Claim No: CFI 076/2024

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

APTIVA TECHNOLOGIES FZE

Claimant

and

LIBERTY STEEL GROUP HOLDINGS (EMEA) LTD

Defendant

JUDGEMENT OF H.E. JUSTICE ROGER STEWART

UPON the Part 7 Claim Form filed on 24 October 2024, as amended on 29 April 2025 (the “Claim”)

AND UPON the Claimant’s Amended Particulars of Claim dated 26 May 2025

AND UPON the Defendant’s Defence dated 23 June 2025 (the “Defence”)

AND UPON the Claimant’s Reply to Defence dated 10 July 2025

AND UPON the Case Management Order of H.E. Justice Roger Stewart dated 16 October 2025

AND UPON the Order of H.E. Justice Roger Stewart dated 19 December 2025, following the Pre- Trial Review held on 19 December 2025

AND UPON hearing Counsel for the Claimant at the Trial before H.E. Justice Roger Stewart on 27 January 2026 but at which the Defendant did not appear

AND UPON review of the Claimant’s Statement of Costs dated 28 January 2026

AND PURSUANT TO the Rules of the DIFC Courts (“RDC”)

IT IS HEREBY ORDERED THAT:

1. There be judgment for the Claimant in the sum of USD 476,768.68 plus interest of USD 66,029.74.

2. The Defendant shall pay to the Claimant:

3. The Defendant shall make an interim payment in respect of the costs of the action set out in 2(c) above of USD 25,000.

4. The Defendant is to make any submissions in respect of the total sum payable by way of costs within 7 days of the date of this Judgment.

5. The Claimant may reply to any such submissions 7 days thereafter.

Issued by:
Hayley Norton
Assistant Registrar
Date of issue: 2 February 2026
At: 4pm

Introduction

1. This is the Trial of the Claim relating to sums due under a purchase agreement dated 13 February 2024 for the supply of software for a three year period (the “Agreement”).

2. The Claimant, Aptiva Solutions FZE (“Aptiva”) is incorporated in the Ras Al Khaimah Economic Zone and, amongst other things, is a supplier and re-seller of software.

3. The Defendant, Liberty Steel Group Holdings (EMEA) Ltd (“Liberty Steel”) is a company incorporated in the DIFC in Dubai and is a part of the corporate group known as the Gupta Family Group Alliance.

The Non-Appearance of Liberty Steel at Trial

4. The Claim was, until very recently, fully defended by Liberty Steel with the following material points being taken in the Defence:

5. The Defendant appeared at the Case Management Conference and the Pre-Trial Review, produced documents and served two witness statements in support of its case.

6. On 23 January 2026, the parties exchanged skeleton arguments in advance of the Trial and filed them with the Court. Liberty Steel’s lawyers also sent a letter to the Court which materially stated

7. Liberty Steel’s skeleton argument:

8. The matter accordingly proceeded to Trial on 27 January 2026. At the Trial:

The Issues

9. I consider the following issues arise:

The Appropriate Approach to the evidence and submissions filed by Liberty Steel given its absence from the hearing and the non-attendance of its factual witnesses

10. RDC 29.41 provides that if a party has served a witness statement and he wishes to rely at trial on the evidence of the witness who made the statement, he must call the witness to give oral evidence unless the Court orders otherwise or he puts the statement in as hearsay evidence.

11. In the present case:

12. In the circumstances, I consider that I should pay no attention at all to the two witness statements which have been served and, accordingly, I disregard them.

13. So far as documents are concerned, RDC 29.122 provides that all documents contained in bundles which have been agreed for use at a hearing shall be admissible at that hearing as evidence of their contents unless the Court orders otherwise or a party gives written notice of objection to the admissibility of particular documents. As I have not been invited to order otherwise (and in any event see no reason to make such an order) and there has been no written notice of objection to the admissibility of particular documents, I consider that the documents in the agreed trial bundle are admissible as evidence of their contents.

14. So far as the written submissions are concerned, I consider that I can and should take account of them insofar as they rely upon matters which are established by evidence. I thus disregard points which are only made by reference to Liberty Steel’s witness statements. This includes specifically allegations which are made to the effect that Liberty Steel was misled as to when Aptiva paid Opentext. For reasons which appear below, I consider such allegations (which are not pleaded) to be irrelevant to the resolution of the dispute in any event.

Has Aptiva established the existence of a binding Agreement?

15. This is formally in issue on the pleadings and the non-admission is maintained in Liberty Steel’s skeleton argument.

16. I consider that there is no doubt but that a binding contract between the parties was concluded.

17. Following discussions between the parties, on 13 February 2024, Aptiva sent a quotation to Liberty Steel which:

18. On the same day, Liberty Steel sent an unsigned Purchase Order stating that a signed version would be sent the following day. Aptiva responded stating:

19. On 15 February, Liberty Steel responded with a signed purchase order under cover of an email which stated “Please find attached and let me know if all is in order”. This purchase order identified the software, the quotation number, the invoice and payment schedule and had three additional notes:

20. The above terms were plainly acceptable to Aptiva as it issued three invoices as set out in the documents. The first invoice was already due and the second and third invoices would have become due for payment in February 2025 and 2026 respectively.

