Civil Law and UAE: Specific Performance Availability

1. Introduction

Specific performance is a remedy by which a court requires the defaulting party to perform the contractual obligation itself, instead of merely paying money as compensation.

For example:

A agrees to sell a particular property to B.

B performs his contractual obligations.

A refuses to complete the transfer.

If the legal requirements are satisfied, B may seek an order requiring A to complete the transaction.

Specific performance is therefore different from damages.

Damages:

“Pay the injured party money.”

Specific performance:

“Do what the contract legally requires you to do.”

Under the current UAE Civil Transactions Law, Federal Decree-Law No. 25 of 2025, which came into force on 1 June 2026, the law continues to recognize performance in kind as an important remedy. The new Code reorganized and renumbered provisions previously found in the 1985 Civil Code. (LEXAI)

2. Meaning of Specific Performance

Specific performance can be defined as:

A judicial remedy compelling a party to perform an existing contractual or civil obligation rather than substituting monetary compensation for that performance.

Simple formula

Valid Obligation + Breach + Performance Still Possible + Appropriate Court Order = Specific Performance

The remedy is particularly important where money cannot adequately replace the promised performance.

3. Specific Performance Under the Current UAE Civil Transactions Law

The current Civil Transactions Law contains provisions dealing with compulsory performance.

The new Code's Article 332 provides, in substance, that where the subject matter of the right is an act:

if the obligation requires personal performance, the creditor may refuse performance by another person;

where the debtor fails to perform, the creditor may seek court authorization for performance at the debtor's expense, subject to the statutory conditions;

where the nature of the obligation permits, the court's judgment may take the place of performance. (LEXAI)

Article 333 further provides for compensation where specific performance has occurred or where the debtor continues to refuse performance. (LEXAI)

This shows an important principle:

The UAE civil-law system generally gives substantial importance to actual performance of obligations, while compensation remains available where performance cannot be achieved or is otherwise legally displaced.

4. Performance in Kind vs Damages

The basic distinction is:

5. When Is Specific Performance Available?

A useful examination test is:

1. Valid obligation

There must be a legally enforceable obligation.

2. Breach or non-performance

The debtor must have failed to perform.

3. Performance must remain possible

If performance has become objectively impossible, monetary compensation may replace it subject to the applicable rules.

4. The obligation must be sufficiently identifiable

The court needs to know precisely what the defendant must do.

5. The remedy must be legally appropriate

The court considers the nature of the obligation and applicable statutory rules.

6. No overriding legal obstacle

For example, personal-service obligations and certain inherently discretionary acts may not be suitable for coercive performance.

6. Specific Performance and Impossibility

One of the most important limitations is impossibility of performance.

The former UAE Civil Code expressly provided in Article 386 that where specific performance becomes impossible, compensation for non-performance is generally substituted, subject to the statutory exception concerning an external cause beyond the debtor's control. (UAE Legislation)

The current Civil Transactions Law reorganizes these rules, but the fundamental distinction remains important:

If the promised performance can no longer legally or practically be performed, the court may move from performance in kind toward compensation.

7. Specific Performance of an Act

Suppose:

A contracts with B to install a particular system in B's building.

A refuses to perform.

If the obligation can appropriately be performed by another person, the legal system may permit performance at A's expense under the applicable conditions.

This is different from an obligation that is inherently personal.

8. Personal Obligations

Some obligations depend upon the personal qualities, skill or identity of the contracting party.

Examples might include:

personal artistic services;

personal professional services;

highly individualized performance.

A court is generally less suited to forcing a person to personally perform such services.

This principle is expressly reflected in the DIFC's specific-performance regime, which states that contracts for personal services may not be specifically enforced. (DIFC Courts)

The exact statutory regime differs between mainland UAE courts and DIFC Courts, so the DIFC provision should not automatically be treated as a mainland UAE rule.

9. Property and Specific Performance

Specific performance is especially important in property transactions.

Why?

Because a particular property may be unique.

For example:

A agrees to sell Apartment X to B but later refuses to complete the sale.

Money may not necessarily provide the same practical result as obtaining the particular property.

The DIFC Court of Appeal in VTJ Ltd v Mohammed Ammar Al Hassan [2018] DIFC CA 009 described a contract for the sale of real property as a situation in which there was a presumption in favour of specific performance where the defendant had refused to complete the sale. The Court ordered transfer of the unit to the claimant. (DIFC Courts)

10. Case Law

Case 1: VTJ Limited v Mohammed Ammar Al Hassan [2018] DIFC CA 009

This is one of the most important UAE-based authorities on specific performance.

