Be Careful What You Wish For: In the UAE, How a Tenant’s Force Majeure Claim Can Dissolve Its Own Lease

Few legal concepts are invoked as confidently as force majeure. The phrase is familiar to almost everyone in business, yet its legal mechanics are widely assumed and, at times, dangerously so. In popular usage, “force majeure” is treated as an escape hatch: something has gone badly wrong, the event was nobody’s fault, and so performance must surely be excused until matters improve. Tenants reach for it instinctively when a crisis strikes, treating it as a safe harbour that will pause the rent, buy time and preserve the lease until conditions normalise.

This instinctive understanding bears little resemblance to how the doctrine operates at law. Under UAE law in particular, that gap between assumption and reality is dangerous. Force majeure is a statutory doctrine, not merely a contractual one, and its principal consequence is not the suspension that most tenants expect, but automatic rescission of the contract. A tenant who successfully “cries force majeure” may therefore achieve the opposite of what it intended: the loss of the very lease it hoped to keep. 

Why does force majeure operate differently in the UAE?

In common-law jurisdictions, force majeure is a creature of contract. Where such a clause is used, it defines the trigger events and typically suspends or defers performance while the event continues. Leases, however, seldom contain an express clause labelled “force majeure” of the kind familiar from construction or supply contracts. They usually address instead the damage or destruction of the premises, often with rent abatement or reinstatement mechanics. A general force majeure right is rarely spelled out. UAE law takes a different path. The doctrine is codified as a matter of statute, so it applies even where the lease is silent. Crucially, the statutory remedy is directed at the survival of the contract itself, not at a temporary pause in obligations. Practitioners advising tenants in the Gulf must therefore reset the common-law expectation from the outset.

What does Article 236 of the New Civil Code actually do?

Article 236(1) of Federal Decree-Law No. 25 of 2025 (the New Civil Code) provides that, in bilateral contracts, where a force majeure event renders performance of an obligation impossible, the corresponding obligations are extinguished and the contract is rescinded automatically. This substantially replicates Article 273 of Federal Law No. 5 of 1985 (the Old Civil Code), under which the contract was cancelled by operation of law. The word “automatically” is the heart of the risk. Rescission does not depend on the tenant electing to end the lease. It follows from the finding of impossibility itself. A lease is a bilateral contract, so this framework applies directly to landlord and tenant relationships.

The practical consequence is stark. A tenant that persuades a court or tribunal that its obligations have become impossible may find the lease has ceased to exist. The parties are then discharged and, in principle, returned to their pre-contractual positions. For a tenant holding a below-market rent, a prime retail pitch or premises fitted out at significant cost, that is rarely the desired result.

Why does the impossibility threshold defeat most tenant claims?

The threshold under Article 236 is impossibility, and UAE courts interpret it strictly. Performance must become objectively impossible, not merely more expensive, less profitable or commercially inconvenient. Economic downturns, falling footfall, currency movements and market volatility do not ordinarily qualify. The event must also be unforeseeable at the time of contracting and beyond the tenant’s control.

Two adverse outcomes therefore confront a tenant. If the threshold is met, the lease is rescinded and lost. If it is not met, the tenant that has already stopped paying rent or vacated the premises is exposed as being in breach. This point deserves emphasis. Force majeure generally does not excuse payment obligations under UAE law, and rent that fell due before the event will usually remain payable. A tenant that treats a force majeure notice as a self-help rent holiday is taking a considerable gamble.

Does partial or temporary impossibility offer a safer middle path?

The New Civil Code introduces welcome flexibility for continuing contracts such as leases. Under Article 236(2), where an obligation becomes partially impossible, either party may invoke extinguishment of the corresponding obligation or ask the court to rescind the contract. Under Article 236(3), where the impossibility is temporary in a continuing contract, either party may invoke extinguishment of the corresponding obligation, seek modification of the contract, or request the court to rescind it. The possibility of judicial modification, rather than outright termination, is a genuine improvement on the Old Civil Code and may give comfort to parties in long-term relationships.

Even so, the protection should not be overstated. Rescission remains available, and the landlord may seek it as readily as the tenant. A tenant invoking temporary impossibility to secure breathing space may instead hand the landlord a statutory route to end the lease. That is a real hazard where the market has moved in the landlord’s favour.

Does the Dubai Tenancy Law offer the tenant an escape route?

Law No. 26 of 2007, as amended by Law No. 33 of 2008, regulates the landlord and tenant relationship in Dubai, but it contains no force majeure provision at all. It neither creates a tenant’s right to suspend rent nor carves out an exception to the Civil Code. If anything, it points the other way. Article 7 provides that a valid lease cannot be unilaterally terminated during its term unless the other party agrees or the law permits. Article 25 then sets out an exhaustive list of grounds for eviction, each of which runs in the landlord’s favour, and none of which is force majeure. The result is that a tenant’s force majeure position remains governed by the Civil Code.

When is hardship the better route than force majeure?

For most disruption short of true impossibility, the more appropriate mechanism is the doctrine of exceptional circumstances, or hardship. Under Article 224 of the New Civil Code (formerly Article 249 of the Old Civil Code), where unforeseen general and exceptional circumstances render performance excessively onerous and threaten the debtor with grave loss, the court may reduce the onerous obligation to a reasonable level. Under the New Civil Code, the court may also order rescission, so this route is not risk-free either. The key distinction is that hardship is designed to preserve and rebalance the bargain, whereas force majeure is designed to end it. A tenant seeking rent relief rather than exit will usually be better served by framing its position as hardship.

What should tenants and landlords take from this?

The tenant’s first question should not be “does a force majeure event exist?” but “what outcome do I actually want?” If the objective is to preserve the lease, invoking a doctrine whose default consequence is rescission is counter-productive. A tenant should also comply strictly with any contractual notice provisions and retain evidence of the event and its impact, because the burden of proof lies on the party invoking relief. It should be slow to withhold rent, given that payment obligations are unlikely to be excused.

Landlords should recognise that a tenant’s force majeure notice may present an opportunity as much as a threat. Where rescission suits the landlord, the statutory framework may allow it to crystallise that outcome. The doctrines of good faith and abuse of rights sit in the background and may temper opportunistic conduct by either party. The lesson is simple. Under Article 236, force majeure is a scalpel that cuts the contract away, not a blanket that keeps it warm.

This article is for general information only and does not constitute legal advice. Independent legal advice should be sought in relation to any specific matter.