Claim No: CFI 079/2023

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

 

BETWEEN

(1) THAMER ABDULAZIZ ALBULAIHID
(2) MOUSTAFA EL SAYED ABDULGHANI EL SHAFAEI

Claimants

and

(1) NASSER SHEHATA
(2) HEALTH INSIGHTS FZ-LLC
(3) HEALTH INSIGHTS ASIA (L) BHD

Defendants

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JUDGMENT OF H.E. JUSTICE RENE LE MIERE

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UPON the Part 8 Claim Form dated 23 October 2023 (the “Claim”)

AND UPON the First and Second Defendant’s Acknowledgement of Service dated 19 March 2024

AND UPON the Third Defendant’s Acknowledgment of Service dated 10 July 2024

AND UPON hearing Counsel for the Claimant and Counsel for the Defendant at the Trial held before H.E. Justice Rene Le Miere on 22 September 2025 to 1 October 2025 (the “Trial)

IT IS HEREBY ORDERED THAT:

1. The parties shall confer in good faith for the purpose of agreeing the precise form of orders necessary to give effect to the Court's decision and reasons for judgment, including orders as to costs.

2. For the assistance of the parties in that process, the Court indicates that it is provisionally of the view that it should make orders to the effect set out at paragraph [547] of these Reasons for Judgment, subject to any submissions as to form, sequencing, scope, or ancillary directions.

3. Within 21 days of the date of this Judgment, the parties shall file and serve:

4. Any memorandum filed pursuant to paragraph 2(b) shall:

5. The Court will determine the final form of orders on the papers, unless it otherwise directs.

6. The parties shall have liberty to apply on 3 days' notice.

7. The Court’s provisional view is that it should make orders to the following effect.

Issued by:
Delvin Sumo
Assistant Registrar
Date of issue: 6 April 2026
At: 2pm

SCHEDULE OF REASONS

A. Introduction.

1. These proceedings arise out of a breakdown in relations between the shareholders and directors of Health Insights FZ‑LLC (“HI Dubai”), a Dubai Internet City Free Zone company regulated under the Dubai Creative Clusters Private Companies Regulations 2016 (the “Regulations”). The proceedings concern the operation of Regulation 79 of the Regulations, and in particular challenges brought by members of HI Dubai to transactions said to have been entered into by its general manager in circumstances of alleged conflict of interest. Those challenges include transactions by which rights in the hospital information management software known as Medica CloudCare were said to have been transferred to Health Insights Asia (L) BHD (“HI Malaysia”), and alleged conflicted payments made from HI Dubai’s bank accounts.

2. Questions concerning the creation, development and ownership of Medica CloudCare arise incidentally and for the purpose of resolving the Regulation 79 claims. Although the Claimants sought a declaration of ownership in closing submissions, no such relief was pleaded in their prayers for relief.

3. The Claimants are Mr Thamer Abdulaziz Albulaihid and Mr Moustafa El Sayed Abdulghani El Shafaei. The Defendants are Mr Nasser Shehata, HI Dubai, and HI Malaysia. The parties’ corporate relationships are intertwined. Mr Shehata holds 35% of the shares in HI Dubai and was its general manager until 16 May 2023, when the board resolved to replace him with Mr El Shafaei; HI Malaysia is a Labuan company wholly owned and directed by Mr Shehata.

4. The Claimants’ claims are advanced principally under Regulation 79 (conflicts of interest) and concern:

5. The Defendants resist those claims and advance a counterclaim, framed primarily alleging unfair prejudice under Regulation 89. They allege (among other matters) withholding payments by Al Khaleej Computers & Electronic Systems (“Al Khaleej”), a Saudi Arabian company headquartered in Riyadh, diversion of business alleged to belong to HI Dubai, steps to exclude Mr Shehata from HI Dubai’s management, and acts said to be contrary to HI Dubai’s interests. The counterclaim also pleads a discrete allegation under Regulation 79 concerning undisclosed conflicts of interest in dealings between HI Dubai and Al Khaleej and seeks an account on that basis.

6. The proceedings were commenced under Part 8 and later continued as Part 7 following the Court’s directions. In May 2025, the Court declared that the resolutions passed on 16 May 2023, which replaced Mr. Shehata with Mr. El Shafaei as general manager of HI Dubai, were valid.

7. The proceedings raise issues concerning the right to control and manage HI Dubai, which is the Second Defendant. Although named as a party, HI Dubai filed no defence and took no active part in the Trial.

8. HI Malaysia was joined as the Third Defendant in March 2025.

9. Shortly before the Trial, the Court dealt with further procedural applications, including granting permission for only limited, uncontested re-amendments to the Defence and Counterclaim and refusing any further expansion of the Defendants’ pleaded case.

10. The principal issues to be determined in these reasons are:

11. In summary of the Court’s conclusions:

B. The parties and corporate structure

B1. Health Insights

12. HI Dubai, HI Malaysia, and Health Insights for Software Design (“HI Egypt”) form a network of companies operating under the Health Insights name commercially providing health information management systems to hospitals and other health providers.

13. There is a dispute regarding the respective roles, functions and legal rights of HI Dubai, HI Egypt and HI Malaysia in relation to the hospital information management software known as Medica Plus (sometimes referred to as “M+”) and Medica CloudCare (sometimes referred to as “MCC”).

14. HI Dubai was incorporated in the Dubai Internet City Free Zone on 17 October 2002, with the following initial shareholders:

It is regulated by the Dubai Development Authority (DDA) under the Regulations.

15. The shareholding structure of HI Dubai is now:

16. All three have served as directors since 23 July 2007.

17. Mr Shehata was the General Manager until he was replaced by Mr El Shafaei at the board meeting on 16 May 2023.

18. HI Dubai operated as the principal commercial entity within the Health Insights group, responsible for the sales, licensing, ownership, and financial management of the Medica Plus and Medica CloudCare hospital information management systems. Its activities include commercialising and managing the software’s intellectual property, as well as client relations and support, mainly serving hospitals and healthcare providers across the Middle East and Southeast Asia. The Claimants argue that the technical development and implementation functions were carried out by HI Egypt, while HI Dubai focused on exploiting global commercial opportunities and acting as the group’s main profit- and asset-holding entity.

19. HI Egypt was established on 2 June 2003, with initial shareholders:

20. After the Claimants invested in HI Egypt in 2007, Mr Shehata was appointed CEO. He was replaced as CEO at a general meeting of shareholders on 14 June 2022, when a new board of directors was elected, and Mr Shehata was removed from the board.

21. There are significant disputes between the parties regarding the extent of HI Egypt’s involvement in core software development and its entitlement to associated project revenues.

22. The Claimants contend that HI Egypt’s core activities involve designing, developing, deploying, and providing ongoing technical support for the Medica Plus and Medica CloudCare systems. It positions itself as the main development centre for the Health Insights group and as a service provider to both group entities and external clients in Egypt, the Gulf region, and further afield.

23. Mr Shehata, however, maintains that HI Egypt’s role has been far more limited, functioning primarily as a support and implementation office within the wider Health Insights business structure.

24. HI Malaysia was incorporated in Labuan, Malaysia, on 31 July 2012, and is solely owned and directed by Mr Shehata.

25. The Claimants allege they were misled into believing HI Malaysia was a subsidiary of HI Dubai, only discovering in 2022 that Mr Shehata owned it. Mr Shehata denies this, stating the Claimants were aware of HI Malaysia's ownership structure.

26. Mr Shehata asserts that HI Malaysia was established as a vehicle to expand and commercialise the Health Insights products outside the group's core regions. It is an international licensor and distributor of the Medica CloudCare software, engaging in global marketing and sales, and facilitating implementation and support through partner entities. The Claimants dispute the authenticity, scope, and legal effect of certain agreements between HI Dubai and HI Malaysia, as well as HI Malaysia's legal rights to own or licence the software.

B2. Mr Albulaihid

27. The First Claimant, Mr Albulaihid, is a citizen of Saudi Arabia. He resides in Riyadh. He graduated from King Fahd University of Petroleum and Minerals in 1994 with a degree in finance.

28. Around 1999, he started working at Al Khaleej, a provider of computer and electronic systems in the Gulf region. Al Khaleej is owned by Jura Holding Company (‘Jura’), a holding company controlled by Mr Albuhalid’s family. By around 2011, he had risen to the position of General Manager of Al Khaleej.

29. Al Khaleej acts as a distributor of Medica Plus and Medica CloudCare for Health Insights.

30. The Claimants invested in Health Insights in 2007, acquiring shares in HI Dubai and HI Egypt

31. Since 23 July 2007, Mr Albulaihid has been a director and shareholder in HI Dubai.

32. On the evidence, I accept the evidence of Mr El Shafaei and Mr Albulaihid that Mr El Shafaei held shares in HI Egypt on behalf of Mr Albulaihid up to 2022, acting as a nominee under a private agreement. Since 11 April 2022, Mr Albulaihid has also been a shareholder in HI Egypt after Mr El Shafaei transferred shares to Mr Albulaihid.

B3. Mr El Shafaei

33. The Second Claimant, Mr El Shafaei, is an Egyptian national and a trained engineer who has worked in information technology since 1993.

34. He joined Al Khaleej in 1993 as a business development engineer and is currently employed as a business development manager. He became acquainted with Mr Albulaihid through their work together at Al Khaleej. He has no ownership interest in Al Khaleej or Jura and plays no role in their management.

35. Mr El Shafaei has been both a shareholder and a director of HI Dubai since 2007. He replaced Mr Shehata as general manager at the board meeting on 16 May 2023.

36. He is a director, shareholder, and former CEO of HI Egypt, with a substantive and active management role in the company. His responsibilities have encompassed overseeing operations, engaging in governance and corporate disputes, making major executive decisions (such as the removal of the CEO), and establishing subsidiaries.

B4. Mr Shehata

37. The First Defendant, Mr Shehata, is an Egyptian national. He was trained as an architect, graduating in the 1980s, and developed early interests in computer‑aided design and computer programming.

38. Starting around 1990, he commercialised software products, including Arabic localisation tools, and from approximately 1994, he concentrated on developing and deploying healthcare-related software systems.

39. Mr Shehata was involved in establishing and managing Health Insights entities across the Middle East and Asia. He says that he founded HI Dubai in the early 2000s and served as its general manager until removed in 2023. He also participated in setting up HI Egypt in 2004 and HI Malaysia in 2012.

40. Mr Shehata’s evidence concerns, among other matters, the development and ownership of the Medica Plus and Medica CloudCare software systems, the corporate structure and financial arrangements between the Health Insights entities, the circumstances leading to his removal as general manager of HI Dubai in May 2023, and his withdrawal and application of funds from HI Dubai’s HSBC bank account between September 2022 and August 2023.

C. Background to the Dispute and Summary of Allegations

C1. Procedural History

(1) The Assignment Agreement

41. HI Dubai and HI Malaysia entered into an agreement dated 30 November 2021, registered with INTEROCO on 12 December 2021, under which HI Dubai assigned its proprietary rights in the Medica CloudCare software to HI Malaysia for USD 500,000 (the “Assignment Agreement”). INTEROCO is a private organisation that operates an online copyright depository and registration service. It is not a state copyright office and not part of WIPO or any national government.

(2) Events of May 2023: Attempted Removal of the First Defendant

42. On 16 May 2023, the Claimants convened a directors’ meeting and resolved to remove the First Defendant, Mr Shehata, as general manager. Mr Shehata declined to attend the meeting.

43. The DDA notified the Claimants that the change of general manager must be submitted through the DDA online portal. The Claimants could not access the portal because only Mr Shehata had the login credentials.

44. A DDA officer had earlier informed the Claimants that the resolution should be signed by all directors. The Claimants contended that this was unnecessary: a simple majority sufficed for a quorate meeting; the meeting was quorate, the vote was unanimous, and the removal resolution was valid.

(3) Commencement of Proceedings

45. The Claimants commenced these proceedings under Part 8, seeking:

46. Lawyers acting for Mr Shehata and HI Dubai, on the instructions of Mr Shehata, filed an acknowledgment of service asserting, among other matters, that the Part 8 procedure was inappropriate because substantial disputes of fact existed and that the claim should instead proceed as a Part 7 claim.

(4) Joinder of HI Malaysia

47. On 4 March 2025, the Court ordered that HI Malaysia be joined as the Third Defendant.

(5) Mr Shehata filed evidence

48. Mr Shehata filed evidence that presented a broader account of the dispute. He asserted that

(6) Orders of 15 May 2024

49. Following a hearing on 15 April 2024, the Court declared on 15 May 2024 that the directors had validly passed resolutions at the meeting of 16 May 2023 under the Regulations and the Articles of Association. The Court declared that:

50. The Court further ordered that the Claimants’ claims concerning the Assignment Agreement should continue as if the Claimants had not commenced the matter under Part 8.

(7) Amended Particulars of Claim (26 June 2025)

51. The Claimants pleaded:

52. The Claimants sought injunctive relief compelling registration of the new general manager, orders setting aside the Purchase Order and Assignment Agreement, and an account of profits.

(8) Jurisdiction Challenge by HI Malaysia

53. HI Malaysia filed an Acknowledgment of Service on 10 July 2024 and, on 25 July 2024, applied for a declaration that the Court lacked jurisdiction. On 30 April 2025, the Court dismissed HI Malaysia's jurisdiction challenge.

(9) Defence and Counterclaim (28 August 2024)

54. Mr Shehata pleaded as follows.

55. Mr Shehata counterclaimed:

(10) Claimants’ Reply and Defence to Counterclaim (18 September)

56. The Claimants pleaded as follows.

(11) Reply to Defence to Counterclaim (15 October 2024)

57. Mr Shehata filed a reply that largely consisted of denials and a reaffirmation of his earlier assertions.

(12) Disclosure Applications and Order of 7 May 2025

58. On 21 April 2025, the Court issued a consent order requiring Mr Shehata to search for and disclose, among other things, documents related to the negotiation and execution of the Licensing Agreement, the Partner Reseller Certification, and the Purchase Order. Mr Shehata did not produce any documents in response. I will discuss the significance of that later.

59. On 7 May 2025, the Court ordered the Claimants to search and produce documents responsive to 15 disclosure requests concerning ownership, management, contracts, financial statements, IP rights, communications, and employment matters relating to Al Khaleej, Health Insights entities, and the Medica CloudCare software. The Claimants failed to disclose many documents, particularly documents of Al Khaleej. I will discuss the significance of that later.

(13) Procedural Applications Determined on 17 September 2025

60. The Court heard the Claimants’ application to amend their Particulars of Claim and the Defendants’ applications concerning disclosure, joinder, re-amendment, adjournment, and further evidence. The Court ordered:

C2. Matters in Dispute

61. The dispute between the parties broadly concerns the ownership, control, use, and exploitation of the Medica CloudCare software, as well as the governance and management of HI Dubai. It also involves the validity of several transactions through which rights in Medica CloudCare were allegedly transferred to HI Malaysia. Additionally, it includes wider claims by both the Claimants and the Defendants of breach of duty, misappropriation, diversion of business, and unfair prejudice.

(1) Competing Accounts of the Development and Ownership of Medica CloudCare

62. The Claimants contend that Medica CloudCare was developed by employees of HI Egypt from around 2016, initially in Saudi Arabia and later in Egypt, and that, until 2021, they believed the intellectual property rights in Medica CloudCare were registered to HI Dubai. They say they only learned in 2021, from Mr Shehata, that this was not the case, and thereafter sought to register the rights in Egypt.

63. Mr Shehata maintains that he personally developed Medica CloudCare and owns all associated intellectual property rights. He says that, on 14 November 2015, he granted HI Malaysia a ten‑year, non‑exclusive global licence to use, sell, and deploy Medica CloudCare, and that on 21 August 2017, HI Malaysia issued a Partner Reseller Certificate authorising HI Dubai to resell Medica CloudCare to third parties.

(2) Disputed Transactions Relating to Medica CloudCare

(a) The Licensing Agreement (14 November 2015)

64. Under the Licensing Agreement, Mr Shehata, as licensor, purportedly granted HI Malaysia a global licence to use and commercialise Medica CloudCare while retaining ownership. The Claimants dispute the authenticity of this document, asserting that it was created after the fact to support Mr Shehata’s litigation position.

(b) The Purchase Order (7 July 2016)

65. Mr Shehata, acting on behalf of HI Dubai, entered a purchase order with HI Malaysia under which HI Dubai would develop Medica CloudCare, with all resulting rights, including comprehensive development, use, branding, and ownership rights, vested in HI Malaysia. The consideration stated was USD 1 million.

66. The Claimants contend that the Purchase Order was not genuinely executed at the stated time, was infected by self‑dealing, lack of authority and disclosure, undervaluation, and improper motives, and should be set aside under Regulation 79.

(c) The Partner Reseller Certification (21 August 2017)

67. The Partner Reseller Certification, issued by HI Malaysia and signed by Nader Sayedon on its behalf, confirms that HI Dubai was authorised to resell Medica CloudCare for 1 year. The Claimants contend that it, too, was created after the fact.

(d) The Assignment Agreement (30 November 2021)

68. Mr Shehata caused HI Dubai to enter into the Assignment Agreement dated 30 November 2021 and registered with INTEROCO on 19 December 2021, transferring all rights in Medica CloudCare to HI Malaysia for USD 500,000, with wide‑ranging warranties of title.

69. The Claimants assert that this Assignment Agreement is tainted by conflict of interest, lack of authority, nondisclosure, and undervaluation, and should be set aside under Regulation 79.

(3) Corporate Control, Management Succession, and Registration Dispute

70. On 16 May 2023, Mr Shehata was removed as general manager of HI Dubai by board resolution and replaced by Mr El Shafaei. The Claimants allege that Mr Shehata obstructed the registration of this change by refusing to provide DDA portal credentials, thereby breaching Regulation 78.1 and the Articles.

71. Mr Shehata denies any breach, contending that his consent was unnecessary, that he complied with DDA procedures, and that the demands made of him were contrary to HI Dubai’s interests.

72. The Claimants allege that Mr Shehata refused to provide a proper handover of HI Dubai’s affairs after his replacement as general manager, materially impeding their ability to take control of the company. Specific instances cited include the office being “wiped clean” of computer equipment and documents, the removal of hard-copy documents, and the withholding of login credentials for IT equipment, leaving HI Dubai unable to access critical assets required to operate its business. However, the Claimants do not claim relief directly related to these allegations, such as delivery up or transfer of property, credentials, or assets.

(4) Allegations of Misappropriation, Diversion of Business, and Self ‑Dealing

73. The Claimants allege that Mr Shehata made unauthorised payments to himself from HI Dubai’s bank accounts, including salary payments above contractual entitlements and transfers of account balances. They seek an account of profits and orders, setting aside such payments under Regulation 79.6.

74. Mr Shehata and HI Malaysia allege that the Claimants diverted business and revenue away from HI Dubai to Al Khaleej and other affiliated entities, withheld payments due to HI Dubai, interfered with company property, attempted to write off debts, and acted for their own benefit and in breach of their duty as directors of HI Dubai.

(5) Competing Claims of Breach of Duty and Conflicts of Interest

75. The Claimants allege that Mr Shehata acted in a conflict of interest when entering the Purchase Order and Assignment Agreement on behalf of HI Dubai, given his ownership or control of HI Malaysia, and that he failed to make disclosures as required by Regulation 79.

76. Mr Shehata and HI Malaysia deny any breach of Regulations 78 or 79, asserting that the transactions were validly executed, beneficial to HI Dubai, and known to or acquiesced in by the Claimants.

(6) Counterclaim Allegations: Improper Removal, Exclusion, and Unfair Prejudice

77. Mr Shehata and HI Malaysia counterclaim that the Claimants improperly sought to exclude Mr Shehata from management and financial benefits, diverted revenue, manipulated debts owed by Al Khaleej, filed opportunistic complaints internationally, and attempted to control Medica CloudCare-related assets without disclosing their own conflicts.

78. They seek declarations reversing the removal of Mr Shehata, restraining interference with debts owed by Al Khaleej, preventing the Claimants from acting where conflicted, and requiring accounts of profits.

79. The Defendants allege unfair prejudice under Article 89 and seek consequential relief, including derivative actions.

80. The Claimants resist the counterclaim, denying diversion, misappropriation, exclusion, conflict of interest, or any entitlement to relief. They also contend that the counterclaim lacks adequate particularisation.

81. The Claimants argue that the Court does not have jurisdiction to grant relief for unfair and prejudicial conduct alleged by Mr Shehata as a member of HI Dubai, where such relief is sought under Regulation 89.

(7) Summary of Key Issues in Dispute

82. The principal issues for determination include:

D. The Evidence

D1 Legal Principles on Proof and the Evaluation of Evidence

(1) Standard and burden of proof.

83. In these civil proceedings, the party asserting a claim must establish disputed facts on the balance of probabilities. The question is whether it is more likely than not that the fact occurred. In determining this, the Court considers the inherent probabilities of competing accounts based on all the available evidence.

(2) Approach to witness testimony.

84. In assessing credibility and reliability, the Court generally accords greater weight to contemporaneous and objective documents than to recollections provided long after the events in question. Demeanour alone is an unsafe foundation for assessing truthfulness. Inconsistencies, gaps in memory, or attempts by a witness to reconstruct events or fill in the missing detail typically diminish the weight of oral evidence, particularly where unsupported by documentary or independent corroboration.

85. However, the Court recognises that not all relevant events are documented and that documents may be incomplete, unavailable, unreliable, or of uncertain authenticity. In such circumstances, the Court may rely on testimonial evidence that is not contradicted by reliable documentary evidence or objective facts, where that testimony is consistent with the surrounding circumstances, inherently plausible, and aligned with the commercial, technical or organisational context in which the events occurred.

