Commercial contracts, before or after signing

Commercial Contract Drafting and Review

For Iranian traders and investors with a draft in hand, no text yet, or a signed contract they want to understand fully.

A vague payment term or a missing dispute clause looks harmless on signing day and can turn into months of cost later. Send me your draft, or even a contract you have already signed. As a contract legal consultant in Dubai, I will make every part of it clear to you in plain language.

One day a week I offer a free consultation for Iranian clients, by appointment. The day is shown on the booking page.

A commercial contract draft with gold margin notes and a fountain pen on a dark marble desk

Three ways I help with commercial contracts

I draft contracts from scratch, review drafts sent by the other side, and advise on signed contracts that now need an amendment or a renewal. In all three, what you should expect from contract drafting in Dubai is the same: a text that says exactly what you agreed.

Drafting from scratch

The deal is agreed but there is no text yet, or you would rather not negotiate on the other side's template. I start from the commercial terms, payment and delivery, and write a draft that protects your position from the first line.

Review before signing

Your UAE counterparty has sent a draft and is waiting for a signature. I read it clause by clause, isolate the risky ones and propose replacement wording, so you negotiate with reasons rather than objections.

Advice on a signed contract

You want to renew, change a clause or add an addendum. Before you sign the change, I check how it interacts with the existing terms so the new text does not contradict the old one.

Which contracts do I draft and review?

Most clients who come to me for drafting or review have at least one Iranian party to the contract. The other side may be Iranian, Emirati or of any other nationality. Each type of contract has its own sensitive clauses, and that is where the work starts.

Sale and supply of goods

One-off sales, recurring supply and purchase orders. Specifications, delivery time and place, inspection and responsibility for damage in transit are where most trade disputes begin.

Agency and distribution

Commercial agency in the UAE has its own statute (Federal Law No. 3 of 2022), and its protections depend on registration of the agency agreement. Before signing, it should be clear whether yours is a registrable agency or an ordinary distribution deal.

Investment agreements

When you invest in a project or business in the UAE, the agreement should say how your share is calculated, what reporting you receive and how you exit. Settle these with a legal consultant before you sign, not after the money is committed. See legal points on investing in the UAE for background.

Shareholder and partnership agreements

If you are starting a joint business with a partner in the UAE or buying into one, decision-making, profit sharing, entry and exit of partners and management deadlock should be in writing from day one. See the guide to shareholder agreements in the UAE.

International contracts

The counterparty sits in a third country or the goods cross several borders. Language, governing law and the dispute forum have to fit together, or you may win a judgment that cannot be enforced where the other side's assets are.

What exactly do I check in a contract review?

Every clause that could turn into a dispute or a loss after signing. In any contract review in the UAE I read the clauses below separately, but I start with your core obligations: quantity, quality, price and timing.

  • Governing law: under the UAE Civil Transactions Law (Federal Decree-Law No. 25 of 2025) the parties may choose the governing law, but some contracts, such as commercial agency, stay subject to mandatory UAE rules. The full picture is in the guide to governing law in international contracts.
  • Dispute forum: Dubai Courts (the onshore state courts), DIFC Courts (the courts of the Dubai International Financial Centre) or arbitration, for example at DIAC (Dubai International Arbitration Centre). A vague forum clause creates a dispute of its own.
  • Language: under the UAE Civil Procedure Law (Federal Decree-Law No. 42 of 2022) Arabic is the official language of the onshore courts, such as Dubai Courts, and a document in another language needs a certified translation. A bilingual text should say which version prevails.
  • Payment and security: when and on what condition each payment falls due, advance payments, and what happens if payment is late. Any security you take for payment has to match these terms.
  • Delivery: time, place and terms of delivery, the window for quality complaints, and the moment risk passes to the buyer.
  • Termination: who can end the contract, for what reason and with what notice, and what happens to goods, money and open obligations afterwards.
  • Agreed damages: amounts set for delay or breach are best kept in proportion to the real loss, because under the new law a court can reduce them if the debtor proves they are exaggerated.
  • Confidentiality and non-compete: what is confidential and for how long. A non-compete should be precise and reasonable in duration, territory and activity to remain defensible.

