Civil Law and UAE: Public-Private Hybrid Responsibility Models

1. Introduction

A public-private hybrid responsibility model exists where responsibility for a service, project, infrastructure, regulated activity, or public function is divided between a public authority and one or more private entities.

The model is particularly important in the UAE because public authorities increasingly work with private companies through:

public-private partnerships (PPPs);

concessions;

project companies;

infrastructure contracts;

outsourced public services;

regulated utilities;

government-owned or government-controlled companies;

construction and operation contracts;

management agreements;

guarantees and performance bonds.

The UAE Constitution itself recognises cooperation between public and private activity as part of the national economic structure. Article 24 states that the national economy is based on social justice and mainly depends on cooperation between public and private activities. (UAE Legislation)

The modern UAE framework is also supported by Federal Law No. 12 of 2023 regulating Federal Public-Private Partnerships, under which a PPP is a contractual relationship between a federal entity and private-sector partner(s) for providing a public service or operating a public facility. (UAE Legislation)

The basic principle is:

A public function does not automatically make every private participant publicly liable, and private participation does not automatically remove the public authority's statutory responsibilities.

Responsibility must be allocated according to the law, contract, function, control, fault, causation and applicable statutory regime.

2. Meaning of a Public-Private Hybrid Responsibility Model

A hybrid model exists where different legal responsibilities are distributed across different actors.

For example:

Government Authority

→ awards concession

→ Private Project Company

→ appoints contractor

→ Private Contractor

→ provides public infrastructure/service

→ Public Users

Each relationship may generate different liabilities.

Example

A government authority contracts with a private company to operate a public transport facility.

There may be:

contractual liability of the private operator;

regulatory responsibility of the public authority;

construction liability of the contractor;

professional liability of engineers;

insurance liability;

tort liability toward users;

statutory duties concerning safety.

Therefore, asking simply:

“Is the government liable?”

may be legally incomplete.

The correct question is:

Which entity assumed which legal obligation, and which entity's conduct caused the particular loss?

3. UAE Legal Foundation

The current Civil Transactions Law is Federal Decree-Law No. 25 of 2025, which entered into force on 1 June 2026 and repealed Federal Law No. 5 of 1985. (UAE Legislation)

The new Civil Transactions Law provides the general framework for:

contractual obligations;

harmful acts;

compensation;

agency;

construction/work contracts;

guarantees;

insurance;

ownership and property;

unjust enrichment;

other civil obligations.

However, public-private projects are rarely governed by the Civil Transactions Law alone.

A hybrid project may simultaneously involve:

Civil Transactions Law;

PPP legislation;

procurement legislation;

administrative/regulatory legislation;

company law;

sector-specific legislation;

construction law;

insurance law;

arbitration legislation;

local Emirate legislation.

This produces a multi-layered responsibility structure.

4. Federal PPP Law

Federal Law No. 12 of 2023 is particularly important.

The legislation defines a PPP as a contractual relationship between a federal entity and one or more private-sector partners for the provision of a public service or operation of a public facility. It also recognises a project company established by the private partner to implement the project. (UAE Legislation)

This means the legal structure may look like:

Federal Authority

↕ PPP Agreement

Private Partner

↕

Project Company

↕

Contractors / Operators / Financiers

This creates the possibility of layered responsibility rather than one single liable party.

5. Why Responsibility Becomes "Hybrid"

Traditional private liability generally asks:

Who caused the damage?

Public law may ask a different question:

Which authority had the statutory responsibility to regulate, supervise, or provide the public function?

A PPP adds another question:

Which contractual participant assumed responsibility for performing the function?

Therefore, a single incident can potentially involve:

statutory responsibility;

contractual responsibility;

tort responsibility;

vicarious responsibility;

professional responsibility;

regulatory responsibility.

These responsibilities should not automatically be merged.

6. The Five Main Models of Hybrid Responsibility

Model 1 — Contractual Allocation

The government retains the public function but contracts operational responsibility to a private entity.

Example:

Government → Operator → Public service

The private operator may be responsible for:

service quality;

maintenance;

employee conduct;

contractual performance;

operational safety.

The government may retain:

regulatory supervision;

licensing;

statutory powers;

public-interest obligations.

Model 2 — Delegated Operational Responsibility

The private company performs an activity previously performed by a public authority.

The private entity may assume responsibility for the actual operation, while the authority retains regulatory responsibility.

This is common in:

transport;

healthcare;

infrastructure;

utilities;

waste management;

technology services.

