When can you use Force Majeure to Terminate Form F transactions in Dubai?
Held within the legal scope of Dubai’s secondary housing market, Form F stands as a pillar of understanding between sellers and buyers navigating the pursuit of legally transitioning the title deed of a non-off-plan property from one to another. This differs from off-plan properties, as they already possess an existing Title Deed, and are always purchased directly from property developers. When concerning off-plan property sales, the developer orientated Sale and Purchase Agreement (SPA) applies. In this instance however, when concerning the implications of Form F, it’s binding legal implications only impact those in the “resale” market. Form F itself, or otherwise referred to as the Memorandum of Understanding, or Contract F, is the standardized RERA-approved sales agreement utilized between parties to secure the property details, price, payment timeline, and the 10% deposit. The Dubai Land Department governs all function of property sales contracts between buyer and seller and makes a point of describing the organizational dynamics of broker workflow to facilitate Form F, as it explains that this Sale Contract (F) is implemented once vital pre-agreements steps and conditions are met, which includes both the offer and acceptance stage, as well as document verification. In a legal capacity then, Form F exists between the contracting stages of offer acceptance and transfer of Title Deed, therefore linking the initial commercial agreement and finalized legally applicable completion stages together. Furthermore, it documents and details the agreed upon terms of transaction between seller and buyer before such title transfers take place, and are ultimately registered with the Dubai Land Department by way of their sale registration process.
In some instances, however, events and their implications on life and business dealings between parties can be uniquely difficult to predict, and furthermore address. Past and current events, such as the COVID-19 pandemic and current Gulf tensions, can lead contracting parties into a legal stalemate state, making either or both incapable of executing their contractual obligations by no fault of their own; such a stalemate and inability to adhere to terms is referred to in legal doctrine as “force majeure”. It is due to these unprecedented international developments, as mentioned, that both the usage and comprehensive understanding of force majeure has come into a new sphere of implication. Pressure has been placed upon businesses and contracting parties, as a direct consequence of these events, to now address all provisions and clauses written into contracts to ascertain how much events could and would impact them, and if they can successfully exit a contract in the event of the worst. The enacting of force majeure by a party to unburden themselves from contractual obligations is however not an everyday occurrence, as the doctrine is only applicable when very specific events and terms are present, and not only when parties face personal difficulty fulfilling terms. The doctrine was first introduced into law in the UAE’s Civil Code Federal Decree-Law No. 5 of 1985, and has since seen new additions, including Civil Transactions, as of 1st June 2026, with the Federal Decree-Law No. 25 of 2025. This new edition to the law has proven vital in understanding the implications of force majeure in the present conditions faced by all, as it illustrates in detail with new clarity when the execution of contractual terms is impossible, and when they are possible but remain too challenging to perform. It is therefore crucial to understand how these two situations may differ from one another when taking into consideration ever-evolving geopolitical implications, and how these implications can vindicate parties breaking contractual terms or altering them.
If such a force majeure event occurs in the Dubai Real Estate market, parties are held to the same standards as that of any contractual business dealing, this differs however, when Form F is taken into consideration, as the sales agreement does not in every occurrence provide a comprehensive force majeure clause in most of the sales transactions. Irrespective of this, the principles of the UAE Civil Code hold legal standing in their applications of judgement, as civil law principles will apply in cases of accessing force majeure, and the courts will make their own determination of interpreting the legal doctrine itself. In ordinary circumstances, when a dispute unfolds between parties, and one-party claims force majeure through written contractual clauses, or even outright declines to execute contractual obligations, rendering the other party in legal limbo, it then lies with that opposing party to determine the next logical step, and whether their case necessitates ascendance to the UAE courts. A review of the wording contained within the Form F contract must be performed, with particular focus placed upon the provisions and clauses surrounding the successful enactment of force majeure, as well as other necessary clauses, such as legal penalties. The party at the behest of these legal challenges should then issue a formal legal notice to their opposing party, with the insistent request of the completion of the transaction, or if they are unable to oblige and the matter remains unsolved, the termination of their outstanding agreement, accompanied by the return of any deposit made. If no progress on this front is made, the affected party should then lodge a formal complaint with the UAE courts, where the court system will then come to a determination of whether the specific circumstances meet the obligations and criteria of force majeure. It is here where the events surrounding the inability of contractual execution will come under scrutiny, and if such events hindered, or made impossible, the transfer of the secondary-market properties Title Deed, and whether that party is freed from further obligations.
While the determination of force majeure by the UAE Courts remains completely under the conclusions and rulings by their Judges, the bar set to pronounce and claim such a verdict remains very high. As stated previously, difficulty, delays, or financial hardship do not constitute enough justification to terminate the sales contract without financial penalty. Article 273 of the UAE Civil Code illuminates the ambiguity of what can and cannot apply, as it makes clear that force majeure events render contractual performance by one or both parties absolutely impossible, and distinguishes “impossible” events from events that cause hardship. If hardship is determined by the Courts, they may grant limited leeway in terms of modifications to the existing obligations, or the extending of deadlines, as opposed to outright terminating the transaction.
Some examples given that can lead to the granting of a contractual release due to force majeure in ordinary business dealings range from supply chain collapse, total government shutdown, or the complete physical destruction of the contracted subject matter. Within the legal realm of real estate, and where Form F is concerned, force majeure can be granted under somewhat similar circumstances. As vigilantly noted before, the event must be outside the control of both parties, be completely impossible to either predict or prevent, and must render the performance of the sales contract impossible to execute, not only inconvenient or difficult. Real estate specific examples with applicable application in conjunction with Form F involve events such as restrictions imposed by the Government preventing property transfers, major travel restrictions preventing the physical meeting of parties for transfer, such as COVID-19 travel restrictions, or Gulf regional conflict restrictions. In this example, an investor may face sudden restrictions on travel due to either of these unprecedented events, after they have signed the Form F contract to purchase a property, and now find themselves in a position where they are completely unable to execute the terms. Adhering to this example, force majeure would be granted and allow either a temporary abeyance of the contract with no financial penalties, or the termination of the contract altogether, also without financial penalties. In a similar example, regulatory approvals for property transfers may be placed on hold due to unforeseen market conditions, causing delays for developers; in such cases however, both contracting parties are protected by Form F from legal consequences, and grants them time to resolve the issue once the market regains stability, or terminate outright if that seems impossible.
Another example follows a far more dramatic circumstance, that involving the physical destruction of the contracted property. Force majeure in this instance would apply if the buyer signed Form F for a property, but before Title Deed transfer could take place, the property was rendered structurally unsafe and/or completely uninhabitable, due to an extreme natural disaster or possible attack. If this instance occurred, the subject matter of the contract would no longer exist and thus would lead to the termination of the sale, freeing both parties from obligations under force majeure.
Furthermore, if a seller and buyer both sign Form F, but the land the property resides on is then seized or rezoned by the Government to make way for a new public infrastructure project, such as the Dubai Canal project, or a new metro line or highway extension, then UAE Courts would rule on the side of force majeure, due to neither party having foresight or being prepared for such an eventuality, and would thus terminate the sales contract with no legal or financial penalty to either party.
Consequently then, if parties wish to seek a conclusive determination of force majeure in conjunction with Form F in the UAE Courts, then the understanding of what does and does not constitute force majeure itself in the prescribed context ultimately matters. Situations like drops in property value or financial difficulties does not meet the stringent rubric of the legal doctrine. Absolute impossibilities, beyond the predictive abilities or preparedness of both parties can only apply, only such unprecedented events will free parties from their contractual duties, and lead to a successful termination of a signed Form F due to force majeure.
