Claim No. CFI 009/2024

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

AMITESH GAHLOWT AMAR NATH SINGH

Claimant

and

COINVESTING CAPITAL LIMITED

Defendant

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JUDGMENT OF H.E. JUSTICE SAPNA JHANGIANI

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UPON hearing Counsel for the Claimant and Counsel for the Defendant at the Trial before H.E. Justice Sapna Jhangiani from 23 to 25 June 2025 (the “Trial”)

AND UPON a review of the documents and submissions recorded on the Court file and the transcript of the Trial

AND UPON reviewing DIFC Law No. 2 of 2019, as amended (the "Employment Law")

IT IS HEREBY ORDERED AND DECLARED THAT:

1. The Claimant was employed by the Defendant on a fixed term contract from 10 June 2020 to 10 June 2022, and another fixed term contract from 10 June 2022 to 10 June 2024. Pursuant to Article 10 of the Employment Law, any claims relating to the Claimant’s employment under the fixed term contract ending on 10 June 2022 would need to have been brought by 10 December 2022 to be considered by this Court.

2. The Claimant’s employment by the Defendant was terminated for cause through his resignation with immediate effect on 11 August 2023.

3. The Claimant was not paid his salary by the Defendant from 11 June 2022 until 11 August 2023, and his DEWS contributions were not paid from November 2022 onwards. The Claimant agreed to waive part of his outstanding salary entitlements as of November 2022, but that agreement is void pursuant to Article 11 of the Employment Law.

4. The Claimant is entitled to be paid his outstanding salary and DEWS contributions from 11 June 2022 until 11 August 2023. He is also entitled to be paid one month’s Wages (as defined in the Employment Law) in lieu of his notice period, pursuant to Article 63(2) of the Employment Law.

5. All remaining issues will be determined in the next phase of this case.

6. The parties shall consider settling the remaining issues in this litigation by any means of alternative dispute resolution. The parties shall each file a letter with the Court on or before 4pm on 19 November 2025 explaining the steps the parties have taken to resolve the remaining issues by alternative means. Such letters are not required to state any matters protected by without prejudice privilege.

Issued by:
Delvin Sumo
Assistant Registrar
Date of issue: 30 October 2025
At: 9am

SCHEDULE OF REASONS

1. This case comprises an employment dispute in which, unusually, a key issue in contention is whether the Claimant was in fact employed at all by the Defendant for a period of several months.

2. The Claimant is the former Senior Executive Officer (“SEO”) of the Defendant. His case is, in summary, that the Defendant failed to pay his wages and denied that it was his employer. On 11 August 2023, he sent an email to the Defendant purporting to terminate his employment with immediate effect for cause (the “11 August Email”). He claims sums due, damages, notice pay, penalties and compensation. He brings his claims under the Employment Law as well as DIFC Law No. 6 of 2004 (the "Contract Law"). Additionally, the Claimant claims that the Defendant failed to co-operate in cancelling his visa (which was eventually cancelled on 6 November 2024),and claims loss on account of this (although this loss has not been particularised).

3. The Defendant maintains that the Claimant’s employment terminated before 11 August 2023. The Defendant has alternative cases as to the date on which the Claimant’s employment ended.

4. In particular, the Defendant relies on a payment made to the Claimant and to DEWS by the Defendant on 21 November 2022, by agreement, of USD 53,000. It contends that in light of email exchanges preceding that payment:

5. The Defendant further submits that the Claimant’s claims under the Employment Law are out of time and that no claim can lie under the Contract Law.

6. At the Trial of this matter, the Claimant gave evidence on his own behalf. Mr Enzo Vellucci, the current ultimate beneficial owner of the Defendant, gave evidence on behalf of the Defendant, as well as Mr Isahaq Aslam, who was the compliance officer of the Defendant at all material times. The Defendant’s compliance function and finance function is outsourced to a company called Unitas, for whom Mr Islam worked at the material time.

7. In assessing the oral evidence tendered at Trial, my impression was that, whilst the version of events presented by the Claimant and Mr Vellucci differed in several respects,both generally believed the narrative they put forward. The contemporaneous documents on the record in this matter have provided considerable assistance in reconciling any material differences between the two narratives. Mr Aslam, as a party without an obvious personal interest in the outcome of this matter, provided evidence which was helpful in reconciling the two accounts, although he was not entirely disinterested, having been the compliance officer of the Defendant at all material times.

Factual Background

8. I set out the factual background to this matter in some detail, as the detail is relevant to the Court’s findings on key factual issues which arise for determination.

9. The Claimant entered into a contract of employment with a different entity to the Defendant, BanyanTree Bank Limited (“BTBL”), for a 2-year fixed-term running between 10 June 2018 and 10 June 2020, evidenced by an offer letter dated 4 June 2018 (the “Offer Letter”). I shall refer to the Claimant’s employment contract with the Defendant throughout his employment (as varied) as the "Employment Contract". Based on the Offer Letter, the Employment Contract provided for an initial basic salary of AED 426,000 per annum payable in equal monthly instalments.

10. On 3 October 2018, the Defendant was incorporated in the DIFC as 'BanyanTree Asset Management Limited' with company number 2994. It held a licence with the Dubai Financial Services Authority ("DFSA") (no. F004911) to carry out certain DFSA-licensed financial activities. It is not disputed that the Claimant’s Employment Contract was novated from BTBL to the Defendant, although the parties disagree about the impact of that novation. The Claimant’s employment visa was transferred to the Defendant on 17 October 2018. Upon the transfer of the Claimant’s employment, he received a statement of his “full and final settlement” from BTBL, even though his employment continued with the Defendant.

11. The Defendant wrote to the Claimant on 1 April 2019 to inform him that his annual basic salary was being increased to AED 540,000 and indicated that he would be sent a new employment contract (which did not in fact happen). It is not disputed that his Employment Contract was amended to increase his salary to AED 540,000 (equating to a monthly salary of USD 12,253), although this was not reflected in a written contract. The Claimant’s monthly salary remained at USD 12,253, save for a short period during the Covid-19 epidemic when it was reduced by 40%.

