UAE Civil Transactions Law — articles 301–400

Once the creditor has been put in default, they shall bear the risk of loss of the subject matter of the obligation. The debtor shall have the right, with the court's permission, to deposit it at the creditor's expense, …

If the subject matter of performance is a specific thing determined by its identity, and shall be delivered at the place where it is located, the debtor may, after putting the creditor in default, obtain permission from …

If the subject matter of the performance is a perishable thing, or risks losing its value, or entails excessive expenses for its deposit or custody, the debtor may, after obtaining the court's permission, or if it is not…

A deposit, or an equivalent measure, shall be permissible if the debtor is unaware of the creditor's identity or domicile, if the creditor lacks or has limited legal capacity and has no representative to accept performan…

A formal offer of performance made by the debtor shall be equivalent to performance if it is followed by a deposit that complies with its legal requirements or by any similar measure, provided it is accepted by the credi…

1. If the debtor makes an offer of performance and follows it with a deposit or a similar measure, they may withdraw this offer as long as the creditor has not accepted it, and no final judgment has been issued validatin…

1. If the debt is a thing determined by designation, the debtor may not perform by delivering another thing in substitution thereof without the creditor's consent, even if this substitute is of equal or higher value than…

1. The creditor shall not be compelled to accept partial performance of their right, unless the law or the agreement so provides. 2. If part of the debt is in dispute and the creditor accepts receipt of the acknowledged …

If the debtor is obliged to pay any expenses in addition to the debt, and the amount paid is insufficient to cover both the debt and those expenses, the amount paid shall be applied first to the expenses and then to the …

1. If several debts, of the same kind, are owed by the debtor to a single creditor, and the amount paid is insufficient to discharge them all, the debtor may, at the time of performance, designate the debt they intend to…

1. Performance shall be due immediately once the obligation has become definitively established in the debtor's liability, unless the law or the agreement provides otherwise. 2. In exceptional cases, and unless prohibite…

1. If the subject matter of the obligation is determined by designation, it shall be delivered at the place where it was located at the time the obligation arose, unless the law or the agreement provides otherwise. 2. In…

1. If the debtor sends the debt with their messenger to the creditor and it perishes in the messenger's possession before arrival, the loss of the debt shall be borne by the debtor. 2. If the creditor instructs the debto…

The expenses of performance shall be borne by the debtor, unless the law or the agreement provides otherwise.

1. A person who has performed a debt in whole or in part may request a receipt for what they have performed. 2. If the creditor refuses to deliver the debtor such receipt, the debtor may deposit the thing due by judicial…

A debt may be discharged by consideration, as agreed upon by the parties to the contract, and such agreement shall be subject to the general provisions governing contracts provided for in this Law.

The provisions governing sale shall apply to performance by consideration if the consideration consists of a specific thing given in the discharge of the debt. The provisions governing performance in discharge of a debt …

The original debt, together with its securities, shall be extinguished by the performance by consideration, and the right of the creditor shall be transferred to the thing given in substitution.

Set-off is the extinguishment of a debt owed by one party to another by means of a debt owed by the latter to the former. It is either legal, taking effect by operation of law; contractual, effected by agreement of the p…

The following conditions are required for a legal set-off: 1. Both parties shall be both creditor and debtor of the other. 2. The two debts shall be identical in kind, description, maturity, and strength or weakness. 3. …

Legal set-off shall not take effect by operation of law in the following cases: 1. If one of the two debts consists of a thing that has been unlawfully taken from the possession of its owner and is required to be returne…

Contractual set-off shall be effected by agreement of the parties if any of the conditions for legal set-off is not met.

Judicial set-off shall be effected by a judgment or order of the court if its conditions are met and upon an original or incidental claim.

1. Judicial set-off shall take effect upon the request of the interested party, and may not validly be waived before the right thereto is established. 2. Set-off results in the extinction of the two debts to the extent o…

If a debt is time-barred at the time set-off is invoked, this shall not prevent the set-off from taking effect, provided that the period barring the action had not been completed at the time the set-off became possible.

