Dubai & DIFC / Commercial contracts
Commercial Contracts and Business Disputes
Most commercial disputes are decided on the agreement and the records, not on who was more reasonable. What the contract required and what the documents show is where these cases are won.
We aim to respond within 24 hours.
- The agreement read before the argument
- Records and correspondence as the evidence
- DIFC-law contracts and DIFC-registered parties
A commercial dispute usually arrives as a narrative about bad faith. It is resolved as a question about documents. What did the agreement actually require, what did each side do, and what is there to prove it. A party with a clear payment term, a record of delivery and a contemporaneous exchange of correspondence is in a materially different position from one relying on what was understood.
Non-payment cases illustrate this well. A customer who has stopped paying will usually raise quality or delay. Whether that answers the claim depends on what the contract said about payment, about acceptance, and about what happens when an invoice is disputed. Where an agreement provides for a fixed periodic fee, the existence of complaints about the work does not necessarily displace the obligation to pay it.
Suspension and termination carry the greatest risk of turning a strong position into a weak one. Both are creatures of the agreement. Suspending work or terminating without the right to do so converts the paying party's breach into the supplier's breach, and the sequence of who did what first often decides the whole case.
What usually decides these cases
The clause
Payment and acceptance terms
What triggers the obligation to pay, and what a dispute about work actually permits.
The record
Contemporaneous documents
Delivery, approvals, revisions and correspondence at the time, not reconstructed later.
The sequence
Who was in breach first
Suspension or termination without the right to do it reverses the positions.
Part 24
Immediate judgment
A weak defence to a documented debt may not need a trial.
General practice points drawn from published DIFC decisions, not a prediction about any particular contract.
What arises in practice
Commercial and business disputes
These are the recurring commercial problems that reach the DIFC Courts.
Unpaid invoices
Recovering sums due under a supply, services or retainer agreement where the customer has stopped paying.
Suspension of services
Whether work can be stopped for non-payment, and what the agreement requires before it is.
Termination
Whether a right to terminate existed, whether it was exercised properly, and what follows if it was not.
Guarantees and indemnities
Personal and corporate guarantees, what triggers them and what a demand has to establish.
Shareholder disputes
Deadlock, exclusion from management and disputes over the conduct of a company's affairs.
Agency and distribution
Scope, exclusivity and what happens on termination of a commercial relationship.
Contract drafting and review
Payment, acceptance, suspension, termination, governing law and forum settled before a dispute exists.
Pre-action assessment
What the documents actually prove, before a claim is issued and costs start running.
Before you stop work
Suspension and termination
| Suspension | Termination | |
|---|---|---|
| What it is | Stopping performance temporarily while the relationship continues. | Bringing the agreement to an end. |
| Where the right comes from | The agreement. There is no general freestanding right to suspend for non-payment. | The agreement, or a repudiatory breach by the other party. |
| Usual precondition | Notice, and often a cure period, in the terms the contract specifies. | Notice in the specified form, and strict compliance with any procedure. |
| Risk if you get it wrong | The suspension is itself a breach, and the other party may terminate. | A wrongful termination is repudiatory and exposes you to the counterparty's loss. |
| What to check first | The exact wording, any cure period, and what has already been communicated in writing. | The same, plus whether anything done since has affirmed the contract. |
A general orientation. Whether a right to suspend or terminate exists in a particular case depends on the agreement read as a whole.
Where you might be right now
Commercial situations
A customer has stopped paying and says the work was not good enough.
Start with the payment clause and the acceptance mechanism, then the record of what was delivered and what was said at the time. Complaints raised after an invoice goes unpaid carry less weight than complaints made when the work was done.
You want to stop work until the arrears are cleared.
Check whether the agreement gives that right and what it requires first. Suspending without the right converts a good claim into a defended one.
A bank or counterparty is demanding payment under a guarantee you signed.
What the guarantee covers, what has to happen before it can be called, and whether those conditions have been met. A demand is not the same as an established liability.
You are locked out of a company you part own.
