Claim No: CFI 097/2024

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

In the name of His Highness Sheikh Mohammad Bin Rashid Al Maktoum, Ruler of Dubai

IN THE COURT OF FIRST INSTANCE

BETWEEN

BRAND LOUNGE FZ LLC

Claimant

and

MOHAMED HILAL GROUP

Defendant

JUDGMENT OF H.E. JUSTICE SHAMLAN AL SAWALEHI

UPON the Claimant’s Part 7 Claim Form dated 20 December 2024 (the “Claim”)

AND UPON the Defendant’s Defence with Counterclaim dated 26 May 2025 (the “Defendant’s Counterclaim”)

AND UPON hearing Counsel for the Claimant and Counsel for the Defendant at the Trial held before H.E. Justice Shamlan Al Sawalehi on 5 May 2026 to 6 May 2026 (the “Trial”)

AND UPON the Claimant’s closing submissions dated 15 May 2026 and the Defendant’s closing submissions dated 15 May 2026 pursuant to the Consent Order dated 12 May 2026

IT IS HEREBY ORDERED THAT:

1. The Claim is awarded insofar as the Claimant’s entitlement to the unpaid invoices. The Defendant shall pay Claimant the amount of AED 913,500.

2. The Claim for additional damages is dismissed.

3. The Defendant's Counterclaim is dismissed in its entirety.

4. Costs shall be awarded to the Claimant on the standard basis, to be assessed by the Court in a separate costs order.

Issued by:
Delvin Sumo
Assistant Registrar
Date of issue: 16 June 2026
Time: 10am

Background and Procedural History

1. On 31 October 2022, the Claimant, Brand Lounge FZ LLC, and the Defendant, Mohamed Hilal Group, entered into a Branding Services Agreement (the “BSA”). Pursuant to the BSA, the Claimant was engaged to provide branding and related consultancy services to the Defendant over a contractual term of 24 months in return for a monthly retainer fee of AED 115,000.

2. On 28 April 2023, the parties entered into a further agreement, a Social Media Services Agreement (the “MSA”). Under the MSA, the Claimant agreed to provide social media and related marketing services for a period of 24 months in return for a monthly retainer fee of AED 60,000.

3. The Claimant’s case is that both agreements were structured as retainer-based arrangements under which the Defendant secured the Claimant’s time, resources and expertise throughout the contractual term. The Claimant contends that it performed services under both agreements and issued invoices in accordance with the contractual invoicing arrangements. The Defendant disputes that characterisation and contends that payment was contingent upon the proper performance of contractual services and the delivery of work meeting the standards required by the agreements.

4. The Claimant alleges that, although the Defendant paid invoices during the initial stages of the parties’ relationship, it ceased making payments from December 2023 onwards. According to the Claimant, nine invoices issued between December 2023 and May 2024 remained unpaid, giving rise to an alleged outstanding balance of AED 913,500.

5. From at least September 2023 onwards, the parties exchanged correspondence concerning the quality, progress and delivery of the contracted services. The Defendant raised concerns regarding delays, incomplete work and the standard of certain deliverables.

6. In an email dated 18 September 2023, the Defendant complained that progress on a number of projects was unsatisfactory. The Defendant subsequently reiterated its concerns in further correspondence, including emails dated 1 May 2024, 23 June 2024 and 29 August 2024, in which it alleged that certain projects remained incomplete and that aspects of the Claimant’s work required repeated revisions.

7. The parties thereafter engaged in extensive correspondence concerning payment of the outstanding invoices, the progress of the contracted services and the parties’ respective positions regarding performance under the agreements. The Claimant states that it continued to provide services notwithstanding the non-payment of invoices and repeatedly sought payment from the Defendant. The Defendant, for its part, maintains that it was entitled to withhold payment pending completion of outstanding work and resolution of its concerns regarding performance.

8. The Defendant further contends that, during discussions between the parties in late 2023, the Claimant acknowledged delays affecting certain projects and agreed to provide additional service periods without charge. The Claimant disputes the significance and legal effect of those discussions.

