Recent judgments from the Qatar Financial Centre (QFC) Court have highlighted the critical importance of precise drafting in arbitration clauses, particularly within Qatar's unique dual-jurisdictional legal landscape. While the Court has demonstrated a welcome, pro-arbitration stance by striving to give commercial effect to ambiguous clauses, the cases of D v E [2025] QIC (F) 38 and C v D [2025] QIC (F) 44 serve as a cautionary tale for transactional lawyers and in-house counsel. Relying on a court to resolve ambiguity is an expensive and time-consuming risk.
This article explores the key takeaways from these decisions and provides five practical drafting fixes to ensure your arbitration clauses are robust, clear, and enforceable from the outset.
The Dual Legal Landscape: The State and the QFC
To understand the Court's reasoning, one must first appreciate Qatar's distinct legal structure. It is not a single system but a dual one, comprising the 'onshore' State of Qatar and the Qatar Financial Centre (QFC). As the Court in D v E aptly described it:
"Doha and Qatar have the QFC within them, not as a geographical enclave, but as a functional and jurisdictional body, including the QFC Civil and Commercial Court (i.e. this Court) as a Court, separate from the other national courts."
The State of Qatar has its own arbitration framework, the Civil and Commercial Arbitration Law (Law No. 2 of 2017) (the "Qatar Arbitration Law"). Separately, the QFC, a common law financial free zone, has its own QFC Arbitration Regulations.
Crucially, the Qatar Arbitration Law provides parties to an arbitration seated in the State of Qatar with a choice. They can opt for the supervisory jurisdiction of either the State's Civil and Commercial Arbitration Disputes Division of the Court of Appeal (the default) or the QFC's Civil and Commercial Court (the "QFC Court"). This ability to 'opt in' to the English-language, common law QFC Court's supervision for a State-seated arbitration is a powerful tool, but it must be exercised clearly.
The Judgments: A Pro-Arbitration Approach to Ambiguity
In D v E, the parties' contract stated that disputes should be determined by "arbitration in Doha, Qatar... administered by the Qatar International Court and Dispute Resolution Centre (QICDRC) pursuant to its rules". This seemingly straightforward clause created a jurisdictional battle when a dispute arose.
The QFC Court, applying a purposive and commercially sensible approach, concluded that:
- The reference to "arbitration in Doha, Qatar" established the juridical seat as the State of Qatar, governed by the Qatar Arbitration Law.
- The phrase "administered by the QICDRC" was interpreted not as naming an arbitral institution (a function the QFC Court does not perform), but as the parties' express choice to designate the QFC Court as the "Competent Court" to supervise the arbitration under the Qatar Arbitration Law.
This interpretation cleverly gave effect to the parties' agreement to arbitrate while avoiding potential jurisdictional hurdles, as neither party was a QFC entity.
The subsequent decision in C v D affirmed this logic. There, the Court confirmed that designating the QFC Court as the "Competent Court" grants it a supervisory role over the arbitration process; it does not grant it jurisdiction to hear the substantive merits of the dispute itself. Together, these cases show the Court will work to save a defective clause, but they also lay bare the risks of imprecision.
Five Fixes for Drafting Arbitration Clauses
To avoid the courtroom battles seen in D v E and C v D, we recommend incorporating the following five fixes into your dispute resolution clauses.
Explicitly State the Seat
Ambiguity over the seat creates uncertainty about the procedural law governing the arbitration (lex arbitri) and which courts have supervisory jurisdiction. Do not leave it to interpretation.
- Instead of: "Arbitration shall take place in Doha."
- Use: "The seat, or legal place, of the arbitration shall be the State of Qatar." or "The seat, or legal place, of the arbitration shall be the Qatar Financial Centre."
In respect of using the QFC as a seat of arbitration, we do highlight that this is best kept for parties who are registered in the QFC and thus have automatic rights to approach the QFC Court.
In D v E, the Court explicitly contemplated the argument that the QFC could be the seat, and in its case dismissed it based on the specific facts of the case. As stated at paragraph 29, the primary difficulty was that "neither party to the arbitration clause is a QFC entity". The Court, adopting a pro-arbitration stance, chose the interpretation that would give the clause legal efficacy. Designating the QFC as the seat for two non-QFC parties could have jeopardised the entire agreement to arbitrate, which the Court sought to avoid.
Instead, as established by A v B [2023] QIC (F) 16, non-QFC parties have the ability to appoint the QFC Court as the Competent Court under Law No. 2 of 2017 in Qatar, the Arbitration Law.
Deliberately Choose Your Competent Court
For arbitrations seated in the State of Qatar, the default supervisory court is the Qatari Court of Appeal. If you wish to leverage the common law framework of the QFC Court for supervisory matters (such as appointing arbitrators or hearing challenges to awards), you must state this explicitly.
- Add a clause such as: "The Competent Court for the purposes of the Qatar Arbitration Law (Law No. 2 of 2017) shall be the Civil and Commercial Court of the Qatar Financial Centre."
Clarify the Administering Body and Rules
The confusion in D v E stemmed from the word "administered". The QICDRC is the umbrella body for the QFC Court and its registry; it is not an arbitral institution like the International Chamber of Commerce (ICC) or the Qatar International Center for Conciliation and Arbitration (QICCA). If you want an institution to administer your arbitration, name it and its corresponding rules.
- Instead of: "...administered by the QICDRC pursuant to its rules."
- Use: "The arbitration shall be administered by the International Chamber of Commerce (ICC) in accordance with the Rules of Arbitration of the International Chamber of Commerce."
Specify the Number of Arbitrators
A simple but often overlooked point. Failing to specify the number of arbitrators and the appointment mechanism can lead to delays and reliance on default provisions. The clause in D v E clearly stated "one arbitrator", avoiding this particular pitfall. Be equally clear.
- Add: "The arbitral tribunal shall consist of one [or three] arbitrator(s)."
Consolidate Your Clause into a Clear Clause
By bringing these elements together, you can create a comprehensive and robust clause. By way of example:
Any dispute arising out of or in connection with this contract, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration administered by [insert name of Arbitration Centre/Institution] in accordance with [insert name of applicable institutional rules] in force at the time the request for arbitration is submitted, which rules are deemed to be incorporated by reference in this clause.
- The seat of the arbitration shall be Qatar.
- The Arbitral Tribunal shall consist of [insert an odd number of arbitrator(s)] arbitrator(s).
- The language of the arbitration shall be [insert applicable language].
- The Competent Court of the arbitration shall be the First Instance Circuit of the Civil and Commercial Court of the Qatar Financial Centre and, in the case of enforcement, the Competent Judge shall be the Enforcement Judge of the First Instance Circuit of the Civil and Commercial Court of the Qatar Financial Centre.
The above clause being exceptionally clear on its face as it is, in fact, the model clause available on the QICDRC's website.
Conclusion
The decisions in D v E and C v D offer valuable guidance and reassurance that the QFC Court supports the principle of arbitration. However, the legal costs and project delays incurred in seeking such judicial clarification are entirely avoidable. By implementing these five drafting fixes, transactional and in-house counsel can ensure their clients' agreements contain clear, predictable, and effective dispute resolution mechanisms fit for purpose in Qatar's sophisticated legal environment.
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.
