Article 211 of the Saudi Civil Transactions Law
المادة 211 من نظام المعاملات المدنية · الفصل الثاني: تعدد محل الالتزام
The article defines a facultative obligation as one whose subject is a single thing, with the debtor entitled to perform another thing in its place, and makes the principal thing alone the subject of the obligation.
Official text (Arabic)
This article has not been amended since the law was issued.
1- يكون الالتزام بدليًّا إذا لم يشمل محله إلا شيئًا واحدًا، مع حق المدين أن يؤدي بدلًا منه شيئًا آخر.
2- الأصل لا البدل هو وحده محل الالتزام، وهو الذي يعين طبيعته.
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 211 explained in plain English
This article deals with a form of obligation with more than one possible subject, called the facultative obligation. In it the debtor is bound to only one thing, but he is entitled to perform another thing in its place and thereby be discharged.
The article provides two rules:
- Definition: An obligation is facultative if its subject includes only one thing, with the debtor entitled to perform another thing in its place.
- The principal thing is the subject of the obligation: The original thing, not the substitute, alone is the subject of the obligation, and it determines the nature of the obligation. The substitute is a permission for the debtor as to the manner of performance, and not a second subject of the obligation.
The difference is clear when compared with Article 210, which regulates the alternative obligation: there the subject includes several things and the debtor is discharged by performing one of them, with the choice belonging to the debtor unless an agreement or statutory provision provides otherwise. In the facultative obligation, the subject is only one thing, and the substitute is merely a right of the debtor to perform something else.
The importance of this distinction is practical: because the principal thing determines the nature of the obligation, the description of the obligation and its consequences are judged by reference to the original thing and not the substitute. Someone drafting a contract with a substitute performance option should state clearly whether an obligation to one thing with a right of substitution is intended, or an alternative obligation among several things. In a dispute over how a particular obligation is characterized, it is advisable to consult a lawyer specializing in civil cases.
Practical example
Ahmed agreed with a farm in Qassim that the farm would deliver to him 100 cartons of dates, with the farm entitled to deliver to him in their place a sum of money specified in the contract. Here the subject of the obligation is the dates alone, which determine the nature of the obligation, and the sum of money is a substitute that the farm is entitled to perform and be discharged.
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 211 of the Saudi Civil Transactions Law
What is a facultative obligation in the Civil Transactions Law?
It is an obligation whose subject includes only one thing, with the debtor entitled to perform another thing in its place.
What is the difference between a facultative and an alternative obligation?
In an alternative obligation the subject includes several things and performing one of them discharges the debtor (Article 210), whereas in a facultative obligation the subject is one thing with the debtor entitled to perform a substitute for it.
Is the substitute considered a subject of the obligation?
No. The article provides that the principal thing, not the substitute, alone is the subject of the obligation and determines its nature.
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 201
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.
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 يُح
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.