9. On 1 May 2024, the Defendant informed the Claimant that it would temporarily halt further payments pending clarification of outstanding work and completion of certain deliverables.

10. On 11 June 2024, following approximately six months of alleged non-payment, the Claimant notified the Defendant that it was suspending the provision of services. The Claimant contends that the suspension was effected pursuant to clause 6.6 of the BSA and the MSA, which it says entitled it to suspend services in the event of non-payment of invoices. The Defendant disputes that contention and maintains that the suspension was wrongful.

11. The Defendant disputed liability for the outstanding invoices. The Defendant's position is that it was entitled to withhold payment because certain work was incomplete, deficient or otherwise not delivered to the required contractual standard. The Defendant also contends that the value of the services actually provided was less than the sums invoiced and paid.

12. Following an assessment undertaken in September 2024, the Defendant concluded that approximately 63.5 per cent of the branding services had been completed and alleges that it overpaid the Claimant in the sum of AED 73,750. The Claimant rejects those allegations and contends that all sums invoiced are contractually due.

13. The present proceedings were subsequently commenced by the Claimant. The Claimant filed Particulars of Claim seeking recovery of the alleged outstanding invoices together with interest, damages and costs. The Defendant served a Defence and Counterclaim, to which the Claimant responded by filing a Reply and Defence to Counterclaim.

14. On 31 July 2025, the parties filed a Case Memorandum and List of Issues identifying the principal issues arising in the Claim and Counterclaim. Thereafter, by Order dated 5 August 2025, H.E. Justice Shamlan Al Sawalehi gave directions for the future conduct of the proceedings, including the filing of Trial submissions.

15. The matter proceeded towards Trial. The parties filed witness evidence, documentary evidence, an agreed chronology and written submissions. The Claimant filed its Skeleton Argument on 28 April 2026, which was subsequently re-filed on 4 May 2026. The parties also filed an Agreed Chronology on 28 April 2026.

16. The Trial took place before H.E. Justice Shamlan Al Sawalehi on 5 and 6 May 2026. Following this, the parties agreed, pursuant to a Consent Order dated 12 May 2026, to exchange and file written closing submissions. Both parties filed their Closing Submissions on 15 May 2026.

The Claim

17. Summarily, the dispute arises out of two consultancy agreements entered into between the parties, namely the BSA and the MSA. The Claimant contends that both agreements were retainer-based contracts pursuant to which it was entitled to receive fixed monthly payments in return for making available its personnel, expertise, resources and services throughout the contractual term.

18. The Claimant maintains that it duly performed services under the agreements and issued invoices in accordance with the contractual arrangements. It further asserts that the Defendant failed to pay nine invoices issued between December 2023 and May 2024, resulting in an outstanding indebtedness of AED 913,500.

19. The Claimant argues that, notwithstanding the Defendant’s non-payment, it continued to provide services for several months before ultimately suspending performance on 11 June 2024 pursuant to clause 6.6 of the agreements.

20. The Claimant seeks judgment for the outstanding invoices in the amount of AED 913,500. In addition, it seeks interest on the unpaid sums, damages allegedly resulting from the Defendant’s conduct, and an order for costs.

21. The Defendant disputes liability for the outstanding invoices and contends that payment was properly withheld because the Claimant failed adequately to perform its contractual obligations. The Defendant further maintains that the Claimant’s suspension of services constituted a wrongful repudiation of the agreements. By way of Counterclaim, the Defendant seeks repayment of AED 73,750, which it alleges was overpaid to the Claimant.

Claimant’s Submissions

22. Summarily, the Claimant submits that the Court should characterise both the BSA and the MSA as retainer-based agreements. It contends that the contractual structure, invoicing mechanism and parties’ course of dealing demonstrate that payment was not contingent upon the completion of particular deliverables. Rather, the Defendant agreed to pay monthly retainer fees in exchange for securing the Claimant’s time, resources and ongoing provision of services over the contractual term.

23. The Claimant relies in particular upon clauses 6.4 and 6.5 of the agreements. It submits that those provisions imposed an unconditional obligation on the Defendant to pay invoices within seven days of receipt. According to the Claimant, there is no contractual provision permitting the Defendant to withhold, defer or suspend payment pending completion of specified deliverables or satisfaction with the Claimant’s work.

