Article 201 of the Saudi Civil Transactions Law
المادة 201 من نظام المعاملات المدنية · الفرع الأول: الشرط
The article provides that an obligation subject to a suspensive condition is not enforceable unless the condition is fulfilled and cannot be performed before then, while the creditor may take steps to preserve his right.
Official text (Arabic)
This article has not been amended since the law was issued.
لا يكون الالتزام المعلق على شرط واقف نافذًا إلا إذا تحقق الشرط المعلق عليه، ولا يكون الالتزام قبل تحقق الشرط قابلًا للتنفيذ، وللدائن أن يتخذ من الإجراءات ما يُحافظ به على حقه.
This is the official Arabic wording, the only legally binding version. We do not translate the law itself; the explanation below is ours. Official source: Bureau of Experts at the Council of Ministers
Article 201 explained in plain English
This article sets out the rule on an obligation subject to a suspensive condition, which is an obligation whose existence depends on a future uncertain event being fulfilled.
The rules it provides:
- No enforceability before the condition is fulfilled: The obligation is not enforceable unless the condition on which it depends is fulfilled.
- No performance before the condition is fulfilled: The creditor cannot demand performance of the obligation as long as the condition is not fulfilled.
- Interim protection for the creditor: The creditor may, even before the condition is fulfilled, take the steps by which he preserves his right. The article does not list these steps but ties them to the purpose of preserving the right without performance.
This rule balances the two parties: the debtor is not bound to perform before the condition is fulfilled, and the creditor is not left without protection for a possible right.
It is preceded by Article 200, which provides that an obligation does not exist at all if the suspensive condition makes its existence depend on the mere will of the obligor. The resolutory condition is dealt with by Article 202, under which its fulfillment causes the obligation to disappear and the creditor must return what he took.
A party to a contract subject to a condition who wants to know the appropriate steps to preserve his right would do well to consult a lawyer specializing in civil cases.
Practical example
A contracting company in Riyadh agreed with a supplier that he would supply it with building materials if it wins a particular tender. Before the result is announced, neither the supplier nor the company can demand performance, but the holder of the right may take steps to preserve it until it becomes clear whether the condition is fulfilled.
Translated from our Arabic explanation with machine assistance. For guidance only; it does not replace advice from a lawyer on your situation.
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Frequently asked questions about Article 201 of the Saudi Civil Transactions Law
Can performance of the obligation be demanded before the condition is fulfilled?
No. An obligation subject to a suspensive condition is not capable of performance before the condition is fulfilled.
What can the creditor do before the condition is fulfilled?
He may take the steps by which he preserves his right.
When does an obligation subject to a suspensive condition become enforceable?
It becomes enforceable if the condition on which it depends is fulfilled.
More articles on Condition, Term and Joint Liability
- Article 127
If several persons are liable for a harmful act, they are jointly liable for compensation, the court sets each one's share, and if that is not possible, liability is divided equally.
إذا تعدد المسؤولون عن فعل ضار كانوا متضامنين في التزامهم بتعويض الضرر، وتعين المحكمة نصيب كل منهم في التعويض وفق القواعد الواردة في هذا الفصل، وإذا تعذر ذلك كان
- Article 197
The article defines a conditional obligation as one whose existence or disappearance depends on a future event that may or may not occur.
يكون الالتزام معلَّقًا على شرطٍ إذا كان وجوده أو زواله مترتِّبًا على أمرٍ مستقبلٍ محتمل الوقوع.
- Article 198
The article provides that an obligation made conditional on an event that has occurred is treated as immediate, and one made conditional on something impossible has a void condition and is itself void.
إذا علق الالتزام على أمر واقع عد الالتزام ناجزًا، وإذا علق على أمر مستحيل عد الشرط باطلًا، ويبطل الالتزام الذي علق عليه.
- Article 199
The article provides that an obligation does not arise if it is made conditional on a condition whose purpose is to encourage something unlawful.
لا ينشأ الالتزام إذا عُلق على شرطٍ يكون القصد من التعليق عليه الحض على أمر غير مشروع.
- Article 200
The article provides that an obligation does not exist if it is made conditional on a suspensive condition making its existence depend on the mere will of the obligor.
لا يكون الالتزام قائمًا إذا علق على شرط واقف يجعل وجود الالتزام متوقفًا على محض إرادة الملتزم.
- Article 202
The article provides that fulfillment of a resolutory condition ends the obligation, the creditor must return what he took or pay compensation if return became impossible for a reason he is responsible for, and acts of administration remain in force.
يترتب على تحقق الشرط الفاسخ زوال الالتزام، ويلزم الدائن رد ما أخذه، فإذا استحال الرد لسبب هو مسؤولٌ عنه لزمه التعويض، وتبقى أعمال الإدارة التي تصدر من الدائن نا
The texts are reproduced from the official website of the Bureau of Experts at the Council of Ministers for reference; where they differ, the officially published Arabic text prevails. This content is not legal advice.