Article 86 of the Saudi Civil Transactions Law
المادة 86 من نظام المعاملات المدنية · الفرع الثاني: إبطال العقد وبطلانه أولًا: حق الإبطال
Annulment of a contract may not be asserted against a specific successor who acquired a real right for value and in good faith, meaning one who did not know of the ground for annulment and could not have known with ordinary care.
Official text (Arabic)
This article has not been amended since the law was issued.
1- لا يحتج بإبطال العقد تجاه الخلف الخاص للمتعاقد إذا كسب حقًّا عينيًّا معاوضة بحسن نية.
2- يعد الخلفُ الخاصُّ حسنَ النية إذا كان عند التعاقد لا يعلم سبب إبطال عقد سلفه ولم يكن بمقدوره أن يعلم لو أنه بذل من الحرص ما تقتضيه ظروف الحال من الشخص المعتاد.
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 86 explained in plain English
This article protects the good-faith third party who deals with one of the contracting parties in a contract that can be annulled, specifically the specific successor, such as someone who buys the same thing from one of the parties to the first contract.
Paragraph 1: annulment may not be asserted
Annulment of the contract may not be asserted against the contracting party's specific successor if the following conditions are met in him:
- that he acquired a real right, such as ownership.
- that he acquired it for value, that is, for consideration such as a price, not as a gift.
- that he is in good faith.
Paragraph 2: the meaning of good faith
The specific successor is in good faith if, at the time of contracting:
- he did not know of the ground for annulling his predecessor's contract, and
- he could not have known of it had he exercised the care that the circumstances require of an ordinary person.
Actual lack of knowledge is not enough; his ignorance must also not result from a failure to exercise ordinary care. What counts is the time of contracting, not what he learns later.
Practical effect: if the first contract is annulled, that does not affect the right of a specific successor who meets these conditions. If any of them is missing, the annulment can be asserted against him.
Because assessing good faith and the level of care required depends on the circumstances of each case, a person buying real estate or valuable property is advised to consult a lawyer who specializes in civil cases and contracts before contracting.
Practical example
Khaled bought an apartment in Riyadh from Saad, and Saad had bought it from another person under a contract that could be annulled. Khaled paid the price and did not know of the ground for annulment, and could not have known of it even with ordinary care. If the first contract is later annulled, that annulment may not be asserted against Khaled.
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 86 of the Saudi Civil Transactions Law
Is the second buyer affected by the annulment of the first contract?
Annulment of the contract may not be asserted against the specific successor if he acquired a real right for value and in good faith.
When is the buyer considered in good faith?
If, at the time of contracting, he did not know of the ground for annulling his predecessor's contract and could not have known had he exercised the care the circumstances require of an ordinary person.
Does the protection cover someone who obtained the thing as a gift?
The article requires that the specific successor acquired the real right for value, that is, for consideration.
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.