Civil Law and UAE: Specific Performance Cases

1. Meaning of Specific Performance

Specific performance means compelling the debtor to perform the exact obligation promised under the contract instead of merely paying money as compensation.

For example:

A seller agrees to transfer a particular property but refuses → the buyer may seek an order requiring transfer.

A contractor agrees to repair defective work but refuses → the court may require the agreed work to be completed or remedied.

A party agrees to execute documents necessary for registration → the court may, where legally possible, order the required act.

A party agrees to deliver a particular thing → the court may require delivery of that thing.

Therefore:

Specific performance = actual performance of the contractual obligation.

It differs from damages, where the claimant receives money instead of the promised performance.

2. Current UAE Legal Framework

The present governing legislation is the Federal Decree-Law No. 25 of 2025 Promulgating the Civil Transactions Law, which entered into force on 1 June 2026 and replaced the previous 1985 Civil Transactions Law.

The principal provisions are Articles 331–338.

Article 331 — General rule

Article 331 provides that, after the debtor has been put in default, the debtor is compelled to perform the obligation specifically whenever specific performance is possible.

However, if specific performance would be excessively burdensome for the debtor, the court may, at the debtor's request, restrict the creditor to monetary compensation where doing so does not cause substantial prejudice to the creditor.

This establishes an important principle:

Specific performance is the primary remedy where actual performance remains possible, but it is not absolutely automatic.

3. Conditions for Specific Performance

A claimant normally needs to establish:

1. Valid obligation

There must be a legally enforceable obligation.

2. Breach or non-performance

The debtor must have failed to perform the obligation.

3. Default/notice

Article 331 generally requires the debtor to be put in default before compulsory specific performance.

4. Possibility of performance

The obligation must still be capable of actual performance.

5. Sufficiently identifiable obligation

The court must be able to determine what the debtor is required to do.

6. No overriding legal obstacle

Specific performance cannot be ordered where performance would violate mandatory law, public order, property-registration requirements or another legal prohibition.

4. Notice to the Debtor

Putting the debtor in default is important because Article 331 expressly begins with the debtor being put in default.

However, the current Civil Transactions Law contains exceptions.

Article 338 provides circumstances in which notice is unnecessary, including where:

performance has become impossible or futile because of the debtor's conduct;

the obligation concerns compensation arising from an unlawful act;

the debtor received a thing without right in circumstances specified by the law; or

the debtor declares in writing that they do not intend to perform.

Therefore, a claimant should normally prove that proper notice/default occurred, unless an exception applies.

5. Specific Performance Versus Damages

The basic structure is:

Possible performance → Specific performance

Impossible performance → Compensation

Article 336 provides that where specific performance becomes impossible, the debtor may be ordered to pay compensation, unless the impossibility resulted from an external cause beyond the debtor's control. The same principle applies to delay or defective performance.

Thus:

Possibility of performance is one of the most important questions in a specific-performance claim.

6. Excessively Burdensome Performance

Article 331 introduces an important limitation.

Even where performance is technically possible, the debtor may argue that it is excessively burdensome.

The court can, upon the debtor's request, limit the creditor to monetary compensation provided that the creditor does not suffer substantial prejudice.

This creates a balancing exercise:

Creditor's interest in actual performance

versus

Debtor's burden of actual performance

The court therefore examines the practical consequences of enforcing the obligation.

7. Personal Obligations

Article 332 deals with obligations involving an act by the debtor personally.

Where the nature of the obligation or the agreement requires personal performance, the creditor may refuse performance by another person.

If the debtor fails to perform, the creditor may request judicial authorization for the act to be performed at the debtor's expense. In cases of necessity, the creditor may also perform without prior authorization.

Where the nature of the obligation permits it, the court's judgment itself may take the place of performance.

This is especially important for obligations involving:

signing documents;

executing transfers;

completing formalities;

correcting defects;

delivering specified property.

8. Specific Performance and Court Judgment

One of the important features of UAE civil law is that the court is not always required to physically force a person to perform.

Where the nature of the obligation permits the judgment to substitute for the debtor's act, the judgment can take the place of performance.

This protects the creditor while avoiding unnecessary physical coercion against the debtor.

9. Specific Performance and Compensation Together

Specific performance does not necessarily exclude damages.

Article 333 provides that after specific performance has been effected, or where the debtor persists in refusing performance, the court determines compensation taking into account:

the damage suffered by the creditor; and

the debtor's obstinate refusal to perform.

Therefore:

Specific performance + consequential compensation

may sometimes coexist.

The claimant should nevertheless formulate the relief carefully to avoid double recovery.

10. Specific Performance in Property Transactions

Specific performance is particularly significant in property disputes.

A purchaser may seek:

transfer of ownership;

execution of transfer documents;

registration;

delivery of the property;

removal of an obstruction to registration.