If a debtor pays a debt against which they could have claimed set-off, they may not invoke the securities for that right to the detriment of a third party unless they were unaware of its existence and had a valid excuse …

A set-off may not take effect to the detriment of rights acquired by a third party.

If a third party effects an attachment against the debtor, and the debtor subsequently becomes a creditor of their creditor, they may not invoke set-off to the detriment of the attaching party.

1. When the capacities of creditor and debtor in respect of the same debt are united in one person, the debt is extinguished to the extent of such merger. 2. If the creditor is an heir of the debtor, there shall be no me…

If the cause that led to the merger of patrimonies ceases, and such cessation has a retroactive effect, the debt and its accessories shall be reinstated with respect to all persons concerned.

1. After being put in default, the debtor shall be compelled to perform their obligation by specific performance, whenever this is possible. 2. If specific performance would be excessively onerous for the debtor, the cou…

1. If the subject of the right is an act, and its nature or the terms of the agreement require the debtor to perform it in person, the creditor may refuse performance by any other person. 2. If the debtor fails to perfor…

If specific performance has been effected, or if the debtor persists in refusing performance, the court shall determine the amount of compensation to be borne by the debtor, taking into account the damage suffered by the…

1. If the debtor is required to preserve a thing, to manage it, or to exercise care in the performance of their obligation, they shall have fulfilled the obligation if they exert in its performance all the care of an ord…

If the subject matter of the right is an obligation to refrain from an act and the debtor breaches it, the creditor may request the removal of what has been done in violation thereof, or may request the court’s authoriza…

If it becomes impossible for the debtor to effect specific performance of the obligation, they shall be ordered to pay compensation for failure to perform the obligation, unless they prove that the impossibility of perfo…

Compensation shall not be due unless the debtor has been formally put in default, except when the law or the agreement provides otherwise.

Notice to the debtor is not required in the following cases: 1. If the performance of the obligation becomes impossible or futile due to the debtor’s act. 2. If the subject of the obligation is compensation arising from …

If the compensation is not determined in the law or in the contract, the court shall assess it in an amount equivalent to the damage actually sustained.

1. The contracting parties may pre-determine the amount of compensation by stipulating it in the contract or in a subsequent agreement, subject to the provisions of the law. 2. The court may reduce the amount of agreed c…

1. All of the debtor's assets constitute a security for the performance of their debts. 2. All creditors are equal in this security, except those who have a right of priority according to the law. 3. The creditors may ag…

1. Any creditor, even if their right is not yet due for performance, may exercise, in the name of their debtor, all of the debtor's rights, except those that are strictly personal thereto or not subject to attachment. 2.…

1. If the contracting parties conceal a genuine contract by means of an apparent contract, the effective contract as between the contracting parties and their universal successor shall be the genuine contract. 2. If a si…

Any creditor whose right has become due, and whose debtor has made a disposition, may request the court to rule on the non-enforceability of this disposition against them, whenever this disposition diminishes the debtor'…

If the creditors demand payment of their debts from a debtor whose debts have encompassed all of their property, they may not donate of their property or dispose of it for consideration, even without favouritism. The cre…

If a creditor claims that a debt encompasses the debtor's property, they shall only prove the amount of the debt owed by the debtor, and the debtor shall prove that they own property exceeding the value of the debt.

The recipient of a disposition may avoid a lawsuit for non-enforceability if they deposit the price of the disposed property with the court's treasury in an amount not less than the value of the like.

Once the non-enforceability of the disposition has been adjudged, the creditors who are harmed thereby shall benefit therefrom.

