Civil Law and UAE – Ultra-Basic Drafting Skills Keywords Set

1. Introduction

Legal drafting means expressing legal rights, obligations, facts, arguments and remedies in a clear, precise and legally effective form.

In UAE civil-law practice, drafting may involve:

• Contracts
• Statements of claim
• Defences
• Applications
• Legal notices
• Settlement agreements
• Arbitration submissions
• Witness statements
• Expert instructions
• Skeleton arguments
• Appeals
• Legal opinions

A good draft should answer five basic questions:

Who? What? Why? Evidence? What remedy?

For DIFC litigation, the procedural rules expressly require concise statements of case, and particulars of claim must contain a concise statement of the facts relied upon. DIFC rules also require skeleton arguments to identify the relevant issues, law and evidence.

2. Ultra-Basic Drafting Keywords

3. BASIC DRAFTING FORMULA

For almost every legal document, use:

F-I-R-E-R

F – Facts
What happened?

I – Issue
What legal question arises?

R – Rule
What law applies?

E – Evidence
What proves the position?

R – Relief
What does the client want?

This prevents a draft from becoming a simple collection of facts.

4. CLARITY

The first drafting principle is clarity.

Instead of:

“The party hereby undertakes, subject to all applicable circumstances, to endeavour to undertake the relevant obligations…”

Prefer:

“The Contractor shall complete the Works by 30 June 2027.”

Keyword

One obligation → One clear sentence

5. PRECISION

Legal drafting should identify:

• Who must act?
• What must be done?
• When?
• Where?
• How?
• What happens if the obligation is breached?

Weak

“Payment shall be made promptly.”

Stronger

“The Buyer shall pay the Invoice within 15 days of receipt.”

6. DEFINED TERMS

A defined term gives a document consistent terminology.

Example:

“Completion Date” means 30 June 2027.

Then use:

“The Contractor shall achieve Completion by the Completion Date.”

Benefit

Definition → Consistency → Less ambiguity

7. RECITALS

Recitals explain the background or commercial context.

Example:

A. The Seller owns the Property.
B. The Buyer wishes to purchase the Property.
C. The parties therefore agree as follows.

Keyword

Recital = Background

The operative clauses contain the actual contractual obligations.

8. OPERATIVE CLAUSES

Operative clauses create rights and obligations.

Examples:

• Payment
• Delivery
• Confidentiality
• Termination
• Indemnity
• Dispute resolution
• Governing law

Keyword

Recital explains → Operative clause legally operates

9. “SHALL”, “MAY” AND “MUST”

These words should be used carefully.

Shall

Normally expresses a contractual obligation.

“The Buyer shall pay the price.”

May

Usually expresses discretion or permission.

“The Buyer may terminate this Agreement.”

Must

Often expresses a mandatory requirement.

Drafting lesson

Do not use different words randomly for the same legal effect.

10. REPRESENTATION

A representation is generally a statement concerning an existing or past fact made in connection with a transaction.

Example:

“The Seller represents that it is the registered owner of the Property.”

Keyword

Representation = Statement of fact

11. WARRANTY

A warranty is a contractual assurance concerning a specified matter.

Example:

“The Seller warrants that the equipment complies with the agreed technical specifications.”

Keyword

Warranty = Contractual assurance

12. COVENANT / UNDERTAKING

A covenant or undertaking is a promise to do or refrain from doing something.

Example:

“The Borrower undertakes not to transfer the secured asset without the Bank's prior written consent.”

Keyword

Undertaking = Promise

13. CONDITIONS

A condition may make a contractual right or obligation dependent upon the occurrence of a specified event.

Example:

“Completion is conditional upon receipt of the required regulatory approval.”

Keyword

Condition = Event/requirement affecting contractual operation

14. EXCEPTIONS AND PROVISOS

A proviso qualifies the general rule.

Example:

“The Contractor shall deliver the equipment within 30 days, provided that the required access is made available by the Employer.”

Drafting principle

Make exceptions visible rather than hiding them in long sentences.

15. PLAIN LANGUAGE

Good legal drafting does not mean unnecessarily complicated English.

