Civil Law and UAE: Simple Duty Concept in Civil Law

1. Meaning of “Duty” in Civil Law

A duty is a legal responsibility requiring a person to do something, or to refrain from doing something, in circumstances where the law recognises an obligation.

In simple words:

Duty = a legal responsibility imposed on a person toward another person, property, contract, or society.

For example:

A seller has a duty to deliver what was agreed.

A borrower has a duty to repay a loan.

A contractor has a duty to perform the agreed work.

A person may have a duty to take reasonable care to avoid foreseeable harm.

A professional may have duties arising from the professional relationship.

A party to a contract has duties arising from the contract and applicable law.

The concept is important because liability normally requires more than merely showing that something went wrong. The claimant generally has to identify the relevant legal duty, its breach, causation and legally recognised loss, depending on the cause of action.

2. Duty under UAE Civil Law

The UAE's current general civil-law framework is the Federal Decree-Law No. 25 of 2025 Promulgating the Civil Transactions Law, which replaced the former 1985 Civil Transactions Law from 1 June 2026.

The new law treats contractual obligations as having content beyond merely isolated words in a contract. Article 120, for example, states that contractual interpretation should consider justice and good faith and that obligations are interpreted in light of surrounding factual circumstances. (UAE Legislation)

Therefore, the concept of duty can arise from several sources.

Main sources

Contract

Law

Tort/wrongful conduct

Professional relationships

Property relationships

Agency

Good faith

Custom and nature of the transaction

Specific statutory relationships

3. Duty and Obligation: Difference

The words duty and obligation are closely related but can be used differently.

Obligation

An obligation generally means a legally enforceable requirement owed by one person to another.

Example:

A owes B AED 100,000 under a loan agreement.

A has an obligation to repay B.

Duty

Duty can be broader.

Example:

A doctor, employer, bank, contractor or property occupier may have a duty to take reasonable care in particular circumstances.

Simple distinction

Obligation often describes what a person legally owes; duty describes the legal responsibility that requires particular conduct.

4. Contractual Duty

The most straightforward form of duty comes from a contract.

Example

A construction company agrees to construct a building by 1 December.

The contractor may have duties concerning:

performing the work;

following specifications;

meeting contractual deadlines;

complying with applicable standards;

correcting defective work;

providing required documents.

The employer also has corresponding duties, such as:

paying the agreed price;

providing access where required;

giving necessary instructions;

cooperating with contractual performance.

Thus, a contract usually creates mutual duties.

5. Good Faith and Duty

Good faith is an important principle in UAE civil law.

Under the former Civil Transactions Law, Article 246 expressly provided that a contract must be performed according to its contents and consistently with good faith, while also recognising obligations arising from law, custom and the nature of the transaction. (UAE Legislation)

The current Civil Transactions Law likewise incorporates justice and good faith into contractual interpretation. (UAE Legislation)

Example

A party cannot necessarily say:

“The contract does not expressly prohibit this particular conduct, therefore I can do whatever I want.”

The court may have to consider:

the contract;

law;

custom;

nature of the transaction;

good faith;

surrounding circumstances.

6. Duty of Care

A duty of care means a legal responsibility to take reasonable care to avoid causing foreseeable harm.

A simple formula is:

Duty of Care → Breach → Causation → Loss → Liability

This concept is particularly developed in DIFC civil litigation through its Law of Obligations.

For example, Article 17 of the DIFC Law of Obligations establishes negligence liability where the defendant owes a duty of care, breaches it and the breach causes loss. Article 18 sets out factors including foreseeability, proximity, and whether it is fair, just and reasonable to impose the duty. (DIFC Courts)

Important: DIFC duty-of-care principles should not automatically be treated as the same as mainland UAE Civil Transactions Law. DIFC is a separate legal jurisdiction.

7. Foreseeability

Foreseeability asks:

Could a reasonable person have anticipated that this conduct might cause harm?

Example

A building owner leaves a dangerous hole uncovered in a public passage.

If someone falls into it, the owner may face questions concerning:

foreseeability;

duty;

breach;

causation;

damage.

But foreseeability alone does not automatically establish liability.

8. Proximity

Proximity asks whether the relationship between the parties is sufficiently close for the law to impose a duty.

For example:

doctor → patient;

employer → employee;

bank → customer;

contractor → client;

property occupier → lawful visitor.

The nature of the relationship matters.

9. Duty and Breach Are Different

This is an important examination point.

Duty

The law asks:

Did the defendant owe a legal duty?

Breach

Then it asks:

Did the defendant fail to perform that duty properly?

Example

A hotel may owe guests a duty to maintain reasonably safe premises.

If the hotel fails to repair a dangerous staircase despite knowing about it, the next question is whether that failure constitutes a breach.

Therefore:

Existence of duty ≠ breach of duty.

10. Duty and Causation

Even if a duty was breached, the claimant generally needs to establish a sufficient causal connection between the breach and the loss.

Example

A contractor breaches a safety obligation, but the claimant's loss was actually caused by an unrelated earthquake.

