50 Defining Moments of 2025: Part 2
THE AUTHOR:
Joseph Chedrawe KC, Independent International Arbitrator
This article is part of “Middle East Arbitration: 50 Moments That Shaped 2025,” a series exploring 50 significant developments in international arbitration across the Middle East. Spanning the UAE, Saudi Arabia, Qatar, Bahrain, and beyond, the series highlights key judicial decisions, legislative reforms, and institutional developments that shaped the region’s evolving arbitration landscape in 2025.
Dubai Court of Cassation Says Unsigned Annex with Arbitration Clause is Invalid
On 5 March 2025, the Dubai Court of Cassation held, in Commercial Appeal No. 24 of 2025, that an arbitration clause contained in an annex or appendix to a contract is invalid if that annex is not signed by the parties, even if the main contract itself is signed and stamped.
This case involved a dispute between a subcontractor and a main contractor over unpaid retention amounts totaling approximately AED 1.15 million for works on the “Route 2020” Metro project. When the subcontractor filed a case in the Dubai Courts, the main contractor challenged the court’s jurisdiction, arguing that the dispute should be referred to arbitration. The main contractor relied on a clause within the “General Conditions” which was attached as an annex to the signed subcontract.
The Court rejected the main contractor’s argument, holding that while UAE law allows for an arbitration agreement to be incorporated by reference, such a reference must be clear and the document containing the clause must be validly executed. The Court distinguished between general contract terms and the “exceptional” nature of arbitration, which it said waives a party’s constitutional right to state court litigation.
The Court stated that simply stamping an annex without a signature is not enough to validate an arbitration clause that is contained within it. The Court found that, as the annex in question bore only the company stamps but did not contain the signatures of the authorized representatives, the arbitration agreement was considered void.
The Court stated that parties must verify the capacity and intent of signatories when agreeing to arbitrate, especially when such agreements are found in attachments rather than in the main text. The Court added that arbitration is grounded in the will of the parties and the permission of the state and since administering justice is a sovereign right of the judiciary, the state must authorize this transfer of power.
UAE Judicial Committee Rules: Final Page Signature Is Enough
On 4 August 2025, the Committee for the Unification of Federal and Local Judicial Principles (part of the Supreme Federal Court) issued its decision in Petition No. 1 of 2025, ruling that arbitrators need only sign the final page of an award for it to be valid and enforceable (p. 1).
The Committee referred to the Dubai Court of Cassation’s decisions in Case No. 109/2022 and No. 403/2020 (Civil), in which awards were not enforced on the basis that an arbitrator had signed only the final page, with the Court holding that the signatures must also cover the sections containing the tribunal’s reasoning (الأسباب) and the operative part ( المنطوق).
The Committee also referred to the Ras Al Khaimah Court of Cassation, in Case No. 5/2024 (Civil), in which it was held that a signature on the final page was sufficient (Petition No. 1 of 2025, 4 August 2025, p. 3, citing Ras Al Khaimah Court of Cassation, Petition No. 5 of 2024). The Committee noted this latter position was consistent with rulings from the Abu Dhabi Court of Cassation and the UAE Federal Supreme Court (p. 2).
In the ruling, the Committee emphasized that procedural rules should not be used to defeat substantive rights and stated that the purpose of legal procedures is to serve justice, not to create technical barriers (p. 7: “so that this measure is not emptied of the purpose for which it was created and tainted by the complexity and excessive procedures and formality that have afflicted the ordinary judiciary”).
The decision states:
. أن الغاية من الإجراءات القانونية… والقضائية هي وضعها في خدمة الحق، وهو ما يتفق مع الأصول العامة في ُحكم العمل الإجرائي التي تقضي بألا يحكم بالبطلان متى تحققت الغاية منه
(…that the purpose of legal and judicial procedures is to place them in the service of justice, which is consistent with the general principles of procedural action that dictate nullity should not be ruled where the objective has been achieved…) (p. 5).
The Committee observed that Federal Law No. 6 of 2018 (“the UAE Arbitration Law”) mandates signatures but does not specify that every page must be signed (p. 4;)
The decision stated that:
أنه يكفي توقيع المحكمين على… الورقة الأخيرة من حكم التحكيم ولا يلزم توقيعهم على جميع صفحاته للتحقق .من صدور القرار منهم
“it is sufficient for the arbitrators to sign the last page of the arbitral award, and their signature on all its pages is not required to verify that the decision was issued by them.” (p. 5).
Dubai Court of Cassation Reaffirms Final Page Signature is Enough and Confirms New York Convention Grounds are Exclusive for Foreign Awards
On 11 September 2025, the Dubai Court of Cassation issued two decisions — Appeal Nos. 778 and 887 of 2025, both involving FOSFA commodity contracts. The party resisting award enforcement raised multiple objections, including that the awards were signed only on the last page (Appeal Nos. 778/2025 and 887/2025; “despite its objection to enforcement as the award was signed by the president of the tribunal — without the other members — on the last page containing part of the operative part”); the signatory lacked the capacity to bind the company under UAE law (Appeal Nos. 778/2025 and 887/2025; “the appellant’s objection that the party who agreed to the arbitration clause lacked capacity to act on its behalf”); and the awards included compound interest, which violated public policy. (Appeal Nos. 778/2025 and 887/2025: “also disregarding its defense that the arbitral award’s ruling on compound interest violated public policy in the UAE”).
