The other side has not performed
Goods not delivered, services not provided, milestones missed. First we check: what the contract required, what was delivered and what notice was given. Talk to us about non-performance · What happens on a breach
About to send or just received a termination notice? Call before you act: the order of steps matters.
The other side hasn’t performed, or says you haven’t? Breach of contract and compensation claims under the UAE’s 2026 civil code, negotiated, litigated or arbitrated.
Tell us what is happening in your own words. We will explain where you stand and what the sensible next step is.
The UAE’s civil code was replaced on 1 June 2026, so advice written for the old law may no longer hold for your contract dispute. MBM acts as a contract dispute lawyer in Dubai for individuals and businesses: breach, non-performance, termination, enforcement and interpretation, and the compensation and damages claims that follow from them. We also draft and review contracts, which is where these problems are easiest to solve.
Your first consultation is free and confidential. You do not have to work this out alone: send us the contract and tell us what went wrong. We read the agreement against what happened and tell you whether it helps you, what a realistic remedy looks like, and which forum would decide it, in Dubai or Sharjah or by phone or WhatsApp. We take the legal work off your shoulders, and you will always know where your matter stands.
Goods not delivered, services not provided, milestones missed. First we check: what the contract required, what was delivered and what notice was given. Talk to us about non-performance · What happens on a breach
Delivered, but not to the standard agreed. First we check: the specification, the acceptance records and the evidence of the shortfall. Talk to us about defective work · Matters we handle
Being blamed is not the same as being liable. First we check: what you were required to do, what the other side did and the clause relied on. Talk to us about an accusation of breach · Matters we handle
The sequence and the notice matter. First we check: the termination clause, the notices already sent and whether you are in breach yourself. Talk to us about termination · Terminate or keep it alive
Loss caused by breach or a wrongful act. First we check: the breach, the loss you can evidence and what you did to limit it. Talk to us about a compensation claim · Compensation claims
Supply, service and distribution disputes. First we check: who is bound, the dispute clause and the sums involved. Talk to us about a business dispute · Commercial disputes
The foundation on which every UAE contract sits was replaced months ago, not years ago. Federal Decree-Law No. 25 of 2025, Promulgating the Civil Transactions Law, took effect on 1 June 2026 and fully replaces the 1985 Civil Transactions Law.
Reported changes include a codified duty of good faith in pre-contractual negotiations, revised civil-liability and damages provisions, and a reduction in the age of legal majority from 21 to 18. Separately, court procedure remains governed by Federal Decree-Law No. 42 of 2022, in force since 2 January 2023.
Because the law is this new, how it applies in practice is still developing. We treat it as an argument to be constructed carefully on the facts rather than a settled answer, and everything on this page is subject to applicable UAE law. The change cuts both ways: it creates risk for anyone relying on older guidance, and it opens arguments that did not exist last year.
When a party breaches a contract in the UAE, the available remedies usually include requiring performance, terminating the contract, and claiming damages for the loss the breach caused. Which of them is appropriate depends on the contract’s own terms and on the civil law position, which since 1 June 2026 is governed by Federal Decree-Law No. 25 of 2025.
| Option | What it means | What to check before you choose it |
|---|---|---|
| Require performance | You hold the other side to the contract | Whether the contract is valid and enforceable, and whether you have performed your own part |
| Terminate | You bring the contract to an end | The contract’s termination clause, the notice and cure periods, and the civil law position |
| Claim damages | You seek compensation for the loss the breach caused | That you can evidence both the breach and the loss |
| Pause your own performance | You stop performing until the other side performs | Whether the contract or the law allows it. Stopping without cover can make you the party in breach |
| Negotiate or settle | You agree new terms or a payment | That the settlement is documented so that it closes the dispute |
| Enforce a clause | You rely on a clause fixing damages or a remedy | The wording of the clause, and whether it can be applied as written |
As we understand it, under the new Civil Transactions Law specific performance is the default remedy, with compensation instead in defined cases (Articles 331 and 336). A party to a bilateral contract may withhold performance if the other has not performed (Article 222), but doing so without a proper basis can still make you the party in breach.
Some contracts fix the amount of damages in advance, and some events make performance harder or impossible. A court can reduce or increase an agreed damages clause (Article 340). Hardship relief cannot be excluded by contract (Article 224), and there are separate impossibility rules (Article 236). These article references are as we understand the new law, and requirements change, so we confirm the current position against your contract at the first consultation.
