1. Is there legislation on force majeure in your law system?
  2. If so, what is the text of the force majeure clause in your civil code?
  3. Is this mandatory or are parties free to regulate force majeure clauses?
  5. If a contract just says you can terminate for “force majeure” is there any guidance/case law as to what this means (in the absence of it being defined in the relevant contract)?
  6. Is there a difference in all of this in B2B transactions versus B2C transactions?
  7. Is there a difference in judgement when the force majeure clause is laid down in a contract or in T&C’s?
  8. Do you have examples of force majeure clauses which you think (would) work well in practice?
  9. Do you (already) have an example of a force majeure clause which is “corona future proof” or “virus proof” and you willing to share that with us?
  10. Are there any alternative remedies that a party could consider based on being unable to perform a contract due to the corona virus?

jurisdiction

Oman

1. Is there legislation on force majeure in your law system?

Yes, there are provisions in the Omani Civil Transaction Law as promulgated by Royal Decree No. 29/2013 (the Civil Code).

2. If so, what is the text of the force majeure clause in your civil code?

Article 172 of the Civil Code states: 

  1. In bilateral contracts, if force majeure occurs rendering the performance of the obligation impossible to complete, the corresponding obligation shall be extinguished, and the contract shall automatically be revoked.
  2. Where the impossibility is partial, only the corresponding obligation to that part which becomes impossible to be performed shall be extinguished. Such provision also apply to temporary impossibility in permanent contracts. In both cases, [one party] may rescind the contract provided that a notice is served to the [other party].

3. Is this mandatory or are parties free to regulate force majeure clauses?

This is mandatory. A force majeure clause cannot contradict the Civil Code and/or any mandatory provision of law currently in force in the Sultanate of Oman.

4. If it is regulatory, to what extent are parties free to regulate such clauses (e.g. do parties have to take principles of reasonableness and fairness into account) and if so, in what way?

Parties are free to regulate force majeure clauses provided they do not contradict the Civil Code and/or any other mandatory provision of law. They need to keep in mind the principles of fairness and reasonableness and it should not be bias towards one party over the other party.

5. If a contract just says you can terminate for “force majeure” is there any guidance/case law as to what this means (in the absence of it being defined in the relevant contract)?

If the contract says that it can be terminated for force majeure without it being defined in the relevant contract, then Article 172 will apply. It provides the basis of whether such termination would be considered as lawful or not.

6. Is there a difference in all of this in B2B transactions versus B2C transactions?

No, there is no difference between B2B and B2C.

7. Is there a difference in judgement when the force majeure clause is laid down in a contract or in T&C’s?

No, there is no difference.

8. Do you have examples of force majeure clauses which you think (would) work well in practice?

N/A

9. Do you (already) have an example of a force majeure clause which is “corona future proof” or “virus proof” and you willing to share that with us?

N/A

10. Are there any alternative remedies that a party could consider based on being unable to perform a contract due to the corona virus?

Yes, there are other alternative remedies which could be considered. The remedies would include: (a) amending the agreement; (b) terminating the agreement; and (c) parties can request from the court to interfere and balance the obligations in the agreement. This would be in accordance with Clause 159 of the Civil Code that states: “If general exceptional accidents that were unforeseen at the time of contracting occur and result in that the execution of the contractual obligation, even if not impossible, become burdensome to the debtor and threaten the latter with serious loss, the court may, according to the circumstances and after balancing the interests of both parties, reduce the burdensome obligation to a reasonable limit. Any other agreement to the contrary shall be void.” This would apply when the obligations can be fulfilled but are burdensome on one of the parties.