Article 80 of the Saudi Civil Transactions Law
المادة 80 من نظام المعاملات المدنية · الفرع الثاني: إبطال العقد وبطلانه أولًا: حق الإبطال
Any interested person may give the holder of the right of annulment formal notice to state his wish to ratify or annul within a period of not less than 90 days; if he stays silent without excuse, his right lapses.
Official text (Arabic)
This article has not been amended since the law was issued.
يجوز لكل ذي مصلحةٍ أن يُعذِر من له حق إبطال العقد بإبداء رغبته في إجازة العقد أو إبطاله خلال مدة لا تقل عن (تسعين) يومًا من تاريخ الإعذار. فإذا مضت المدة ولم يبد رغبته دون عذر؛ سقط حقه في الإبطال.
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 80 explained in plain English
This article addresses the problem of the instability of a contract that is subject to annulment, as it may remain under the threat of annulment for a long time. It gives any interested person a way to settle the matter, which is formal notice.
How does formal notice work?
- The interested person sends a notice to the person who has the right to annul the contract.
- In the notice he asks him to state his wish to ratify or annul the contract.
- He sets him a period of not less than 90 days from the date of the notice.
Effect: if the period passes and the holder of the right does not state his wish without excuse, his right to annul lapses, and the contract becomes settled. If he has an excuse for not stating his wish, his right does not lapse merely because the period has passed.
Note that the article sets the minimum period, so the period in the notice may be longer than 90 days but not shorter.
This method is in addition to the periods in Article 79, which prevent an action for annulment from being heard after one year from knowledge of its ground, from attaining full capacity or from the end of duress, or after ten years from contracting except in the case of partial incapacity. Formal notice allows the waiting period to be shortened instead of leaving the contract hanging until those periods expire.
For drafting the notice and dealing with it, it is advisable to consult a lawyer who specializes in civil cases and contracts.
Practical example
A company in Riyadh bought equipment from a merchant, then learned that under a statutory text the merchant had the right to seek annulment of the contract. To settle matters, the company sent him a notice asking him to state his wish to ratify or annul within 90 days. If the period passes and he does not respond without excuse, his right to annul lapses.
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 80 of the Saudi Civil Transactions Law
How do I force the other party to decide on a contract that can be annulled?
Any interested person may give him formal notice to state his wish to ratify or annul the contract within a period of not less than 90 days from the date of the notice.
What happens if the holder of the right of annulment does not respond to the notice?
If the period passes and he does not state his wish without excuse, his right to annul lapses.
Can the notice period be less than 90 days?
No. The article provides for a period of not less than 90 days from the date of the notice.
More articles on Voidness and Termination of Contracts
- Article 49
The transactions of a minor unable to discern are void.
تصرفات الصغير غير المميز باطلة.
- Article 50
The purely beneficial transactions of a minor able to discern are valid and the purely harmful ones void; those between benefit and harm are valid, and his guardian, executor or he after majority may seek to annul them.
1- إذا كانت تصرفات الصغير المميز نافعةً نفعًا محضًا فهي صحيحة، وإذا كانت ضارةً ضررًا محضًا فهي باطلة. 2- إذا كانت تصرفات الصغير المميز دائرةً بين النفع والضرر ف
- Article 53
The transactions of a spendthrift and of a person of impaired judgment after interdiction are treated like those of a minor able to discern; before interdiction they are valid unless they resulted from exploitation or collusion.
تصرفات السفيه وذي الغفلة بعد الحجر عليهما في حكم تصرفات الصغير المميز، أما تصرفاتهما قبل الحجر فصحيحةٌ إلا إذا كانت نتيجة استغلالٍ أو تواطؤٍ.
- Article 56
If a partially incapacitated person resorts to fraudulent means to conceal his incapacity, he must compensate the other contracting party for the harm caused by the annulment of the contract.
إذا لجأ ناقص الأهلية إلى طرقٍ احتياليَّةٍ لإخفاء نقص أهليته لزمه التعويض عن الضرر الذي أصاب المتعاقد معه بسبب إبطال العقد.
- Article 57
A contracting party may seek annulment of the contract if he made a material mistake without which he would not have agreed to the contract, particularly a mistake in a quality of the subject matter, in the other party's person or quality, or in a statutory ruling.
للمتعاقد طلب إبطال العقد إذا وقع في غلط جوهري لولاه لم يرض بالعقد، وبخاصة إذا كان الغلط الجوهري في صفة المحل أو شخص المتعاقد معه أو صفته أو الحكم النظامي.
- Article 58
A contracting party's mistake is taken into account only if the other party made the same mistake, knew he had made it, or could easily have discovered it.
لا يُعتد بغلط المتعاقد إلا إذا كان المتعاقد الآخر قد وقع معه في الغلط نفسه أو علم بوقوعه فيه أو كان من السهل عليه أن يتبينه
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.