Where a contract dispute is heard is usually decided by the contract, so the dispute clause is the first thing we read. Identifying the correct forum before filing avoids a jurisdiction fight that costs time and money and decides nothing.
| What the contract says | Where the dispute usually goes | Next step |
|---|---|---|
| It contains an arbitration clause | Arbitration under the clause. See arbitration | Check the institution, the seat and the scope of the clause |
| It names the Dubai Courts | The onshore Dubai Courts, under Federal Decree-Law No. 42 of 2022 | Check the claim value and the procedure. See court representation |
| It points to the DIFC | The DIFC Courts or the Small Claims Tribunal. See DIFC lawyer | Check the exact wording and the parties |
| It is silent | Usually the onshore courts, but the position depends on the facts | Review the contract and where it was signed and performed |
| It names "the courts of Dubai" | That may include the DIFC Courts, depending on the wording and the parties | Have the exact clause read before you file |
Whether you are the party owed performance or the party accused of failing to give it, the analysis starts in the same place: the agreement, and what can be proved. These are the situations a breach of contract lawyer is most often instructed on.
Goods not delivered, services not provided, milestones missed. We identify whether the failure is a breach under the agreement and what remedy it opens. First we check: the obligation, the deadline and your own performance. Talk to us about non-performance
Delivered, but not to the standard agreed. These claims turn on the specification and on what evidence of the shortfall exists. First we check: the specification, inspection records and photographs. Talk to us about defective performance
Often the other side has not performed its own obligations, or the clause relied on does not bear the meaning claimed. First we check: the clause, the sequence of events and the other side’s own performance. Talk to us about a breach allegation
Termination outside the contract’s own terms can convert you from the innocent party into the party in breach. First we check: the termination and notice clauses and the facts that justify them. Talk to us about ending a contract
Where an agreement has been ended without proper grounds or notice, there may be a claim for the loss that follows. First we check: the notice, the grounds given and what the contract required. Talk to us about a wrongful termination
Loss caused by breach, negligence or a wrongful act. Where the claim is simply unpaid money, the faster route may be a payment order. First we check: the loss, the evidence and whether the claim is really for a debt. Talk to us about damages
Genuine interpretation disputes are common and often resolvable without litigation once the competing readings are set out properly. First we check: the clause, the surrounding terms and what each side has said. Talk to us about a disputed clause
The 2026 Civil Transactions Law is reported to codify a duty of good faith in pre-contractual negotiations, which may be a new avenue where information was concealed. First we check: what was said before signing and what you can show was withheld. Talk to us about concealed information
Drafting, review and negotiation. The clauses that decide disputes are inexpensive to fix beforehand and expensive to argue afterwards. First we check: your notice, termination, liability and dispute clauses. Talk to us about reviewing a contract
A first call is most useful when you bring three things: the contract, a short timeline of what each side did, and any notice already sent or received. With those we can tell you whether the facts amount to a breach, which remedy fits your aim, and what to avoid doing in the meantime.
A compensation claim is built from evidence of a breach, evidence of loss and the link between them, and the loss is usually the harder half. This section explains how a claim is put together. For claims that do not rest on a contract, such as negligence or property damage, see our civil lawyer page.
We typically look at:
The loss that can be recovered depends on the contract and the law. In general you should expect to be asked to show the loss the breach actually caused, and the other side may argue that part of it was avoidable or was caused by something else. Which categories of loss are recoverable in your case, and whether interest or an agreed sum applies, are points we check against the contract and the current civil code before we put a number on the claim.
Whatever the label on the claim, the work is the same: working out what the breach cost you, proving it, and testing it against what the other side will say. The label only changes where the claim starts.
We quantify the claim from your documents and tell you which parts are likely to survive challenge, including where the honest answer is that the recoverable amount does not justify the cost of pursuing it.
On a damages claim we typically:
There is no general figure. The amount depends on the evidenced loss, the contract terms and the law, and we do not quote percentages or typical sums. After reviewing your documents we give you a view on the realistic recoverable amount, before you decide whether to proceed.
You may still have a claim where there is no signed agreement. It becomes an evidential exercise: purchase orders, invoices, delivery records, payment history and correspondence are used to show what was agreed. It is harder and less predictable than a written contract, which is why the first assessment focuses on what can actually be proved.
Whether to terminate depends on what you want from the relationship and on how safe termination is under the contract. Ending a contract is often irreversible, and it is the step most likely to be challenged, so the decision should follow the contract and not the frustration.
| Option | When it may suit you | What to check first |
|---|---|---|
| Terminate | The relationship has broken down and you want to stop being bound, or to replace the supplier or counterparty | That you have a right to terminate, that the notice and any cure period were followed, and that you are not in breach yourself |
| Keep it alive and claim | You still need performance, or the contract has value you want to preserve | That continuing does not waive a right, and that you record each failure |
| Suspend your own side | You wish to pause until the other side performs | Whether the contract or law permits it. Doing so without a basis can expose you |
| Renegotiate | Both sides want to continue on revised terms | That any change is in writing and does not release claims you wish to keep |
Where the contract is silent or unclear, the civil law position applies and should be assessed before notice is given. As we understand it, a party to a bilateral contract may withhold performance if the other has not performed (Article 222), but the safe course is to take advice before you stop performing. If you are on the receiving end of a termination, the same analysis applies in reverse: a termination without proper grounds or notice may give rise to a claim for the loss that follows.
