There is only one general rule regarding the choice of applicable law for a commercial contract in Jordan, which reflects the standard principle governing all contracts in Jordan; not just commercial ones. This principle provides that the contract constitutes the law between the parties and is determined by their mutual agreement. This means that, since the contract becomes binding as their “law”, only the counterparts have the authority to determine its contents. There are no other rules or restrictions in Jordanian law; other than the sole limitation that the contents of the contract that the parties agree on must not contradict the provisions of Jordanian law and/or Jordanian public policy. On the matter of the applicable law for commercial contracts specifically, there is no provision in the Jordanian law that prescribes any general rules on the choice of the applicable law. 

As a general rule, commercial contracts in Jordan are not subject to specific formal requirements, unless expressly prescribed by law. Consent alone is sufficient for validity, as established under Article 87 of the Jordanian Civil Code 43/1976. However, written contracts remain essential for evidentiary purposes, particularly because the Jordanian Civil Procedure Law 24/1988 and its amendments requires that contracts exceeding JOD100 be proven in writing (Article 30). This provision substantially restricts the enforceability of purely oral agreements in commercial litigation.

Certain categories of contracts are subject to additional formality requirements. For instance, commercial agency agreements must be executed in writing and duly notarised in accordance with the Jordanian Commercial Law 12/1966 (Article 12). Likewise, other specific contracts, such as real estate transactions, mortgages and certain company incorporation documents, must comply with statutory formalities, including notarisation and registration with the competent authority.

As a general rule, the Jordanian Civil Code 43/1976 is the primary local legislation governing commercial contracts, as the Civil Code is the main source of law for non-criminal matters. Although the Civil Code is the main source of law, the main legislation can change depending on the type of commercial contract due to the fact that certain commercial contracts are subject to legislation other than the Civil Code. Other legislation includes primarily (but not exclusively) the Jordanian Trade Law 12/1966, the Jordanian Labour Law 8/1996, the Jordanian Maritime Law 12/1972, the Jordanian Companies Law 22/1997 and its amendments, the Jordanian Commercial Agents and Brokers Law 28/2001, along with any implementing regulations or instructions issued under these laws.

Certain key differences between Jordanian law and the United Nations Convention on Contracts for the International Sale of Goods (CISG) are as follows:

• Jordanian law does concern itself with the validity of the commercial contract;
• unlike the CISG, Jordanian Law does not exclude contracts relating to stocks, shares, investment securities, negotiable instruments or money, ships, vessels, hovercraft or aircraft, nor does it exclude the execution of sales;
• Jordanian law applies to the liability of the seller for death or personal injury arising from goods under a commercial contract; and
• Jordanian law does not oblige a seller who is refunding the purchase price to pay interest on the refunded amount.

Jordanian law adheres to the principle of party autonomy in matters of contractual obligations. Pursuant to (Article 20) of the Jordanian Civil Code 43/1976, the parties may include in commercial contracts any terms and conditions that they choose, provided that such terms do not contravene Jordanian public policy.

However, certain commercial contracts are governed by their substantive content. These contracts include, but are not limited to, agency agreements, corporate contracts (such as company incorporation agreements), sales contracts for land and motor vehicles, employment contracts, contractor contracts and insurance contracts. These mandatory rules form the legal framework for specific categories of commercial contracts. Their provisions apply irrespective of whether or not they are included in the terms and conditions of the contract and the provisions of any commercial contract may not contravene such mandatory rules.

A few notable court decisions in Jordan within the last three years related to commercial contracts are as follows.

Amman Court of Appeal Decision No 5137/2024: Arbitration Clause Extension in Settlement Agreements

In July 2024, the Amman Court of Appeal, confirmed by the Court of Cassation (sitting)en banc, rendered a landmark decision concerning the extension of arbitration clauses to subsequent settlement agreements. The court held that a settlement agreement constitutes a stand-alone contract, which – unless explicitly stated otherwise – terminates and supersedes prior agreements, including their arbitration clauses. Thus, in the absence of an express arbitration clause or reference within the settlement agreement itself, the original arbitration mechanism does not survive. The court reasoned that by entering into the new settlement, the parties impliedly waived the right to arbitrate under the former contract.

The decision imposed a high bar for extending dispute resolution clauses across sequential agreements and underscored the judiciary’s rigorous approach to party autonomy and the privity of contract. While this supports contractual clarity, some commentators have criticised the ruling’s rigidity on the grounds that it overlooks nuanced party intent and the practical needs of business continuity. They suggest that future court practice should pay closer attention to implied intentions, particularly in complex, multi-document transactions.

Economic Chamber of Amman Court of First Instance Decision No 380/2022: Ancillary Arbitration and Action Oblique

In December 2022, the Economic Chamber delivered a precedent-setting judgment extending the application of an arbitration clause to an indirect claimant (creditor) pursuing “action oblique” under Articles 366 and 367 of the Jordanian Civil Code. The case involved a creditor suing an employer to recover liquidated guarantees, standing in the shoes of a contractor who held an arbitration agreement with the employer. The court found that, as a legal representative of the debtor, the creditor became subject to all contract defences – including the arbitration clause – even though not a signatory to the original agreement. In such “action oblique,” procedural rights are deemed to follow the substantive contractual obligations.