24. The Claimant further relies upon the wording of the invoices themselves, which described the charges as being for the monthly retainer. It submits that the Defendant paid invoices in that form for more than a year before withholding payment and thereby acknowledged the retainer-based nature of the contractual arrangements.

25. The Claimant submits that it fulfilled its contractual obligations and provided services commensurate with, and exceeding, the value of the outstanding invoices. It relies upon evidence said to demonstrate extensive work across a number of brands, including ANA Restaurant, Khaltat, Anfasic and Hind Al Oud. It points to summaries of work, workshop materials, deliverables and project documentation, and contends that many of its designs and branding materials were ultimately adopted and deployed by the Defendant. The Claimant argues that the Defendant’s use of those materials is inconsistent with its present allegations that the work was deficient or unfit for purpose.

26. The Claimant submits that clause 3.2 of the agreements required it to exercise reasonable care and skill and to ensure that deliverables were of satisfactory quality and fit for purpose. It contends that this imposed an objective professional standard rather than a requirement to satisfy the Defendant’s subjective preferences. The Claimant argues that the Defendant has adduced no expert evidence and identified no objective benchmark by reference to which the Court could conclude that the services fell below the required standard.

27. The Claimant further submits that many of the delays and revisions relied upon by the Defendant arose because of the Defendant’s own changing requirements and repeated requests for revisions after prior approvals had been given. Reliance is placed upon evidence concerning the ANA branding project and the Defendant’s request to replace an approved typeface with the so-called “Bad Russian” font at a late stage of the project. The Claimant contends that implementing that change necessitated substantial redesign work and inevitably affected project timelines.

28. The Claimant submits that the Defendant was not entitled to withhold payment of the outstanding invoices. It argues that the Defendant’s purported suspension of payments had no contractual basis and was inconsistent with the parties’ prior course of dealing. The Claimant relies upon correspondence in which representatives of the Defendant repeatedly assured the Claimant that payment was being processed and would be made. According to the Claimant, those assurances are inconsistent with the Defendant’s subsequent assertion that payment had already been deliberately halted.

29. The Claimant further submits that the Defendant’s conduct constituted a breach of the obligation of good faith under Article 246 of Federal Law No. 5 of 1985 (the UAE Civil Code). It relies upon Articles 243 and 246 of the Civil Code as establishing the parties’ obligation to perform their contractual obligations in accordance with the contract and in good faith.

30. In relation to the suspension of services on 11 June 2024, the Claimant relies upon clause 6.6 of both agreements, which it says expressly entitled it to suspend services where the Defendant failed to make payments when due. The Claimant additionally relies upon Article 247 of the Civil Code, which permits a contracting party to withhold performance where the other party has failed to perform its own reciprocal obligations. The Claimant therefore submits that its suspension of services was lawful and did not amount to repudiation.

31. The Claimant also seeks dismissal of the Defendant’s Counterclaim. It submits that the Defendant’s allegation of overpayment is based upon a retrospective percentage- completion exercise which was neither contemplated by the agreements nor carried out contemporaneously. The Claimant contends that the exercise was undertaken solely within the context of settlement discussions and cannot give rise to any contractual entitlement to repayment. It further argues that any assessment of completed work must also account for substantial out-of-scope work undertaken by the Claimant without additional charge.

32. As to the legal framework, the Claimant relies upon clause 9.9 of the agreements, which provides that disputes arising from the agreements are governed by the laws applicable in Dubai. The Claimant relies upon Articles 243, 246, 247 and 265 of the Civil Code and Articles 72, 84 and 85 of Federal Decree-Law No. 50 of 2022 (the UAE Commercial Code). It submits that those provisions require parties to honour their contractual obligations, permit suspension of reciprocal obligations where one party defaults, and entitle a creditor to recover interest in respect of unpaid commercial debts.