(3) Disclosure and adverse inferences.

86. When a party fails to meet disclosure obligations, submits incomplete or selective documentation, or provides unclear or inconsistent explanations for missing material, the Court may lessen the weight given to that party’s evidence and, if appropriate, draw adverse inferences about matters where the missing documents could reasonably have been relevant.

(4) Shifting evidence

87. The Court treats with caution evidence that materially shifts over time, or explanations introduced only when difficulties arise in cross‑examination. Such evidence may reflect after‑the‑fact reconstruction rather than genuine recollection. Where explanations are first advanced in response to unanticipated or unhelpful material, they attract reduced weight unless supported by reliable contemporaneous documents or other independent corroboration. The fact that an explanation is late‑emerging does not of itself render it false; however, unexplained changes of position, or explanations that evolve in response to forensic pressure, are less persuasive than accounts that are consistent, stable, and supported by objective material.

88. The Court treats with caution evidence given on matters outside a witness’s personal knowledge, or opinions expressed on technical matters by witnesses lacking the necessary expertise. Such evidence is ordinarily accorded limited weight unless corroborated by independent or contemporaneous material.

(5) Failure to put allegations of bias or improper motive

89. Where allegations of dishonesty, bias, partiality, or improper motive are not directly put to a witness during cross-examination, the Court approaches any such allegation raised for the first time in closing submissions with particular caution. The lack of a contemporaneous challenge deprives the witness of the chance to address and respond to the allegation. Applying the principle reflected in Browne v Dunn, the Court will be cautious about making findings of dishonesty, bias or improper motive where the substance was not put, and will not ordinarily do so absent compelling independent evidence. In such circumstances, the persuasive power of a late allegation is significantly reduced, and the Court will not make findings of bias or improper motive unless supported by other compelling evidence.

(6) Absence of expert evidence.

90. The parties elected not to call expert evidence on technical matters relating to software design, authorship or development. This limits the findings that can properly be made on certain technical issues and places a premium on contemporaneous documents, neutral records, and precise delineation of what each witness could reliably attest to from personal knowledge. The Court must nevertheless determine the issues before it and make such findings as are open on the evidence available, while remaining alert to the limits imposed by the absence of expert assistance.

D2. Overview of the Evidentiary Record

(1) Witness statements

91. Pursuant to the Court’s directions, witness statements were ordered to be filed and served, followed by statements in reply. In accordance with those directions, the Claimants served witness statements from each Claimant (Albulaihid WS2; El Shafaei WS1) and from Ms Asmaa Hosny (Hosny WS1). Those statements addressed the history of Health Insights, Mr Shehata’s role within the group, and the development of the software. A trial witness statement was served by Mr Shehata (Shehata WS6) on behalf of the Defendant.

92. Pursuant to the order permitting evidence in reply, on 18 August 2025 the Claimants served further witness statements from each Claimant (Albulaihid WS3; El Shafaei WS2) and from Ms Hosny (Hosny WS2), together with statements from: (i) Mr Mohamed Salah Eldin Moustafa Beshir (Beshir WS1), Health Informatics Director at HI Egypt; (ii) Mr Mohammed Al Shaby Mohammed Al Shanaway (Al Shanawy WS1), a software developer for Al Khaleej and HI Egypt; (iii) Ms Wessam Heggy (Heggy WS1), Chief Medical Officer at HI Egypt; and (iv) Mr Marwan El Shami (El Shami WS1), ERP Development Manager at HI Egypt. The Defendants characterised these as the “Additional Witness Statements”.

(2) Defendants’ applications to exclude evidence.

93. The Defendants argued that the Additional Witness Statements exceeded the scope of reply evidence and prejudiced their case, particularly given a trial date set for 22 September 2025. They applied to adjourn the proceedings, or to exclude those statements, or sought permission to respond. The Court refused an adjournment, declined to exclude the Additional Witness Statements, and granted the Defendants permission to serve responsive witness evidence. Subsequently, the Defendants filed an additional statement by Mr Shehata (WS13).

(3) Documentary record.

94. In addition to oral testimony, the Court had access to a substantial documentary record. A significant portion of the evidence concerns the creation, development, implementation, and ownership of the Medica CloudCare software, as well as the affairs of HI Dubai.

(4) Defendants’ application to reopen

95. After the close of the evidence, the Defendants applied to reopen their case to tender a letter dated 16 December 2025 from Raja Riza & Associates lawyers to Subang Jaya Medical Centre in Selangor, Malaysia, into evidence. The Court refused the application for the following reasons.

96. The Court has the power and jurisdiction to reopen a case and admit new evidence. When considering such an application, the Court must balance the principle of finality with the requirement of fairness. The key factors to be weighed include the relevance and materiality of the document, whether the document was previously available, and whether admitting it would cause any prejudice to the Claimants.

97. In the letter, the solicitors, acting on behalf of HI Egypt, demanded that the hospital cease the unauthorised use of the Medica CloudCare software, owned by HI Egypt. The letter is relevant to the proceedings, but it is not sufficiently material to warrant the reopening of the case. As Mr Doherty, counsel for the Defendants, pointed out in his submissions, there is already other evidence on record that HI Egypt has asserted ownership of the intellectual property rights to the Medica CloudCare software. Accordingly, the proposed evidence would be cumulative rather than providing any new or essential information. Admission would not have affected any issue determinative of liability or relief. The evidence is not sufficiently material to justify reopening the case, and the letter was not received into evidence.

D3. The Witnesses

(1) Mr Albulaihid (First Claimant)

98. Mr Albulaihid provided two statements. He outlined his investment in Health Insights entities, a management structure where Mr Shehata held operational control, as well as the development and ownership of Medica CloudCare. He also mentioned the establishment of HI Malaysia without his or Mr El Shafaei’s knowledge, and subsequent disputes that led to Mr Shehata’s removal and allegations of misappropriation and unauthorised assignment of rights. He denied diverting business and stated his actions aimed to protect the business. He was extensively cross-examined.

99. The Defendants argued that Mr Albulaihid’s evidence was inconsistent, dishonest, and evasive. They stated he provided conflicting accounts regarding ownership and involvement, failed to support key claims, admitted prioritising Al Khaleej’s interests over HI Dubai’s, acted against HI Dubai’s interests, and was unable to credibly explain financial or contractual issues—significantly undermining his reliability and credibility.

100. The most serious matter against Mr Albulaihid concerns his failure to produce documents required by disclosure orders directed to both Claimants, particularly Al Khaleej documents and relevant bank statements.

101. Mr Albulaihid consistently stated that he did not produce the Al Khaleej documents as ordered by the Court, mainly because of binding non-disclosure agreements with government customers. He asserted that such agreements prohibit disclosure of relevant documents, including contracts, bank statements, and payment records, and that breach of this obligation would carry penalties. He stated that he cannot risk violating these non-disclosure agreements, regardless of the court’s order. He confirmed that disclosure is “not allowed, basically”. He asserted that these restrictions apply across all government contracts held by Al Khaleej, and therefore, the requested documents cannot be shared in the litigation.

102. This explanation is consistently reflected in his testimony:

“I didn’t disclose because there’s a non-disclosure agreement with all government contracts, okay. And there’s penalties, and there’s – it’s not allowed, basically, and I explain that several times. I – and I sent part of that non-disclosure agreement, and this is in all government contracts.”

103. I accept that this explanation was honestly advanced. However, it reflects a fundamentally mistaken understanding of the Claimants’ disclosure obligations and of the primacy of the Court’s orders. Contractual non‑disclosure arrangements, whether with government customers or otherwise, do not absolve a party from compliance with court‑ordered disclosure, nor permit a party unilaterally to determine the scope of disclosure or non‑disclosure. Mr Albulaihid’s adherence to that incorrect premise resulted in a deliberate decision not to comply fully with the Court’s orders. While that does not support a finding of dishonesty, it materially undermines the completeness, reliability and weight of his evidence on matters to which the withheld documents were potentially relevant.

104. The Defendants levelled broader attacks (e.g., alleged diversion of revenue from HI Dubai, fiduciary breaches) based on conduct outside the witness box. I make no findings on those matters at this stage.

105. I also considered the submission that the Claimants took inconsistent positions across jurisdictions regarding Medica CloudCare ownership, asserting HI Egypt’s ownership in Egyptian and Saudi proceedings, yet seeking a declaration here that ownership belongs to HI Dubai. The Claimants, through their senior counsel, Mr Montagu Smith KC, explained that earlier positions reflected limited document access at the time, procedural requirements to preserve options, and an evolving evidential landscape as additional material emerged. These explanations are plausible aspects of multi-jurisdictional litigation conducted with imperfect and developing information. The changes, while relevant to overall coherence, do not, without more, justify a conclusion of dishonesty.

106. I am not satisfied that Mr Albulaihid knowingly provided false evidence. His evidence was sometimes confusing or self-contradictory, which I attribute to unfamiliarity with court procedure, imperfect understanding of questions, and a tendency to reconstruct events when he could not recall details in an effort to help. The Court will therefore treat his evidence with appropriate caution, placing less weight on uncorroborated assertions and looking for support in contemporaneous or corroborative materials.

(2) Mr Moustafa El Shafaei (Second Claimant)

107. Mr El Shafaei gave two statements and was extensively cross-examined. He has been an IT professional since 1993 and is a business development manager at Al Khaleej. He said that he and Mr Albulaihid invested in Health Insights in 2007 to support a struggling business and to develop Medica Plus and Medica CloudCare; he described active involvement in business development, denied being merely nominal, and said Mr Shehata was removed for alleged misappropriation and obstruction. He referred to IP transfers to HI Malaysia and ongoing legal challenges.

108. The Defendants said he was evasive and inconsistent, contradicted by documents and other witnesses; he failed to comply with disclosure, gave shifting explanations for missing documents, made serious but unsubstantiated allegations against Mr Shehata, gave inconsistent accounts of software ownership and development, and failed to disclose key business relationships; overall, his evidence was self-serving and unsupported.

109. Cross-examination clarified, qualified, or contradicted several material aspects:

110. Investment and funding: There is no documentary evidence supporting shareholder funding of Medica Plus or the 80-employee Saudi staffing centre; he acknowledged that his and Mr. Albulaihid’s operational involvement before 2022 was limited and that the day-to-day management was handled by Mr. Shehata.

111. Development timelines: He accepted Medica Plus was operational and undergoing upgrades prior to the Claimants’ investment; his Medica CloudCare timeline shifted between 2013 and 2017; he had no technical role.

112. Inter-company revenue flows: He acknowledged revenue allocations were driven by practice and tax considerations rather than strict contractual entitlement; changes after 2022 contributed to HI Dubai’s financial decline.

113. Disclosure: He accepted that key documents, including bank statements, had not been disclosed and said he was unaware of some obligations.

114. Remuneration: Although claiming distributions were dividends only, he accepted receiving regular payments labelled “salary,” later calling these advances.

115. Contract terms and pricing: Documents showed him advocating reduced Al Khaleej payments, potentially undermining HI Dubai’s profitability.

116. These matters revealed informal arrangements, shifting explanations, and gaps in the record inconsistent with the structured narrative in his statements. The Court will treat his evidence with caution; while some parts align with contemporaneous records, other parts are inconsistent, imprecise or omissive. His evidence is not rejected in its entirety, but it is not a reliable standalone account.

(3) Ms Asmaa Hosny

117. Ms Hosny is an IT businesswoman and former CEO of the Information Technology Industry Development Agency (ITIDA), the executive arm of Egypt’s Ministry of Communications and Information Technology. She said she co-founded Solutions Plus and Health Insights with Mr Sawiris in the 1990s; Medica Plus was a collective development by a team; Mr Shehata later joined as a programmer and board member, not a founder nor sole owner; and implementations were by Health Insights rather than by Mr Shehata personally. She also addressed business dealings and IP ownership.

118. The Defendants submitted that she was not credible or reliable: her account of ownership and development of Medica Plus and Medica CloudCare was contradicted by documents; she had undisclosed ties to Mr El Shafaei, including in the company Human Intelligence; and her testimony was biased and tailored to favour the Claimants.

119. Ms Hosny’s statements provided a detailed, structured account of Solutions Plus, Health Insights, and her role. Her oral evidence was broadly consistent, and she corrected minor inaccuracies (e.g., Solutions Plus operated from 1995 but was incorporated in 1998). She maintained that Mr Shehata joined as an employee, was not a founder, and that Medica Plus was a collective effort.

120. Cross-examination revealed several inconsistencies affecting weight as follows.

121. Founding/incorporation: Records list 1998 incorporation and show Mr Shehata as a founding member; she disputed these but accepted uncertainty on dates and structures.

122. Shareholdings/founding status: While saying his shares were a bonus, some records show him as a founding shareholder, sometimes with equal or greater shares, contrary to her portrayal.

123. Chronology of installations: She stated that installations commenced in 1997, whereas the earliest documentary evidence dates from 1998. She was unable to produce supporting material for the earlier date. The discrepancy is minor, particularly given the passage of time.

124. Non‑disclosure of ongoing interests: She did not disclose her ongoing business relationships with Health Insights. In addition, a page on the Human Intelligence website stated that the company was founded in 2023 by “Asmaa Hosny and Moustafa El Shafaei.” She acknowledged being a co‑founder but denied any association with Mr El Shafaei and said she would review the website content. Mr El Shafaei also denied any involvement or shareholding. The position remains unclear. These matters indicate that some caution is appropriate.

125. Technical detail: Her account of technical contributions lacked specificity, consistent with managerial rather than technical involvement; weight is reduced where technical precision is required.

126. In addressing broader issues—her senior leadership role, the establishment and business of Solutions Plus, the collective nature of Medica Plus development, and the commercial context—the Court accepts her evidence as generally credible. However, where her account is inconsistent with contemporaneous or official records, those records are preferred and her evidence is given reduced weight.

(4) Ms Wessam Heggy

127. Ms Heggy, CMO at HI Egypt since October 2009, traced her progression through informatics roles and described the transition from Medica Plus to Medica CloudCare with development teams in Egypt and Saudi Arabia, the creation of the Dynadox form builder, and ongoing client customisations. She managed communications with CEO Mr Shehata, who, she said, did not program. She stated Medica CloudCare belongs to HI Dubai, acknowledging some hearsay. She elaborated on: (i) teams and roles (c. 30 developers in Egypt around 2009; Saudi team converting modules to cloud); (ii) tools and modules (Active Medical Sheets/SheetDef; transition to Dynadox); (iii) her informatics role; (iv) upgrade and expansion pathways; (v) configurability via Dynadox and Rules@Work; (vi) authorship matters (she said Mr Shehata did not author Medica CloudCare’s core tools); and (vii) corporate structure and management issues, including a call in which Mr Shehata confirmed Medica CloudCare is owned by HI Dubai and his 2022 resignation request.

128. The Defendants criticised her statements on Medica CloudCare development/ownership as mischaracterising roles, lacking a technical basis and displaying bias due to employment interests.

129. No allegation of bias was put to Ms Heggyy in cross-examination. She gave clear, measured answers, candidly acknowledged she is “not a developer,” and stayed within her expertise. Her testimony on workflows, the evolution from Medica Plus to Medica CloudCare, team interactions, and her own tasks fell squarely within her experience and were internally consistent and document-aligned. Her central assertions were not challenged as untrue, and no documentary contradiction of substance was shown. I am satisfied she was a careful, honest and reliable witness and attach significant weight to her evidence on: (i) Solutions Plus and HI Egypt’s organisation; (ii) the practical development and evolution of Medica Plus and Medica CloudCare; and (iii) the extent of Mr Shehata’s technical involvement.

(5) Mr Mohamed Salah Eldin Moustafa Beshir

130. Mr Beshir, HI Egypt’s Health Informatics Director, holds qualifications in pharmacy, hospital management and health economics. He joined in 2014, left in 2015, returned in December 2017, and progressed to his current role. He described bridging customer needs and development, conducting analyses and workflows, working with developers, and occasionally configuring SQL/database logic. He said Medica CloudCare was a large collaborative effort involving more than 40 developers; Mr Shehata’s role was managerial; clinical approval/QA were integral; and the system continuously expanded through team cooperation.

131. The Defendants questioned his credibility and impartiality, said he misrepresented technical concepts, contradicted himself, was biased as an employee, and failed to address the authorship of source code or technical processes.

132. Bias was not put to him in cross-examination. Applying the Browne v Dunn principle, I do not regard him as biased. His manner was measured and candid about limits to his technical knowledge. His account was consistent and coherent: Medica CloudCare predated his 2017 return; multiple teams were involved; there was no single author; his role was analysis/configuration/database logic; Mr Shehata’s role was managerial oversight. He was careful to state when matters were outside his knowledge. His explanations of team structure, iterative clinically driven refinement, and continuous updates were logical and plausible; his distinction between configuration/database logic and source code programming was realistic. Minor gaps (absence of artefacts, approximate team size, reliance on observation prior to 2017) do not materially undermine his evidence. Overall, his account is coherent, plausible and reliable and credibly explains the team-based development of Medica CloudCare.

(6) Mr Mohammed Al Shaby Mohammed Al Shanawy

133. Mr Al Shanawy worked for Al Khaleej in Saudi Arabia from 2011 to late 2017. Then he moved to HI Egypt with engineer colleagues, forming a core group of programmers for Medica CloudCare’s continued development. He described the phased conversion of Medica Plus (a VB6 desktop system) to Medica CloudCare (a cloud based C#/.NET web system), the team’s migration, the preservation of database structures, creation of new modules, source code deliveries, and multi-person review. He elaborated: development work on Medica CloudCare from 2016; differences between Medica Plus and Medica CloudCare (cloud architecture, multi hospital tenancy, remote access, patient portal); a non-functional 2014 HTML front end prototype; trials of WPF/Silverlight (ultimately unused); the conversion process (mapping workflow and rewriting modules while preserving data model); source code provision in 2021–2022 via WhatsApp/laptops for verification; and multiple developers’ involvement, with overall MCC design mainly by Engineer Mohammed Moustafa after moving to Egypt in 2017.

134. The Defendants submitted that he misrepresented technical relationships, made inaccurate statements about tools, failed to provide supporting technical documentation, and displayed bias due to prior associations.

135. No allegation of bias was put to him. His statements were broadly consistent across his written and oral evidence: he described a multi‑developer team; conversion work commencing around 2016; a logical progression from Medica Plus to Medica CloudCare; clear distinctions between converted and newly created modules; and collaborative development without a single controlling developer. His account of the technologies, workflows and development methods was technically plausible. Minor ambiguities— such as the precise commencement dates, the origins of some modules, the completeness of code deliveries, and the omission of the WPF/Silverlight trials from his statement—were clarified straightforwardly and did not detract from the substance of his evidence.

136. Overall, his evidence was coherent, plausible and substantively consistent, and he presented as a generally credible and reliable witness.

(7) Marwan El Shami

137. Mr El Shami, ERP Development Manager at HI Egypt, joined in 2007 and has worked on Medica Plus and Medica CloudCare. He described Medica CloudCare’s scale and complexity, the Medica Plus toolset (VB6; Active Medical Sheets; Rules@Work), limits on customisation without programming, the shift to Medica CloudCare initiated by Mr El Shafaei with training in modern web technologies (2016–2017) and teams in Saudi Arabia and Egypt, differences between Medica Plus and Medica CloudCare (e.g., Dynadox used to create electronic sheets but not to build modules), team size (he estimated ~100 developers around 2017, with uncertainty about exact numbers and Saudi employment arrangements), and source code/status requests by Mr Shehata as late as January 2022; he had coded but had not submitted it in these proceedings.

138. The Defendants submitted that he misrepresented technical concepts, lacked technical knowledge, failed to provide documentation or source code, and was biased by personal/professional ties to the Claimants.

139. On bias, he acknowledged that Mr El Shafaei is his brother-in-law but said he remained for the company’s sake; his relationship with Mr Shehata (15 years’ daily work) was stronger than with Mr El Shafaei (rarely seen). I am satisfied his evidence was not influenced by that relationship.

140. The Court notes internal imprecision in the following respects.

141. AMS and R@W: His description oscillated between calling them tools for customisation and display mechanisms; I attribute this to difficulty articulating technical distinctions.

142. Layout vs data modification: He vacillated on whether only layout or also data could be modified; the variation likely reflects confusion between core data and configurable presentation.

143. Team composition/employment: He was uncertain on Saudi team numbers and employment status—matters beyond his remit.

144. Source code requests: His account of requests and compliance was tentative and not fully aligned with messages; I ascribe this to the passage of time and imperfect recollection.

145. Technical explanations: At times, lacked clarity about languages/tools/modules/integrations, reflecting limits in articulating technical concepts.

146. Taking the whole of his evidence into account, these issues do not significantly undermine his credibility or reliability. The Court applies the usual care and relies on his evidence when corroborated, or consistent, and inherently plausible.

(8) Mr Mohamed Shehata (First Defendant)

147. Mr Shehata is an Egyptian citizen trained as an architect, graduating in the 1980s. He developed early interests in computer-aided design and self-taught programming, commercialised software by around 1990 (including Arabic localisation tools), and shifted to healthcare software from 1994. He says that around 1995, he worked at Orascom under Mr Naguib Sawiris; he says Mr Sawiris caused Solutions Plus to become HI Dubai and that he was an original shareholder of HI Dubai.