The court must examine whether the contractor's breach legally caused the claimed loss.

DIFC's Law of Obligations expressly addresses causation, including the “but for” and substantial-cause concepts. (DIFC Courts)

11. Duty and Damage

A breach of duty does not automatically mean that every claimed amount must be awarded.

The claimant generally needs to establish legally recognised loss and its connection with the defendant's conduct.

Therefore:

Duty + breach alone may not be sufficient.

The complete analysis can be:

Duty → Breach → Causation → Loss → Remedy

12. Contractual Duty vs Tortious Duty

Sometimes both can exist at the same time.

13. Professional Duty

Professionals can have duties arising from:

contract;

professional standards;

applicable legislation;

accepted practice;

circumstances of the relationship.

Examples include:

lawyers;

doctors;

engineers;

accountants;

financial advisers;

architects.

Example

An engineer negligently approves structurally unsafe work.

The legal analysis may involve:

contractual duties;

professional standards;

statutory requirements;

negligence;

causation;

damages.

14. Employer's Duty

An employer may have legal duties arising from:

employment legislation;

employment contract;

workplace safety rules;

confidentiality requirements;

applicable civil-law principles.

However, the exact source and scope of the duty depend upon the applicable employment regime.

DIFC case law illustrates an important point: a statutory employment obligation does not automatically become a separate common-law duty of care.

In Faizal Babu Moorkath v Expresso Telecom Group Ltd, the DIFC Court held that the existence of a statutory employment obligation did not automatically create a coextensive common-law duty; the requirements for a duty of care had to be separately considered. (DIFC Courts)

15. Employee's Duty to Employer

Employees can also owe duties to employers.

These can involve:

following lawful instructions;

exercising reasonable care;

protecting confidential information;

properly handling company property;

complying with contractual responsibilities.

In Moorkath, the DIFC Court explained that employment contracts play an important role in determining the scope and content of an employee's duty of care to the employer. (DIFC Courts)

16. Duty of Banks

Banks can face duties arising from:

contracts;

banking regulations;

mandates;

circumstances of the relationship;

applicable civil/tort principles.

A particularly important area is protection against unauthorised transactions.

Example

If a bank negligently processes a fraudulent transaction, the legal analysis may involve:

What duty existed?

What was the source?

Was the bank's conduct unreasonable?

Did the conduct cause the loss?

Was there contributory negligence?

What damages resulted?

17. Duty and Contributory Negligence

The claimant's own conduct may sometimes affect liability.

For example:

A claimant ignores repeated safety warnings and then suffers injury.

The defendant may argue that the claimant's own negligence contributed to the loss.

DIFC Article 17 specifically provides for reduction of negligence liability to the extent the claimant's negligent conduct contributed to the loss. (DIFC Courts)

This demonstrates:

A defendant's breach is not always the end of the analysis.

18. Duty Created by Statute

A statute can impose a specific duty.

Examples may arise in:

employment;

consumer protection;

environmental protection;

company law;

financial regulation;

data protection;

health and safety.

But an important legal question is:

Does breach of the statutory requirement itself create a civil claim for damages, or does the statute provide another remedy?

The answer depends on the wording and structure of the relevant legislation.

The DIFC decision in Nancy v Narcissa is useful on this point: the Court considered whether a statutory employment obligation created a concurrent duty of care and referred to earlier authority holding that the statutory employment regime provided its own remedies. (DIFC Courts)

19. Duty and Economic Loss

Pure financial loss creates more difficult duty questions.

For example:

A professional provides incorrect information, and a business relies upon it and loses AED 5 million.

The court may need to ask:

Was there a duty?

Did the defendant assume responsibility?

Was reliance reasonable?

Was the loss foreseeable?

Was the relationship sufficiently close?

Under DIFC Law of Obligations Article 20, pure economic loss has additional requirements, including assumption of responsibility and reasonable reliance. Alawwal Capital JSC v Rasmala Investment Bank Limited applied these principles in considering alleged negligent representations and investment loss. (DIFC Courts)

20. Duty in Insurance

Insurance relationships can generate duties concerning:

disclosure;

good faith;

claims handling;

contractual performance;

reasonable conduct.

In Lals Holdings Ltd v Emirates Insurance Company, the DIFC Court of Appeal considered contractual and tortious duties in an insurance dispute involving alleged business-interruption losses and an insurance broker's alleged failure to arrange suitable insurance. (DIFC Courts)

21. Duty in Property Law

Property owners and occupiers can have responsibilities relating to:

maintenance;

safety;

lawful use;

protection of property;

contractual obligations to tenants;

neighbouring-property interests.

The precise duty depends on the relationship and applicable legislation.

22. Duty in Construction

Construction projects contain numerous duties.

Contractor

perform according to specifications;

use appropriate materials;

meet contractual obligations;

comply with safety requirements;

notify relevant matters where contractually required.

Employer

pay;

provide contractual access;

cooperate;

give necessary instructions.

Consultant/Engineer

perform agreed professional services;

exercise appropriate professional care;

properly inspect or certify where contractually required.