33. The Claimant also relies upon authority said to support its position regarding contractual performance and good faith, including Dubai Court of Cassation Commercial Case No. 503/2025. In relation to interest, it relies upon Nashir v Nasib and Nasr (CFI-001-2024) and DIFC Courts Practice Direction No. 4 of 2017.

34. In its closing submissions, the Claimant placed particular emphasis upon evidence arising during the Trial and cross-examination. It submitted that the Defendant’s chief executive, Mr Hilal, made a number of admissions which undermined the Defendant’s case. The Claimant contended that Mr. Hilal accepted that the agreements were structured as retainers, accepted that there was no contractual provision permitting suspension of payments, and acknowledged that the decision to cease payments was a unilateral “commercial decision”. The Claimant submits that those admissions are fatal to the Defendant’s contention that payment obligations were contingent upon completion of deliverables.

35. The Claimant further submitted in closing that the Defendant had produced no documentary or expert evidence capable of substantiating allegations of poor quality work. It argued that the Defendant’s case ultimately rested upon subjective dissatisfaction rather than any objective failure to perform contractual obligations.

36. Accordingly, the Claimant seeks: (i) payment of the amount of AED 913,500 in respect of the outstanding invoices; (ii) interest, said to be recoverable at 9% per annum pursuant to the Commercial Code; (iii) damages arising from the Defendant’s alleged breaches; (iv) dismissal of the Defendant’s Counterclaim; and (v) an order for costs.

Defendant’s Submissions

37. Summarily, the Defendant submits that the Claim is not a straightforward debt recovery action but a dispute concerning the Claimant’s alleged failure to perform its contractual obligations under the Branding Services Agreement dated 31 October 2022 and the Social Media Services Agreement dated 28 April 2023 (together, the “Agreements”).

38. The Defendant asserts that the Claimant is not entitled to recover the claimed outstanding invoices because payment under the Agreements was contingent upon the proper performance of services. It submits that the Claimant failed to provide services with the reasonable care and skill required by clause 3.2 of the Agreements and failed to deliver outputs of satisfactory quality and fitness for purpose. Accordingly, the Defendant argues that no entitlement to payment arose in respect of the disputed invoices.

39. The Defendant maintains that concerns regarding the Claimant’s performance were raised repeatedly throughout the contractual relationship and were not, as the Claimant alleges, raised only after payment disputes emerged. In support of that contention, the Defendant relies upon correspondence from September 2023 onwards in which it complained of delays, unsatisfactory creative output, missed deadlines, incomplete deliverables, and a lack of progress on particular branding projects. The Defendant submits that these concerns were communicated contemporaneously and consistently, demonstrating that its decision to withhold payment was based on genuine dissatisfaction with performance rather than an attempt to avoid its contractual obligations.

40. The Defendant further submits that the Claimant’s performance was characterised by systemic delay and non-delivery. It points to requests made in September 2023 for revised project timelines and meetings to review outstanding deliverables, together with subsequent correspondence identifying continuing concerns regarding project progress, creative quality, and incomplete work. According to the Defendant, key projects remained unfinished well beyond their anticipated completion dates and substantial elements of the agreed scope were either delivered late, delivered in deficient form, or not delivered at all.

41. The Defendant also relies upon evidence that the Claimant itself acknowledged delays in performance. In particular, the Defendant refers to discussions held in November 2023, during which concerns regarding delays and creative output were allegedly recorded and the Claimant offered an additional month of services under each Agreement as compensation for delays that had occurred. The Defendant submits that this constitutes an acknowledgment that the services were not delivered in accordance with the agreed timetable.

42. In response to the Claimant’s assertion that additional or out-of-scope work contributed to delays, the Defendant submits that this explanation cannot excuse the Claimant’s failure to complete the agreed contractual scope. The Defendant argues that any out-of-scope work was to be considered separately and that the Claimant remained obliged to perform the contracted services in a timely and satisfactory manner.

43. The Defendant further contends that the Claimant did not deliver services commensurate with either the amounts invoiced or the sums claimed in these proceedings. It submits that an assessment of completed work undertaken by its personnel demonstrated that only approximately 63.5 per cent of the agreed scope under the Branding Services Agreement had been completed. On that basis, the Defendant argues that the value of services actually delivered was materially lower than the sums already paid by the Defendant.

