Force Majeure in Gulf Construction Contracts — Responding to Regional Disruption

In light of recent events in the Middle East, this Client Alert explores typical force majeure regimes in construction contracts focusing on typical clauses, governing law implications, key considerations and practical tips and recommendations for participants in the construction sector.

9 March 2026

The current conflict in Iran is causing significant disruption across the Gulf. In the context of construction projects, we are already seeing disruptions to supply chains, with pronounced impacts on logistics including severely limited transport routes and reduced cargo and shipment availability.

Against this backdrop, Employers should expect Contractors to begin (or at least be considering) raising Force Majeure claims if their performance of their contract has been impacted. Memories of disruptions from Covid-19 will be fresh and some of lessons learned can be applied in the current situation.

It is essential for Employers and Contractors to fully understand the contractual processes governing such claims, the applicable legal regimes, the practical consequences of Force Majeure events, and the key considerations that will shape their response strategy. Early and informed engagement with these issues will be critical to protecting project timelines and commercial positions.

King and Spalding’s construction and disputes team is supporting clients in the Middle East to navigate these challenges. With offices in the United Arab Emirates and the Kingdom of Saudi Arabia, we offer full value chain support combining international construction expertise with deep regional knowledge. Our team can assist at every stage of the process, from initial claim assessment through to dispute resolution.

Typical Construction Contract Force Majeure Regimes

There is no universal Force Majeure regime in construction contracts. Each contract contains its own framework, and Employers and Contractors will need to review their specific agreements carefully. That said, most construction contracts in the Gulf region are based on, or influenced by, FIDIC standard forms. These typically contain similar tests for establishing a Force Majeure event. ¹A notable exception is construction contracts with public entities in Saudi Arabia which are governed by the Government Tenders and Procurement Law (GTPL).

Under a typical FIDIC-based contract regime, for an event or circumstance to qualify as “Force Majeure” (or an “Exceptional Event” in more recent versions), it must satisfy each of the following requirements:

1.  The event must be beyond the affected party's control.
2. The event must be one that could not reasonably have been provided against before the contract was entered into.
3. Once the event has arisen, it must be unavoidable or not reasonably capable of being overcome.
4. The event must not be substantially attributable to the other party.

Many contracts also include specific examples of qualifying events, these typically include:

• War and hostilities.
• Invasion and acts of foreign enemies.
• Rebellion, revolution, and civil war.
• Riot, commotion, and disorder.

Contracts often require that such events occur within the country where the works are being performed. Employers and Contractors should pay close attention to any geographical limitations in their contracts, as these may affect whether the current regional disruption qualifies.

The procedural requirements for Force Majeure claims are equally important. The affected party is typically required to give notice upon becoming aware of the event, detailing the nature of the event and its impact on the party's contractual obligations. This notice must usually be provided within a prescribed timeframe. Under FIDIC's default provisions, notice must be given within 14 days of the party becoming aware (or should have become aware) of the relevant event or circumstance. Failure to comply with notice requirements can be fatal to a claim.

The key consequences and obligations under a typical Force Majeure regime include:

• Relief available: This is usually limited to an extension of time in the Gulf region. In some contracts, particularly those distinguishing between general/natural Force Majeure and "Political" Force Majeure (also called an “Employer’s Risk Event”), cost relief may also be available for certain qualifying events.
• Mitigation obligation: The affected party must take all reasonable steps to minimise the impact of the Force Majeure event and to overcome its effects. This obligation continues throughout the duration of the event. Claims that fail to demonstrate adequate mitigation efforts are vulnerable to challenge.
• Prolonged Force Majeure: If the event continues for an extended period, either party may acquire the right to terminate the contract. Under FIDIC, prolonged Force Majeure lasting a continuous 84 days or more or a total period of 140 days due to the same event, may trigger termination rights.

Employers and Contractors should review their contracts carefully to understand what relief is potentially available and be aware of termination thresholds.

