CONTRACT THEORY IN THE SAUDI CIVIL TRANSACTIONS LAW “A CRITICAL COMPARATIVE STUDY”

This comparative critical study provides an in-depth doctrinal and analytical examination of contract theory under the Saudi Civil Transactions Law, situating its analysis within the broader framework of the modern law of obligations. The inquiry is structured around two interdependent axes. The first considers the determinants of contracting, analysed through the dual categories of contractual autonomy and the binding normative force of contract (force obligatoire). The second addresses the requirements of contracting, focusing on the constituent essentialia negotii and the extent to which such elements may be subject to curative mechanisms within the applicable invalidity regime. These dimensions are examined comparatively in light of two foundational reference models: the French positivist codification paradigm and the Sharia-based legislative tradition, both of which have decisively shaped the conceptual architecture of the Saudi system. The study demonstrates that the Saudi legislator has formulated a hybrid contractual model that successfully reconciles the positivist methodology of codification and legislative technique—derived from the Latin civil-law tradition and exemplified by the French Civil Code—with the jurisprudential logic and substantive axioms of Islamic law. This synthesis yields what may be characterised as a form of “Sharia modernisation”: a normative construction that integrates positivist structural rigor with Sharia-based doctrinal coherence and substantive justice. The resulting theory of contract is both firmly rooted in its Islamic legal identity and sufficiently adaptive to the functional demands of contemporary civil-law development. At the same time, the study identifies two areas requiring further technical refinement. The first concerns legislative recalibration of several provisions governing the determinants and requirements of contracting, where conceptual ambiguities and drafting inconsistencies persist. The second relates to judicial oversight and harmonisation, which must not only guide and correct judicial reasoning but—critically—ensure methodological coherence and interpretive uniformity across the courts. Accordingly, the study concludes that, for this emerging contractual framework to operate as a clear and authoritative legislative reference—capable of stabilising civil and commercial transactions, supporting a unified judicial methodology, strengthening legal certainty, and enhancing the investment environment—targeted legislative adjustments and more robust judicial harmonisation are essential. The study further expresses the hope that forthcoming legislative developments in the Kingdom will incorporate these recommendations and consolidate the trajectory of doctrinal refinement within Saudi contract law.