Corporate & commercial

Contracts that hold
when tested.

Most commercial disputes are decided by a clause someone agreed to without reading it closely. The cheapest legal work you will ever buy happens before the deal is signed.

What this covers

Structure, contracts
and disputes.

Advice for businesses operating in or into the UAE — from formation and shareholder arrangements through to the disputes that test them.

The UAE is a market where businesses are frequently built faster than the paperwork behind them. Shareholders agree terms informally, suppliers work from purchase orders rather than contracts, and a governing-law clause is copied from a template that nobody has read. It works perfectly well until the relationship deteriorates — at which point the documents, not the intentions, decide the outcome.

The preventative work is unglamorous and highly effective: shareholder arrangements that anticipate exit and deadlock, contracts with jurisdiction and termination clauses that actually suit your position, governance that satisfies the regulator, and commercial terms drafted so that enforcement is realistic rather than theoretical.

When a dispute does arrive, the first question is rarely who is right. It is which forum applies, what the contract chain actually says, what can be proved from the documents, and what a commercially sensible outcome looks like against the cost and time of pursuing it. That assessment usually reframes the problem.

Contracts Shareholders Company formation Governance Commercial disputes Cross-border

When people call

Where businesses
get caught.

The commercial problems that most often arrive already expensive.

01

A shareholder relationship breaking down

Deadlock, exclusion from management or a disputed valuation. What the shareholders agreed — and whether it was documented — decides almost everything.

02

A contract that does not fit the dispute

Jurisdiction, governing law and termination clauses drafted for a different deal, discovered only when they are needed.

03

Non-payment by a commercial counterparty

The question is not only whether you are owed, but whether the counterparty can actually be pursued and paid from.

04

Termination and exit

Ending a distribution, agency, supply or joint-venture relationship without triggering claims that outlast the relationship itself.

05

Regulatory and licensing exposure

Activity that has drifted beyond the licence, or a structure that no longer matches what the business actually does.

06

Cross-border transactions

Where parties, assets, payment and governing law sit in different jurisdictions, and enforcement has to be planned before signature.

What actually matters

What decides
a commercial dispute.

Rarely the merits alone. Usually the documents, the forum and the counterparty's solvency.

The contract chain

Not one agreement but all of them — the master contract, purchase orders, variations, emails confirming terms and the conduct that followed.

The forum

Onshore courts, DIFC or ADGM, or arbitration. The clause you signed determines the procedure, the cost and how the outcome is enforced.

The evidence

Commercial cases are won on documents. Dated correspondence, delivery records, invoices and payment history are worth more than recollection.

The recovery

A judgment is only as valuable as the assets behind it. Assessing whether the counterparty can pay belongs at the start, not the end.

Common questions

Questions worth
asking.

General information only — structure and forum change the analysis considerably.

Should my contract choose onshore courts, DIFC or arbitration?

It depends on where the parties and assets are, how quickly you may need interim relief, the language and procedure you prefer, and where any award or judgment would ultimately be enforced. It is a decision worth making deliberately at drafting stage, because it is very difficult to change once a dispute exists.

We never signed a formal contract. Do we still have a claim?

Frequently, yes. Purchase orders, invoices, correspondence and the parties' actual conduct can establish terms. It makes the claim more document-intensive to prove, but not necessarily weaker.

What can I do about a shareholder who has excluded me?

The starting point is the shareholders' agreement and constitutional documents, and what they say about management, deadlock, valuation and exit. Where they say little, the strategy shifts to the statutory and evidential position — and to leverage.

How long do commercial disputes take in the UAE?

It varies widely with the forum, the complexity, whether expert evidence is needed and whether the other side engages. Anyone quoting a firm timeline before reading the contract and the file is guessing.

Is it worth suing if the other side may not pay?

Often not, and that assessment should come first. Recovery planning — what assets exist, where, and how a judgment would be enforced against them — is part of deciding whether to file at all.

Have the contract reviewed before it is tested.

Whether you are drafting, negotiating or already in dispute, the documents decide the outcome. Bring them and get a straight assessment.

WA