Making a valid contract in Mali: consent, capacity, nullity and non-performance
The general rules for contracts in Mali under the 1987 General Law of Obligations: four validity conditions (consent, capacity, subject matter, cause), mistake, fraud and duress, absolute or relative nullity and the five-year limit, interpretation, binding force and remedies for non-performance.
Whether you are renting premises, ordering from a supplier or hiring a contractor, a contract is formed and undone according to general rules. In Mali they are in the General Law of Obligations (1987), which applies "without distinction to civil and commercial obligations" (article 1). Here are the essentials, to know what makes a contract solid and what you can do when the other party doesn't keep its word.
Please note: these are general rules. Some contracts (lease, property sale, company, employment) also have their own rules, and certain formalities are required for their validity. For an important contract, get a lawyer or notary to help.
Key points (text checked on 19 October 2026)
- A contract is valid only if it meets four conditions: consent, capacity, subject matter and cause (article 28).
- No form is required for a contract to be formed, except where the law imposes writing or other formalities (article 58).
- Nullity must be declared by a court; an action for relative nullity is time-barred after five years (articles 61 and 64).
- Lawfully formed contracts have the force of law between those who made them and must be performed in good faith (article 77).
The four validity conditions
1. Consent
Each party's will must be free and informed, and come from a person of sound mind (article 35). It can be expressed directly or through a representative, who must tell the other party they act for someone else and prove their authority (articles 29 to 31). There is no valid consent if it was given through mistake, obtained by fraud or extorted by duress (article 36):
| Defect | What the law says |
|---|---|
| Mistake | vitiates consent only if it is decisive and concerns an essential element of the contract; a mistake about the person counts only if consideration of that person was the main reason (article 37) |
| Fraud | deceit brought about by one party's manoeuvres; the same if a third party's manoeuvres were known to the other party, who took advantage (article 38) |
| Duress | physical or moral coercion likely to impress a reasonable person and lead them to contract for fear of considerable and present harm to their person or property (article 39) |
The threat of lawfully exercising a right, or fear inspired by respect for parents without physical coercion, is not duress (article 40). A contract made through mistake, fraud or duress gives rise to an action for nullity (article 41).
2. Capacity
Anyone may contract unless the law declares them incapable (article 48). Incapable of contracting are unemancipated minors and adults under guardianship (interdits) (article 51).
3. Subject matter
The promised performance must be possible, concern things in commerce, and be determined or determinable in kind and quantity; it may concern future things (article 54). An imbalance between the promised performances (lésion) leads to nullity only if an express provision of law says so (article 55).
4. Cause
A contract is void for an immoral or unlawful cause, when the parties' determining motive is contrary to public order or good morals (article 56). Absence of cause makes the contract voidable; the contract stays valid even if the cause is not stated, and whoever claims its absence must prove it (article 57).
How a contract is formed
A contract is formed by an offer followed by an acceptance and is deemed concluded as soon as the parties agree on the essential terms (articles 42 and 43). An offer binds its maker when it states the main elements; they may withdraw it until it is accepted, unless an acceptance deadline has been set (article 44). Acceptance may be tacit; silence counts as acceptance where the business relationship between the parties dispenses with any other expression of will, or where the offer is made in the recipient's exclusive interest (article 45). Between persons at a distance, the contract is formed at the time and place of acceptance (article 46).
Hand-to-hand gifts are valid, without a notarial deed, only if the item has been handed over (article 60).
Nullity
| Point | Rule (articles 61 to 71) |
|---|---|
| Who declares it? | nullity must be declared by a court; the act is then wiped out retroactively |
| Absolute nullity | protects the general interest, public order and good morals; any interested party may invoke it, the judge may raise it of their own motion, and the act cannot be confirmed |
| Relative nullity | protects a private interest (defects of consent, protective incapacities, lésion); only the protected person may invoke it; the act may be confirmed expressly or tacitly |
| Time limit | an action for relative nullity is time-barred after five years from formation of the contract, or from the end of the incapacity or duress, or from discovery of the mistake or fraud |
| Effects | a void contract is deemed never to have existed and the parties return what they received (except for continuing contracts); an incapable person returns only to the extent of their enrichment |
| Void ancillary clause | the other clauses remain valid |
If nullity results from a party's fault, that party cannot ask for the contract to be annulled (article 71).
Interpreting and performing
Interpretation. The judge seeks the parties' common intention rather than the literal meaning (article 72); they cannot distort clear and precise terms (article 73). In case of doubt, the agreement is interpreted in favour of the debtor (article 75).
Binding force. Lawfully formed agreements have the force of law between those who made them; they can be revoked only by mutual consent or for causes the law allows, and must be performed in good faith (article 77). They bind only the parties, except in the cases provided (article 78).
When the other party doesn't keep its word
In a bilateral contract (reciprocal obligations):
- each party may refuse to perform while the other fails to perform theirs, if the breach is serious enough (article 104);
- on non-performance, the other party may ask a court, in addition to damages, for specific performance, a reduction of their own obligations, or termination for breach (résolution), or termination (résiliation) for a continuing contract (article 105);
- the parties may expressly agree the contract will be terminated automatically on non-performance (article 106);
- résolution entails return of performances already made; résiliation takes effect only for the future (article 107);
- if one party is unable to perform, the other is released from the contract (article 108).
To enforce a judgment or recover a debt, see the commissaire de justice and OHADA business law.
Going further
- Renting out property: renting out your property in Bamako (landlord).
- Buying land: buying land safely.
- Selling to local authorities: public procurement, thresholds and appeals.
Frequently asked questions
Is an oral contract valid in Mali?
In principle yes: no form is required to form a contract, except where the law imposes writing or other formalities for the validity of a specific contract.
What are the conditions for a valid contract?
Consent, capacity, subject matter and cause.
How long do I have to seek annulment of a contract tainted by mistake or fraud?
Five years, from discovery of the mistake or fraud.
What if my supplier doesn't deliver?
You may refuse to perform your own obligation if the breach is serious enough, or ask a court for specific performance, a reduction of your obligations or termination of the contract, with damages.
Official source (checked on 19 October 2026)
- General Secretariat of the Government of Mali, General Law of Obligations, law of 29 August 1987 (French), articles 1, 28 to 78 and 104 to 109.