The Legal Impact of Force Majeure on Contractual Obligations in the UAE

August 2026 · Civil Law · 14 min read · Ahmad Abdulla Ahli Advocates & Legal Consultants

What Is Force Majeure Under UAE Law?

War, natural disasters, government restrictions, widespread transport disruption or other extraordinary events may interfere with contractual performance. UAE law recognises that in certain circumstances it would be unjust — or legally impossible — to require a party to perform an obligation that has become impossible because of an event outside that party's control. Force majeure does not, however, provide a general escape route from an unfavourable contract. The central question is usually not "did an extraordinary event occur?" but "did that event actually make the particular contractual obligation impossible to perform?"

Important 2026 Change: A New Civil Transactions Law

Many existing articles and contracts still refer to Federal Law No. 5 of 1985. That is no longer the current legislation — the UAE enacted Federal Decree-Law No. 25 of 2025 Promulgating the Civil Transactions Law, which took effect on 1 June 2026 and repealed the 1985 Code. Under the former Code, Article 273 dealt with force majeure and impossibility, and Article 287 addressed damage caused by an external cause. Under the current law: Article 236 principally addresses force majeure in bilateral contracts; Article 224 addresses exceptional circumstances and onerous obligations; Article 249 addresses exemption from liability for damage caused by an external cause; Article 336 addresses compensation where performance becomes impossible; and Article 428 provides for extinction of an obligation where the debtor proves performance became impossible because of an external cause beyond the debtor's control.

What Are the Essential Elements of Force Majeure?

Merely labelling something a "force majeure event" is insufficient. The party invoking the doctrine must establish:

• The event must be beyond the party's control. Article 428 provides that an obligation is extinguished where the debtor establishes that performance became impossible because of an external cause in which the debtor had no involvement.
• The event must be unforeseeable. In Federal Supreme Court Cassation No. 730 of 2015, Commercial, judgment dated 27 December 2016, the Court rejected an ordinary production-plant breakdown as force majeure because it could have been anticipated and guarded against.
• The event and its consequences must be unavoidable. A party with a practical alternative means of performing but who simply chose the more convenient course may struggle to establish force majeure.
• Performance must become impossible. Article 236 expressly deals with an event that makes performance impossible; increased cost, reduced profit or logistical difficulty alone does not qualify.
• There must be a causal link between the event and the failure to perform — a party cannot rely on a general crisis if its own pre-existing breach or financial difficulties were the real cause of non-performance.

War is not automatically force majeure for every contract merely because a conflict exists somewhere in the region — the party must demonstrate how the conflict directly made its own obligation impossible. Likewise, a pandemic, government restriction or supply-chain interruption does not automatically qualify.

Article 236: Total, Partial and Temporary Impossibility

Total impossibility: where force majeure makes performance of an obligation completely impossible in a bilateral contract, Article 236 provides that the corresponding obligations are extinguished and the contract is rescinded automatically.

Partial impossibility: where only part of the obligation becomes impossible, either party may rely on extinction of the obligation for the impossible part or seek judicial rescission of the contract, preventing an unnecessarily rigid all-or-nothing approach.

Temporary impossibility in continuous contracts: Article 236 also permits either party to rely on extinction of the corresponding obligation, seek modification of the contract, or request judicial rescission — particularly relevant to continuing supply contracts, service agreements and other long-term arrangements.

Force Majeure Is Different From Hardship

Force majeure generally concerns impossibility of performance. Article 224 concerns a different situation, applying where unforeseen exceptional circumstances of a public nature make performance onerous enough to threaten the debtor with severe loss, even though performance has not necessarily become impossible. Where Article 224 applies, the court may — after balancing the interests of both parties — reduce the onerous obligation to a reasonable level or order rescission of the contract. An agreement contrary to this statutory protection is void.

For example: if importation of specified material becomes legally and objectively impossible, that may raise a force-majeure issue. If the material can still legally be obtained but extraordinary circumstances increase the cost so dramatically that performance threatens severe loss, that may instead be an Article 224 exceptional-circumstances issue. Ordinary inflation, market movement, loss of profit or commercial miscalculation should not automatically be characterised as force majeure.

Liability for Damages

Article 249 provides, in the context of harmful acts, that where a person proves damage arose from an external cause beyond that person's control — including a natural calamity, sudden event, force majeure, or the act of another person — the person is not liable for compensation unless legislation or an agreement provides otherwise. Article 336 provides that where a debtor cannot perform an obligation specifically, compensation may ordinarily become due for non-performance, but the debtor may avoid that liability by proving that impossibility arose from an external cause beyond its control.

Who Has the Burden of Proving Force Majeure?

The party relying on force majeure should be prepared to prove it. Article 428 places emphasis on the debtor establishing that performance became impossible because of an external cause beyond its control. A party seeking force-majeure relief should preserve evidence of the event, why it was unforeseeable and unavoidable, the contractual obligation affected, the causal connection, mitigation steps taken and notices sent to the counterparty. Simply stating that "force majeure occurred" will rarely be enough in a serious dispute.

Does the Contract's Force Majeure Clause Matter?

Absolutely. Before relying solely on the general provisions of the Civil Transactions Law, the parties should examine the contract carefully — a detailed clause may address what constitutes a qualifying event, excluded events, notice requirements and deadlines, obligations to mitigate, suspension of performance, extension of time, continued payment obligations, and termination after prolonged force majeure. Article 221 requires contracts to be performed in accordance with their contents and consistently with the requirements of good faith — a party should not use a disruptive event opportunistically to escape obligations that remain perfectly capable of performance.

Practical Steps for Businesses Facing a Potential Force Majeure Event

• Review the contract for the force majeure clause, notice requirements, termination and extension-of-time provisions.
• Identify precisely which contractual obligation cannot be performed — do not analyse the event in the abstract.
• Determine whether performance is impossible (Article 236) or merely onerous (Article 224) — the distinction changes the available remedy.
• Consider whether performance could occur through another supplier, transport route, substitute materials or partial performance.
• Preserve evidence — government announcements, closure notices, correspondence, expert reports and mitigation attempts.
• Give contractual notice promptly, following the agreed mechanism.
• Continue unaffected obligations — a force majeure event affecting one obligation does not necessarily excuse every obligation in the contract.
• Obtain legal advice before terminating — wrongful termination can itself create substantial liability.

Force majeure remains an important protection within UAE contract law, but it should not be treated as a general excuse for poor performance or an unprofitable transaction. Parties should avoid treating the words "force majeure" as a conclusion in themselves — the event, causation, impossibility, contractual wording and evidence are what ultimately matter. Our Civil Law team advises businesses on force majeure, hardship and contract disputes under the new Civil Transactions Law — read more about our Civil Law practice.