12. The Claimant’s role in the Offer Letter had been as “Relationship Manager”. On 3 February 2020, the Claimant took on the role of the Defendant’s SEO.

13. The SEO function is an important one and, pursuant to the DFSA’s regulations, must be carried out by an “Authorised Individual” who has been duly authorised by the DFSA (ie. approved) to carry out a licensed function for an “Authorised Firm” such as the Defendant. Pursuant to the DFSA Rulebook GEN 7.5.1, an Authorised Firm such as the Defendant with a DFSA Cat 3 License was required to have a SEO at all times (subject to limited exceptions which do not apply here), alongside a Finance Officer, Compliance Officer and Money Laundering Reporting Officer.

14. The DFSA Rulebook, GEN 7.4.2 describes the SEO role as follows:

15. It is not disputed that a Senior Manager would be an employed position, and a Director role may or may not be an employed position. Pursuant to GEN 7.5.4, the Defendant was required to register all of its Directors with the DFSA as “Licensed Directors”.

16. In July 2020, during Covid-19, the Defendant took the decision to terminate all employees except the Claimant. On 8 July 2020, Mr Aslam of Unitas wrote to the Claimant querying, “[i]s the firm looking to terminate all employees, including the SEO? The SEO is an [sic] key function and if this is the case, then the firm needs to have a replacement in mind.”

17. The employee termination letters were sent by the Claimant. One of the employees that was terminated was Zahra Zinnia Khan, the Defendant’s HR Coordinator, whose last date of employment was 11 August 2020.

18. It is not disputed that the Claimant’s employment with the Defendant continued beyond 10 June 2020, but there is no further written employment contract between the parties. The Claimant’s position is that he was employed under the same Employment Contract after June 2020, amended to remove the end date such that the contract became an indefinite contract. The Defendant’s position is that the parties entered into a new fixed-term employment contract between 10 June 2022 and 10 June 2024 on the same terms as the Employment Contract between 10 June 2020 and 10 June 2022.

19. The evidence of the Claimant was that the Defendant’s business suffered significant financial difficulties in 2020 and 2021, and that he was not paid from March 2021 onwards. Mr Sanjiv Singhal, the ultimate beneficial owner of the Defendant prior to Mr Vellucci, notified the DFSA on 12 January 2021 that he was minded to wind up the Defendant, although ultimately this was not done because he found a buyer for the Defendant.

20. In or around April 2021, negotiations took place between the entity that owned the Defendant at that time, BanyanTree Capital Advisors Limited (“BTCAL”), and the entity that currently owns the Defendant, Coinvesting Holding Limited (“CHL”), for CHL to purchase BTCAL’s shares in the Defendant. On 5 April 2021, a due diligence pack was shared with CHL. The list of “Ongoing Expenses Post Takeover in USD” in the due diligence pack featured a monthly salary of USD 13,000 to the SEO, and monthly DEWS payments in respect of the SEO of USD 1,700. It does not appear to be disputed that the main value in CHL purchasing the Defendant was to purchase the Defendant’s DFSA Category 3 licence, rather than the business of the Defendant. Unitas effected the introduction between CHL and the Defendant, for a fee payable if the transaction concluded.

21. On 17 June 2021, a Share and License Acquisition Agreement concluded the sale of the Defendant from BTCAL to CHL (the “SPA”). The SPA provides that the consideration for the acquisition of the licence would be USD 100,000, and that CHL would in addition pay an amount of USD 89,294 for outstanding liabilities owed for the DIFC and DFSA licences of the company. The change in control of the Defendant would complete once necessary consents had been obtained eg. from the DFSA.

22. Clause 6.6(g) of the SPA provides that all costs post the Effective Date (ie. 17 June 2021) would be to the account of the Purchaser. Clause 6.4 provides that the Seller would ensure and be responsible for all existing contracts of BTAML to be terminated or novated to the Purchaser, including employment agreements (although it is not clear why this would be necessary, given that all such contracts would lie with BTAML, and the sale of its shares would not affect such contracts).

23. On 26 September 2021, in response to a query from the DFSA, Mr Aslam of Unitas sent an email to the DFSA, with the Claimant in copy, stating “[o]ur understanding from our meetings and conversation with the UBO is that there will be no change of business plan or activities for the foreseeable future. The UBO will retain authorised individuals such as the SEO, Compliance and Finance Function as referenced in the [change of control application]”. Mr Vellucci’s evidence was that he did not in fact plan to continue the business, and these representations to the DFSA were therefore not accurate.

24. On 27 October 2021, the Claimant wrote to Mr Singhal stating that he was not being remunerated, and “[i]t is only fair to expect remuneration for the duties being delivered”. He indicated that Mr Vellucci had verbally agreed to share the cost of the Claimant’s remuneration with Mr Singhal, and sought Mr Singhal’s consent to share his remuneration 50:50 with Mr Vellucci. Further correspondence followed, including an email of 10 March 2022 to Mr Singhal in which the Claimant indicated that he had not received his salary for more than a year, and pointed out that the SEO was a mandatory function to keep the Defendant’s licence and business for sale. He requested payment for “all the work done in good faith as SEO”. Mr Singhal’s response was “I think the understanding between us is documented so there is no room for any confusion”, stating that the Claimant should bring the printouts to a discussion with him. The Defendant invites the Court to draw adverse inferences from the fact that the Defendant asked the Claimant for the documents which are referred to, and they were not disclosed by the Claimant. I have not found it necessary to draw any such inferences.

