As geopolitical tensions in the region continue to affect business operations, MEPRA recently hosted an open webinar for agency owners, in-house teams, freelancers and events businesses across the UAE, shedding light on some of the burning legal questions many have had over the past few weeks.
Moderated by Ananda Shakespeare, CEO at Shakespeare Communications, she was joined by Ahmad Al Khalil, Partner at Crimson Legal.
Below, is a summary of the key legal guidances shared during that session.
1. Force Majeure: What it actually means – and when you can use it
The concept of force majeure is frequently cited during periods of instability, but it is widely misunderstood. According to Al Khalil, the threshold for invoking it successfully is far higher than most people assume.
There is a clear three-part test that must be met:
- Was the event genuinely unforeseeable – something no reasonable party could have predicted?
- Was it entirely outside the control of both parties?
- Did it make performance of the contract truly impossible – not just more expensive, inconvenient, or undesirable?
It is the third element – impossibility – where most force majeure claims fail.
Al Khalil highlighted this with a recent client matter involving a property sale in which the buyer attempted to withdraw, citing regional conflict as a reason for no longer wishing to live in the UAE. The mortgage had already been approved, the property was intact, and the seller remained willing to proceed.
The force majeure claim did not succeed because none of the conditions had been met. Al Khalid said: "Force majeure does not automatically apply. No party can unilaterally say 'I am invoking it' and therefore walk away from their obligations."
The key practical point being: unless a government authority formally declares force majeure at a national level, individual businesses and individuals cannot invoke it unilaterally. Attempting to do so without meeting the three-part test leaves a party exposed to breach of contract claims.
2. When disruption strikes: The right legal and contractual steps
If a client, supplier, venue, freelancer or delivery partner is struggling to fulfil their obligations due to disruption linked to regional conflict, the first step, says Al Khalil, is simple: read the contract.
Many contracts already have provisions for suspension of services in unforeseen circumstances, termination for convenience clauses, and third-party risk protections. These may offer a structured route through the situation without the need to default or dispute.
Al Khalil's primary advice, however, was not to rush toward legal escalation. "I know it sounds counterproductive for a lawyer to say this, but the key word is diplomacy. If there is a way you and your counterparts can reach a middle ground, that would be the best advice I can give anyone," he said.
He added that litigation is slow, with a court route typically taking at least six months with no guaranteed outcome. An amicable settlement, by contrast, allows both parties to walk away knowing exactly what they owe and what they are owed. Al Khalil's recommended sequence:
- Review the contract carefully for relevant clauses.
- Make direct contact with the other party and open a dialogue.
- Look for a negotiated middle ground – it may not be ideal for either party, but it brings certainty.
- Only pursue legal intervention if all negotiation has been exhausted.
3. Employment Law: Protecting both businesses and their people
Employment contracts have come under significant pressure and scrutiny during this period, with many businesses considering redundancies, salary adjustments, reduced hours or shifts to remote working. The legal position on these changes is clear, and carries important protections for employees.
No employer has the right to unilaterally change a contract in a way that reduces an employee's benefits. This applies to salary, working hours, annual leave, overtime, and any other entitlement. Any such change, even a temporary one, constitutes a technical termination of the original contract if made without the employee's written consent.
"It is not the employee's problem that the company has fewer customers. Their job is to provide the services they were hired for," says the legal expert.
Al Khalil highlighted one example of a creative approach to workforce management during the crisis: a business proposing a three-day weekend in exchange for a 20% salary reduction. This is legally permissible, he said, but only if the employee freely consents in writing. Critically, any such arrangement must also address what happens to end-of-service gratuity in the event of termination during the adjustment period. Without that written clarification, employees risk losing entitlements.
His advice to employees: do not sign any amendment without understanding what it means for your gratuity, and ensure the written agreement specifies that, should the employment end during the adjustment period, gratuity will revert to its original calculation basis.
4. Contracts that don't mention war or geopolitical events: Are you covered?
Many standard commercial contracts make no reference to conflict, airspace disruption or geopolitical instability. This raises an obvious concern: can a business claim any protection at all?
The answer is yes – to a degree. UAE law does provide protection for parties unable to perform due to genuinely unforeseen circumstances, even when these are not explicitly named in the contract. However, Al Khalil strongly encouraged businesses to go further and use this moment as an opportunity to future-proof their agreements.
He outlined a number of practical contract amendments that Crimson Legal has been advising clients to implement:
- Variable pricing clauses: For example, rather than fixing shipping or logistics rates in a contract, specify that the applicable rate will be determined on the day the shipment or service is delivered.
- Temporary suspension provisions: Include a defined window – 30, 60 or 90 days – during which either party can call for a pause and renegotiation before termination is triggered.
- Third-party risk language: Standard clauses typically exclude liability for third-party actions. In the current environment, Al Khalil recommends also referencing third-party fees and cost volatility.
- Time-limited force majeure: Include a provision specifying that if a force majeure event resolves within a defined period, the contract resumes automatically; only if it persists beyond that period does termination become available.
"Think of the word 'fluidity'. If anything is out of your control, how can you limit your exposure? It boils down to that," said Al Khalil.
The overarching principle is that contracts need to be less binary. Black-and-white agreements written for stable conditions may offer little practical guidance when conditions change significantly.
5. Documenting everything: Your most valuable legal habit
Across every topic discussed in the session, one piece of advice recurred consistently: document everything in writing.
"Even if I speak to you in the corridor walking from the office to the meeting room, go back to your desk, send an email saying 'based on our conversation earlier, please confirm the following points.' Minute all your meetings. Keep everything in writing," said Al Khalil.
He also added that WhatsApp messages are admissible and acceptable as written documentation. What matters is that any agreement, adjustment, delay or concession is recorded simultaneously. A verbal agreement, however well-intentioned, offers very limited protection if a dispute arises later. This is especially important for:
- Any changes to delivery timelines or scopes of work
- Agreed payment deferrals or partial payments
- Employment contract adjustments
- Decisions relating to contract suspension or termination
6. For PR and Communications agencies specifically: Practical guidance
MEPRA member and moderator, Shakespeare, posed several points of direct relevance to communications agencies and independent consultants operating in the UAE and the wider region.
On clients looking to pause retainers: Unless a contract contains a specific pause or suspension clause, the client does not have a unilateral right to pause the engagement. If there is no such clause, the agency holds the contractual position. The decision to accommodate a pause is a commercial and relationship choice — not a legal obligation.
On clients asking for reduced invoices: Reissuing an invoice with a reduced amount is not inherently illegal, but care must be taken if the reduction is structured in a way that facilitates VAT avoidance. Any arrangement involving partial cash payment should be treated with caution and documented clearly.
On partial payments received: If a client sends less than the invoiced amount, this does not automatically void the debt. The full amount remains owed. The question then becomes one of negotiation. Al Khalil's advice here too is to: assess the situation financially rather than emotionally, and ask what outcome leaves the business in the least difficult position.
Shakespeare added a perspective from her own practice: if a client is being allowed to exit a contract or defer payment, consider what non-financial value can be extracted in return – whether that is a case study, a testimonial, a referral, or a commitment to return when conditions normalise.
This article has been prepared for informational purposes only and does not constitute legal advice. For specific legal guidance, please consult a qualified legal professional.
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