148. Mr. Shehata testified that he personally developed Medica Plus and that, although its IP was later registered in HI Dubai’s name, HI Egypt did not develop software but provided implementation and support. He stated that Medica CloudCare is a separate system he created entirely himself around 2012, owned by him and licensed to HI Malaysia (and never owned by HI Dubai or HI Egypt). He explained the roles and control of HI Dubai, HI Egypt, and HI Malaysia, and claimed that payments from Al Khaleej were improperly reduced or withheld from 2020, prompting Saudi proceedings. He said that in 2021, he registered a small part of Medica CloudCare via INTEROCO under pressure and later transferred it to HI Malaysia in exchange for support to help HI Dubai’s cash flow. He also mentioned that he was removed as HI Dubai’s General Manager in May 2023 to stop him from pursuing payment claims from Al Khaleej. He claimed that HSBC’s account closure disrupted normal banking, requiring temporary transfers through his personal accounts. He alleged that after his removal, revenues from Medica CloudCare that should have gone to HI Dubai were diverted to HI Egypt and a Claimant-controlled HI Saudi Arabia.

149. Mr Shehata’s evidence is of central importance if accepted, given his pivotal roles as sole shareholder and director of HI Malaysia, General Manager of HI Dubai, and CEO of HI Egypt, and his at least partial involvement in the development of Medica Plus and Medica CloudCare. For that reason, his evidence requires close and careful scrutiny.

150. That scrutiny identified a range of difficulties affecting the reliability, accuracy, and coherence of his evidence. In cross-examination, his account displayed internal inconsistencies, changes of position over time, and divergence between his oral evidence, his written statements, and contemporaneous records. At points, his answers were indirect or incomplete, and a number of explanations advanced were not persuasive when tested against other evidence. There were also instances where aspects of his evidence were shown to be incorrect. These difficulties arose across multiple subject areas, including technical matters, business history, authorship, documentary provenance, financial and corporate arrangements, and dealings with third parties.

151. A recurring difficulty concerned his account of the ownership and development of Medica CloudCare and Medica Plus. His evidence vacillated between assertions of personal authorship and ownership, distinctions drawn between “authorship” and “economic exploitation,” and competing claims of ownership by HI Malaysia and HI Dubai.

152. When asked directly whether the November 2015 Licensing Agreement rendered HI Malaysia the owner of Medica CloudCare, he avoided giving a clear answer. Even following judicial intervention, he did not answer “yes” or “no,” instead referring to his personal ownership of HI Malaysia and to his role as author. This evasiveness materially detracts from the reliability of his evidence on a central issue.

153. Although his witness statements asserted that “Medica CloudCare is and always has been owned by HI Malaysia,” he could not reconcile that assertion with the terms or timing of the Licensing Agreement. He ultimately accepted, after intervention, that at the relevant time Medica CloudCare was not a sellable program. He also acknowledged that the licensing grant clause implied that ownership resided with him personally, yet he subsequently contradicted this position in oral evidence and did not seek to amend his written statement.

154. Similar difficulties emerged in relation to development timelines and asserted technical status for Medica CloudCare and Medica Plus. The commencement date of development shifted repeatedly—from 1998, to 1997, and then to late 1996—each revision attributed to lapses of memory. He accepted that two versions of his account could not both be correct, explaining this by reference to an asserted lack of opportunity to revise his statement.

155. More significantly, he accepted that although he knew when drafting his statement that Medica CloudCare had been created between 2012 and 2015, he nevertheless told the Court that he coded Medica CloudCare between 2016 and 2021 because he lacked documentary material to support earlier work. That evidence indicates that his account was shaped, at least in part, by reference to what he considered could be demonstrated by available documents, rather than reflecting an unqualified recollection of events. While this does not amount to a mere imprecision or lapse of memory, it materially qualifies the reliability of his evidence concerning chronology and authorship.

156. In relation to document authenticity and production, a number of explanations he advanced were inconsistent and, in material respects, not accepted. When confronted with conflicting Medica CloudCare registration certificates bearing the same date and reference number but identifying different rights holders, he maintained that both were genuine and sought to explain the discrepancy by reference to retrospective assignment practices. That explanation was unpersuasive, and he was unable to explain how two such certificates could legitimately coexist.

157. He produced files and videos without corresponding original materials capable of proper forensic inspection. Explanations attributing date anomalies to the extraction of zipped files were not accepted. Difficulties in producing underlying documents were variously attributed to the inaccessibility of old laptops, technical failures raised only when challenged, and partial or selective recovery of materials. Taken together, these matters undermine confidence in both the completeness of the production exercise and the reliability of the explanations advanced in support of it.

158. His explanations for the creation of contractual documents, including the Purchase Order, said to support HI Dubai, shifted between urgent cash flow needs, projected expenditure, and a “win-win” commercial arrangement. Invoices were presented as reflecting new development work when the relevant modules had already been developed; he accepted that such documents could mislead third parties.

159. Mr Shehata repeatedly asserted exclusive authorship and downplayed the role of HI Egypt programmers. However, when confronted with documents, tax records, and witness statements, he accepted that development work was undertaken by a broader team. His evidence relied on undefined “core” modules and unproduced “work for hire” contracts, while inconsistently acknowledging the use of templates sent to developers. These shifts further detract from the coherence of his account.

160. His handling of financial and corporate matters involved additional inconsistencies. He justified post removal transfers of company funds to personal accounts by reference to outdated resolutions or technicalities, asserted entitlement to salary or accruals not reflected in financial records, and did not inform the Claimants of those payments. He demonstrated a misunderstanding of basic disclosure obligations, including suggesting that transfer slips could substitute for bank statements, providing incomplete statements, and later claiming a misunderstanding. Responsibility was frequently attributed to accountants, solicitors, or banking staff.

161. Other contradictions concerned IP assignments and economic rights within Medica Plus, including alternating accounts of assignments, benefits, and share entitlements. When confronted with inconsistencies—relating to document authenticity, purchase orders, authorship, timelines, and technical matters—he often responded with evasions, digressions or defensiveness, sometimes requiring judicial intervention to refocus the questioning. He admitted misleading business partners and colleagues about software ownership and registration under perceived pressure, and acknowledged producing or modifying documents to address contemporaneous disputes.

162. Taken cumulatively, the matters identified substantially diminish the weight that can be given to Mr Shehata’s evidence. They demonstrate a pattern of evidence‑giving in which accounts were adjusted to suit perceived evidentiary constraints, explanations shifted under scrutiny, and precision gave way to expediency when challenged. While this does not lead the Court to reject all aspects of his evidence automatically, it does mean that his testimony cannot safely be relied upon as a primary or self‑standing source of fact on contested matters, particularly those bearing on ownership, authorship, or financial dealings. These matters are considered in more detail below.

D4. Concluding Observations on the Evidentiary Record

(1) Assessment of Plausibility

163. In determining the weight to be given to witness testimony, the Court also considers the plausibility of the account advanced. Evidence is more plausible where it is internally coherent, consistent with contemporaneous documents and neutral records, and aligned with the ordinary commercial, technical and organisational realities in which the events occurred. A plausible account typically reflects the limits of the witness’s role and knowledge, acknowledges uncertainty where appropriate, and does not require acceptance of improbable assumptions, unlikely coincidences, or behaviour inconsistent with established practice. Conversely, where an account is internally inconsistent, shifts materially under challenge, requires strained or unrealistic explanations, or conflicts without adequate justification with reliable independent evidence, its plausibility—and therefore its weight—is correspondingly diminished.

(2) Most reliable evidence

164. The parties presented a substantial body of witness and documentary material but no expert evidence. In assessing that material, the Court places particular emphasis on contemporaneous documents, neutral records, and witness recollection only to the extent that it is carefully delimited—that is, confined to matters the witness could reliably remember from personal observation, and not extended to reconstruction, speculation or advocacy.

165. Where a witness’s account depends primarily on memory and is unsupported—or contradicted—by reliable documents, the Court assigns reduced weight. Conversely, the Court gives significant weight to witness evidence that is corroborated by, or consistent with, contemporaneous documents or other reliable evidence, and that is plausible in light of the surrounding circumstances and the commercial and technical context. These principles inform the findings that follow.

E. Authenticity of the Licensing Agreement, the Purchase Order, and the Partner Reseller Certification

E1. Competing positions and issues for determination

166. The Defendants rely upon three documents — the Licensing Agreement dated 14 November 2015, the Purchase Order dated 5 July 2016, and the Partner Reseller Agreement dated 21 August 2017 — which they characterise as key instruments clarifying the contractual relationships between the parties, delineating ownership boundaries, and supporting their central contention that Mr Shehata is the sole author and owner of Medica CloudCare.

167. They contend, in substance, that the Licensing Agreement granted HI Malaysia a worldwide licence to use and sell Medica CloudCare for a ten year term while expressly retaining intellectual property ownership in Mr Shehata; that the Purchase Order evidences HI Dubai’s entitlement to financial compensation for development work while assigning all intellectual property rights to HI Malaysia; and that the Partner Reseller Agreement appointed HI Dubai as an authorised reseller in Saudi Arabia and the UAE, entitled to exploit Medica CloudCare economically but without ownership or authorship rights, which they contend remained with Mr Shehata and HI Malaysia.

168. The Claimants, by contrast, submit that each of these documents is not an authentic instrument at all, but rather a fabrication created after its purported date, specifically to support the Defendants’ position in the present litigation.

169. The Court must therefore determine whether the three documents are authentic in the sense that they were executed at or about the dates they bear and were intended, at that time, to create legal relations.

E2. Introduction and analytical approach

170. Authenticity is to be determined on the balance of probabilities, having regard to the consistency of the documents with each other and with contemporaneous materials, the existence (or absence) of any documentary footprint of negotiation and execution, the reliability of the witnesses called on these issues, and the objective plausibility of the parties’ narratives when tested against ordinary commercial practice.

171. For the reasons that follow, having considered the documentary record, the oral evidence, and the inherent probabilities, I am satisfied that none of the three documents is authentic. Each lacks the hallmarks of a genuine contemporaneous commercial instrument; each is unsupported by any reliable documentary trail; and each is irreconcilable with the others and with the reliable evidence concerning how Medica CloudCare was in fact developed, controlled and exploited.

E3. Matters common to all three documents

(1) Absence of contemporaneous evidence of negotiation, execution or existence

172. A striking and common feature of all three documents is the complete absence of any contemporaneous documentary evidence bearing on their alleged negotiation, entry into or execution. By a consent order made on 25 April 2025, the Court directed the Defendants to produce all documents between August 2015 and February 2016 relating to the negotiation, entry into, and execution of the Licensing Agreement. Notwithstanding the precision of that order, no documents of any kind were produced.

173. That failure is not neutral. These instruments are said to govern the ownership, licensing, development and commercial exploitation of a software product later generating substantial revenue. For agreements of that character — which on the Defendants’ own case were professionally prepared and legally significant — the complete absence of any emails, drafts, correspondence or internal records is inherently improbable. I draw the inference that no such materials exist because the documents themselves did not exist at the time they purport to bear.

(2) Late emergence during litigation

174. Each document surfaced for the first time only in these proceedings. The Claimants had never previously seen any of them. There is no credible explanation for why documents said to underpin the Defendants’ ownership narrative were never referred to, relied upon, or disclosed in the ordinary course of business. Their sequential appearance during the litigation weighs heavily in favour of the conclusion that they were created ex post facto, for forensic rather than commercial purposes.

(3) Mutual and structural inconsistencies

175. The three documents are not merely inconsistent at a semantic level; they are structurally irreconcilable.

176. The Licensing Agreement assumes that Medica CloudCare already existed and was capable of being licensed in early 2015. The Purchase Order proceeds on the opposite premise, commissioning the development of Medica CloudCare as though it did not yet exist. The Partner Reseller Agreement then purports to authorise HI Dubai to resell and otherwise commercially exploit Medica CloudCare, notwithstanding that the licence said to be granted under the Licensing Agreement is expressly non-transferable.

177. These contradictions go to the core assumptions of each document. They cannot be explained as drafting infelicities. Rather, they indicate that the documents were not created as part of a coherent transactional scheme, but were assembled retrospectively to support an evolving litigation narrative.

(4) Ownership narrative and timing

178. The evolution of the Defendants’ case on ownership — shifting between corporate ownership, Mr Shehata's personal ownership, and rights exercised by HI Dubai — aligns with the staged deployment of different instruments over time. In the absence of any real-time corroboration, this pattern strongly suggests post hoc rationalisation rather than contemporaneous commercial reality.

(5) Conflicts of interest and non-disclosure

179. At all material times, Mr. Shehata was involved on both sides of each transaction. He was a director and shareholder of HI Dubai and the sole director and shareholder of HI Malaysia. If genuine, each document represented a clear case of self-dealing.

180. There is no evidence that Mr Shehata ever disclosed these material conflicts to the other directors in accordance with the regulations, either at a board meeting or in writing. The absence of any disclosure records is consistent with the broader absence of contemporaneous documentation and further undermines the credibility of the asserted transactions.

(6) Adverse inferences

181. In these circumstances, I draw adverse inferences both from the Defendants’ failure to comply with a specific disclosure order directed to documents bearing on authenticity, and from the absence of any third-party evidence capable of corroborating the existence or execution of the documents. Those adverse inferences reinforce the conclusion that the documents are not genuine.

E4. The Licensing Agreement

182. The Licensing Agreement dated 14 November 2015 was first produced only as an exhibit to Mr Shehata’s second witness statement. The Claimants credibly testified that they had never seen it previously, and Mr Shehata did not suggest otherwise.

183. The absence of supporting material is particularly striking given Mr Shehata’s evolving explanations. In cross-examination, he initially claimed that the agreement was made and signed during a single visit to Malaysia in November 2015, and that no drafts or emails existed. When shown an annex dated 6 March 2015, his story changed: he then said his lawyer drafted the agreement in March 2015, that drafts did exist, and that the earlier date was kept by mistake. His explanation of how drafts were shared — whether electronically, in person, or via USB drive — changed again before he finally suggested that the materials might have been lost when a laptop was stolen years later. None of these reasons was backed by any documentary evidence, nor did they satisfactorily explain the complete failure to meet the Court’s disclosure order.

184. I do not accept that account. The shifting explanations, introduced only when difficulties emerged in cross-examination, materially undermine the reliability of Mr Shehata’s evidence. I infer that no such drafts or communications ever existed because the Licensing Agreement itself was not created at or about the date it bears.

185. Substantively, the Licensing Agreement is also incompatible with the evidence I accept from the developers, including Mr El Shami and Mr Al Shanawy, that Medica CloudCare was not developed in 2015 but in 2016. I therefore reject the premise that Medica CloudCare already existed in 2015.

186. Further, the Licensing Agreement treats Medica CloudCare as a single, indivisible work wholly owned by Mr Shehata, notwithstanding his later attempts to distinguish between “core” and other modules. Even on its own terms, it grants only a non-exclusive, non- transferable licence, inconsistent with the way Medica CloudCare was in fact marketed and distributed.

187. For these reasons, the Licensing Agreement is not an authentic contemporaneous instrument and was created later, for the purposes of this litigation.

E5. The Purchase Order

(1) Indicia inconsistent with contemporaneous execution

188. The Purchase Order dated 5 July 2016 shows the same flaws as the other contested documents, along with additional signs that it was not executed at the same time. It was only produced during these proceedings and lacks supporting evidence of negotiation, approval, or execution.

189. The document presumes that Medica CloudCare did not yet exist, directly contradicting the premise of the Licensing Agreement. Additionally, the appearance of the HI Dubai stamp — including its white border and alignment — suggests digital insertion rather than physical application. The timing of invoicing and payments is significantly inconsistent with the urgency or milestone-based commissioning arrangement, which the document claims to record.

190. The transaction claimed is also commercially unlikely. The Purchase Order supposedly transferred valuable rights in Medica CloudCare to an entity entirely owned by Mr Shehata for AUD 1 million at a time when HI Dubai was not in financial trouble and had paid dividends. Mr Shehata’s explanations for the transaction were contradicted by contemporaneous financial evidence and were unconvincing.

(2) Absence of performance as evidence of inauthenticity

191. In assessing the authenticity of the Purchase Order, the Court has also considered whether the arrangements it purports to record were ever performed. That question is not independent of authenticity. In circumstances such as the present, the absence of any performance of the arrangements described is itself a powerful indicator that the document is not a genuine contemporaneous instrument, but a later fabrication or reconstruction.

192. The Purchase Order purports to evidence a substantial commissioning transaction, by which HI Dubai was required to develop and deliver to HI Malaysia by the end of 2016, a completed web browser based hospital and clinical information system branded as Medica CloudCare, including specified modules, sub modules, user interface frontend, server side backend, software tools and framework platforms, with payment conditional upon testing, acceptance and delivery of source code.

193. If such a transaction had genuinely been entered into in July 2016, one would expect to see clear contemporaneous evidence of performance: delivery of the software, testing, acceptance, handover of source code, or at least documentary confirmation that the contractual milestones contemplated by the Purchase Order had been met. No such evidence exists. There is no reliable contemporaneous document evidencing delivery of Medica CloudCare to HI Malaysia by the end of 2016; no evidence of acceptance testing; no acceptance sign off; and no evidence of delivery of source code in accordance with the conditions expressed on the face of the document. Given the scale of the purported transaction and the nature of the deliverable, that absence is striking.

194. The Court places particular weight on Mr Shehata’s own admissions in cross- examination concerning the status of Medica CloudCare at the time of the Purchase Order. He accepted that, as of mid-2016, Medica CloudCare was “not even a sellable program” and that significant further work remained before it could be marketed or delivered as a finished system. That admission is irreconcilable with the proposition that the Purchase Order reflected a contemporaneous agreement for delivery of a completed system by the end of 2016.

195. The contemporaneous material relied upon by the Defendants does not assist them. The emails, spreadsheets, WhatsApp messages, and progress reports instead demonstrate ongoing development activity well beyond 2016, including the redevelopment and migration of Medica Plus functionality, the conversion of interfaces, and continued work on modules and integrations. That material is consistent with Medica CloudCare being under development, not with it having been completed, delivered and accepted pursuant to the Purchase Order.

196. The timing and structure of invoicing and payment further undermine the authenticity of the document. Although the Purchase Order is dated early July 2016, the invoices relied upon by Mr Shehata were raised months later, and the payments said to have been made “towards” those invoices were not made until October 2017 and February 2018, more than a year after the contractual delivery date. That chronology is inconsistent with a genuine commissioning arrangement performed in 2016 with payment contingent upon acceptance of completed work.

197. The Court also accepts the Claimants’ reliance on HI Dubai’s contemporaneous financial statements, signed by Mr Shehata, which show that HI Dubai was not in financial distress at the relevant time and paid dividends in both 2016 and 2017. That evidence contradicts Mr Shehata’s evolving explanations for the existence of the Purchase Order and further supports the conclusion that the asserted commercial rationale for the document was reconstructed after the fact.

198. Nor does the suggested limitation of the Purchase Order to “certain modules” withstand scrutiny. The language of the document is broad. It refers to the development of the hospital and clinical information system, including the listed applications, sub-modules, tools, and platforms, and states that HI Malaysia had chosen to brand “the software resulting from the delivered services” as Medica CloudCare. The natural reading of that wording is that the document purported to cover Medica CloudCare as an integrated system. Based on Mr Shehata’s own evidence regarding the state of development in 2016, that proposition cannot be maintained.

199. Finally, the Court has considered the documentary evidence relied upon to link later payments to the Purchase Order. The bank statements produced are redacted without adequate explanation; the amounts do not align cleanly with the invoiced sums absent handwritten annotations; and the payments occur long after the alleged performance. Considering the Court’s findings as to Mr Shehata’s reliability and his use of documents generally, the Court is not prepared to infer that those payments evidence performance of the Purchase Order.

200. These matters are not relied upon in isolation. Evaluated cumulatively, the complete absence of performance — viewed against the nature of the transaction asserted, the admissions as to the development status of Medica CloudCare, the timing of invoicing and payment, the contemporaneous financial evidence, and the deficiencies in the supporting documentation — strongly supports the conclusion that the Purchase Order did not exist as a genuine operative instrument at the time it bears.

(3) Conclusion

201. Evaluated cumulatively — having regard to the indicia inconsistent with contemporaneous execution identified above, the complete absence of any performance of the arrangements the document purports to record, the admissions as to the development status of Medica CloudCare in 2016, the timing and structure of invoicing and payment, the contemporaneous financial evidence, and the deficiencies in the supporting documentation — I find that the Purchase Order did not exist as a genuine operative instrument at the time it bears.

202. I therefore find that the arrangements referred to in the Purchase Order were not performed, and that this absence of performance is not merely a failure of execution, but probative evidence that the document itself was not a contemporaneous, authentic instrument and was not intended at the relevant time to create legal relations.

203. For these reasons, and consistently with the conclusions expressed in Section E7 below, the Purchase Order was created after the date it bears and did not operate as a genuine contemporaneous contract.

E6. The Partner Reseller Agreement

204. The Partner Reseller Agreement is, on the Defendants’ own case, not a contract but merely a certificate. It is not signed by HI Dubai, is unsupported by any underlying agreement, and refers to contractual arrangements Mr Shehata admitted did not exist.

205. It is inconsistent with the Licensing Agreement, lacks any contemporaneous documentary footprint, and is incapable of conferring the rights it purports to describe. I am satisfied that it was not intended at the relevant time to create legal relations and is an after-the-event artefact.

E7. Conclusion

206. Evaluated cumulatively—considering the internal inconsistencies among the documents, the lack of any contemporaneous documentary evidence, the specific non- compliance with a targeted disclosure order, the unreliable and fluctuating nature of Mr Shehata’s evidence, and the objective implausibility of the transactions claimed — I find that the Licensing Agreement, the Purchase Order, and the Partner Reseller Agreement are not genuine contemporaneous instruments. Each was created after the date it bears and was not intended to have legal effect at that time.