25. It appears that the conversation about Mr Vellucci and Mr Singhal sharing the Claimant’s salary equally fizzled out. In January 2022, an “Updated Regulatory Business Plan” was prepared by the Defendant, setting out the proposed business plan for CHL’s acquisition of the Defendant. Paragraph 4 of the plan states that the Board will consist of two Executive Directors – Mr Vellucci and the Claimant. The Claimant is described as “Executive Director and SEO”. Paragraph 4.3 entitled “Function of the SEO” provides as follows:

26. It is not disputed that the Claimant had good standing and a positive relationship with the DFSA, and this influenced the decision to retain him as SEO during the change of control.

27. On 11 February 2022, the DFSA issued a “Preliminary Decision Notice” by which it withdrew the Defendant’s licence to conduct financial services in or from the DIFC, on account of a number of reasons including that the Defendant:

28. Following the Preliminary Decision Notice, the Defendant made representations to the DFSA, which both Mr Aslam and the Claimant were involved in preparing.

29. The DFSA and DIFC approved the change of ownership of the Defendant on 5 July 2022 and 29 September 2022 respectively, such that the Defendant was approved to change from 80% ownership by Mr Sanjiv Singhal to 100% ownership by Mr Enzo Vellucci. It does not appear to be disputed that the approval for the change of ownership took longer than anticipated.

30. The DFSA’s approval of 5 July 2022 set out a number of conditions for the change of control, including:

31. On 26 August 2022, the Claimant wrote to Unitas as follows:

32. On 29 August 2022, Mr Aslam wrote to the Claimant, with Mr Vellucci in copy, attaching resolutions for signature stating that the Claimant and Mr Vellucci would become directors of the Defendant, and requesting the Claimant to “please commence the DFSA applications for yourself and Enzo”.

33. On 30 August 2022, the Claimant wrote to Unitas in an email headed “End of Service – Amitesh”, sharing the calculation of his “End of Service” along with supporting documents. Mr Ammar Azhar from Unitas, who fulfilled the finance function of the Defendant, responded the next day by email to state that he agreed with the Claimant’s calculations.

34. The Claimant wrote to the DFSA on behalf of the Defendant on 10 October 2022 with an update on the Defendant’s compliance with the DFSA’s conditions. One of the conditions was described as “Appointment of Amitesh Gahlowt as Director”. The status update of this condition was that a resolution of the Defendant had been executed which included the appointment of the Claimant as a Director, and the DFSA application had been prepared and was expected to be completed that week.

35. On 17 October 2022, the Claimant wrote to Mr Singhal, with copy to Sagheer Mohammed, Ammar Azhar, and Isahaq Aslam of Unitas, setting out the total sum of USD 270,730.44 to be paid to “Sanjiv Singhal / BTAC” in respect of the change of control. The reference to BTAC appears to be a reference to BTCAL. The calculation of the sum due to Mr Singhal / BTCAL is offset by the sum due to the Claimant, which is stated to be USD 59,942.30. The final payment due to Mr Singhal is expressed to be “Total Due to Sanjiv” and is calculated by adding the monies in the Defendant’s bank account to USD 75,000 due under the SPA (described as “SPA amount reduced from USD 100K to USD 75K”), minus “Total Due to Amitesh”.

36. The calculation of the amount due to the Claimant includes one month’s notice pay, and USD 7,500 for “work done on the withdrawal notice”. The Claimant’s explanation in evidence was that Mr Singhal asked him to prepare his “end of service” calculation on the same basis as the termination payments made to employees in 2020 (ie. including one month’s notice), and on the same template. It had also been agreed with Mr Singhal that the Claimant should add in USD 7,500 for work on the withdrawal notice (notwithstanding that this task would appear to fall within his role as SEO). The Claimant’s evidence on this was that he said to Mr Singhal, “Enzo is not paying anything right now, I need money" and Mr Singhal’s response was "Okay, fine, you take this amount on a withdrawal notice". Therefore, in the Claimant’s words, “I just grabbed whatever I could”.

37. Attached to the Claimant’s email was an excel spreadsheet titled “End of service calculation – Amitesh Gahlowt” on the Defendant’s headed paper. The Claimant describes this in the email as follows: “Calculation of the amount due to me. This calculation was checked by Ammar on the 31st August 2022. I have just added for the month of September & October 2022, if required Ammar can recheck the calculation”.

38. The spreadsheet set out the calculation of the USD 52,442.29 said to be owing to the Claimant aside from the USD 7,500 allocated for his work on the withdrawal notice. The spreadsheet referred to 31 October 2022 as the date of “Transfer of Employment due to Change of Control”, with the following accompanying note, which I highlight: “Due to Change of Ownership of BTAML from BTCAL to Coinvesting. Date for Calculation of End of Service under previous ownership”. I consider this wording as important in showing that, as the Claimant understood the situation, his employment was being transferred to CHL and the purpose of the calculation was simply to draw a line under the dues owing to him whilst the Defendant was owned by the previous owner. The calculation ends in a sum described as the “Final Net Balance owing to employee” of USD 52,442.29.

39. Also on 17 October 2022, the Claimant wrote to Mr Vellucci, with copy to Sagheer Mohammed, Ammar Azhar, and Isahaq Aslam of Unitas, setting out the total sum of USD 270,730.44 to be paid to “Sanjiv Singhal / BTAC” in respect of the change of control, after deducting “my dues that will be paid by Sanjiv”. The email states “My dues till 5th July 2022 will be paid by Sanjiv after that it will be paid by you as you are the approved controller”. This is different from the information conveyed to Mr Singhal that day to the effect that the dues owing to the Claimant had been calculated to include September and October 2022.

40. The email correspondence of 17 October 2022 does not reflect clause 6.6(g) of the SPA between BTCAL, as Seller, and CHL, as Purchaser, providing that CHL would be responsible for all expenses of the Defendant following 17 June 2021, the “Effective Date” under the SPA. In fact, it suggests a different agreement between the Claimant, Mr Vellucci and Mr Singhal that all dues owed to the Claimant up to at least 5 July 2022 would be paid by Mr Singhal.