Facts

The dispute concerned an alleged contract for sale of a residential unit in the DIFC.

The claimant sought specific performance of the agreement.

Decision

The DIFC Court of Appeal held that, in the circumstances of a contract for the sale of real property, there was a presumption favouring specific performance where the defendant had refused to complete the sale.

The Court ordered the defendant to transfer the unit to the claimant and made consequential orders concerning registration. (DIFC Courts)

Principle

Specific performance is particularly significant in contracts concerning unique immovable property.

Examination point

Unique property + valid contract + refusal to complete → strong basis for specific performance.

11. Case 2: Salem Dwela v DAMAC Park Towers Company Limited [2018] DIFC CFI 083

The dispute involved a sale-and-purchase agreement for a unit in Park Towers.

The defendant counterclaimed for specific performance requiring completion of the handover.

The Court ordered the claimant to take the contractual steps necessary to take possession of the unit and cooperate in signing the required documentation. (DIFC Courts)

Importance

This case demonstrates that specific performance can involve positive procedural acts, such as:

signing documents;

completing contractual steps;

taking possession;

cooperating with completion.

Principle

Specific performance can require a party to take concrete steps necessary to complete a contractual transaction.

12. Case 3: LXT Real Estate Broker LLC v SIR Real Estate LLC [2023] DIFC CFI 050

The Court considered the nature of specific performance under Article 39 of the DIFC Law of Damages and Remedies.

The provision allows specific performance where:

the obligation or subject matter is sufficiently specific; and

the court considers damages unquantifiable or insufficient.

It also excludes contracts for personal services from specific enforcement. (DIFC Courts)

Importance

This case provides a useful framework for analysing availability:

Specific obligation + insufficient damages remedy → possible specific performance

Exam point

The claimant should identify exactly what the defendant is being asked to perform.

13. Case 4: Emirates NBD Bank PJSC & Others v Advanced Facilities Management LLC & Others [2022] DIFC CFI 065

This case provides a clear example of a court actually ordering specific performance.

The defendants were ordered to execute a short-form mortgage, register it with the Dubai Land Department and complete the necessary perfection requirements. (DIFC Courts)

Importance

It demonstrates that specific performance can be used where contractual performance requires:

execution of documents;

registration;

creation/perfection of security;

completion of defined contractual steps.

Principle

Where the contractual obligation is sufficiently precise, the court can formulate an order requiring the defendant to perform the agreed steps.

14. Case 5: Dimension B+ Ltd v Saleh Abdelkarim Hussain Abdelrahman Almaazmi [2024] DIFC CFI 094

The Court expressly recognized its power to grant:

mandatory injunctions under Article 38; and

specific performance under Article 39 of the DIFC Law of Damages and Remedies.

The Court found the relevant agreement valid and binding. (DIFC Courts)

Importance

This case demonstrates that specific performance is fundamentally connected with the existence of a valid and enforceable contractual obligation.

A party cannot normally obtain specific performance of an invalid or unenforceable agreement.

Principle

Validity of the underlying contract is a foundation for specific-performance relief.

15. Case 6: IGPL General Trading LLC v Hortin Holdings Ltd & Others [2021] DIFC CA 013 and CA 015

The claimant sought specific performance of agreements concerning properties in London.

The agreements were governed by the law of England and Wales.

The central issue included whether the agreements had been entered into with the necessary legal authority.

The claim was dismissed, and the Court of Appeal dismissed the consolidated appeal. (DIFC Courts)

Importance

This case illustrates a crucial limitation:

Specific performance cannot be granted merely because a claimant requests it; the underlying agreement must itself be legally enforceable.

If there is a problem with:

authority;

formation;

validity;

contractual entitlement;

the specific-performance claim may fail.

16. Case 7: Vegie Bar LLC v Emirates National Bank of Dubai Properties PJSC [2020] DIFC CA 001

The claimant sought specific performance concerning possession of property in the DIFC.

The dispute raised questions about the claimant's alleged lease and rights over the property. The Court considered whether the claimant possessed a legally enforceable right capable of supporting specific performance. (DIFC Courts)

Importance

The case shows that:

Specific performance depends on an established legal right.

A party cannot obtain possession simply by asserting that a contractual or proprietary right exists.

17. Case 8: Jeffrey Stone v Abhi Fintech Limited & Abhi Limited [2023] DIFC CFI 089

The claimant sought specific performance and/or injunctions concerning contractual entitlements.

The Court discussed the discretionary nature of specific performance under Articles 38 and 39 of the DIFC Law of Damages and Remedies.

