United Arab Emirates: Contractual Misrepresentation Under UAE Law

Last Updated: 11 April 2011
Article by Karim Nassif

The UAE legal system

Prior to discussing misrepresentation, it is important to understand the structure of the legal system in the UAE. In fact, the UAE shares a similar civil law structure to many other Arab countries. After the formation of the federation in 1971, the UAE looked towards Egypt for the drafting of its major codes. Egyptian legal experts thus heavily influenced the legislative process in the UAE, and even today, many years after the formation of the federation, UAE courts still look to Egyptian authorities for guidance in matters that are unclear under UAE laws. As in all civil law jurisdictions, the UAE is governed by a number of statutory codes, which regulate the civil and commercial relationships between natural and legal persons doing business in the UAE.

Definition and interpretation

Misrepresentation in the UAE is governed by Federal Law No. 5 of 1985 in respect of the Civil Transactions Law (Civil Code).

Articles 185 - 192 of the Civil Code define the concept of misrepresentation, set out its purpose and provide for its terms and conditions.

Articles 185 and 186 of the Civil Code define misrepresentation as follows:

Article 185: Misrepresentation is when one of the two contracting parties deceives the other by fraudulent means by word or act which leads the other to consent to what he would not otherwise have consented to.

Article 186: Deliberate silence concerning a fact or set of circumstances shall be deemed to be a misrepresentation if it is proved that the person misled thereby would not have made the contract had he been aware of that fact or set of circumstances.

Accordingly, misrepresentation or deception implies the existence of fraudulent means, which has led to the consent of the other party to enter into a transaction. UAE law does not recognise negligent misrepresentation. To the contrary, as the above articles confirm, there must be an intention, deliberate action or inaction, to deceive by fraudulent means. The victim of misrepresentation therefore bears the burden of proof in establishing that (i) they were deceived by the misrepresentation and (ii) that the deception was intentional.

This brings into issue the way in which the concept of fraudulent means is viewed in the context of professionals. Simply stated, there are no fraudulent means unless the instance is so serious that it goes beyond what a reasonable, experienced professional, would expect. In practice, professionals tend to have a limited and restricted interpretation of fraudulent means.

Legal consequences of misrepresentation

Article 187 of the Civil Code sets out the legal consequences of misrepresentation under UAE Law:

If one of the contracting parties makes a misrepresentation to the other and it transpires that the contract was concluded with gross unfairness (lésion – emphasis added), the person so misled may cancel the contract.

The above Article demonstrates that the Civil Code views misrepresentation as a defect to the consent of the contracting parties. In instances where misrepresentation is established by the victim, the element of consent is vitiated or defected. Consent, capacity of the contracting parties, the subject of the contract and its cause, are the essential elements of the contract and its pillars, and when one of these elements is deemed defective or missing, the contract collapses and accordingly the contract can be terminated or nullified, depending on which essential element is defaulting. Misrepresentation under UAE law serves as grounds for termination. However, misrepresentation, on its own, is not grounds for compensation as it is not deemed a breach of contract.


Article 187 of the Civil Code indicates that UAE Law interprets "misrepresentation" and "lésion – gross unfairness" conjunctively and cumulatively. This is supported by Court of Cassation rulings, which have held that "gross unfairness" transpires when the actual value of the subject of the contract and the price paid for it by the purchaser, is exorbitantly unbalanced. Based on this, in order to terminate an agreement, both "misrepresentation" and "lésion – gross unfairness" should exist cumulatively and conjunctively. Put simply, the two concepts should be used in conjunction and not separately. This is somewhat unique to the UAE as in many other civil law jurisdictions such as France, Lebanon and Egypt, the two concepts can be applied separately and both can result in termination or nullification of the agreement or contract. In this respect, UAE law has set a high threshold for a finding of misrepresentation.

Evidence of Consent

Any actions on the part of the victim of misrepresentation which evidence their continued performance of the contract and their consent, set aside the right of the victim from claiming termination of the contract based on misrepresentation.

Article 192 of the UAE Civil Code provides that:

The right to cancel for misrepresentation and gross unfairness shall lapse on the death of the person having the right to apply for the cancellation or upon a dealing made in the subject matter of the contract in whole or in part in such a way that implies consent, or if the property is destroyed while in the possession of the person who would otherwise have such right, or if he consumes it, damages it or increases it.