Amman Court of Appeal Decision No 10995/2021 and the Group of Contracts Doctrine

Although just outside the three-year range, this 2021 decision remains pivotal and has been repeatedly cited in subsequent decisions and commentary. The court recognised the extension of an arbitration clause from a principal contract to an ancillary or “Annex” contract, even in the absence of an arbitration clause in the latter. The court reasoned that when the ancillary agreement is integrally connected to and inseparable from the main contract, the “accessory follows the principal”, and the arbitration arrangement extends accordingly. This approach strengthened coherence in multi-document or “package” transactions common in the construction, infrastructure and services sectors.

There are no specific rules governing the choice of applicable law in commercial contracts in Jordan. There is only the general rule, as stated in detail in 1.1 Applicable Law. There are no other rules or restrictions in Jordanian law, other than the sole limitation that the agreed contractual contents may not contradict the provisions of Jordanian law. There is also no provision in Jordanian law prescribing specific rules applicable solely to commercial contracts.

If, however, no applicable law is chosen for a commercial contract, then there are specific rules that will apply, those being the Jordanian conflict of laws rules. In particular, the Jordanian courts will apply the principles of private international law in accordance with the provisions of the Jordanian Civil Code 43/1976. Article 11 of the Jordanian Civil Code stipulates that, “Jordanian law shall serve as the governing reference for characterizing legal relationships when determining their nature in cases involving a conflict of laws, in order to identify the applicable law among them”. This means that the courts will apply Jordanian law to determine the nature of the relationship in question.

Since commercial contracts fall under the characterisation category of contractual obligations, Articles 20 and 21 apply. Article 20 states that:

“1. Contractual obligations shall be governed by the law of the country in which the contracting parties share a common domicile. If their domiciles differ, the law of the country where the contract was concluded shall apply – unless the parties agree otherwise.

2. However; contracts concerning real estate shall be governed by the law of the jurisdiction in which the property is located”.

This article differentiates between contractual obligations relating to real estate and other contractual obligations. If the contractual obligation relates to real estate, the applicable law is the law of the jurisdiction where the property is located. If the contractual obligation does not relate to real estate, then the applicable law is the law of the jurisdiction where the shared domicile of the parties is located (if the domicile is shared). If the domicile is not shared, then the applicable law is the law of jurisdiction where the contract was concluded; unless the parties agree otherwise.

Article 21, which governs the procedural aspect of contractual obligations stipulates that: “Contracts concluded between living persons shall be governed in form by the law of the country in which they were executed. They may also be subject to the law governing their substantive provisions, or the law of the parties’ domicile, or their shared national law.” That means that, procedurally, the applicable law for contractual obligations is either the law of the country where they were executed, the law governing their substantive provisions, the law of the parties’ domicile or the parties’ shared national law.

There is no provision under Jordanian law that stipulates applying an overriding law in the event that a foreign law is chosen.

If one of the contract parties is from Jordan, a foreign jurisdiction can be chosen. As stated in detail in 1.1 Applicable Law, the principle that the contract constitutes the law between the parties and is determined by them will apply. Under that principle, the counterparties to a contract are free to agree on any jurisdiction that they wish to choose, irrespective of their place of origin.

If both of the contract parties are from Jordan, a foreign jurisdiction can also be chosen. The same principle applies; that the contract constitutes the law between the parties and is determined by the parties themselves. That means that the counterparties to a contract are free to determine jurisdiction, regardless of the jurisdiction of domicile or their nationality.

Arbitration agreements are fully recognised and enforceable under the Arbitration Law 31/2001. Jordan is also a party to the 1958 New York Convention, and domestic courts generally uphold foreign arbitral awards in accordance with Articles II (3) and V (2).

In practice, courts ensure that the arbitration agreement is valid, the tribunal was properly constituted, and that the parties were given adequate notice and opportunity to present their case. Enforcement may, however, be denied if the award conflicts with mandatory provisions of Jordanian law or public policy. In particular, statutory protections under the Commercial Agents and Brokers Law 28/2001 cannot be waived by arbitration, and awards attempting to circumvent these rules are rendered void.

As a general rule, commercial contracts in Jordan are not subject to specific formal requirements unless expressly prescribed by law. Consent alone is sufficient for validity (Jordanian Civil Code 43/1976 (Article 87)). Nevertheless, written contracts are strongly recommended in commercial practice, particularly for evidentiary purposes, since oral agreements are difficult to prove in litigation. In this context, the Jordanian Civil Procedure Law explicitly requires that contracts exceeding JOD100 be proven in writing.

Certain types of contracts require additional formalities. For example, commercial agency agreements must be executed in writing and notarised in accordance with the Commercial Law 12/1966 (Article 12). Other contracts, such as real estate transactions and corporate incorporation documents, may also be subject to statutory formality requirements.

This approach ensures compliance with mandatory legal provisions and promotes practical enforceability. This is consistent with the broader principle of party autonomy and the applicable legal framework.