The Court also noted that expert evidence might be relevant to determining whether damages were an inadequate remedy and to formulating a sufficiently precise order. (DIFC Courts)

Importance

This case demonstrates that specific performance can involve judicial discretion and technical valuation issues.

Principle

Specific performance is not necessarily automatic merely because breach is established.

The court must determine whether the statutory conditions and circumstances justify the remedy.

18. Case 9: Reem Capital Contracting LLC v Ellington Properties Development LLC [2021] DIFC CFI 110

The claimant sought specific performance concerning a contractual Letter of Award.

The case concerned whether the claim could appropriately proceed under the DIFC Part 8 procedure, and the Court directed that the matter proceed under Part 7. (DIFC Courts)

Importance

The case illustrates that procedural route matters in a specific-performance claim.

A claimant must not only establish substantive entitlement but also use the correct procedural mechanism.

19. Specific Performance and Damages Together

Specific performance does not necessarily exclude damages.

The court may grant:

Specific performance + damages

where appropriate.

For example:

A must complete the property transfer and compensate B for proven loss caused by the delay.

The DIFC specific-performance framework expressly permits specific performance to be ordered together with other relief. (DIFC Courts)

The former UAE Civil Code also expressly contemplated compensation after specific performance or where the debtor persisted in refusing to perform. (UAE Legislation)

20. Specific Performance and Injunctions

These remedies are related but not identical.

Specific Performance

Usually requires the defendant to perform a contractual obligation.

Example:

“Transfer the property.”

Mandatory Injunction

Requires a person to do a specified act.

Example:

“Remove the unauthorized structure.”

Prohibitory Injunction

Prevents a person from doing something.

Example:

“Do not transfer the property to a third party.”

The DIFC framework expressly distinguishes injunctions from specific performance. (DIFC Courts)

21. Specific Performance of Negative Obligations

Suppose a contract states:

“The tenant shall not use the premises for a competing business.”

The tenant violates the obligation.

A court may potentially grant an order requiring the prohibited activity to stop.

Under the former UAE Civil Code, Article 384 specifically addressed obligations to refrain from an act and allowed the creditor to seek removal of the effects of the breach or judicial authorization to remove them at the debtor's expense. (UAE Legislation)

The current Code reorganizes these provisions, so the current statutory text should be checked when advising on a live dispute.

22. Specific Performance and Notice

Notice or formal demand can be important in contractual remedies.

Under the former UAE Civil Code, Article 387 generally provided that compensation was not due until the debtor had been put on notice, subject to statutory or contractual exceptions. (UAE Legislation)

The current Civil Transactions Law contains reorganized provisions dealing with performance and consequences of non-performance.

Therefore, in a practical claim, the creditor should normally consider sending a clear formal demand identifying:

the contract;

the obligation;

the breach;

the required performance;

a reasonable deadline;

the consequences of continued non-performance.

23. When Specific Performance May Be Refused

Specific performance may be inappropriate where:

1. Performance is impossible

Example:

The specific property has been destroyed or legally transferred beyond the defendant's ability to perform.

2. The obligation is too vague

The court cannot determine what exactly the defendant must do.

3. The underlying contract is invalid

There is no enforceable obligation to perform.

4. Personal service is involved

Compelling personal service may be inappropriate.

5. Damages provide an adequate remedy

This is particularly explicit in the DIFC regime. (DIFC Courts)

6. The requested order is impractical

The court should be capable of framing and supervising compliance.

7. Legal or regulatory obstacles exist

The requested performance may conflict with mandatory law.

24. Specificity Requirement

The court needs a sufficiently precise order.

Compare:

❌ “Perform the contract properly.”

with:

✅ “Execute the agreed transfer documents and complete registration of the specified property.”

The second order is easier to enforce.

This is why LXT v SIR emphasizes the requirement that the obligation or subject matter be sufficiently specific under Article 39 of the DIFC Remedies Law. (DIFC Courts)

25. Specific Performance and Real Estate

Real estate is one of the clearest situations in which specific performance can be important.

Reasons include:

land is unique;

replacement property may not be equivalent;

market value may not capture the claimant's actual contractual interest;

registration and transfer can be specifically required.

VTJ v Al Hassan is particularly important because the DIFC Court of Appeal recognized the strong position of specific performance in a real-property sale and ordered transfer of the unit. (DIFC Courts)

26. Specific Performance and Construction Contracts

Construction disputes can involve:

completion of works;

correction of defective works;

delivery of specified documents;

execution of transfer documents;

registration of security;

handover.

