Civil Law and UAE – Simple Offer and Acceptance Idea

1. Introduction

Offer and acceptance are the basic building blocks of a contract. In simple terms, one party proposes to enter into a contract on sufficiently definite terms, and the other party accepts that proposal in a legally effective manner.

Under the current UAE Civil Transactions Law, Federal Decree by Law No. 25 of 2025, which came into force on 1 June 2026, a contract is formed through the concurrence of an offer and acceptance producing legal effects between the parties. The new law replaced the former 1985 Civil Transactions Law. (Alrowaad)

Simple formula

Offer + Acceptance + Mutual Consent + Required Legal Conditions = Contract

2. Meaning of an Offer

An offer is a sufficiently definite expression of willingness to enter into a contract on specified terms, showing that the offeror intends to become legally bound if the offer is accepted.

For example:

“I will sell you my car for AED 50,000, payment to be made on delivery.”

This can constitute an offer if the circumstances demonstrate an intention to contract.

An advertisement, price list, invitation to negotiate, or preliminary discussion will not necessarily constitute an offer.

3. Meaning of Acceptance

Acceptance is the expression of agreement by the person to whom the offer is made.

Example:

A says:

“I will sell the machine for AED 100,000.”

B says:

“I accept.”

If the other legal requirements are satisfied, the contract may be formed.

The important question is whether the acceptance corresponds sufficiently with the offer.

4. Current UAE Law: Contract Formation

Article 113 of the 2025 Civil Transactions Law defines a contract as the binding concurrence of an offer and acceptance and their agreement in a manner producing legal effects concerning the subject matter. Article 117 recognises consensual contracts, which are concluded merely through the exchange of consent, unless the law requires a particular form. (LEXAI)

This means that signing a formal document is not always necessary.

Depending on the transaction, agreement may be demonstrated through:

spoken words;

written communications;

email;

electronic communications;

conduct;

customary methods; or

other conduct clearly demonstrating mutual consent.

The current law also recognises consent expressed through conduct and, in specified circumstances, silence. (Legal 500)

5. Elements of Offer and Acceptance

A. Clear Offer

The proposal should be sufficiently clear.

It should normally identify the essential features of the proposed transaction.

For example:

“I agree to sell 1,000 units at AED 100 per unit.”

is much clearer than:

“I might sell some products at a suitable price.”

B. Intention to Be Bound

The offer must demonstrate an intention to enter into a legally binding transaction.

A statement such as:

“We are considering selling the property for approximately AED 5 million”

may be merely preliminary negotiation.

C. Acceptance

The offeree must communicate agreement in an effective manner.

Acceptance may occur through:

words;

writing;

signature;

electronic communication;

conduct; or

other legally recognised means.

6. Acceptance Must Generally Correspond With the Offer

Suppose A offers:

“I will sell 100 computers for AED 200,000.”

B replies:

“I accept, but only if you reduce the price to AED 180,000.”

This is generally not an unconditional acceptance.

It introduces a new term and therefore operates as a counter-offer.

The current UAE Civil Transactions Law expressly provides that acceptance containing additions, restrictions or modifications to the offer constitutes a rejection accompanied by a new offer. (LEXAI)

Formula

Offer → Modified response → Counter-offer

7. Acceptance After Expiry of Offer

An offer cannot necessarily remain open indefinitely.

Under the current law, acceptance after expiration of an offer does not conclude the contract; it is treated as a new offer. The law also addresses withdrawal, rejection, expiration of specified acceptance periods and other circumstances causing an offer to lapse. (LEXAI)

Example

A says:

“This offer remains open until 30 September.”

B accepts on 5 October.

The acceptance may be too late to create the original contract.

8. Revocation of Offer

The current UAE law recognises circumstances in which an offer may lapse or be withdrawn.

Where an acceptance period has been specified, the offeror is generally required to keep the offer open until that period expires. Where no period is specified, the appropriate period can be determined by the circumstances, nature of the transaction and commercial custom. (LEXAI)

9. Silence as Acceptance

A very important principle is:

Silence does not ordinarily mean acceptance.

However, UAE civil law recognises circumstances in which silence can amount to acceptance, particularly where:

there has been a previous course of dealing between the parties and the new offer relates to that dealing; or

the offer is made exclusively for the benefit of the person receiving it.