Jordanian law does not expressly stipulate the concept of culpa in contrahendo in the provisions of its legal framework. However, this does not preclude the concept of culpa in contrahendo being applied if it was expressly included as a term in a commercial contract. The concept can also be applied through slightly similar legal concepts called “promise of sale” and “deposit” that are stipulated in the Jordanian Civil Code 43/1976.

A promise of sale is a legally binding undertaking in which one or both parties promise to conclude a contract with the other at a future time in accordance with Articles 105 and 106 of the Jordanian Civil Code 43/1976. In practice in Jordan, this is usually used when one party promises to sell a certain product (usually land or property) to the other party.

A deposit is a legal concept in which both parties agree to provide a certain monetary sum as collateral in the event that either party decides not to continue with the contract and withdraws from or terminates the contract in accordance with Article 107 of the Jordanian Civil Code 43/1976. It serves as a guarantee that both parties retain the right to withdraw from the agreement. In the case of termination, the deposit is not refundable. Should the termination be initiated by the party who paid the deposit, then that party loses only the exact amount of the deposit. However, should the termination be initiated by the party who received the deposit, then that party must return the deposit to the other party and pay to that other party as compensation, a sum of money that equates to the exact amount of the deposit.

In addition, Article 106 of the Jordanian Civil Code 43/1976 stipulates that: “If a party promised to conclude a contract and reneged and was then sued by the other party requesting performance of the promise and the requirements of a contract (the procedural aspects in particular) were present, the court’s judgement can take the place of a contract.”

Standard terms and conditions of one party can be included in the commercial contract in one of two ways. Either the terms and conditions are expressly stipulated in the contract by incorporating them in the text of the contract or by including in the contract a clause referencing them and obliging the parties to abide by the referenced terms and conditions.

There are no specific provisions under Jordanian law governing standard terms (boiler plate clauses) specifically. Those are treated the same as other clauses in a contract. This means that they are governed by the general principle that the contract constitutes the law between the parties and is determined by the parties themselves. Once the contract has been duly signed, it becomes binding on both parties and the governing law of the contract also becomes binding on them. Should the governing law be Jordanian law, then any statutory provisions of Jordanian law that are applicable to the particular type of commercial contract will also bind the parties.

Jordanian law does not contain a specific doctrine invalidating standard terms solely because they create an unreasonable disadvantage. However, under the Jordanian Civil Code 43/1976, general principles of good faith (Article 202) and fairness apply, and a contractual term may be struck down by the court if it is contrary to mandatory law, public order, or morals. Importantly, Article 266 of the Jordanian Civil Code 43/1976 restricts compensation to actual, direct, and reasonably foreseeable damages, with no statutory cap. However, the aggrieved party must prove the extent of loss, including loss of profits, with sufficient evidence. Courts will award only substantiated harm.

In the event of a battle of forms, in which both parties try to form a contract, with each party attempting to push their own conflicting terms and conditions, the result is subject to the negotiations that take place between the parties. Jordanian law provides no specific statutory guidance on the matter, which is therefore resolved with the consensus of both parties, achieved through negotiations between them. Once both parties have agreed – whether by adopting one party’s terms or the other’s, or even a hybrid of both parties – the resulting terms and conditions govern the contract, consistent with what is stated in 3.3 Standard Terms and Conditions.

As a rule, commercial contracts in Jordan do not require notarisation and may be concluded by simple written agreement, unless special legislation provides otherwise (for example, contracts transferring immovable property rights require registration with the Department of Lands and Survey). The Electronic Transactions Law 15/2015 recognises electronic signatures as valid and enforceable, provided they meet the requirements of authenticity, integrity and reliability. However, in practice, electronic signatures at present remain of limited application in Jordan, as no local certification authorities or signature authentication platforms have yet been licensed on a wide scale. This limits their widespread adoption despite their formal legal recognition.

Under Jordanian law, official registration of certain commercial contracts is necessary. These commercial contracts typically relate to immoveable assets such as land, property, motor vehicles, company shares or company stocks. In other cases, official/formal registration is required by virtue of the parties’ status, for example, where one of the counterparties (or both) is a commercial agent since, under Jordanian law, a commercial agent operating in Jordan should be officially registered at the Commercial Agents Registry. Similarly, the documents pertaining to companies (such as incorporation documents and company authorisations/delegations) need to be registered due to their legal and commercial importance. 

In addition to mutual consent, the Jordanian law, in order to conclude an effective commercial contract, imposes further requirements, applicable to all contracts, as follows.

• The contract cannot be concluded on a matter that is illegal, pursuant to Articles 87 and 165 of the Jordanian Civil Code 43/1976.
• Certain contracts are required by law to have procedural requirements such as registration.
• An agent (or legal representative) is prohibited from concluding an agreement with themselves (in other words, the agent contracting with the agent) on behalf of the principal without the principal’s consent, pursuant to Article 115 of the Jordanian Civil Code 43/1976.
• Both parties to a contract must have the legal capacity to enter into and conclude a contract pursuant to Article 116 of the Jordanian Civil Code 43/1976.
• No factor that limits mutual consent (such as coercion) was applied on either party, pursuant to Articles 135–156 of the Jordanian Civil Code 43/1976.
• There has to be an object (a matter that the contract is being concluded on) to a contract, pursuant to Article 157 of the Jordanian Civil Code 43/1976.
• The objective of a contract cannot be impossible to perform or obtain, pursuant to Article 159 of the Jordanian Civil Code 43/1976.
• The cause of the contract cannot violate public policy, pursuant to Article 165 of the Jordanian Civil Code 43/1976.
• The contract must have a benefit to the parties and this benefit cannot be illegal, pursuant to Article 166 of the Jordanian Civil Code 43/1976.

