Civil Law and UAE: Offer, Acceptance and Consent Basics

1. Introduction

Offer, acceptance and consent are the basic building blocks of contract formation under UAE civil law. A contract generally comes into existence when the parties reach the required agreement on the essential elements of their intended transaction and their expressions of will satisfy the statutory requirements.

As of 1 June 2026, the governing general civil-law framework is Federal Decree-Law No. 25 of 2025 promulgating the Civil Transactions Law, which replaced Federal Law No. 5 of 1985. The new law retains the traditional UAE civil-law approach to offer, acceptance and mutual consent but changes the article numbering and introduces some modernised rules.

For historical cases, therefore, it is important to distinguish the old Civil Transactions Law (1985) from the current Civil Transactions Law (2025).

2. Meaning of Offer

An offer is a sufficiently definite expression of a person's intention to conclude a contract on specified terms if the other party accepts it.

Under the former Civil Transactions Law, offer and acceptance were expressions of will intended to create a contract. The first expression was the offer and the second was the acceptance.

Under the new Civil Transactions Law, the contract-formation provisions are reorganised, with Article 125 dealing with offer and acceptance and allowing expressions of will to be made expressly or implicitly.

Example

A states:

"I will sell you my vehicle for AED 100,000."

If the statement demonstrates an intention to be legally bound and contains sufficiently definite terms, it may constitute an offer.

A mere statement such as:

"I might sell my vehicle for around AED 100,000"

would ordinarily be viewed differently because it may represent negotiation rather than a definite offer.

3. Essential Characteristics of an Offer

An effective offer generally requires:

1. Intention

The offeror must demonstrate an intention to enter into a legally effective transaction.

2. Definiteness

The proposal must contain sufficient information concerning the essential elements of the proposed contract.

3. Seriousness

A casual statement or invitation to negotiate does not necessarily constitute an offer.

4. Communication

The offer must be communicated to the person or persons to whom it is directed.

5. Legal possibility

The proposed contractual subject matter must be legally permissible.

4. Acceptance

Acceptance is the expression of assent to the offer.

Under the former Article 140 of the Civil Transactions Law, acceptance had to correspond with the offer. If the purported acceptance added terms, imposed restrictions or modified the offer, it was treated as a rejection accompanied by a new offer.

The new Civil Transactions Law maintains this basic approach: an acceptance that adds to, restricts or modifies the offer is treated as a new offer. An acceptance made after an offer has expired likewise does not simply revive the original offer.

Example

Offer:
A offers to sell machinery for AED 500,000.

Response:
B says:

"I accept, provided the price is AED 450,000."

This is not unconditional acceptance. It changes an essential term and therefore operates as a counter-offer.

5. Acceptance Must Correspond With the Offer

The principle can be expressed as:

Offer + Matching Acceptance = Contractual Agreement

But:

Offer + Modified Acceptance = Counter-offer

This is especially important in commercial negotiations involving:

• price;
• quantity;
• delivery;
• payment;
• warranties;
• termination;
• dispute resolution;
• governing law.

Where the parties have not reached agreement on an essential term, the court may find that there is no completed contract.

6. Consent or Meeting of Minds

Consent is the central concept behind contractual formation.

The parties must demonstrate a common intention to create the relevant legal relationship.

Under the old Civil Transactions Law, Article 129 required:

1. meeting of minds on the main elements;
2. a possible, specified or specifiable and legally negotiable subject matter; and
3. a lawful cause.

Article 130 then provided that a contract was formed through the coming together of offer and acceptance.

The new legislation preserves the basic concept: Article 113 provides that a contract is formed through offer and acceptance expressing a shared intention to create legal effects.

7. Essential Elements of Consent

Consent should be analysed together with:

A. Capacity

The person must have the legal capacity required to enter into the transaction.

B. Authority

Where an agent or representative acts for another person, the representative must have appropriate authority.

C. Genuine intention

The person's expression should genuinely correspond with the intended legal transaction.

D. Absence of legally recognised defects

Consent may be affected by matters such as:

• mistake;
• fraud/deception;
• coercion;
• exploitation in circumstances recognised by law.

E. Lawful purpose

The parties cannot create an enforceable civil obligation for an unlawful purpose.

8. Express and Implied Consent

Consent does not always require a traditional signed contract.

It may be demonstrated through:

• spoken words;
• written documents;
• electronic communications;
• conduct;
• performance;
• acceptance of goods;
• payment;
• other circumstances clearly demonstrating mutual intention.

The UAE approach therefore focuses on substance and demonstrated intention, rather than always requiring a particular physical form.

In Michael George Forbes v Robert Kidd [2023] DIFC CFI 081, the DIFC Court, applying UAE law, discussed the former Articles 132 and 135 and explained that mutual consent could be established through words or conduct where the circumstances left no doubt about the parties' intention.