Disputes between businesses are usually contract disputes with larger sums, more documents and a forum question attached. The first questions are always who is bound by the contract, where it says disputes go, and what the loss really is.
Many commercial agreements contain an arbitration clause, and some point to the DIFC Courts, so the dispute clause is read before any step is taken. Commercial disputes that proceed in the courts are covered in the commercial litigation section of our court representation page, and disputes that go to arbitration on our arbitration lawyer page. If the dispute is between owners or partners in a company, see shareholder and partnership disputes. For the wider corporate picture, see corporate and commercial law.
We answer those three questions in that order because each one shapes the next. A claim against a party that is not bound wastes the whole effort, a claim in the wrong forum wastes months, and a claim for a loss that cannot be shown is not worth its cost. Only then does it make sense to decide between negotiation, litigation and arbitration.
A business contract dispute often sits inside a relationship you still need, such as a supplier, a distributor or a service provider. Here we usually look first at whether to keep performing while you record each failure, what the notice clause requires, and whether a negotiated fix protects the relationship better than a claim.
We handle, among others:
The least costly dispute is the one the contract prevents. A contract lawyer in Dubai reviews or drafts an agreement so that, if something goes wrong, the contract answers the questions this page raises: what counts as a breach, what notice is required, how disputes are resolved and what happens on termination.
When we review your agreement, these are the points that decide a later dispute:
For long-term and structural agreements, see commercial contracts and agreements.
You will have a view on merits, quantum and cost before you decide whether to proceed. We assess first and escalate only as far as the matter needs.
Tell us what was agreed, what went wrong and what you want. We tell you whether the contract helps you.
We read the agreement against what happened, give you a written view of liability, remedy and realistic recoverable value, and identify the correct forum.
We serve cure, default or termination notices, drafted so that they achieve what is intended and do not create a liability of their own.
Most commercial disputes should settle. A prepared position resolves more of them than a filed claim does.
Where the matter must be decided, we run it in the correct forum.
We do not stop at judgment: we enforce the judgment or award and keep you informed at each step.
A judgment or award is only worth what you can collect under it. We cover the steps after the decision, including enforcement of a court judgment or an arbitral award, and we explain the route that suits the other side’s position before you commit to it. For the court side, see court representation.
Contract claims are decided on documents. If there is no written agreement, say so at the outset: it changes the approach rather than ending it. If you are about to send a termination notice, call first.
A contract dispute is decided on the agreement and the evidence, so the people who read them first should be the people who run the case. Rated 4.9 on Google reviews. MBM is founder-led, by Mohamed Badr, Founder & Managing Partner, who has 17 years of legal experience including commercial litigation. You get one team from the first call to enforcement, with litigation and arbitration handled together, so that advice on forum is not shaped by which route we offer. MBM works with group companies in the UK, Europe, the Middle East and the Gulf, which helps when the counterparty, the goods or the money are abroad.
Your first consultation with MBM is free and confidential. If you decide to instruct us, we give you a scope and a fee position in writing before paid work starts. That position includes our view on whether the recoverable amount justifies the cost of the route.
Court fees, arbitration costs, translation and expert evidence depend on the matter and the forum and are separate from legal fees. We explain which are likely to apply. Because every contract dispute is different, we do not publish a price list.
Terminated, accused of breach, or owed damages? Send us the agreement and the correspondence. Your first consultation is free and confidential.
Your free first consultation is with a member of MBM’s legal team in Dubai or Sharjah. Commercial disputes are handled in confidence from the first call.
Founder & Managing Partner
Mohamed Badr leads MBM and has 17 years of legal experience. His career has included roles at law firms and multinational corporations in the UAE, advising businesses on high-stakes disputes, corporate restructuring and commercial litigation.
Names and titles as published on mbm-co.com. Your first consultation is with a member of MBM’s legal team in Dubai or Sharjah.
General information on the current framework, not advice on your contract. Because the civil law changed in June 2026, older guidance found elsewhere may be out of date.
The available remedies usually include requiring performance, terminating the contract, and claiming damages for loss caused by the breach. Which is appropriate depends on the contract's own terms and on the civil law position. Since 1 June 2026 that position is governed by Federal Decree-Law No. 25 of 2025, which replaced the 1985 law and is reported to include revised civil-liability and damages provisions.
A damages claim generally requires a breach or wrongful act, loss that flows from it, and evidence of that loss. Start by setting out what the contract required and what the other side did instead, then collect the evidence of loss: invoices, replacement costs, accounts and records of lost business. Check the contract for notice and forum clauses before you send a claim. Federal Decree-Law No. 25 of 2025 is reported to have revised the civil-liability and damages provisions, so check the current position rather than relying on older guidance.
