Force majeure under UAE law does not merely pause your contract — it can terminate it entirely.

Under Article 236 of the Civil Transactions Law (Federal Decree-Law No. 25 of 2025), and under Article 273 of the 1985 Civil Code that it replaced, if an unforeseeable event renders contractual performance impossible the corresponding obligations cease and the contract is automatically cancelled. This is fundamentally different from how force majeure operates in common law jurisdictions, where it typically suspends obligations. In the UAE, the default outcome is termination — and the bar for proving it is high: you must demonstrate absolute impossibility, not merely difficulty, delay, or increased cost.

This guide explains how force majeure and the related doctrine of exceptional circumstances (hardship) work in practice across the contract types that UAE residents encounter most often: tenancy agreements, off-plan property purchases, employment contracts, and commercial leases. We cover the legal tests, the distinction between impossibility and hardship, what constitutes valid evidence, how to notify the other party, and where to file a dispute. If you are a tenant wondering whether you can break your lease, an off-plan buyer facing construction delays, an employee facing layoffs, or a business owner dealing with disrupted supply chains — the legal framework is the same, but the practical application differs significantly.

The Legal Framework: Three Provisions, Two Sets of Article Numbers

Three provisions of the UAE Civil Transactions Law govern situations where contractual performance is affected by extraordinary events. Understanding the distinction between them is essential because each triggers a different legal outcome, and invoking the wrong one can weaken your position or expose you to liability for unlawful termination.

First, check which law your contract falls under. Federal Decree-Law No. 25 of 2025 replaced Federal Law No. 5 of 1985 on 1 June 2026, and it renumbered all three provisions. Article 4(1) of the new law states that it applies from the date it came into force and does not apply to facts and dispositions preceding it, unless the law provides otherwise. In practice that means a contract signed before 1 June 2026 is read against the 1985 article numbers, and a contract signed on or after that date is read against the 2025 numbers. The legal tests themselves are almost unchanged, so the table below gives both.

Provision Legal Test Outcome Who Decides
Force Majeure
Art. 273 (1985) / Art. 236 (2025)		 Performance is impossible (total or partial) Contract automatically terminated; parties restored to pre-contractual position Operates by law (but courts verify if conditions are met)
Exceptional Circumstances (Hardship)
Art. 249 (1985) / Art. 224 (2025)		 Performance is not impossible but has become excessively onerous, threatening grave loss Court adjusts obligations to a reasonable level (e.g., reduces rent, extends deadlines) and the contract continues. Under the 2025 law the court may instead order rescission. Court or arbitral tribunal (judicial discretion)
Defence to Liability
Art. 287 (1985) / Art. 249 (2025)		 Loss arose from an extraneous cause beyond the party’s control Party is not liable for damages caused by the event Court or arbitral tribunal

The Three Conditions for Force Majeure (Art. 273 / Art. 236)

UAE courts require all three conditions to be satisfied simultaneously for a force majeure claim to succeed:

  1. Unforeseeability: The event must have been genuinely unexpected at the time the contract was formed. Routine business risks, market fluctuations, and foreseeable events do not qualify. War, natural disasters, pandemics, and government-imposed restrictions have been recognised as unforeseeable events by UAE courts.
  2. Unavoidability: The consequences of the event must have been unavoidable despite reasonable efforts to mitigate. If there was a practical workaround — even an expensive or inconvenient one — the claim fails.
  3. Impossibility of performance: The event must render performance absolutely impossible, not merely more costly, difficult, or delayed. This is the highest bar. During the COVID-19 pandemic, UAE courts consistently held that increased cost or reduced profitability did not constitute impossibility — a contractor who continued performing part of the works could not later claim force majeure for the portion completed.

The burden of proof lies with the party invoking force majeure. The Dubai Cassation Court has confirmed that you must demonstrate that your inability to perform was directly caused by the force majeure event, not merely coinciding with it.

The 2025 law splits partial and temporary impossibility into separate rules. Under Article 236(2), where performance becomes partly impossible, either party may treat the corresponding part of its own obligation as extinguished or ask the court to rescind the contract. Under Article 236(3), where the impossibility is temporary and the contract is a continuing one, either party may treat the corresponding obligation as extinguished, seek to modify the contract, or ask the court to rescind it. The option to modify rather than exit is new, and it matters most for leases and supply contracts disrupted for a defined period.

Exceptional Circumstances / Hardship (Art. 249 / Art. 224)

If you cannot meet the impossibility threshold of Article 273 but your contract has become economically devastating due to unforeseeable events, Article 249 offers an alternative remedy. Under this provision, the court can rebalance the contract — reducing rent, extending deadlines, adjusting payment schedules — rather than terminating it entirely. The court weighs the interests of both parties and aims for a fair outcome. Any contractual clause attempting to exclude the application of Article 249 is void — this is a mandatory provision of UAE law that cannot be contracted out of.

