UAE Civil Transactions Law

Article 120

Book One: Obligations · Section One: Sources of Obligation · Chapter One: The Contract · Part Two: Interpretation of the Contract

1. The governing principle of a contract is the consent of the contracting parties and what they have committed to in the contract. 2. Any doubt shall be interpreted in favour of the debtor. However, the interpretation of ambiguous terms in contracts of adhesion shall not be interpreted in a manner prejudicial to the adhering party. 3. In contracts, regard shall be had to intentions and meanings rather than to words and forms. 4. Words shall be construed according to their literal meaning; and a term shall not be construed metaphorically unless its literal meaning cannot be applied. 5. No implication shall prevail over an express statement. 6. Giving effect to contractual wording takes precedence over disregarding it; however, where giving effect thereto is impossible, it shall be disregarded. 7. Reference to part of an indivisible shall be deemed reference to the whole thereof. 8. An absolute term shall apply in its absolute sense unless there is evidence, whether textual or inferential, requiring its restriction. 9. A description of an existing object is deemed superfluous, whereas a description of an absent object is binding. 10. What is customary among merchants shall be deemed a condition agreed upon between them. 11. A contract shall be interpreted in a manner that achieves justice and good faith between the parties. 12. Obligations shall be construed according to the surrounding factual circumstances of the contract at the time of its conclusion. 13. Ambiguity or inconsistency shall be construed in favour of the party bearing the burden of the obligation or the weaker party to the contract.

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