207. The Claimants’ challenge to the authenticity of these documents therefore succeeds.

F. The Creation and Development of Medica CloudCare

F1. Introduction

208. The pleadings in these proceedings do not assert a standalone claim for relief regarding ownership of intellectual property rights in the Medica CloudCare software. The ownership issue arises incidentally and for a specific purpose within the context of the Claimants’ pleaded challenges to the Assignment Agreement and related transactions under Regulation 79 of the Regulations. The Claimants started proceedings seeking, firstly, a declaration or an order to the same effect confirming that Mr. Shehata had been replaced by Mr. El Shafaei as General Manager of HI Dubai. Secondly, they sought orders under Regulation 79.6 to set aside the Assignment Agreement and to direct Mr. Shehata to account to HI Dubai for any profit, gain, or benefit resulting from it. In response, Mr. Shehata argued that no conflict of interest could arise concerning the Assignment Agreement or the alleged Purchase Order, as these instruments did not transfer any rights owned by HI Dubai, given that HI Dubai had never possessed intellectual property rights in Medica CloudCare. The Claimants, in turn, contended that HI Dubai did hold such rights. Although the dispute over ownership is therefore joined on the pleadings, neither party seeks, in its prayers for relief, any order ultimately determining the ownership of Medica CloudCare.

209. For the purposes of disposing of the issues that properly arise in these proceedings, and not as the determination of any free‑standing intellectual property dispute, it is therefore necessary to consider the evidence concerning the creation, development and authorship of Medica CloudCare insofar as those matters bear upon the claims for relief advanced under Regulation 79.

210. The dispute concerning the authorship and development of Medica CloudCare is, at its core, a factual conflict. Mr Shehata’s account differs sharply from the evidence given by the Claimants’ witnesses, producing two markedly divergent narratives as to how Medica CloudCare was conceived, developed, and owned.

F2. The Claimants’ Case on the Authorship and Development of Medica CloudCare

(1) Overview of the Claimants’ Position

211. The Claimants contend that Medica CloudCare was not authored by any single individual. Rather, it was developed through a structured, collaborative process carried out by employees of HI Egypt and Al Khaleej in the course of their employment, under the direction of HI Dubai. On this account, Medica CloudCare is the modernised, cloud‑based successor to Medica Plus. It was created through the systematic migration and redevelopment of Medica Plus modules, workflows, and business logic into new technologies—principally HTML5 and .NET—and into a multi‑hospital, cloud‑oriented architecture. This process involved technical conversion, business analysis, and iterative enhancement driven by customer requirements.

(2) Evidence of Team‑Based Development

212. The Claimants rely on the evidence of Mr El Shami, Mr Beshir, Ms Heggy, and Mr Al Shanawy. Each testified that Medica CloudCare was developed by a team of developers rather than by a single author. Developers were allocated responsibility for specific modules or functions, which were either converted from VB6 to HTML5/.NET or redeveloped where direct porting was not feasible. Development therefore proceeded through two principal pathways—direct migration or redevelopment from scratch— depending on the nature of the module. Developers worked on a shared, integrated codebase, with components handed off among team members as staffing levels and priorities changed.

(3) December 2016 Documentation and Progress Tracking

213. A central plank of the Claimants’ case is a body of contemporaneous documentation from December 2016, which they submit demonstrates the collaborative and centrally managed nature of the development process.

214. On 18 December 2016, following a team meeting at which it was agreed to commence work on Medica CloudCare, the project leader, Mr Tamer Farhan, circulated an email attaching a spreadsheet entitled “Medica Plus multitenancy single instance project – work progress”. He instructed each developer to complete their allocated section and return the spreadsheet on the same day.

215. The spreadsheet contained fields for the developer’s name, assigned modules or functions, descriptions of those functions, the programming languages involved (VB6, HTML5, .NET), development or conversion status, and detailed technical notes. Developers were required to identify whether modules were completed, in progress, or pending. Developers, including Mr Al Shanawy and Mr Wael Sultan, completed and returned their spreadsheets and undertook to provide ongoing updates. Mr El Shami confirmed that the spreadsheet tracked the conversion status of each module and identified the responsible developer.

216. On 20 December 2016, Mr Farhan issued further instructions requiring developers to enter due dates, obtain review and approval from the Technical Manager, Eng. Ahmed Saleh, and update the source‑code repository before completing work. The Claimants submit that this demonstrates centralised technical oversight and a structured reporting hierarchy.

217. On 24 December 2016, Mr Farhan circulated a consolidated master progress report. This report aggregated all individual submissions into a single document summarising each developer’s deliverables, deadlines, module status, outstanding issues, and priorities, and identifying the developers responsible for each area of work. The Claimants say this evidences a coordinated, team‑based development process conducted under managerial direction.

(4) The Role of Mr Shehata

218. The Claimants submit that the documentary record shows a clear reporting chain in which developers reported to project leaders and technical management, not to Mr Shehata in any capacity as a developer. They rely on WhatsApp messages and internal emails demonstrating that Mr Shehata sought progress updates, allocated tasks, and monitored deadlines. They contend that this conduct is consistent with a managerial or supervisory role, rather than with personal authorship or coding. Notably, none of the progress spreadsheets, reports, or submissions identifies Mr Shehata as a developer or contributor of source code.

(5) Tools Cited by Mr Shehata

219. The Claimants address Mr Shehata’s reliance on tools such as Dynadox and Rules@Work, which he claims to have authored. Witnesses testified that these tools functioned as form‑building or template‑creation utilities and did not constitute or generate the substantive clinical modules of Medica CloudCare, such as pharmacy, radiology, or laboratory modules. The Claimants argue that this reinforces the conclusion that the core development work was undertaken by the development teams rather than by Mr Shehata personally.

(6) Project Timeline and Organisational Context

220. According to the Claimants, formal development of Medica CloudCare commenced in

2016 following cloud‑system training, with implementation beginning in 2017. Development teams initially operated from Saudi Arabia and were later relocated to Egypt. Development continued thereafter, with ongoing updates and enhancements responsive to market requirements.

221. The Claimants further submit that developers understood their work to be company property and that modules and code routinely passed between employees as personnel changed. Documentary evidence—including INTEROCO certificates, financial documentation, and corporate records—together with statements made by Mr Shehata himself, identify HI Dubai as the owner of Medica CloudCare.

(7) Challenge to Documents Produced by Mr Shehata

222. The Claimants contend, and I have found, that documents produced by Mr Shehata to support his claim of sole authorship—namely the Licensing Agreement, the Purchase Order, and the Partner Reseller Certification—were fabricated for the purposes of this litigation.

(8) Legal Characterisation of Medica CloudCare

223. The Claimants rely on Egyptian and UAE law, under which software created collaboratively by employees under company direction constitutes a collective work owned by the employer. They submit that Medica CloudCare falls squarely within that definition. Witness testimony confirms that employees understood their work to belong to the company and that the software was developed and maintained as a corporate asset.

(9) Summary of the Claimants’ Case

224. In summary, the Claimants’ case is that Medica CloudCare was authored and developed through a comprehensive, collaborative process carried out by employees of HI Egypt and Al Khaleej under the managerial direction of HI Dubai. It is a collective corporate work, not the creation of any single individual, including Mr Shehata.

F3. Consideration of the Claimants’ case

(1) Principal fact witnesses

225. The principal fact witnesses called by the Claimants in relation to the creation and development of Medica CloudCare are Ms Heggy, Mr Al Shanawy, Mr Beshir, and Mr El Shami, as set out above. I have considered the evidence of each of those witnesses and find them credible and reliable regarding the nature, practical development, and evolution of Medica CloudCare, and regarding the work they undertook on it.

(2) Team development by Al Khaleej and HI Egypt employees

226. The evidence depicts Medica CloudCare as the product of a distributed development programme involving teams based at Al Khaleej (Saudi Arabia) and HI Egypt, rather than the work of a single author. Contemporaneous project records—including progress spreadsheets, emails, and WhatsApp communications—show tasks being allocated among multiple developers, with modules and workflows tracked and updated over time. These materials record named individuals responsible for specific components and reflect an organised, team‑based redevelopment effort.

227. The evidence also records that development activity initially involved Al Khaleej staff and later continued through the HI Egypt development centre, with personnel and expertise integrated across locations as the project progressed.

(3) Employee contribution of source code and other technical work

228. The evidence records that employees at Al Khaleej and HI Egypt undertook source‑code development and other core technical work integral to Medica CloudCare. This included analysis of legacy Medica Plus functionality, allocation of modules among developers, conversion of modules from VB6 to HTML5 and other modern technologies, re‑engineering of workflows, implementation of multitenancy, testing, and ongoing enhancement.

229. Two principal evidentiary streams support this.

230. First, developer evidence: The evidence from the HI Egypt staff describes direct, hands on technical work on developing modules and platform features, including converting Medica Plus components into Medica CloudCare and coding in updated technologies. That evidence identifies a division of labour across developers and describes coordinated technical activity rather than isolated or peripheral involvement.

231. Secondly, Contemporaneous technical and project documentation: Progress spreadsheets and management documents record module‑level redevelopment, developer assignments, and tracked progress. They document activities such as the conversion of Medica Plus modules from VB6 to HTML5 and other redevelopment work associated with cloud architecture and multitenancy. These records reflect platform‑level development activity, not merely client‑specific implementation.

232. The scale and complexity reflected in these materials—numerous interdependent modules and shared services—are consistent with development by a team and not with sole authorship.

(4) HI Dubai funding and oversight

233. There is substantial documentary evidence that HI Dubai funded software development activities carried out by HI Egypt. The strongest evidence is found in HI Dubai’s audited financial statements, each signed by Mr. Shehata, recording significant sums paid for ‘Software development in Egypt’. Mr. Shehata confirmed during cross-examination that this referred to HI Egypt. The amounts paid annually include, for example, circa AED 1.17 million (YE 2013), circa AED 947,000 (YE 2016), circa AED 646,000 (YE 2017), circa AED 157,000 (YE 2018), circa AED 913,000 (YE 2019), circa AED 1.27 million (YE 2020), circa AED 1.44 million (YE 2021), and circa AED 19,000 (YE 2022). These statements are formal, audited corporate documents that provide direct evidence of HI Dubai’s consistent funding of HI Egypt for software development during the period when Medica Plus and Medica CloudCare were being developed.

234. This evidence is further corroborated by HI Egypt’s audit reports, the Memorandum of Association, and the tax card, all of which confirm its core business activity as software design and development. Audit reports state explicitly: ‘The company’s core business involves the design and development of integrated programmes and systems.’ The Memorandum of Association and tax card reinforce this, recording HI Egypt's activity as ‘Designing and developing software.’

235. Contemporaneous emails, spreadsheets, and internal communications further show managerial oversight, task allocation, and progress monitoring. These materials depict development activity being directed and coordinated at a managerial level, with oversight distinct from hands‑on coding.

236. Corporate and operational records also show a functional division in which HI Dubai operated as the commercial and managerial centre, while HI Egypt operated as the principal development centre.

(5) Ownership of Medica CloudCare

237. Registration and attribution documents identify HI Dubai as the legal owner of Medica CloudCare, and business records consistently treat the software as company property rather than the work of any individual. Commercial exploitation, internal correspondence, and corporate practices attribute the intellectual property to the Health Insights group.

F4. The Defendants’ Case

(1) Mr Shehata’s Account of Authorship and Development

238. The Defendants’ case rests almost entirely on the evidence of Mr Shehata, which they say is corroborated by supporting documents. Mr Shehata describes the creation of Medica CloudCare as a multi‑stage undertaking personally led by him, involving technical innovation, the transfer of earlier frameworks, ongoing module development, and layered commercial arrangements.

239. He asserts that the origins of Medica CloudCare lie in early 2012, when he began work on a prototype using Silverlight and Windows Presentation Foundation, later shifting to HTML5 and C#. In cross‑examination, he clarified that only a mock‑up phase occurred in 2012 and that substantive development began in late 2012 or early 2013, with most modules completed by 2015. He accepts that earlier witness statements placing development between 2016 and 2021 were mistaken, attributing the errors to difficulties accessing documentation stored on obsolete hardware. The name “Medica CloudCare” was conceived around 2015, as reflected in agreements and domain registrations from November that year, and the system became market‑ready only after further development and integration through 2016 and beyond.

240. Technically, Mr Shehata describes Medica CloudCare as a cloud‑based, service‑oriented architecture supporting multi‑hospital deployment, using HTML5 for responsive design and leveraging platforms he authored—Dynadox and Rules@Work— to enable rapid module creation, tailoring, and migration from Medica Plus. He accepts that while some simple modules could be migrated, more complex modules required redevelopment using newer frameworks.

(2) Claimed Personal Authorship and Ownership

241. Mr Shehata consistently asserts personal authorship and ownership of the intellectual property in Medica CloudCare. He emphasises his role in designing the technical architecture and programming core frameworks, while acknowledging that independent programmers—such as Dr Wael Hegazy and others contracted since 1999—contributed to specific features, particularly in security and encryption. He claims these contributors worked under “work for hire” arrangements, although no such contracts were produced.

242. He further states that teams from HI Egypt, HI Malaysia, and Al Khaleej were responsible only for configuration, integration, implementation, testing, training, and deployment, rather than for authorship of core modules. He draws a distinction between core development and the creation or configuration of modules using his platforms, likening the latter to using Excel to create spreadsheets rather than writing Excel itself.

(3) Commercialisation and Licensing

243. According to Mr Shehata, although core development was largely complete by 2015, Medica CloudCare continued to evolve after 2016 with the addition of new modules, features, and integrations. Deployment and implementation in Saudi Arabia began around 2019–2020, with purchase orders and certifications referring to Medica CloudCare from late 2019 onwards.

244. He asserts that he initially owned Medica CloudCare and licensed it to HI Malaysia in November 2015 under the Licensing Agreement, granting HI Malaysia full economic rights without transferring ownership. He says that HI Dubai later received a partner reseller certificate authorising distribution and implementation, but not ownership.

(4) Summary of the Defendants’ Case

245. In summary, Mr Shehata characterises Medica CloudCare as his personal innovation, developed from 2012 onwards, commercialised through licensing to HI Malaysia, and expanded through continuous module development. He recognises contributions from teams involved in configuration and implementation but maintains exclusive authorship of the underlying platforms and core modules, and personal ownership of the intellectual property.

F5. Consideration of the Defendants’ Case

(1) General Assessment of Mr Shehata’s Evidence

246. As explained earlier in this judgment, I found Mr Shehata to be an unsatisfactory witness. His evidence was characterised by repeated contradictions, shifting explanations, evasiveness, and misleading or plainly incorrect statements. These difficulties were not confined to peripheral matters but went to the heart of the dispute. I therefore do not rely on his evidence where it is inconsistent with contemporaneous documents or other reliable material, except where the surrounding context and corroborative evidence make his account sufficiently compelling to be accepted.

(2) The Demo Video and Associated Metadata

247. The Defendants contend that Mr Shehata produced incontrovertible technical materials establishing his authorship of Medica CloudCare. They rely on a collection of source‑code directories, file‑level metadata, and a functioning web‑based demonstration said to date from 2012 to 2014. Those materials, they submit, predate the Claimants’ case that development of Medica CloudCare began in 2016 or 2017, and therefore establish both the timing and authorship of the system.

248. According to the Defendants, the demonstration is launched from an HTML file (index.html) and includes directories such as “assets” and “fonts”. Screenshots and directory listings are said to show Microsoft Silverlight (.xaml) and C# (.cs) files bearing authorship and modification dates from early 2012. The Defendants argue that these directories feed directly into the demonstration, that the demonstration represents an operational implementation of the underlying codebase, and that the integrated presentation of functioning software and metadata constitutes a comprehensive evidentiary record of early authorship of Medica CloudCare.

249. The probative value of this material depends not merely on whether it demonstrates the existence of some early technical work, but on whether that work is shown to be connected to the Medica CloudCare system ultimately produced. The critical question is whether the demo and associated files form part of the genesis of Medica CloudCare itself, rather than being antecedent, exploratory, or abandoned technical exercises.

250. In cross‑examination, Mr Shehata accepted that the video does not show Medica CloudCare. He described what was shown as a “mock‑up” or “prototype” created while experimenting with Microsoft Silverlight technology.

251. He further agreed that none of the files shown in the video were incorporated into Medica CloudCare. Those admissions materially weaken the Defendants’ assertion that the demo evidences the origins of Medica CloudCare in the sense of an operational implementation of the system.

252. Consistently with those admissions, when pressed in cross‑examination Mr Shehata again characterised the work shown as a “mock‑up”. He explained that it was an early effort in which he was “trying to utilise Silverlight technology from Microsoft to experiment with different technology”. He also described it as a “prototype”. He then sought to amend his witness‑statement evidence (“I developed a mockup of MCC between 2012 and 2015”) to say instead that he developed the mock‑up in 2012 and began developing the “actual MCC” from the beginning of 2013 until 2015.

253. Taken together, the characterisation of the material in cross‑examination as a mock‑up or prototype created in the course of technology experimentation sits uneasily with the Defendants’ submission that the demo should be treated as “the working demo for a web‑based system that D1 had produced in 2014”, as stated in their written closing submissions, or as “a working demo of MCC” or “evidence of a demo of MCC that existed in 2014”, as Mr Docherty submitted in oral closing submissions.

254. The Defendants’ authorship case depends critically on establishing a demonstrable connection between the demo video, the associated files and metadata, and Medica CloudCare as ultimately produced. It is not sufficient to show that Mr Shehata engaged in early technical work, or that he produced software artefacts at an earlier date, unless those artefacts are shown to form part of Medica CloudCare or its development lineage.

255. In light of Mr Shehata’s concessions in cross‑examination, that connection has not been established. He accepted that the video does not show Medica CloudCare, that the work depicted was a mock‑up or prototype, and that none of the files shown in the video were incorporated into Medica CloudCare. Those concessions are inconsistent with the Defendants’ submission that the demo represents an operational implementation, or an early working version, of Medica CloudCare.

256. The repeated characterisation of the work as a mock‑up or prototype created while experimenting with Microsoft Silverlight materially limits its probative value. A mock‑up or prototype may evidence experimentation, technical skill, or conceptual exploration, but it does not, without more, establish authorship of a later system. Where, as here, the author accepts that the prototype was not carried forward into the final product, it cannot be treated as evidence of authorship of that product.

257. The file‑level metadata relied upon by the Defendants suffers from the same difficulty. Metadata may corroborate the timing and authorship of the files to which it relates, but it does not advance the Defendants’ case unless those files are shown to be part of Medica CloudCare. Once it is accepted that they are not, the metadata proves only that Mr Shehata created some software artefacts at an earlier time, not that he authored Medica CloudCare or any material part of it.

258. The Defendants’ closing submissions, which characterise the demo as “the working demo for a web‑based system that D1 had produced in 2014”, or as “a working demo of MCC” or “evidence of a demo of MCC that existed in 2014”, depend upon a factual premise that Mr Shehata himself disavowed in cross‑examination. In those circumstances, the Court must prefer the sworn evidence over the submissions advanced on the Defendants’ behalf.

259. Mr Shehata’s attempt to re‑frame his witness‑statement evidence by distinguishing between a mock‑up developed in 2012 and the development of the “actual MCC” from 2013 to 2015 does not cure the evidentiary deficiency. That re‑characterisation is not supported by contemporaneous evidence linking the demo or the files shown in the video to Medica CloudCare, and it remains the case that the demo materials themselves are not part of the system in issue.

260. Accordingly, while the evidence may establish that Mr Shehata undertook early software experimentation and produced a Silverlight‑based mock‑up in or around 2012, it does not establish that Medica CloudCare existed in a working form at that time, nor that Mr Shehata authored Medica CloudCare by reference to that material. The demo video, associated files and metadata do not provide reliable evidence of the timing or authorship of Medica CloudCare as pleaded.

(3) Managerial Responsibility as Evidence of Authorship

261. The Defendants also rely on evidence that Mr Shehata was “responsible for developing” Medica CloudCare, including its licensing and protection systems. In my view, this language is ambiguous and, in a corporate context, is equally consistent with managerial oversight, strategic direction, and commercial control. Control over licensing, activation, and contractual arrangements does not establish personal authorship of source code. These matters demonstrate managerial responsibility, not creative authorship.

262. When the evidence is examined more closely, it supports the conclusion that Mr Shehata’s role was one of direction and supervision rather than technical creation. The Claimants’ witnesses consistently described Mr Shehata as actively involved in managing and overseeing the development of Medica CloudCare, but not as a technical developer or coder. The evidence of Mr Al Shanawy and Mr El Shami shows that Mr Shehata exercised managerial oversight by engaging directly with developers to request progress updates, lists of modules, source code, screenshots, and reports, often via WhatsApp. They described him coordinating the review of code by other engineers, collecting deliverables, and seeking verification that work had been completed. These activities, while hands-on in a managerial sense, are characteristic of project supervision rather than software authorship.

263. Mr Beshir’s evidence was similar. He explained that Mr Shehata did not write code, but was responsible for coordinating with technical teams, requesting status updates, reviewing deliverables, commenting on module progress, and giving instructions on template adaptation and preparing for demonstrations. The WhatsApp exchanges at the time support this, showing Mr Shehata assigning tasks, checking demonstration requirements, and passing customer needs to developers. These messages show ongoing oversight and coordination, not creative coding skills.

264. The documentary evidence reinforces this distinction. Emails and internal communications show Mr Shehata allocating tasks, delegating responsibilities, and making decisions about workload and personnel. Project progress was tracked through spreadsheets and update reports that identified developers, assigned modules, and recorded progress. The development progress report spreadsheet (E/83.20) lists who worked on which components and records Mr Shehata seeking updates and module lists, demonstrating close supervision of day-to-day progress. Again, these are indicia of management and control, not of personal authorship of the underlying code.

