Civil Law and UAE – Simple Legal Analysis Checklist

A legal analysis checklist is a step-by-step method used to examine a UAE civil-law problem before deciding what legal right, liability or remedy may exist.

The current general UAE civil-law framework is Federal Decree by Law No. 25 of 2025 Promulgating the Civil Transactions Law, which entered into force on 1 June 2026 and repealed the 1985 Civil Transactions Law.

A simple formula is:

FACTS → LAW → RIGHTS/DUTIES → BREACH → EVIDENCE → CAUSATION → JURISDICTION → REMEDY

1. Step One – Identify the Facts

First, separate the important facts from unnecessary information.

Ask:

• Who are the parties?
• What happened?
• When did it happen?
• Where did it happen?
• What agreement exists?
• What payment was made?
• What obligation was allegedly breached?
• What loss occurred?

Example

A hires B to construct a building for AED 2 million.

B receives AED 1 million but stops construction.

Important facts include:

• construction agreement;
• payment;
• work completed;
• reason for stopping;
• contractual deadlines;
• communications;
• resulting loss.

2. Step Two – Identify the Legal Relationship

Determine what kind of legal relationship exists.

It could be:

• contract;
• sale;
• lease;
• loan;
• construction;
• agency;
• employment;
• consumer transaction;
• company/shareholder relationship;
• property relationship;
• tort/civil liability;
• unjust enrichment.

This is important because different relationships may be governed by different legislation.

3. Step Three – Identify the Applicable Law

Ask:

Which law governs this particular dispute?

Potential sources may include:

• Civil Transactions Law;
• Commercial Transactions Law;
• Commercial Companies Law;
• Consumer Protection legislation;
• Labour legislation;
• property legislation;
• evidence legislation;
• procedural legislation;
• arbitration legislation;
• DIFC legislation;
• ADGM legislation;
• contractual provisions.

The UAE's current Civil Transactions Law is Federal Decree by Law No. 25 of 2025.

Important

Do not automatically apply the Civil Transactions Law to every dispute. Special legislation may apply to particular subjects.

4. Step Four – Check Jurisdiction

This is one of the most important parts of the checklist.

Ask:

1. Which court has jurisdiction?
2. Is it a mainland UAE court?
3. Is it a DIFC Court?
4. Is it an ADGM Court?
5. Is there an arbitration agreement?
6. Is there a jurisdiction clause?
7. Is there a foreign court clause?
8. Is there a connection between the dispute and the chosen forum?

Case: Oran & Oaken v Oved [2025] DIFC CA 004

The DIFC Court of Appeal dealt with a dispute involving arbitration, an anti-suit injunction and an objection to DIFC jurisdiction. The Court ultimately allowed the appeals and upheld the jurisdictional objection.

Lesson

Never assume that because a dispute has some connection with Dubai, every Dubai court automatically has jurisdiction.

5. Step Five – Identify the Legal Right

After determining the applicable law, identify the exact right being claimed.

Examples:

• right to payment;
• right to delivery;
• right to possession;
• right to compensation;
• right to terminate;
• right to performance;
• shareholder right;
• consumer right;
• contractual right.

Example

If A lends AED 100,000 to B:

A's right = repayment

B's duty = repayment

6. Step Six – Identify the Legal Duty

Next ask:

What was the other party legally required to do?

The duty may come from:

• contract;
• legislation;
• property relationship;
• civil-liability rules;
• fiduciary relationship;
• another legal obligation.

Example

In a sale:

Seller → duty to deliver

Buyer → duty to pay

The analysis becomes easier once the corresponding rights and duties are identified.

7. Step Seven – Check Whether a Breach Occurred

Ask:

• Was the obligation performed?
• Was it performed late?
• Was performance defective?
• Was performance completely absent?
• Was the failure legally excused?
• Did the contract permit the conduct?

Common breaches

8. Step Eight – Check Contract Interpretation

If the dispute involves a contract, read the entire agreement.

Check:

• definitions;
• obligations;
• payment terms;
• conditions;
• warranties;
• termination;
• penalties;
• limitation of liability;
• governing law;
• jurisdiction;
• arbitration;
• notices.