9. Silence as Acceptance

The general principle is:

Silence by itself does not normally constitute acceptance.

However, the former Article 135 recognised circumstances where silence could have the effect of acceptance.

For example, silence could operate as acceptance where:

1. there was a previous course of dealing between the parties and the offer related to that course of dealing; or
2. the circumstances created a recognised need to respond.

The DIFC Court's discussion in Forbes v Kidd confirms that this is a factual inquiry and that courts examine the surrounding circumstances rather than automatically treating silence as acceptance.

10. Offer Made With a Time Limit

Where an offer specifies a period during which it may be accepted, the offeror is generally bound to maintain it for that period under the statutory conditions.

The new Civil Transactions Law provides that:

• where a time limit is specified, the offeror must keep the offer open until its expiry;
• where no period is specified, the relevant period may be determined from the circumstances, nature of the transaction or custom; and
• premature withdrawal can give rise to compensation for actual damage in the circumstances specified by the law. 

11. Withdrawal of an Offer

Under the new Article 129, an offer may lapse in circumstances including:

• express or implied withdrawal before acceptance;
• express or implied rejection;
• failure of acceptance to follow the offer according to customary requirements;
• expiry of the acceptance period;
• death of the offeror or offeree before acceptance; or
• loss of legal capacity before acceptance.

The precise legal effect depends upon the circumstances and statutory requirements.

12. Acceptance Between Absent Parties

The old Article 142 provided a special rule for contracts between persons who were not physically present together.

The contract was considered formed at the time and place when the offeror became aware of acceptance, subject to statutory or contractual exceptions. The offeror was generally presumed to have knowledge when the acceptance reached him, unless evidence established otherwise.

This was particularly significant for:

• correspondence;
• postal communications;
• commercial communications;
• electronic communications.

The modern framework continues to accommodate contemporary methods of contracting.

13. Telephone and Similar Communications

The former Article 143 treated contracts made by telephone or similar means differently for purposes of place and time:

• as to place, they were treated similarly to contracts between absent persons;
• as to time, they were treated as contracts between persons present in the same contractual session.

This principle illustrates the UAE civil-law distinction between the physical location of parties and the moment at which contractual consent is formed.

14. Electronic Offer and Acceptance

Modern commercial transactions frequently use:

• email;
• electronic platforms;
• electronic purchase orders;
• WhatsApp/business messaging;
• digital signatures;
• online checkout systems.

A signed paper contract is therefore not necessarily the only evidence from which offer and acceptance can be established.

A recent UAE legal analysis of Dubai Court of Cassation jurisprudence reports that courts may derive offer and acceptance from exchanged electronic messages without requiring a traditional signed document, depending upon the applicable evidentiary and electronic-transactions rules.

The important question remains:

Do the electronic communications objectively establish the parties' intention and agreement on the essential terms?

15. Negotiations Are Not Necessarily an Offer

Negotiation must be distinguished from offer and acceptance.

Parties may exchange:

• draft contracts;
• term sheets;
• letters of intent;
• price proposals;
• preliminary emails;
• memoranda;
• draft purchase orders.

These communications do not automatically establish a final contract.

Dubai Court of Cassation – Civil Appeal No. 267/2016

The Court dealt with negotiations that had not matured into a completed lease agreement.

The principle traditionally derived from the decision was that negotiations themselves did not necessarily constitute a contract. However, fault in the conduct of negotiations could potentially create a separate tortious liability issue.

This historical principle should now be read alongside the new 2025 Civil Transactions Law, which expressly regulates certain aspects of pre-contractual negotiations and good faith.

16. Agreement on Essential Terms

A contract does not necessarily require every minor detail to have been expressly negotiated.

Under the former Article 141, if the parties agreed on:

• the essential elements of the obligation; and
• other conditions they regarded as essential,

the contract could be considered concluded even if some secondary details remained to be settled, provided the parties had not made agreement on those details a condition of formation.

The new Civil Transactions Law contains a similar principle in Article 131. Where essential matters and other conditions regarded as essential have been agreed, leaving secondary matters for later does not necessarily prevent formation of the contract.

17. Case Law

Case 1: Dubai Court of Cassation, Civil Appeal No. 267/2016

This case concerned negotiations over a proposed lease.

The parties had exchanged proposals and worked on a draft, but the negotiations did not result in a completed lease agreement.

Principle

Negotiations should not automatically be treated as a concluded contract. The court must determine whether the parties actually reached the stage of contractual consent.

The case is particularly useful for distinguishing:

Negotiation → Offer → Acceptance → Contract

from a situation where the parties remain at the negotiation stage.

Case 2: Dubai Court of Cassation, Commercial Appeal No. 735/2024

The Court considered a unilateral arbitration option contained in contractual documentation.

