Can a Contractor Claim for Verbal Instructions? The Legal Effect of Oral Variations in UAE Construction Projects

Construction projects rarely operate entirely through formal correspondence. Although construction contracts generally establish detailed procedures for issuing variations, day-to-day project administration often involves site meetings, telephone conversations, emails, WhatsApp messages, revised drawings and informal directions. This raises an important question: can a contractor claim additional payment for work carried out pursuant to a verbal instruction?

 

The answer depends on the terms of the contract, the authority of the person giving the instruction, the applicable law and the evidence available to establish what was instructed and agreed. A contractor seeking additional payment should therefore consider not only whether an instruction was given, but also whether it amounted to a contractual variation and whether the relevant requirements for payment were satisfied.

 

The Contract Comes First

 

The starting point is always the construction contract. Contractors should first review the provisions governing variations, instructions, notices and additional payment. Some contracts expressly require variations to be issued in writing or by a designated representative. Failure to comply with these requirements may affect the contractor’s entitlement, particularly where the contract makes compliance with the prescribed procedure a condition of payment.

 

The applicable version of the Civil Transactions Law should also be identified. Federal Decree-Law No. (25) of 2025 Promulgating the Civil Transactions Law came into force on 1 June 2026 and replaced Federal Law No. (5) of 1985 concerning the issuance of the Civil Transactions Law of the United Arab Emirates. As a general rule, the new law does not operate retrospectively, meaning that the date on which the relevant contractual relationship and facts arose must be considered before applying the new statutory provisions.

 

Under the new Civil Transactions Law, Article 829 is particularly relevant to lump-sum muqawala contracts based on an agreed design. Where the design is modified or supplemented, the contractor cannot claim an increase in remuneration unless the modification is attributable to the employer’s fault or is made with the employer’s authorisation and the parties have agreed on the increase in remuneration. This makes the existence and scope of the employer’s authorisation, as well as any agreement on additional remuneration, particularly important where additional work is instructed informally.

 

For contracts based on unit-price estimates, Article 828 also imposes notification requirements where the contractor expects the cost of execution to exceed the agreed estimate. The contractual mechanism and the applicable statutory provisions must therefore be considered together.

 

When Does an Oral Instruction Amount to a Variation?

 

Not every verbal request made on a construction site will necessarily amount to a contractual variation. The instruction must be considered in light of the contract and the circumstances in which it was given.

 

The nature of the work is important. If the instruction requires work outside the contractor’s original scope, changes the agreed design or specifications, or materially alters the quantities or method of execution, it may support a claim for additional payment. However, the contractor must still establish that the instruction was given by a person with the necessary authority and that the contractual and statutory requirements for additional remuneration have been satisfied.

 

The position is stronger where the contractor can show that the employer or its authorised representative directed the additional work and that the work was subsequently carried out with the employer’s knowledge. Evidence showing that the employer was aware of, participated in or accepted the additional work may therefore be significant when determining whether an entitlement arose.

 

Who Gave the Instruction?

 

The authority of the person giving the instruction is critical. Construction projects commonly involve employers, consultants, architects, engineers, project managers and site personnel, but their involvement does not necessarily give them authority to amend the contractor’s scope or price.

 

The contractor should therefore identify who is contractually authorised to issue variations or direct changes to the works. An instruction from the person expressly authorised under the contract will generally provide stronger evidence of an agreed change than an informal request from someone whose authority is uncertain. Contractors should be particularly cautious where a site-level instruction appears to alter the scope, price or programme without following the contractual approval process.

 

Can the Parties’ Conduct Support the Claim?

 

Even where there is no formal variation order, the parties’ subsequent conduct may provide evidence of what was instructed and how the instruction was treated. For example, the employer may have knowingly allowed the additional work to proceed, issued revised drawings or specifications, inspected the work, accepted the completed work, or discussed and recorded the additional quantities or costs.

 

Contemporaneous project records can therefore be important in establishing the contractor’s position. Site minutes, revised drawings, measurement records, correspondence, invoices and communications concerning the additional work may help demonstrate that the work was requested and performed with the employer’s knowledge. Such records can also help establish the scope of the instruction and its financial or time consequences.

 

Documenting Verbal Instructions

 

Where a verbal instruction is received, the contractor should record it promptly. A short email following a site meeting or telephone call can identify the instruction, the person who gave it, the additional work required and its anticipated cost or time impact. Where the contract requires written approval or notice, the contractor should comply with that requirement wherever possible.

 

If the instruction is urgent and the work must proceed before formal confirmation is received, the contractor should document the instruction and expressly reserve its rights regarding additional time and payment. This can help reduce the risk of a later dispute over whether the work was authorised or whether the contractor agreed to carry it out within the original contract price.

 

WhatsApp And Electronic Evidence

 

Modern construction projects frequently rely on electronic communications. Under the UAE Evidence Law, Federal Decree-Law No. (35) of 2022 on Evidence in Civil and Commercial Transactions, electronic correspondence, emails, communications through modern means of communication and other electronic records may constitute electronic evidence. Such evidence is subject to the provisions applicable to documentary evidence.

 

However, the existence of a WhatsApp message or email does not, by itself, establish that a variation was agreed. The authority of the sender, the wording of the communication, the contractual variation procedure and the parties’ subsequent conduct remain relevant. A message may help establish that an instruction was given, but it may not necessarily establish an agreement on the resulting additional payment.

 

Contractors should also be mindful of the evidentiary requirements applicable to transactions of Dh50,000 or more. Article 66 of the Evidence Law generally requires such transactions to be established in writing, subject to the exceptions provided by law or agreement. This is an evidentiary requirement and does not mean that every oral instruction above this value is automatically invalid.

 

Protecting Against Disputes

 

Construction contracts should clearly identify who may issue variations and whether oral instructions have any contractual effect. Contractors should maintain contemporaneous records of instructions and promptly confirm verbal directions in writing. Employers, consultants and contractors can also reduce disputes by ensuring that changes to scope, price and programme are formally recorded before additional work is undertaken wherever practicable.

 

A clear contractual procedure, supported by consistent project documentation, can significantly reduce uncertainty. Where a verbal instruction cannot reasonably be confirmed before work begins, recording the instruction, its source, the work required and any expected cost or time impact can provide important evidence if a dispute subsequently arises.

 

Conclusion

 

A verbal instruction does not automatically constitute a variation giving rise to additional payment, but the absence of a formal variation order does not necessarily end the contractor’s claim. The outcome will depend on the contractual requirements, the authority of the person giving the instruction, the applicable provisions of the Civil Transactions Law and the evidence demonstrating what was instructed and how the parties acted upon it.

 

For contractors, the safest approach is to treat every instruction that may affect scope, cost or time as a potential variation, document it promptly and obtain written confirmation wherever possible. Clear and contemporaneous records can make the difference between a recoverable claim and a difficult evidentiary dispute.

 

KC Maseefa is a Trainee Legal Associate at UAE-based legal consultancy Kaden Boriss.