treatment.

The Dubai Court of Cassation Case No. 486/2024 is particularly important because it recognised protection for statements made during unsuccessful settlement discussions. (HSF Kramer)

Example

A owes B AED 5 million.

During settlement discussions, A says:

"I accept that I owe AED 4 million, but I can pay AED 2 million immediately to settle the dispute."

If the negotiations fail, the question arises whether that statement can subsequently be used as an admission.

Case No. 486/2024 indicates that qualifying statements made during unsuccessful settlement negotiations should receive protection from being used as evidence against the maker. (velaw.com)

23. Contractual Confidentiality Clauses

Businesses should normally define confidentiality expressly in contracts.

A well-drafted clause may identify:

confidential information;

permitted use;

permitted disclosure;

duration;

exceptions;

return or destruction of information;

employee obligations;

subcontractor obligations;

remedies;

injunctive relief;

cybersecurity requirements.

This is especially important where the statutory position is less developed than in the DIFC.

24. Remedies for Breach of Confidentiality

Depending on the applicable law and circumstances, remedies may include:

1. Damages

Compensation for financial loss.

2. Injunction

An order restraining disclosure or use.

3. Restitution or return

Return or destruction of confidential documents.

4. Contractual remedies

Where confidentiality arises from contract.

5. Professional disciplinary consequences

Where the breach is committed by a regulated lawyer or consultant.

6. Other statutory consequences

Certain forms of unlawful disclosure may engage separate statutory regimes.

The TVM Capital case illustrates the availability of damages for breach of confidentiality. (DIFC Courts)

25. Confidentiality and Privacy

Confidentiality and privacy overlap but are not identical.

Privacy

Protects a person's personal sphere and personal information.

Confidentiality

Protects information because of the relationship or circumstances in which it was obtained.

Privilege

Protects particular communications or information from compelled disclosure in legal proceedings.

Therefore:

Privacy ≠ Confidentiality ≠ Privilege

They may overlap in the same dispute but have different legal foundations.

26. Mainland UAE vs DIFC

27. Important Principles for Examination

Principle 1

Confidentiality is broader than legal privilege.

Principle 2

Not every confidential document is privileged.

Principle 3

Not every communication with a lawyer is automatically privileged.

Principle 4

The purpose of the communication is important.

Principle 5

Continuing confidentiality is generally necessary for privilege.

Principle 6

Disclosure required by law may override ordinary confidentiality.

Principle 7

Client consent can authorise disclosure.

Principle 8

Settlement communications may receive without-prejudice protection.

Principle 9

Commercial sensitivity alone does not automatically create privilege.

Principle 10

DIFC privilege jurisprudence should not automatically be treated as mainland UAE law.

28. Practical Examples

Example 1 — Legal advice

A company asks its lawyer whether a proposed contract violates UAE law.

The lawyer's confidential legal advice may fall within legal professional privilege where the applicable privilege requirements are satisfied.

Example 2 — Business information

A company gives its lawyer its customer database.

The database may be confidential, but the fact that it is held by the lawyer does not automatically make every copy of the database privileged.

Example 3 — Settlement

Two companies exchange settlement offers during genuine negotiations.

The Dubai Cassation decision in Case No. 486/2024 provides important support for protecting qualifying settlement communications from use as admissions. (HSF Kramer)

Example 4 — Employee

An employee downloads confidential customer information and gives it to a competitor.

This may generate contractual and breach-of-confidence claims.

Example 5 — Accidental disclosure

A lawyer accidentally produces a privileged email during electronic disclosure.

The parties may need to invoke the applicable procedural rules dealing with mistaken disclosure.

Example 6 — AI

A lawyer places confidential client information into an external AI platform.

The lawyer must consider whether that processing is consistent with the professional confidentiality obligation and whether confidentiality or privilege could be compromised.

29. Short Exam Answer

Privilege and confidentiality under UAE civil law protect sensitive legal, commercial and professional information from improper disclosure. Confidentiality is principally a duty not to disclose or misuse information, while privilege is an evidentiary protection allowing qualifying communications to resist disclosure.

The UAE's modern legal-profession framework includes Federal Decree-Law No. 34 of 2022 and the 2025 Code of Ethics, whose Article 8 treats confidentiality and non-disclosure as core principles and extends the obligation beyond termination of representation. (UAE Legislation)

The DIFC Courts have developed a more explicit common-law privilege framework recognising legal advice privilege and litigation privilege, while requiring parties to establish the factual and legal basis of a privilege claim. Important cases include Ahmed Seddiq, DFSA v Commissioner of Data Protection, Skat v Elysium, TVM Capital v Hashemi, Huobi v Tabarak, AES v GSB Capital, and Globe Investment Holdings. (DIFC Courts)

A major onshore development is Dubai Court of Cassation Case No. 486/2024, which recognised protection for qualifying statements made during unsuccessful settlement negotiations. (HSF Kramer)

30. Conclusion

Privilege and confidentiality form an important part of UAE civil justice. Confidentiality protects information obtained through professional, contractual and fiduciary relationships, while privilege protects particular communications from compulsory disclosure.

The UAE framework is developing in two directions:

Mainland UAE — professional confidentiality is increasingly formalised through the legal-profession framework, while judicial developments such as Dubai Cassation 486/2024 are expanding protection for settlement communications.

DIFC — the courts apply a more developed common-law system of legal professional privilege, including legal advice and litigation privilege.

The central rule can be remembered as:

Confidential information should be protected, but confidentiality alone does not automatically create privilege; the source, purpose, relationship and applicable procedural law must be examined.

Exam formula:
Confidentiality + Purpose + Protected Relationship + Privilege Requirements + Exceptions + Disclosure Rules + Remedies = UAE Law on Privilege and Confidentiality.