The Court ruled that having the arbitrator’s signatures on the final page was enough without the need to sign every page (Appeal Nos. 778/2025 and 887/2025; “there is no basis for saying that signing all pages of a foreign arbitral award constitutes a rule of public policy in the UAE, given that the Federal Arbitration Law itself did not require in Article 41 thereof the signing of all pages of the arbitral award”). On signatory capacity, the Court stated that, if such concerns regarding capacity were decided in the arbitration, the courts could not reopen those arguments at the enforcement stage as the matter would be res judicata (Appeal Nos. 778/2025 and 887/2025: “it appears from the Court’s review of the aforementioned arbitral award that the appellant appeared in it and raised the same defenses at issue in the case, which the arbitral tribunal concluded were unfounded… accordingly, the appellant is precluded from re-litigating these issues in any subsequent proceedings”).
As for compound interest, the Court ruled that awarding compound interest in a foreign arbitral award did not violate UAE public policy, and therefore, a foreign award could not be denied enforcement on that basis (Appeal Nos. 778/2025 and 887/2025; “the UAE law did not impose a matter relating to public policy requiring prohibition on awarding compound interest in those foreign awards issued outside the country”; and “the mere presence of compound interest in an award does not justify refusing enforcement unless it is contrary to public policy in its narrow sense”). The Court also stated that judicial review of arbitral awards is limited to the grounds found in Article V of the New York Convention. The Court clarified that the courts have no jurisdiction to annul foreign awards; they can only enforce them, and that Article 222 of the Civil Procedure Law does not change this limitation (Appeal Nos. 778/2025 and 887/2025; “the provisions in that chapter relate only to the enforcement of those awards, and contain nothing indicating an extension of national courts’ jurisdiction to consider their annulment”; and “this is not changed by the provisions of Article 222 of the Civil Procedure Law”).
Dubai Court of Cassation Says Incorporation by Reference Must Be Specified
On 8 October 2025, the Dubai Court of Cassation ruled that a general “catch-all” clause in an addendum was not enough to make an arbitration clause from an original contract valid. (Commercial Appeal No. 1174 of 2025, 8 October 2025, p. 3; “if the reference to the aforementioned document is merely a general reference to the terms of that document without specifying the arbitration clause mentioned, then the reference does not extend to it”). The judgment clarified that a reference to an arbitration clause must be specific and explicit. The Court overturned lower court rulings that had found the arbitration clause was validly incorporated. (p. 4).
The case involved a 2019 subcontract with an arbitration clause and a 2021 addendum, which stated that all terms of the 2019 contract “remain in full force and effect.” (“Article 4 of the agreement dated 30/09/2021 concluded between the parties to amend some provisions of the subcontract dated 27/01/2019… provides for the amendment of some terms and conditions of the subcontract, and otherwise, the terms and conditions of the subcontract remain in full force and effect”). The contractor argued that this general clause was enough to carry the arbitration clause into the new agreement.
The Court rejected this argument, holding that, under Articles 5 and 7 of the UAE Arbitration Law, a referral must be “clear and explicit” (صريحة واضحة) to make the arbitration clause part of the new contract (p. 3).
The Court stated that the “effect of the referral is not achieved unless it specifies the arbitration clause” (p. 3). The Court further stated that a “general referral” to another document’s terms, without specifically singling out the arbitration clause, is not enough to prove the parties had agreed to arbitrate under the new contract (p 3).
The Court found the language in the addendum was a “general referral… without specifying the arbitration clause” and therefore invalid (p. 3; “if the reference to the aforementioned document is merely a general reference to the terms of that document without specifying the arbitration clause mentioned, then the reference does not extend to it”). The Court of Cassation sent the case back to the Court of First Instance to be tried on its merits (p. 4).
Dubai Court of Cassation Confirms No Standalone Annulment for Sports Awards
On 5 November 2025, the General Assembly of the Dubai Court of Cassation ruled that parties cannot file a separate, standalone action to annul arbitration awards issued by the UAE Sports Arbitration Centre (Appeal No. 1 of 2025, 5 November 2025, p. 5). The Court ruled that under the centre’s establishing law and procedural rules, its awards are final and carry the force of an executive writ. Therefore, the only legal way to challenge such an award is by objecting to its enforcement before the execution judge (p. 5).
The Court clarified that the objection should be treated as a “substantive execution dispute” (منازعة تنفيذ موضوعية) (p. 5). This means the execution judge has the jurisdiction to review the validity of the award and decide whether the necessary legal conditions for enforcement are met before issuing an execution order. The decision of the execution judge on this matter is then subject to appeal before the Court of Cassation (p. 5).