21. At the latest by the time of the issue of the three invoices, the parties had thus concluded an agreement upon all essential terms. The formal analysis is, I consider that the purchase order of 15 February 2024 constituted a counter-offer which was accepted by the issue of the invoices. The contract was on the terms originally provided in the quotation save as modified by the purchase order. It follows that there were express terms of the Agreement:

The appropriate legal framework for assessing the sums due to Aptiva given the alleged cancellation and the applicable law relating to debt, repudiation, damages and mitigation

22. As set out above, the Agreement was for the supply of software for a three year period. Aptiva was obliged to supply the software for that period (and maintain it) whilst Liberty Steel was required to pay the agreed price in three annual installments.

23. The Agreement made it plain by an express term that it was not cancellable during its period although even absent such a term, it appears unlikely that there would have been a right to cancel within the three year period. There can be no question of any such right representing a penalty. Parties are entirely free to agree fixed or minimum periods for agreements and do so commonly and in a wide variety of situations.

24. The first payment of USD 147,577.78 became immediately due and payable upon conclusion of the Agreement. Aptiva is entitled to sue upon the same as a debt. No question of mitigation can or does arise in relation to a sum due as a debt.

25. There is a dispute on the pleadings as to whether Liberty Steel purported to terminate or cancel the Agreement in March and April 2024. Insofar as this depends upon oral evidence from Liberty Steel’s witnesses, I would not have been prepared to find that this took place. However, I consider that such a dispute is irrelevant to the resolution of this dispute:

Was the Software Fit for Purpose?

26. It is far from clear that a positive case to this effect was actually being made by Liberty Steel. The only basis for it appears to have been two articles in the Financial Times which do not even seem to refer to the correct software. Further I do not consider that the evidence establishes either that the software was sold for a particular defined purpose or that it was unfit for such purpose. The latter would almost certainly have required expert evidence but none has been tendered. Accordingly, there is no bar to sums being due to Aptiva.

Is the Claimed Interest Penal or otherwise Unenforceable?

27. No argument on this point is addressed in the skeleton argument of Liberty Steel. There is a dispute as to the correct principles between the High Court of Australia and the Supreme Court of the United Kingdom – see Andrews v ANZ Banking Goup (2012) 247 CLR 205 and Cavendish Square v Talal El Makdessi [2015] UKSC 67. A first instance judgment in the DIFC where one side chooses not to appear and provides no argument in support of an assertion is not the occasion upon which to consider the merits of the rival arguments in two such courts of high authority.

28. On the basis of the approach taken by either Court I do not consider the interest rate to be penal. The Supreme Court requires a clause to be “extravagant and unconscionable” in order for it to be penal. I do not consider that there is any basis for such a finding. Aptiva were acting as a re-seller of OpenText’s software. They were obliged to make a single payment to OpenText and were liable under their own contract with OpenText for the same rate of interest as that agreed with Liberty Steel. So far as their contract with Liberty Steel was concerned, although they sold, as one would expect, at a higher price than that agreed with OpenText, they were exposed to the risk of Liberty Steel not paying the second or third invoice. The agreed interest rate is, in any event, in respect of an unsecured debt and broadly equivalent to the rates charged on by, for example, credit card companies.

29. For the same essential reasons, I do not consider that the payment of the agreed rate of interest can be said to be “in terrorem” of Liberty Steel as required by the High Court of Australia. The agreed interest rate reflects, in my view, the risks taken on by Aptiva in relation to late payment of the price or part of it.

30. Accordingly, I consider that the contractually agreed interest is due on the first sum due which is claimed as a debt. Although this is claimed from 13 February, the correct date is, I consider 15 February 2024 when the contract was formed. Interest is thus due from 15 February 2024 until 2 February 2026 amounting to USD 52,181.88.

31. However, in respect of the other sums due, they are not claimed under the contract but as damages. No interest is due on the third sum as it would not have been due until 13 February 2026. In respect of the second sum, I consider it appropriate to award interest at a rate of 9% per annum under Article 118 of the DIFC Contract Law. This amounts to USD 13,847.85 making total interest USD 66,029.74.

Costs

32. Aptiva is entitled to the costs of the action including the court fees of USD 23,838.43. It has submitted a schedule of costs apart from the Court costs in the sum of approximately USD 45,000 and seeks an interim payment of USD 25,000. I consider such an interim payment to be reasonable. I also consider that this is a case where summary assessment should take place after Liberty Steel has been given the opportunity to make any submissions in relation to the claimed costs.