265. Ownership and registration documents point in the same direction. INTEROCO certificates and collaboration agreements bearing Mr Shehata’s signature record intellectual property and commercial arrangements and reflect his leadership role within HI Dubai. They support the conclusion that the development of Medica CloudCare was directed and supervised under his management, but they do not establish that he personally created the software.

266. Accordingly, while the Defendants’ description of Mr Shehata as “responsible for developing” Medica CloudCare is not incorrect, it is important to understand that responsibility in its proper context. The evidence establishes that, as managing director of HI Dubai, Mr Shehata directed, supervised, and controlled the development process, including licensing and commercial aspects. It does not establish that he personally authored the source code or that he was the sole or original creator of the software itself.

(4) The “No Technical Evidence” Argument

267. The Defendants submit that the Claimants’ case must fail for lack of technical evidence, pointing to the absence of disclosed source code, expert reports, and formal development artefacts. I reject that submission. Authorship is a question of fact to be determined on all the evidence. Here, the Claimants provided credible explanations for the scarcity of technical artefacts, including evidence that Mr Shehata removed or withheld documentation.

268. The Claimants’ oral testimony, supported by contemporaneous business records, provides a coherent and credible account of collaborative development activity.

(5) Chronology and Documentary Instruments

269. The Defendants rely on documents said to be contemporaneous to support their chronology of Medica CloudCare's development. They submit that the Licensing Agreement, the Purchase Order, the Partner Reseller Certification, and the mock-up video, said to depict early iterations of Medica CloudCare, demonstrate that Medica CloudCare was developed earlier than the timeline advanced by the Claimants and that it was a continuation of work undertaken by Mr Shehata following the development of Medica Plus.

270. I reject the authenticity of the Licensing Agreement, the Purchase Order, and the Partner Reseller Certification for the reasons I have stated above. The demo does not support the Defendants’ chronology for the reasons I have stated above. Accordingly, the documents relied upon by the Defendants do not establish the chronology of development of Medica CloudCare that they contend.

(6) Core Development versus Customisation

271. The Defendants contend that Mr Shehata was the sole author of the “core” of Medica CloudCare and that HI Egypt personnel were involved only in later client‑specific customisation. On that basis, they submit that the Claimants conflate core authorship with downstream implementation.

272. That contention rests on the assumption that a single engineer authored a stable “core”, with others confined to peripheral adjustments. This assumption is difficult to reconcile with the evidence of the Claimants’ witnesses, whose honesty was not challenged and who described direct involvement in coding substantive modules and platform features. Their accounts were specific as to the work undertaken—including receipt of legacy Medica Plus source code, workflow revision, and re‑coding in updated technologies— and were consistent with the project materials. No persuasive basis emerged to doubt that evidence.

273. The contemporaneous progress spreadsheets and management documents from late 2016 record the conversion of Medica Plus modules from VB6 to HTML5 and the development associated with multitenancy. These are platform defining activities, not client specific implementation. The documents serve as development-tracking records, assigning modules and workflows to developers and tracking progress within a coordinated re engineering programme necessary to produce Medica CloudCare. They are inconsistent with a clear division between a pre existing core and subsequent customisation.

274. Medica CloudCare is described as modular and interdependent; “core” and “module” are not discrete categories; architecture, shared services, multitenancy, and module interfaces were developed together. The Defendants’ attempt to isolate a unitary “core” authored solely by Mr Shehata, without clear support in the contemporaneous records, reflects a post‑hoc segmentation not borne out by the development process.

275. I therefore reject the Defendants’ contention that Medica CloudCare comprised a discrete “core” authored solely by Mr Shehata, with HI Egypt personnel confined to client‑specific customisation. That distinction is not supported by the evidence.

(7) Foreign Judicial Decisions

276. The Defendants place reliance on two foreign judicial decisions—one of the Cairo Economic Court and one of the Riyadh Commercial Court—which they submit are inconsistent with the Claimants’ case that HI Dubai owns the copyright in Medica CloudCare. They contend that those decisions rejected claims advanced on behalf of HI Egypt or HI Dubai and instead recognised Mr Shehata, or an entity associated with him such as HI Malaysia, as the owner of the relevant intellectual property.

277. The proceedings in Egypt and Saudi Arabia provide little assistance in determining authorship or ownership of the Medica CloudCare software. The parties, issues, and legal frameworks differed, and neither court examined the technical or factual matters relevant to authorship or copyright. The Egyptian case focused on trademark registration, while the Saudi case addressed standing and contractual capacity. Neither engaged with the detailed evidence presented in this Trial. Accordingly, those decisions do not meaningfully support Mr Shehata’s claimed authorship or ownership, nor do they undermine the Claimants’ case that HI Dubai owns the software under the applicable law

(8) Disclosure and Adverse Inferences

278. The Defendants argue that the Claimants failed to comply with court-ordered disclosure concerning the authorship and development of Medica CloudCare. They submit that no source code, native technical files, development artefacts, version control history, or contemporaneous technical communications were produced, despite the Claimants’ assertion that the platform was developed over two years by a large team within HI Egypt. The only technical materials disclosed were two spreadsheets covering two days of work.

279. The Defendants submit that these omissions are inconsistent with the Claimants’ account of a substantial, centrally managed development project. They seek adverse inferences that the non-disclosure was deliberate, that the missing materials would undermine the Claimants’ case, and that they would support the Defendants’ position that Mr Shehata is the true author and owner of Medica CloudCare.

280. The Claimants did not produce source code, native files, development artefacts, version‑control records, or contemporaneous technical communications. Those omissions are not insignificant. However, they were explained on the basis that Mr Shehata controlled, removed, or withheld the relevant systems and materials, and that explanation was not challenged in cross‑examination.

281. Defence counsel did not put to either Mr Albulaihid or Mr El Shafaei any allegation of deliberate suppression or bad faith non‑disclosure. In those circumstances, and consistently with principles of procedural fairness, no finding of intentional withholding can properly be made, and no strong adverse inference is drawn as to what the missing materials would have shown.

282. The absence of technical artefacts nevertheless constitutes an evidential gap. I have taken that gap into account in the overall assessment of the evidence. Its effect is to limit the level of technical granularity with which the Court can reconstruct the precise mechanics of the development process. It does not, however, undermine the core factual findings as to how Medica CloudCare was created.

283. Those core findings rest on a substantial body of contemporaneous project documentation— including progress spreadsheets, emails, and management reports— and on the consistent evidence of multiple independent witnesses directly involved in the development work. Taken together, that evidence provides a coherent, credible, and corroborated account of collaborative development undertaken by teams under corporate direction. The evidential gap therefore affects detail, not substance, and does not displace the conclusions properly drawn from the evidence that is available.

284. Authorship and ownership must accordingly be determined by reference to the evidence properly before the Court, assessed as a whole.

F6. Findings of Fact

(1) Witness Credibility

285. I derive limited assistance from the evidence of the Claimants themselves. The most persuasive evidence comes from the non‑party witnesses Ms Hosny, Ms Heggy, Mr Al Shanawy, Mr Beshir, and Mr El Shami. I find each of these witnesses to be credible, reliable, and broadly consistent on material points. Their evidence accords with the technical realities of software development within Health Insights and its predecessor entities.

(2) Medica Plus

286. Medica Plus was developed collaboratively within the Solutions Plus and Health Insights group and, over time, became the property of HI Dubai. The exact contractual or documentary basis for the transfer of copyright ownership to HI Dubai has not been demonstrated by direct documentary evidence. The relevant documents have not been produced, and considering that more than twenty years have passed since Medica Plus was first developed, it is reasonable to infer that such documents have been lost or are no longer available.

287. That inference is supported by objective contemporaneous facts arising from the corporate reorganisation of the business. The evidence shows that the incorporation of HI Dubai (along with HI Egypt) was a deliberate decision to spin off Solutions Plus's healthcare software operations into new entities called Health Insights. Shortly after, before any dispute arose, HI Dubai was listed as the copyright holder of Medica Plus in official public records. Notably, on 17 March 2003, soon after HI Dubai’s incorporation, HI Dubai was registered with the United States Copyright Office as the owner of the copyright in Medica Plus. This registration was not a casual or informal act but a formal assertion of ownership made at the same time as the transfer of the healthcare business into the Health Insights structure.

288. In the absence of any evidence suggesting that HI Dubai’s registration was without legal foundation, or that ownership remained with Solutions Plus or any individual contributor, the contemporaneous registration of HI Dubai as copyright holder is consistent only with the conclusion that copyright in Medica Plus was lawfully transferred to, or vested in, HI Dubai as part of that corporate re‑organisation. In those circumstances, and in the absence of any contrary evidence, it is open to infer, and I do infer, that the copyright in Medica Plus was lawfully assigned to HI Dubai.

(3) Transition to Medica CloudCare

289. The transition to Medica CloudCare began around 2016 and involved substantial redevelopment of Medica Plus modules using new cloud‑based technologies. Medica CloudCare is architecturally distinct from Medica Plus, being a cloud‑based, multi‑hospital system. Development was undertaken by teams of developers, analysts, and specialists employed by HI Egypt.

(4) Nature of the Development Work

290. Multiple witnesses personally wrote source code or performed substantive technical work. Modules and platform features were developed collaboratively, with source code shared between team members. The database structure was maintained for continuity, and Medica CloudCare ultimately comprised more than 30 modules with multiple submodules. Mr Shehata's requests for source code from other developers are inconsistent with any claim of sole authorship.

(5) Funding and direction

291. The evidence establishes that HI Dubai funded the development of Medica CloudCare on a sustained and substantial basis. HI Dubai’s audited annual financial statements, signed by Mr Shehata, record recurring payments over many years under the line item “software development in Egypt”. Those entries were confirmed in cross‑examination to refer to payments made to HI Egypt, and were accepted as accurately reflecting the commercial reality of the arrangement. The amounts were significant and consistent over time, running into several million dirhams across the relevant period. Audit reports, tax filings, and contemporaneous accounting records further corroborate that HI Egypt’s business activity was the design and development of software, and that HI Dubai engaged and remunerated it for that purpose. Taken together, those documents constitute cogent and objective evidence that HI Dubai funded the development work which resulted in Medica CloudCare.

292. The overall organisational and operational structure reflected in the evidence supports that conclusion. HI Egypt functioned as the technical development centre, employing the programmers and engineers who carried out the coding and related work. HI Dubai, by contrast, operated as the commercial and managerial hub of the business, dealing with customers, generating revenue, and funding development activity. That division of roles is consistently described in the evidence as a “front office” and “back office” arrangement. HI Dubai had neither the staffing nor the technical infrastructure to develop software in‑house, and the payments recorded in its accounts are explicable only on the basis that HI Egypt undertook that development work on its behalf. The financial and organisational arrangements accordingly point to Medica CloudCare having been developed for the purposes of, and at the expense of, HI Dubai.

293. The evidence also supports the conclusion that direction and control of Medica CloudCare’s development were exercised through HI Dubai, principally by Mr Shehata in his capacity as its director and CEO. Contemporary emails, WhatsApp messages, task lists, and progress reports show Mr Shehata communicating directly with developers employed by HI Egypt, allocating responsibility for specific modules, requesting updates, setting priorities, and monitoring progress. He delegated aspects of day‑to‑day supervision to Mr Farhan, but remained centrally involved in oversight and escalation. Development trackers and spreadsheets circulated within the project required developers to report on work undertaken and anticipated completion dates, and these were reviewed at the level of HI Dubai. That body of contemporaneous material demonstrates that HI Egypt’s technical team was not operating autonomously, but was working under ongoing instruction and supervision aligned with HI Dubai’s commercial objectives for Medica CloudCare.

(6) Conclusion on the Facts

294. I find as fact that Medica Plus and Medica CloudCare were developed over many years by teams of employees at Solutions Plus, Al Khaleej and HI Egypt; that the transition to Medica CloudCare began around 2016; that multiple individuals contributed source code and other technical work; and that HI Dubai, funded and directed the development of the software.

F7. The Law

(1) The choice of law

295. The applicable law falls to be identified in accordance with the principles of private international law applied by the DIFC Courts. In doing so, the Court has regard to English conflict‑of‑laws authorities and texts as persuasive guidance, recognising the shared common law foundations of the DIFC conflict rules.

296. The parties did not advance sharply divergent positions on the governing law, and their submissions converge in substance. The Claimants’ position was not entirely uniform: in oral submissions, they asserted that copyright ownership was governed by UAE law, suggesting that the only issue was whether the former or the current UAE copyright statute applied; in written submissions, however, they placed UAE law and Egyptian law side by side and contended that the outcome would be the same under either regime. The Defendants likewise treated UAE law as the regime with the closest connection to the creation of Medica CloudCare, while advancing Egyptian law as an alternative insofar as development work was undertaken in Egypt. In practical terms, therefore, both parties accepted that the relevant legal principles were materially aligned and that the choice between UAE and Egyptian law would not affect the substantive result.

297. Copyright is a territorial and statutory right. For the purposes of private international law, questions of copyright ownership are determined by reference to the law of the country with which the creation of the work has its closest and most real connection. As explained in Dicey, Morris & Collins on the Conflict of Laws (16th ed, paras 25‑005, 25‑017– 25‑021), that inquiry is not confined to the place where individual acts of creation occurred, but extends to the broader commercial and organisational context in which the work was commissioned, funded, directed and intended to be exploited.

298. In the case of complex technical works created through a collaborative enterprise, the Court must therefore look beyond the mere physical location of particular acts of authorship. It is necessary to identify the legal and commercial framework that gave rise to the work as a unified product.

299. English authority illustrates that point. In Cala Homes (South) Ltd v Alfred McAlpine Homes East Ltd [1995] FSR 818, the court rejected an approach that sought to determine rights in technical drawings by isolating individual contributions divorced from the development project of which they formed part. The significance of the decision lies not in any direct rule of ownership applicable to the present case, but in its recognition that collaborative technical works created for a commercial purpose should not be analysed by atomising individual acts of creation, where those acts form part of an integrated enterprise.

300. Applying those principles here, Medica CloudCare was commissioned, funded and directed through a Dubai‑based entity, and was developed for commercial exploitation as a single integrated system. Although elements of the development work were undertaken physically in Egypt, that fact does not displace UAE law as the system of law with the closest and most real connection to the creation of the work. In any event, given the convergence of the parties’ positions, and their acceptance that the relevant principles under UAE and Egyptian law are materially aligned, the result reached by the Court would be the same under either regime.

301. The Court will accordingly apply UAE law in determining the questions of authorship and ownership that arise for the purposes of these proceedings.

(2) Applicable Statutory Regime

302. Having identified UAE law as the law with the closest and most real connection to the creation of Medica CloudCare, it is necessary to determine which iteration of that law governs questions of authorship and initial ownership. Copyright under UAE law is a statutory right, and questions of authorship and initial ownership of the economic rights arise and vest by operation of law, if at all, at the time of creation of the work.

303. On the findings of fact made by the Court, the creation and development of Medica CloudCare occurred before the entry into force of UAE Federal Law No. 38 of 2021 on Copyrights and Neighbouring Rights (the “2021 Law”), although further development continued. The applicable statute governing authorship and initial ownership is therefore UAE Federal Law No. 7 of 2002 Concerning Copyrights and Neighbouring Rights (the “2002 Law”), which was in force at the time when any such rights would have arisen.

304. That conclusion accords with fundamental principles of UAE constitutional and statutory interpretation. Article 112 of the UAE Constitution provides that federal legislation has effect only from the date of its entry into force, and does not operate retrospectively unless the legislature has expressly so provided. Absent clear legislative language to the contrary, statutes are not construed as retrospectively altering legal consequences that have already arisen.

305. The 2021 Law contains no provision stating that it applies retrospectively so as to redefine authorship or to reallocate initial ownership of economic rights in works created before its commencement. Nor does its text or structure disclose any necessary implication that the legislature intended to disturb rights which, if they arose at all, arose under the 2002 Law.

306. In closing submissions, the Claimants relied on a decision of the UAE Court of Cassation said to support the application of the 2021 Law to disputes determined after its commencement, even where the underlying work was created earlier. The Court does not understand that authority to establish any general principle that a later statute retrospectively recharacterises authorship or reallocates initial ownership of economic rights. The decision concerned the determination of a dispute brought and adjudicated after the 2021 Law had entered into force, and did not address the distinct question whether a later statute alters the legal incidence of ownership that would already have arisen, by operation of law, under an earlier legislative regime. Properly read, the authority does not displace the constitutional presumption against retrospectivity or override the absence of any express retrospective provision in the 2021 Law.

307. In any event, the parties’ submissions ultimately converged on the proposition that the substantive outcome on ownership would not differ materially under either statutory regime. Against that background, and consistently with the conflicts‑of‑laws analysis set out above, principles of constitutional legality and legal certainty, the Court applies the 2002 Law in determining the issues of authorship and initial ownership of the economic rights that arise for the purposes of these proceedings.

(3) Collective work under the 20022 Law

308. Under the 2002 Law, a clear distinction is drawn between authorship and the initial ownership of the economic rights in a work. Article 1 defines an “author” as the natural person who creates the work. As a matter of principle, therefore, authorship is confined to natural persons and reflects the act of creative expression. Article 7 then provides, as a general rule, that the author is the initial owner of the economic rights arising from that creation, subject to specific statutory exceptions.

309. One such exception is provided by Article 26 in the case of a collective work. Article 1 defines a collective work as a work created by a group of authors under the direction of a natural or legal person who undertakes responsibility for its production and publication. Where those statutory criteria are satisfied, Article 26 allocates the economic rights in the collective work to the person who directed its creation. In that circumstance, although authorship remains with the individual contributors, initial ownership of the economic rights arises and vests by operation of law in the directing person at the time of creation.

310. Properly construed, Article 26 does not deem the directing person to be the author of the work. Nor does it operate as an assignment of rights from the contributing authors. Rather, it constitutes a statutory rule governing initial ownership of the economic rights, displacing the default rule in Article 7 where a work is created as a collective work. The vesting of those rights occurs, if at all, at the point of creation and does so by operation of law, not by subsequent transfer.

311. The statutory scheme therefore accommodates collaborative creation undertaken within an organised enterprise. Where multiple authors contribute inseparable elements to a single work under unified direction, the 2002 Law allocates initial ownership of the economic rights to the person—natural or legal—who directs and assumes responsibility for that collective endeavour. That allocation reflects the commercial and organisational reality of the work’s creation, while preserving the conceptual distinction between authorship and ownership maintained throughout the statute.

312. In applying Article 26, it is therefore necessary to ask whether, at the time of creation, the work was produced by multiple authors acting under the direction of a person who undertook responsibility for the work as a whole. If so, initial ownership of the economic rights vests in that directing person by operation of law, notwithstanding that the creative acts were performed by individual authors. If not, the default rule in Article 7 applies, and initial ownership follows authorship unless displaced by some other statutory mechanism.

313. Practitioner commentary has identified a number of indicia commonly associated with a collective work under the 2002 Law, including that the work is created by multiple authors acting under the direction of a person who assumes responsibility for the work as a whole, and that individual contributions are functionally inseparable. The Defendants relied on this analysis, drawn in particular from Hansen, Intellectual Property Law and Practice of the United Arab Emirates, (Oxford University Press, 2009), as part of their submission that the collective work provisions are of narrow scope.

314. Mr Hansen identified the criteria for a collective work namely:

315. If these criteria are satisfied, the director alone may exercise the financial and moral rights in relation to the collective work and is therefore the initial owner of copyright.

316. Mr Hansen states that the director of a collective work may be a natural or legal person, but suggests that the notion of a legal person acting as director is problematic. He reasons that legal persons necessarily act through employees or representatives, and that the collective work doctrine merely shifts the problem of ownership from individual authors to the relationship between the director and the company. On that basis, he questions whether the doctrine can meaningfully vest initial ownership in a corporate entity.

317. The Defendants adopted that reasoning. Put another way, their submission was that the collective work doctrine under the 2002 Law is so narrow that it cannot vest initial copyright ownership in a corporate entity.

318. I do not accept that interpretation, for three reasons.

319. First, it collapses the statutory distinction between authorship and ownership. Article 1 is directed to creative authorship. Article 7 is directed to the allocation of economic rights. The collective work provisions operate squarely in the latter domain. They do not deem the director to be the author; they allocate ownership of economic rights to the director by operation of law. To insist that ownership must always originate in a natural person is to deprive Article 26 of independent effect in the context of collective works.

320. Secondly, the Defendants’ interpretation would render the collective work provisions largely otiose. If ownership must always vest first in individual contributors and only later be transferred by assignment, Article 26 achieves nothing that could not already be achieved by contract. That is not a plausible construction of a civil law statute which expressly allocates ownership as a matter of law.

321. Thirdly, the Defendants’ reading is inconsistent with the structure and evident purpose of the 2002 Law. The law is designed to accommodate coordinated creative production in which individual contributions are functionally inseparable and commercial exploitation requires a single rights holder. The collective work provisions address that reality by vesting economic rights in the entity that initiates, organises, and assumes responsibility for the work as a whole. That legislative purpose would be defeated if corporate ownership were legally impossible absent assignment.

322. The correct interpretation of the 2002 Law is therefore as follows:

323. On that reading, the collective work doctrine operates as a carefully delimited exception to the default rule of individual ownership, not as a nullity.

324. For those reasons, I reject the Defendants’ submission that the 2002 Law is incapable of vesting initial copyright ownership in a corporate entity.

F8 Application of the Statutory Criteria for a Collective Work

325. I will now consider whether the statutory criteria for a collective work are satisfied on the facts as I have found them. The findings that follow are made only to the extent necessary to resolve the Regulation 79 issues before the Court.