44. The Defendant therefore rejects the Claimant’s contention that the Agreements created an unconditional obligation to pay monthly invoices. It submits that clauses 3.2, 6.1 and 6.5 must be read together and that payment obligations arose only in respect of services properly performed in accordance with the contractual standards. The Defendant contends that the quality and completeness of deliverables remained relevant to payment entitlement and that it was therefore entitled to review the services provided before making payment.

45. The Defendant submits that it was lawfully entitled to withhold payment of the disputed invoices pending resolution of the performance issues it had identified. It relies upon Article 247 of the UAE Civil Code, which provides that in bilateral contracts a party may withhold performance of its own obligations where the counterparty has failed to perform reciprocal obligations. The Defendant argues that its withholding of payment was therefore justified and did not constitute a breach of contract.

46. The Defendant further submits that the Claimant’s suspension of services on 11 June 2024 was wrongful and constituted a repudiatory breach of the Agreements. According to the Defendant, any right of suspension arising under clause 6.6 could not be invoked where non-payment itself resulted from the Claimant’s prior failure to perform. The Defendant argues that the Claimant suspended services while discussions concerning deficiencies and delays remained ongoing and before those issues had been resolved.

47. The Defendant also contends that the Claimant’s conduct was inconsistent with the obligation of good faith contained in Article 246 of the UAE Civil Code. It submits that the unilateral suspension of services during attempts to resolve performance concerns amounted to a material breach of the Agreements and prevented the completion of outstanding work.

48. As regards its Counterclaim, the Defendant submits that it paid the Claimant sums exceeding the value of services actually rendered. It contends that payments made under the Agreements exceeded the value of completed work by AED 73,750. The Defendant therefore seeks restitution of that amount and relies additionally upon Article 318 of the UAE Civil Code, which prohibits unjust enrichment. The Defendant argues that retention of the alleged overpayment would result in the Claimant being unjustly enriched without legal basis.

49. The Defendant further disputes the claim for damages. It submits that the Claimant has failed to establish any causal connection between the Defendant’s conduct and the alleged losses relied upon. The Defendant argues that any delays arose from the Claimant’s own failures in performance rather than from any act or omission on the Defendant’s part. It further contends that the Claimant has not adequately pleaded or evidenced the alleged losses, has failed to identify any lost business opportunities or quantify them properly, and has adduced no evidence of mitigation.

50. In closing submissions, the Defendant further submitted that the Claimant's construction of the Agreements was inconsistent with both the contractual language and the evidence adduced at Trial. It argued that the Agreements contemplated payment in consideration of the provision of identifiable services and deliverables, rather than payment solely for the reservation of the Claimant's time and resources. In support of that contention, the Defendant relied upon the detailed scopes of work, deliverables and timelines set out in the contractual schedules, which it said demonstrated that the parties contemplated the execution of substantive work within defined periods.

51. The Defendant also relied upon what it characterised as admissions made by the Claimant's principal witness during both his witness statements and cross-examination. According to the Defendant, the witness accepted that the contractual scope included both recurring services and one-off deliverables, that certain categories of work were intended to be completed during earlier stages of the contractual term, and that some aspects of the work were performed on a project basis rather than solely through ongoing resource allocation. The Defendant submitted that those admissions were inconsistent with the Claimant's contention that the Agreements operated as pure retainer arrangements under which payment became due irrespective of the delivery of work.

52. The Defendant further submitted that the Claimant had failed to discharge the burden of establishing performance of the services for which payment was claimed. It argued that the invoices relied upon by the Claimant contained only generic descriptions of work and were unsupported by sufficient contemporaneous documentation demonstrating the services allegedly performed during the invoiced period. Particular reliance was placed upon clause 6.4 of the Agreements, which the Defendant contended required invoices to be accompanied by adequate supporting information.