1. A lawsuit for non-enforceability of a disposition shall not be heard after the lapse of three (3) years from the day on which the creditor became aware of the reason for the non-enforceability of the disposition. 2. I…

1. Anyone who is obligated to perform something may withhold performance thereof as long as the creditor has not fulfilled their corresponding obligation that arose from the debtor's obligation and was connected therewit…

1. The retaining person shall preserve the retained thing and shall render an account of its yield. 2. If the retained thing is at risk of perishing or damage, the retaining person may request permission from the court t…

Whoever retains a thing in exercise of the right of retention shall have priority over all other ordinary creditors in satisfying their right therefrom.

1. The right of retention shall be extinguished by the retaining person’s recovery of their right from their debtor, by the perishing of the retained thing, or by its departure from the possession of the retaining person…

An obligation shall be conditional if its existence or extinction is made to depend on a future, uncertain event.

An obligation shall be void if it is made subject to an impossible condition or a condition that is contrary to public order or public morals.

An obligation shall be void if it is made subject to a suspensive condition that makes its existence dependent solely on the will of the obligor.

An obligation subject to a suspensive condition shall not be effective until the condition upon which it is suspended is fulfilled. The obligation shall not be enforceable before the fulfilment of the condition, and the …

1. The fulfilment of a resolutory condition shall result in the extinguishment of the obligation. The debtor shall be bound to return what they have taken; if return is impossible for a reason attributable thereto, they …

1. If a condition is fulfilled, its effect shall be retroactive to the time at which the obligation arose, unless it is apparent from the will of the contracting parties or from the nature of the contract that the existe…

1. An obligation shall be for a term if its effectiveness or extinction is made to depend on a future, certain event. 2. An event is considered certain if its occurrence is inevitable, even if the time of its occurrence …

An obligation deferred to a term shall not be effective until the term falls due. The creditor may, before the term falls due, take such measures as are necessary to preserve their right, including requesting security if…

If it is apparent from the obligation that the debtor will not perform it except upon their ability or ease (maysarah), the court shall set a suitable time for the maturity of the term, taking into account the debtor's c…

1. If the debt is deferred, the debtor may pay it before the term falls due if the term is for their benefit, and the creditor shall be compelled to accept. 2. If the obligation is deferred and no term for its performanc…

If the term is for the benefit of either of the parties, they may waive it by their unilateral will.

A deferred debt shall not become due upon the death of the creditor, but it shall become due upon the death of the debtor unless the debt is secured by a real security, or the heirs provide sufficient real or personal se…

The debtor’s right to the term shall lapse in the following cases: 1. If they are adjudged bankrupt, insolvent, or placed under interdiction. 2. If they fail to provide the agreed security for the debt. 3. If the agreed …

1. If an obligation is coupled with a suspensive term, it shall not be effective except upon the expiry of the term. 2. The creditor may, even before the expiry of the term, take such measures as are necessary to preserv…

Upon the expiry of a resolutory term, the obligation shall be extinguished, without such extinguishment having a retroactive effect.

An obligation shall be an alternative if its subject matter includes multiple things, and the debtor is fully discharged by performing one of them. The choice shall belong to the debtor, unless the law or the agreement p…

1. If the choice belongs to the debtor and they refrain from choosing, or if there are multiple debtors and they do not agree among themselves, the court may, at the creditor's request, set a time limit for the debtor to…

If the choice belongs to the debtor, and it then becomes impossible for them to perform all of the multiple things that constitute the subject matter of the obligation. The impossibility is attributable thereto, even wit…

1. An obligation shall be facultative if its subject matter includes only one thing, but the debtor shall be discharged if they perform another thing in lieu thereof. 2. The original subject matter of the obligation, not…

Solidarity among creditors or among debtors shall not be presumed; rather, shall arise from a provision of law or by agreement.

1. The joint and several creditors, jointly or severally, may claim the entire debt from the debtor. 2. If one of the joint and several creditors demands performance from the debtor, the debtor may not plead against this…

Whatever one of the joint and several creditors receives from the debt shall be deemed to be the right of all the creditors jointly, and they shall share therein proportionately. The pro rata distribution shall be in equ…

If there is solidarity among the creditors, the debtor may pay the debt to any of them, unless one of them has served a notice on the debtor not to pay their share to a specific creditor, provided that no prejudice resul…

If the debtor is discharged from their obligation vis-à-vis one of the joint and several creditors for a reason other than performance, their liability shall not be discharged vis-à-vis the other creditors except to the …

If one of the joint and several creditors performs an act that is prejudicial to the other creditors, such act shall not be effective against them.