326. The first criterion is that a group of authors must create the work.

327. That requirement is plainly satisfied. I have found as a matter of fact that Medica CloudCare was developed by multiple individuals employed by Al Khaleej and HI Egypt over an extended period. Numerous developers personally wrote source code and performed substantive technical work on modules and platform features. Development proceeded through the allocation of different components to different developers, with source code and technical responsibility passing between team members as staffing and priorities changed. The scale, modularity, and interdependence of the system are inconsistent with authorship by a single individual.

328. Medica CloudCare was therefore created by a group of authors, not by any one person acting alone.

329. The second criterion is that the work must be created under the direction of a natural or legal person.

330. I have found that HI Dubai initiated the Medica CloudCare project and exercised direction and control over its development. HI Dubai funded the project, determined its commercial objectives, recruited and oversaw the development teams, and monitored progress. Day‑to‑day technical supervision was delegated to project leaders and technical managers, but that supervision was exercised within a reporting structure ultimately accountable to HI Dubai.

331. The fact that direction was implemented through individuals acting on behalf of HI Dubai does not detract from that conclusion. A legal person necessarily acts through natural persons. What matters is that the initiative, coordination, and oversight of the work were attributable to HI Dubai as an entity. On the facts as found, they were.

332. The third criterion is that the director must assume responsibility for publication of the work in its name and under its supervision.

333. The evidence shows that Medica CloudCare was treated throughout as a corporate product of the Health Insights group, and in particular of HI Dubai. Registration documents, business records, and commercial materials consistently identify HI Dubai as the owner of Medica CloudCare. Commercial exploitation, licensing discussions, and internal correspondence all proceeded on the basis that Medica CloudCare was company software, not the personal work of any individual.

334. HI Dubai therefore assumed responsibility for the publication and commercial deployment of Medica CloudCare in its name and under its supervision.

335. The fourth criterion is that the contributions of the authors must be incorporated into the work for the purpose intended by the director.

336. That criterion is also satisfied. The evidence demonstrates that individual contributions were not made as standalone works, but as components of a single integrated system. Developers were assigned specific modules or functions in accordance with project plans. Those modules were designed to interoperate within a shared architecture, including shared services, databases, and multitenancy functionality.

337. The purpose of the work, as defined by HI Dubai, was to create a cloud‑based, multi‑hospital successor to Medica Plus suitable for commercial deployment. Individual contributions were incorporated into Medica CloudCare precisely for that purpose, and not for independent exploitation.

338. The fifth criterion is that the contributions of the authors must not be separable or independently distinguishable.

339. Although individual developers could be identified as having worked on particular modules or features, the resulting software was architecturally integrated. Modules depended on shared infrastructure, common workflows, and central platform services. The evidence does not support a conclusion that individual contributions could be extracted and exploited independently of the system as a whole.

340. Medica CloudCare is not an anthology of discrete works; it is a unified software platform whose value lies in the interaction of its components. The contributions are therefore inseparable in the sense relevant to the collective work doctrine.

341. Having regard to those findings, I am satisfied that Medica CloudCare meets each of the statutory criteria for a collective work within the meaning of the 2002 Law.

342. It follows that, by operation of Article 26, initial ownership of the economic rights in Medica CloudCare vested in the person who directed the creation of the work. On the facts as I have found them, that person is HI Dubai.

343. Accordingly, Medica CloudCare is a collective work, and HI Dubai is the initial owner of the copyright in the software.

(4) Alternative characterisation: derived work

344. The Claimants advanced an alternative characterisation of their case. They submitted that Medica CloudCare is a derived work within the meaning of the 2002 Law, having been developed from the earlier Medica Plus system, and that copyright ownership therefore vests in HI Dubai as the entity that owned Medica Plus.

345. That submission requires consideration of what the 2002 Law means by a derived work, and what legal consequences follow from that characterisation.

346. The 2002 Law expressly recognises the concept of a derived work. Article 1 defines a derived work as a work that derives its origin from a previously existing work, provided that it is innovated in the manner of selecting or arranging its contents. Article 2 extends the protection of the Law to derived works, while making clear that such protection is without prejudice to the protection prescribed for the works from which they are derived.

347. The statutory scheme, therefore, contemplates that a derived work may attract copyright protection in its own right, but that such protection does not displace or diminish the copyright subsisting in the underlying work. Protection of the derived work and protection of the original work operate in parallel, each attaching to a different subject matter.

348. Crucially, the recognition of a derived work does not determine ownership. The 2002 Law does not treat derivation as a mechanism for reallocating copyright, nor does it provide that ownership of an original work automatically carries over to later works derived from it. The protection afforded to a derived work operates alongside, and without prejudice to, the protection of the underlying work. Ownership of the derivative work must therefore be determined independently, by reference to the statutory provisions governing the vesting of economic rights, including Articles 7 and 26.

349. The evidence establishes that Medica Plus was developed collaboratively within the Solutions Plus and Health Insights group and, over time, became the property of HI Dubai. The precise legal mechanism by which copyright ownership vested in HI Dubai has not been established by direct documentary evidence. The relevant documents have not been produced, and having regard to the passage of more than twenty years since Medica Plus was first developed, it is a reasonable inference that such documents have been lost or are no longer available. In those circumstances, and in the absence of any evidence to the contrary, it is open to infer, and I do infer, that the copyright in Medica Plus was lawfully assigned to HI Dubai.

350. I have found that Medica CloudCare was created through the systematic migration, redevelopment, and enhancement of Medica Plus modules, workflows, and business logic using new technologies and a new cloud-based architecture.

351. Based on those findings, Medica CloudCare can properly be described as a work that originates from a pre-existing work and contains significant innovation. It therefore falls under the legal definition of a derived work.

352. However, even if Medica CloudCare were regarded solely as a derived work, this would not automatically give ownership to HI Dubai just because it owned Medica Plus. Owning a pre-existing work grants control over its use and the right to authorise or prevent its derivatives. However, it does not automatically mean ownership of a subsequent work created by someone else. Under the 2002 Law, derivation addresses the issue of protectability, not ownership.

353. Accordingly, the existence of derivation does not displace the need to identify ownership of Medica CloudCare by reference to the applicable ownership provisions of the statute.

354. The derivative work characterisation is therefore consistent with the factual history of Medica CloudCare, but it does not determine ownership. The decisive question remains whether Medica CloudCare satisfies the statutory criteria for a collective work, such that initial ownership of the economic rights vests, by operation of law, in the person who directed its creation.

355. For the reasons already given, I am satisfied that it does. The derivative work analysis reinforces, but does not replace, that conclusion.

F9 Conclusion – Ownership of Medica CloudCare

356. For these reasons, I find that Medica CloudCare was developed through a collaborative process with multiple contributors, carried out under the initiative, direction, and control of HI Dubai. It meets the statutory criteria for a collective work under the 2002 Law. According to Article 26 of the 2002 Law, the initial ownership of the economic rights in Medica CloudCare belongs to HI Dubai. Consequently, for the purposes of Regulation

79 issues in these proceedings, I find that the initial ownership of the economic rights vested in HI Dubai.

357. Nothing in this section is intended to grant, or should be read as granting, free‑standing declaratory relief as to ownership, or to determine rights as between non‑parties.

G The Purchase Order and Assignment Agreement

G1 The Purchase Order

(1) Scope and Consequences of the Findings in Section E

358. This section addresses the appropriate legal consequences of the findings made in Section E above concerning the authenticity of the Purchase Order and the Licensing Agreement G.

(2) The nature of the issue and the appropriate form of relief

359. This section addresses the appropriate legal consequences of the findings made in Section E concerning the authenticity of certain instruments.

360. The Claimants seek, in relation to the Purchase Order dated 7 July 2016, an order declaring it void, or, in the alternative, setting it aside. The relief sought requires the Court to determine not merely whether the Purchase Order was affected by conflict of interest or non‑disclosure under Regulation 79, but whether it constituted a genuine and operative transaction at all.

361. As explained above in sections E5 and E7 of these Reasons, the Court has found that the Purchase Order was not authentic in the requisite sense. It was not executed at or about the date it bears, was not supported by any contemporaneous documentary footprint of negotiation or performance and was not intended to create legal relations at the time asserted. The Court has further found that the Purchase Order was created or modified after the events it purports to record, as part of a post‑hoc attempt to rationalise and support an evolving ownership narrative concerning Medica CloudCare.

362. Those findings have a direct consequence for the form of relief that it is appropriate to grant.

(3) Why the Purchase Order is not “set aside”

363. An order “setting aside” a transaction under Regulation 79.6 presupposes the existence of a real and operative transaction which, although effective at law when entered into, is liable to be avoided because it was procured in breach of fiduciary duty, by reason of an undisclosed conflict of interest, or for related equitable reasons.

364. The Court’s findings regarding the Purchase Order do not rely on that basis. The Court has not determined that the Purchase Order was a genuine transaction or arrangement tainted by non-disclosure or self-dealing. Rather, it has found that the Purchase Order was not a valid or operative document at the relevant time. It was not signed when it claimed to have been, did not govern any actual commissioning or development relationship at that time, was not intended to have legal effect during that period, and the arrangements detailed in the document were not implemented.

365. In those circumstances, there is no transaction or arrangement capable of being “set aside” within the meaning of Regulation 79.6. To characterise the relief as avoidance would obscure the true nature of the Court’s findings and risk implying that the Purchase Order once had legal efficacy, which it has since lost. The Court’s conclusion is more fundamental: the Purchase Order never operated as the contractual foundation for the vesting of intellectual property rights in Medica CloudCare in favour of HI Malaysia.

(4) The appropriateness of declaratory relief

366. Where the Court concludes that a document relied upon to assert proprietary or contractual rights is not authentic and did not have legal effect at the time asserted, the appropriate remedy is declaratory relief. That declaration does not grant relief of a different nature, but reflects the legal consequence of findings necessarily made in considering the Defendants’ case on the Purchase Order.

367. A declaration serves several legitimate and necessary purposes in the present case:

368. First, the Defendants have relied on the Purchase Order to support the contention that Medica CloudCare was developed for and owned by HI Malaysia from 2016 onwards. That contention has been rejected. A declaration is required to make clear, as a matter of law, that the Purchase Order does not support that position.

369. Secondly, given the central role played by the Purchase Order in the competing ownership narratives advanced in these proceedings, it is necessary for the Court to state definitively that the document is of no legal effect, to prevent its continued deployment as a purported source of rights in future disputes or dealings.

370. Thirdly, declaratory relief accurately reflects the Court’s findings that the Purchase Order was not a contemporaneous legal instrument and was created or adapted after the fact. It avoids the artificiality of treating the document as a valid transaction that is merely voidable.

371. For those reasons, the Court concludes that the proper course is to make a declaration that the Purchase Order is not authentic and is of no legal effect, rather than to purport to set it aside under Regulation 79.6.

(5) Consequential relief

372. The Court has also found, for the reasons set out in Section F above, that Medica CloudCare was developed as a collective work under the direction, funding, and control of HI Dubai, and that initial ownership of the economic rights in Medica CloudCare vested in HI Dubai by operation of law.

373. Considering that finding, and the rejection of the Purchase Order as a source of any transfer or vesting of rights, it is appropriate to grant consequential relief preventing reliance on the Purchase Order as a basis for asserting ownership or control of Medica CloudCare adverse to HI Dubai.

374. Such relief is necessary to give practical effect to the declaration and to ensure that the Court’s findings are not undermined by continued reliance on a document found to be without legal effect.

(6) Draft Orders: Purchase Order

375. The Court will make orders to the following effect in relation to the Purchase Order: first, declaring that the Purchase Order was not executed at or about the date it bears, was not intended at that time to create legal relations, and is not an authentic or operative agreement, with the consequence that it is of no legal effect; and secondly, declaring that the Purchase Order did not transfer, vest, or otherwise affect the ownership of any intellectual property rights in the Medica CloudCare software.

G2. The Assignment Agreement

(1). The Claimants’ pleaded case

376. The Claimants plead that on 19 December 2021, Mr Shehata caused HI Dubai to enter into the Assignment Agreement pursuant to which the intellectual property rights in Medica CloudCare were purportedly assigned to HI Malaysia for consideration of USD 500,000. They contend that the Assignment Agreement is void or voidable on the grounds that Mr Shehata lacked authority to enter into it, and, in any event, that it should be set aside pursuant to Regulation 79.6 of the Regulations 2016 because it was entered into in circumstances of an undisclosed conflict of interest.

377. In particular, the Claimants allege that Mr Shehata was aware that he had a direct and indirect interest in the transaction by reason of his ownership and control of HI Malaysia, that he failed to declare the nature and extent of that interest to the other directors of HI Dubai as required by Regulation 79, and that the transaction resulted in a transfer of HI Dubai’s principal asset at an undervalue. The Claimants seek an order setting aside the Assignment Agreement and directing Mr Shehata to account for any profit, gain, or benefit realised as a result of it.

(2) Existence and authenticity of the Assignment Agreement

378. Unlike the Licensing Agreement, the Purchase Order, and the Partner Reseller Certification, the Assignment Agreement was genuinely created, executed, and registered at or about the date it bears. Its existence and contemporaneous registration with INTEROCO are not in dispute. There is no suggestion that it was forged, backdated, or a sham, nor that it was created after the fact for the purposes of this litigation. The Assignment Agreement was a real transaction which, on its face, was intended to have legal effect.

(3). Authority

379. At the time the Assignment Agreement was executed, Mr Shehata was the general manager or managing director of HI Dubai and was responsible for the day‑to‑day management of the company’s affairs. That role included authority to enter into contracts on behalf of the company. The evidence establishes that Mr Shehata managed HI Dubai’s finances, signed contracts, recruited employees, and exercised operational control over the business, and that his authority to bind the company in contract was both known to and accepted by the other directors and shareholders.

380. There is no documentary evidence of any board resolution, restriction in the articles, or other limitation that curtailed Mr Shehata’s authority to enter into agreements of this nature, nor any requirement for counter‑signature or additional corporate approval. In those circumstances, I am satisfied that Mr Shehata had actual authority to enter into the Assignment Agreement on behalf of HI Dubai.

381. The existence of a conflict of interest does not negate authority. Where a director has actual authority, a contract entered into on behalf of the company is not void at law merely because the director was conflicted. Any infirmity arises not from lack of authority, but from breach of duty, and gives rise to potential relief under Regulation 79.

(4). Conflict of interest and Regulation 79

382. Regulation 79 requires a director who is aware that he has a direct or indirect interest in a transaction or arrangement that conflicts, or may conflict significantly, with the interests of the company to declare to the other directors the nature and extent of that interest as soon as practicable. Where a director fails to make the required declaration, Regulation 79.6 empowers the Court, on the application of the company, a member, or the Authority, to set aside the transaction and to direct the director to account for any profit, gain, or benefit realised. The transaction is not rendered void automatically, but is liable to be avoided if the statutory criteria are satisfied.

383. Those criteria are met in the present case.

384. First, Mr Shehata had a direct and indirect interest in the Assignment Agreement that conflicted significantly with the interests of HI Dubai, and he was aware of that conflict. The Assignment Agreement was entered into between HI Dubai and HI Malaysia. Mr Shehata executed the agreement on behalf of HI Dubai while at the same time being the sole shareholder and director of HI Malaysia. He was, in substance, on both sides of the transaction, orchestrating the transfer of HI Dubai’s principal asset into a company wholly owned and controlled by him.

385. In cross‑examination, Mr Shehata accepted that the commercial interests of HI Dubai and HI Malaysia were opposed in relation to the Assignment Agreement, agreeing that HI Malaysia’s interest was to pay as little as possible, while HI Dubai’s interest was to be paid as much as possible. He also accepted that he considered it inappropriate to sign on behalf of both entities when they contracted with each other, implicitly acknowledging his awareness of the conflict arising from his dual roles.

386. Secondly, it is common ground that Mr Shehata did not declare to the other directors of HI Dubai the nature and extent of his interest in the Assignment Agreement, either at a directors’ meeting or by written notice, as required by Regulation 79. There was no disclosure and no approval of the transaction by disinterested directors or by the members of the company.

387. Thirdly, the Claimants are members of HI Dubai and have applied to the Court for relief under Regulation 79.6.

(5). Undervalue and the Defendants’ “company election” submission

388. The Defendants submitted that any relief under Regulation 79, including setting aside the Assignment Agreement or ordering an account, should be left to the company’s election rather than being pursued by shareholders, and that setting aside the Assignment Agreement would merely require the return of the consideration paid, such that the company might rationally choose to affirm the transaction.

389. I do not accept that submission. It proceeds on an assumption of economic neutrality which is not supported by the evidence. In cross‑examination, Mr Shehata accepted that the Medica CloudCare rights were worth more than the consideration paid by HI Malaysia under the Assignment Agreement. That admission undermines the premise that rescission would simply unwind a balanced exchange or that the company might rationally prefer to affirm the transaction. On the contrary, it points to a transfer at an undervalue and to a substantive detriment to HI Dubai at the time of the transaction.

390. In those circumstances, the Defendants’ insistence that relief should be deferred to a company decision‑making process carries little weight. Mr Shehata no longer controls HI Dubai. The Claimants between them hold a majority of the shares, a majority on the board, and the Second Claimant, Mr El Shafaei, has been appointed managing director. The submission that relief under Regulation 79 should be withheld on the basis that the company ought itself to determine whether to affirm or avoid the transaction therefore loses much of its force. In any event, Regulation 79 expressly contemplates that members may seek curial relief where conflicted transactions have been entered into without proper disclosure, and its operation is not confined to circumstances in which corporate control remains in the hands of the conflicted director.

(6). Conclusion on the Assignment Agreement

391. The Assignment Agreement was a genuine and operative transaction, and Mr Shehata had actual authority to enter into it on behalf of HI Dubai. It is not void. However, it was entered into in circumstances of a clear and undisclosed conflict of interest, in breach of Regulation 79. The statutory criteria for relief under Regulation 79.6 are satisfied. The Assignment Agreement is therefore liable to be set aside, and Mr Shehata is liable to account to HI Dubai for any profit, gain, or benefit realised as a result of it, subject to the orders that follow.

H. The Repayments claim

H1 The Claimants’ Pleaded Case on the Payments

392. The Claimants plead a claim for repayment of funds withdrawn from HI Dubai’s bank accounts as follows.

393. HI Dubai maintained two bank accounts with HSBC, namely a USD account (no. 020‑024782‑100) and an AED account (no. 020‑024782‑001). Those accounts remained operative until they were closed on 8 September 2023.

394. Between 5 September 2022 and 31 August 2023, a series of payments were made from those accounts to Mr Shehata. The total amount transferred is USD 845,269 from the USD account and AED 274,275 from the AED account. The individual payments are particularised in Annex A and Annex B to the Particulars of Claim.

395. Notwithstanding his removal as General Manager of HI Dubai on 16 May 2023, Mr Shehata continued thereafter to exercise de facto control over HI Dubai’s operations. He instructed HSBC to make the impugned payments to himself and to close the HI Dubai’s bank accounts.

396. Mr Shehata recorded two of the payments, namely USD 120,000 paid on 5 September 2022 and USD 180,000 paid on 8 March 2023, as salary payments. However, these sums substantially exceeded Mr Shehata’s contractual entitlement, which was AED 55,500 per month.

397. As to the remaining payments, Mr Shehata described them as transfers of account balances associated with the closure of the bank accounts. There was no legitimate commercial or corporate basis for those transfers, and the payments were not made in the interests of HI Dubai.

398. In procuring the payments to himself, Mr Shehata acted in a position of conflict between his personal interests and the interests of HI Dubai. He failed to disclose his interest in the payments to the other HI Dubai directors, in breach of Regulation 79 and HI Dubai’s Articles of Association.

399. The Claimants seek relief in the form of:

H2 The Defendants’ Answer and the Issues Arising

400. The Defendants’ response proceeds on the footing that the factual premises of the Claimants’ case are misconceived and that the impugned payments admit of a legitimate and documented explanation.

401. First, the Defendants argue that the closure of HI Dubai’s HSBC account was not caused by any actions or directions from Mr Shehata, but resulted from a unilateral decision made by HSBC around June 2023. According to the Defendants, Mr Shehata actually tried to delay or stop the account’s closure but was unsuccessful. Therefore, they contend that the closure does not imply any misconduct or misuse of corporate funds.

402. Secondly, the Defendants’ case is that, following the account closure, Mr Shehata continued to manage HI Dubai’s funds in an orderly and transparent manner. Reliance is placed on a contemporaneous cash ledger said to record all transactions affecting the company’s funds. According to the Defendants, the ledger demonstrates that payments were applied to ordinary and legitimate business expenses, including employee salaries, health insurance, cloud computing services and professional fees. The Defendants submit that this documentation, read together with the bank statements, is inconsistent with any suggestion of misappropriation.

403. As to the two payments totalling USD 300,000, which the Claimants characterise as excessive or unauthorised salary payments, the Defendants maintain that these sums represented accrued salary entitlements owed to Mr Shehata for a period of approximately 20 months, from January 2021 to August 2022. The Defendants emphasise that the payments were expressly recorded as salary in the HSBC account statements and were made in satisfaction of existing contractual entitlements, rather than as discretionary or self‑serving withdrawals.

404. The Defendants further contend that the balance of the funds was not retained by Mr Shehata. They say that, once a replacement bank account was successfully opened for HI Dubai with Mashreq Bank in May 2024, the remaining funds were transferred to that account. On this account, Mr Shehata did not derive any personal benefit from those funds beyond the salary payments already identified.

405. Against that background, the Defendants deny that the Claimants have established any factual basis for the relief they seek. They characterise the allegations of misappropriation and conflict of interest as speculative and unsupported by evidence, and submit that those allegations are contradicted by the documentary record on which the Defendants rely. In particular, the Defendants contend that the Claimants have not identified any payment that was unauthorised, unexplained, or made otherwise than for a legitimate corporate purpose.