The Court emphasised that a valid arbitration agreement requires clear offer, acceptance and meeting of minds concerning arbitration.

Principle

A contractual provision involving an important legal choice must reflect genuine and sufficiently clear mutual agreement. The Court treated the arbitration agreement as a "contract within a contract" and required clear agreement between the parties.

Relevance

Although the case concerns arbitration, it provides a useful illustration of the broader principle that mutual consent must exist for a contractual obligation to arise.

Case 3: Michael George Forbes v Robert Kidd [2023] DIFC CFI 081

The DIFC Court examined UAE-law contractual formation and the former Civil Transactions Law provisions concerning expressions of intent and silence.

The Court recognised that consent could be demonstrated through conduct, not merely through a formal written acceptance, where the circumstances clearly established mutual intention.

Principle

A contract may arise from:

words + conduct + surrounding circumstances

rather than necessarily requiring a conventional signed contract.

Case 4: Dubai Court of Cassation – electronic communications case law concerning exchanged emails

Dubai Court of Cassation jurisprudence has recognised the evidentiary significance of electronic communications in establishing contractual formation.

The relevant principle is that courts may examine the contents of exchanged electronic messages to determine whether they establish offer and acceptance, rather than requiring a traditional paper document in every case.

Principle

Electronic communication can contain legally meaningful expressions of:

• offer;
• acceptance;
• modification;
• confirmation;
• contractual intention.

The medium does not by itself determine whether consent exists.

Case 5: Dubai Court of Cassation, Case No. 277/2009

This decision is cited in discussions of UAE jurisprudence concerning electronic dealings and electronic records.

Principle

Electronic communications and records can possess evidentiary significance in determining the parties' dealings and contractual conduct.

Relevance to offer and acceptance

Where a dispute concerns an electronic contract, the court may need to examine:

• the communication;
• its sender;
• its recipient;
• timing;
• contents;
• surrounding transactions; and
• subsequent conduct.

This helps establish whether an actual expression of contractual consent occurred.

Case 6: Abu Dhabi Court of Cassation, Judgment No. 179/2024

This decision is useful for the broader principle that contractual interpretation requires examination of the parties' intention and the substance of their agreement, rather than mechanically isolating individual expressions.

Principle

Once contractual documents are disputed, the court examines the agreement as a whole and determines the legal meaning of the parties' conduct and contractual language.

Relevance

The same approach is important at the formation stage because the question may be:

Did the parties actually intend to conclude the contract?

rather than simply:

Did they exchange documents?

The decision is therefore useful in analysing consent and contractual intention.

Case 7: Gjurd v Gizella (DIFC) Ltd [2016] DIFC SCT 081

This DIFC authority is useful for understanding contractual certainty where commercial communications develop over time.

Principle

The court may examine the parties' broader commercial dealings and subsequent communications when determining whether sufficiently certain contractual terms emerged.

Relevance

It demonstrates the practical importance of distinguishing:

• preliminary discussions;
• incomplete negotiations;
• agreement on essential terms; and
• a final enforceable contract.

18. Offer vs Invitation to Treat

This distinction is important.

Offer

A definite proposal intended to become binding upon acceptance.

Invitation to negotiate

An invitation for another person to make an offer.

Advertisement

An advertisement does not automatically constitute a legally binding offer in every circumstance. Its legal effect depends upon its wording, context and applicable legislation.

Example

"Luxury apartment available; contact us for price and terms."

This is generally more consistent with an invitation to negotiate.

By contrast:

"Apartment offered to X for AED 2 million, acceptance by 30 September."

may contain much stronger indications of an offer.

19. Consent and Defective Consent

Even where offer and acceptance appear to exist, the contract may still be challenged if consent was legally defective.

Important issues include:

Mistake

A party may have misunderstood a legally significant matter.

Fraud or deception

Consent may have been obtained through deceptive conduct.

Coercion

Consent may have been produced through legally recognised duress.

Exploitation

Certain circumstances involving gross imbalance and exploitation may have legal consequences under UAE law.

Thus:

Offer + Acceptance ≠ automatically valid contract

A fuller formula is:

Offer + Acceptance + Genuine Consent + Capacity + Lawful Subject + Required Formalities = Valid Contract

20. Consent and Capacity

Consent must come from a person who has the necessary legal capacity.

For example, where a person lacks the legally required capacity, the court may have to examine:

• age;
• mental/legal capacity as recognised by law;
• guardianship;
• authority;
• representation.

Similarly, where a company is involved, the court may examine whether the individual purporting to accept an offer had authority to bind the company.

21. Consent and Authority of Agents

A contract can be formed through an authorised representative.

For example:

Company A offers to purchase machinery from Company B. Company B's authorised manager accepts the offer.

