Common Commercial Legal Issues We Handle
Breach of Commercial Contract
A commercial contract may be breached when a party fails to deliver goods, provide agreed services, make payment, meet a deadline or comply with another material obligation.
Before taking action, the contract should be reviewed as a whole. Relevant provisions may include the scope of work, payment terms, notice requirements, limitation-of-liability provisions, termination rights, governing law and dispute-resolution clauses.
Legal assistance may involve assessing whether a breach occurred, preparing a formal notice, responding to allegations, calculating the recoverable loss and determining whether negotiation, court proceedings or arbitration is appropriate.
Shareholder and Partnership Disputes
Shareholder and business-partner conflicts may involve management control, profit distributions, access to company records, related-party transactions, misuse of company funds, dilution, removal from management or breaches of a shareholders’ agreement.
The appropriate legal response will depend on the company’s legal form, constitutional documents, ownership structure and applicable company or free-zone regulations. Federal Decree-Law No. 32 of 2021 provides the principal federal framework for many UAE commercial companies, although special rules may apply to exempted, regulated or free-zone entities.
Early legal assessment can help determine whether the dispute should be addressed through corporate resolutions, negotiation, urgent protective measures or formal proceedings.
Unpaid Invoices and Commercial Debt Recovery
A debt-recovery claim normally requires more than an unpaid invoice. The creditor may need to establish the underlying transaction, performance of its obligations, the amount due, the payment date and the debtor’s failure to pay.
Contracts, purchase orders, delivery records, account statements, emails, acknowledgements and partial payments may all be relevant. It is equally important to consider whether the debtor has identifiable assets and whether the cost of proceedings is proportionate to the amount recoverable.
Depending on the evidence, the legal strategy may involve a demand notice, payment negotiations, a substantive claim, an expedited procedure where available or enforcement of an existing executable instrument.
Supply and Distribution Disputes
Supply and distribution disputes may involve non-delivery, late delivery, defective products, rejected goods, exclusivity, territorial restrictions, unpaid commissions, pricing changes or termination of a continuing commercial relationship.
The legal analysis should address the parties’ contractual obligations, acceptance procedures, inspection requirements, notice provisions and any agreed dispute-resolution process.
Where the relationship is ongoing, a negotiated solution may preserve commercial value. Where losses are continuing, or assets are at risk, more immediate legal action may be necessary.
Commercial Agency and Franchise Disputes
Commercial agency and franchise relationships may produce disputes concerning registration, exclusivity, territory, commission, renewal, termination, compensation or use of intellectual property.
Registered commercial agencies may be subject to Federal Law No. 3 of 2022 concerning the regulation of commercial agencies and related procedures. Not every distribution, franchise or representation arrangement will necessarily qualify as a registered commercial agency, so the legal classification of the relationship should be confirmed before a strategy is selected.
Director and Manager Liability
Disputes involving directors or managers may include allegations of acting beyond authority, conflicts of interest, misuse of company property, inaccurate records, unauthorised payments or decisions causing company loss.
Personal liability should not be assumed merely because a company has failed to perform a contract. The legal team should examine the company structure, the individual’s authority, the conduct alleged and the statutory or contractual basis for seeking personal responsibility.
Legal assistance may be required by the company, shareholders, creditors or the director or manager defending the allegations.
Settlement Agreement Disputes
Businesses frequently resolve disputes through payment plans, settlement agreements, acknowledgements of debt or agreements to discontinue proceedings.
A new dispute may arise if one party fails to make an instalment, transfer an asset, withdraw a claim or perform another settlement obligation. The wording of the settlement is critical because it determines whether the original claim survives, whether acceleration applies and whether the agreement can be enforced directly or requires a new substantive claim.
In Dubai, certain approved conciliation agreements may acquire the force of an executable instrument under the applicable conciliation framework. The route depends on how and where the settlement was concluded and approved.
Cross-Border Commercial Disputes
International disputes may involve foreign companies, contracts signed abroad, payments in different currencies, overseas evidence or assets located in several jurisdictions.
A favourable judgment is only valuable if it can be enforced. The legal strategy should therefore consider jurisdiction, service outside the UAE, document legalisation, foreign-law evidence, asset location and the rules governing recognition and enforcement.
Cross-border coordination may be needed before proceedings begin, particularly where there is a risk that assets will be transferred or parallel proceedings will be filed elsewhere.