Article 99 of the Saudi Civil Transactions Law
المادة 99 من نظام المعاملات المدنية · الفرع الرابع: آثار العقد
The article provides that a contract does not create an obligation on a person who is not a party to it, but may give that person a right.
Official text (Arabic)
This article has not been amended since the law was issued.
لا يرتب العقد التزامًا في ذمة الغير، ولكن يجوز أن يكسبه حقًّا.
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 99 explained in plain English
This article sets a short but important rule known as the relative effect of contracts, which has two parts:
- No obligation on third parties: a contract does not create an obligation on a person who was not a party to it. Two people cannot agree to burden a third person with a debt or a task without his consent.
- A right may be given to third parties: a contract may give a third person a right, so that he benefits from it even though he is not a party.
The reasoning is that an obligation is a burden that is imposed on no one except with their consent or by a provision of law, whereas a right is a benefit that does not harm its holder.
This article is linked to Article 98, which explains that the effect of a contract extends to the contracting parties and general successors and passes to a specific successor under conditions. It is also linked to Article 100, which applies the prohibition to the case of someone who undertakes to make a third party bound by something, and provides that the third party is not bound by it.
Anyone who is asked to perform a contract they were not a party to, or who believes they have a right under a contract concluded by others, should consider consulting a lawyer who specializes in civil cases to examine their position.
Practical example
A merchant agreed with a supplier in Jeddah that his neighbor would pay for the goods on his behalf, without the neighbor's knowledge or consent. This agreement creates no obligation on the neighbor to pay, because he is not a party to the 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 99 of the Saudi Civil Transactions Law
Can a contract bind me if I was not a party to it?
No. A contract does not create an obligation on a third party.
Can I benefit from a contract concluded by someone else?
Yes. The text allows a contract to give a third party a right.
What is meant by the relative effect of contracts?
That the obligations arising from a contract are limited to its parties and those to whom its effect extends, and do not bind third parties.
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.