In addition, Article 100 of the Jordanian Civil Code 43/1976 stipulates that mutual consent is conditional upon both parties having agreed on all of the main points of the contract. In the event that only some of the main points of the contract have been agreed on, the contract becomes invalid; irrespective of whether the parties prove their agreement in writing.

In Jordan there is no unified, single commercial code that comprehensively governs B2B or B2C contracts. Instead, B2B contracts are primarily governed by the Jordanian Civil Code 43/1976, the Commercial Law 12/1966, and any sector-specific regulations. In B2C contracts, consumer protection laws apply in addition to the Jordanian Civil Code, particularly the Jordanian Consumer Protection Law 7/2017, which imposes stricter obligations regarding disclosure, warranties, and remedies and the (E-Commerce)/Electronic Transactions Law 15/2015 as amended together with its various regulations. Thus, businesses contracting with consumers are subject to heightened statutory duties not typically found in B2B contexts.

In Jordan, consumer rights are protected under the provisions of the Jordanian Consumer Protection Law 7/2017. Under its Article 3/A, the main consumer protection rights that are to be respected are as follows.

• The consumer has the right to obtain goods or services that fulfil their intended purpose without causing any harm to their interests or health during normal or expected use.
• The consumer has the right to obtain clear, complete and accurate information about the goods or services they are purchasing and their terms of sale.
• The consumer, prior to completing the purchase, has the right to obtain complete and clear information about their obligations to the supplier and the supplier’s rights towards them.
• The consumer has the right to select the goods or services they wish to purchase without undue pressure or restrictions.
• The consumer has the right to obtain proof of their purchase of the goods or services and the basic details of the purchase.
• The consumer has the right to file lawsuits for any action that may infringe, harm or restrict their rights, including seeking fair compensation for any damages incurred as a result.
• The consumer has the right to obtain complete and accurate information about the supplier and their address.

In accordance with its Article 3/B, the supplier is prohibited from engaging in any act or omission that would infringe upon any consumer right.

Consumer rights are also protected through obligations imposed on the supplier. These obligations include, but are not limited to, the following.

• The supplier must provide after-sales services, particularly maintenance services and spare parts for goods or services that require such services, or verify that they have been provided, whether for a fee paid by the consumer or free of charge (as per Article 5).
• If the product is defective, the supplier is obligated to return it and refund its price upon the request of the consumer or any other person to whom ownership of the product has been transferred (as per Article 7/A/1). If the supplier is unable to return the product due to a defect that appears after the consumer has consumed/used it, the supplier is obligated to pay the consumer an amount equal to the value of the damage (as per Article 7/A/2).
• If the service is defective, the supplier is obligated to refund its price upon the consumer’s request, provided that the consumer does not receive the service or the supplier can withdraw from providing the service (as per Article 7/B/1). If the defect in the service appears after the consumer has fully received it, the supplier is obligated to pay the consumer an amount equal to the value of the damage (as per Article 7/B/2).

In addition, pursuant to Article 6/A, consumers are offered protection through a clear definition of a defective good or service, whereby it is stipulated that a good or service is considered defective in any of the following cases:

• it does not meet safety requirements for normal or expected use;
• it does not conform to applicable mandatory technical regulations;
• it does not conform to the advertised specifications or achieve the declared results for the consumer; and
• the good or service does not meet the declared performance or quality levels, or it is defective or deficient, or is unfit for use as intended for a period appropriate to its nature.

Article 6/B offers the consumer further protection by stipulating that any of the following cases shall be considered a breach of contractual obligations.

• Failure to deliver the goods or provide the service to the consumer within the agreed period or within the customary period.
• Inaccurate information provided to the consumer about the goods or service, or the supplier’s concealment of any essential information about it from the consumer.
• Inaccurate information provided to the consumer prior to completing the purchase regarding the obligations owed to the supplier or the supplier’s rights against the consumer, or the supplier’s concealment of any essential information related thereto.
• The unavailability of after-sales services or spare parts necessary for goods or services whose nature requires them in the local market, unless there is an agreement between the supplier and consumer to the contrary.

Articles 8/A and 8/B also provide additional protection to the consumer. Article 8/A stipulates that it is prohibited to publish any advertisement that misleads or deceives the consumer regarding a product or service. An advertisement is considered misleading if it contains false, incorrect, or incomplete data or information regarding the following:

• the nature, quality, composition, essential characteristics, or the components of the product and its quantity;
• the source, weight, size, manufacturing method, expiration date, conditions of use, or warnings regarding such use;
• the type of service, the agreed-upon location for its provision, warnings regarding its receipt, or its essential characteristics;
• the terms of the contract, the total price, and the method of payment;
• the advertiser’s obligations; and
• the identity and qualifications of the service provider, if considered during the contract.