Case: Dimension B+ Ltd v Saleh Abdelkarim Hussain Abdelrahman Almaazmi [2024] DIFC CFI 094

This DIFC dispute involved contractual and jurisdictional issues and ultimately resulted in orders concerning transfer of shares and associated documents. The case illustrates why the precise contractual and transactional documents must be examined rather than relying on a general description of the transaction.

Lesson

Read the actual document, not merely what a party says the document means.

9. Step Nine – Check Evidence

A legal analysis should always ask:

How will this fact be proved?

Possible evidence includes:

• contracts;
• invoices;
• bank statements;
• receipts;
• emails;
• WhatsApp/business messages;
• photographs;
• expert reports;
• accounting records;
• delivery records;
• official documents.

Evidence checklist

Claim → supporting document → authenticity → relevance → admissibility

10. Step Ten – Identify the Correct Party

Ask:

• Who entered the contract?
• Who suffered the loss?
• Who owns the property?
• Who owes the debt?
• Who has the legal right to sue?
• Is the claimant acting personally or for a company?

This is particularly important in company disputes.

Case: Shihab Khalil v Shuaa Capital PSC [2009] DIFC CFI 017

The DIFC Court considered a claim involving alleged breach of duty, fiduciary duty and contract. The case demonstrates the importance of identifying the legal basis of a claim and the proper relationship between an individual claimant and a corporate defendant.

Lesson

Identify the person or entity that legally owns the claim.

11. Step Eleven – Check Corporate Personality

Where a company is involved, ask:

• Is the company a separate legal person?
• Is the claimant a shareholder?
• Is the loss suffered by the company?
• Is the shareholder personally injured?
• Is there a derivative or other appropriate corporate claim?

Case: Kaamil v Kaawa & Others [2021] DIFC CFI 032

The DIFC Court dealt with jurisdictional and corporate issues in a dispute involving shareholder and company-related claims.

Simple lesson

Company property and shareholder property are not automatically the same thing.

12. Step Twelve – Check Misrepresentation or Fraud

Ask whether one party made an important false statement.

Check:

• What was said?
• Who said it?
• Was it false?
• Was it relied upon?
• Did it influence the transaction?
• What damage resulted?
• Is there documentary evidence?

Case: Obie v Osric [2025] DIFC CFI 095

The underlying dispute concerned representations about professional status and qualifications. The first-instance judgment granted relief including rescission and repayment, while the later appeal clarified that the finding of fraud itself was not sustainable but that the relief could stand on other findings.

Lesson

Legal analysis must distinguish between fraud, misrepresentation, negligence and other possible legal bases instead of treating them as identical.

13. Step Thirteen – Check Causation

A claimant must consider whether the defendant's conduct actually caused the claimed loss.

Simple formula

Conduct → Cause → Damage

Example

A contractor delays construction by 30 days.

The claimant cannot simply assume that every loss occurring during those 30 days was legally caused by the contractor.

The analysis may require examination of:

• contractual responsibility;
• actual delay;
• other causes;
• evidence;
• mitigation;
• contractual limitations.

14. Step Fourteen – Check Damage

Identify exactly what was lost.

Possible categories may include:

• unpaid money;
• repair costs;
• property damage;
• additional expenses;
• contractual losses;
• other legally recoverable damage.

A claim should not simply state:

"I suffered a lot of loss."

It should explain:

What loss? How much? How was it caused? What evidence proves it?

15. Step Fifteen – Check Defences

Do not analyse only the claimant's case.

Ask what the defendant may argue.

Common issues include:

• payment;
• performance;
• lack of jurisdiction;
• limitation;
• waiver;
• settlement;
• force majeure;
• impossibility;
• contributory conduct;
• lack of causation;
• lack of evidence;
• contractual exclusion;
• lack of standing.

Example

A claims AED 500,000 from B.

B produces a signed settlement showing that A accepted AED 300,000 as full settlement.

The settlement must therefore be analysed before simply concluding that AED 500,000 is payable.

16. Step Sixteen – Check Limitation and Deadlines

Always ask:

• When did the cause of action arise?
• What limitation period applies?
• Was a claim filed on time?
• Was notice required?
• Was an appeal filed within time?
• Does a special statute provide a different deadline?

Different types of UAE claims may have different limitation rules.

Simple rule

Never analyse the merits of a claim without checking whether it is still legally actionable.

