Article 85 of the Saudi Civil Transactions Law
المادة 85 من نظام المعاملات المدنية · الفرع الثاني: إبطال العقد وبطلانه أولًا: حق الإبطال
If a void contract meets the elements of another contract, that other contract is concluded if it is shown that the intention of the contracting parties was directed to it.
Official text (Arabic)
This article has not been amended since the law was issued.
إذا توفرت في العقد الباطل أركان عقد آخر؛ انعقد هذا العقد إذا تبين أن إرادة المتعاقدين كانت تنصرف إليه.
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 85 explained in plain English
This article provides for what is known as conversion of a void contract, a rule intended to save what can be saved of the parties' agreement instead of wasting it entirely.
When does a void contract convert into another contract? The text requires two things:
- that the void contract meets the elements of another contract, that is, the elements present in the agreement are enough for a contract different from the one the parties apparently intended.
- that it be shown that the intention of the contracting parties was directed to that other contract, that is, they would have accepted it had they known the original contract was void.
Effect: if both conditions are met, the other contract is concluded in place of the void contract, and its effects follow.
A contract does not convert merely because the elements are present; if it is not shown that the contracting parties' intention was directed to the other contract, conversion does not occur. The article respects the intention of the parties and does not impose on them a contract they did not intend.
This article comes after the rule on partial nullity in Article 84, which provides that the part of a contract that is void or can be annulled is void alone, unless it is shown that the contracting party would not have agreed to the contract without it, in which case he may seek annulment of the contract. Both articles seek to preserve the parties' agreement as far as possible.
Determining whether the elements of another contract are present, and whether the parties' intention is directed to it, is a delicate matter on which it is advisable to consult a lawyer who specializes in civil cases and contracts.
Practical example
Two persons in Riyadh agreed on a contract that turned out to be void, but the elements of the agreement were enough for another contract of a different kind, and their correspondence showed that they would have accepted that other contract had they known the first was void. In this case the other contract is concluded in place of the void contract.
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 85 of the Saudi Civil Transactions Law
Can a void contract convert into a valid contract?
Yes. If a void contract meets the elements of another contract and it is shown that the intention of the contracting parties was directed to it, that other contract is concluded.
Is it enough that the elements of another contract are present for the contract to convert?
No. It must also be shown that the intention of the contracting parties was directed to the other contract.
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.