Introduction
Almost every relationship in business and daily life — a sale, a lease, a loan between friends, a construction agreement — is, in the eyes of the law, a contract. In Syria, these relationships are governed by the Syrian Civil Code, one of the oldest and most influential pieces of legislation in the country, originally enacted in 1949 and still the backbone of private law today. Understanding how it works is not just an academic exercise; it determines whether a handshake deal can be enforced, whether a deposit can be recovered, and what a person can realistically expect if a contract falls apart.
This guide explains, in plain language, how contracts are formed under Syrian law, what obligations they create, what happens when someone breaches them, and — importantly — a major recent shift in how Syrian courts are treating interest on debts, a change every business owner and lender needs to know about.
How Syrian Law Defines a Valid Contract
Under the Civil Code, a contract is formed when there is a genuine offer and acceptance between parties who have the legal capacity to contract, over a lawful object, for a lawful cause. If any of these elements is missing — for example, the object of the contract is illegal, or one party signed under duress or while a legal minor — the contract can be challenged as void or voidable.
Syrian civil law also recognizes an important hierarchy of legal sources. Where the written law is silent, courts look first to Islamic jurisprudence (Sharia), then to custom, and finally to principles of natural justice and equity. Following the Constitutional Declaration issued in March 2025, Islamic jurisprudence was elevated from a supplementary source to the principal source underpinning Syrian legislation generally — a development that is already influencing how courts interpret financial and contractual disputes, as discussed below.
Contracts do not need to be lengthy or notarized to be binding — many everyday agreements are valid even when verbal. However, for contracts involving real estate, company formation, large sums of money, or anything you may need to prove in court later, a written and ideally notarized contract is essential. Verbal agreements are notoriously difficult to enforce when a dispute arises, because the burden of proving the terms falls on the party making the claim.
Obligations: What a Contract Actually Requires of You
Once a contract is validly formed, it generates legal obligations — duties that each party must perform. Syrian law distinguishes between an obligation to do something (e.g., deliver goods, complete construction), an obligation not to do something (e.g., a non-compete clause), and an obligation to give something (e.g., pay a price). Each type carries different remedies if breached.
A critical concept in Syrian civil law is good faith in the performance of contracts. Courts expect parties to act honestly and reasonably in fulfilling their obligations, and conduct that technically follows the letter of a contract but defeats its evident purpose can still expose a party to liability.
A Major Recent Development: Interest on Debts
For decades, Syrian courts permitted the award of legal interest on unpaid debts in many circumstances, consistent with the Civil Code and Commercial Code provisions on commercial interest. This changed in late 2025: the Court of Cassation, sitting in plenary session, ruled that statutory provisions allowing courts to award interest on monetary obligations are no longer applicable, holding that the time-value-of-money concept embedded in interest conflicts with the public policy principles introduced by the 2025 Constitutional Declaration.
This is a significant shift with real consequences. Loan agreements, supplier credit terms, and commercial contracts that rely on interest clauses to compensate for late payment may no longer be enforceable as written. Businesses and individuals lending money, extending payment terms, or financing transactions in Syria should have existing and future contracts reviewed to identify alternative, enforceable mechanisms for compensating delay — such as liquidated damages clauses, penalty clauses, or revised payment structures — rather than relying on interest provisions that Syrian courts may now decline to enforce.
What Happens When a Contract Is Breached
When one party fails to perform, the other generally has several options under Syrian law:
- Specific performance — asking the court to compel the breaching party to actually carry out the obligation (commonly used in real estate sale disputes).
- Termination (rescission) of the contract, releasing both parties from further obligations.
- Damages — financial compensation for the loss actually suffered, which the claimant must prove with evidence.
Before going to court, many disputes can and should be addressed through a formal notice (إخطار) sent by a lawyer, which often resolves matters without litigation and also serves as required evidence of breach if the case does proceed to court.
How Civil Disputes Are Resolved in Syria
Civil claims are filed before the Court of First Instance in the governorate where the defendant resides or where the contract was performed. Litigation generally proceeds through an exchange of written memoranda and supporting documents, followed by hearings. Either party may appeal to the Court of Appeal, and ultimately to the Court of Cassation in Damascus, Syria's highest civil court, whose plenary rulings — like the one on interest discussed above — are binding on lower courts.
For urgent matters, such as a risk that a debtor will dispose of assets before a judgment is rendered, Syrian civil procedure allows a claimant to request a precautionary attachment (حجز احتياطي) to freeze the debtor's movable or immovable property pending the outcome of the case.
Where the contract contains an arbitration clause, disputes may instead be resolved through arbitration under Arbitration Law No. 4 of 2008, with awards confirmed by the Court of Appeal and then enforced through the Execution Court — often a faster route for commercial disputes than ordinary litigation.
Practical Example
A trading company in Aleppo agreed to supply construction materials to a contractor in Damascus, with payment due 60 days after delivery and a contractual interest charge for late payment. The contractor delayed payment by four months. Under the old legal framework, the supplier could have claimed both the principal and accrued interest. Today, following the Court of Cassation's 2025 ruling, the supplier's lawyer would instead need to rely on a pre-agreed liquidated damages clause, or claim provable actual losses (such as additional financing costs incurred because of the delay), to recover compensation beyond the unpaid price itself — illustrating why contracts should be re-drafted with this ruling in mind.
Frequently Asked Questions
Is a verbal agreement enforceable in Syria? Yes, in principle, but proving its exact terms in court is difficult. Written contracts are strongly recommended for anything of significant value.
Can I still charge interest on a loan or late payment in Syria? Following the Court of Cassation's 2025 ruling, courts are unlikely to enforce traditional interest clauses on monetary obligations. A lawyer can help structure alternative compensation mechanisms that are more likely to be upheld.
How long do I have to file a civil claim in Syria? Limitation periods vary by claim type — many ordinary civil claims must be filed within 15 years, but specific contracts (such as commercial sales) may carry much shorter periods. It is important to check the applicable period for your specific situation promptly.
Do I need a lawyer to send a formal notice of breach? It is not legally mandatory, but a notice drafted and sent by a lawyer carries more weight, is properly documented, and is far more likely to prompt a resolution before litigation becomes necessary.
Conclusion
Syrian civil law gives individuals and businesses real tools to protect their interests — but only if contracts are properly drafted and disputes are pursued correctly from the outset, especially in light of the recent shift in how courts treat interest on debts. Whether you are negotiating a new agreement, trying to recover an unpaid debt, or facing a contract dispute, getting experienced legal advice early can be the difference between a quick resolution and years of litigation.
Maher & Momen Law Office advises individuals and companies across Syria on contract drafting, civil litigation, and dispute resolution. Contact us today through damascuslawyer.com for a consultation tailored to your situation.