41. The Defendant points out that the October 2022 correspondence shows a payment of around USD 270,000 due to be paid by Mr Vellucci to Mr Singhal, which is significantly higher than the USD 189,000 due under the SPA. Mr Vellucci’s evidence was that if the Claimant had added in to the due payment, on top of that, around USD 250,000 of unpaid dues owing to him, then the whole change of control transaction would have been jeopardised. The Defendant submits that the SPA transaction completing was the only way that the Claimant would receive outstanding sums due to him, and Mr Vellucci repeatedly emphasised in his evidence that he was adamant that the Claimant be paid his outstanding dues before Mr Singhal received any sale proceeds, which is why the Claimant’s calculations showed a deduction of sums owed to the Claimant before Mr Singhal was paid.

42. On 15 November 2022, Isahaq Aslam confirmed to the Claimant that he had reviewed “the application for you to become a director along with being the SEO” and had amended and signed it. He requested the Claimant to countersign it and submit it that day.

43. The Claimant’s evidence is that before 21 November 2022, sometime in October or November, he had a meeting with Mr Enzo Vellucci, together with Mr Sagheer Mohammed and Mr Aslam from Unitas, in which he discussed “settlement of the outstanding amounts up to that date so that we could move forward”. The meeting was a “closing” meeting for the SPA transaction, and there are conflicting accounts of this meeting (the “Closing Meeting”):

44. In relation to the Closing Meeting, based on all the oral and documentary evidence on the record, I find that:

45. The Defendant made a payment to the Claimant of USD 33,638.16 on or about 21 November 2022, and separately, approximately 27 months’ worth of DEWS contributions were paid to the Claimant’s DEWS account, comprising a total of around USD 53,000. The general ledger for the Defendant contains an entry on 21 November 2022 of a debit of USD 33,798.45, with the description “AMITESH GAHLOWT – AROUND 10 MONTHS SALARY AMITESH GAHLOWT”. The general ledger shows further salary of USD 12,253 accruing monthly on November 2022 and December 2022 - this appears to relate to Mr Gahlowt, as there were no others in direct service of the Defendant who would be paid a salary.

46. The Claimant’s evidence is that he understood the payment made to him on 21 November 2022 to be a retrospective payment of what had been owed to him, so as “to create a blank slate now that the Defendant was under new ownership”. Mr Vellucci in evidence was adamant that he “wanted to make sure [the Claimant] was paid every dime owed to him until [Mr Vellucci] bought the company”.

47. Following the change of control in the Defendant, the Claimant remained on the register of the relevant authorities as the Defendant’s SEO. The Defendant confirmed this to the DFSA in its change in control application, signed by Mr Enzo Napoleon Vellucci in his capacity as director of the Defendant.

48. On 22 November 2022, the application was submitted to the DFSA for the Claimant’s status to change from a Senior Manager to a Licensed director, whilst remaining SEO. His proposed job title was stated to be “Chief Executive Officer & Executive Director”. The Defendant relies on this application to show that the Claimant’s status changed from being employed by the Defendant to not employed. However, while it shows that the Claimant’s status changed to “Chief Executive Officer & Executive Officer”, it does not show that the Claimant ceased to be employed by the Defendant.

49. The Claimant continued to be registered as SEO and as a Licensed Director of the Defendant beyond 21 November 2022 until 30 August 2023. The extent of the work he undertook in this period is in issue, and his main role appeared to be to fill the mandatory licensed function as SEO of the Defendant. For example, when the Defendant’s name change was approved by the DIFC on 17 February 2023, it was the Claimant who was informed, and conveyed this information to Mr Vellucci, Mr Aslam, and Mr Azhar.

50. On 19 December 2022, the Claimant shared the Claimant’s bank statement with Unitas, and in the list of transactions, referred to payment of “part of the pending salary for Amitesh” (emphasis added).

51. In the minutes of the meeting of the Defendant’s Board of directors on 24 January 2023, the Claimant and Mr Vellucci were noted as being DFSA-approved directors of the Defendant, and the minutes provided that “[t]he SEO of the Company is Amitesh Gahlowt and has been approved by the DFSA. There are no other employees at the company at present”.

52. On 18 March 2023, the Claimant sent an email to Mr Vellucci entitled “Moving out of Coinvesting” (the “18 March Email”) which stated: "With reference to our discussion today on the subject of my resignation from the board and the role of SEO. I would like to tender my resignation. I am ok to support till the time you find a replacement.". Mr Vellucci’s response to this email was “What dues?”, to which the Claimant replied the next day: “These are my payable salary and benefits as per employment contract with BanyanTree Asset Management Limited now Coinvesting Capital Limited”. Mr Vellucci’s response was “Im confused. What exactly are you talking about? I gave you an offer in January which you turned down”.

53. The Claimant’s evidence is that after the email exchange above, he met with Mr Vellucci and Mr Vellucci asked him to reconsider his intention to resign, but there was a standoff because Mr Vellucci refused to agree to pay to the Claimant the sums which he claimed were due to him. Mr Aslam’s evidence is that Mr Vellucci and the Claimant called him from the meeting (the “March 2023 Meeting”) as they were arguing about the date from which the Claimant’s salary should be paid by Mr Vellucci. The Claimant considered it should be paid from July 2022, and Mr Vellucci, from November 2022. Mr Aslam shared his view that it should be paid from November 2022. I accept Mr Aslam’s recollection of this conversation.

54. On 27 March 2023, the Claimant asked Ammar Azhar of Unitas who performed the finance function for the Defendant to share details of aged payables on the books of the Defendant. Mr Azhar responded attaching a calculation showing almost USD 250,000 owing to the Claimant, including salary from June 2021 to October 2022, and November 2022 onwards. Mr Azhar stated “I understand that Sanjiv has agreed and settled your previous dues. Please let me know the amounts so I can adjust the accounting records accordingly”. The Claimant responded to say that the Defendant had paid USD 45,798 towards salary due to the Claimant, and that his salary for March 2023 would need to be included and “if settlement / name removal happens at a later date then salary for those number of days or month has to be added”. He added that the final settlement would include 1 month’s notice pay and leave encashment.