Avoid:

• Excessive archaic language
• Long sentences
• Repetition
• Unnecessary synonyms
• Ambiguous pronouns

Basic principle

Simple language can still have precise legal effect.

16. CONTRACT DRAFTING STRUCTURE

A basic UAE commercial contract can be organised as:

1. Title
2. Date
3. Parties
4. Recitals
5. Definitions
6. Interpretation
7. Subject matter
8. Obligations
9. Price/payment
10. Delivery/performance
11. Representations and warranties
12. Confidentiality
13. Liability/indemnity
14. Force majeure
15. Termination
16. Consequences of termination
17. Dispute resolution
18. Governing law
19. Notices
20. Assignment
21. Entire agreement
22. Amendments
23. Severability
24. Counterparts/signatures

17. PLEADING DRAFTING

A pleading tells the court:

What happened + what legal right was infringed + what remedy is sought.

A basic statement of claim should normally identify:

• Parties
• Jurisdiction
• Contract/relationship
• Material facts
• Breach/wrong
• Damage
• Causation
• Evidence
• Relief

The DIFC Rules require particulars of claim to contain a concise statement of the facts relied upon and require statements of case to be brief and concise, with consecutively numbered paragraphs.

18. CAUSE OF ACTION

A cause of action is the factual/legal foundation that gives the claimant a right to seek relief.

Example

Contract:

Contract → Payment obligation → Failure to pay → Claim

Tort:

Harmful act → Damage → Causation → Claim

Keyword

Cause of action = Foundation of claim

19. PARTICULARS

Particulars provide the factual details necessary to understand the claim.

Instead of:

“The Defendant breached the contract.”

Write:

“The Defendant failed to pay Invoice No. 25 dated 10 March 2027 for AED 200,000, despite the contractual payment deadline of 25 March 2027.”

Formula

General allegation → Specific facts

20. ADMISSIONS AND DENIALS

Admission

Accepting an allegation.

“The Defendant admits paragraph 8.”

Denial

Rejecting an allegation.

“The Defendant denies paragraph 9.”

Important

A denial should normally explain the basis of the denial where necessary.

21. ALTERNATIVE CASE

A party may sometimes advance an alternative legal position.

Example:

Primary position: No contract was formed.

Alternative position: If the court finds that a contract was formed, it was validly terminated.

Keyword

Primary case + Alternative case

22. RELIEF / PRAYER

The final section should clearly state what the party wants the court to order.

Examples:

• Payment
• Damages
• Specific performance
• Declaration
• Injunction
• Interest
• Costs
• Other appropriate relief

Keyword

Claim → Relief

23. SKELETON ARGUMENT

A skeleton argument is a concise written outline of the party's legal submissions.

DIFC guidance states that a skeleton should identify the nature of the case, relevant legal propositions and factual submissions with references to evidence, rather than becoming a lengthy argument.

Basic structure

1. Introduction
2. Issues
3. Relevant law
4. Evidence/facts
5. Application
6. Relief

24. CASE CITATION

A good legal draft should cite authorities accurately.

For each case, identify:

• Case name
• Court
• Citation
• Date where appropriate
• Legal proposition
• Relevant paragraph/page

DIFC rules specifically require skeleton arguments to identify the proposition established by each authority and the relevant part supporting that proposition.

Keyword

Case → Proposition → Supporting passage

25. CHRONOLOGY

A chronology places important events in date order.

Example:

DIFC practice expressly encourages useful chronologies and indices in appropriate cases.

26. DOCUMENT REFERENCES

Good drafting should make evidence easy to locate.

Example:

Contract dated 10 January 2027, Clause 8.2, Bundle p. 45.

Formula

Proposition → Document → Page/paragraph

This is especially important in lengthy litigation.

27. AMENDMENT

An amendment changes an existing document.

Common examples:

• Amended statement of claim
• Amended defence
• Contract amendment
• Supplemental agreement

Drafting principle

Clearly identify:

Original provision → Amendment → New wording

28. SEVERABILITY

A severability clause attempts to preserve the remainder of a contract if one provision becomes invalid or unenforceable, subject to applicable law.

