Common Contract Drafting Mistakes to Avoid in Dubai

A deadline without a clear starting point, payment tied to an undefined approval, or a contract signed in the wrong company name can create problems long after negotiations have ended.

This guide explains nine contract drafting mistakes businesses should check before signing, with practical examples and ways to clarify the wording. For a broader explanation of the provisions to consider, see our guide to commercial contracts in Dubai.

9 Common Contract Drafting Mistakes and How to Address Them

1. Using Vague or Inconsistent Language

Words such as “promptly” or “satisfactory” can leave the parties with different expectations. Phrases such as “reasonable efforts” may be appropriate in context, but they need to be considered alongside the obligation and the standard of performance intended.

Example: A supplier promises delivery “as soon as possible”, while the buyer expects the goods before a scheduled opening. The wording does not record that deadline.

What to clarify: Define important terms, identify measurable requirements where appropriate and use the same wording consistently. Check that the description of an obligation matches any related schedule or specification.

2. Naming the Wrong Party or Overlooking Signing Authority

A brand name may differ from the legal entity responsible for performing the agreement. Similar names within a group can also create uncertainty about who is committing to the transaction.

Example: The proposal names a trading brand, the agreement names its parent company and the invoices come from a subsidiary. The documents leave the contracting party unclear.

What to clarify: Confirm each party’s full legal name, registration details and address. Check the proposed signatory’s authority and make the party details consistent across the agreement and its attachments.

3. Ignoring the Applicable Legal Framework

Terms copied from an earlier agreement may reflect a different jurisdiction, sector or type of transaction. Selecting governing law does not replace the need to consider requirements relevant to the arrangement.

Example: A template refers to an overseas regulator and approval procedure that have no connection to the parties’ UAE operations.

What to clarify: Identify the framework relevant to the transaction and review the clauses against it. Remove irrelevant references and seek advice on provisions whose operation depends on applicable legal requirements.

4. Leaving Scope Changes Without an Approval Procedure

A detailed initial scope is useful, but projects can change. Without a procedure for additional work, the parties may disagree about whether a request is included in the original price.

Example: A client requests extra designs during a project. The supplier completes them and invoices separately, but the client considers them part of the agreed fee.

What to clarify: State what is included and excluded. Explain how changes are requested, assessed, priced and approved, who can approve them and how their effect on deadlines is recorded.

5. Setting Deadlines Without Dependencies or Extension Rules

A deadline can be difficult to manage when the contract does not explain what must happen first. Delays in information, access or approval may affect the delivery timetable.

Example: Work must be completed within 30 days, but the agreement does not say whether that period starts on signature, payment of the deposit or receipt of the client’s materials.

What to clarify: Define the starting point, milestones and relevant dependencies. Address how delays are notified and how extensions are assessed and recorded. Review exceptional-event provisions separately rather than treating them as a general solution to every delay.

6. Using Unclear Payment Conditions

A price alone does not explain when payment becomes due. Unclear invoicing requirements, acceptance procedures or milestone definitions can leave both sides uncertain.

Example: The contract says “payment after completion” but does not define completion, who approves the work or how concerns must be raised.

What to clarify: Record the price, currency, invoicing requirements, payment dates and any conditions for payment. If approval triggers payment, define the approval procedure. Review proposed late-payment charges against the applicable legal framework.

7. Reviewing Liability Limits and Indemnities Separately

A liability cap may appear to limit exposure, while another clause creates obligations that fall outside it. Checking each provision in isolation can conceal how they interact.

Example: One clause limits liability to the contract value, while a separate indemnity states that it is unlimited. The business needs to understand the intended effect of both provisions before accepting them.

What to clarify: Read liability caps, exclusions, indemnities, warranties and insurance provisions together. Identify which obligations are limited, any exceptions and whether the allocation reflects the transaction. A clause’s effect also depends on its wording and applicable law.

8. Including an Incomplete or Conflicting Dispute Clause

Dispute provisions can become unclear when wording is copied from different templates or when schedules contain a different process from the main agreement.

Example: The main contract refers disputes to arbitration, but an attached set of terms names a court without explaining how the provisions fit together.

What to clarify: Make governing law and dispute provisions consistent. If court proceedings are chosen, review the intended court and jurisdiction wording. If the parties choose arbitration, address the relevant rules, seat, appointment arrangements and language. Any negotiation or mediation steps should fit the agreed process.

9. Leaving Termination Procedures Incomplete

A right to terminate may be difficult to use correctly if the agreement does not explain the trigger, notice procedure or consequences. Ending the relationship also leaves practical matters to resolve.

Example: A contract permits termination for breach but does not explain whether the other party must first receive notice and an opportunity to remedy it.

What to clarify: Review the grounds, notice requirements, any remedy period and the method of serving notices. Address outstanding payments, unfinished work, return of property, access to materials and obligations intended to continue afterwards.

How to Check for Gaps Before Signing

Read the agreement against realistic situations, rather than checking only whether familiar clauses are present. Ask what happens if work changes, payment is disputed, a deadline depends on approval or the relationship ends early.

Then compare the main agreement with every schedule, proposal and set of terms it incorporates. Look for different party names, conflicting dates, undefined terms, broken cross-references and blanks left in the draft.

Record unresolved points and agreed revisions. Once the final wording is settled, check that all parties are signing the same version and retain the complete agreement with its attachments.