However, the court must consider whether the transfer is legally and practically capable of being completed.

This is especially important because property ownership and registration are subject to mandatory real-estate legislation.

11. Case Law 1 — VTJ Limited v Mohammed Ammar Al Hassan

VTJ Limited v Mohammed Ammar Al Hassan [2018] DIFC CA 009

This is an important UAE/DIFC property-specific-performance decision.

The dispute concerned a residential unit in the DIFC. The claimant sought specific performance of an agreement relating to the transfer of the property.

The DIFC Court of Appeal stated that, in a contract for the sale of real property, there is a strong basis for specific performance where the defendant has breached an obligation to complete the sale.

The Court ultimately ordered specific performance and directed the necessary steps for transfer of the unit and registration.

Principle

Where a valid property sale exists and transfer is legally possible, specific performance can be an appropriate remedy for refusal to complete the transaction.

Importance

This case demonstrates the special importance of specific performance in property transactions.

12. Case Law 2 — Salem Dwela v Damac Park Towers

Salem Dwela v Damac Park Towers Company Limited [2018] DIFC CFI 083

The dispute involved a sale-and-purchase agreement concerning a DIFC property.

The defendant sought specific performance requiring completion of the handover of the unit.

The Court ultimately required the claimant to take the necessary steps under the SPA to take possession and cooperate in signing the required documentation.

Principle

Specific performance may require a party not merely to pay money but to:

cooperate;

sign necessary documents;

complete contractual procedures; and

take possession.

Importance

The case illustrates that specific performance can operate as a positive obligation to complete a contractual transaction.

13. Case Law 3 — Dimension B+ Ltd v Almaazmi

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

This case concerned a nominee agreement involving shares.

The DIFC Court considered Articles 38 and 39 of the DIFC Law of Damages and Remedies, under which the Court may grant mandatory injunctions and specific performance.

The Court found the written nominee agreement binding and granted relief requiring performance of the contractual arrangement.

Principle

A valid and sufficiently certain written agreement can support a specific-performance or mandatory-injunction remedy.

Importance

The case shows that specific performance is not limited to land transactions. It can also operate in:

shareholder disputes;

nominee arrangements;

corporate obligations; and

contractual transfer obligations.

14. Case Law 4 — IGPL General Trading LLC v Hortin Holdings

IGPL General Trading LLC v Hortin Holdings Limited & Others [2021] DIFC CA 013 and CA 015

The claimant sought specific performance of agreements concerning properties in London.

The DIFC Court considered specific performance under the applicable English law and the DIFC remedies framework.

The case demonstrates that a claim for specific performance requires the underlying agreement to be legally binding and enforceable, including the authority of the persons who purported to enter into it.

Principle

A court cannot specifically enforce an agreement unless the claimant establishes an enforceable contractual obligation.

Importance

This is important when the defendant challenges:

authority;

formation;

validity;

contractual capacity; or

the binding character of the agreement.

15. Case Law 5 — LXT Real Estate Broker LLC v SIR Real Estate LLC

LXT Real Estate Broker LLC v SIR Real Estate LLC [2023] DIFC CFI 050

The claim involved contractual obligations and a request for interim relief connected with specific performance.

The Court referred to the DIFC statutory test under Article 39 of the DIFC Law of Damages and Remedies:

the obligation or subject matter must be sufficiently specific; and

damages must be unquantifiable or insufficient.

The Court considered whether there was a real prospect of obtaining specific performance and whether damages would provide an adequate remedy.

Principle

Specific performance is not granted merely because a contract has been breached.

The court must consider:

specificity + adequacy of damages + practical enforceability.

Importance

This case is particularly useful for explaining the difference between final specific performance and interim injunctive relief.

16. Case Law 6 — Emirates NBD Bank v Advanced Facilities Management

Emirates NBD Bank PJSC & Others v Advanced Facilities Management LLC & Others, DIFC CFI 065/2020

The DIFC Court entered immediate judgment for specific performance of contractual obligations relating to security documentation.

The defendant was required to:

execute a mortgage;

register the mortgage with the Dubai Land Department; and

complete the relevant perfection requirements.

Principle

Specific performance can require a contracting party to perform a series of concrete acts necessary to give contractual security its intended legal effect.

Importance

This is particularly relevant to:

banking transactions;

mortgages;

security documents;

registration obligations; and

commercial contracts.

17. Case Law 7 — BAM Higgs & Hill LLC v Affan Innovative Structures LLC

BAM Higgs & Hill LLC v Affan Innovative Structures LLC & Amer Affan [2021] DIFC CFI 106

This case discussed the UAE Civil Code provisions concerning specific performance and compensation, including the former Articles 385 and 386.

The judgment recognized the distinction between specific performance and compensation where actual performance becomes impossible.

It also discussed Dubai Court of Cassation authorities concerning contractual obligations and construction performance.