Article 8/B stipulates that it is prohibited to publish any advertisement for a product or service that is harmful to the consumer’s health or safety or of unknown origin.

Under Jordanian law, liability for contractual obligations arises when a party fails to perform its duties under a contract in accordance with the agreed terms (Jordanian Civil Code 43/1976, Articles 256–266). The primary objective is compensatory: the liable party must remedy the actual loss suffered by the aggrieved party, restoring them, as far as possible, to the position they would have occupied had the contract been properly performed. Fault or negligence is generally required to establish liability.

In commercial contracts, damages may include direct losses as well as reasonably foreseeable consequential losses, such as lost profits, provided they can be proven with sufficient certainty. Jordanian courts generally require that such losses arise naturally from the breach or have been within the contemplation of the parties at the time of contracting.

Under Jordanian law, there are two types of liability depending on the source; each based on a distinct legal foundation. These two types of liability are contractual liability (liability arising from breach of contract) and tort liability (liability for harmful acts, not related to a contract between parties).

The core concept of contractual liability is compensation for the actual damages sustained by a counterparty as a consequence of a breach of contract by the other party. In accordance with Articles 363 and 364 of the Jordanian Civil Code 43/1976, the amount of damages to be claimed can be agreed upon by the parties to a contract. If it is not agreed upon in the contract or by law, then the amount is determined by the court. It should be noted that, in the event of such agreement, this amount is not guaranteed as a final sum. Article 364 of the Jordanian Civil Code 43/1976 stipulates that, based on a request by one of the parties to a contract, the court can amend the agreed amount in order to have the amount reflect the actual damages.

The core concept of liability for tort is compensation for damages incurred by an individual as a result of the harmful acts of another individual pursuant to Article 256 of the Jordanian Civil Code 43/1976. This liability arises independently of contractual relations. It is contingent on proof of three elements, which are:

• a harmful act;
• actual damage/s must have been incurred; and
• a causal link between the harm suffered and the defendant’s actions.

Under Jordanian law, punitive or exemplary damages are not recognised. Compensation for breach of an agreement is limited to actual, direct and reasonably foreseeable losses. The aggrieved party bears the burden of proof in proving the extent of such losses, including any lost profits, and recovery is confined to amounts that can be substantiated.

Under Jordanian law, liability is primarily governed by the Jordanian Civil Code 43/1976, where a distinction is drawn between contractual and tortious obligations. In contractual liability, once non-performance, delay or defective performance is established, the aggrieved party is entitled to compensation without the need to prove fault (Articles 261–263). The burden shifts to the counterparty to demonstrate that non-performance was due to an external cause beyond their control, such as force majeure under Article 247. This creates, in effect, a presumption of liability without fault in contractual relations. Beyond contracts, the Civil Code also provides for strict liability in limited statutory contexts, such as custodian liability for damage caused by things under one’s control (Article 291), liability for acts of employees in the course of employment (Article 288), and strict product liability under the Consumer Protection Law 7/2017. These exceptions illustrate that while fault remains the general foundation of liability, Jordanian law recognises specific situations where responsibility may be imposed irrespective of negligence or intent.

Under Jordanian law, parties may contractually limit liability for breaches of contract. Such limitations are generally enforceable, provided they do not exclude liability for fraud, gross negligence or the performance of mandatory contractual obligations. Clauses that are individually negotiated are more likely to be upheld by courts than standard-form or boilerplate exclusions, which may be scrutinised for fairness and reasonableness.

In all cases, if any provision of the agreement is deemed invalid or unenforceable under Jordanian law, such invalidity shall not affect the validity of the remainder of the agreement. The affected clause is considered void; while the remainder of the agreement continues in force, the rest of the contract remains fully effective.

Force majeure is a pivotal legal construct in contract law, particularly in times of crisis or unforeseen disruption. In commercial transactions, it functions as a safeguard for parties confronted with circumstances that render contractual performance impossible or excessively onerous. The Jordanian legal system’s approach to force majeure is rooted in civil law tradition, drawing on both codified statutes and judicial interpretive principles to furnish a comprehensive framework for contractual relief. This examines how Jordanian law conceptualises, implements and enforces the doctrine of force majeure, especially where such clauses are absent from the contract, alongside the associated prerequisites and obligations on the affected party.

Force Majeure in the Jordanian Civil Code 43/1976

Statutory foundation: Article 247 of the Civil Code 43/1976

The Jordanian Civil Code 43/1976 is the principal legislation governing civil and commercial contracts. Article 247 directly addresses force majeure.

There is no explicit statutory definition of force majeure in the Civil Code. However, the judiciary, particularly the Court of Cassation, has consistently defined force majeure as “an unforeseeable event which is impossible to evade and beyond the control of the parties”, and the application of its elements (unpredictability, unavoidability and impossibility) is a matter for the substantive assessment of the courts.

Requirements for invocation

In order for a party to rely on force majeure under the Jordanian Civil Code, certain cumulative criteria must be established:

• the event must be unforeseeable;
• the event must be extraordinary and outside the parties’ control;
• it must be impossible (not merely burdensome or impracticable) for the obligor to perform; and
• there must be an explicit causal link between the event and the impossibility of performance.