55. In a letter dated 30 April 2023 from the Defendant to the Defendant’s auditors which was signed by Mr Vellucci as “Director and Ultimate Beneficial Owner”, the Defendant indicated, “[w]e confirm that the End-of-service benefits as at the reporting date is amounted at USD 12,368 and this is completely owed to the SEO (Amitesh Gahlowt) of the Company”. The Claimant was copied on emails relating to the Defendant’s audit in April and May 2023, and assisted with the audit.

56. On 8 May 2023, the Claimant wrote to Mr Vellucci as follows: “With reference to my discussion regarding my resignation and my overdue salaries and DEWS contribution, request you to clear my dues and let me know by when I can be relieved”. Mr Vellucci’s response was to say that he would return on 3 June 2023. There was not a suggestion that the Claimant was already relieved, whether as an employee or SEO.

57. On 15 May 2023, the Claimant sent the calculation of the sums due to him to Mr Vellucci, based on the calculation provided to him by Mr Azhar on 30 March 2023. He stated that the total amount due to him as at 15 May 2023 was USD 263,025, adding, “I am happy to discuss the relieving date”.

58. On 22 May 2023, Mr Aslam wrote to the Claimant and Mr Vellucci as follows: “Let’s arrange a zoom call so we can close this chapter. Its dragging too long”. Mr Vellucci replied that nothing would be done until he returned (presumably from travels). The Claimant’s reply was that “[w]e already have done multiple discussions regarding this in the last two months. You have to decide and pay the dues. It has already been communicated what is due on the firm as per my employment agreement and DIFC Employment Law. If you want you can start withdrawing my name as an authorised individual and from the board. However, the dues will be calculated till the date my name is there on the firm”.

59. In the background, without the Claimant’s involvement, the Defendant had been looking at candidates to replace the Claimant as SEO in around June and July 2023.

60. On 24 July 2023, the Defendant’s quarterly compliance report for April, May and June 2023 was submitted to the DFSA. It acknowledged receipt during that period of several “SEO Letters” covering various regulatory updates sent by the DFSA to the Claimant as SEO, and includes the following: “[t]he Firm and the present SEO have decided to part ways. The withdrawal forms for AUT IND will be submitted by the firm within seven days of the date on which the SEO ceases to be employed by the firm, in accordance with GEN 11.7.1, in due course once that date has been confirmed”. Eddy Abramo is named as the “new employee to replace Amitesh as the SEO and licence director”.

61. On 25 July 2023, an application was submitted to the DFSA for Mr Eddy Abramo to be appointed as SEO and licensed director of the Defendant. That application was approved on 29 August 2023, effective from 29 August 2023.

62. On 7 August, the Defendant submitted a form to the DFSA 11 August 2023 to inform the DFSA of the withdrawal of the Claimant as SEO. In response to the question “what is the date that the individual stopped performing the licensed function?”, the date given is 31 July 2023.

63. On 11 August 2023, the Claimant sent the Defendant the 11 August Email in which he stated that he was terminating his employment for cause with immediate effect pursuant to Article 63 of the Employment Law. The reasons given were the Defendant’s failure to pay his salary on time, or at all, since March 2021, and its failure to pay his DEWS entitlements since November 2022. The Claimant further mentioned “serious and potentially defamatory” allegations made against him by the Defendant, and the Defendant’s assertions that he was not employed by it.

64. On 24 August 2023, a box of hard copy documents relating to the Defendant which had been retained by the Claimant was provided to a representative of the Defendant by the Claimant.

65. The Claimant remained registered as the Defendant’s SEO with the DIFC and DFSA until his withdrawal was effected by the DFSA, effective 30 August 2023. The Claimant remained on the Defendant’s employment visa until 6 November 2024.

Material Procedural History

66. A letter before claim was sent on 11 August 2023.

67. The Claimant filed these proceedings on 9 February 2024.

68. The parties’ Statements of Case comprise:

Court’s Decision

69. It was agreed during the Trial that issues relating to quantum are reserved to be determined at a later stage. The Court proceeds to determine the liability issues it is able to determine at this stage, the issues having helpfully narrowed somewhat since the “List of Issues” was first agreed between the parties. Each issue is set out below, followed by the Court’s analysis and decision.

70. I accept the principle relied upon by the Claimant from Harvey on Industrial Relations and Employment Law at G.(1)(a) relating to the requirement for consent for a variation to a contract:

71. Turning to the facts, I do not find persuasive the Claimant’s arguments that the parties, by their conduct, amended the Employment Contract in June 2020 to being one of indefinite duration.

72. The points relied upon by the Claimant are as follows:

73. At Trial, the Claimant argued that no evidence had been put before the Court showing that there was not an amendment of the Employment Contract to an indefinite contract, or a mutual intention to remain on a fixed term. However, to the contrary, I agree with the Defendant that there is no evidence suggesting that there was any variation to the terms of the Employment Contract, and the assumption must be that the Employment Contract was renewed on the same terms for a fixed term between 10 June 2020 and 10 June 2022, rather than the assumption argued for by the Claimant that no renewal was discussed because the Claimant was considered a permanent employee. I reject outright the Claimant’s suggestion in closing submissions that the Claimant’s evidence that it was obvious that his contract was converted to one of indefinite duration once he became SEO “was not subject to challenge in cross-examination”. The Claimant’s view that it is obvious that his Employment Contract was converted to one of indefinite duration does not make it so, regardless of whether that evidence was specifically challenged by the Defendant.

74. The Defendant argues that, because Article 14.3 of the Employment Law requires that an amendment to an employment contract has to be in writing and signed by both parties (unless it is of an administrative nature only), there would need to be an express amendment to give effect to that. Given my finding above, it is not necessary for me to make a finding as to whether Article 14.3 is engaged in these circumstances.