People often search "what happens if someone breaches a contract in UAE" when the agreement says nothing about ending it. The available remedies are still the same in outline: requiring performance, terminating, or claiming damages. Without a termination clause the civil law position fills the gap, which makes the sequence of notices more important. Take advice before you stop performing or send anything.
Start with the contract: most agreements set out termination rights, the notice required and any cure period for a breach. Terminating outside those terms can turn you from the innocent party into the party in breach, so the sequence matters. Where the contract is silent or unclear, the civil law position applies and should be assessed before notice is given.
It depends on whether you still need performance, whether you have a clear right to terminate, and what you stand to lose. Termination is often irreversible and is the step most likely to be challenged. We assess both options against the contract before you send anything. See the decision table on this page.
Federal Decree-Law No. 25 of 2025, Promulgating the Civil Transactions Law, took effect on 1 June 2026 and fully replaces the 1985 Civil Transactions Law. Reported changes include a codified duty of good faith in pre-contractual negotiations, revised civil-liability and damages provisions, and a reduction in the age of legal majority from 21 to 18. Because the law is this recent, its application is still developing and should be confirmed against the legislation itself.
Federal Decree-Law No. 25 of 2025 is reported to codify a duty of good faith in pre-contractual negotiations. That may be relevant where a party withheld material information or negotiated without genuine intention to conclude the agreement. How far it goes is still developing, and any argument on it should be made carefully on the facts.
Possibly. Without a signed agreement, what was agreed has to be shown from the dealings themselves, so gather every purchase order, invoice, delivery note, payment record and message you have. Expect the claim to be harder to prove than one on a written contract; we tell you at the first consultation whether the documents are strong enough to carry it.
Usually the contract decides. Many commercial agreements contain an arbitration clause, and some point to the DIFC Courts, whose Small Claims Tribunal hears claims up to AED 500,000, or up to AED 1,000,000 where the parties agree. If the contract is silent, the onshore courts usually apply, but that depends on the facts. See court representation and arbitration.
That depends on the strength of the evidence, the recoverable loss, the counterparty's ability to pay, and the cost of the route required. We give a view on all four at the first consultation, including where the honest answer is that the claim is not commercially worth bringing.
No one can give you a figure before seeing the documents. The amount depends on the loss you can evidence, the terms of the contract and the law, and the other side may argue that part of the loss was avoidable. We quantify the claim from your records and tell you which parts are likely to survive challenge.
Requiring performance is one of the options after a breach. As we understand it, under the new Civil Transactions Law specific performance is the default remedy, with compensation instead in defined cases (Articles 331 and 336), but whether it is available and sensible depends on the contract, the civil law position and the nature of what was promised. We assess it alongside the damages option so you can see which fits your aim.
Many contracts require notice and a cure period before a party can terminate or claim, and a well-drafted notice also supports a later claim. Whether the law requires one in your case depends on the contract and the facts, so we check both before you send or ignore a notice.
Time limits apply to claims, and the period depends on the type of claim and the parties. As we understand it, commercial obligations between merchants are time-barred after five years (Article 92 of the Commercial Transactions Law), and other periods differ. We confirm the period against your facts and the current law, which changed in 2026. Do not wait: delay also weakens evidence.
A clause naming the courts of Dubai may include the DIFC Courts (see Goel v Credit Suisse), but the answer depends on the exact wording of the clause and on the parties, so it should be read by a lawyer rather than assumed. We review the clause as part of the forum check. See our DIFC lawyer page.
Yes. MBM advises companies and individuals on contract disputes, including supply, service, distribution and contracting disputes, and handles litigation and arbitration as one team. See commercial disputes.
Yes. MBM's first consultation is free and confidential. It is a discussion of the contract, the dispute and your options. If you then want MBM to act for you, you receive a scope and a fee position in writing before any paid work starts.
No. No responsible law firm can promise the outcome of a contract claim. MBM's role is to assess your position on the documents and the applicable law, advise you honestly, and act in your interest.
Your first consultation with MBM is free and confidential. Tell us briefly what has happened. A member of MBM’s legal team will review your enquiry and come back to you with the appropriate next step.
If you are about to serve, or have just received, a termination notice, please call rather than waiting for a reply.
Dubai · Office 3204, Level 32, Business Central Towers – Tower B, Dubai Media City
Sharjah · Office 2001, Level 20, Al Hind Tower, Al Khalidiya District
Tell us what is happening in your own words. We will explain where you stand and what the sensible next step is.
Your first consultation is free and confidential. Send us the agreement and the correspondence. We will tell you what it is worth, in which forum, and whether it is worth pursuing.