Principle

Where performance remains possible, actual performance remains an important remedy; where performance becomes impossible, the legal response can move toward compensation.

Importance

This case is useful for construction contracts and defective performance.

18. Case Law 8 — Dubai Court of Cassation, Case No. 77 of 2011

Dubai Court of Cassation, Case No. 77 of 2011

This authority is discussed in UAE construction-law jurisprudence concerning contractual works and defective performance.

The principle reflected in the reported discussion is that, where defective contractual works can be remedied, the owner may require compliance with the contractual obligations and, subject to the circumstances, may seek completion or correction of the works.

The authority also illustrates the relationship between actual performance, substitute performance and other contractual remedies.

Principle

A contractor's defective performance does not automatically reduce the owner's remedy to damages.

Where contractual performance can still be achieved or defects remedied, actual performance may remain relevant.

19. Case Law 9 — Dubai Court of Cassation, Case No. 33 of 2019

Dubai Court of Cassation, Case No. 33 of 2019

The case is cited in UAE jurisprudence for the general principle that contractual liability requires:

breach;

damage; and

causal connection.

The principle was discussed in the context of specific performance and compensation in BAM Higgs & Hill.

Principle

A claimant seeking additional compensation connected with non-performance must establish the legally relevant elements of liability.

Importance

It demonstrates that specific performance and damages are separate but interconnected remedies.

20. Case Law 10 — Specific Performance and Impossibility

UAE judicial practice also recognizes that a court cannot order genuinely impossible performance.

The UAE jurisprudence cited in Dubai Court of Cassation Case No. 33/2009 illustrates the principle that where contractual performance has become impossible, termination with compensation may be appropriate instead of compelling an impossible act.

Principle

The court cannot effectively order a party to perform an obligation that has become objectively impossible.

This principle corresponds with the current Article 336 framework.

21. Specific Performance of Sale of Immovable Property

Property transactions deserve special attention.

A purchaser may ask the court to compel the seller to:

complete the sale;

execute transfer documents;

deliver the property;

cooperate with registration;

remove obstacles to completion.

The court will nevertheless examine whether:

the contract is valid;

the property is identifiable;

the seller has an obligation to transfer;

the buyer has performed or is ready to perform reciprocal obligations;

the transfer is legally possible; and

registration can lawfully occur.

The VTJ case is particularly useful because the DIFC Court actually ordered transfer and registration-related relief.

22. Specific Performance and Reciprocal Obligations

Specific performance is normally connected with the claimant's own performance.

For example:

Seller: transfer property
Buyer: pay price

The buyer cannot ordinarily insist upon transfer while completely ignoring the buyer's own contractual obligation to pay.

Therefore, the court may structure its order so that:

payment and transfer occur simultaneously or in accordance with the contract.

This protects contractual reciprocity.

23. Specific Performance of Construction Contracts

Construction disputes frequently involve:

incomplete works;

defective works;

failure to repair;

failure to comply with specifications;

failure to deliver;

failure to obtain approvals.

Possible remedies include:

repair → completion → substitute performance → compensation → termination

The appropriate remedy depends upon whether actual performance remains possible and whether forcing performance would be practical.

Dubai jurisprudence concerning construction contracts, including the authorities discussed in BAM Higgs & Hill, demonstrates the importance of distinguishing between repairable defects and genuinely impossible performance.

24. Specific Performance and Personal Services

There is an important practical limitation.

A court may be reluctant or unable to compel highly personal services because enforcement could require continuous personal cooperation.

The current Article 332 instead provides mechanisms where an act can be performed by another person at the debtor's expense or where the judgment itself can substitute for performance.

Therefore:

Transfer of property → usually more suitable

Signing/registration act → potentially suitable

Construction repair → potentially suitable

Highly personal service → more difficult

25. Specific Performance and Injunctions

Specific performance should be distinguished from an injunction.

Specific performance

Orders the defendant to perform an existing obligation.

Mandatory injunction

Orders the defendant to do a particular act.

Prohibitory injunction

Orders the defendant not to do something.

For example:

“Transfer the shares” → specific performance.

“Execute the transfer document” → mandatory relief.

“Do not transfer the property to another person” → prohibitory injunction.

The remedies can sometimes operate together.

The DIFC framework expressly recognizes both mandatory injunctions and specific performance.

26. Specific Performance and Contractual Certainty

The court must know what it is ordering.

An order such as:

“Perform the agreement fairly”

may be too uncertain.

An order such as:

“Execute the identified transfer document and register the identified property”

is much easier to enforce.

This explains why specificity is particularly important in commercial and property disputes.

27. When Specific Performance May Be Refused

Specific performance may be unavailable or inappropriate where:

the contract is invalid;

the obligation is impossible;

performance has already occurred;

the obligation is too uncertain;

mandatory law prevents performance;

registration or transfer is legally impossible;

the obligation requires highly personal performance that cannot practically be compelled;

performance would cause excessive hardship in circumstances covered by Article 331;

damages adequately resolve the claim under an applicable remedial regime; or

the claimant has not fulfilled its own essential contractual obligations.