75. I find that the Claimant’s employment continued beyond 10 June 2022, and the parties entered into a further fixed-term Employment Contract running from 10 June 2022 to 10 June 2024. This does not appear to be disputed by the Defendant.

76. It does not appear to be disputed that no written Employment Contract was provided to the Claimant after his Offer Letter dating from June 2018, and that there was no written notice of the variation to his salary. It should be noted that after August 2020, there was no specific HR person within the Defendant, and the Claimant was the only employee for some time (until the period when it is disputed whether he was employed at all by the Defendant). The Claimant confirmed in cross-examination that he did not raise any concerns about the lack of a written employment contract.

77. The relevance of this failure is that the Claimant seeks a fine payable to the DIFCA pursuant to Article 57(4) of the Employment Law, or such other fine, penalty or compensation to the Claimant as the Court may determine be paid (Articles 67(1) and 67(2) of the Employment Law). Whether any fine is payable, and if so in what amount, will be determined in the next phase of this case. It is noted that the Claimant does not allege that any loss flowed from the breach of Article 14(3).

D. If the Claimant’s employment comprised consecutive fixed-term contracts, was such employment continuous?

78. The relevance of this issue is that, pursuant to Article 10 of the Employment Law, a claim under the law shall be considered by a Court either during an employee’s employment with an Employer, or not later than 6 months after the relevant employee’s Termination Date (subject to Articles 61(2) and 20(2) which are not relevant for present purposes).

79. The definition of Termination Date in the Employment Law includes a number of options, depending on the type of contract. Paragraph(c) of the definition (“Definition (c)”) provides that, in relation to an employment contract concluded for a fixed term, the Termination Date is the date on which the term expires.

80. The Claimant argues that when a fixed-term contract expires and then is immediately renewed, there is “continuous employment” and no termination, because the employment continues. The Claimant submits that the term “continuous employment” in other areas of the Employment Law (eg. Articles 62 and 66) shows that, notwithstanding Definition (c) of “Termination Date”, there must be a legislative intent for employment to be continuous in these circumstances, otherwise the concept would not be referred to. In other words, it cannot be the legislative intent to have a discontinuity and for there to have been a termination where, as a matter of fact, there was not a termination. The Claimant submits that legislative provisions have to be construed as a whole, and against the relevant legal background.

81. I do not accept that the concept of “continuous employment” as found in some sections of the Employment Law defeats the effect of Article 10 construed with reference to Definition (c), the combined meaning of which is clear and beyond doubt, even construing the law as a whole and against the relevant legal background. In my view, had the legislature intended otherwise, the law would have been drafted differently to reflect the meaning argued for by the Claimant. Although both parties relied on the case of Abdelsalam v Expresso Telecom Group Limited [2019] DIFC CFI 015 (12 May 2023), it was ultimately not of assistance to the Court because it was decided under the regime in force prior to the current version of the Employment Law.

82. The effect of my finding is that the Court shall not consider any claim by the Claimant relating to his employment by the Defendant under the fixed term contract ending on 10 June 2022.

Did the Claimant’s employment end on 10 June 2022?

83. I have already found above that the Claimant and Defendant entered into a fixed term Employment Contract from 10 June 2022 to 10 June 2024.

Did the Claimant’s employment end on 21 November 2022?

84. I find that the Claimant’s employment continued beyond 21 November 2022, for the following reasons:

85. I find that the fact that the Claimant was employed by the Defendant following 21 November 2023, and was held out as such, is reflected in the following evidence:

Did the Claimant’s employment end one month after 18 March 2023?

86. Although a number of authorities were tendered in relation to this issue, I find it can be decided very simply on the basis of the wording of the Claimant’s 18 March Email. To my mind, it is clear from the following words that the Claimant wished to express his intention to resign, whilst remaining employed by the Defendant until a replacement SEO could be found: "I would like to tender my resignation. I am ok to support till the time you find a replacement”.

87. It follows that I do not accept the Defendant’s position that the Claimant resigned through the 18 March Email, with an effective date for the end of his employment of one month later. The Claimant’s resignation email did not specify when his employment would end, as that was subject to when a new SEO could be appointed.

88. In any event, the Defendant’s position is significantly undermined by the evidence showing that the Claimant continued to be involved in the Defendant’s audit after 18 April, in April and May 2023, and remained the Defendant’s SEO until August 2023. Under the DFSA Rulebook GEN 11.7.1, the DFSA must be informed within 7 days of the withdrawal of an authorised individual, and the DFSA was not informed about the Claimant withdrawing as SEO until 24 July 2023, over 4 months later. Further, the Claimant continued to be registered with DEWS as an employee of the Defendant, as shown by the email from DEWS to the Claimant dated 2 July 2023 stating “[w]e are writing to inform you that a scheduled contribution into your DEWS account has been missed by your employer [BTAML]”.

89. Mr Aslam’s evidence is that he spoke to the Claimant about his 18 March Email after he received it. He was concerned because the Defendant required a SEO, and was in the middle of an audit. He considered the Claimant “was best placed to stay for the audit”. His evidence is that the Claimant stated that his notice period was “30 days anyway” and indicated he would speak to Mr Vellucci. Mr Aslam’s evidence does not undermine my finding that the Claimant’s employment did not end on 18 April 2023. Even if I were wrong in my construction of the 18 March Email, the documents referenced above show that the Claimant did in fact assist with the Defendant’s audit, and continued beyond 18 April 2023 as SEO licensed by the DFSA, maintaining his status as employed by the Defendant with DEWS. There are no documents on the record which are consistent with a termination of the Claimant’s employment on 18 April 2023.

90. The Defendant’s case on this issue (and generally) rests on an assumption that the Claimant was willing to be the Defendant’s SEO without any compensation (or employment). I reject this assumption. The Claimant’s email correspondence of 27 March 2023 to Mr Azhar in relation to his outstanding dues makes clear that he expected to be compensated (and therefore employed) until the date of his “name removal” as SEO.