53. In that regard, the Defendant submitted that the Claimant had failed to produce contemporaneous records evidencing performance of key deliverables, including workshop records, attendance logs, agendas, outputs, resource-allocation documents and other project documentation. The Defendant also relied upon evidence concerning the "Think Tank" or leadership sessions contemplated by the Agreements, submitting that the contractual scope envisaged twenty-four such sessions whereas the Claimant's witness accepted that only a small number had in fact taken place.

54. The Defendant further argued that the contemporaneous correspondence demonstrated a persistent pattern of dissatisfaction concerning delays, lack of progress and the quality of the Claimant's work. It submitted that the concerns expressed in September 2023, November 2023, May 2024 and June 2024 showed that its complaints were longstanding and consistently communicated throughout the parties' relationship.

55. The Defendant also submitted that the Claimant's attempts to attribute delays to matters such as multiple stakeholders, staff turnover and requests falling outside the contractual scope were unsupported by contemporaneous communications. According to the Defendant, the Claimant's witness accepted during cross-examination that such matters had not been clearly raised with the Defendant at the time, and the Defendant contended that those explanations could not now be relied upon to excuse alleged non-performance.

56. Finally, the Defendant advanced a more developed challenge to the Claimant's reliance upon clause 6.6 of the Agreements. It submitted that the contractual right to suspend services arose only where a payment was properly due under the Agreements. Since, on the Defendant's case, the Claimant had failed to perform its obligations in accordance with the contractual standard, the Defendant argued that no payment had become due and that the contractual precondition for suspension had not been satisfied. The Defendant therefore contended that the suspension of services constituted a repudiatory breach of the Agreements. The Defendant further maintained that the Claimant had failed to establish any entitlement to damages, having adduced no sufficient evidence of causation, quantum or mitigation.

57. Accordingly, the Defendant invites the Court to dismiss the Claim in its entirety, enter judgment on the Counterclaim in the sum of AED 73,750, award interest on that amount, and order the Claimant to pay the Defendant’s costs of the proceedings.

Discussion and Conclusion

58. The central dispute between the parties concerns the proper characterisation of the payment obligations arising under the BSA and the MSA. The Defendant contends that the monthly fees became payable only upon proof that specific deliverables had been completed to the Defendant's satisfaction and in accordance with contractual standards. The Claimant, by contrast, submits that the agreements were structured as retainer arrangements under which the Defendant agreed to pay fixed monthly fees in exchange for the ongoing provision of branding, consultancy and social media services over the contractual term.

59. Having considered the contractual documents, the contemporaneous correspondence, the witness evidence and the submissions advanced by both parties, I accept the Claimant's construction of the agreements.

60. At the outset, it is important to distinguish between two separate questions. The first concerns whether the Claimant was contractually obliged to provide services with reasonable care and skill and to a satisfactory standard. The second concerns whether the Defendant was contractually entitled to suspend payment of invoices whenever it considered that the services provided were incomplete or unsatisfactory. The Defendant's submissions repeatedly conflate those issues. The existence of contractual performance obligations does not, without more, create a corresponding contractual right to withhold payment.

61. Clause 3.2 imposed obligations upon the Claimant to exercise reasonable care and skill and to ensure that services were of satisfactory quality and fit for purpose. However, nothing in clause 3.2 provides that payment becomes conditional upon the Defendant's assessment of performance, nor does it create a certification mechanism, milestone regime or contractual entitlement to suspend payment pending resolution of disputes concerning quality. By contrast, clauses 6.4 and 6.5 establish a clear invoicing and payment mechanism requiring payment within seven days of receipt of an invoice.

62. In my judgment, this issue is dispositive of a substantial part of the Defendant's defence. Even if one were to assume, for present purposes, that certain deliverables were delayed, incomplete or fell below the Defendant's expectations, it does not follow that the Defendant thereby acquired a contractual right to cease paying invoices rendered under the agreements. The existence of a complaint concerning performance and the existence of a right to withhold payment are separate legal questions. The former does not automatically give rise to the latter.