The relevant issue is not simply whether the manager communicated acceptance, but whether the manager possessed the required authority.

Therefore:

Identity → Capacity → Authority → Offer → Acceptance → Consent → Legal effect

22. Importance of Meeting of Minds

The doctrine of meeting of minds prevents a court from treating two fundamentally different intentions as a single agreement.

For example:

A believes he is agreeing to purchase 100 units.

B believes he is agreeing to supply 10 units.

If the disagreement concerns an essential term and there is no legally sufficient basis for resolving it, the required contractual consensus may be absent.

The court therefore examines:

• wording;
• communications;
• conduct;
• commercial circumstances;
• essential terms;
• customary practice; and
• evidence of actual intention.

23. New UAE Civil Transactions Law: Important Changes

The 2025 Civil Transactions Law, effective from 1 June 2026, modernises the formation framework.

Important points include:

A. Offer and acceptance

The new framework expressly addresses the sequence and legal effect of competing offers and modified acceptances.

B. Expired acceptance

An acceptance after expiration of an offer may be treated as a new offer rather than acceptance of the original proposal.

C. Negotiations

The new law expressly regulates pre-contractual negotiations, including the principle that negotiations do not themselves oblige parties to conclude a contract and that bad-faith conduct can generate liability for actual damage under the statutory requirements.

D. Decisive information

The new law introduces rules concerning disclosure of certain decisive information during negotiations, making contractual attempts to exclude or limit specified disclosure duties legally ineffective in the circumstances provided by the law.

These changes make it especially important to distinguish pre-contractual negotiation from completed contractual consent.

24. Practical Examples

Example 1 – Clear acceptance

A offers to sell goods for AED 50,000.

B replies:

"I accept your offer for AED 50,000."

Result: Strong evidence of matching acceptance.

Example 2 – Counter-offer

A offers AED 50,000.

B replies:

"I accept if you reduce the price to AED 45,000."

Result: Modification of an essential term; normally treated as a counter-offer.

Example 3 – Silence

A sends B an offer.

B does nothing.

Result: Silence normally does not constitute acceptance by itself, subject to statutory exceptions and circumstances such as established prior dealings.

Example 4 – Conduct

A orders goods.

B ships the goods.

A accepts delivery and pays.

Result: The parties' conduct may provide strong evidence of mutual consent.

Example 5 – Negotiations

A and B exchange five drafts but continue saying:

"Subject to execution of the final agreement."

Result: The reservation may demonstrate that the parties did not yet intend to be legally bound.

25. Difference Between Offer, Acceptance and Consent

26. Key Principles for Examination

Principle 1

A contract generally requires offer and acceptance expressing mutual intention.

Principle 2

Acceptance must correspond with the offer.

Principle 3

A material modification generally constitutes a counter-offer, not acceptance.

Principle 4

Silence ordinarily does not constitute acceptance, subject to recognised circumstances.

Principle 5

Consent may be expressed through words, writing or conduct.

Principle 6

Negotiations do not necessarily amount to a concluded contract.

Principle 7

The parties must agree on the essential contractual elements.

Principle 8

Electronic communications can provide evidence of offer and acceptance.

Principle 9

Capacity and authority must be considered alongside consent.

Principle 10

Offer and acceptance must be distinguished from preliminary negotiations and invitations to negotiate.

27. Conclusion

The UAE civil-law concept of contractual formation is fundamentally based on mutual consent.

The traditional structure can be remembered as:

Offer → Acceptance → Meeting of Minds → Contract

But the complete legal analysis is broader:

Offer + Matching Acceptance + Genuine Consent + Capacity + Lawful Subject Matter + Required Formalities = Enforceable Contract

The 2025 Civil Transactions Law, effective from 1 June 2026, retains this basic architecture while modernising the rules on offer, acceptance, negotiations and contractual formation.

Important Case-Law List

1. Dubai Court of Cassation, Civil Appeal No. 267/2016 — negotiations versus concluded contract.
2. Dubai Court of Cassation, Commercial Appeal No. 735/2024 — clear offer, acceptance and meeting of minds in arbitration agreement.
3. Michael George Forbes v Robert Kidd [2023] DIFC CFI 081 — consent through words and conduct; silence.
4. Dubai Court of Cassation, Case No. 277/2009 — evidentiary significance of electronic dealings.
5. Dubai Court of Cassation, electronic-contract jurisprudence — offer and acceptance may be established through exchanged electronic messages.
6. Abu Dhabi Court of Cassation, Judgment No. 179/2024 — contractual intention and interpretation.
7. Gjurd v Gizella (DIFC) Ltd [2016] DIFC SCT 081 — contractual certainty and developing commercial communications.

Exam formula:
O + A + C + L = Contract
Offer + Acceptance + Consent + Lawful requirements = Contractual formation.