Model 3 — Joint or Concurrent Responsibility

Both public and private actors may have independent duties.

For example:

authority must maintain regulatory safety standards;

private operator must comply with those standards;

contractor must construct safely.

If the same damage results from failures of several actors, the applicable law determines whether liability is joint, several, apportioned, or otherwise allocated.

Model 4 — Vicarious or Agency-Based Responsibility

A principal may become responsible for conduct carried out by an authorised agent.

The 2025 DIFC Court of Appeal decision in Al Mheiri v John Cameron [2025] DIFC CA 008 discussed the UAE-law principles concerning principal responsibility for an agent and confirmed, in the relevant factual context, that the boat owner could be vicariously liable for its employee's conduct. (DIFC Courts)

This becomes especially important where a government-owned or privately operated entity uses employees, contractors or agents.

Model 5 — Statutory Public Responsibility

Some obligations arise directly from legislation and cannot simply be transferred through a private contract.

A government authority may therefore retain certain responsibilities even after outsourcing an activity.

This produces:

Private operational responsibility + continuing public statutory responsibility.

7. PPP Law and Troubled Projects

Federal PPP Law No. 12 of 2023 expressly addresses troubled projects.

Where a private partner fails to implement the project and that failure threatens the public interest, interruption of a public facility, or cessation of a public service whose continuation is required by the public interest, the concerned federal authority may replace the partner and take control of the project to ensure continued implementation.

The law also preserves the authority's right to claim compensation for damages resulting from the partner's failure. (UAE Legislation)

This is an excellent example of hybrid responsibility.

Structure

Private failure

↓

Public-interest risk

↓

Government intervention

↓

Project continuity

↓

Possible compensation claim against private partner

Therefore, public intervention does not necessarily mean that the State has assumed the private partner's underlying liability.

8. Case Law

Case 1 — Hexagon Holdings (Cayman) Ltd v DIFC Authority & DIFC Investments LLC [2019] DIFC CFI 013

This is an important authority concerning a large development project involving a government-established authority and a government-related investment company.

DIFC Authority was established by the Government of Dubai to oversee the strategic development, operational management and administration of the DIFC, while DIFC Investments was its subsidiary and owner of relevant real-estate assets.

The dispute arose from a major development agreement involving hundreds of millions of dollars of investment. The claimant sought more than AED 1.7 billion in damages. (DIFC Courts)

Principle

The fact that an entity is connected with government does not automatically determine its private-law liability.

The court must examine:

the entity's legal personality;

the contractual documents;

transfer of rights and liabilities;

the capacity in which the entity acted;

the actual obligations undertaken.

Importance

This illustrates the first major hybrid-responsibility rule:

Government ownership or governmental connection is not, by itself, a substitute for identifying the legal source of liability.

9. Case 2 — Brookfield Multiplex Constructions LLC v DIFC Investments LLC & DIFC Authority [2016] DIFC CFI 020

This case arose from a major construction project involving DIFC Investments and DIFC Authority.

The construction contract provided for arbitration and was governed by Dubai law. DIFC Investments had assumed rights and liabilities previously associated with DIFC Authority.

A construction defect was alleged after a stone slab fell from the Gate building, raising concerns about further danger. (DIFC Courts)

Principle

Responsibility in a public-private development must be analysed through the actual contractual chain.

The court's analysis demonstrates why it is important to identify:

original owner;

government authority;

project company;

assignee;

contractor;

consultant;

subcontractor.

Hybrid-responsibility lesson

A public authority's involvement in the development does not automatically make it liable for every construction defect.

Responsibility may instead follow:

Owner → contractual counterparty → contractor → subcontractor → professional consultant

depending on the particular obligation and applicable law.

10. Case 3 — Nael v Niamh Bank [2024] DIFC CA 015

This case involved a major public infrastructure project.

The employer entered into a contract with a building and engineering contractor for infrastructure works. The contractor was required to procure guarantees from a bank. When the contractor entered insolvency, the employer made demands under the guarantees, and the bank disputed its liability. Arbitration followed. The tribunal ultimately awarded the employer approximately AED 160.7 million plus interest and costs. (DIFC Courts)

Principle

A public project can contain several legally independent relationships:

Public Project

→ Employer–Contractor

→ Employer–Bank

→ Contractor–Bank

→ Arbitration

Each relationship creates different rights and liabilities.

Hybrid-responsibility lesson

The fact that a transaction supports a public project does not mean every participant becomes responsible for the project's overall performance.

The bank's responsibility arose from the guarantees, not from a general obligation to construct or operate the public infrastructure.

