What is force majeure in Dubai real estate? It is a narrow legal doctrine, not a general excuse for delay, rising costs, or a difficult market.
The event must make performance genuinely impossible. The applicable article depends on whether the contract was entered into before or from 1 June 2026.
Force majeure applies when an unforeseeable and unavoidable event makes contractual performance genuinely impossible. It does not apply merely because performance became slower, harder, or more expensive.
Contracts entered into before 1 June 2026 are assessed under Article 273 of Federal Law No. 5 of 1985. Contracts entered into on or after that date are assessed under Article 236 of Federal Decree-Law No. 25 of 2025.
Hardship is different. It concerns excessively onerous performance, not impossibility. Hardship sits at Article 249 of the old code and Article 224 of the new law.
In Dubai real estate, the distinction can affect off-plan delays, tenancy disputes, notice, mitigation, and the remedy sought.
What Is Force Majeure in Dubai Real Estate? The Legal Test
Identify the obligation that allegedly cannot be performed. Then test foreseeability, externality, avoidance, mitigation, and objective impossibility.
A detailed contract review should come before any conclusion. The clause may define events and notice steps, while the statutory test still matters.
A disputed property clause should be read with the wider contract. See the firm’s guide on whether Form F is binding in Dubai for related contract context.
What Force Majeure Actually Means
Unlike some jurisdictions where force majeure exists only if a contract specifically defines it, UAE law builds the concept directly into its civil code. It applies whether or not your contract even mentions the words.
At its core, force majeure discharges a party from an obligation where an unforeseeable, unavoidable event makes performing that obligation genuinely impossible. Where the event renders performance totally impossible, the corresponding obligation lapses and the contract is treated as automatically terminated, generally without needing a court order to say so.
The purpose is fairness, not convenience. If truly extraordinary circumstances make a deal impossible to complete, holding a party to it anyway would be unjust. But the threshold for “truly extraordinary” is deliberately high.
The Legal Basis: Old Code, New Code
Contracts Entered Into Before 1 June 2026
Federal Law No. 5 of 1985 remains the stated framework for these contracts. Force majeure sits at Article 273, while hardship sits at Article 249.
Contracts Entered Into on or After 1 June 2026
Federal Decree-Law No. 25 of 2025 is the stated framework for these contracts. Force majeure sits at Article 236, while hardship sits at Article 224.
This is where a genuinely current answer matters. On 1 June 2026, Federal Decree-Law No. 25 of 2025 came into force, replacing the Civil Code that had governed UAE contracts since 1985 in its entirety. Which article applies to your situation depends on when your contract was made.
The substance of the force majeure test has not changed meaningfully. What has changed is the court’s discretion under the new law, which more explicitly allows judges to reduce onerous obligations, modify or rescind a contract in exceptional circumstances, or dissolve it entirely where performance is genuinely impossible, giving a single, broader framework for relief.
Existing contracts generally are not swept into the new law automatically. A lease or SPA signed in 2024 is still assessed under the old Article 273, even in a dispute heard after June 2026, unless the specific contract or a transitional rule says otherwise.
Review the Contract First
Has Force Majeure Been Raised in Your Property Contract?
The label alone is not enough. Our Dubai real estate lawyers can review the contract date, force majeure clause, alleged event, notice requirements, and evidence to assess whether performance was genuinely impossible.
The Three Elements Courts Require
Whichever code applies, UAE courts have consistently looked for the same three things before accepting a force majeure claim.
- The event must have been unforeseeable at the time the contract was formed. A pandemic, an earthquake, or an act of terrorism can qualify. Known, ordinary market risk generally does not.
- The consequences of the event must have been unavoidable despite reasonable efforts to prevent or mitigate them.
- Genuinely impossible, not just harder. This is the element that defeats most claims. Performance has to become objectively impossible. Increased cost, delay, or general inconvenience does not meet the bar, however real that burden is.