The Claimant’s case on estoppel

91. Part of the Claimant’s case is that the Defendant is estopped from asserting that the Claimant’s employment terminated prior to August 2023 on the basis that:

92. Given my finding that the Claimant’s employment continued as a matter of fact following 21 November 2023 until his resignation with immediate effect on 11 August 2023, this issue would appear to fall away.

93. I have no hesitation in finding that a reasonable employee would have terminated the Employment Contract in the circumstances in which the Claimant found himself on 11 August 2023, given that he had not been paid anything since at least November 2022, and the relationship between him and the Defendant (represented by Mr Vellucci) had completely broken down.

94. Issues G and H are connected and I address them together, addressing first the Defendant’s case on estoppel under H.

95. The elements founding an estoppel are not in dispute and are as set out by Lord Tomlin in Greenwood v Martins Bank Ltd [1933] A.C. 51 at p.57:

96. To my mind, there is no doubt that the Claimant made clear and unequivocal statements as to his outstanding entitlements in his 17 October 2022 email to Mr Vellucci.

97. In that email, the Claimant clearly stated that all his outstanding dues had been calculated by him so that they could be settled by Mr Singhal. Mr Vellucci was given the impression that the Claimant’s dues were calculated to 5th July – being the date of the DFSA approval for change of control – and that Mr Singhal’s liability for the Claimant’s dues ended on that day. The Claimant’s email sets out an amount due to Mr Singhal and states “[a]bove amounts are after deducting my dues that will be paid by Sanjiv”. The compliance and finance officers of the Defendant at Unitas, Mr Aslam and Mr Azhar, were also copied on the email, so the representation was made to three representatives of the Defendant.

98. The Claimant’s own evidence is consistent with the representations made to the Defendant: "I understood this to be a retrospective payment of what had been owed to me to create a blank slate now the defendant was under new ownership with a view to working together to move forward and prepare the defendant to commence business."

99. The Claimant (alongside Mr Singhal) had an interest in the Defendant being sold to Mr Vellucci, otherwise the Defendant would almost certainly be wound up and given the financial position of the company, it would be unlikely that the Claimant would receive any outstanding dues at all (or that Mr Singhal would receive anything). I accept the Defendant’s submission and Mr Velllucci’s evidence that, had the Claimant made clear in October 2022 that his full outstanding salary of over USD 200,000 was due from April 2021 and would not be settled by Mr Singhal - but would in fact remain a liability of the Defendant - then the deal would have been unlikely to go ahead. For context, the total payment made on 21 November 2022 by the Defendant to the Claimant and Mr Singhal to trigger the change in control was around USD 270,000.

100. The fact that the Claimant included USD 7,500 for his work on the withdrawal notice in the sums to be netted off against the Defendant’s payment to Mr Singhal - with the explanation “I grabbed what I could” - is telling. The Claimant had no expectation of being paid by the Defendant for his outstanding salary dues dating back to April 2021 following the change in control because he had given the impression to Mr Vellucci that all his outstanding dues were being settled by Mr Singhal, and he had deliberately done so in order not to jeopardise the change of control transaction. He had to get what he could prior to the change in control because he and the Defendant would be starting with a “blank slate” after the change in control. It bears mentioning that all the witnesses appeared to agree that Mr Singhal and Mr Vellucci did not communicate directly in relation to the change of control transaction; the Claimant communicated with each of them separately and conveyed messages between them as required.

101. The Defendant’s estoppel argument is summarised in the Statement of Defence as follows:

102. The Defendant asserts that the estoppel argument is based on the same facts and matters as the Defendant’s position that “the sum of USD 53,000 was paid to the Claimant on or about 22 November 2022 in full and final settlement of all employment dues owed to the Claimant up to that point”. However, the estoppel argument rests on the proposition that Claimant conveyed his full “outstanding” entitlements to the Defendant in his 17 October email – which is what the Claimant’s 17 October email suggests - and the latter argument is based on a settlement (ie. compromise) having been achieved with the Claimant in relation to his outstanding dues. The latter is consistent with Mr Vellucci’s oral evidence as follows:

103. The Claimant’s evidence is that one of the items discussed at the Closing Meeting was “settlement of the outstanding amounts up to that date so that we could move forward”. One thing all the witnesses present at the Closing Meeting agreed upon was that Mr Vellucci refused to agree to pay any of the Claimant’s outstanding dues at that meeting (though it is not clear if his refusal applied to dues accruing after 5 July 2022). The Claimant’s evidence is as follows: “I had understood that Mr Singhal would pay my salary up to the effective date of the transfer and that this would be settled outside of the sale. That is why my outstanding salary did not appear in the calculations being circulated between Mr Singhal and Mr Velllucci by me, which were prepared to explain how the proceeds of the sale of the Defendant would be distributed…”. By the time of the Closing Meeting, it was clear that Mr Singhal was not going to settle all of the Claimant’s outstanding salary, which is why this is one of the items which was discussed at the Closing Meeting.

104. By the time Mr Vellucci made the payment in November 2022, after the Closing Meeting, it would have been clear to the Defendant (comprising him, Mr Aslam and Mr Ashraf) that the amounts to be paid to the Claimant did not represent his full outstanding entitlements, but a compromise of those entitlements. This entirely defeats the Defendant’s estoppel argument, based on the Claimant’s representations in his 17 October 2022 email to Mr Vellucci as to the amounts owed to him. The Defendant’s payment in November 2022 was not based on an understanding that the Defendant was receiving all outstanding dues owed to him by the Defendant.

105. What is left is the Defendant’s waiver argument that the payments made to the Claimant were “in full and final settlement of all outstanding claims as at October 2022, and the Claimant cannot now seek the payment of further sums now alleged to be owing”, as pleaded in the Defence. I turn to consider the impact of Article 11 of the Employment Law on that argument of waiver.