This ruling is different from previous judgments, which allowed direct annulment actions before the Court of Appeal (p. 5; “The reversing judgment erred in law by holding that Dubai courts have jurisdiction to hear an annulment action against an award issued by the UAE Sports Arbitration Centre, as did the Court of Appeal judgment before it which implicitly accepted jurisdiction”). The General Assembly underlined that, while sports awards are final, they are not immune from judicial oversight. However, to make sure that the special nature of sports arbitration is upheld while preserving the courts’ supervision function, this oversight must be carried out through the specific mechanism of an execution dispute (p. 5).
Dubai Court of Cassation Rules Later Arbitration Clause Cannot Bind Prior Assignee
On 30 December 2025, the Dubai Court of Cassation in Case No. 1685/2025 (Commercial) ruled that an arbitration clause does not extend to an assignee of rights when the assignment occurred before the arbitration agreement was concluded: “there is no basis for saying that the right under the award letter transferred to the respondent bank… bound by the arbitration agreement, because the transfer of the right to the latter preceded the arbitration agreement, and therefore the arbitration agreement in this case is not considered an accessory to the right that transferred to the respondent before the arbitration agreement”.
The case arose from a construction project dispute (“entered on 13/5/2019 into a construction contract with the appellant — the employer — to develop the project (M-50-0088-Cherry Woods-Phase 1)”). A bank had extended credit facilities to a contractor, and in return, the contractor executed an assignment of rights ( حوالة حق ) dated 29 September 2019 in favor of the bank, covering all rights arising from an award letter for a project (“seeking a judgment for the validity and enforceability of an assignment concluded between him and Ali Mousa and Sons Contracting Company (the “Contractor“) dated 29/9/2019 against the appellant… and obligating the appellant to pay AED 248,550,000”). The employer was notified of the assignment and acknowledged receipt on 23 January 2020. Subsequently, on 13 May 2020, the contractor and the employer entered into a construction contract that contained an arbitration clause in its General Conditions annex.
When the contractor defaulted on its loan, the bank filed a claim against the employer based on the assignment.
The employer raised a jurisdictional objection, arguing that the arbitration clause in the construction contract extended to the bank as assignee and that the dispute should therefore be referred to arbitration. The Court of First Instance rejected the employer’s objection, and the Court of Appeal affirmed that decision.
The Court of Cassation held that an arbitration clause binds only its parties and does not create obligations or rights for third parties: “a contract binds only its parties, and produces obligations or rights only vis-à-vis them without transferring to others, and this is the relative effect of a contract… the arbitration clause is no exception; it in principle produces its effects only vis-à-vis its parties”. The Court noted that an arbitration agreement may transfer to an assignee as an accessory to the assigned right. However, because the assignment was executed and notified before the construction contract containing the arbitration clause was concluded, the arbitration clause could not be considered an accessory to the assigned right. The Court held that, from the date of notification of the assignment, the assignor becomes a stranger vis-à-vis the debtor, and any agreement concluded between the assignor and the debtor after notification is not binding on the assignee (“from the date of notifying the appellant of the assignment on 22/1/2020 and acknowledging receipt on 23 January 2020, the assignor — Ali Mousa and Sons Contracting Company (the Contractor) — becomes a stranger vis-à-vis the debtor — the appellant — and any agreement concluded with him after notification of the assignment is not binding”).
The Court of Cassation ruled the appeal inadmissible under Article 152 of the UAE Civil Procedures Law, holding that the judgment under appeal was interlocutory and did not conclude the entire dispute. Nevertheless, the Court provided its reasoning on the arbitration clause issue, affirming that the clause could not bind the assignee bank because the assignment preceded the arbitration agreement: “since this judgment does not conclude the entire dispute, and is not among the exceptional cases in which the legislator permitted independent appeal before the judgment concluding the dispute, the appeal must be ruled inadmissible pursuant to Article 152 of the Civil Procedures Law”.
ABOUT THE AUTHOR
Joseph Chedrawe KC is an international arbitrator based in the Middle East, with two decades of dispute resolution experience. He has acted as counsel in more than 50 international arbitrations and as arbitrator in over 50 proceedings across a wide range of seats, rules, and governing laws.
Joseph sits as chair, sole arbitrator, and co-arbitrator in institutional and ad hoc proceedings, including under the ICC, LCIA, SIAC, DIAC, QICCA, arbitrateAD, SCCA, and HKIAC Rules. He is also a member of several leading institutional panels of arbitrators.
Previously, Joseph was a Partner and Vice Chair of Disputes (EMEA) at Covington & Burling and Office Managing Partner and Head of Disputes in Dubai at Vinson & Elkins. He is a visiting professor at Dalhousie University and formerly lectured at the University of Oxford. A Canadian-qualified lawyer fluent in English, French, and Arabic, Joseph was appointed King’s Counsel in 2024.
*The views and opinions expressed by authors are theirs and do not necessarily reflect those of their organizations, employers, or Daily Jus, Jus Mundi, or Jus Connect.