11. Case 4 — Khaled Salem Musabeh Humad Al Mheiri v John Cameron [2025] DIFC CA 008

This case involved a parasailing operation and the liability of a vessel owner for the conduct of its employee.

The Court considered whether the owner was vicariously liable for the driver's conduct and examined the relationship between principal, agent and employee. It held in the relevant circumstances that the owner had actual authority to supervise and direct the driver and was vicariously liable for the driver's actions. (DIFC Courts)

The Court also addressed contractual exclusion of liability and recognised that contractual exclusions cannot override mandatory legal provisions, public order or morals, including liability connected with criminal conduct. (DIFC Courts)

Principle

A private operator cannot necessarily escape responsibility simply because the harmful act was physically performed by an employee or agent.

Hybrid-responsibility lesson

Where a public authority contracts a private operator, the private operator may remain responsible for the conduct of persons under its operational control.

12. Case 5 — Hana Al Herz v DIFC Authority [2012] DIFC CFI 011

This case concerned employment with DIFC Authority and claims for reinstatement, lost wages and contractual damages. (DIFC Courts)

The case is useful for understanding the separate legal personality of a statutory/public authority when it enters into employment and other private-law relationships.

Principle

A public authority can participate in ordinary private-law relationships, including employment contracts.

Once the authority enters such a relationship, the relevant contractual and statutory obligations must be analysed according to the applicable legal framework.

Hybrid-responsibility lesson

A public entity can have:

public/regulatory functions + private contractual obligations.

The two capacities should not automatically be conflated.

13. Case 6 — Marwan Ahmad Lutfi v DIFC Authority [2012] DIFC CFI 003

The claimant was a senior employee of DIFC Authority and sought contractual damages as well as statutory employment compensation. (DIFC Courts)

The dispute demonstrates the coexistence of:

contractual rights;

statutory employment rights;

claims against a public authority acting as employer.

Principle

A public authority's status does not eliminate ordinary private-law analysis where it has entered into a contractual relationship.

The court must identify whether the claim arises from:

contract;

legislation;

regulatory authority;

or another legal source.

14. Case 7 — Murkan v Muhy [2023] DIFC SCT 172

This construction dispute illustrates another important hybrid feature.

The project was connected with Dubai Municipality's regulatory framework. A main contractor had been appointed, and the claimant was subsequently notified of a change of main contractor through Dubai Municipality. The claimant sought compensation for completed works, contractual costs and delay-related expenses. (DIFC Courts)

Principle

Regulatory involvement by a public authority does not automatically transform the authority into the contractual debtor.

The contractual relationship must still be identified.

Hybrid-responsibility lesson

Regulatory approval ≠ contractual assumption of payment liability.

This distinction is critical in construction and infrastructure projects.

15. Case 8 — Arabtec Construction LLC v Ultra Fuji International LLC [2007] DIFC CFI 004

This case involved a main contractor and subcontractor on the DIFC Gate Village project.

The subcontractor's obligations were connected to the main construction contract and the project was being developed within the DIFC. The dispute concerned unpaid invoices and other damages after the subcontractor was excluded from the site. (DIFC Courts)

Principle

A subcontractor's liability and rights ordinarily arise from its own contractual relationship with the main contractor, even though the project itself may involve a public authority or government-related entity.

Hybrid-responsibility lesson

A public project can contain a private contractual chain:

Government/Authority → Developer → Main Contractor → Subcontractor

Liability should not automatically jump from one level to another.

16. Case 9 — Hexagon and Brookfield Together: Public Authority vs Contracting Entity

The combination of Hexagon and Brookfield is particularly useful.

Both demonstrate projects involving government-established or government-related entities, but the courts still examined:

corporate personality;

contractual rights;

transfer of obligations;

arbitration agreements;

construction responsibilities;

ownership;

actual contractual relationships.

The lesson is:

Public character of a project does not eliminate the ordinary principles of private-law attribution.

17. Public Authority Does Not Automatically Guarantee Private Performance

Suppose:

Government Authority

contracts with

Private Operator

and the operator fails.

The public authority may have:

regulatory powers;

contractual remedies;

step-in rights;

termination rights;

compensation rights;

public-interest obligations.

But this does not automatically mean that:

Government = guarantor of private operator's debts.

The PPP legislation itself illustrates this distinction by giving the authority intervention powers over troubled projects while preserving its right to claim compensation for damage caused by the private partner's failure. (UAE Legislation)

18. Step-In Rights

One of the most important features of hybrid responsibility is the step-in mechanism.