Keyword

Invalid clause ≠ necessarily invalid entire agreement

29. ENTIRE AGREEMENT CLAUSE

This clause defines what documents constitute the parties' contractual agreement.

It can help address disputes over:

• Prior negotiations
• Representations
• Side agreements
• Earlier correspondence

Its effect depends upon applicable law and the precise wording.

30. GOVERNING LAW CLAUSE

Example:

“This Agreement shall be governed by the laws applicable in the Emirate of Dubai and the federal laws of the United Arab Emirates applicable therein.”

The exact drafting must correspond to the intended legal regime.

Keyword

Governing law = Substantive law

31. JURISDICTION CLAUSE

A jurisdiction clause identifies the court or courts intended to resolve disputes.

Drafting checklist

Ask:

• Exclusive or non-exclusive?
• Which court?
• Which disputes?
• Does mandatory jurisdiction override the clause?
• Is arbitration also provided?

32. ARBITRATION CLAUSE

A basic arbitration clause should carefully address:

• Agreement to arbitrate
• Scope of disputes
• Seat
• Institution/rules where appropriate
• Number/appointment of arbitrators where appropriate
• Language where necessary

Keyword

Scope + Seat + Tribunal + Rules

33. NOTICE CLAUSE

A notice provision should specify:

• Permitted method
• Address/email
• When notice is deemed received
• Change-of-address procedure

Weak

“Notice shall be sent to the other party.”

Better drafting concept

Specify how, where and when notice becomes effective.

34. DRAFTING AND INTERPRETATION

Drafting and interpretation are closely connected.

If wording is unclear, litigation may arise over its meaning.

The UAE-law interpretation principles discussed in Credit Suisse v Goel emphasise that where contractual wording is clear, it should not simply be departed from; where interpretation is required, the court examines the parties' objective/common intention in light of the transaction and circumstances.

Drafting lesson

Draft clearly today to reduce interpretation disputes tomorrow.

35. CASE LAW 1 – Taaleem P.J.S.C. v National Bonds Corporation P.J.S.C. & Deyaar Development P.J.S.C. [2010] DIFC CFI 014

Keyword:

Concise drafting

The DIFC Court emphasised that skeleton arguments, pleadings and witness statements should remain manageable and concentrate on the actual issues. It stressed that lengthy skeletons can burden the court and that concise advocacy is generally more useful.

Drafting lesson

Short + focused + issue-based

36. CASE LAW 2 – Credit Suisse (Switzerland) Ltd v Ashok Kumar Goel & Others [2020] DIFC CFI 066

Keyword:

Contract interpretation

The court discussed the former UAE Civil Code Article 265 and explained the approach to contractual interpretation: clear wording should not simply be displaced, while ambiguous wording requires examination of the parties' mutual/objective intention and relevant circumstances.

Drafting lesson

Clear wording reduces interpretive uncertainty.

37. CASE LAW 3 – Ashok Kumar Goel & Others v Credit Suisse (Switzerland) Ltd [2021] DIFC CA 002

Keyword:

Objective interpretation

The DIFC Court of Appeal considered contractual guarantees and reaffirmed the approach of determining the parties' joint intention objectively from the contractual language and relevant circumstances.

Drafting lesson

Avoid relying on an undisclosed private understanding that is not reflected in the written agreement.

38. CASE LAW 4 – DAS Real Estate v First Abu Dhabi Bank [2016] DIFC CFI 002

Keyword:

Contract + good faith + interpretation

The dispute concerned a substantial loan facility and the contractual consequences of termination. The court examined the contractual terms and the former UAE Civil Code's good-faith principle.

Drafting lesson

A termination clause should specify:

• Trigger
• Notice
• Cure period
• Effective date
• Consequences

39. CASE LAW 5 – Access Group DWC LLC & Proex Partners Ltd v BLS International FZE [2023] DIFC CFI 091

Keyword:

Contract drafting + termination

The dispute involved contractual termination provisions and questions concerning applicable law. The court examined the contractual framework and relevant UAE Civil Code principles.

Drafting lesson

A termination clause should not merely say:

“Either party may terminate for breach.”

It should, where appropriate, identify what breach, notice, cure period and consequences apply.