Courts ask whether performance became impossible for any reasonable party in that position, not whether it became difficult for this particular party.
Force Majeure vs Hardship: A Critical Distinction
Force Majeure
The trigger is an unforeseeable event that makes performance genuinely impossible. The affected obligation is discharged, and the contract is generally terminated automatically where impossibility is total.
Hardship
The trigger is an exceptional, unforeseeable circumstance of a public nature. Performance becomes excessively onerous, but not impossible. The court may adjust the terms to a reasonable level, and the contract continues.
These two doctrines get confused constantly, and the practical consequences are very different.
This distinction is strategically important. If your goal is to exit a contract entirely, force majeure is the relevant argument. If your goal is to keep the deal alive but adjust an unbearable term, hardship is usually the stronger and more realistic route.
How This Plays Out in Off-Plan Delays
This is the most common real estate context where the word gets used, and also the one where it is most often overstated.
Executive Council Resolution No. 6 of 2010, the implementing bylaw for Dubai’s off-plan framework, specifically addresses force majeure claims in the context of construction delays. The DLD and RERA assess each claim individually rather than accepting it automatically.
A developer citing a genuine, well-documented supply chain collapse or a declared regional emergency has a stronger case than one citing a contractor dispute, cash-flow strain from slow sales, or general market softness. The latter category is treated as ordinary business risk, not force majeure, however real the financial pressure is for the developer.
If a contractor becomes more expensive to hire, or a shipment runs late by the usual margin, that is a business risk the developer absorbed when it took on the project. Force majeure exists for the exceptional, not the difficult.
How This Plays Out in Tenancy Disputes
Tenants sometimes look to force majeure to exit a lease early, and the threshold here is arguably even higher than in a sale contract.
The core test asks whether performance, meaning occupying the property and paying rent, has become impossible. If the property is intact and habitable, a tenant’s obligation to pay rent generally continues even where external circumstances have made the tenant’s own situation more difficult. Financial hardship on the tenant’s side is not the same as the property itself becoming impossible to use.
A stronger case exists where the property itself has been rendered physically uninhabitable, through structural damage, for example, rather than where surrounding circumstances have simply made continuing the tenancy unwelcome or inconvenient.
What Does Not Qualify
Knowing the exceptions is often more useful than knowing the definition, since this is where most disputed claims actually fail.
- Ordinary market downturns or a general slowdown in sales.
- Rising material or construction costs, even where the increase is significant.
- Cash-flow problems caused by the developer’s own sales collections falling behind its construction schedule.
- Routine contractor disputes or a change of contractor mid-project.
- Known, foreseeable regional risks that existed and were public knowledge at the time the contract was signed.
- Simple buyer’s or tenant’s remorse, or a change in personal financial circumstances.
None of these are trivial problems for the party experiencing them. They are simply not what UAE law treats as force majeure, because in each case performance remains possible, just less convenient or more expensive.
The Notice and Mitigation Duty
A party relying on force majeure does not get to stay silent and simply stop performing.
UAE law’s good faith principle requires parties to notify each other of expected delays or changes in performance, and to take reasonable steps to mitigate the impact, before relying on force majeure as an excuse. A developer or landlord who invokes the doctrine without prior notice, or without evidence of genuine mitigation efforts, is on considerably weaker ground.
Where the impossibility is only partial or temporary, the law does not necessarily end the whole contract. Only the affected part of the obligation lapses, and for ongoing arrangements such as leases, performance may simply be suspended for the period of impossibility rather than cancelled outright, with the other party retaining a right to cancel on proper notice if the disruption continues.
If Force Majeure Has Been Declared Against You
A methodical response protects your position better than an emotional one.
- Get it in writing. Request a formal, written explanation of exactly what event is being relied on and why it is said to make performance impossible, not merely difficult.
- Check your specific contract’s clause. Many SPAs and leases define force majeure with their own list of qualifying events. That clause operates alongside the statutory test, and its wording matters.