A public authority may intervene where a private partner fails to perform.

Example

Private partner fails to operate a public facility.

↓

Government determines public interest is endangered.

↓

Government takes control.

↓

Service continues.

↓

Government may pursue contractual/statutory remedies against the private partner.

The crucial point is:

Step-in is an intervention mechanism, not necessarily an assumption of the private partner's original liability.

19. Public Interest and Private Risk Allocation

PPP contracts normally allocate risks between the parties.

Typical risks include:

construction risk;

financing risk;

demand risk;

operational risk;

maintenance risk;

regulatory risk;

force majeure;

change in law;

environmental risk;

technology risk;

insurance risk;

termination risk.

The legal responsibility for each risk should be identified separately.

Example

If the private partner assumes construction risk:

Construction defect → private partner responsibility.

If the authority changes the law in a way that fundamentally alters the project's economics:

Change-in-law risk → potentially authority responsibility, depending on the contract and applicable law.

If an extraordinary event is covered by force majeure:

Liability may be modified or excluded according to the governing legal regime.

20. Hybrid Responsibility and Construction Projects

Construction is one of the clearest examples.

A typical project may contain:

Government Authority

↓

Project Company

↓

Main Contractor

↓

Subcontractor

↓

Engineer/Consultant

Each may have separate duties.

The current Civil Transactions Law contains specific rules governing contracts for works and professional construction responsibility. The UAE Government has stated that the new law updated rules concerning contracts for works, including allocation of responsibilities, termination and unforeseen circumstances affecting contractual equilibrium. (UAE Legislation)

Therefore, a construction failure should not be analysed simply as:

“The government project failed.”

Instead:

Which participant had the duty that was breached?

21. Hybrid Responsibility and Vicarious Liability

Vicarious liability becomes relevant when:

a private operator employs staff;

a contractor uses workers;

a project company controls an operating company;

an agent acts for a principal.

The central questions include:

Who employed the person?

Who supervised the person?

Who controlled the activity?

Was the conduct within the scope of employment?

Did the harm occur while performing the relevant function?

Al Mheiri v Cameron provides a useful modern illustration of the importance of actual authority and supervision in determining vicarious responsibility. (DIFC Courts)

22. Corporate Personality in Hybrid Projects

A PPP may involve a special-purpose vehicle or project company.

For example:

Government + Private Investor

↓

Project Company

↓

Infrastructure

The project company may have separate legal personality.

Therefore, a claimant cannot automatically treat:

the project company;

its shareholders;

the private partner;

the government authority

as one legal person.

Separate corporate personality remains important.

The 2025 Civil Transactions Law also modernises corporate provisions while coordinating them with commercial legislation. (UAE Legislation)

23. Government Ownership Is Not the Same as Government Liability

This is a particularly important examination point.

A company may be:

wholly government-owned;

partly government-owned;

controlled by a government entity;

established under government legislation.

Yet it may still have a separate legal personality.

Therefore:

Ownership ≠ automatic liability.

The court must identify:

corporate personality;

statutory status;

contractual undertaking;

agency;

control;

wrongful conduct;

applicable special legislation.

24. Public Function Is Not the Same as Public Liability

Similarly:

Public function ≠ automatic State liability.

A private company may perform a public service while remaining responsible under its own contract and private-law duties.

For example:

Private operator

provides public transportation.

If an employee negligently injures a passenger, the operator may have private/tort liability.

The public authority's mere licensing or regulatory supervision does not automatically make the authority a co-defendant.

25. But Public Authorities Can Retain Independent Duties

The opposite is also true.

A government authority may retain a statutory duty concerning:

licensing;

public safety;

regulatory inspection;

infrastructure;

environmental protection;

public health;

emergency intervention.

If that authority independently breaches a legal duty and the breach causes legally compensable damage, a separate public-law or civil claim may potentially arise, subject to the applicable legislation and jurisdiction.

Thus:

Outsourcing performance does not necessarily outsource every statutory responsibility.

26. Public-Private Hybrid Responsibility Matrix

27. Direct vs Indirect Responsibility

Direct responsibility

The entity itself breaches its duty.

Example:

Private operator fails to maintain a facility.

Indirect responsibility

An entity becomes responsible because of another person's conduct or a legal relationship.

Example:

Employer becomes vicariously responsible for employee.

Contractual responsibility

Responsibility arises from a contractual undertaking.

Statutory responsibility

Responsibility arises directly from legislation.