The current law contains this principle expressly. (LEXAI)

Example

A and B have regularly dealt with each other under an established ordering arrangement.

A sends B an offer relating to their established dealings, and B remains silent in circumstances where the law treats that silence as acceptance.

The result may differ from an ordinary first-time transaction.

10. Acceptance by Conduct

Acceptance does not always require the words:

“I accept.”

Conduct can demonstrate consent.

Example

A sends B an offer to provide goods at a stated price.

B responds by:

instructing A to deliver the goods;

accepting delivery;

making the agreed payment; or

otherwise acting clearly in accordance with the offer.

Such conduct may provide evidence of acceptance.

11. Electronic Offer and Acceptance

Modern contracting frequently occurs through:

email;

websites;

electronic platforms;

electronic signatures;

mobile applications;

online purchasing systems; and

business messaging systems.

The underlying question remains:

Did the electronic communications or conduct objectively demonstrate legally sufficient mutual consent?

Therefore, businesses should preserve:

emails;

quotations;

purchase orders;

acceptance emails;

electronic signatures;

platform records;

invoices;

payment records; and

relevant WhatsApp or other business communications.

12. Offer vs Invitation to Treat

This distinction is important.

Offer

A sufficiently definite proposal intended to become binding upon acceptance.

Invitation to negotiate

A communication inviting another person to make an offer or begin discussions.

Example

A shop displays:

“Laptop – AED 3,000.”

Depending on the circumstances and applicable law, this may be an invitation to purchase rather than a final contractual offer.

Similarly:

“We are considering selling our building for approximately AED 20 million.”

may be preliminary negotiation rather than an offer.

13. Preliminary Negotiations

Not every discussion creates a contract.

Parties may negotiate:

price;

quantity;

delivery;

warranties;

payment;

termination;

security;

governing law; and

other terms.

A contract arises only when the parties reach the required level of agreement and legal requirements for formation are satisfied.

The 2025 Civil Transactions Law is particularly significant because it expressly addresses pre-contractual negotiations and good faith, making the distinction between negotiations and completed contractual formation important in modern UAE practice. (Hadeed Partners)

14. Intention, Certainty and Consent

Offer and acceptance should not be analysed in isolation.

A court may also consider:

1. Mutual consent

Did both parties genuinely express agreement?

2. Subject matter

Is the subject of the contract sufficiently identified?

3. Lawful purpose

Is the transaction legally permissible?

4. Capacity

Did the parties have legal capacity?

5. Required form

Does the particular transaction require a special form?

6. Authority

Did the person making the offer or acceptance have authority to bind the company?

15. Important Case Laws

Because the new 2025 Civil Transactions Law only became effective on 1 June 2026, many reported UAE judgments concerning offer and acceptance were decided under the previous Civil Transactions Law. They remain useful for understanding established UAE contractual principles, but their old statutory article numbers should not simply be substituted for the corresponding provisions of the new law. (Law Gratis)

The following authorities are particularly useful.

Case 1 – Michael George Forbes v Robert Kidd [2023] DIFC CFI 081

This is particularly valuable because the DIFC Court considered UAE mainland civil-law principles concerning contractual consent.

The court considered the former Civil Transactions Law provisions concerning:

mutual consent;

offer and acceptance;

conduct;

implied acceptance; and

silence.

The court explained that mutual consent could be demonstrated through conduct where the circumstances clearly showed agreement. It also considered the limited circumstances in which silence can amount to acceptance. (DIFC Courts)

Principle

Contractual consent can be demonstrated through conduct, and formal written acceptance is not always essential.

16. Case 2 – Nour v Naoyuki [2024] DIFC SCT 239

The dispute concerned an employment offer letter.

The DIFC Court applied Articles 14 and 15 of the DIFC Contract Law, under which:

a contract is concluded by acceptance of an offer; and

an offer must be sufficiently definite and indicate an intention to be bound upon acceptance.

The employee signed and returned the offer letter, and the court found the requirements for a binding employment contract satisfied. (DIFC Courts)

Principle

A sufficiently definite offer can become a binding contract when validly accepted, even where the formal performance of the relationship is scheduled for a later date.

17. Case 3 – Hades Property & Infrastructure Consultants LLC v Hadassah Real Estate LLC [2016] DIFC SCT 094

The dispute directly concerned the question of when a contract was formed.