- Test it against the three elements. Was the event genuinely unforeseeable at signing? Were its effects truly unavoidable? Is performance actually impossible, or just harder and more expensive?
- Ask for independent verification. For an off-plan project, RERA’s own assessment of construction progress and the circumstances is more reliable than the developer’s self-reported explanation.
- Consider whether hardship, not force majeure, is the more realistic framing., particularly if your goal is an adjustment rather than a full exit from the contract.
Off-Plan Property Delay
Is Your Developer Blaming Force Majeure for a Handover Delay?
Rising costs, contractor problems, or general market difficulties do not automatically satisfy the legal test. Our lawyers can review the SPA, revised handover dates, developer notices, project evidence, and mitigation history.
Common Mistakes to Avoid
A handful of recurring errors show up whenever force majeure is raised in a real estate dispute.
- Accepting a force majeure declaration at face value without testing it against the actual legal elements.
- Assuming a difficult market or rising costs automatically qualifies. It generally does not.
- Confusing force majeure with hardship, and pursuing the wrong remedy as a result.
- Applying the wrong code’s article numbers, particularly for contracts that straddle the 1 June 2026 transition.
- Failing to document your own attempts at mitigation and communication, which weakens your position whichever side of the dispute you are on.
- Assuming a force majeure clause in the contract overrides the statutory test entirely. It operates alongside the law, not instead of it.
How to Review a Force Majeure Notice
A useful review begins with the contract and a dated chronology. The label used in a letter is less important than the event, obligation, and evidence described.
- Identify the exact contract, clause, obligation, and performance date.
- Record when the alleged event started and when notice was given.
- Ask how the event made performance impossible rather than expensive.
- Request evidence of mitigation and attempted alternatives.
- Check whether impossibility is total, partial, or temporary.
- Confirm whether the requested outcome is termination, suspension, or adjustment.
- Compare the contract date with the 1 June 2026 legal transition.
Evidence for an Off-Plan Property Dispute
For an off-plan dispute, organise the SPA, payment schedule, promised handover material, progress notices, and every delay explanation in date order.
Separate evidence about the external event from evidence about ordinary project management. A genuine event does not explain every delay automatically.
- The signed SPA and force majeure clause.
- Original and revised handover dates.
- Construction updates and RERA or DLD material available to the parties.
- Developer notices identifying the event and its claimed effect.
- Evidence of alternative suppliers, contractors, routes, or mitigation.
- Payment records and correspondence about extensions or suspension.
Evidence for a Tenancy Dispute
For a tenancy dispute, focus on the property’s actual condition and legal usability. Personal financial pressure is not the same as physical or legal impossibility.
- The tenancy contract and any addenda.
- Inspection reports, photographs, and repair records.
- Official orders affecting access or use, where relevant.
- Landlord and tenant notices about the event.
- Evidence of attempted repair, access, alternative use, or mitigation.
- Rent and payment records for the disputed period.
Questions to Ask Before Accepting the Claim
- Was the event unforeseeable when the contract was signed?
- Was it outside the control of the party relying on it?
- Could reasonable steps have avoided or reduced its effect?
- Did performance become impossible or only more burdensome?
- Does the contract define notice, evidence, or duration requirements?
- Is hardship a more accurate description of the problem?
- What outcome does the evidence support for the affected obligation?
Frequently Asked Questions
The strongest position starts with the contract date, exact obligation, and evidence of impossibility. A Dubai real estate lawyer can review the clause and chronology.
The strongest position starts with the contract date, exact obligation, and evidence of impossibility. A Dubai real estate lawyer can review the clause and chronology.
Choose the Right Legal Remedy
Is the Contract Impossible to Perform, or Just Much Harder?
Force majeure and hardship can lead to very different outcomes. Our UAE lawyers can assess whether the facts support termination, suspension, adjustment, or another remedy under the law applicable to your contract.