406. The Defendants therefore submit that the payments were lawful, properly accounted for, and do not warrant either an order setting them aside or an order for an account of profits. These competing contentions give rise to questions as to the true circumstances in which the payments were made, the extent of Mr Shehata’s authority at the relevant times, and whether the evidence supports the existence of any breach of duty or conflict of interest as alleged.

H3 Key Questions and Applicable Legal Standards

407. The issues between the parties may be reduced to four key questions. Each falls to be determined by reference to the following legal standards and allocations of the burden of proof.

408. The first question is whether Mr Shehata had authority, whether formal or de facto, to direct or procure the payments made from HI Dubai’s HSBC account at the relevant times.

409. The legal burden rests on the Claimants to establish, on the balance of probabilities, that the payments were made without authority. This requires proof that Mr Shehata lacked actual authority under HI Dubai’s constitutional documents, contractual arrangements, or applicable principles of agency, including following his removal from office. Where the Claimants rely on the fact of his removal, they must also establish the legal consequences of that removal for his ability to operate or control the company’s bank accounts.

410. To the extent that Mr Shehata asserts that he nonetheless acted with lawful authority— whether because of continuing managerial functions, necessity, or acquiescence—the evidential burden lies on him to articulate and support that asserted basis. The ultimate burden, however, remains on the Claimants to show that the payments were unauthorised.

411. The second question is whether the payments to Mr Shehata were properly justified as legitimate corporate transactions, in particular as payment of accrued salary entitlements or otherwise for lawful corporate purposes.

412. The Claimants bear the burden of proving that the payments were improper, excessive, or unsupported by contractual entitlement. That burden is not discharged merely by pointing to the size of the payments or by asserting that they were unusual or unexplained.

413. Where Mr Shehata advances a positive case that particular payments represented accrued salary or other lawful entitlements, he bears an evidential burden to identify the contractual or factual basis for that justification. The Claimants must then establish that the asserted justification is unsustainable, whether because the entitlements did not exist, had already been satisfied, or were materially overstated.

414. The third question is whether, in procuring or receiving the payments, Mr Shehata placed himself in a position of conflict between his personal interests and those of HI Dubai, and, if so, whether he failed to comply with the disclosure and approval requirements imposed by Regulation 79 of the Dubai Creative Clusters Private Companies Regulations 2016 and the Articles of Association.

415. The Claimants bear the initial burden of establishing that Mr Shehata stood on both sides of the relevant transactions, or otherwise derived a personal benefit from them in circumstances capable of giving rise to a conflict of interest. If that threshold is met, the law imposes a stringent obligation on the fiduciary.

416. In those circumstances, the evidential burden shifts to Mr Shehata to demonstrate that the conflict was properly addressed, either by full disclosure to, and approval by, the appropriate corporate decision‑making body, or by showing that the transactions were otherwise authorised or permitted by law or the company’s constitutional arrangements. Absent such disclosure or authorisation, the existence of the conflict itself may suffice to establish breach, regardless of the substantive fairness of the transactions.

417. The fourth question is whether any lack of authority, impropriety, or undisclosed conflict that may be established amounts to a breach of duty owed by Mr Shehata to HI Dubai, and, if so, whether it justifies the relief sought.

418. The Claimants bear the burden of proving both the existence of a breach and a causal connection between that breach and the benefit said to have been obtained by Mr Shehata. Relief in the form of setting aside the payments or ordering an account of profits does not follow automatically from the fact that payments were made to a director or officer.

419. If the Claimants establish that the payments were the product of a breach of duty, the evidential burden then lies on Mr Shehata to show that any part of the benefit is not attributable to the breach, or that equitable relief should be limited or refused on recognised grounds.

H4 Findings

(1) Authority and Control

420. It is common ground, and I so find, that Mr Shehata caused payments to be made from HI Dubai’s HSBC bank accounts to bank accounts held in his own name. He accepted that proposition in evidence, and it forms the foundation of both parties’ cases.

421. The critical issue is not whether Mr Shehata had the *practical capacity* to procure those payments, but whether he had *lawful authority* to do so, and whether the transfers were consistent with the duties owed by a director and senior officer to the company. These matters are analytically distinct and must not be conflated.

422. As to practical control, I accept that Mr Shehata retained access and the ability to instruct the bank at the relevant times. That factual capacity explains how the payments were made. It does not, however, determine whether they were authorised as a matter of corporate governance. Authority depends on the subsistence and scope of powers conferred by the company’s constitutional and governance arrangements at the relevant time, and on whether those powers were exercised for proper corporate purposes.

423. The position is further constrained by fiduciary principle. Even where a director or officer has authority to operate the company’s bank accounts, the receipt of company funds into his own personal account is prima facie conflicted. Such a transaction engages Regulation 79 and core fiduciary obligations of loyalty, proper purpose and disclosure. Practical control over banking arrangements does not dispense with the need to justify self‑receipt of company funds by reference to lawful entitlement, necessity, and full transparency.

424. The 2007 board resolution appointing Mr Shehata as General Manager is instructive in this regard. That resolution authorised him, as manager and the Company’s attorney, to open bank accounts *in the name of the Company* and to deposit, borrow, endorse or withdraw funds *to or from the Company’s bank accounts*. Those powers are expressed as corporate powers, to be exercised on the Company’s behalf and for its purposes. Properly construed, they assume that company funds would be held in, and moved through, accounts held in the Company’s name, and in accordance with ordinary corporate and fiduciary norms. Nothing in the resolution confers an unfettered personal entitlement to appropriate company funds or to transfer company monies into.

425. The Defendants submit that the impending closure of the HSBC accounts made such transfers necessary. I accept that the evidence supports the conclusion that HSBC decided to terminate the banking relationship and that Mr Shehata sought, unsuccessfully, to prevent or postpone that outcome. However, the fact of bank‑initiated closure does not resolve the question of authority or propriety. Even in circumstances of necessity, the transfer of company funds into a director’s personal account requires clear justification, disclosure, and appropriate safeguards. The evidence shows that other corporate accounts existed within the wider group, a fact Mr Shehata accepted. His answer—that the money was not theirs—does not explain why it could properly be treated as his.

426. In these circumstances, I find that while Mr Shehata retained practical control over HI Dubai’s bank accounts and the ability to instruct payments, that control did not equate to lawful authority to transfer substantial company funds into his own personal accounts without contemporaneous disclosure or approval. Nor was the course adopted consistent with the fiduciary standards imposed by Regulation 79. The transfers therefore call for justification, which Mr Shehata was required, but failed, to provide.

(2) Justification for the Payments

(a) The two payments totalling USD 300,000 said to represent accrued salary

427. The Defendants’ case is that two payments—USD 120,000 on 5 September 2022 and USD 180,000 on 8 March 2023—represented 20 months of accrued but unpaid salary, calculated at USD 15,000 per month for the period January 2021 to August 2022. They rely on the descriptions in the HSBC bank statements and on the treatment of remuneration in the financial statements.

428. The Claimants do not dispute that Mr Shehata was entitled to salary while he remained in office. Their challenge is narrower and more precise: they submit that there is no independent documentary evidence establishing that such a substantial accrual existed and remained unpaid, and that the bank descriptors and financial statements do not bear the weight the Defendants place upon them.

429. I accept that the HSBC statements describe the two payments as salary or managerial remuneration. However, those descriptions show only how the payments were characterised at the time they were made. They do not, of themselves, prove that an accrued debt of USD 300,000 existed, nor that it was proper to discharge it in two lump sums by transfers into a personal account. I therefore attach limited evidential weight to the descriptors.

430. As to the financial statements, the Claimants took the Court to specific entries which, they submit, do not in fact support the existence of the asserted accrual, including the absence of any figure for managerial remuneration in 2021. On the evidence before me, I am not persuaded that the financial statements provide clear or reliable corroboration of the accrued salary claim in the amount and for the period asserted.

431. In circumstances where a fiduciary causes company money to be paid to himself, the evidential standard is necessarily exacting. On the material relied upon, I am not satisfied that Mr Shehata has demonstrated that these two payments were properly made as accrued salary in the sums claimed.

(b) The remaining payments and transfers on account closure

432. The Defendants contend that, following the closure of the HSBC account, Mr Shehata managed HI Dubai’s funds through a detailed cash ledger recording legitimate operating expenses, and that once a new Mashreq account was opened in May 2024 the remaining balance was transferred to HI Dubai.

433. The Claimants challenge both the reliability of the ledger and the completeness of the accounting. They point to evidence that the ledger’s provenance is unclear, that it did not reconcile with transfer slips, and that Mr Shehata failed to produce personal bank statements that would have demonstrated how the funds transferred to him were actually used. They also identify examples of expenditure which, on their face, appear unrelated to HI Dubai’s business.

434. I accept those criticisms. The ledger cannot be treated as an independent or inherently reliable record where its authorship is uncertain and reconciliation difficulties were acknowledged. More importantly, Mr Shehata failed to produce bank statements he was ordered to produce. The Court order of 17 September 2025 required Mr Shehata to produce among other things, “Documents showing payment of the alleged operational expenses including:

435. When cross-examined about his failure to disclose his personal bank statements, Mr Shehata confirmed that he had access to the bank statements but said that he did not disclose them because he interpreted the words “Bank statements” in the Court’s Order as meaning the transfer slips: see Shehata cross-examination [Day8/194/14 – 197/7]:

436. Mr Shehata is an experienced businessman. I do not accept that he thought bank statements meant transfer slips. His deliberate failure to produce personal bank statements, despite an order to do so, deprives the Court of the most direct evidence of how the funds were applied. In those circumstances, it is appropriate to draw an adverse inference that the missing material would not have supported the Defendants’ case that the funds were applied solely for HI Dubai’s benefit.

437. Where the evidence does permit scrutiny of specific uses of funds, some payments appear to have been made for purposes personal to Mr Shehata, including costs associated with legal proceedings and payments to individuals not shown to be employees of HI Dubai. Those examples materially undermine the contention that the transfers were merely custodial or administrative in nature.

438. I therefore find that Mr Shehata has not provided a satisfactory justification or accounting for the bulk transfer of HI Dubai’s funds into his personal accounts.

(3) Material Interest, Conflict, and Disclosure (Regulation 79)

439. Regulation 79 is engaged where a director is in any way, directly or indirectly, interested in a transaction or arrangement with the company. The receipt of company funds by a director into his own personal bank account plainly constitutes a circumstance in which a material personal interest arises.

440. The Claimants submit that Mr Shehata never declared the nature and extent of his interest in the impugned payments to the other directors, and rely on his evidence in cross‑examination in which he accepted that he could have informed them but did not.

441. The Defendants contend that no material conflict arose in relation to salary payments authorised by board resolution, or that any conflict was an authorised one.

442. Even if a salary entitlement existed in principle, the manner in which the payments were effected—substantial lump‑sum transfers into a personal account, and the transfer of corporate balances into that account on closure—created a situation in which a reasonable director would recognise the need for clear disclosure and approval. On the evidence before me, I am not satisfied that Mr Shehata declared the nature and extent of his interest in the transactions or arrangements giving rise to the Payments, as required by Regulation 79.

443. I therefore find that the Payments were transactions or arrangements in which Mr Shehata had a material interest, and that the disclosure and approval requirements of Regulation 79 were not complied with.

(4) Breach and Consequences

444. While the legal burden of proof remains with the Claimants, once the fiduciary's receipt of company funds is established, the evidential onus shifts to the fiduciary to justify the payment. Those principles do not reverse the legal burden of proof, but reflect the well- established fiduciary requirement that a director who has received company funds in circumstances of conflict must explain and justify the payment. Accordingly, where it is shown that a director has received company money in circumstances giving rise to a material personal interest, it is for that director to demonstrate that the transaction or arrangement was proper. See Re System Building Services Group Ltd (in liquidation) [2020] EWHC 54 (Ch) at [214]–[215]. The principle reflects long‑established fiduciary doctrine and is equally applicable under Regulation 79.

445. For the reasons set out above—particularly the lack of reliable corroboration for the salary explanation, the deficiencies in the ledger evidence, and the adverse inference arising from non‑production—I conclude that Mr Shehata has not shown that the Payments were proper.

446. Accordingly, I find that Mr Shehata acted in breach of his duties to HI Dubai and in contravention of the requirements of Regulation 79. That finding engages the Court’s remedial powers under Regulation 79.6.

(5) Conclusion

447. For the reasons set out above, I conclude that Mr Shehata caused HI Dubai to enter into transactions or arrangements by which substantial company funds were paid into his personal bank accounts at times when he had a material personal interest in those transactions. He did not establish that those payments were properly authorised or justified, whether as accrued salary or otherwise, nor did he provide a reliable and complete accounting for the disposition of the funds. In those circumstances, and in the absence of any declaration of the nature and extent of his interest as required by Regulation 79, the Payments were made in contravention of the regulatory regime governing conflicts of interest. It follows that the Payments fall to be set aside pursuant to Regulation 79.6, and that Mr Shehata must account to HI Dubai for the monies received, subject to allowance only for such sums as he can prove were properly due or properly applied for the company’s benefit.

H5 Orders

448. The Court will make orders to the effect that the payments made from HI Dubai’s HSBC bank accounts to Mr Shehata between 5 September 2022 and 31 August 2023, as particularised in Annexes A and B to the Particulars of Claim, were transactions or arrangements in which Mr Shehata had a material interest that was not disclosed in accordance with Regulation 79 of the Dubai Creative Clusters Private Companies Regulations 2016, and that those payments are accordingly set aside pursuant to Regulation 79.6.

449. The Court will also make orders to the effect that Mr Shehata is required to restore HI Dubai to the position it would have been in had the payments not been made. That restoration will be achieved by the taking of an account, directed to identifying the monies received by Mr Shehata by reason of the payments, the use made of those monies, and whether, and to what extent, any part of them was properly retained or applied for HI Dubai’s benefit.

450. In connection with that account, the Court will make orders to the effect that Mr Shehata is to be allowed credit only for amounts proved to have been contractually due and unpaid by way of salary or remuneration at the time of the relevant payment, and for expenditure proved to have been properly incurred for the benefit of HI Dubai. Any balance found due will be payable to HI Dubai, together with such interest as the Court considers appropriate, with provision made for points of dispute and, if necessary, further directions.

J The Counterclaim

J1 Introduction and Pleaded Counterclaim

450. In connection with that account, the Court will make orders to the effect that Mr Shehata is to be allowed credit only for amounts proved to have been contractually due and unpaid by way of salary or remuneration at the time of the relevant payment, and for expenditure proved to have been properly incurred for the benefit of HI Dubai. Any balance found due will be payable to HI Dubai, together with such interest as the Court considers appropriate, with provision made for points of dispute and, if necessary, further directions.

J The Counterclaim

J1 Introduction and Pleaded Counterclaim

451. The First Defendant, Mr Shehata, advances a counterclaim alleging that the affairs of HI Dubai have been conducted in a manner unfairly prejudicial to his interests as a member within the meaning of Regulation 89 of the Regulations. He seeks declarations of unfair prejudice and a range of consequential relief, including (among other things) orders regulating HI Dubai's affairs, injunctive relief, and authority to bring or continue proceedings in the name of HI Dubai.

452. In summary, the unfair prejudice case as pleaded, following the limited permission granted by the Court on 17 September 2025 to reamend the Amended Defence and Counterclaim, rests on four broad themes:

453. The counterclaim also contains a discrete allegation under Regulation 79 concerning undisclosed conflicts of interest in relation to transactions or arrangements between HI Dubai and Al Khaleej, coupled with a request for an account. That allegation is pleaded as a distinct statutory claim and is also relied upon as part of the broader unfair prejudice case; it is therefore addressed separately below before turning to the evaluative question under Regulation 89.

J2. The Parties' Submissions

(1) Defendants' submissions

454. The Defendants submit that the evidence demonstrates that the Claimants caused Al Khaleej to refrain from making payments said to be owed to HI Dubai, diverted HI Dubai's business and revenues to entities they control (including HI Egypt and HI Saudi), and excluded Mr Shehata from HI Dubai's management. They claim that, considered individually and cumulatively, this conduct is unfairly prejudicial to Mr Shehata as a member. They characterise the claim as a classic case of diversion of business and exclusion from profit participation and submit that relief for unfair prejudice is appropriate to remedy harm caused to the company and to authorise proceedings in its name.

(2) Claimants' submissions

455. The Claimants submit that the counterclaim should be dismissed at multiple thresholds. First, they contend that the counterclaim is insufficiently particularised and that Mr Shehata is impermissibly advancing, in closing, matters that were not pleaded and were the subject of refused amendments shortly before trial.

456. Secondly, they submit that the counterclaim (as pleaded and as advanced) depends materially on serious allegations of breach of directors' duties (bad faith / improper purpose) and awareness of conflicts, all of which have a subjective element, yet were not squarely put to the Claimants in cross examination (Browne v Dunn).

457. Thirdly, they submit that many allegations are legally incoherent because they concern acts allegedly taken by the Claimants in their capacities as directors/officers of Al Khaleej or HI Egypt rather than conduct of HI Dubai's affairs; and, in any event, key factual premises are wrong, including because the Riyadh Commercial Court determined that Al Khaleej contracted with HI Egypt rather than HI Dubai and that HI Dubai had no standing to sue for the alleged debt.

458. Fourthly, they submit that the Regulation 79 case is unpleaded, unparticularised, not put, and misconceived as to remedy.

J3. Threshold Issues Governing the Court's Approach

(1) Jurisdiction to hear the unfair prejudice counterclaim

459. Before turning to the substance of the Defendants' unfair prejudice counterclaim, it is necessary to consider the Claimants' submission that the Court lacks jurisdiction to hear such a claim at all, and lacks power to grant relief under Regulation 89. 460. The Defendants contend that this Court has jurisdiction to entertain the counterclaim in unfair prejudice and the power to grant appropriate relief. They rely on the incorporation of the Dubai Creative Clusters Private Companies Regulations 2016 into HI Dubai's Articles of Association, and on the exclusive jurisdiction clause in favour of the DIFC Courts. The Claimants submit that the Court lacks both jurisdiction and power, on the footing that Regulation 89 confers authority to grant relief for unfair prejudice exclusively on the Dubai Development Authority (the DDA), and not on the Court.

461. Regulation 89 provides that, where a company's affairs are being conducted in a manner unfairly prejudicial to the interests of its members, "the Authority may" make one or more specified orders. The Claimants submit that the language is clear and deliberate: where the Regulations intend to confer powers on a court, they do so expressly; Regulation 89 does not. On that reading, only the DDA may determine and grant relief for unfair prejudice, with any challenge to its decisions lying by way of review in the Dubai onshore courts.

462. The Defendants accept the language of Regulation 89 but contend that it does not have the effect for which the Claimants contend. They submit that unfair prejudice claims are, in substance, private disputes between members about the internal management of a company; that the Regulations are incorporated into the Articles; and that the parties have agreed, by the Articles, that disputes arising from or connected with the Articles are to be determined exclusively by the DIFC Courts. They further submit that the DDA is not an adjudicative body equipped to determine contested disputes of fact and law between members, and that the regulatory scheme, properly construed, contemplates adjudication by a court of competent jurisdiction.

463. The starting point is the text of Regulation 89. Standing alone, it directs attention to the Authority as the body empowered to make orders. However, the Regulation does not exist in isolation. It forms part of a broader statutory and contractual framework governing the affairs of private companies within the Dubai Creative Clusters, and it must be construed coherently with that framework.

464. Three considerations are material.

465. First, the Regulations are expressly incorporated into HI Dubai's Articles of Association. The Articles provide that, subject to their terms, the Regulations apply, and they contain an exclusive jurisdiction clause conferring jurisdiction on the DIFC Courts in respect of disputes arising from or connected with the Articles. Disputes concerning the manner in which the company's affairs have been conducted, including allegations of unfair prejudice, fall squarely within that description. The parties have therefore agreed that disputes of this kind are to be determined by this Court.

466. Secondly, unfair prejudice claims are not, in their nature, exercises of public regulatory power. They are mechanisms for resolving disputes between members about internal corporate conduct and for granting relief tailored to that relationship. In common law systems, such claims are treated as essentially private and adjudicative, and it is well established that they may be resolved in forums other than the default statutory court, including by arbitral tribunals where parties so agree. That characterisation is consistent with treating the present claim as one that may be adjudicated by this Court pursuant to the parties' contractual choice of forum.

467. Thirdly, the regulatory scheme itself does not compel the conclusion that the DDA has exclusive adjudicative authority. The Regulations elsewhere distinguish between the roles of the Authority and those of courts, and they contemplate referral to courts or arbitral bodies for the resolution of disputes. While the Authority has important regulatory and administrative functions, it does not follow that every provision referring to the Authority must be read as excluding adjudication by a court where the parties have agreed otherwise and where the dispute is one of private rights.

468. In light of those considerations, I find that this Court has jurisdiction to hear the Defendants' unfair prejudice counterclaim. That jurisdiction is grounded not in the exercise of the DDA's regulatory powers, but in the Court's role as the agreed adjudicative forum for disputes arising under the Articles, informed by the standards and concepts set out in the Regulations.

469. That conclusion does not require the Court to treat Regulation 89 as if it expressly conferred power on the Court, nor does it entail the assumption of the DDA's public or administrative functions. Rather, the Court determines, as a matter of adjudication between the parties, whether the affairs of the company have been conducted in a manner unfairly prejudicial, applying the criteria reflected in Regulation 89 and the general law.

470. As to power, the Court has power to grant such relief as is within its judicial competence in resolving disputes between members, including declaratory relief and orders giving effect to the parties' rights and obligations under the Articles. The precise scope of relief, and the extent to which any order may require implementation by the Authority or engage regulatory functions, is a separate question of remedy. It is neither necessary nor appropriate to resolve the full extent of available relief at this threshold stage.

