Understanding why review matters

Once a contract is signed, the parties are generally expected to perform what it records, and disagreements about intention are usually resolved by reference to the written text and the surrounding facts, subject to the applicable law and procedure. Reading a draft carefully before signing is an opportunity to raise questions while they can still be addressed by negotiation rather than by dispute.

This is particularly relevant in commercial dealings in the UAE, where contracts are often exchanged quickly and parties may assume shared understanding that is not actually reflected in the wording.

Section pending verification

Clauses commonly worth checking

This list is descriptive rather than exhaustive — the clauses that matter most vary with the type of transaction and the parties involved.

  • Parties: the correct legal names, trade licence details and the capacity in which each party contracts.
  • Scope: what is actually being supplied, delivered or performed, and what is excluded.
  • Payment: amounts, currency, milestones or timing, and what happens if payment is late.
  • Termination: how and when either party may end the contract, and what notice is described.
  • Liability: how responsibility for loss or damage is allocated between the parties.
  • Governing law and dispute resolution: which law is stated to apply and how disagreements are to be handled.
  • Language versions: whether the contract exists in more than one language and which version is stated to prevail.
  • Signatures and authority: whether the signatory is authorised to bind the party, and whether any stamp or company seal is expected.

Practical steps before signing

  1. 1Read the entire document, not only the sections that seem most relevant.
  2. 2Compare any bilingual versions side by side where both are provided.
  3. 3List questions and unclear terms and raise them before signing.
  4. 4Confirm who is signing, in what capacity, and whether that person has authority to bind the company.
  5. 5Keep a signed copy of the final version, together with any annexes or attachments referred to in it.
  6. 6Consider a professional review where the value, duration or complexity of the contract is significant.