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CFI 038/2014 Novus Abu Dhabi General Trading v (1) Base LLC (2) Mr Sami Farhat (3) One Holding SAL (4) Mrs Maryam Iskandar (5) Mr Ellie Shalhoub (6) Mr Rehan Hashmi

CFI 038/2014 Novus Abu Dhabi General Trading v (1) Base LLC (2) Mr Sami Farhat (3) One Holding SAL (4) Mrs Maryam Iskandar (5) Mr Ellie Shalhoub (6) Mr Rehan Hashmi

December 18, 2014

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Claim No. CFI-038-2014

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BEFORE JUSTICE DAVID STEEL

BETWEEN

NOVUS ABU DHABI GENERAL TRADING

Claimant/Applicant

and

 

BASE LLC

First Respondent

MR SAMI FARHAT          

  Second Respondent

ONE HOLDING SAL                          

Third Respondent

MRS MARYAM ISKANDAR

Fourth Respondent

MR ELLIE SHALHOUB         

Fifth Respondent

MR REHAN HASHMI                       

 Sixth Respondent


 ORDER OF JUSTICE DAVID STEEL MADE ON 16 DECEMBER 2014


 

 PENAL NOTICE 

IF YOU DISOBEY THIS ORDER YOU MAY BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE IMPRISONED, FINED OR HAVE YOUR ASSETS SEIZED. 

ANY OTHER PERSON WHO KNOWS OF THIS ORDER AND DOES ANYTHING WHICH HELPS OR PERMITS THE RESPONDENTS TO BREACH THE TERMS OF THIS ORDER  MAY ALSO BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE IMPRISONED, FINED OR HAVE THEIR ASSETS SEIZED.

 

THE ORDERS

1. The orders were made against the Respondents:

(a)  Base LLC (“the Company”)

Office No.143, Level 1

Emirates Financial Tower-South Tower

Dubai International Financial Centre

PO Box 38473

Dubai

(b)  Mr. Sami Farhat

Office No.143, Level 1

Emirates Financial Tower-South Tower

Dubai International Financial Centre

PO Box 38473

Dubai

(c)  One Holiding SAL

Sami Farhat

1st Floor, La Perle Bleue,

Furn Al Hayek Street

PO Box: 22.2/116

(d)  Mrs. Maryam Iskandar

Arabian Ranches, Sector Saheel no 4

Street 5,

Villa no. 7

Dubai

(alt service c/o Sami Farhat

Office No.143, Level 1

Emirates Financial Tower-South Tower

Dubai International Financial Centre

PO Box 38473

Dubai)

(e)  Mr. Ellie Shalhoub

Villa 118B,

Street 26 D,

Jumeirah 1,

Dubai

(f)  Mr. Rehan Hashmi

R Schmitt Entertec Intl. FZCO

Apricot Tower, Office No 804,

PO Box: 341299

Dubai Silicon Oasis, DSO

Dubai

the Respondents” on 16 December 2014 by Justice Sir David Steel on the application of Novus Abu Dhabi General Trading (“the Applicant”). The Judge read the Witness Statements of Mr Dhafer Al Ahbabi, Mr Michael Dalby, Mr Syed Rehan Hamid Hashmi and Mr Elie Shalhoub and accepted the undertakings set out in paragraph 12 of this order.

2. The orders were made at a hearing with notice to the Respondents who were represented by Mr. Mazen Boustany of Baker McKenzie Habib Al Mulla.

3. Any party is at liberty to apply to the Court to vary or discharge these orders on notice to the other party.

4. The orders are effective against any Respondent on whom they are served or who are given notice of it.

5. These orders must be complied with by;

           (1)   The Respondents;

           (2)   Any director, officer, agent, partner or responsible employee of the First and Third Respondent; and

           (3)    In respect of the First and Third Respondents, any other person having responsible control of their respective boards.

ORDER 1: THE TWO RESOLUTIONS PASSED ON 23 OCTOBER 2014

6. Until further order of the Court, the Respondents must take or cause to be taken all necessary steps, including the passing of further board resolutions, if any, to recognise and implement the two resolutions passed at the Extraordinary General Meeting on 23 October 2014 (“the meeting”);

           (i)   Further to the above, and pursuant to the said resolutions, to recognise the removal of the Second Respondent as  the Executive Manager of the First Respondent;

           (ii)   To take or cause to be taken all the necessary steps to recognise Mr. Nick Fortune as the duly appointed acting Executive Manager for a period of 6 months after the opening of the restaurant “Reign”;

        (iii)   The Second Respondent to cease exercising any powers and/or functions as the Executive Manager of Base LLC.

ORDER 2: DISCLOSURE OF CORPORATE INFORMATION

7. Until further order of the Court, the Second Respondent must use his best endeavours and take all necessary steps to allow Mr. Nick Fortune access to all corporate information including the books and records of the First Respondent.

The steps referred to in paragraphs 6 and 7 above must be taken forthwith.

PROHIBITED ACTS

8. The Respondents must not take any steps which prevent, impede or in any way delay the steps referred to in paragraphs 6 and 7.

INTERPRETATION OF THIS ORDER

9. A Respondent who is an individual who is ordered to do something must do it himself and if ordered not to do something must not do it through others acting on his behalf or on his instructions and/or with his encouragement.

10. A Respondent which is not an individual which is ordered to do something must do it itself or by its directors, officers, partners, employees, representatives or agents or in any other way and if ordered not to do something must not do it through its directors, officers, partners, employees, representatives or agents or in any other way.

PARTIES OTHER THAN THE APPLICANT AND THE RESPONDENTS

Effect of this order

11. It is a contempt of court for any person notified of this order knowingly to assist in or permit a breach of this order. Any person doing so may be imprisoned, fined or have their assets seized.

UNDERTAKINGS GIVEN BY THE APPLICANT

12. If the Court later finds that this order or carrying it out has caused loss to the Respondents, and decides that the Respondents should be compensated for that loss, the Applicant will comply with any court order the Court may make. Further if the carrying out of this order has been in breach of the terms of this order or otherwise in a manner inconsistent with the Applicant’s legal representatives’ duties as officers of the Court, the Applicant will comply with any order for damages the Court may make.

NAME AND ADDRESS OF APPLICANT’S LEGAL REPRESENTATIVES

13. The Applicant’s legal representatives are:

Michael Dalby

Senior Associate

Al Tamimi & Company

Building 4, Level 6

Dubai International Financial Centre

PO Box 9275 Dubai United Arab Emirates

Switchboard: +971 4 3641 641

Fax: +971 4 3641 6777

Email: m.dalby@tamimi.com

Zeeshan Dhar

Senior Associate

Al Tamimi & Company

Building 4, Level 6

Dubai International Financial Centre

PO Box 9275 Dubai United Arab Emirates

Switchboard: +971 4 3641 641

Fax: +971 4 3641 6777

Email: z.dhar@tamimi.com

 

WITNESS STATEMENTS

14. The First Witness Statement of Mr Dhafer Al Ahbabi, the First Witness Statement of Mr Michael Dalby, the First Witness Statement of Mr Syed Rehan Hamid Hashmi and the First Witness Statement of Mr Elie Shalhoub.

COSTS

15. The Respondent shall pay the Applicant’s costs of the Application, to be assessed if not agreed, and shall pay to the Applicant an interim payment of USD 30,000 within 14 days of this Order.

Issued by:

Maha AlMehairi

Judicial Officer

Date of Issue:  18 December 2014

At: 2pm

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