A construction dispute therefore frequently contains multiple overlapping duties.

23. Duty and Good Faith Are Not Identical

This is another important distinction.

Good faith

A broader principle affecting contractual performance and interpretation.

Duty

A particular legal responsibility owed in a particular relationship.

For example:

Good faith may influence how a contractual obligation is performed, while the contract itself may create the specific duty to make payment.

The current Civil Transactions Law expressly incorporates good faith and justice into contractual interpretation. (UAE Legislation)

24. At Least 6 Important Case Laws

1. Faizal Babu Moorkath v Expresso Telecom Group Ltd — [2023] DIFC CFI 008

Principle: A duty of care requires independent analysis. A statutory employment obligation does not automatically become an equivalent common-law duty of care.

Importance: Useful for distinguishing statutory duty from tortious duty of care. (DIFC Courts)

2. Nancy v Narcissa — [2023] DIFC CFI 098

Principle: The Court considered whether an employment-law obligation could create a concurrent duty of care and relied upon the principle that a statutory regime may provide its own remedies.

Importance: Shows that courts examine the purpose and structure of legislation before creating an additional civil duty. (DIFC Courts)

3. Aegis Resources DMCC v Union Bank of India (DIFC Branch) — [2020] DIFC CFI 004

Principle: The judgment considered contributory negligence and the reduction of liability where the claimant's own negligent acts or omissions contributed to the loss.

Importance: Demonstrates that duty and breach must be analysed together with the claimant's own conduct. (DIFC Courts)

4. Haya Spa LLC v Harper Real Estate / Hasan Real Estate — [2016] DIFC SCT 150

Principle: The Court explained negligence through the elements of:

duty;

breach;

causation;

damages.

Importance: A very useful case for remembering the basic structure of a duty-of-care claim. (DIFC Courts)

5. Alawwal Capital JSC v Rasmala Investment Bank Limited — [2023] DIFC CFI 038

Principle: For pure economic loss, the DIFC Law of Obligations imposes additional requirements concerning responsibility and reasonable reliance.

Importance: Shows that a duty is not automatically imposed merely because someone suffers financial loss after relying on another person's information. (DIFC Courts)

6. The Industrial Group Ltd v Abdelazim El Shikh El Fadil Hamid — [2022] DIFC CA 005 and CA 006

Principle: The DIFC Court of Appeal explained the relationship between the Law of Obligations and the Law of Damages and Remedies. Breach of an obligation can give rise to a damages claim where the statutory requirements are satisfied.

Importance: Useful for understanding the connection between:

Duty → Breach → Liability → Damages. (DIFC Courts)

7. Lals Holdings Ltd v Emirates Insurance Company (PSC) — [2024] DIFC CA 002

Principle: The case involved allegations concerning contractual and tortious duties in an insurance relationship.

Importance: Demonstrates that contractual and tortious duties can be pleaded in the same dispute, although they remain legally distinct. (DIFC Courts)

25. Simple Hypothetical Example

Facts

A hotel knows that a staircase is damaged.

The hotel does nothing.

A guest uses the staircase and suffers injury.

Legal analysis

Step 1 — Duty

Does the hotel owe the guest a duty relating to reasonable safety?

Step 2 — Breach

Did failing to repair or warn constitute a breach?

Step 3 — Causation

Did the failure cause the injury?

Step 4 — Damage

Did the guest suffer legally recognised loss?

Step 5 — Defences

Did the guest contribute to the accident?

Step 6 — Remedy

What compensation or other remedy is legally available?

This gives the basic model:

Duty → Breach → Causation → Damage → Remedy

26. Simple Duty Checklist

When solving a UAE civil-law problem, ask:

1. Who owes the duty?

Seller?

Buyer?

Employer?

Employee?

Contractor?

Bank?

Doctor?

Landlord?

Occupier?

2. To whom is it owed?

Identify the claimant and the legal relationship.

3. What is the source?

Contract?

Statute?

Tort?

Professional relationship?

Property relationship?

Good faith?

Custom?

4. What is the content?

What exactly was the person required to do or avoid doing?

5. Was there a breach?

Compare the person's conduct with the required standard.

6. Did the breach cause loss?

Establish causation.

7. Was there legally recognised damage?

Quantify and prove the loss where required.

8. Are there defences?

Consider:

contributory negligence;

contractual limitations;

statutory remedies;

causation problems;

limitation;

force majeure where relevant.

9. What remedy is available?

Depending on the applicable law:

damages;

specific performance;

restitution;

injunction-type relief;

termination;

other statutory remedies.

27. Exam Revision Table

Final Formula

Duty = Legal Responsibility
Liability = Duty + Breach + Causation + Legally Recognised Loss

The most important point is that not every moral responsibility is a legal duty. A court must identify the legal source of the duty, determine its scope, establish whether it was breached, and then examine causation, loss and the appropriate remedy. DIFC case law provides especially clear illustrations of this analytical sequence, while mainland UAE disputes must be analysed under the applicable UAE federal/local legislation and the current Civil Transactions Law. (DIFC Courts)