40. CASE LAW 6 – Shiraz Mahmood v Standard Chartered Bank [2021] DIFC CFI 044

Keyword:

Pleadings + fair notice

This authority is useful for understanding the purpose of pleadings: they should identify the case a party has to meet and provide adequate notice of the issues in dispute.

Drafting lesson

A pleading should not surprise the opposing party with a completely new case hidden inside evidence or submissions.

41. CASE LAW 7 – Oheo Bank v Parker [2025] DIFC CA 006

Keyword:

Pleadings + scope of dispute

The case is useful for the principle that pleadings define and structure the dispute the court is being asked to determine.

Drafting lesson

Plead the case you intend to prove.

Do not leave essential allegations until closing submissions.

42. CASE-LAW MEMORY TABLE

43. Ultra-Basic Contract Drafting Checklist

Before finalising a contract, ask:

Parties

• Are all parties correctly identified?
• Are legal names correct?
• Are representatives authorised?

Definitions

• Are important terms defined?
• Are definitions used consistently?

Obligations

• Who must do what?
• By when?
• To what standard?

Payment

• Amount?
• Currency?
• Due date?
• Method?

Risk

• Liability?
• Indemnity?
• Insurance?
• Limitation?

Termination

• Grounds?
• Notice?
• Cure period?
• Consequences?

Dispute

• Governing law?
• Court or arbitration?
• Seat?
• Jurisdiction?

Boilerplate

• Notices?
• Assignment?
• Confidentiality?
• Severability?
• Entire agreement?
• Amendments?
• Counterparts?

Execution

• Correct signatures?
• Authority?
• Required form?

44. Ultra-Basic Pleading Checklist

P-A-I-R-E-R

P – Parties
Who is involved?

A – Allegations
What facts are alleged?

I – Issue
What legal issue arises?

R – Rule
What law applies?

E – Evidence
What proves the allegations?

R – Relief
What order is requested?

45. Common Drafting Mistakes

1. Ambiguity

Bad:

“Payment will be made soon.”

Better:

“Payment shall be made within 15 days.”

2. Excessive length

Longer does not automatically mean stronger.

3. Missing definitions

Undefined technical terms can create disputes.

4. Inconsistent terminology

Do not call the same party:

Seller → Supplier → Contractor → Service Provider

unless these terms have different legal meanings.

5. Unsupported allegations

Every important factual allegation should have an evidential basis.

6. Wrong remedy

A claim should clearly identify the relief legally sought.

7. Wrong case citation

Always verify:

Case name + court + citation + proposition.

8. Mixing facts and argument

Keep the factual narrative understandable before presenting legal submissions.

46. Ultra-Basic Drafting Formula

For Contracts

PARTIES → DEFINITIONS → OBLIGATIONS → PAYMENT → RISK → TERMINATION → DISPUTE → GOVERNING LAW → SIGNATURE

For Litigation

FACTS → CAUSE OF ACTION → LAW → EVIDENCE → APPLICATION → RELIEF

For Skeleton Arguments

ISSUES → LAW → EVIDENCE → ARGUMENT → CONCLUSION

DIFC rules specifically emphasise that skeleton arguments should identify the points in issue, relevant legal propositions and supporting evidence rather than reproduce the entire case.

47. Ultra-Final Revision Keywords

Memorise these 35 drafting keywords:

Draft → Party → Recital → Definition → Interpretation → Clause → Obligation → Representation → Warranty → Covenant → Condition → Proviso → Notice → Consent → Execution → Amendment → Claim → Defence → Pleading → Particulars → Cause of Action → Admission → Denial → Alternative Case → Evidence → Authority → Submission → Skeleton → Chronology → Schedule → Relief → Governing Law → Jurisdiction → Arbitration → Enforcement

One-line master formula

Good legal drafting = Clear facts + precise legal rules + specific obligations + supporting evidence + defined remedies.

Final memory formula

CLEAR → PRECISE → CONSISTENT → EVIDENCE-BASED → ISSUE-FOCUSED → REMEDY-FOCUSED

That is the ultra-basic drafting skill set to remember for UAE civil-law examinations and case studies.