63. The Defendant's case proceeds on the basis that it was entitled unilaterally to suspend payment once it became dissatisfied with the Claimant's performance. However, the Court has been referred to no provision of either agreement conferring such a right. The parties could have agreed a contractual mechanism making payment contingent upon the achievement of specified milestones, acceptance of deliverables or certification of completed work. Equally, they could have agreed an express right permitting payment to be withheld in the event of disputed performance. They did not do so. Instead, the agreements contain a straightforward payment regime requiring invoices to be paid within seven days of receipt.

64. The significance of that omission should not be understated. Commercial parties are free to allocate risk and responsibility as they see fit. Where they have agreed an express payment mechanism, the Court's task is to enforce that bargain rather than substitute an alternative arrangement which one party may subsequently consider more commercially advantageous. To accept the Defendant's construction would be to imply a broad self-help remedy allowing the Defendant to determine for itself whether services had been adequately performed and, on that basis, to suspend payment indefinitely. Such a construction finds no support in the language of the agreements and would introduce a level of uncertainty fundamentally inconsistent with the contractual framework adopted by the parties.

65. Accordingly, even if the Defendant possessed legitimate complaints concerning aspects of the Claimant's performance, the proper course would have been to pursue such complaints through the contractual and legal remedies available to it. It was not entitled simply to stop paying invoices that had become due under the agreed payment regime. For that reason alone, the Defendant faces considerable difficulty in establishing a defence to the Claimant's claim for the outstanding contractual debt.

66. The Defendant's construction requires the Court effectively to imply a contractual right permitting unilateral suspension of payment whenever the Defendant considered that work was incomplete or unsatisfactory. No such provision appears in either agreement. Nor is there any objective mechanism by which the Court could determine when payment obligations crystallised under the Defendant's proposed construction. The commercial uncertainty generated by such an interpretation is readily apparent.

67. I also accept the Claimant's submission that the parties' course of dealing is inconsistent with the Defendant's present interpretation. For a substantial period, the Defendant paid invoices rendered in materially identical form to those now in dispute. Those invoices described the monthly retainers in substantially the same manner as the unpaid invoices. There is no evidence that, during that period, the Defendant required the Claimant to correlate individual invoices to specific completed deliverables before payment was made. The parties' conduct therefore supports the conclusion that the monthly fees were payable as recurring contractual consideration under a retainer arrangement rather than as payment for individually certified items of work.

68. This conclusion is reinforced by the evidence elicited at Trial. The Claimant placed considerable reliance upon admissions made by Mr. Hilal during cross-examination. Having reviewed the evidence, I consider those admissions significant. I consider Mr Hilal's evidence difficult to reconcile with the Defendant's interpretation, and so the agreements did not contain any express provision entitling the Defendant to suspend payment. He further accepted that the decision to cease payment was ultimately a commercial decision taken by the Defendant. Most importantly, he accepted that the agreements did not contain the year-by-year or project-by-project segmentation that the Defendant now seeks to introduce into the contractual analysis.

69. I am unable to accept the Defendant's submission that the agreements should properly be characterised as payment-for-deliverable contracts under which each invoice had to be justified by reference to completed milestones. Had the parties intended to adopt such a structure, one would expect the agreements to contain milestone provisions, acceptance procedures, certification mechanisms or express conditions precedent to payment. They do not.

70. The Defendant placed considerable emphasis upon the schedules to the agreements and the existence of identified deliverables and timelines. However, the existence of deliverables does not transform a retainer arrangement into a milestone-payment contract. Commercial retainers commonly include both recurring services and identifiable projects. The evidence of the Claimant's witness was entirely consistent with such an arrangement. The fact that certain projects were expected to be completed during particular phases of the contractual relationship does not alter the contractual payment mechanism that the parties ultimately agreed.

71. The Defendant further submitted that the Claimant failed to prove performance of the services for which payment is claimed. I do not accept that submission.

72. The evidence before the Court demonstrates that substantial work was undertaken by the Claimant throughout the contractual relationship. The record contains evidence of substantial work undertaken relating to multiple brands. Significantly, a number of those materials were ultimately adopted and used by the Defendant. Whilst the Defendant criticised aspects of the work and expressed dissatisfaction on numerous occasions, criticism of creative output is not equivalent to proof that contractual services were not provided.