Governing Law Implications

The applicable governing law can also be relevant. Contractors can usually bring claims under both contract and statutory law, especially if a contract does not contain a Force Majeure clause or is considered insufficient.
The key provisions in the UAE and Saudi Arabia (noting the below is not an exhaustive summary) are:

1. In the UAE, the Civil Code requires a narrow impossibility standard. Mere financial hardship or increased costs will not satisfy the test, instead performance must be rendered genuinely impossible (i.e. not merely more difficult or expensive). In situations where performance is still technically possible but has become excessively burdensome due to exceptional events, courts may intervene to rebalance obligations. The typical remedy is rescission of the contract rather than interim monetary relief or adjustment of obligations.
2. In Saudi Arabia, the Civil Transaction Law (CTL) codifies a standard of “ impossibility of execution”. If the execution of the obligation becomes impossible for a reason beyond the control of one party, its obligation and the other party’s corresponding obligation is canceled, and the contract is rescinded. Further, if the impossibility is partial, the obligation is voided in so as far as it relates to the elements of the contract impaired by such impossibility, and the other party’s corresponding obligation in respect of that part is also to be voided.

The application of these regimes tends to be highly specific to the facts in question. Further advice should be sought on any particular claim in question.

Key considerations

• Early triage is essential. Prompt assessment allows Employers to preserve project timelines, contain cost claims, and, where appropriate, agree pragmatic resequencing or balanced adjustments with Contractors. A proactive approach is far preferable to reactive dispute management.
• Causation and evidence are central. There must be a direct causal link between the Force Majeure event and the Contractor's inability to perform. Employers should scrutinise claims carefully and request detailed evidence demonstrating precisely how the regional disruption has prevented or delayed performance of the Contractor’s obligations. Examples of impacts that may qualify include:
• Inability to import materials due to closed shipping routes;
• Demobilisation of workforce due to security concerns;
• Suspension of manufacturing at overseas suppliers; and
• Closure of ports or border crossings.

Claims based on general market uncertainty or anticipated future difficulties may not qualify, and should be examined critically.

• Notice compliance is mandatory. Contractors who fail to provide timely and compliant notices may forfeit their entitlement to relief. Employers should:
• Maintain detailed records of all notices received; and
• Assess compliance rigorously against contractual requirements and respond appropriately to deficient notices.
• Mitigation is not optional. Contractors are obliged to take all reasonable steps to minimise the impact of Force Majeure events. Employers should request evidence of the Contractor’s mitigation efforts and challenge claims where adequate steps have not been taken.
• Consider the broader consequences. If the disruption is prolonged, termination rights may be triggered. Employers should be aware of the length of disruption that would give rise to a termination right, and be aware of the risks and opportunities of doing so:
• Short-term commercial considerations should be weighed against longer-term project objectives and relationship management.
• In some circumstances, a Force Majeure event may provide a legitimate exit from a project that has become commercially unviable.
• In others, preserving the Contractor relationship and finding pragmatic solutions will be the priority.

Each situation must be assessed on its own facts.

Practical Steps and Recommendations

Employers and Contractors should consider taking the following practical steps in response to the current regional disruption:

1. Compile and maintain a comprehensive evidence trail. Document the impact of the disruption on your projects, including records of supply chain delays, transport disruptions, and communications with Employers, Contractors and suppliers. Continue to monitor the evolving situation and update your records accordingly.
2. Review and monitor all contractual processes and requirements. Identify the applicable Force Majeure provisions, notice periods, and procedural requirements in each of your contracts. Establish internal systems to track incoming notices, assess claims and ensure timely responses.
3. Consider engaging with counterparties early. Proactive dialogue between Employers, Contractors and suppliers can help identify practical solutions, manage expectations, and reduce the risk of adversarial disputes. Early engagement also provides an opportunity to clarify the evidence required to support any claims and to remind contractors of their mitigation obligations.
4. Seek legal advice promptly. The interaction between contractual provisions and applicable governing law can be complex. Early legal input will help ensure that your response is both commercially sensible and legally robust.

For further information or assistance, please contact the K&S authors listed.