The court examined:

whether an offer existed;

whether it was sufficiently definite;

whether a signed amended document amounted to a counter-offer; and

whether subsequent conduct amounted to acceptance.

The court recognised that acceptance can occur through conduct and that an amended proposal may itself operate as a counter-offer. (DIFC Courts)

Principle

The court examines the actual communications and conduct to determine which proposal was the offer and whether it was accepted.

18. Case 4 – Gjurd v Gizella (DIFC) Limited [2016] DIFC SCT 081

The court considered whether the parties had formed a contract through email communications.

An earlier set of indicative terms was not sufficiently complete. A later email contained sufficiently definite terms, and the claimant expressly accepted them.

The court therefore identified the later communication as the operative offer and the subsequent response as acceptance. (DIFC Courts)

Principle

A preliminary communication may not constitute an offer if essential terms remain incomplete; a later sufficiently definite communication can become the operative offer.

19. Case 5 – Hagen v Hannie [2017] DIFC SCT 021

The dispute concerned legal services and an exchange of emails.

One party sent an email containing the proposed:

scope of work; and

professional fees.

The other party responded asking the lawyer to proceed and arrange the engagement.

The court found that the communications and subsequent conduct demonstrated acceptance even though there was no formally signed engagement contract at that stage. (DIFC Courts)

Principle

An agreement can arise from email communications and subsequent conduct; the absence of a formally signed document does not automatically mean there is no contract.

20. Case 6 – Fayez v Farzin FZE [2015] DIFC SCT 006

The court considered a contractual proposal containing sufficiently definite criteria and scope.

The alleged acceptance occurred through conduct, including:

issuing a power of attorney;

participating in proceedings; and

making an initial payment.

The court treated these actions as evidence of acceptance. (DIFC Courts)

Principle

Conduct may objectively demonstrate acceptance of an offer.

21. Case 7 – Freek v Fulvia [2015] DIFC SCT 080

The dispute concerned a quotation for the supply of flowers.

The court held that the quotation was sufficiently definite and demonstrated an intention to be bound. The defendant's conduct in requesting and receiving supplies supported acceptance. (DIFC Courts)

Principle

A commercial quotation can constitute an offer where its terms are sufficiently definite and the circumstances demonstrate an intention to contract.

22. Case 8 – Youssef Issa Ward v DAMAC Park Towers Company Limited [2014] DIFC CFI 001

The case concerned an office-unit reservation agreement.

The court held that the reservation agreement constituted a valid and binding contract under the applicable DIFC Contract Law because it sufficiently indicated an intention to be bound and was accepted by signature. (DIFC Courts)

Principle

A document called a “reservation agreement” can still create a binding contract where its wording and circumstances demonstrate contractual intention.

23. Case 9 – Taaleem P.J.S.C. v National Bonds Corporation P.J.S.C. & Deyaar Development P.J.S.C. [2010] DIFC CFI 014

The DIFC Court considered offer, acceptance and contractual formation.

It noted that acceptance may be demonstrated through conduct and considered circumstances in which parties leave certain matters for later agreement without necessarily preventing a contract from coming into existence. The judgment also discussed objective assessment of what the parties communicated. (DIFC Courts)

Principle

Contract formation is assessed objectively from the parties' communications and conduct, rather than simply from their later subjective statements about what they intended.

24. Case-Law Revision Table

These are predominantly DIFC authorities. They should not be presented as binding precedents of the mainland UAE courts. Their value for this topic is that they provide detailed judicial treatment of offer, acceptance, mutual consent and contractual formation in UAE-based specialist commercial litigation.

25. Counter-Offer

A counter-offer is different from acceptance.

Example

A: “I sell 500 units for AED 500,000.”

B: “I accept if you reduce the price to AED 450,000.”

B has not simply accepted.

B has made a counter-offer.

The current UAE Civil Transactions Law expressly recognises this consequence where acceptance adds, restricts or modifies the original offer. (LEXAI)

26. Acceptance Through Email

Suppose:

Seller:
“Please confirm whether you accept the attached quotation for AED 250,000.”

Buyer:
“We confirm our acceptance of the quotation. Please proceed with delivery.”