17. Step Seventeen – Check the Available Remedy

After establishing liability, ask:

What does the claimant actually want the court to do?

Possible remedies include:

A. Payment

Recovery of an unpaid debt.

B. Compensation

Financial recovery for legally recognised damage.

C. Performance

Ordering performance of an obligation where legally available.

D. Termination/rescission

Ending the contractual relationship under the applicable requirements.

E. Restitution

Returning money or property where legally required.

F. Protective/interim relief

Orders designed to preserve rights or assets while proceedings continue, where the legal requirements are satisfied.

18. Step Eighteen – Check Enforcement

Winning a judgment is not necessarily the final practical step.

Ask:

• Does the defendant have assets?
• Where are the assets?
• Is execution required?
• Is the judgment final?
• Is a foreign judgment involved?
• Is recognition required?
• Are interim enforcement measures available?

Case: DNB Bank ASA v Gulf Eyadah Corporation & Gulf Navigation Holding PJSC [2015] DIFC CA 007

The DIFC Court of Appeal considered recognition and enforcement of an English judgment for approximately USD 8.7 million plus costs. The case is an important example of the distinction between obtaining a foreign judgment and enforcing it through a UAE judicial framework.

Lesson

A judgment is useful only if the legal system provides a route to enforce it.

19. Step Nineteen – Check Settlement Possibilities

Before or during litigation, consider:

• negotiation;
• mediation;
• settlement agreement;
• payment plan;
• withdrawal of claims;
• arbitration settlement where appropriate.

Settlement can sometimes resolve the dispute without a full trial.

But the settlement document itself should be carefully drafted.

20. Step Twenty – Final Legal Analysis

After completing the checklist, prepare the conclusion using this structure:

Issue

What legal question must be answered?

Rule

What legislation or legal principle applies?

Application

How do the facts fit the rule?

Evidence

What proves the relevant facts?

Counterargument

What is the strongest defence?

Remedy

What legal relief may be available?

Conclusion

What is the resulting legal position, subject to the court's determination?

21. Six Important Case Laws – Quick Table

Jurisdiction note: These are DIFC Court authorities. They are useful UAE-related authorities for legal analysis, but they should not be described as binding precedents of the mainland UAE courts. Mainland UAE disputes must be analysed under the applicable federal/emirate legislation and relevant mainland judicial decisions.

22. One-Page UAE Legal Analysis Checklist

FACTS

☐ Who are the parties?
☐ What happened?
☐ When did it happen?
☐ Where did it happen?

LAW

☐ What legal relationship exists?
☐ Which legislation applies?
☐ Is there special legislation?

CONTRACT

☐ Is there a written agreement?
☐ What are the obligations?
☐ What are the termination provisions?
☐ What are the governing-law and jurisdiction clauses?

BREACH

☐ What duty was breached?
☐ Was there complete or partial breach?
☐ Is there a legal excuse?

EVIDENCE

☐ Contract?
☐ Payment records?
☐ Emails/messages?
☐ Expert evidence?
☐ Official documents?

LIABILITY

☐ Duty?
☐ Breach?
☐ Damage?
☐ Causation?

DEFENCE

☐ Payment?
☐ Settlement?
☐ Limitation?
☐ Force majeure?
☐ Lack of jurisdiction?
☐ Lack of evidence?

PROCEDURE

☐ Correct court?
☐ Arbitration?
☐ Notice requirement?
☐ Filing deadline?
☐ Limitation period?

REMEDY

☐ Payment?
☐ Compensation?
☐ Performance?
☐ Termination?
☐ Restitution?
☐ Interim relief?

ENFORCEMENT

☐ Final judgment?
☐ Assets identified?
☐ Execution available?
☐ Foreign judgment recognition required?

Exam-Ready Conclusion

A UAE civil-law legal analysis checklist provides a systematic method for examining a dispute. The analyst should first establish the facts and legal relationship, identify the applicable law and jurisdiction, determine the parties' rights and duties, examine breach, evidence, causation and damage, consider the defences, and finally identify the appropriate remedy and enforcement mechanism.

Easy formula to remember:

F → L → R → B → E → C → D → J → R → E

Facts → Law → Rights → Breach → Evidence → Causation → Damage → Jurisdiction → Remedy → Enforcement.