النص الأصلي
النص الكامل
By Ahmed Yehia Hamdalla — Partner, SAT & Co. Advocates and Legal Consultants, Dubai
Dubai is the world's largest market for branded residences. Savills counted nearly 140 completed and pipeline projects in the emirate at the end of 2024, more than Miami, New York, Phuket or London, and expects the Middle East pipeline to grow by about 270 per cent by 2031. Fashion houses, car makers, hotel groups and jewelers now lend their names to towers, and buyers pay a premium for the name, the design standards and the services they associate with it. When the finishes turn out ordinary, the "signature" amenities are quietly value-engineered, the operator changes or the brand walks away, the buyer asks the obvious question: the name on the project is a global one, so who is answerable for what I was promised? Under UAE law the answer is less intuitive than the marketing suggests. The buyer has a contract with one party only, and that party is usually not the brand.
1. The structure behind the name
A branded project rests on two contracts that never meet. The first is a trademark license between the brand owner and the developer. Under Federal Decree-Law No. 36 of 2021 on Trademarks a license must be in writing and notarized (Article 31), may carry conditions for effective quality control of the goods or services and limits on territory and duration (Article 33), cannot be sub-licensed without the owner's consent (Article 34) and cannot outlast the mark's registration, which runs for renewable ten-year terms (Articles 21 and 30(2)). The brand's quality-control rights exist to protect the brand, not the purchaser, and the license typically allows the brand to withdraw its name if its standards are not met. The second contract is the sale and purchase agreement between the developer and the buyer, registered in the Interim Real Property Register under Article 3 of Dubai Law No. 13 of 2008, without which an off-plan sale is void. The brand is not a party to it. In my experience the SPA will usually say so expressly, in a clause confirming that the brand owner is not the developer, makes no representation and assumes no liability, and that the use of the name is under license.
2. The developer carries the promise
The new Civil Transactions Law, Federal Decree-Law No. 25 of 2025, in force since 1 June 2026, keeps the classical rule in Articles 225 and 227: the effects of a contract extend to its parties and their general successors, and a contract creates no obligation on a third party, although it may confer a right on one. The buyer's promisee is therefore the developer, and the developer carries every promise that found its way into the sale, whoever first made it. Four provisions do most of the work. Article 496(1) makes the seller liable where the thing sold lacks, at delivery, the qualities the seller guaranteed to the buyer, or suffers a defect that reduces its value or its usefulness for the purpose evident from the contract or the nature of the thing, and it does so even if the seller did not know of the defect. A brochure that promises interiors "designed by" the brand, a branded spa or a concierge to the brand's standard describes qualities, and if the SPA incorporates or refers to the marketing material, those qualities are affirmed. Article 20(3) of Executive Council Resolution No. 6 of 2010, the implementing bylaw of Law 13/2008, allows the purchaser to seek judicial termination where the developer materially deviates from the specifications agreed in the contract. Articles 170 to 172 treat deception by fraudulent means that induced consent as misrepresentation, and Article 171 extends it to deliberate silence about a fact without which the buyer would not have contracted; where the misrepresentation is coupled with gross lesion the buyer may seek annulment. Most important for branded projects, Article 176 provides that where the misrepresentation came from someone who is not a party to the contract, the deceived party may still seek annulment if the other contracting party knew of it. A developer that knew what the brand's campaign was promising cannot hide behind the fact that the brand said it.
The 2025 law adds a duty the 1985 law never contained. Under Article 122, a party who knows information of decisive importance to the other party's consent must disclose it, the duty cannot be limited or excluded by agreement, and breach allows the injured party to seek annulment. The term of the brand license, the brand's right to withdraw its name, the identity and term of the operator and the service-charge model that the brand's standards will impose are, in my analysis, exactly the kind of information that has a direct and necessary connection with the content of a branded sale. A non-reliance clause will not cure their omission. Outside the Civil Code, Article 17 of Federal Law No. 15 of 2020 on Consumer Protection prohibits providers and advertisers from describing a commodity or service with false data or advertising it misleadingly, with penalties under Article 29 of up to two years' imprisonment and a fine of AED 10,000 to 2 million, and Dubai requires a RERA permit for every property advertisement.
Who is bound to the buyer of a branded residence? Developer (bound by contract), brand licensor (not a party, tort only), hotel operator (bound by statute after handover)
Figure: the three parties behind a branded residence and the basis on which each answers to the buyer.
3. What the brand itself answers for
The brand's exposure to the buyer is narrower but not nil. It owes nothing in contract, and Article 229, the stipulation for the benefit of a third party, will only help the buyer if the license agreement actually confers a direct right on purchasers, which licenses are drafted to avoid. Article 228 cuts the other way: a person who promises that a third party will do something does not bind the third party, but must itself compensate the promisee where the third party refuses and compensation is warranted, so a developer that promised the brand's continued presence has promised at its own risk. What the brand cannot escape is the general law of tort. Article 246 of the Civil Transactions Law provides that any harm to another obliges the person who caused it to make good the damage, and the Consumer Protection Law defines an "advertiser" as any person who advertises by itself or through a third party. A brand that co-authors the campaign, lends its executives to the launch and approves renders it knows will not be built is not a bystander; it has made statements on which the buyer relied, and the developer's contractual shield does not extend to it. That route is fact-dependent and I have not verified a published Cassation judgment applying it to a brand licensor, so it should be presented as the exposure it is rather than as settled law.
4. After handover: the operator and the service charge
For hotel-branded projects the law itself removes the owners from the management of their building. Under Article 18(a)(2) of Dubai Law No. 6 of 2019 on jointly owned real property, the developer must outsource the management of the common parts of a hotel project to a hotel project management company; an owners committee is formed only if that company asks for one, and it has no authority to take part in managing the hotel or its common parts. Article 20(a) requires the building management regulation of a major or hotel project to be approved by RERA before any unit is sold, and Article 25 fixes the owners' liability for service charges by area. The buyer therefore acquires a unit whose running costs are set by a brand standard the buyer cannot vote down. The one liability the developer cannot shed is Article 40: ten years for structural defects and one year for installations, and any agreement to the contrary is void.
5. Three questions before signing
For a buyer, the test is simple. What exactly did the developer affirm about the brand in the SPA and the documents it incorporates; how long is the license and what happens to the price premium if the brand withdraws; and who manages the building, under which approved regulation, at what charge? For a developer, the marketing must stay inside the license, and the SPA should say what the brand will and will not do, because Article 122 makes the omission, not the clause, the risk. For a brand, control of the campaign is control of the exposure. The name on the tower sells the unit; under UAE law the signature on the contract answers for it.