How a contract review works, from draft to final version

Five steps, and you receive the fee and delivery time in writing before the review starts. When you hand a draft to a contract legal consultant in Dubai, you should know from the outset what comes back and in what form.

  1. Send the draftbook online or use the contact form to send the draft and a short description of the deal. If the other side has set a signing deadline, say so here. Once I have seen the text, you receive the fee and delivery time in writing, and work starts only when you confirm.
  2. Clause-by-clause reviewI compare the text with what you agreed in negotiation. A clause that was never agreed and an agreement that never made it into the text are both flagged.
  3. Plain-language risk reporta plain-language report that tells you which clauses work against you, why, and what could follow if you sign as is.
  4. Proposed amendmentsreplacement wording for each risky clause, in the language of the contract, ready to send to the other side. If they refuse, we decide together where you can give ground.
  5. Final versionbefore you sign, I check the final text against the last agreed position so that nothing added or dropped during the back-and-forth goes unnoticed.

If you need drafting from scratch, step one is the deal outline, and the remaining steps run on the draft I write.

What to prepare

  • The draft: an editable file such as Word if you have one, not only photos of the pages.
  • The deal in a few lines: what is being sold or supplied, in what quantity, at what price, delivered where.
  • Negotiation correspondence: emails and messages where the terms were agreed.
  • Counterparty details: the registered name and Trade License number of the UAE company.
  • Earlier contracts: if you have worked with the same party before.

Book an appointment to talk about the deal first, or, if the draft is ready, send it for review through the contact page.

Your draft is used only for this review, and sending it creates no obligation.

Drafting or review: which one do you need?

If the other side has sent a draft and you accept the basic deal, a review is usually enough. If there is no text, or the existing one does not fit your deal, drafting from scratch works better. The real difference is where the work starts and how much control you have over the text.

  1. Contract drafting in Dubai

    Suits you when
    there is no text yet, or the deal is large and long-term and you do not want to work from the other side's template.
    Starting point
    the commercial terms and what was agreed in negotiation.
    What you receive
    a complete draft and an explanation of its key clauses.
    Your control over the text
    the first draft is yours, so negotiation happens on your wording.
  2. Contract review in the UAE

    Suits you when
    your UAE counterparty has sent a draft and you are happy with the deal itself.
    Starting point
    the text the other side wrote.
    What you receive
    a risk report and proposed wording for the risky clauses.
    Your control over the text
    every change has to be won in negotiation on their wording.

When most clauses of a draft need to change, writing a new text is usually simpler than patching the old one.

If a dispute over the contract has already started

This service is for contracts before signing, or for changing a contract that has no dispute yet. If the other side has failed to perform or a dispute has begun, the work is different and another page will serve you better.

  • The other side has not delivered, has not paid or has not performed the contract.

    Commercial dispute legal consultant in Dubai
  • The dispute is between partners or shareholders of a UAE company.

    Partner and shareholder disputes in Dubai
Rahil Mostafaei, legal consultant in Dubai

Who reads your contract?

I, Rahil Mostafaei, read every contract with one question in mind: if this deal ever ends in a dispute, how well will this text defend you? Whoever you choose as a contract lawyer in Dubai, start by checking their registration number.

  • Registration: legal consultant registered with the Government of Dubai Legal Affairs Department under number L-07168.
  • Firm on the registration: Lutfi & Company Advocates & Legal Consultants.
  • Language: meetings in Persian or English, with every clause explained before you sign.
  • Office: Business Bay, Dubai, by appointment only. Online meetings are available.
  • Confidentiality: your draft and deal details are used only for this review and are never shared with the other side or anyone else without your permission.
  • Fees: set in writing after I have seen the text or the deal outline.

Common questions about contract drafting and review in Dubai

Does a contract with a UAE party have to be in Arabic?

Not necessarily. Many commercial contracts in the UAE are written in English or in two languages. But Arabic is the official language of the UAE onshore courts, and if a dispute reaches them a non-Arabic text needs a certified translation. That is why a bilingual contract should state which version prevails, so a later translation cannot shift the meaning of a clause.