One change worth knowing under the 2025 law: Article 224 lets the court either reduce the onerous obligation to a reasonable level or order rescission of the contract. The 1985 text gave the judge only the power to reduce. Any agreement excluding the provision remains void under both versions.

A numbering trap: “Article 249” exists in both laws but means different things. In the 1985 Code it is the hardship provision. In the 2025 law it is the defence to liability that used to be Article 287. If you are reading a contract, a judgment or an older article, check which law is being cited before relying on the number.

In practice, UAE courts have been more willing to apply the hardship provision (rebalancing) than the force majeure provision (termination). This is an important strategic consideration: if your goal is to adjust rather than exit a contract, framing your claim as hardship under Article 249 rather than impossibility under Article 273 may be more likely to succeed.

Tenancy Contracts: Can You Break Your Lease?

For tenants in Dubai, the tenancy relationship is governed by Law No. 26 of 2007 (as amended) and administered by the Rental Disputes Centre (RDC) under the Dubai Land Department. Force majeure under the Civil Code applies to tenancy contracts, but the practical threshold is extremely high.

Can a tenant break a lease citing the current conflict as force majeure? Almost certainly not — unless the property itself has been rendered physically uninhabitable. The key legal test is whether performance (i.e., occupying the property and paying rent) has become impossible. If the property is intact and habitable, the tenant’s obligation to pay rent continues regardless of economic hardship, reduced income, or a desire to leave the country. Leaving the UAE voluntarily does not constitute force majeure — the contract is performable; the tenant has chosen not to perform.

However, a tenant may have stronger grounds under Article 249 (hardship) if, for example, the conflict has caused a dramatic and unforeseeable change in circumstances that makes continuing the lease excessively onerous. A tenant whose employer terminated their contract due to the crisis, whose income has been eliminated, and who cannot find alternative employment might argue that continuing to pay rent at the pre-crisis level constitutes grave financial loss. The RDC could, at its discretion, reduce rent or modify the lease terms — but it would not automatically release the tenant from the contract.

Scenario Force Majeure (Art. 273)? Hardship (Art. 249)?
Property physically destroyed or rendered uninhabitable by an attack Yes — likely N/A (contract terminates)
Tenant left the UAE voluntarily but property is habitable No Unlikely — voluntary departure
Tenant lost job due to company closure caused by crisis No (property still usable) Possible — grave financial loss
Tenant’s building has intermittent safety concerns but is structurally sound Unlikely Possible — reduced habitability

Practical step for tenants: If you want to negotiate early termination, approach your landlord in writing first. Cite specific circumstances (job loss, visa cancellation, departure from the UAE) and propose terms (forfeiture of deposit, payment of one or two months’ penalty as per your lease’s early termination clause). Many landlords will negotiate rather than face a vacancy and a Rental Disputes Centre filing. If negotiation fails, file with the RDC through the Dubai Land Department. The filing fee is 3.5% of the annual rent (minimum AED 500, maximum AED 20,000).

Off-Plan Property: Developer Delays and Buyer Rights

Off-plan sales and purchase agreements (SPAs) in Dubai are regulated by RERA and subject to escrow account rules. Developers may invoke force majeure to justify construction delays — and the current Strait of Hormuz disruption affecting building material supply chains is a plausible basis for such claims.

Developer claiming force majeure for delays: RERA generally grants developers a 12-month grace period beyond the contractual handover date before a project is classified as delayed. During this period, developers are not liable for penalties, and buyers cannot typically cancel for delay alone. If the delay extends beyond the grace period, buyers may have grounds to cancel and claim a refund — but the developer may argue force majeure to extend the grace period further.

For the developer’s force majeure claim to succeed, it must demonstrate that the specific delay was caused by the event (e.g., inability to import steel due to Hormuz closure), that the delay was unforeseeable at the time the SPA was signed, and that the developer took reasonable steps to mitigate. If the project was already delayed before the current conflict began, the developer cannot retroactively attribute pre-existing delays to force majeure.

Buyer seeking to cancel due to changed circumstances: A buyer who wants to exit an off-plan SPA because property values have dropped or because they are leaving the UAE faces the same high bar. Reduced property value or personal financial difficulty does not constitute force majeure — the buyer’s obligation to make payments is not rendered impossible by the conflict. Article 249 (hardship) is theoretically available if the buyer can demonstrate that continuing payments would cause grave loss due to unforeseeable circumstances, but RERA and Dubai courts have historically been protective of developers’ escrow rights.