73. Nor do I accept the Defendant's contention that the Claimant failed to meet the standard required by clause 3.2. The Claimant correctly submits that the contractual obligation is an objective one. The Defendant adduced no expert evidence addressing industry standards, no independent assessment of the allegedly defective work and no objective benchmark against which the Court could conclude that the services fell below the standard of reasonable care and skill or were not fit for purpose. The Defendant's case rests principally upon assertions of dissatisfaction. Such evidence is insufficient to establish breach of clause 3.2.

74. The Court accepts that at least some of the delays complained of by the Defendant arose in circumstances where project requirements continued to evolve and revisions were repeatedly requested. The evidence relating to the ANA project illustrates the point. The Claimant's evidence that substantial redesign work became necessary following requests for late-stage changes was not satisfactorily displaced. In those circumstances, it would be wrong to attribute all project delays exclusively to failures on the part of the Claimant.

75. The Defendant further relies upon Article 247 of the UAE Civil Code as justification for withholding payment. In my judgment, that reliance is misplaced.

76. Article 247 does not provide a general licence permitting one contracting party unilaterally to suspend performance whenever it becomes dissatisfied with the performance of the other. The Article operates within the framework of reciprocal obligations and must be applied consistently with the contractual bargain the parties have chosen to adopt. Here, the Defendant continued to receive the benefit of the Claimant's services while simultaneously withholding payment for a prolonged period. The Defendant did so notwithstanding repeated requests for payment and repeated assurances that payment was being processed. On the facts of this case, Article 247 cannot be invoked to override the express payment mechanism agreed by the parties.

77. To the contrary, the conduct of the Defendant is difficult to reconcile with the obligation of good faith embodied in Article 246 of the Civil Code. The contemporaneous correspondence demonstrates that the Claimant continued to perform services for many months notwithstanding persistent non-payment. During that same period, the Defendant repeatedly indicated that payment would be forthcoming. It was only later that the Defendant sought to justify non-payment by reference to alleged deficiencies in performance. Such conduct is inconsistent with the cooperative and good-faith performance of contractual obligations contemplated by Article 246.

78. I also reject the Defendant's submission that the Claimant's suspension of services on 11 June 2024 constituted a repudiatory breach. Clause 6.6 expressly entitled the Claimant to suspend services where payment due under the agreements remained outstanding. By June 2024, the Defendant had failed to pay invoices over a period of approximately six months. The preconditions for contractual suspension were therefore satisfied. In any event, Article 247 entitled the Claimant to withhold its own performance in response to the Defendant's continuing failure to perform its reciprocal payment obligations. The suspension was therefore both contractually and legally justified.

79. The Defendant's Counterclaim is equally unsustainable.

80. The alleged overpayment of AED 73,750 is founded upon a retrospective percentage- completion analysis undertaken by the Defendant after relations between the parties had deteriorated. That methodology finds no support in the contractual documents. The agreements do not provide for retrospective valuation exercises, percentage-completion calculations or clawback mechanisms of the kind now advanced by the Defendant. The Court is unable to identify any contractual basis upon which such an exercise could displace the agreed payment structure.

81. The Defendant's reliance upon Article 318 of the Civil Code likewise fails. Unjust enrichment cannot be used to rewrite a valid contractual allocation of risk and remuneration. The parties freely agreed the consideration payable under the BSA and the MSA. Having received the benefit of the Claimant's services over an extended period, the Defendant cannot invoke unjust enrichment merely because it subsequently formed the view that the commercial value received was less than anticipated.

82. Finally, I reject the Claimant's Claim for damages insofar as it extends beyond the unpaid invoices. Although the Defendant's non-payment constituted a breach of contract, the Claimant has not established a distinct head of recoverable loss beyond the contractual debt itself. The primary remedy is therefore recovery of the outstanding invoices together with interest.

83. Hence, I conclude that the Claimant has established its entitlement to recover the outstanding invoices in the sum of AED 913,500. The Defendant's defence fails and the Counterclaim is dismissed in its entirety.

84. Costs will be assessed by the Court on the standard basis, to be determined in a separate costs order.