Regulatory responsibility

Responsibility arises from the authority's regulatory role.

Hybrid models can contain all four simultaneously.

28. Public-Private Hybrid Responsibility and Compensation

When damage occurs, the court should separate:

Head 1 — Contractual loss

What does the contract require?

Head 2 — Tortious loss

Was there a harmful act?

Head 3 — Statutory entitlement

Does legislation create an independent right?

Head 4 — Regulatory breach

Was a mandatory regulatory obligation violated?

Head 5 — Vicarious responsibility

Is one entity responsible for another person's conduct?

Head 6 — Insurance

Is there contractual coverage?

This prevents double recovery and incorrect attribution.

29. Public-Private Hybrid Responsibility and Causation

Causation becomes particularly difficult where several actors contributed to the same loss.

Example:

Government failed to inspect;

private operator failed to maintain;

contractor performed defective work;

engineer failed to detect defect.

The court must determine:

Which failures legally caused the damage?

Possible outcomes include:

one party solely liable;

several parties jointly liable;

liability apportioned according to applicable law;

contractual indemnity between parties;

contribution claims between defendants.

The existence of multiple actors does not automatically mean that all are equally liable.

30. Hybrid Responsibility and Indemnities

PPP contracts frequently contain:

indemnities;

guarantees;

limitation clauses;

insurance requirements;

performance bonds;

parent-company guarantees.

These mechanisms redistribute economic responsibility, but they do not necessarily determine whether a third party can sue a particular entity.

For example:

Government may have a claim against Contractor under an indemnity.

That does not necessarily mean:

A member of the public can sue Government instead of Contractor.

The rights of third parties must be separately established.

31. Hybrid Responsibility and Public Interest

The public interest creates an important difference from an ordinary commercial contract.

Under the PPP legislation, the public authority may intervene when failure threatens:

public interest;

continued operation of a public facility;

continuation of a public service. (UAE Legislation)

Therefore:

Public interest can justify extraordinary contractual/regulatory intervention without automatically converting the private partner's contractual obligations into government obligations.

32. Public-Private Hybrid Responsibility and Immunity

A government entity's involvement can also raise questions concerning:

jurisdiction;

sovereign immunity;

statutory powers;

arbitration;

enforcement;

public property;

execution against public assets.

These questions must be separated from ordinary civil liability.

A claimant may establish that a government-related entity is legally liable but still face separate questions about:

How and against which assets can the judgment be enforced?

Thus:

Liability ≠ enforcement.

33. Hybrid Responsibility and Arbitration

PPP agreements frequently contain arbitration provisions.

A dispute may therefore proceed through:

Government Authority ↔ Private Partner

or:

Project Company ↔ Contractor

or:

Employer ↔ Bank/Guarantor.

Nael v Niamh Bank is particularly illustrative: a public infrastructure project generated separate guarantee relationships and arbitration proceedings between the employer and bank. (DIFC Courts)

The presence of a public project therefore does not itself prevent arbitration.

The arbitration agreement, applicable legislation, arbitrability and public-policy requirements must be examined.

34. Hybrid Responsibility and Regulatory Approval

A frequent legal mistake is:

“The government approved the project, therefore the government is responsible.”

That is not necessarily correct.

Approval may mean only:

regulatory compliance;

planning permission;

licensing;

safety approval;

technical approval.

It does not necessarily mean:

contractual guarantee;

assumption of construction risk;

assumption of operator liability;

guarantee of profitability.

Murkan v Muhy illustrates why municipal involvement and contractor appointment/payment obligations must be distinguished. (DIFC Courts)

35. Hybrid Responsibility and Public Procurement

Federal procurement legislation provides another layer to the relationship between the public and private sectors.

Federal Law No. 11 of 2023 governs procurement in the federal government. (UAE Legislation)

Procurement rules may determine:

selection of private contractor;

tender procedures;

qualification;

contract award;

compliance;

performance guarantees;

government contracting mechanisms.

But once the contract is awarded, civil liability may additionally depend on the contractual obligations and applicable civil law.

36. Hybrid Responsibility: A Step-by-Step Judicial Test

A court can approach a dispute through the following sequence.

Step 1 — Identify the actors

Government, authority, project company, contractor, consultant, insurer, bank.

Step 2 — Identify their legal status

Public authority, government company, private company, SPV, individual.

Step 3 — Identify the legal relationship

Contract, statute, agency, employment, tort, guarantee, insurance.

Step 4 — Identify the duty

What exactly was each party required to do?