Practical step for off-plan buyers: Review your SPA’s force majeure clause — many Dubai SPAs contain bespoke definitions that may be broader or narrower than the Civil Code default. Check the contractual handover date and whether the 12-month grace period has been triggered. If the developer is invoking force majeure, request written notice specifying the event, the affected obligations, and the mitigation steps being taken. If you believe the claim is unjustified, file a complaint with RERA’s dispute resolution process.

Employment Contracts: Layoffs and Unpaid Leave

UAE employment relationships in the private sector are governed by Federal Decree-Law No. 33 of 2021 (the Labour Law), with the Civil Code applying as a supplementary framework. The intersection of force majeure and employment law creates specific issues that employees and employers need to understand.

Can an employer terminate employees citing force majeure? Article 42 of the Labour Law includes “permanent closure of the establishment in accordance with UAE legislation” as a valid termination ground. If a business genuinely ceases operations entirely due to the conflict, this may constitute a lawful basis for termination. However, employers must still comply with all procedural requirements: proper notice periods, payment of end-of-service gratuity, settlement of accrued leave, and all other statutory entitlements. Force majeure does not waive the employer’s financial obligations to the employee.

Unpaid leave or reduced pay: Some employers are placing employees on unpaid leave or reducing salaries, citing reduced business activity due to the conflict. Under UAE Labour Law, any reduction in wages or change to employment terms requires the employee’s written consent. Unilateral salary reductions without consent may constitute a breach of contract, giving the employee grounds to file a complaint with MOHRE. During the COVID-19 pandemic, MOHRE issued specific ministerial decisions permitting temporary salary reductions and unpaid leave — no equivalent ministerial decision has been issued for the current situation as of March 2026.

Visa implications: If your employment is terminated — whether by mutual agreement, employer initiative, or business closure — the standard grace period after job loss applies. You must find a new sponsor, change your visa status, or leave the UAE within the applicable grace period (30 to 180 days depending on your visa category). Force majeure does not extend the grace period beyond what is provided by law.

Commercial Leases and Business Contracts

Commercial tenancy contracts, supply agreements, service contracts, and other business arrangements are subject to the same statutory framework (Articles 224, 236 and 249 of the 2025 law; Articles 249, 273 and 287 of the 1985 Code). The practical application depends heavily on the specific terms of each contract.

Commercial lease early termination: A business tenant seeking to break a commercial lease because revenue has declined cannot invoke force majeure — the property remains usable. However, if government authorities have ordered a specific building closed or restricted access to a commercial area, the tenant may have a partial impossibility argument. Article 249 hardship claims are more relevant for commercial tenants facing severe but not impossible conditions — the court could reduce rent or restructure payment obligations.

Supply chain and service contracts: Businesses whose supply chains have been disrupted by the Strait of Hormuz closure or airspace restrictions have the strongest force majeure arguments. If a supplier physically cannot deliver goods because shipping routes are closed, that is closer to genuine impossibility than any of the real estate scenarios. However, the supplier must demonstrate that no alternative route or source existed, and that they took reasonable mitigation steps.

Payment obligations: Force majeure almost never excuses the obligation to pay money. If you owe rent, loan payments, or supplier invoices, the fact that your business has been disrupted does not make payment “impossible” — only the performance of non-monetary obligations (delivery of goods, completion of works, provision of services) can be rendered impossible. This is a critical distinction that many business owners overlook.

DIFC and ADGM: Different Rules Apply

Contracts governed by Dubai International Financial Centre (DIFC) or Abu Dhabi Global Market (ADGM) law follow common law principles, not the UAE Civil Code. In these jurisdictions, force majeure is a purely contractual concept — it exists only if the contract expressly includes a force majeure clause. There is no statutory fallback equivalent to Article 236 of the onshore Civil Transactions Law.

If your DIFC or ADGM contract does not contain a force majeure clause, the available doctrine is frustration — which requires proof that the contract has become radically different from what was agreed, not merely more expensive or less profitable. The bar for frustration under English common law (which both DIFC and ADGM follow) is extremely high and rarely succeeds.

If your contract does contain a force majeure clause, courts will interpret it restrictively: the triggering event must be specifically covered by the clause wording (either expressly listed or clearly falling within a catch-all), notice requirements must be strictly followed, and the party relying on it must show it has taken all reasonable steps to avoid or mitigate the effects of the event.