Is a Persian and English version enough?

A Persian version helps you understand the deal, but your UAE counterparty and the courts will not work from it. I explain the clauses in Persian, but as a rule the version the contract names as prevailing is decisive, and onshore courts will also read an Arabic translation. Before you sign, you need to know exactly what that version says.

How long does a contract review take?

It depends on the length of the text and its annexes. A few pages of sale terms are not the same as a shareholder agreement with dozens of clauses. Once I have seen the draft, and before work starts, I tell you when the report will be ready.

Can the UAE party's draft be changed?

Yes, until it is signed, through negotiation. A draft from the other side is their proposal, not the final text. Under the new UAE Civil Transactions Law, pre-contract negotiations must also be conducted in good faith. I write each proposed change with its reasoning, so your request looks reasonable and the business relationship is not strained.

Can I have a contract reviewed from Iran?

Yes. Sending the draft, the meeting and the report can all happen online, so working with a contract legal consultant in Dubai does not require travel. If an in-person signature or official attestation of a document is needed later, I tell you beforehand what it involves. If you prefer to meet, the Dubai office is available by appointment.

How much does drafting or review cost?

The fee is set after I have seen the text or the deal outline, and you receive it in writing. It depends on the scope: reviewing a short contract is different from drafting an investment agreement from scratch. Nothing starts until you accept the estimate, and sending a draft creates no obligation for you.

Is a review worth it for a small contract?

That depends on the loss one bad clause could cause, not on the page count. A supply contract repeated every month repeats its risk with every shipment. If I see no particular risk after reading the text, I will say so plainly.

Before you sign, let's read it once more

After signing, changing the text usually depends on the other side's consent. If you have a draft, send it for a confidential review or book an appointment to go through the sensitive clauses with a contract legal consultant in Dubai while they can still be changed.

This page is general information, not advice on your specific contract. No contract removes every possible dispute.

What separates a good contract from an enforceable one?

A good contract records what was agreed. An enforceable one also keeps that meaning on the day the other side fails to perform, before a court or a tribunal, and leads to a decision that works where the other side's assets are. Iran UAE contracts can fail at the second step even when the first is done well. So the text should be written for enforcement from day one, not only for signing.

Common mistakes in contracts with UAE counterparties

Most of them come from rushing to close the deal or from trusting a personal relationship, not from a lack of knowledge.

  • Relying on a side promise: the other party said "we won't enforce that clause", but the clause is still in the text.
  • The wrong contracting party: a trade name instead of the registered name on the Trade License, or a signatory without authority.
  • A copied dispute clause: a forum that does not fit the contract language or the location of the other side's assets.
  • Untracked changes: accepting a new price or delivery date over WhatsApp without a signed addendum.

Why an online template is not enough

A template was written for someone else's deal and often for another country's law. It may contain clauses that work differently in the UAE, or miss what your deal needs, such as inspection of goods at destination. As a result, a template can remind you of the topics, but it cannot replace a text written for your transaction.

Negotiations now carry legal weight too

The new UAE Civil Transactions Law has applied since 1 June 2026. Under it, negotiations must be conducted in good faith, each party must disclose information that is decisive for the other's consent, and confidential information exchanged during negotiations must not be disclosed or misused. As a result, keep your negotiation emails and drafts from day one.

A hypothetical: the "buyer's satisfaction" clause

Suppose an Iranian supplier ships monthly to a buyer in Dubai. The buyer's draft says goods must be "to the buyer's satisfaction", with no quality standard and no deadline for complaints. That leaves the buyer free to reject shipments. As a result, write a quality standard and a complaint deadline into the text before signing.

The right order of steps before signing

Each step prepares the input for the next. A fuller list is in the guide to contracts with a UAE company.

  1. Summarise the main terms in one email and get the other side to confirm it.
  2. Confirm the counterparty's registered name and authorised signatory.
  3. Have the draft reviewed and send your amendments in writing, with reasons.
  4. Check the final version against the last agreed text, then sign.