The affected party bears the burden of proof for these elements. This includes not only demonstrating the impossibility, but also actively linking the event to a direct prevention of contractual fulfilment (eg, a government ban on activity, total destruction by natural disaster, outbreak of war, etc).

Relief in the Absence of a Contractual Force Majeure Clause

A distinctive feature of Jordanian law is that force majeure relief is available even in the absence of explicit contractual provisions. Article 247 operates by force of law (ex lege), binding the parties unless they have expressly contracted out of its effects in a manner not contrary to mandatory legal rules. Accordingly, parties to a Jordanian contract may invoke statutory force majeure in court, even if the contract is silent on the matter.

Jurisprudence holds that bilateral contracts (the vast majority of commercial contracts) are subject to this default rule. Thus, unlike certain common law jurisdictions, the absence of a force majeure clause does not preclude a defence to performance, where impossibility arises from genuinely extraordinary events.

However, where a contract contains a force majeure clause, the clause will be interpreted in light of statutory and judicial criteria. Clauses that are broader or narrower than the statutory default can alter, but not exclude, the core protections imposed by the Jordanian Civil Code 43/1976, unless they conflict with public policy or mandatory law.

Judicial Interpretation and the Role of the Courts

The Jordanian Court of Cassation has provided a body of ‘precedents’ elucidating the contours of force majeure. Notably:

• the courts have exclusive competence to determine whether an event qualifies as force majeure, based on the merits and evidence supplied;
• the Court of Cassation (Decisions No 2490/2019, 928/1997, 964/2019, 2750/2015) has confirmed that not every hardship, difficulty, or economic disturbance constitutes force majeure – only true impossibility, in law or fact, will suffice;
• the court can reduce, suspend, or terminate contractual obligations where warranted; and
• judicial practice demonstrates a careful and conservative approach – only events meeting high thresholds of unpredictability and severity are classified as force majeure (eg, wars, major natural disasters, sweeping government prohibitions).

Prerequisites and Procedural Requirements for Force Majeure Relief

Notification and timing

While Jordanian law does not stipulate a statutory notice period for invoking force majeure, best practice and judicial expectation require reasonable and prompt notification to the other party. Courts may view unfavourably claims where the affected party has failed to communicate the impossibility or continued to act as if unimpeded. If the creditor seeks to terminate due to prolonged or permanent impossibility, notice must be served to the debtor expressing the intent to terminate in accordance with Article 247 of the Civil Code.

Burden of proof and causation

The party seeking relief bears the burden of demonstrating (i) the force majeure nature of the event; (ii) impossibility, not mere difficulty; and (iii) direct causation between the event and non-performance. Submission of supporting documents, notices, relevant governmental orders, and evidence of the event’s impact is essential.

The Obligation to Avoid or Mitigate the Impact

A central (though often implicit) tenet of force majeure relief is the duty to mitigate. Even amidst force majeure, the affected party is obliged to take all reasonable measures to minimise the consequences, explore possible alternatives, and avoid unnecessary damages to the counterparty. This includes, for example:

• seeking alternative means or methods of performance, where feasible;
• promptly notifying the other party and exploring alternative arrangements; and
• resuming performance as soon as the obstacle is removed.

Courts will scrutinise whether the party invoking force majeure genuinely exhausted all possible options before relying on impossibility. Failure to take reasonable steps to mitigate may result in a reduced (or even denied) claim for relief.

In commercial transactions, the inclusion or omission of a force majeure clause can materially affect parties’ legal positions in the event of extraordinary or unforeseen circumstances. The question whether it is standard practice for commercial contracts in Jordan to include force majeure clauses, together with the effect of omitting such clauses, and the interrelationship with statutory relief, specifically under Article 247 of the Jordanian Civil Code 43/1976 are addressed below.

It is common practice in Jordan for commercial contracts to include an explicit force majeure clause. Many law firms and legal guides on Jordanian contract law explicitly recommend the express inclusion of such clauses, particularly in contracts with a medium or long-term duration and those dealing with supply, construction or services. This reflects not only international best practices, but also Jordanian parties’ awareness of the need to allocate risk concerning unforeseen events beyond the control of either party, such as natural disasters, war, government intervention, or epidemic/pandemic outbreaks.

However, the frequency and detail of these clauses vary depending on the sophistication of the parties, the value and term of the contract, and whether international parties are involved – contracts with international elements almost always contain tailored force majeure provisions, often modelled after standard international templates.

A typical Jordanian force majeure clause defines qualifying events widely to include “acts of God”, government acts, strikes, war, civil disorder, natural disasters and pandemics. The clause will usually require the affected party to:

• notify the other party promptly of the occurrence of a force majeure event;
• provide evidence that the event was unforeseeable, unavoidable and outside its control; and
• take steps to mitigate the impact of the event and resume performance when possible.

The effect of invoking force majeure under a contractual clause is generally to suspend, extend or relieve the affected party from obligations, and sometimes to permit termination if the force majeure event persists beyond a defined period. Many Jordanian contracts specify procedural requirements and timeframes for notification and mitigation.