Step 5 — Identify breach

Which party failed to perform?

Step 6 — Identify causation

Which failure caused the actual damage?

Step 7 — Consider attribution

Direct, vicarious, contractual, statutory or regulatory?

Step 8 — Consider allocation clauses

Indemnities, guarantees, insurance, limitation clauses.

Step 9 — Consider public-interest intervention

Did the government exercise a statutory step-in or emergency power?

Step 10 — Determine remedy

Damages, specific performance, termination, indemnity, contribution, injunction or other statutory remedy.

37. Important Case-Law Lessons

38. Difference Between Public and Private Responsibility

39. Core Legal Principle

The most important principle is:

Hybrid responsibility is based on functional and legal attribution, not merely institutional association.

In other words:

Government involvement

does not automatically mean

government liability.

And:

Private performance

does not automatically mean

absence of government responsibility.

The court must determine which legal duty belonged to whom.

40. Examination Example

Facts

The UAE Government contracts with Company A to operate a public hospital.

Company A appoints Company B to maintain medical equipment.

Company B negligently fails to maintain a machine.

A patient is injured.

Analysis

Government

→ regulatory/public responsibilities.

Company A

→ contractual operator responsibility.

Company B

→ maintenance/professional responsibility.

Employee

→ possible personal responsibility.

Insurer

→ contractual insurance responsibility.

The patient's claim therefore cannot be resolved merely by saying:

“This is a government hospital.”

The court must identify the relevant duty and causal connection.

41. Public-Private Hybrid Responsibility and the New Civil Transactions Law

The 2025 Civil Transactions Law is significant because it modernises the general civil-law framework while expressly recognising the continuing role of special legislation and local regulatory regimes. The UAE Government states that the new legislation was designed to avoid duplication with recently enacted special laws and to harmonise federal and local roles. (UAE Legislation)

This is especially relevant to PPPs because:

General civil law provides the background framework, while special PPP, procurement and sector legislation may govern the specific public-private relationship.

Therefore, a lawyer should not rely on the Civil Transactions Law alone when analysing a PPP dispute.

42. Key Principles for UAE Hybrid Responsibility

Principle 1 — Separate legal personality

A government-owned company is not automatically the government.

Principle 2 — Functional allocation

Responsibility follows the function and duty legally assigned to each participant.

Principle 3 — Contractual allocation

PPP agreements can allocate substantial risks between the public and private participants.

Principle 4 — Mandatory law prevails

Contractual allocation cannot defeat mandatory legal rules.

Principle 5 — Public interest matters

Public authorities can possess special intervention and step-in powers.

Principle 6 — Private liability remains possible

A private operator can remain liable even while providing a public service.

Principle 7 — Regulatory supervision is different from operational control

A regulator is not necessarily the operator.

Principle 8 — Causation remains essential

Multiple participants do not automatically mean equal liability.

Principle 9 — Corporate personality matters

Project companies and government-related companies may have independent legal identities.

Principle 10 — Enforcement must be analysed separately

Establishing liability does not automatically answer how the judgment can be enforced against public assets.

43. Quick Revision Formula

Public-Private Hybrid Responsibility

Public Function

↓

Government Authority

Private Partner

↓

Contract / Statute / Concession

↓

Allocation of Functions

↓

Duty

↓

Breach

↓

Causation

↓

Attribution

↓

Remedy

44. Final Conclusion

UAE public-private hybrid responsibility is best understood as a multi-layered system of legal attribution.

The State may remain responsible for its statutory and regulatory functions while transferring operational and commercial responsibilities to private partners. Conversely, a private company performing a public service does not automatically acquire the State's public-law responsibilities.

Federal PPP Law No. 12 of 2023 demonstrates this structure particularly clearly: the private partner may be responsible for implementation, while the federal authority retains powers to intervene where project failure threatens the public interest or continuity of a public service and may seek compensation resulting from the private partner's failure. (UAE Legislation)

The case law reinforces the same principle. Hexagon and Brookfield demonstrate the importance of separate corporate and contractual responsibility; Nael shows how a public infrastructure project can generate several independent liability relationships; Al Mheiri illustrates vicarious responsibility; and Murkan shows why governmental or municipal involvement does not automatically make the public authority the contractual debtor. (DIFC Courts)

One-line exam rule

UAE Public-Private Hybrid Responsibility = Public Function + Private Performance + Statutory Duties + Contractual Risk Allocation + Causation + Legal Attribution.

The central question is always:

“Which actor legally assumed the duty that was breached, and did that breach cause the loss?”