Civil Transactions Law · Federal Decree-Law 25 of 2025
Article 137
Section One: Sources of Obligation > Chapter One: The Contract > Part Four: Pillars, Validity, Options, and Types of a Contract
English translation
1. Payment of earnest money upon concluding the contract indicates that the contract has become final and may not be withdrawn from, unless the agreement or custom provides otherwise.
2. If the contracting parties agree that the earnest money is a penalty for withdrawal from the contract, each of them has the right to withdraw. If the party who paid the earnest money withdraws, they shall forfeit it, and if the party who received it withdraws, they shall return it together with an equivalent amount.
Official translation, as published by the portal.
Official Arabic text
.1 دفع العربون وقت إبرام العقد يفيد أن العقد أصبح باتًا لا يجوز العدول عنه إلا إذا قضى الاتفاق أو العرف بغير ذلك.
.2 إذا اتفق المتعاقدان على أن العربون جزاء للعدول عن العقد كان لكل منهما حق العدول، فإذا عَدَل من دفع العربون فَقدَه، وإذا عَدَل من قبضه ردّه ومثله.
What it means when you sign
This article covers earnest money, meaning a sum paid when a contract is made. Paying it indicates that the contract has become final and that neither side may withdraw, unless the agreement or custom says otherwise.
If the parties agree that the earnest money is a penalty for withdrawing, each of them has the right to withdraw. A party who paid the earnest money and withdraws loses it. A party who received it and withdraws must return it together with an equivalent amount.
When you are about to sign, this article means that a payment described as a deposit or earnest money can carry real weight. Without an agreement saying otherwise, it signals that the deal is final. If the contract says the payment is the price of withdrawing, then walking away costs the payer the sum, and costs the receiver double. The wording of the clause, and whether it calls the payment earnest money, a deposit or an advance, is therefore worth checking closely.
Not yet cited in a Fahm report; shown because it sits in the same chapter as one that is.
Related articles
- Article 127This article separates an offer from an invitation to contract.
- Article 128Cited in Fahm reportsThis article covers silence in response to an offer.
- Article 129This article covers how long an offer stays open and when it lapses.
- Article 138Cited in Fahm reportsThis article defines a framework agreement.
- Article 171Cited in Fahm reportsThis article says when staying silent counts as deception.
- Article 172This article gives a remedy for deception combined with unfairness.