Civil Transactions Law: acceptance in adhesion contracts and oppressive terms (official Arabic text)
- Published by:
- Ministry of Justice
A business may need a commercial contract drafted with care, or an existing contract reviewed to understand clearly what it requires.
The Civil Transactions Law, issued under Royal Decree No. M/191, governs contract rules in Saudi Arabia, including the following:
In certain cases, yes. If exceptional general circumstances that could not be foreseen arise after contracting and make performing the obligation so onerous that it threatens the debtor with grave loss, the Civil Transactions Law allows the debtor to invite the other party to negotiate without unjustified delay, without entitling the debtor to stop performing, and if no agreement is reached within a reasonable time a court may reduce the obligation to a reasonable level. An ordinary shift in market conditions is not enough on its own to meet this bar.
If the contract is an adhesion contract, where acceptance is limited to submitting to terms the other party set and would not discuss, the law allows a court to amend an oppressive term or release the adhering party from it as justice requires, and any agreement to the contrary is void.
It covers both. It includes drafting a new commercial contract, and reviewing a proposed draft before it is signed or an existing contract to understand its obligations and legal implications, and a review may focus on a single clause to understand the obligation it creates.
Not always. A contract is formed when an offer is matched by an acceptance, and intent may be expressed in words, in writing, by an understood gesture, or by conduct, expressly or impliedly, unless the law, the parties' agreement, or the nature of the transaction requires otherwise.
The right itself is not extinguished by the passage of time, but as a general rule a claim for it will not be heard against a party who denies it once ten years have passed, unless a legal provision sets another period or the right falls within the exceptions the law sets out. For claims within the jurisdiction of the Commercial Courts, a claim will not be heard, absent a special provision, after five years from the date the right claimed arose, unless the defendant acknowledges the right or the claimant presents an excuse the court accepts. Because shorter periods apply in specific situations, confirming the right period depends on the nature of the claim itself.
No. Amending an adhesion contract's terms requires showing that a term is genuinely oppressive, not merely unfavorable to one side. Where that is shown, the disadvantaged party may ask a court to amend or excuse it.
The Civil Transactions Law, issued under Royal Decree No. M/191, governs contract rules in Saudi Arabia. Its provisions include rules on adhesion contracts, on exceptional general circumstances that make performing an obligation onerous, and on claims not being heard once a set period has passed.
They typically include the contract itself, in draft or signed form, any later amendments or side letters, and correspondence about the disputed clause or obligation. Where the question concerns asking for the contract to be reconsidered because of an unforeseen circumstance, evidence supporting that circumstance is added.
The legal texts and official publications this content relies on.
This is general information based on the cited laws when this page was prepared. It may change, and it is not legal advice on a specific case.