Breach of contract under the Somali Civil Code: termination, damages and guarantees

Parties in Mogadishu often treat a contract as finished the moment the other side falls behind. The Civil Code does not work that way. Termination is a legal act with conditions attached, and a party who walks away too early can find the breach attributed to them.

The obligation comes first

Before anything else, the agreement has to establish an obligation that is capable of being performed and capable of being proved. In practice most disputes fail on the second point. A supply agreement that does not say when delivery is complete leaves the court with nothing to measure performance against, and the argument becomes a contest of assertions.

Breach and the right to terminate

Not every failure justifies termination. The distinction that matters is between a failure that goes to the substance of the bargain and one that does not. A delay of a few days on a long-term supply arrangement is usually the second kind. A refusal to deliver at all is the first. Where the failure is capable of being remedied, the safer course is a written demand with a stated deadline, kept as evidence, before termination is declared.

Damages

A claimant recovers the loss that flows from the breach and that was foreseeable when the contract was made. Two practical consequences follow. First, loss has to be documented: invoices, replacement purchase records, bank statements. Second, a claimant who could have limited the loss and did not will have difficulty recovering the part that could have been avoided.

Guarantees

Guarantees are widely used in the Somali market and frequently drafted too loosely to be enforced. A guarantee should identify the guarantor, the principal obligation, the amount or the method of calculating it, and the point at which the guarantor becomes liable. A signature under a general promise to "stand behind" a transaction gives a court very little to act on.

What to do before signing

• State clearly what performance looks like and how it is evidenced.
• Set a notice and cure procedure, in writing, before any right to terminate arises.
• Record payments through the banking system wherever possible.
• Name the governing law and the forum, and check that the chosen forum can enforce.

None of this removes the risk of a dispute. It changes what the dispute is about: from whether something happened to what the documents show.

Published 17 August 2026. General information on Somali law, not legal advice on any particular matter.