471. For these reasons, the Claimants' objection to jurisdiction is rejected. The Court has jurisdiction to hear and determine the unfair prejudice counterclaim.

472. The Claimants' remaining threshold objections are best addressed in the order in which they bear upon the scope of the dispute the Court is permitted to decide.

473. First, the Court must identify the pleaded case and determine whether the counterclaim is sufficiently particularised to be justiciable as an unfair prejudice petition, and whether the Defendants' closing submissions impermissibly expand the case beyond the pleaded counterclaim (including by re-introducing allegations or causal theories that were the subject of refused amendments shortly before trial).

474. Secondly, given the way the counterclaim is framed, namely, that it is based on alleged breaches of duty, improper purpose, bad faith, or awareness of conflicts, the Court must consider whether the essential allegations were fairly and directly put to the Claimants during cross‑examination, such that findings of that kind are open.

475. An unfair prejudice claim is issue‑defined, not impressionistic. The Court does not ask, in the abstract, whether a company’s affairs were unsatisfactory or contentious. It asks whether the specific conduct alleged and proved was unfairly prejudicial to the interests of the member in question.

476. Where, as in this case, the conduct alleged to amount to unfair prejudice relies on findings of breach of duty, improper purpose, bad faith, or conscious participation in conflicted transactions, those allegations form the fundamental factual basis of the claim.

477. Such matters are not neutral facts. They involve serious evaluative findings. Unless they are fairly and directly put to the relevant witnesses in cross‑examination, findings of that character are not open to the Court.

478. In those circumstances, the Court must resolve the threshold question of procedural fairness before turning to the substantive inquiry. If the essential allegations are not fairly and directly put, the evidential foundation upon which an unfair prejudice finding would rest is absent, and the Court cannot proceed to determine whether the affairs of the company were conducted in a manner unfairly prejudicial to the member’s interests.

479. This is not a matter of discretionary abstention. It reflects a limit on the Court’s fact‑finding function and the requirement that serious allegations be determined only where they have been properly raised and properly tested.

480. It is important to be clear as to the nature and limits of the Court’s role in this context. In determining the unfair prejudice counterclaim, the Court is not exercising, nor purporting to usurp, the statutory or regulatory powers conferred on the Authority by Regulation 89. Those powers remain vested in the Authority. Rather, the Court’s jurisdiction arises from its function as the agreed adjudicative forum under the Articles of Association, which incorporate the Regulations and govern the rights and obligations of the members between themselves. The Court’s task is to determine, as a matter of adjudication between the parties, whether the conduct of the company’s affairs was unfairly prejudicial to the interests of a member, applying the standards reflected in Regulation 89 and the general law. Any relief that may follow must be confined to remedies within the Court’s judicial competence, operating between the parties. Nothing in this analysis entails the exercise of regulatory or administrative functions reserved to the Authority.

(2) Pleading discipline and the scope of the counterclaim

481. The Claimants submit that aspects of Mr Shehata's counterclaim, as advanced in closing, go beyond the scope of the Defence and Counterclaim as permitted to be reamended shortly before trial.

482. I accept, as a general proposition, that justice is ordinarily furthered by deciding cases on their merits rather than by undue reliance on technical pleading points. Courts should not adopt an overly formal approach to pleadings that obscures the real issues in dispute or prevents a party from advancing a substantively arguable case merely because it is imperfectly expressed.

483. That principle, however, must be applied in its procedural setting. In the present case, the Court was required, on the eve of trial, to determine an application to amend the counterclaim, where the trial was imminent, and the proposed changes would have had material consequences for the fair conduct of the trial. By its order of 17 September 2025, the Court permitted only limited amendments to the Defence and Counterclaim and otherwise declined to permit further amendments.

484. That case management decision reflected considerations of trial readiness, procedural fairness, and proportionality. It ensured that the issues to be tried were defined with sufficient clarity to allow the Claimants to meet the case against them, and that serious allegations were advanced on a footing that could be fairly explored.

485. Those considerations inform the approach the Court must now take. Unfair prejudice claims involve a broad and flexible jurisdiction, often concerning serious allegations such as breaches of duty, improper purpose, bad faith, and awareness of conflicts of interest. In that context, proper particularisation is not merely a technicality. It is crucial for ensuring fairness to the opposing party by providing clear notice of the case to be met, and for the Court's capacity to manage and decide the dispute in an organised and principled manner.

486. Against that background, it would not be consistent with the Court's earlier procedural ruling, and with the requirements of fairness, to permit the effective expansion of the counterclaim at the stage of closing submissions by reliance on allegations, factual premises, or causal theories that were not within the scope of the reamendments permitted and were not tested in evidence at trial.

487. I therefore proceed on the basis that the unfair prejudice counterclaim should be decided within the confines of the Defence and Counterclaim as reamended with the Court's permission. Where a submission depends upon matters that fall outside those confines, I treat that as a reason to decline to decide the point. That approach does not elevate form over substance; rather, it reflects the need to ensure that serious allegations, advanced within a wide and evaluative jurisdiction, are resolved on a properly defined, fair, and trial-ready footing.

(3) Browne v Dunn and serious allegations with subjective elements

488. The Claimants also rely on the rule in Browne v Dunn, arguing that the counterclaim (as pleaded and advanced) largely hinges on serious allegations: dishonesty or bad faith, improper purpose, and awareness of conflicts. They contend that these matters were not directly put to them during cross-examination, and therefore, the allegations should be dismissed.

489. I accept that where a party wishes to invite the Court to make findings of dishonesty, bad faith, improper purpose, or awareness of conflict, fairness ordinarily requires that the substance of those allegations be put to the witness so that the witness has an opportunity to respond. That is particularly so where the alleged misconduct is serious and where, on the Defendants' own analysis, the relevant duties (best interests and proper purpose) are assessed by reference to the director's state of mind.

490. I further accept the Claimants' submission that, in multiple respects, cross-examination did not adequately address the essential propositions about their subjective state of mind that were later relied upon in closing (for example, that they did not honestly believe they were acting in HI Dubai's best interests, or that their dominant purpose was improper).

491. It follows that I approach the counterclaim with the following constraints:

492. That does not mean that unfair prejudice can never be found absent proof of subjective bad faith: unfairness is ultimately evaluative and objective. But where the pleaded case is advanced materially as one of breaches of duty requiring proof of state of mind, and where the Defendants seek relief on that footing, the forensic omission matters.

J4. Legal Framework: Unfair Prejudice (Regulation 89)

493. An unfair prejudice claim requires the claimant to establish that: (i) the affairs of the company have been conducted (or the company has done or omitted to do an act); (ii) in a manner that is prejudicial to the claimant's interests in his capacity as a shareholder/member; and (iii) that the prejudice is unfair.

494. The first requirement is important here: the conduct complained of must be the company's or involve conduct of the company's affairs. Conduct external to the company-such as acts of another legal entity undertaken through its own organs-will not, without more, be conduct of HI Dubai's affairs.

495. Unfairness and prejudice are distinct: conduct may be unfair without being prejudicial, and vice versa. In assessing unfairness, the Court considers the legal and relational context, including the Articles, any collateral agreements or understandings, and the statutory framework (including directors' duties).

J5. Determinative Issues

496. In light of the pleadings and submissions, the counterclaim falls into the following determinative questions:

4. Is the Regulation 79 claim (conflict / set-aside / account) properly pleaded and established?

497. Consistent with the Court's ruling of 17 September 2025, which permitted only limited re- amendments to the Defence and Counterclaim, the following findings address the unfair prejudice case within the scope of the pleaded allegations as allowed, and do not rely on unpleaded or untested expansions of that case.

J6. Findings and Determination

498. (1). First Allegation: Knowingly causing Al Khaleej to refrain from making payments due to HI Dubai / issuing orders with no intention to pay

499. This allegation is pleaded (in the permitted counterclaim) against the First Claimant. The Claimants submit it is not pleaded against the Second Claimant, and that the Court refused an amendment that would have introduced such an allegation against him. They further submit that, in any event, the allegation is legally incoherent because it concerns conduct of Al Khaleej's affairs rather than HI Dubai's affairs; and factually unsustainable because Al Khaleej contracted with HI Egypt, not HI Dubai, as found by the Riyadh Commercial Court.

500. I accept that, as pleaded, the allegation concerns the First Claimant's conduct regarding Al Khaleej's decision not to pay sums allegedly owed. If that conduct occurred, it is essentially conduct in the affairs of Al Khaleej (whether by act or omission), rather than conduct related to HI Dubai's affairs, unless there is a pleaded and proved nexus showing that the First Claimant used HI Dubai's corporate powers or decision-making to achieve that outcome. The counterclaim does not clearly specify such a nexus

501. Further, the allegation depends upon the premise that Al Khaleej owed the relevant debts to HI Dubai. The Claimants rely upon the Riyadh Commercial Court's rejection of HI Dubai's claim on the basis that the contractual relationship was with HI Egypt, not HI Dubai. Whether or not that judgment is determinative for all purposes in these proceedings, it is at least a substantial obstacle to the Defendants' attempt to proceed as if the existence of the debt were established beyond argument.

502. In any event, and critically for present purposes, it was not directly put to the First Claimant that he acted dishonestly or in bad faith against HI Dubai's best interests by causing Al Khaleej not to pay sums owed to HI Dubai, nor that he knew HI Dubai was the true counterparty and still procured non-payment. The Claimants are correct that the cross-examination largely focused on competing interpretations of documents and factual assertions about which entity contracted, rather than on the witness's state of mind and alleged bad faith.

503. For those reasons, I am not satisfied that this first allegation is made out as a basis for unfair prejudice. It fails both as a matter of pleaded coherence (the conduct of HI Dubai's affairs) and as a matter of forensic fairness (the failure to put the essential allegation of bad faith), and it is further undermined by the foreign-judgment point.

504. (2). Second Allegation: Diverting business and revenues relating to MCC from HI Dubai to Al Khaleej / entities controlled by the Claimants

505. The Claimants submit that this "diversion" allegation is insufficiently particularised; It is unclear what was diverted and on what legal basis HI Dubai is said to have owned or been entitled to it; the pleaded contracts relied upon are historic and expired; any case of automatic renewal is unpleaded and unsupported by evidence; and the allegation again concerns acts of Al Khaleej or other entities, not the conduct of HI Dubai's affairs. I accept that the diversion allegation, as pleaded, lacks the particularity ordinarily required for such a serious complaint in an unfair prejudice petition. In particular:

506. the pleaded case does not identify with precision the post 2021 contracts or arrangements said to have been diverted;

507. it does not articulate clearly the legal entitlement said to reside in HI Dubai which was diverted; and

508. It tends to elide distinct concepts: diversion of contractual opportunities, diversion of revenue payments, and non-payment of alleged debts.

509. I also accept the Claimants' point that, in the Defendants' pleadings and reply, the specifically enumerated contracts are for defined terms and (on their face and as pleaded) expired before the period in which the Claimants are said to have taken control of HI Dubai's affairs. According to the Defendants' pleaded case, those historic contracts cannot, without more, supply a continuing legal right in HI Dubai to insist that Al Khaleej continue contracting or continue paying.

510. I reject, as impermissible, any attempt to advance a new case based on contracts that automatically renew or that HI Dubai itself caused to be extended by the Claimants, where such a case is not properly pleaded and was not properly presented at trial. The Claimants are correct that this would constitute a significant shift in the factual and legal nature of the "diversion" complaint.

511. I further accept the Claimants' submission that a contracting party has no right to compel its counterparty to continue contracting indefinitely. If the Defendants' complaint is that Al Khaleej chose to contract with other entities (HI Egypt or HI Saudi), that fact alone does not establish that HI Dubai's business or revenues were unlawfully "diverted" from it, unless a pleaded and proved legal entitlement or protective obligation was breached. The counterclaim does not clearly articulate such an entitlement.

512. Once again, the Claimants' Browne v Dunn point is significant. To the extent this allegation is advanced as a serious breach of directors' duties (bad faith / improper purpose / deliberate diversion), those elements were not squarely put. The Court therefore cannot properly make the findings of subjective breach that would be necessary to support the allegation as pleaded and argued.

513. For these reasons, I am not satisfied that the diversion allegation, as pleaded and properly maintainable, is made out as unfair prejudice.

514. (3). Third Allegation: Taking steps to exclude Mr Shehata from the business of HI Dubai

515. The pleaded case outlines three forms of "exclusion":

516. I accept the Claimants' submission that the first two matters are, in substance, acts in other fora or in relation to other companies (Egyptian proceedings; internal management of HI Egypt). They are not, without more, conduct of HI Dubai's affairs. Even if they form part of a wider dispute between the individuals, they do not readily translate into unfair prejudice in the conduct of HI Dubai's affairs.

517. Regarding the removal of the general manager, the Court has already declared that the relevant resolutions were validly passed in accordance with HI Dubai's Articles and Regulations. This conclusion does not, on its own, resolve every complaint of unfair prejudice; however, it serves as a significant contextual factor. When the parties have agreed on a governance framework allowing for removal, and it has been lawfully implemented, it is not easily deemed unfairly prejudicial unless there is a pleaded and proven collateral understanding or inequitable conduct.

518. Here, the Defendants' case that removal was driven by improper collateral motives and bad faith was not squarely put to the witnesses in the manner necessary to justify such findings. In the absence of those findings, what remains is a complaint about the exercise of governance rights in accordance with the Articles, which is insufficient to establish unfair prejudice in the circumstances of this case.

519. I therefore reject the exclusion allegation as a foundation for unfair prejudice.

520. (4). Fourth Allegation: Acts contrary to HI Dubai's interests (foreign proceedings; registration steps; asserted continuing licensing/implementation without payment/permission)

521. The Claimants submit that these allegations fail for substantially the same reasons: they were not put as allegations of dishonest or bad faith conduct; they concern acts on behalf of other entities (Al Khaleej or HI Egypt), not HI Dubai; and they are premised on an incoherent proposition that HI Dubai had proprietary rights to Medica CloudCare revenues such that others needed its permission or needed to pay it.

522. I accept that, as pleaded, these allegations do not coherently identify acts taken in the conduct of HI Dubai's affairs, as distinct from positions taken by the Claimants in other capacities on behalf of other entities. This is especially so where the pleaded complaint about "continuing to license, implement and maintain" Medica CloudCare is framed as conduct undertaken without HI Dubai's permission, which underscores that the pleaded complaint is not about the management of HI Dubai's affairs but about what third parties are doing outside it.

523. I also accept the Browne v Dunn point: the Defendants did not squarely put to the Claimants that they acted dishonestly or in bad faith against HI Dubai's interests by making inconsistent statements in foreign proceedings or by pursuing registration steps. Absent proper cross-examination, the Court cannot properly infer the serious misconduct alleged.

524. Accordingly, these "acts contrary to interests" allegations are not made out as unfair prejudice.

J7. Regulation 79 Claim: Undeclared conflicts in transactions/arrangements between HI Dubai and Al Khaleej; account

525. The Defendants also advance a discrete claim that the Claimants breached Regulation 79 by failing to declare conflicts of interest in relation to transactions or arrangements between HI Dubai and Al Khaleej, and they seek relief on that basis, including an account.

526. Consistent with the Court's ruling of 17 September 2025 on the scope of permitted reamendments, the Regulation 79 claim is considered on the basis of the pleaded case as permitted and the evidence adduced at trial, without recourse to unpleaded or expanded allegations.

527. As advanced, this aspect of the case proceeds on the footing that HI Dubai entered into transactions relating to the licensing and use of **Medica CloudCare** within the Territories; that Mr Albulaihid, through ownership and control of Al Khaleej, and Mr El Shafaei, through his employment by Al Khaleej, had material interests in those dealings; and that those interests conflicted, or could conflict, with the interests of HI Dubai and were not declared as required by Regulation 79 and the Articles.

528. I accept that there were ongoing commercial dealings between HI Dubai and Al Khaleej of the general kind described, and that Mr Albulaihid and Mr El Shafaei had interests in Al Khaleej of the kind relied upon. Those matters are sufficient to bring Regulation 79 into consideration. The critical question, however, is whether the evidence establishes a contravention of Regulation 79.1 or 79.2 in relation to any particular transaction or arrangement.

529. In order to do so, it was necessary to demonstrate, by reference to specific dealings, that a transaction or arrangement was entered into or proposed by HI Dubai in circumstances where a disclosure obligation arose; that Mr Albulaihid and/or Mr El Shafaei were aware of the circumstances giving rise to that obligation; and that the disclosure required by the Regulation or the Articles was not made. The evidence did not permit those matters to be established with the necessary precision.

530. Although the Defendants relied on a general course of dealings relating to the licensing and use of Medica CloudCare, the evidence did not identify particular transactions or decision points at which disclosure was required and not made. Nor was the Court taken to evidence enabling it to assess, in relation to identified transactions, the scope of any disclosure obligation or the consequences said to flow from its non-observance. In those circumstances, the Court is not able to conclude that the requirements of Regulation 79.1 or 79.2 were contravened.

531. The further reliance placed on non-payment by Al Khaleej and on the continued utilisation of economic rights without payment raises issues of performance, enforcement, and alleged diversion of value. Those matters are considered elsewhere in the unfair prejudice analysis. They do not, without more, establish a failure to comply with the conflict of interest and disclosure regime established by Regulation 79.

532. Taking the evidence as a whole, I am therefore not satisfied that a breach of Regulation 79 has been established. The standalone Regulation 79 claim accordingly fails, and it follows that the request for an account, insofar as it is founded on that alleged breach, cannot be granted.

J8. Overall Conclusion on the Unfair Prejudice Counterclaim

533. For the reasons given above, I am not satisfied that the Defendants have established that HI Dubai's affairs were conducted in a manner unfairly prejudicial to Mr Shehata's interests as a member within Regulation 89.

534. The counterclaim fails at multiple threshold levels:

535. In those circumstances, the unfair prejudice counterclaim is dismissed.

J9. Consequences for Relief

536. In light of the dismissal of the counterclaim, no relief falls to be granted under Regulation 89 or Regulation 79.

537. For completeness, nothing in this conclusion prevents HI Dubai itself from pursuing any claims that it may have against Al Khaleej or others, nor does it determine any issues that are not necessary to dispose of the counterclaim as pleaded and advanced.

K. Conclusion and orders

K1. Conclusion

538. For the reasons set out above, the Court has found that the Licensing Agreement dated 14 November 2015, the Purchase Order dated 7 July 2016 and the Partner Reseller Certification dated 21 August 2017 are not authentic in the requisite sense and did not have legal effect at the time asserted. The Court has also found that Medica CloudCare was developed as a collective work under the direction, funding and control of HI Dubai and that, by operation of UAE law, the economic rights in Medica CloudCare vested initially in HI Dubai.

539. The Assignment Agreement dated 30 November 2021 and registered on 19 December 2021 was a genuine transaction. However, it was entered into under circumstances of an undisclosed conflict of interest in breach of Regulation 79 and is liable to be set aside, with an account of any profit, gain, or benefit.

540. The Claimants’ repayment claim in respect of payments made from HI Dubai’s HSBC accounts to Mr Shehata between September 2022 and August 2023 is established. Those payments were transactions or arrangements in which Mr Shehata had a material interest; the disclosure requirements of Regulation 79 were not complied with; the payments are set aside pursuant to Regulation 79.6; and an account is ordered on the terms set out below.

541. The Defendants’ counterclaim for unfair prejudice under Regulation 89 is dismissed, as is the stand-alone Regulation 79 allegation advanced in the counterclaim. No relief falls to be granted on the counterclaim.

K2 Should the Court declare that HI Dubai owns Medica CloudCare?

542. Notwithstanding those findings, I am not persuaded that it is appropriate to grant the declaratory relief now sought by the Claimants, that HI Dubai owns the intellectual property rights in Medica CloudCare.

543. No such declaratory relief was pleaded in the Particulars of Claim, and the case was advanced and defended on the basis that the question of ownership arose in the context of, and for the purposes of, the impugned transactions and the remedies sought in relation to them. That focus was reflected in the Claimants’ opening submissions, which identified the relief pursued as including orders under Regulation 79.6 setting aside the Purchase Order and the Assignment Agreement and directing an account of any profit, gain or benefit; alternatively, an order declaring the Purchase Order void or setting it aside on grounds of lack of actual or apparent authority; and orders setting aside the Payments and directing an account in respect of them. The Claimants did not, at that stage, seek a free‑standing declaration as to ownership of the intellectual property rights in Medica CloudCare.

544. The relief otherwise granted gives full and effective effect to the Court’s conclusions and resolves the dispute between the parties before it.

545. Furthermore, the evidence shows that Health Insights Egypt, which is not a party to these proceedings, has claimed ownership of the relevant economic rights in other jurisdictions. In those circumstances, and considering the discretionary nature of declaratory relief, I do not find it appropriate to issue a declaration that would, in essence, seek to resolve or pre-empt competing claims to ownership by a non-party. The Court’s findings on ownership are recorded in these Reasons, but the request for a stand-alone declaration is refused.

546. I have nevertheless considered whether a declaration confined to the parties to these proceedings might appropriately be made. I am not persuaded that such a course would be consistent with sound judicial comity or the orderly administration of justice. Even if framed as operating only “as between the parties”, such a declaration would carry a real risk of being treated, in substance, as a definitive determination of ownership and relied upon in other fora, thereby giving rise to the prospect of inconsistent judgments. Where related disputes touching upon the same proprietary rights may fall for determination elsewhere, and where an interested claimant is not before this Court, it is appropriate to exercise restraint. I therefore decline to make any declaratory order on ownership beyond recording the findings necessary to dispose of the issues that properly arise in these proceedings.

K3. Orders

547. The Court will order:

548. The Court’s provisional view is that it should make orders to the following effect.