How to Invoke Force Majeure: Practical Steps

  1. Review your contract first. Many UAE contracts contain bespoke force majeure clauses that define triggering events, notification requirements, and consequences differently from the Civil Code default. The contractual clause takes priority if it is more specific.
  2. Determine whether your situation is impossibility or hardship. If you can still technically perform (pay rent, make payments, deliver a modified service), you are in hardship territory (Article 249), not force majeure (Article 273). This distinction determines which remedy is available.
  3. Send formal written notice immediately. Even though Article 273 technically operates automatically, UAE courts expect good faith notice. Your notice should identify the specific event, explain how it makes performance impossible or excessively onerous, list the affected obligations, describe the mitigation steps you have taken, and state whether you are invoking Article 273 (termination) or Article 249 (adjustment).
  4. Document everything. Gather evidence linking the event to your inability to perform: government announcements, airspace closure notices, shipping disruption records, employer termination letters, medical reports, photographs of damage. The burden of proof is on you.
  5. Attempt negotiation before litigation. UAE courts and tribunals look favourably on parties who attempted good-faith negotiation. A written record of your attempts to resolve the matter amicably strengthens your position.
  6. File in the correct forum. Tenancy disputes go to the RDC. Off-plan disputes go to RERA. Employment disputes go to MOHRE (then court if unresolved). Commercial disputes go to UAE civil courts or arbitration per the contract terms. DIFC and ADGM disputes go to their respective courts.

The 2025 Civil Transactions Law: What Actually Changed

Federal Decree-Law No. 25 of 2025 was issued on 1 October 2025, published in Official Gazette No. 809 on 14 October 2025, and came into force on 1 June 2026. Article 2 of the decree repeals Federal Law No. 5 of 1985 and its amendments in full. The new law runs to 1,422 articles against the 1985 Code’s 1,528, which is why almost every article number moved.

For force majeure and hardship the core tests survive intact. What changed:

  • Renumbering. Force majeure moves from Article 273 to Article 236. Hardship moves from Article 249 to Article 224. The defence to liability for an extraneous cause moves from Article 287 to Article 249. Reinstatement of the parties after rescission moves from Article 274 to Article 237, and good faith performance from Article 246 to Article 221.
  • Hardship now allows rescission. Article 224 lets the court reduce the onerous obligation to a reasonable level or order rescission of the contract. Under the 1985 text the judge could only reduce.
  • Temporary impossibility can be met by modifying the contract. Article 236(3) gives either party to a continuing contract the option to seek modification, alongside extinction of the corresponding obligation or rescission by the court.
  • Pre-contractual good faith is codified. Article 121 requires negotiations to be started, conducted and broken off in good faith, and makes a party who negotiates in bad faith liable for the other side’s actual loss. It expressly excludes the profits expected from the contract that was never concluded, and lost opportunities, unless the parties agree otherwise. Deliberately withholding a material fact bearing on the validity of the contract counts as bad faith. The 1985 Code had no equivalent provision.
  • Standard-form contracts. Article 221(3) provides that in contracts drawn up on standard templates, terms added to the template prevail over the original printed terms even where the latter have not been struck out, unless the law forbids departing from them.
  • Abuse of rights is unchanged. The test stays at Article 106 with the same four limbs, including the limb asking whether the benefit sought is disproportionate to the harm caused to others. The one difference is that the express reference to Islamic Sharia in the second limb is no longer there.

Which law governs your contract. Article 4(1) of the new law states that it applies from the date it came into force and does not extend to facts and dispositions that preceded it, unless the law provides otherwise. A contract signed before 1 June 2026 is therefore read against the 1985 numbering. Limitation periods follow a different rule: under Articles 6 and 7, the new periods apply to any period that had not yet run out when the law took effect.

Note on sources: the UAE Legislation portal publishes Federal Decree-Law No. 25 of 2025 in Arabic. No official English translation had been published at the time of writing, and the portal’s own disclaimer states that the Arabic text prevails in case of conflict. The article numbers and descriptions above were read from the official Arabic text; the English wording is our rendering of it.

Frequently Asked Questions

Can I break my Dubai tenancy contract due to the conflict?

Only if the property has been rendered physically uninhabitable. If the property is intact and habitable, your obligation to pay rent continues. Leaving the UAE voluntarily does not constitute force majeure. You may have grounds for rent adjustment under Article 249 (hardship) if you have suffered severe financial loss — such as job termination — directly caused by the crisis. Approach your landlord first in writing, then file with the Rental Disputes Centre if negotiation fails.

Is war considered force majeure under UAE law?

War and armed conflict are recognised as the type of event that can qualify as force majeure — but the event alone is not enough. You must still prove that the specific war made your specific contractual obligation impossible to perform, that the impossibility was unforeseeable when you signed the contract, and that you took reasonable steps to mitigate. The event and the impossibility are separate legal requirements.