Solidarity among creditors shall not prevent the division of the debt among the heirs of any of them. Solidarity in respect of the entire debt shall pass to each heir in proportion to their share in the estate, unless th…

Solidarity among debtors shall be established even if the debt of one of them is deferred, or subject to a condition, or associated with a description that affects it, while the debt of the other is immediate or free fro…

If one of the jointly and severally debtors performs the debt, their liability and that of the other debtors shall be discharged.

1. The creditor may claim their debt from all the joint and several creditors or from any of them, taking into account any attribute affecting their relationship with each debtor that has an effect on the debt, and a cla…

1. If the share of one of the joint and several debtors in the debt is extinguished for a reason other than performance, the debt shall not be extinguished with respect to the other debtors except to the extent of that d…

If the creditor agrees with one of the joint and several debtors on performance by consideration (datio in solutum), the liability of the other debtors shall be discharged, unless the creditor has reserved their right ag…

1. If the creditor releases one of the joint and several debtors from the debt, their liability and that of the others shall be discharged to the extent of their share, and their solidarity shall remain. 2. If the credit…

1. In cases where the creditor releases one of the joint and several debtors, whether the release is from the debt or from the solidarity, the other debtors may have a right of recourse against that debtor for their shar…

1. The barring of a claim by the lapse of time with respect to one of the joint and several debtors shall not benefit the other debtors except to the extent of that debtor's share. 2. The creditor may not invoke the susp…

1. A joint and several debtor shall be liable for the performance of their obligation for their own act. 2. If the creditor serves a notice on one of the joint and several debtors or institutes legal proceedings against …

1. If the creditor enters into a settlement with one of the joint and several debtorsi and the settlement includes a release from the debt or a discharge of liability therefrom by any other means, the other debtors shall…

1. If one of the joint and several debtors acknowledges the debt, this acknowledgment shall not take effect against the other joint and several debtors. 2. If one of the joint and several debtors refuses to take an oath …

If a judgment is rendered in favour of the creditor against one of the joint and several debtors, such judgment shall not be invoked against the others; however, they shall benefit from it if it is rendered in favour of …

1. A joint and several debtor who has performed the debt shall have a right of recourse against any of the others for their respective share. If one of them is bankrupt or insolvent, the performing debtor and the solvent…

If one of the joint and several debtors is the principal debtor and the other debtors are guarantors; they shall have no right of recourse against them for anything after performing the debt.

A debt shall be joint among several creditors if it has a single cause, or if it is a debt devolved by inheritance to several heirs, or consists of consumable joint property, or constitutes the consideration for a loan t…

1. Each of the co-creditors in a joint debt may claim their share thereof, and what they receive shall be deemed joint property among all co-creditors, each in proportion to their share. 2. If one of the co-creditors rec…

If one of the co-creditors receives their share in the joint debt and then disposes thereof or consumes it, the other co-creditors may have recourse against them for their shares therein. If it perishes or is destroyed w…

If the debtor provides one of the co-creditors with surety for their share in the joint debt, or the debtor assigns them to another, the other co-creditors shall be entitled to share, in proportion to their shares, in th…

If one of the co-creditors, out of their share in a joint debt, purchases property from the debtor, the other co-creditors may require the latter either to indemnify them for the portion of the price corresponding to the…

One of the co-creditors may grant their share in the debt to the debtor or release them therefrom, and they shall not be liable for the shares of their co-creditors in what they granted or released.

One of the co-creditors in a joint debt may enter into a settlement for their share therein. If the consideration for the settlement is of the same kind as the debt, the others may either share them in what has been rece…