Part of our series on the new UAE Civil Transactions Law (Federal Decree-Law No. 25 of 2025), in force since 1 June 2026.
This is one of the most significant contributions of the new Civil Transactions Law, in force since 1 June 2026: for the first time, the negotiation stage is legally framed under Emirati law.
Negotiating in good faith
The principle is simple to state. The parties must conduct their negotiations in good faith. Three behaviours are particularly targeted: entering negotiations with no genuine intention to contract; the abrupt termination of advanced negotiations; and the misuse of confidential information obtained during negotiations.
Each of these behaviours may now ground an action in pre-contractual liability, regardless of whether the contract is concluded. French lawyers will recognise a logic close to that enshrined by the 2016 reform of the law of obligations, in article 1112 of the Civil Code.
The reflexes to adopt
In practice, this evolution calls for several new reflexes: documenting the course of negotiations and the reasons for any breakdown; contractually framing the pre-contractual phase through term sheets, letters of intent and non-disclosure agreements specifying what is and is not binding.
This is work Prosilame handles: securing the pre-contractual negotiation phase.
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This article is general information and does not constitute legal advice. Each situation calls for its own analysis.