Article 247 of the Jordanian Civil Code 43/1976 is the primary legal provision codifying force majeure relief in Jordan. See further detail in 6.1 Concept of Force Majeure.

While Article 247 of the Civil Code gives statutory force to the force majeure doctrine, it lacks a precise statutory definition. Instead, the Jordanian Court of Cassation has elucidated the conditions – an event is force majeure if it is unforeseeable, impossible to evade, and outside the control of the obligor. The task of verifying whether an event constitutes force majeure is left to the merits of the court in each case, reinforcing the fact-sensitive and judicial nature of the inquiry.

The Court of Cassation has defined force majeure as “an unforeseeable event which is impossible to evade”, with key elements summarised as unforeseen, unavoidable and external circumstances.

Article 247 of the Civil Code aims to uphold contractual justice and avoid the imposition of absolute risk upon performing parties, by permitting relief where supervening impossibility makes contractual performance objectively impossible. This aligns with other civil law traditions, which tend to afford greater statutory intervention than strict common law approaches.

Crucially, the relief afforded by Article 247 of the Jordanian Civil Code 43/1976 does not depend on the existence of a specific force majeure clause in the contract. It applies automatically to all bilateral contracts governed by Jordanian law, unless the parties have expressly and lawfully agreed to exclude or otherwise limit its application (subject to overriding legal controls).

Thus, in cases where an express force majeure clause is absent, parties may still invoke Article 247 of the Civil Code before the Jordanian courts to seek a declaration that performance is impossible and that corresponding obligations should be discharged.

Where a force majeure clause exists in the contract and provides more specific procedures or narrower definitions than the Civil Code, the parties’ agreement is respected provided it does not contradict mandatory legal rules. Where the contractual clause is more generous or detailed, judges will refer first to the contract before applying statutory law as a supplement or fallback.

This dual system allows parties to tailor the effects of force majeure as agreed, but the default protection of Article 247 ensures that statutory relief remains available unless specifically overridden.

As clarified by leading legal commentary and judicial precedent, the absence of a force majeure clause does not preclude a party from seeking relief under Jordanian law. (Article 247) is a general rule applicable to all bilateral contracts, regardless of the express terms of the contract.

When invoking Article 247 of the Civil Code, the burden of proof rests on the party alleging force majeure to:

• prove the occurrence of an event that was unforeseeable, unavoidable, and external;
• demonstrate direct causality between the event and the impossibility of contractual performance; and
• notify the counterparty of the situation and of the intention to invoke statutory force majeure relief.

If the court is satisfied, it may grant partial or total relief from obligations, suspend the contract during the period of impossibility, or declare the contract terminated. In continuous or successive contracts, temporary impossibility of performance translates to a right to terminate, subject to notice. See further detail in 6.1 Concept of Force Majeure.

The enforceability and flexibility of commercial contracts are fundamental to legal certainty in Jordanian law. Good commercial practice requires a balance between the principle of pacta sunt servanda (agreements must be kept) and the need for fairness when exceptional, unforeseen circumstances fundamentally alter contractual equilibrium. Article 205 of the Jordanian Civil Code 43/1976 explicitly addresses this point and authorises the judiciary to intervene if a contract, through the emergence of unprecedented circumstances, imposes excessive hardship that was not contemplated at the time of conclusion.

In particular, Article 205 of the Jordanian Civil Code 43/1976 incorporates a direct legislative exception to the rigidity of contract enforcement. The text (in unofficial translation from Arabic to English) states: “If exceptional, general, and unforeseeable events occur that could not have been foreseen at the time of contracting, and the occurrence of which results in making the contractual obligations, though not impossible, become oppressive for the obligor and threaten him with grave loss, it becomes permissible, after weighing the interests of the two parties, for the judge to reduce the oppressive obligation to a reasonable level. Any agreement to the contrary shall be null and void”.

The legislative intent of this provision is twofold; it safeguards the sanctity of contracts as a default, but at the same time it recognises that absolute adherence may, under extraordinary circumstances, lead to injustice or even economic destruction for one party. In addition, it vests the judiciary with a corrective authority, but strictly under defined circumstances that meet the threshold of unpredictability and excessive burden of proof.

Jordanian law, inspired by the French “unforeseen circumstances” and other similar civil law doctrines, expressly adopts this doctrine through Article 205 of the Civil Code in terms of a statutory hardship relief.

To successfully invoke “things thus standing” under Article 205 of the Civil Code, four cumulative elements must be proved:

• occurrence of general, exceptional events;
• events were objectively unforeseeable at the time of contract formation;
• resulting obligations, while not impossible, become oppressively burdensome and threaten the debtor with substantial loss; and
• judicial moderation is necessary to restore balance after weighing both parties’ interests.

The path to judicial relief under Article 205 of the Civil Code includes the following.

• Notice and good faith negotiation – the affected party should notify the other promptly, seeking to renegotiate the contractual terms to address the hardship.
• Litigation as a last resort – only if amicable negotiation or mediation fails, the claimant may bring the matter before the competent court.
• Pleading and evidence – the claimant must state with specificity the events constituting “general and exceptional circumstances”, the unpredictability at the time of contracting, and the concrete economic threat posed. Documentary and expert economic evidence is often required.
• Court’s discretion – the judge will weigh all evidence, including the parties’ mitigation efforts, alternative options, and broader economic impact, before ordering reduction or amendment.