The fact that the victim of misrepresentation, by their own actions, continued dealing with the other party to the contract or continued to conduct affairs with the misrepresenting party on the basis of the contract to which the fraudulent means has lead, extinguishes their right to invoke any claims on the grounds of misrepresentation.


1 Please see "Litigating in the UAE: Initial Guidance", in The In-House Lawyer, Issue 176, December/2009 – January  2010, pp. 1-5 (Karim J. Nassif and G. Blanke)

2 In other civil law countries such as France or Lebanon, misrepresentation serves as a ground for nullification of the contract or agreement./P>

3 Dubai Court of Cassation petition no. 201 for the year 2004; judgment 15/01/2005. Dubai Court of Cassation petition no. 156 for the year 2004; judgment 03/04/200


The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

To print this article, all you need is to be registered on Mondaq.com.

Click to Login as an existing user or Register so you can print this article.

In association with
Related Topics
Related Articles
Up-coming Events Search
Font Size:
Mondaq on Twitter
Register for Access and our Free Biweekly Alert for
This service is completely free. Access 250,000 archived articles from 100+ countries and get a personalised email twice a week covering developments (and yes, our lawyers like to think you’ve read our Disclaimer).
Email Address
Company Name
Confirm Password
Mondaq Topics -- Select your Interests
 Law Performance
 Law Practice
 Media & IT
 Real Estate
 Wealth Mgt
Asia Pacific
European Union
Latin America
Middle East
United States
Worldwide Updates
Registration (you must scroll down to set your data preferences)

Mondaq Ltd requires you to register and provide information that personally identifies you, including your content preferences, for three primary purposes (full details of Mondaq’s use of your personal data can be found in our Privacy and Cookies Notice):

  • To allow you to personalize the Mondaq websites you are visiting to show content ("Content") relevant to your interests.
  • To enable features such as password reminder, news alerts, email a colleague, and linking from Mondaq (and its affiliate sites) to your website.
  • To produce demographic feedback for our content providers ("Contributors") who contribute Content for free for your use.

Mondaq hopes that our registered users will support us in maintaining our free to view business model by consenting to our use of your personal data as described below.

Mondaq has a "free to view" business model. Our services are paid for by Contributors in exchange for Mondaq providing them with access to information about who accesses their content. Once personal data is transferred to our Contributors they become a data controller of this personal data. They use it to measure the response that their articles are receiving, as a form of market research. They may also use it to provide Mondaq users with information about their products and services.

Details of each Contributor to which your personal data will be transferred is clearly stated within the Content that you access. For full details of how this Contributor will use your personal data, you should review the Contributor’s own Privacy Notice.

Please indicate your preference below:

Yes, I am happy to support Mondaq in maintaining its free to view business model by agreeing to allow Mondaq to share my personal data with Contributors whose Content I access
No, I do not want Mondaq to share my personal data with Contributors

Also please let us know whether you are happy to receive communications promoting products and services offered by Mondaq:

Yes, I am happy to received promotional communications from Mondaq
No, please do not send me promotional communications from Mondaq
Terms & Conditions

Mondaq.com (the Website) is owned and managed by Mondaq Ltd (Mondaq). Mondaq grants you a non-exclusive, revocable licence to access the Website and associated services, such as the Mondaq News Alerts (Services), subject to and in consideration of your compliance with the following terms and conditions of use (Terms). Your use of the Website and/or Services constitutes your agreement to the Terms. Mondaq may terminate your use of the Website and Services if you are in breach of these Terms or if Mondaq decides to terminate the licence granted hereunder for any reason whatsoever.

Use of www.mondaq.com

To Use Mondaq.com you must be: eighteen (18) years old or over; legally capable of entering into binding contracts; and not in any way prohibited by the applicable law to enter into these Terms in the jurisdiction which you are currently located.

You may use the Website as an unregistered user, however, you are required to register as a user if you wish to read the full text of the Content or to receive the Services.

You may not modify, publish, transmit, transfer or sell, reproduce, create derivative works from, distribute, perform, link, display, or in any way exploit any of the Content, in whole or in part, except as expressly permitted in these Terms or with the prior written consent of Mondaq. You may not use electronic or other means to extract details or information from the Content. Nor shall you extract information about users or Contributors in order to offer them any services or products.

