Drafting and Interpretation of Commercial Contracts

Overview

The Dubai International Financial Centre (DIFC) was formed in 2004 pursuant to Dubai Law No. 9/2004 On the Dubai International Financial Centre and then abrogated by Dubai Law No. 5/2021 On Dubai International Financial Centre. As such, the DIFC is an independent jurisdiction in the UAE and has its own civil and commercial legal framework, inclusive of financial services regulation and a courts system modelled closely on international standards and principles of common law.

If a contract is subject to the jurisdiction of the DIFC courts, then the DIFC courts apply the law governing the contract in question. Otherwise, they apply the DIFC's common law system, based predominantly on that of the United Kingdom. Contracts subject to the jurisdiction of the DIFC Courts must be in the English language. Generally, contracts governed by DIFC laws would be interpreted in accordance with DIFC Law No. 6/2004 Contract Law.

This Practice Note will cover:

  • the key DIFC laws governing contractual matters in the DIFC;

  • suggested choice of law and jurisdiction clauses; and

  • the key principles of interpretation of a contract governed by DIFC laws.

Definitions

  • DIFC: Dubai International Financial Centre.

  • SCT: Small claims tribunal.