What the constitutional documents and any shareholders' agreement provide, and what record exists of the decisions taken, decides the available routes.
The framework
Where commercial disputes are decided
Rules of the DIFC Courts
- Part 4
- Part 24
- Part 31
- Part 53
Starting a claim, immediate judgment where a defence has no real prospect of success, disclosure of documents, and the Small Claims Tribunal for lower-value claims.
Dubai Law No. 2 of 2025 concerning the DIFC Courts
- Jurisdiction
Whether the DIFC Courts can hear the contractual claim at all.
Sources
What this page is built on
The Rules of the DIFC Courts as published, and reasoning in published DIFC commercial judgments. The points on periodic fees, complaints about the work and contractual suspension reflect the Court of First Instance's analysis in Brand Lounge FZ LLC v Mohamed Hilal Group (CFI 097/2024), where an agreed monthly payment was distinguished from the performance complaints raised against it and a suspension was upheld on the particular agreements in that case.
A decision turns on its own contract. Nothing here states what any other agreement requires.
Guides on this topic
Commercial contracts and business disputes
Each guide takes one situation and works through what has to be established, what the records need to show and what the procedure requires.
- Your Bank Cut Off Trade Finance: Can You Recover the Business You Lost?
A fall in turnover after credit was withdrawn does not establish the bank's liability. Start with what the bank promised to fund, for how long, and which particular transactions failed because it did not.
- Your Yacht Insurer Says Private-Use Cover Does Not Match Your Commercial Plans
A pleasure boat can be intended for a commercial business. The policy description, intended use and required surveys need separate attention when an insurer rejects a casualty claim.
- Your Reinsurer Refuses Payment Because of Sanctions: What Must Be Examined?
A sanctions concern and a proved contractual payment defence are different questions. The actual cover, payment obligation and evidence matter, but a historic judgment is not clearance for a new transaction.
- Your Contractor and Its Bank Both Demand Payment: Whose Instruction Should You Follow?
Paying a nominated account, acknowledging a notice and accepting an assignment are different questions. Current security legislation also changes how older consent cases should be used.
- Your Fund Suspended Redemptions: Who Is Responsible for Returning Your Money?
The investment manager you deal with may not be the entity that owes a redemption payment. Start with the fund documents, the suspension notice and the decisions made about your request.
- Your Email Was Hacked and the Bank Paid: Who Bears the Unauthorised Transfer?
An email sent from your address is not necessarily your instruction. A hacked-mailbox dispute needs the original mandate, transaction history and evidence of what the bank saw.
Frequently Asked Questions
A customer says the work was poor and has stopped paying. Can they?+−
It depends on what the contract made payable and when. A complaint about the work is not automatically a right to withhold. Where an agreement provides a fixed periodic fee, dissatisfaction alone may not displace the obligation.
Can I suspend work until I am paid?+−
Only if the agreement gives that right, and usually only after the notice or cure period it specifies. Suspending without the right converts your good claim into a defended one.
What makes the difference in a payment dispute?+−
The contemporaneous record. Delivery, approvals, revisions and correspondence at the time, not reconstructed later. That is usually what decides it.
A bank is demanding payment under a guarantee I signed. Is that the end of it?+−
No. What the guarantee covers, what has to happen before it can be called and whether those conditions have been met are all live questions. A demand is not an established liability.
How long do I have to bring a claim for an old debt?+−
There is a deadline and it is worth checking before chasing further. A claim that is good on the merits can still fail because it was brought late.
Matters before the DIFC Courts are conducted by the firm, with counsel from its panel of DIFC-registered advocates engaged for the hearing. The firm acts as counsel in arbitrations seated in the DIFC and the wider UAE, and conducts the Indian proceedings that follow, including enforcement of UAE awards and judgments in India. This section is legal information, not legal advice.
The agreement and the records decide this before anything else does
Before a letter goes out or work stops, it is worth establishing what the contract actually permits and what the documents will show.
Enquiries are handled in confidence. The firm conducts the matter and engages counsel from its panel of DIFC-registered advocates for any hearing.