28. Relationship Between Specific Performance and Compensation

The current UAE system can be summarized as:

Stage 1

Default

↓

Stage 2

Can the obligation still be performed?

↓

Yes

Specific performance

↓

If additional loss exists

Compensation may also be considered

↓

No

Compensation for non-performance

Article 333 expressly contemplates compensation after specific performance or persistent refusal, while Article 336 deals with impossibility and compensation.

29. Mainland UAE Courts and DIFC Courts — Important Distinction

A major examination point is that UAE case law comes from different judicial systems.

Mainland UAE

Includes:

Federal Courts;

Dubai Courts;

Abu Dhabi Courts;

other local Emirate courts.

They principally apply UAE federal legislation and relevant local legislation.

DIFC Courts

The DIFC has its own statutory framework and common-law-influenced remedies.

For example, DIFC Law No. 7 of 2005 contains an express statutory regime for specific performance. IGPL, VTJ, Dimension B+ and LXT are therefore DIFC authorities.

They are useful UAE legal authorities and persuasive illustrations, but they should not automatically be described as binding precedents on mainland UAE courts.

30. Practical Example

Suppose A agrees to sell a particular apartment to B for AED 2 million.

B pays according to the contract.

A later refuses to transfer the apartment.

B may seek:

declaration that the contract is valid;

specific performance;

execution of transfer documents;

registration where legally possible;

possession;

compensation for proven consequential loss where legally recoverable.

If the property has already been legally transferred to another protected third party and transfer to B has become legally impossible, the court may have to consider compensation or other available remedies instead of ordering an impossible transfer.

31. Exam Table — Important Cases

32. Key Legal Principles

Principle 1

Specific performance is fundamentally concerned with actual performance, not merely monetary compensation.

Principle 2

Under current Article 331, the debtor is generally compelled to perform specifically after default when performance is possible.

Principle 3

Excessive burden on the debtor can justify limiting the remedy to compensation, subject to the statutory protection of the creditor.

Principle 4

Impossible performance normally leads toward compensation rather than an order requiring the impossible act.

Principle 5

Property transactions are particularly suitable for specific-performance relief where transfer remains legally possible.

Principle 6

Specific performance can include signing documents, registration-related steps, transfer of property or shares, completion of contractual works and other identifiable acts.

Principle 7

The claimant's own contractual performance remains important.

Principle 8

Specific performance and compensation may coexist where the law permits and the claimant establishes additional recoverable loss.

33. Short Exam Answer

Specific performance under UAE civil law is a remedy through which the debtor is compelled to perform the exact obligation undertaken under a contract. Under Article 331 of the current Civil Transactions Law, Federal Decree-Law No. 25 of 2025, after the debtor is put in default, specific performance is required whenever it is possible. The court may limit the creditor to monetary compensation where specific performance would be excessively burdensome and the creditor would not suffer substantial prejudice. Article 332 deals with obligations involving acts and permits judicial mechanisms where another person can perform the act or where the judgment itself can substitute for performance. Article 336 provides for compensation where specific performance becomes impossible. UAE and DIFC case law demonstrates the importance of specific performance in property transfers, corporate obligations, construction contracts and registration obligations. Important authorities include VTJ Ltd v Mohammed Ammar Al Hassan, Salem Dwela v Damac Park Towers, Dimension B+ Ltd v Almaazmi, IGPL General Trading v Hortin Holdings, LXT Real Estate Broker v SIR Real Estate, Emirates NBD v Advanced Facilities Management and BAM Higgs & Hill v Affan.

34. Revision Formula

Specific Performance = Valid Obligation + Breach + Default + Possibility of Performance + Identifiable Relief

And:

Possible Performance → Specific Performance

Excessively Burdensome → Court may consider Compensation

Impossible Performance → Compensation

Property Contract + Valid Agreement + Transfer Possible → Strong Basis for Specific Performance

35. Conclusion

Specific performance occupies an important position in UAE civil law because it seeks to preserve the actual bargain made by the parties rather than automatically replacing contractual performance with money.

The current Civil Transactions Law strengthens this structure through Articles 331–338. The central rule is that, after default, the debtor should perform the obligation specifically where this remains possible. The major limitations are impossibility, excessive burden, legal restrictions and the practical nature of the obligation.

UAE case law, together with DIFC decisions, shows particular importance for real estate transfers, registration obligations, corporate/share transactions, construction contracts and other obligations capable of precise enforcement.

In one line for examination:

UAE civil law generally prefers actual performance where it remains legally and practically possible, while compensation becomes the principal alternative when specific performance is impossible or legally inappropriate.