However, where performance requires extensive ongoing supervision or depends heavily on personal skill, damages or another remedy may sometimes be more practical.

The UAE case law concerning contractual liability also recognizes that breach, damage and causation remain important elements of contractual liability. BAM Higgs & Hill v Affan Innovative Structures discussed the former Civil Code's specific-performance and damages provisions in this context. (DIFC Courts)

27. Specific Performance and Commercial Contracts

Specific performance is not limited to real estate.

It can potentially apply to:

shares;

securities;

contractual documents;

security arrangements;

registration obligations;

delivery of particular goods;

transfer of specified assets.

Emirates NBD v Advanced Facilities Management demonstrates specific performance involving execution and registration of mortgage security. (DIFC Courts)

28. Specific Performance and Unique Goods

Suppose A agrees to sell B:

a particular machine with unique specifications.

If A refuses delivery and an equivalent machine cannot reasonably substitute for it, specific performance may be more appropriate than ordinary damages, subject to the governing law and facts.

The key question is:

Can money adequately put the claimant in the position contemplated by the contract?

29. Specific Performance and Personal Services

A court generally cannot practically compel someone to personally provide continuing services.

For example:

A famous artist agrees to perform exclusively for B but later refuses.

A court may have difficulty forcing the artist to perform personally.

The DIFC statutory regime expressly excludes contracts for personal services from specific enforcement. (DIFC Courts)

Instead, damages or negative/injunctive relief may be considered depending upon the contract and governing law.

30. Specific Performance and Third Parties

Specific performance ordinarily requires an enforceable right against the person from whom performance is sought.

Therefore, the court must identify:

the contracting parties;

the contractual obligation;

the person bound;

the person entitled;

the precise performance required.

The case law concerning authority and contractual formation, such as IGPL v Hortin, demonstrates why establishing the legal relationship is essential. (DIFC Courts)

31. Specific Performance and Electronic Contracts

The remedy is not limited to paper contracts.

The UAE recognizes electronic transactions and electronic contracting.

Therefore, a contract formed electronically can potentially generate obligations whose performance may be sought through appropriate civil remedies, provided the contract is valid and enforceable.

This is particularly relevant to:

digital contracts;

smart contracts;

electronic signatures;

online sales;

automated transactions.

The fact that an agreement is electronic does not by itself prevent contractual enforcement.

32. Specific Performance vs Rescission

These remedies move in different directions.

Specific Performance

“Continue with the contract and perform it.”

Rescission/Termination

“End the contractual relationship and restore the parties where the law requires.”

For example:

A buyer may either seek completion of a valid property sale or, where legally available, seek termination/rescission and associated restitution and damages.

The appropriate remedy depends on the contractual circumstances and statutory conditions.

33. Specific Performance Under the Current 2025 Civil Code

A major caution is necessary for UAE legal research in 2026.

Much historical UAE case law cites the 1985 Civil Transactions Law, including former Articles 380–390.

The 2025 Civil Transactions Law, effective 1 June 2026, repealed the 1985 law and renumbered the civil-law provisions. (IJLMH)

For example:

former Article 381 dealt with performance by another person;

former Article 382 dealt with judgment taking the place of performance;

former Article 385 dealt with compensation following specific performance;

former Article 386 dealt with impossibility.

Under the new Code, these provisions have been reorganized; Article 332 now contains the key compulsory-performance rule identified above. (LEXAI)

Exam caution

When using an older case:

State the historical statutory provision cited in the judgment, then explain the corresponding principle under the current 2025 Civil Transactions Law.

This avoids incorrectly presenting a repealed article number as the current law.

34. Mainland UAE vs DIFC

This distinction is essential.

Mainland UAE

The principal framework is now:

Federal Decree-Law No. 25 of 2025 — Civil Transactions Law

DIFC

The DIFC has its own legal framework, including:

DIFC Law No. 7 of 2005 — Law of Damages and Remedies

Its Article 39 specifically regulates specific performance. (DIFC Courts)

Therefore:

A DIFC case is useful UAE jurisprudence but is not automatically binding precedent on mainland UAE courts.

This is particularly important when discussing cases such as VTJ, LXT, Dimension B+, IGPL and Emirates NBD.

35. Comparison: Mainland UAE and DIFC

36. Practical Example

Facts

A agrees to sell a specific apartment to B for AED 2 million.

B pays the required amount.

A refuses to complete the transfer.

Analysis

Step 1 — Contract

There is a valid sale agreement.

Step 2 — Performance

B has performed his obligations.

Step 3 — Breach

A refuses to complete the sale.

