Article 91 of the Saudi Civil Transactions Law
المادة 91 من نظام المعاملات المدنية · الفرع الثالث: النيابة في التعاقد
If a representative does not inform the other party that he is contracting as a representative, the effect of the contract is not attributed to the principal except in two specified cases.
Official text (Arabic)
This article has not been amended since the law was issued.
إذا لم يُعلِم النائبُ المتعاقدَ الآخرَ وقت إنشاء العقد أنَّه تعاقد بصفته نائبًا؛ فإنَّ أثر العقد لا يُضاف إلى الأصيل دائنًا أو مدينًا إلا إذا كان من المفترض أنَّ من تعاقد معه النائب يعلم بوجود النيابة أو كان يستوي عنده أن يتعامل مع الأصيل أو النائب.
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 91 explained in plain English
This article deals with a common situation: a person contracts on behalf of another (as an agent or delegate) but does not inform the other party at the time of making the contract that he is contracting as a representative. The rule in this case is that the effect of the contract is not attributed to the principal, so the principal does not become a creditor of the rights arising from the contract or a debtor of its obligations.
The text excepts two cases in which the effect of the contract is attributed to the principal despite the absence of notice:
- where the other contracting party was presumed to know of the existence of the representation, even if the representative did not state it.
- where it made no difference to the other contracting party whether he dealt with the principal or with the representative, that is, the identity of the person he deals with does not matter to him.
This article is linked to Article 90, which sets the general rule: if the representative contracts within the limits of his representation in the principal's name, the rights and obligations are attributed to the principal. Article 91 shows what happens when the element of contracting in the principal's name, apparent to the other party, is absent. Article 92 deals with another case, concerning both parties' ignorance of the end of the representation.
The purpose of the rule is to protect the other party who contracted believing he was dealing with the representative himself, so that he is not taken by surprise by another person he did not intend to deal with, unless he knew of the representation or did not care who the contracting party was. A person facing a dispute over who is bound by a contract is advised to consult a lawyer who specializes in civil cases.
Practical example
Khaled bought a car from a showroom in Jeddah on behalf of his brother, and signed the contract in his own name without stating that he was acting as his brother's agent. If the showroom was not presumed to know of this agency, and the identity of the buyer mattered to it, the effect of the contract is not attributed to the brother, and the dealing remains between the showroom and Khaled. But if the identity of the buyer made no difference to the showroom at all, the contract may be attributed to the brother.
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 91 of the Saudi Civil Transactions Law
Is a principal bound by a contract his agent concluded without stating that he was an agent?
As a rule, no. The effect of the contract is not attributed to the principal if the representative did not inform the other party of his capacity at the time of making the contract.
When is the contract attributed to the principal even though the representation was not stated?
If the other party was presumed to know of the existence of the representation, or it made no difference to him whether he dealt with the principal or the representative.
What is the difference between this article and Article 90?
Article 90 deals with a representative contracting within the limits of his representation in the principal's name, so the effect is attributed to the principal, and Article 91 deals with the case where the other party was not informed of the representation.
More articles on Effects and Interpretation of Contracts
- Article 30
The article provides that the rules of the contract chapter apply to named and unnamed contracts, without prejudice to the legal provisions that regulate contracts of a special nature.
تطبق الأحكام الواردة في هذا الفصل على العقود المسماة وغير المسماة، وذلك دون إخلال بالأحكام الواردة في النصوص النظامية التي تنظم عقودًا ذات طبيعة خاصة.
- Article 40
In adhesion contracts, acceptance is limited to mere submission to fixed terms set by the offeror that are not open to discussion.
القبول في عقود الإذعان يقتصر على مجرد التسليم بشروط مقررة يضعها الموجب ولا يقبل مناقشة فيها.
- Article 45
A framework agreement is a contract in which the parties set the basic terms of the contracts they create between them under its provisions, and it is treated as part of those contracts.
الاتفاق الإطاري عقدٌ يُحدد المتعاقدان بمقتضاه البنود الأساسية التي تخضع لها العقود التي ينشئها المتعاقدان بينهما وفقًا لأحكام هذا الاتفاق، ويُعد ذلك الاتفاق جزء
- Article 46
If the contracting parties, expressly or impliedly, refer in the contract to a model document, specified rules or any other document, it is treated as part of the contract.
إذا أحال المتعاقدان صراحةً أو ضمنًا في العقد إلى أحكام وثيقةٍ نموذجيَّةٍ أو قواعد محددة أو أي وثيقة أخرى عُدَّت جزءًا من العقد.
- Article 73
If the parties do not specify the quantity of the subject matter and the contract contains what allows it to be determined, the court determines it; if they do not agree on quality and there is no custom or indication, an item of medium quality must be delivered.
1- إذا لم يحدِّد المتعاقدان مقدار المحل وتضمن العقد ما يمكن للمحكمة تحديده به؛ حددته بناءً على ذلك. 2- إذا لم يتفق المتعاقدان على درجة جودة الشيء ولم يوجد عرف أ
- Article 87
The article permits contracting through representation unless statutory texts require otherwise, and divides representation into agreed, judicial and statutory.
1- يصح التعاقد بالنيابة؛ ما لم تقتض النصوص النظامية خلاف ذلك. 2- تكون النيابة في التعاقد اتفاقيةً أو قضائيةً أو نظاميةً.
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.