What makes a contract enforceable in the UAE?
Enforceability in the UAE turns on the governing law and forum clause, the language that prevails, and whether the clauses survive review by the chosen court. Since 1 June 2026, the Civil Transactions Law also imposes good faith in negotiation and a duty to disclose material information. Prosilame reviews contracts before signature:
- Select governing law and forum — onshore courts, DIFC, ADGM or arbitration — against where enforcement will actually occur.
- Determine which language version prevails and align the Arabic text where it will govern.
- Test termination and penalty clauses against the article 106 proportionality standard.
- Structure disclosure to meet the statutory duty and neutralise fraud-by-omission risk.
- Document the negotiation record to manage pre-contractual liability.
Common failure points
The situations we handle.
- Copy-pasted clauses, unenforceable under local law
- Governing law and jurisdiction wrongly chosen
- Lopsided penalties and guarantees
- A dispute already open on a poorly drafted contract
Deliverables
What you get.
Pre-signature audit
Review of the draft contract and your real exposure.
Drafting / review
Enforceable clauses, governing law and dispute resolution tailored to you.
Negotiation
Rebalancing the relationship before you commit.
Dispute handling
Litigation strategy if the contract is already challenged.
Our approach
Our approach to contracts.
A contract is not a document you sign to formalise a deal already done: it is the instrument that will determine your position on the day the relationship turns tense. In the UAE this is sharper than elsewhere, because a poorly calibrated contract can prove unenforceable, mistranslated, or subject to a jurisdiction that does not favour you. We therefore treat the contract as a defensive instrument, upstream.
In practice, we start from your real flows — who pays whom, when, for what service, under which guarantees — then build or revise every clause so it holds before the chosen forum. We pay particular attention to governing-law, dispute-resolution, penalty and termination clauses, where the balance of power crystallises.
Commercial contracts
Services, distribution, agency, supply, partnerships. We secure mutual obligations, payment terms and exits.
Corporate contracts
Shareholders’ agreements, investment agreements, share transfers, aligned with the entity’s governance.
Bilingual drafting
Drafting in French, English or Arabic, with verification of the version that prevails in a dispute.
Frequently asked
Contract law — your questions.
Is an English-language contract valid in the UAE?
Often yes, but Arabic may prevail before certain courts. Language and the governing-law clause should be chosen, not left to chance.
Can you step in after signature?
Yes, but the room to manoeuvre is narrower. Acting before signature remains the most protective.
Which jurisdiction should I choose?
It depends on the parties and performance. Local courts, DIFC, ADGM or arbitration — each choice carries consequences.
Related practices and analysis
Related practices, and the analysis behind them.
Arbitration
Law Firm
Corporate governance
Corporate Office & Governance
White-collar defence
Law Firm
Abuse of rights: the proportionality test reshuffles the deck
Analysis
Fraud by omission: the duty of disclosure that changes the game
Analysis
International contracts: party autonomy finally enshrined
Analysis
A matter on contract law?
A 30-minute call to review a contract before signature: governing law, language and penalty clauses.
See matters the firm has handled and what clients say about them.
AED 600 individuals · AED 1,000 professionals
Payable before the call, by card or bank transfer. See fee details.