In summation, Jordanian courts will examine the conduct of both parties and weigh their interests, and may reduce the onerous obligation to a reasonable level; however, failure to attempt renegotiation in good faith may weaken a hardship claim brought before the court. Any contractual waiver of the rights under Article 205 of the Civil Code will not be enforced by the courts, reinforcing the Article’s public order status.

The concept of contractual hardship sits at the intersection of public order, commercial flexibility, and the need to preserve certainty in business transactions. In Jordan, the treatment of hardship clauses in commercial contracts and the implications of statutory remedies – particularly under Article 205 of the Jordanian Civil Code 43/1976—raise key questions for cross-border commerce, local contracting practice, and dispute resolution. While it is standard practice in Jordan for commercial contracts to incorporate hardship provisions —provisions permitting renegotiation or amendment in the event of substantial hardship – the question arises as to whether the absence of such clauses precludes recourse to statutory remedies, with particular reference to Article 205.

While hardship clauses, designed to allow contractual adjustment where unforeseen circumstances render performance excessively onerous for one party, are not uniformly included in Jordanian commercial agreements in practice, authoritative legal commentary and professional practice indicate a growing tendency among sophisticated parties – particularly in large‑scale infrastructure, construction, and cross‑border transactions – to adopt such provisions.

Although many traditional domestic contracts continue to omit express hardship terms, recent practice reflects increasing alignment with international standards and good practice, drawing on instruments such as the ICC Hardship Clauses, the UNIDROIT Principles, and analogous regional civil law frameworks that have influenced this approach. In high‑value and international agreements, the inclusion of both force majeure and hardship mechanisms is now widely regarded as an essential component of contractual risk management.

From market commentary, it appears that negotiation and agreement on hardship provisions are especially prevalent in the following scenarios:

• construction and infrastructure FIDIC contracts or other international templates;
• energy, logistics, or supply agreements;
• contracts subject to significant regulatory or political risks; and
• joint ventures, PPPs and large-scale procurement arrangements.

Nonetheless, for many purely domestic, routine commercial contracts – especially among smaller businesses – the explicit inclusion of hardship clauses is not strictly speaking common practice in Jordan, with parties typically relying on general provisions of contract law.

International and local counsel frequently draw on standardised language when drafting hardship provisions to ensure clarity and avoid judicial uncertainty. Such clauses typically specify:

• the threshold for hardship (substantial change not foreseen at contract formation);
• notification and renegotiation procedures;
• time limits for renegotiation; and
• consequences if adjustment is not possible.

A foundational principle of Jordanian civil law is that the statutory remedy for hardship under Article 205 of the Civil Code operates as a matter of public policy. The parties cannot contract out of this Article – any agreement waiving, blocking, or restricting the application of Article 205 is considered null and void under the Jordanian Civil Code 43/1976.

This means that:

• the absence of an explicit hardship clause does not prevent a party from seeking court-ordered relief under Article 205;
• even if a contract is silent or seeks to exclude judicial intervention for hardship, statutory protection remains available; and
• hardship relief is an implied right, embedded in all contracts governed by Jordanian law, regardless of contract terms.

International contracts subject to Jordanian law often blend local statutory requirements with international law (for example, UNIDROIT Principles or The ICC Model Clauses). The parties may incorporate model hardship provisions to provide a framework for renegotiation. However, regardless of private arrangement, the mandatory character of Article 205 still applies.

International parties should be advised that even carefully drafted hardship/force majeure clauses cannot displace mandatory Jordanian statutory relief.

Negotiated hardship clauses may provide a clearer, party-controlled process, but do not limit the scope of judicial/arbitral intervention if the matter is escalated.

Under Jordanian law, the non-fulfilment, delayed fulfilment, or breach of a contractual obligation entitles the aggrieved party to a range of remedies expressly recognised under the Jordanian Civil Code 43/1976. Articles 361–364 establish the right of the non-breaching party to demand specific performance of the obligation as agreed or, where performance is no longer possible or appropriate, to seek compensation for non-performance or delay. In cases of material breach, the non-breaching party may also terminate the contract and claim damages. In contracts of sale of goods, the Civil Code provides additional statutory warranties against hidden defects (Articles 512–522), entitling the buyer to rescind the contract or to seek a reduction in price where the defect materially affects the value or the intended use of the goods. Across all categories, remedies are guided by the principle of full compensation, aimed at restoring the aggrieved party to the position it would have occupied had the contract been duly and properly performed.

Parties are not permitted to deviate from the main warranty and remedy provisions that are stipulated in the contract, unless they mutually agree to do so. This mutual agreement should preferably be in writing in order to have written proof that the parties came to the agreement to deviate from the contract on this matter.

Alternatively, should the governing law of a contract be Jordanian law, then the parties can still apply the warranties and/or remedies that are stipulated in Jordanian law. The parties also cannot contravene any provisions on warranties and/or remedies that are stipulated in Jordanian law by agreeing to waive those warranties and/or remedies.