Dubai Court of Cassation, Real Estate Appeal No. 49 of 2025, judgment of 29 April 2025
Once the Land Department has issued its document confirming the procedure under Article 11 of Dubai Law No. 13 of 2008 (as amended by Law No. 19 of 2020), a developer may terminate an off-plan sale on its own without going to court, but it may instead sue. If it sues without having terminated, the court decides the dispute and the buyer may show that he was not in breach or avert termination. Under the implied resolutory condition in bilateral contracts the debtor may pay at any time before the final judgment, including by formal tender and deposit with the court, unless the creditor proves that the late payment is incompatible with continuing the contract in good faith. The Land Department document does not bind the court.
A buyer bought an off-plan apartment from the original developer in 2010; the purchase was registered with the Land Department as an incomplete transaction because the 4 per cent registration fee had not been paid. A new developer took over the project under a judgment of the special judicial committee for incomplete and cancelled real estate projects and completed the building in September 2023. Saying that the buyer had ignored demands for the outstanding instalments, the new developer complained to the Land Department, which gave the buyer 30 days to pay, issued a document confirming that the procedure had been followed and directed the developer to obtain a court judgment cancelling the registration. The developer sued for cancellation of the buyer's registration. The buyer counterclaimed, tendered a manager's cheque for about AED 1.02 million covering the balance of the price, the 4 per cent registration fee and VAT, and deposited it with the court when the developer refused it.
The courts below dismissed the developer's claim, upheld the tender, declared the sale valid and ordered the developer to complete final registration and hand over the unit and title deed; the trial court also noted that, the unit having been completed, Law No. 13 of 2008 no longer applied. In cassation the developer argued that the unit was still off-plan (about 60 per cent complete) when it went to the Land Department, that the buyer had refused service of the notices, and that the deposit was late, conditional and incomplete.
The Court of Cassation dismissed the appeal. Article 11 lets a developer holding the Land Department document act against the buyer without going to court, but does not prevent it from suing; where it sues rather than terminating unilaterally, the court decides the case and the buyer may show that he was not in breach or avert termination. A tender and deposit under Article 195 of the Civil Procedure Code is a debtor's request to perform, and under the implied resolutory condition the debtor may always pay until the final judgment unless the creditor proves that the late payment is incompatible with continuing the contract. Termination therefore requires the debtor to remain in default until the final judgment. The lower courts had found the tender unconditional and sufficient, the developer had not claimed serious harm from the delay, and the Land Department document did not oblige the court to order termination.
A developer that obtains the Land Department document and then goes to court, rather than terminating on its own, gives the buyer until the final judgment to cure. A buyer facing such a claim can save the contract by formally tendering and depositing with the court the full outstanding balance, fees and VAT. The judgment also confirms that the Land Department document does not bind the court once the dispute is litigated, and the courts below treated the original purchase contract as binding on the developer that took over the cancelled project.
“الفسخ المبنى على الشرط الفاسخ الضمني المقرر في القانون لجميع العقود الملزمة للجانبين يخول للمدين دائماً أن يتوقى الفسخ بالوفاء بالدين إلى ما قبل صدور الحكم النهائي في الدعوى”Short quotation from the judgment as published by the court. The full judgment is on the court’s official service.
Dubai's 2020 off-plan termination rules apply to earlier contracts, and courts may set the developer's retention below the maximum
Dubai Law No. 19 of 2020, which replaced Article 11 of Law No. 13 of 2008 on the Interim Real Property Register, applies retroactively to off-plan contracts governed by t…
A debtor's only home cannot be sold in execution on the ground that it exceeds his housing needs
Under Article 106(2) of the Civil Procedure Regulation (Cabinet Resolution No. 57 of 2018), the house used as a residence by the debtor and the dependants living with him…
A claim fee paid late but before the first hearing makes the claim effective from the date of payment
Under Articles 44, 45 and 47 of the Civil Procedure Code a claim is registered and effective from the filing of the statement of claim only if the fee is paid within thre…
A signed off-plan reservation form is a binding sale, and without interim registration the developer must refund
A sale is concluded when offer and acceptance meet on the property and the price; no written form is required, and agreement may be shown by conduct or by exchanged corre…
On termination of a completed-unit sale, the contractual late-payment penalty falls away and damages follow general rules
Dubai Law No. 13 of 2008 applies only to units still under construction; once a unit exists or is registered in the Real Property Register under Law No. 7 of 2006, that L…
A registered mortgage is enforceable for the unpaid balance; part payment and interest disputes do not stop the sale
A notarised instrument, including a duly registered mortgage securing a certain, liquidated and due debt, is an execution title under Article 212 of the Civil Procedure L…
Whether you are establishing a new venture, restructuring an existing enterprise, or exploring residency pathways — we are here to advise.
Arrange a Consultation →