The Other Side Has Broken Our Contract

Before anything legal happens, get the breach down to something specific. Which obligation, in which clause or which agreed variation, was the other side required to perform, by when, and what exactly did they do or fail to do instead? A general sense that they have behaved badly is not a claim; an identified obligation and an identified failure is.

Write it out as a short chronology with dates against each event. This is the document your lawyer will work from, and building it while your memory is fresh beats reconstructing it months later from a folder of emails.

Sometimes the argument is not whether something was done but what the contract actually required. Onshore, the Civil Transactions Law says clear wording may not be departed from by way of interpretation; where wording is ambiguous, the court looks for the parties' common intention, without being confined to the literal meaning of the words and in line with the custom prevailing in transactions, and reads the contract to achieve justice and good faith between the parties (Arts. 119–120). In technical or accounting disputes, the court can appoint an expert. The DIFC and ADGM Courts read contracts under their own common-law-based approach — ADGM applies English common law — and an arbitral tribunal applies the law the contract chose. Keep the drafts, negotiation emails and records of how both sides performed over time; how much weight each forum gives them may differ, and your lawyer will decide what to rely on.

Evidence has a habit of disappearing exactly when a relationship breaks down. Secure the signed contract and every annexure, variation and side letter, the full email chain including attachments, the messaging threads, delivery notes, invoices, payment records, meeting notes and anything showing what each side understood at the time.

Do this before you send anything that signals a dispute. Once the other side knows a claim is coming, shared systems get tidied and access gets revoked. If any of your records live on a platform the other party controls, export them now.

Most commercial contracts tell you what to do about a breach, and most people in this position have not read those clauses since signature. Look for the notice provisions — who notice goes to, at what address, in what form, and within what period — and for any cure period the other side is entitled to before you can treat the contract as at an end.

These provisions are not formalities. Acting without giving a notice the contract required, or terminating before a cure period has run, can turn the party who was wronged into the party in breach. An escalation clause requiring negotiation before proceedings sits in the same category and has to be followed in order.

Near the back of the contract there will usually be a clause naming the governing law and a clause naming the forum. Together they determine which body of law your claim is analysed under and which system has the power to decide it, and they matter more to the shape of your case than almost anything in the commercial terms.

A contract governed by UAE law and heard onshore is analysed under the Civil Transactions Law in an Arabic-language court with court-appointed experts. The same dispute under a DIFC or ADGM jurisdiction clause runs in English under a common-law framework and a different procedure. If the two clauses point in inconsistent directions, or one is missing, raise that with a lawyer early.

An arbitration clause takes the dispute out of all four court systems and puts it in front of a tribunal instead. That changes almost everything about how the case runs, so find it before taking any step that assumes a court.

Legacy clauses need particular care. Dubai Decree No. 34 of 2021 concerning the Dubai International Arbitration Centre abolished the Emirates Maritime Arbitration Centre and the DIFC Arbitration Institute and DIFC-LCIA under its Article 4. Under Article 6(a), existing agreements naming those abolished centres remain valid with DIAC substituted unless the parties agree otherwise, and under Article 6(b) tribunals already constituted continue under the rules they had adopted. So a clause naming an abolished institution is not void — but it no longer operates as drafted, and that should be confirmed before any notice of arbitration is issued.

There is a further point that catches people out. Under Article 4(b) of the same Decree, where the parties have not agreed a seat, the DIFC is the default seat. A clause that simply says disputes go to arbitration without naming a seat therefore may not land where either party assumed, and the consequences of the seat are substantial.

Once you know what the contract requires, send it properly: to the right person, at the right address, by the method the contract specifies, within any time limit it sets, and setting out the breach with enough particularity that the other side knows what they are being asked to remedy.

A lawyer-drafted notice does more than tick the contractual box. It records your position at a point in time, frames the dispute on your terms, and often produces a negotiated outcome without proceedings — because it signals that the next step has been thought through rather than threatened.

Performance, payment, termination and a clean exit, or compensation are different objectives and they lead to different strategies. Being clear with yourself about which one you are pursuing — and about whether you want this counterparty back or want to be rid of them — changes what your lawyer should be doing from the first week.

Bring the chronology, the contract with its annexures, the correspondence and your commercial objective to the first meeting. A lawyer moves faster when the groundwork is done, and early decisions in a contract dispute constrain the later ones.