What is the difference between force majeure and hardship under UAE law?

Force majeure (Article 273 of the 1985 Code, Article 236 of the 2025 law) requires absolute impossibility of performance and results in automatic contract termination. Hardship (Article 249 of the 1985 Code, Article 224 of the 2025 law) applies when performance is still possible but has become excessively onerous due to unforeseeable events, and the court rebalances the contract by reducing rent or extending deadlines rather than terminating it. Under the 2025 law the court hearing a hardship claim may also order rescission. Most situations arising from the current conflict are more likely to qualify as hardship than force majeure, because performance (paying money, occupying property) remains technically possible.

Can a developer use force majeure to justify off-plan construction delays?

Potentially, if the developer can demonstrate that the specific delay was caused by an unforeseeable event (e.g., inability to import materials due to Strait of Hormuz closure) and that reasonable mitigation steps were taken. RERA’s standard 12-month grace period applies first. Pre-existing delays before the conflict cannot be retroactively attributed to force majeure. Buyers should request written documentation from the developer specifying the cause, duration, and mitigation measures.

Can my employer reduce my salary or place me on unpaid leave due to the conflict?

Not unilaterally. Under UAE Labour Law, salary reductions and changes to employment terms require the employee’s written consent. No ministerial decision equivalent to the COVID-era temporary measures has been issued for the current conflict. If your employer reduces your pay without consent, you may file a complaint with MOHRE. Employers who permanently close due to the crisis may lawfully terminate contracts, but must pay all statutory entitlements including gratuity and notice period compensation.

Does force majeure excuse the obligation to pay money?

Almost never. Under both UAE Civil Code and DIFC/ADGM common law principles, force majeure typically does not excuse monetary payment obligations. Paying money is rarely “impossible” — it may be difficult or financially painful, but the physical act of transferring funds is not prevented by external events. This means rent, loan repayments, and supplier invoices generally remain due regardless of the conflict.

How do DIFC and ADGM contracts handle force majeure differently?

DIFC and ADGM follow English common law, where force majeure is a purely contractual concept — it only exists if your contract expressly includes a force majeure clause. Without such a clause, your only option is the doctrine of frustration, which has an extremely high threshold. Unlike onshore UAE law, there is no statutory equivalent of Article 224 for court-ordered contract rebalancing in DIFC or ADGM.

What happens if both parties to a contract are affected by the same force majeure event?

If the event renders both parties’ obligations impossible, the contract is terminated under Article 273 and both parties are restored to their pre-contractual positions. Any advance payments or deposits should be returned. If only one party’s obligations are affected, only that portion of the contract is extinguished under Article 273(2) of the 1985 Code, and the remaining obligations continue. Under Article 236(2) of the 2025 law either party may instead ask the court to rescind the whole contract in that situation.’

Where do I file a force majeure dispute?

The forum depends on the contract type. Tenancy disputes: Rental Disputes Centre (RDC) under the Dubai Land Department. Off-plan property disputes: RERA. Employment disputes: MOHRE, then court if mediation fails. Commercial disputes: UAE civil courts or contractual arbitration. DIFC contracts: DIFC Courts. ADGM contracts: ADGM Courts. Filing in the wrong forum wastes time and fees.

Has the new Civil Transactions Law changed the force majeure rules?

Federal Decree-Law No. 25 of 2025 came into force on 1 June 2026 and repealed the 1985 Civil Code. The core force majeure and hardship tests survive, but the article numbers moved: force majeure is now Article 236, hardship is Article 224, and the defence to liability for an extraneous cause is Article 249. Two substantive changes matter. A court hearing a hardship claim may now order rescission of the contract rather than only reducing the onerous obligation, and where impossibility is temporary in a continuing contract either party may seek to modify it. Under Article 4(1) the new law does not reach back over earlier facts and dispositions, so contracts signed before 1 June 2026 are still read against the 1985 numbering. Note that “Article 249” means the hardship provision in the 1985 Code and the defence to liability in the 2025 law, so always check which law a citation refers to. The verified old-to-new mapping for every provision that moved, and the two numbers that now resolve to a different rule entirely, are set out in our guide to what changed when the UAE Civil Code was replaced.

Official Sources

Information current as of August 2026. Federal Decree-Law No. 25 of 2025 has been in force since 1 June 2026 and governs contracts concluded from that date; Federal Law No. 5 of 1985, which it repealed, continues to govern contracts concluded before it. Force majeure claims are fact-specific; outcomes depend on individual contract terms and circumstances. This guide is informational and does not constitute legal advice. For specific disputes, consult a qualified UAE lawyer.