Article 92 of the Saudi Civil Transactions Law
المادة 92 من نظام المعاملات المدنية · الفرع الثالث: النيابة في التعاقد
The contract is attributed to the principal if the representative and the person contracting with him are both unaware, at the time of contracting, that the representation has ended.
Official text (Arabic)
This article has not been amended since the law was issued.
إذا كان النائب والمتعاقد معه يجهلان معًا عند التعاقد انتهاء النيابة؛ فإن العقد يُضاف إلى الأصيل.
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 92 explained in plain English
Representation (such as an agency) may end for some reason, and the representative then contracts with another person before learning that it has ended. This article deals with that case, and provides that if the representative and the person contracting with him are both unaware when contracting that the representation has ended, the contract is attributed to the principal as if the representation were still in force.
The text requires two conditions together for this rule to apply:
- that the representative is unaware that the representation has ended at the time of contracting.
- that the person contracting with him is also unaware that it has ended at the same time.
If either of them knows that the representation has ended, this rule does not apply, given the wording of the text, which requires that both be unaware. Ignorance is measured at the time of contracting, not afterward.
Among the neighboring rules on representation, Article 91 deals with the case where the representative does not inform the other party of his capacity, and Article 93 prohibits the representative from contracting with himself without permission. The aim of Article 92 is to protect a person who dealt in good faith with a representative whose representation he and the other party believe is still in force, so that the dealing remains settled and the contract is not wasted.
The text does not specify the reasons the representation ends or how ignorance is proven, so in a dispute it is advisable to consult a lawyer who specializes in civil cases.
Practical example
Saad appointed his friend Fahd to sell land in Riyadh, then canceled the power of attorney without Fahd learning of it. Fahd sold the land to a buyer who also did not know of the cancellation. Because both were unaware of the end of the power of attorney at the time of contracting, the sale contract is attributed to Saad.
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 92 of the Saudi Civil Transactions Law
Is an agent's contract valid after his agency has ended?
The contract is attributed to the principal if the agent and the person contracting with him are both unaware of the end of the representation when contracting.
What if the person contracting with the agent knew the agency had ended?
The text requires that both parties be unaware, so if either of them knows, this rule does not apply.
At what time is the parties' ignorance taken into account?
At the time of contracting, as the text expressly provides.
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.