Article 11 of the Employment Law

106. Article 11 of the Employment Law is entitled “No waiver” and provides as follows:

107. I do not consider that Article 11(b) is engaged in relation to the compromise reached by the Claimant with Mr Singhal and Mr Vellucci, reflected in the payment made by the Defendant to the Claimant on 21 November 2022 (alongside the payment made to DEWS to bring the Claimant’s DEWS entitlements from the Defendant up to date). There was no written agreement between the Claimant and the Defendant setting out the Claimant’s waiver of his full legal entitlements. For the Claimant and Defendant to agree to waive any entitlements due to the Claimant, such an agreement would need to be recorded clearly in a written agreement, with the requirements of Article 11(b)(i) or (ii) applied.

108. In the absence of a written agreement complying with the requirements of Article 11(b), any agreement to waive a requirement under the Employment Law – unless expressly permitted by that law – would be void “in all circumstances” pursuant to Article 11(a). This includes a waiver of the Employee’s right to remuneration under Article 18 of the Employment Law. My interpretation is consistent with the purpose of the Employment Law set out in Article 3:

109. Whilst I consider that an agreement was reached between the Claimant, Mr Vellucci and Mr Singhal that the payment of USD 53,000 would be paid to the Claimant and DEWS to settle the Claimant’s entitlements up to the date of the change in control – notwithstanding the terms of clause 6.6(g) of the SPA – that agreement is void through operation of Article 11 of the Employment Law, and cannot be relied upon by the Defendant in these proceedings.

110. The Defendant relies upon the case of Chassy v Left Shift IT Ltd [2025] EWHC 225 (KB) at [34]. in which an argument of estoppel was raised to defeat a statutory entitlement for a worker not to suffer unauthorised deductions from their wages pursuant to Section 13 of the UK Employment Rights Act. It was held by the English High Court that Section 13 did not preclude an employer from raising waiver/forbearance/estoppel arguments. However, section 13 is not in the same terms as Article 11(a) of the Employment Law, which could not be clearer: any waiver not expressly provided for in the Employment Law, including in Article 11(b), is void in all circumstances.

111. Given my finding that the Claimant was on a fixed term Employment Contract until 10 June 2022 (and there was no continuous employment beyond that, as argued by the Defendant), any claim for non-payment under that fixed-term contract would need to be brought by 10 December 2022, and was not done so. The relevant period of nonpayment to the Claimant would therefore be from 11 June 2022 onwards. It is not disputed that the Defendant did not pay the Claimant from November 2022 onwards, and by the end of the Trial, the Defendant did not appear to dispute that the Claimant was not paid his salary from 11 June 2022 onwards. In any event, this was clear from the calculations provided to the Claimant of his outstanding entitlements in March 2023 by Mr Azhar.

112. There is no dispute that the Claimant’s Employment Contract was novated from BTBL to the Defendant in October 2018. This issue turns on the impact of that novation and whether the Claimant was in service for the Defendant for over 5 years. The Claimant’s position is that the Claimant was in service from June 2018 for the purpose of notice pay under Article 62 of the Employment Law, entitling him to a 90 days’ notice period. The Defendant contends that the Claimant has less than five years of service entitling him to 30 days’ notice, because the relevant period of service starts to run from 18 October. The Defendant relies on the following:

113. The starting point of the Court’s analysis is Article 62(2) of the Employment Law, which provides as follows:

114. Article 62(6)(b) provides that Article 62(2) does not apply “where it has been agreed in the Employment Contract that the Employee's employment will terminate on the expiry of a fixed term”. Given the Court’s finding that the Claimant was employed on successive fixed term contracts, Article 62(2) of the Employment Law is not engaged and this issue does not arise for determination.

115. The Claimant’s notice period is one month, as set out in the Offer Letter. He is entitled to be paid his Wages (as defined in the Employment Law) in lieu of his one month notice period, pursuant to Article 63(2) of the Employment Law.

116. As an alternative to his claim under the Employment Law, the Claimant pursues a claim against the Defendant under the Contract Law. Given that his claim was filed on 9 February 2024, the purpose of the contractual claim appears to be to meet any objection that his case was brought out of time under Article 10 of the Employment Law, in the event the Court did not find that he was employed until 11 August 2023. Whilst it seems unlikely to me based on the Employment Law and the previous caselaw of this Court that the limitation period in Article 10 can be sidestepped through an alternative case in contract, it is not necessary for me to determine this issue given my finding Claimant was employed until his resignation with immediate effect on 11 August 2023.

117. The Claimant amended his case in May 2024 to include an alternative claim under Article 20 of the Employment Law for unpaid wages. This amendment to his case gave rise to a number of issues, including (i) whether the amendment was introduced out of time; and (ii) if not, whether the Defendant failed to pay or unlawfully deducted the Claimant’s wages, and if so, for what period? Again, this alternative claim appears to have been pursued to meet any potential limitation issues arising if it were found that the Claimant’s employment ended prior to August 2023 (although it was not clear how it might do so). Given the findings I have made, it does not seem necessary to determine the issues arising from this claim.

118. A further issue which falls away is whether the Claimant is entitled to any payment of gratuity which accrued over the Claimant’s period of service prior to the DEWS qualifying scheme. Given my finding that the Claimant was on a fixed term contract until 10 June 2022, such that all claims arising before that date would need to have been brought by 10 December 2022, this issue does not arise for determination.

119. Should the parties consider any issues remain arising from the Claimant’s claims referred to above, those issues can be addressed in the next phase of this case

120. A number of issues remain to be determined. These include issues relating to quantum and remedies such as:

121. The remaining issues also include the following issues in relation to which the Court does not currently have sufficient material to make a determination, or has further queries:

122. All remaining issues shall be determined in the next and final phase of this case.

123. In relation to costs, there were no submissions on costs at the Trial. An order on costs will be issued at the conclusion of this case. For now, the Court observes that there is nothing in the present circumstances to suggest that the usual rule that costs follow the event should be displaced.