In your use of the Website and/or Services you shall: comply with all applicable laws, regulations, directives and legislations which apply to your Use of the Website and/or Services in whatever country you are physically located including without limitation any and all consumer law, export control laws and regulations; provide to us true, correct and accurate information and promptly inform us in the event that any information that you have provided to us changes or becomes inaccurate; notify Mondaq immediately of any circumstances where you have reason to believe that any Intellectual Property Rights or any other rights of any third party may have been infringed; co-operate with reasonable security or other checks or requests for information made by Mondaq from time to time; and at all times be fully liable for the breach of any of these Terms by a third party using your login details to access the Website and/or Services

however, you shall not: do anything likely to impair, interfere with or damage or cause harm or distress to any persons, or the network; do anything that will infringe any Intellectual Property Rights or other rights of Mondaq or any third party; or use the Website, Services and/or Content otherwise than in accordance with these Terms; use any trade marks or service marks of Mondaq or the Contributors, or do anything which may be seen to take unfair advantage of the reputation and goodwill of Mondaq or the Contributors, or the Website, Services and/or Content.

Mondaq reserves the right, in its sole discretion, to take any action that it deems necessary and appropriate in the event it considers that there is a breach or threatened breach of the Terms.

Mondaq’s Rights and Obligations

Unless otherwise expressly set out to the contrary, nothing in these Terms shall serve to transfer from Mondaq to you, any Intellectual Property Rights owned by and/or licensed to Mondaq and all rights, title and interest in and to such Intellectual Property Rights will remain exclusively with Mondaq and/or its licensors.

Mondaq shall use its reasonable endeavours to make the Website and Services available to you at all times, but we cannot guarantee an uninterrupted and fault free service.

Mondaq reserves the right to make changes to the services and/or the Website or part thereof, from time to time, and we may add, remove, modify and/or vary any elements of features and functionalities of the Website or the services.

Mondaq also reserves the right from time to time to monitor your Use of the Website and/or services.


The Content is general information only. It is not intended to constitute legal advice or seek to be the complete and comprehensive statement of the law, nor is it intended to address your specific requirements or provide advice on which reliance should be placed. Mondaq and/or its Contributors and other suppliers make no representations about the suitability of the information contained in the Content for any purpose. All Content provided "as is" without warranty of any kind. Mondaq and/or its Contributors and other suppliers hereby exclude and disclaim all representations, warranties or guarantees with regard to the Content, including all implied warranties and conditions of merchantability, fitness for a particular purpose, title and non-infringement. To the maximum extent permitted by law, Mondaq expressly excludes all representations, warranties, obligations, and liabilities arising out of or in connection with all Content. In no event shall Mondaq and/or its respective suppliers be liable for any special, indirect or consequential damages or any damages whatsoever resulting from loss of use, data or profits, whether in an action of contract, negligence or other tortious action, arising out of or in connection with the use of the Content or performance of Mondaq’s Services.


Mondaq may alter or amend these Terms by amending them on the Website. By continuing to Use the Services and/or the Website after such amendment, you will be deemed to have accepted any amendment to these Terms.

These Terms shall be governed by and construed in accordance with the laws of England and Wales and you irrevocably submit to the exclusive jurisdiction of the courts of England and Wales to settle any dispute which may arise out of or in connection with these Terms. If you live outside the United Kingdom, English law shall apply only to the extent that English law shall not deprive you of any legal protection accorded in accordance with the law of the place where you are habitually resident ("Local Law"). In the event English law deprives you of any legal protection which is accorded to you under Local Law, then these terms shall be governed by Local Law and any dispute or claim arising out of or in connection with these Terms shall be subject to the non-exclusive jurisdiction of the courts where you are habitually resident.

You may print and keep a copy of these Terms, which form the entire agreement between you and Mondaq and supersede any other communications or advertising in respect of the Service and/or the Website.

No delay in exercising or non-exercise by you and/or Mondaq of any of its rights under or in connection with these Terms shall operate as a waiver or release of each of your or Mondaq’s right. Rather, any such waiver or release must be specifically granted in writing signed by the party granting it.

If any part of these Terms is held unenforceable, that part shall be enforced to the maximum extent permissible so as to give effect to the intent of the parties, and the Terms shall continue in full force and effect.

Mondaq shall not incur any liability to you on account of any loss or damage resulting from any delay or failure to perform all or any part of these Terms if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control of Mondaq. Such events, occurrences or causes will include, without limitation, acts of God, strikes, lockouts, server and network failure, riots, acts of war, earthquakes, fire and explosions.

By clicking Register you state you have read and agree to our Terms and Conditions