Commercial contracts for a sustainable low-carbon transition: risk allocation and climate adaptation under vision 2030

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🔬研究者:Researchers in law and sustainability will find the SAMI framework and empirical insights valuable for studying how commercial contracts evolve under climate pressures.

🏢実務担当者:Corporate legal and sustainability teams can use the adaptive contracting approach to draft climate-responsive clauses, especially for projects in hybrid legal systems.

🏛政策担当者:Regulators can draw on the findings to standardize ESG requirements in public procurement and develop guidance for sustainability-related dispute resolution.

The purpose of this paper is to examine how Saudi Arabia’s commercial contract law is evolving to support climate adaptation and the low-carbon transition under Vision 2030. It investigates whether traditional doctrines of autonomy, force majeure and hardship can accommodate dynamic environmental and regulatory risks, and how sustainability and environmental, social and governance (ESG) obligations are being embedded into contractual practice. By integrating doctrinal analysis with 25 semi-structured interviews, the study aims to conceptualize “adaptive contracting” as a governance mechanism that aligns private commercial autonomy with public sustainability objectives, ultimately advancing Sustainable Development Goals (SDGs) 7 and 13 within Saudi Arabia’s hybrid legal framework. This study employs a doctrinal–empirical hybrid design structured through the systematic, analytical, methodological and integrative (SAMI) framework. Doctrinal analysis examines Saudi and UK contractual doctrines – force majeure, hardship, change of law and ESG obligations – to assess their capacity for climate adaptation. The empirical component consists of 25 semi-structured interviews with regulators, lawyers, arbitrators and Sharīʿah advisors involved in Vision 2030 projects. NVivo-based thematic coding integrates doctrinal findings with practitioner insights, enabling an abductive, iterative analysis of how adaptive contracting operates in practice. This combined approach captures the interaction between legal principles, professional behavior and sustainability governance. The study finds that Saudi commercial contracting is shifting from doctrinal rigidity to adaptive flexibility under Vision 2030. Practitioners increasingly modify force majeure, hardship and change-of-law clauses to anticipate climate and regulatory uncertainty. ESG obligations have become enforceable covenants rather than symbolic commitments, especially in finance and energy projects. Arbitration practice is evolving, with tribunals invoking maṣlaḥah and fairness principles to justify equitable adjustments. Green sukuk and sustainability-linked financing function as practical tools for embedding adaptation. Across stakeholders, there is strong consensus that Saudi Arabia is developing a hybrid, ethically grounded model of adaptive contracting aligned with SDGs 7 and 13. The study’s empirical component is limited by its reliance on elite stakeholders – regulators, senior lawyers, arbitrators and Sharīʿah advisors – which may underrepresent perspectives from developers, financiers and project operators. Access to proprietary contracts also constrained detailed clause-level analysis. Despite these limitations, the doctrinal–empirical integration provides valuable insight into how adaptive contracting is emerging within Vision 2030. The findings imply a need for codified renegotiation duties, standardized ESG requirements and clearer arbitration guidance for sustainability-related disputes. They also highlight the potential for Saudi Arabia’s hybrid model to inform global debates on adaptive governance in low-carbon transitions. The findings demonstrate that adaptive contracting can serve as a practical governance tool for achieving Vision 2030 and advancing SDGs 7 and 13. For practitioners, the study highlights the need to draft climate-responsive clauses – such as renegotiation triggers, sustainability-linked performance terms and flexible change-of-law provisions. Regulators can use these insights to standardize ESG requirements in public procurement and major infrastructure agreements. Arbitrators and judges can draw on emerging interpretive practices, including ma?la?ah-based fairness, to resolve sustainability-related disputes. Overall, the study provides a blueprint for embedding resilience, accountability and environmental responsibility directly into commercial contracting practice. The study shows that adaptive contracting can enhance social welfare by embedding fairness, accountability and environmental responsibility into commercial relationships. Strengthening ESG and sustainability obligations promotes cleaner energy, reduces environmental harm and supports long-term public well-being. The integration of Shari?ah principles – justice, harm prevention and welfare – reinforces social legitimacy and public trust in contractual governance. As Vision 2030 projects expand, adaptive contracts help protect communities from climate-related disruptions, ensure equitable risk distribution and encourage transparent corporate behavior. Ultimately, the findings illustrate how contract law can contribute to broader social goals, including intergenerational equity and sustainable development To the best of the author’s knowledge, this study is the first to integrate doctrinal analysis, empirical fieldwork and Sharīʿah-based ethical principles into a unified framework for understanding adaptive contracting in the context of Saudi Arabia’s Vision 2030. By applying the SAMI framework, it offers an original socio-legal model that explains how autonomy, fairness, resilience and sustainability interact within hybrid legal systems. The empirical insights from 25 high-level practitioners provide rare, practice-based evidence on how ESG obligations, green finance instruments and adaptive clauses are operationalized. The study value lies in demonstrating how commercial contracts can function as governance tools for climate adaptation and sustainable development.

• semanticscholar https://doi.org/10.1108/ijlma-11-2025-0491first seen 2026-05-15 20:59:00