This may constitute acceptance if:

the quotation is sufficiently definite;

the sender has authority;

the communication reaches the offeror;

no material modification is introduced; and

no required formalities are missing.

The Hagen v Hannie and Gjurd v Gizella decisions demonstrate the importance of analysing email exchanges as a whole rather than looking only for the words “I accept.” (DIFC Courts)

27. Acceptance Through Performance

Consider:

A: “I will supply 1,000 flowers at AED 10 each.”

B: Immediately begins ordering the flowers under those terms.

B's conduct may demonstrate acceptance.

This is illustrated by Freek v Fulvia, where conduct concerning the requested supply was important to the court's analysis. (DIFC Courts)

28. Offer and Acceptance in Business Transactions

Companies should be particularly careful because employees may send:

quotations;

purchase orders;

acceptance letters;

emails;

amendments;

payment instructions.

The question can become:

Did the employee have authority to bind the company?

Therefore, corporate contracting procedures should identify:

authorised signatories;

approval limits;

purchase-order requirements;

electronic approval procedures;

delegation of authority; and

circumstances requiring board approval.

29. Offer and Acceptance in Online Contracts

Modern UAE contracting makes offer and acceptance particularly important for:

e-commerce;

SaaS contracts;

online subscriptions;

digital marketplaces;

electronic procurement;

mobile applications;

automated trading;

click-wrap agreements.

A simple “I agree” button can be evidence of acceptance, but the legal analysis still depends on the applicable legislation, terms presented to the user, authority, consent and the circumstances of the transaction.

30. Offer and Acceptance vs Negotiation

31. Practical Problem Question

Facts

Company A emails Company B:

“We will supply 10,000 units at AED 20 each, delivery by 30 October.”

Company B replies:

“We agree, but delivery must be by 15 October.”

Analysis

Step 1: A's email may constitute an offer.

Step 2: B did not accept the offer exactly as made.

Step 3: B changed the delivery term.

Step 4: Under the current UAE law, an acceptance that modifies the offer is treated as a rejection accompanied by a new offer. (LEXAI)

Conclusion: B's response should be analysed as a counter-offer, not an unconditional acceptance.

32. Simple Legal Checklist

When deciding whether a contract was formed, ask:

Offer

Was there a proposal?

Was it sufficiently definite?

Was there intention to be bound?

Acceptance

Was the offer accepted?

Was acceptance communicated?

Was acceptance within the required period?

Did acceptance modify the offer?

Consent

Did the parties objectively agree?

Was acceptance expressed through words, writing or conduct?

Other requirements

Did the parties have capacity?

Was the subject matter lawful?

Was the person authorised?

Was any special form required?

Evidence

Emails?

WhatsApp/business messages?

Quotations?

Purchase orders?

Signed documents?

Electronic records?

Payments?

Delivery?

Conduct?

33. Important Current-Law Point

For contracts formed or legal effects arising under the current regime from 1 June 2026, the starting statutory reference should be the 2025 Civil Transactions Law, not the repealed 1985 Civil Transactions Law. Older judgments can still be useful, but their old article numbers must be treated historically and not automatically assumed to correspond to the new numbering. (Law Gratis)

This is particularly important in an exam or legal opinion because many older UAE cases discuss offer and acceptance under the former Civil Transactions Law.

34. Exam-Ready Conclusion

Offer and acceptance are fundamental to contract formation under UAE civil law. The current Civil Transactions Law defines a contract through the concurrence of offer and acceptance and recognises various forms of expressing consent, including words, writing and conduct. An offer should be sufficiently clear, while acceptance should correspond with the offer. A response that materially adds to, restricts or modifies the offer may constitute a counter-offer rather than acceptance. Silence is generally insufficient but can constitute acceptance in legally recognised circumstances. (LEXAI)

Quick revision formula

Definite Offer → Valid Acceptance → Mutual Consent → Lawful Subject Matter → Required Formalities → Binding Contract

Most important cases to remember:
Forbes v Kidd – consent by conduct; Nour v Naoyuki – offer and acceptance; Hades v Hadassah – counter-offer; Gjurd v Gizella – email formation; Hagen v Hannie – acceptance by email/conduct; Fayez v Farzin – acceptance by conduct; Freek v Fulvia – quotation as offer; Ward v DAMAC – reservation agreement; Taaleem v National Bonds – objective contractual formation.