Step 4 — Availability

The apartment still exists and can legally be transferred.

Step 5 — Remedy

B may seek specific performance, subject to the applicable property and procedural rules.

Supporting authority

VTJ v Al Hassan demonstrates the importance of specific performance in a real-property sale in the DIFC context. (DIFC Courts)

37. Practical Example: Mortgage

A borrower agrees under a financing arrangement to execute and register security.

The borrower refuses.

The obligation is clearly specified.

The lender seeks an order requiring execution and registration.

Emirates NBD v Advanced Facilities Management demonstrates that a court can make an order requiring specified contractual security documents to be executed and registered. (DIFC Courts)

38. Practical Example: Impossible Performance

A agrees to transfer a particular asset to B.

Before completion, the asset is destroyed through circumstances making transfer impossible.

B cannot ordinarily obtain an order requiring transfer of an asset that no longer exists.

The legal analysis moves toward:

Impossibility → compensation/other remedy

subject to the current statutory provisions and the reason for the impossibility.

The former Civil Code expressly made this distinction in Article 386. (UAE Legislation)

39. Practical Example: Vague Obligation

Contract:

“The defendant shall provide all reasonable cooperation.”

The claimant asks for specific performance.

The court may need to determine precisely:

What action must be taken?

Which documents must be signed?

What constitutes compliance?

How can the order be enforced?

Specificity therefore becomes critical.

The DIFC Article 39 framework expressly requires specificity of the obligation or subject matter. (DIFC Courts)

40. Important Case-Law Table

41. Key Limitations

Specific performance is not automatically available simply because a contract has been breached.

The court may consider:

A. Validity

Is there a valid contract?

B. Certainty

Is the obligation sufficiently clear?

C. Possibility

Can the obligation actually be performed?

D. Nature

Is the obligation suitable for compulsory enforcement?

E. Adequacy of Damages

Would money provide an adequate remedy?

F. Practicality

Can the court formulate an enforceable order?

G. Legal Restrictions

Are there statutory, regulatory or property-law restrictions?

42. Quick Revision Formula

Remember:

VALID CONTRACT + BREACH + POSSIBLE PERFORMANCE + SPECIFIC OBLIGATION + APPROPRIATE REMEDY = SPECIFIC PERFORMANCE

And:

IMPOSSIBILITY → COMPENSATION/OTHER REMEDY

43. Six Most Important Cases for Examination

If you only need six cases, remember:

1. VTJ Ltd v Al Hassan [2018] DIFC CA 009

Property sale → specific performance strongly available.

2. Salem Dwela v DAMAC [2018] DIFC CFI 083

Property handover → contractual steps can be compelled.

3. LXT v SIR [2023] DIFC CFI 050

Specificity + inadequacy of damages.

4. Emirates NBD v Advanced Facilities Management [2022] DIFC CFI 065

Execution and registration of contractual security.

5. Dimension B+ v Almaazmi [2024] DIFC CFI 094

Valid and binding contract is fundamental.

6. IGPL v Hortin [2021] DIFC CA 013/015

Specific performance fails where the underlying contractual entitlement/authority is not established.

44. Conclusion

Specific performance is an important remedy under UAE civil law because the civil-law system places significant emphasis on actual performance of legal obligations.

Under the current Federal Decree-Law No. 25 of 2025, Article 332 provides the principal current framework for compulsory performance: where the obligation is to perform an act, the law permits court-authorized mechanisms and, where the nature of the obligation allows, the court's judgment can take the place of performance. (LEXAI)

The central principle is:

A creditor should, where legally and practically possible, be able to obtain the performance that was actually promised rather than being confined automatically to monetary compensation.

However, availability depends upon the nature of the obligation, its specificity, enforceability, possibility of performance and the applicable statutory framework.

The case law illustrates this clearly:

VTJ shows the particular importance of specific performance for real property. (DIFC Courts)

LXT demonstrates the importance of specificity and the inadequacy of damages. (DIFC Courts)

Emirates NBD demonstrates specific performance of defined documentation and registration obligations. (DIFC Courts)

IGPL demonstrates that the underlying contractual right must itself be established. (DIFC Courts)

Final Memory Formula

Specific Performance = Actual Performance + Enforceable Obligation + Possibility + Specificity

If performance is possible and legally appropriate → performance in kind may be ordered.

If performance is impossible → compensation or another legally available remedy may become necessary.

Important 2026 point: when using older UAE judgments, always distinguish the former 1985 Civil Code article numbers from the current 2025 Civil Transactions Law, which took effect on 1 June 2026. (IJLMH)