Claim No: CFI 004/2023

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

ZUZANA KAPOVA

Claimant

and

(1) MILOSLAV MAKOVINI
(2) PHARM TRADE HOLDING LTD

Defendants

and

MR. SEBASTIAN KAPA

Third Party

ORDER WITH REASONS OF H.E. JUSTICE SIR JEREMY COOKE

UPON the settlement agreement between the parties (the “Settlement Agreement”) executed on 13 January 2026 providing, among other things, for the Claimant to pay the First Defendant the sum of EUR 1,000,000 (the “Settlement Sum”) in three instalments of EUR 400,000, (the “First Instalment”) EUR 300,000 and EUR 300,000 respectively, with the First Instalment falling due within fourteen days of the date of the execution of the Settlement Agreement, and, in the event of default in payment of the First Instalment, for the Settlement Sum to fall due at the election of the non-defaulting party (the “Accelerated Settlement Sum”) and for the stay of existing proceedings to be lifted in that event

AND UPON the Consent Order dated 14 January 2026 staying all further proceedings in this action with immediate effect and granting the parties liberty to apply (the “14 January Order”)

AND UPON the Defendants’ Application No. CFI-004-2023/20 dated 3 February 2026 (the “Application”), to lift the stay of proceedings due to the failure of the Claimant to pay the First Instalment and for an order that the Claimant pay the First Defendant the Accelerated Settlement Sum forthwith (the latter being the “Immediate Judgment Application”)

AND UPON the Claimant’s evidence in answer dated 10 February 2026

AND UPON hearing counsel for the Claimant and for the Defendants at the Application Hearing held before H.E. Justice Sir Jeremy Cooke (the “Judge”) on 14 April 2026

AND UPON the Judge providing an ex tempore decision in favour of the Defendants (the “Decision”)

AND UPON the Claimant’s oral application for permission to appeal the Decision (the “PTA Application”)

IT IS HEREBY ORDERED THAT:

1. The stay of proceedings is lifted to the extent necessary to permit the pursuit of the Immediate Judgment Application and the enforcement of this Order.

2. The Immediate Judgment Application is granted.

3. Judgment is entered for the First Defendant against the Claimant in the sum of EUR 1,017,950.68, being EUR 1,000,000 by way of the principal Accelerated Settlement Sum and EUR 17,950.68 by way of interest as calculated in the table appended at Annex A of this Order.

4. The Claimant shall pay the Defendants’ costs of the Application, summarily assessed on the standard basis in the sum of AED 54,000.

5. Interest shall accrue on the judgment sums from the date of this Order until payment at the rate of 9% per annum, being a total of EUR 251 per day on the sum ordered at paragraph 3, above, and AED 13.31 per day on the sum ordered at paragraph 4, above.

6. The Claimant shall pay the sums ordered at paragraphs 3 and 4 above to the First Defendant by no later than 4pm on 20 May 2026.

7. The PTA Application is refused.

Issued by:
Hayley Norton
Assistant Registrar
Date of issue: 29 April 2026
At: 2pm

1. A trial took place before me between the 6th and 9th of January 2026. But before judgment was given, the Parties entered into a Settlement Agreement. There was a Consent Order dated the 14th of January in relation to that Settlement Agreement, which was dated the 13th of January. The form of the Consent Order expressly referred to the full and final Settlement Agreement dated 12th January 2026, albeit that the signatures were in fact on the 13th.

2. In the Consent Order, it was provided that all further proceedings in the action be stayed with immediate effect and the parties have liberty to apply. The Settlement Agreement had a provision as to what was to happen in the event of a failure to comply with any provision of it. At Clause 4.1, the following appeared:

“Subject to the due and timely payment in full of the settlement amount in accordance with Clause 3 of this Agreement, the Parties hereby consent to and shall promptly take all necessary steps to procure a Consent Order in the form attached to Appendix A hereto, staying the claim and counterclaim in the DIFC Court. In the event of any failure by any party to comply with any provision of this agreement, the non-defaulting party shall be entitled to apply to lift the stay and proceed with the claim and/or counterclaim in claim number CFI 0042023 and/or to seek enforcement of this agreement before the courts of the Dubai International Financial Centre and/or any other court of competent authority or of appropriate jurisdiction as may be applicable”.

3. Mr Makovini applied to lift the stay and for immediate judgment in the Accelerated Settlement Sum.

4. On its proper construction, it seems to me to be absolutely clear that Clause 4.1 entitled a performing party in the event of non-performance by the other party to apply to lift the stay and to seek enforcement of the Settlement Agreement. That is made clear in my judgment by the use of the words "and/or." On its proper construction, the First Defendant, who I shall refer to as Mr. Makovini, was entitled to lift the stay and proceed with the claim or counterclaim and/or seek enforcement of the Settlement Agreement. Those words, "and/or," are capable of only one meaning. They enabled him to seek enforcement of the Settlement Agreement in conjunction with lifting the stay. Now, although there was no express term in the stay order that it could be lifted for the purpose of enforcing the Settlement Agreement, the effect of reading those two documents together, the Consent Order and the Settlement Agreement, was exactly the same as if the stay order had so provided. As a matter therefore of agreement between the parties, and as a matter of procedure, the court is enabled to lift the stay and to enforce the Settlement Agreement in exactly the same way as if a formal Tomlin order had been made which provided for a stay save for the purpose of enforcement of the Settlement Agreement.

5. As a matter, therefore of procedure, I do not need, it appears to me, to even turn to the provisions of RDC 4.51, which would enable the court to make an order to remedy any defect. A further defect is alleged in fact by the Claimant, to whom I shall refer as Ms. Kapova. That defect is said to arise in the form of the Application Notice dated 3rd February 2026, which does not specifically refer to seeking summary or immediate judgment under RDC 24.3. The application is one in which Mr. Makovini applied to the court for relief in the form of an order lifting the stay and an order that Ms. Kapova pay forthwith to Mr. Makovini the accelerated settlement sum of EUR 1 million, being the full Settlement Amount which became immediately due and payable following the Claimant's material breach of the Settlement Agreement, together with interest and costs. In seeking an order that the Claimant pay forthwith to the First Defendant the settlement sum, the First Defendant, Mr. Makovini, was plainly seeking, as it says, immediate payment. Therefore, the application, without referring to RDC Part 24, was seeking an immediate payment in accordance with those provisions. As a matter of procedure, therefore, I see no difficulty whatsoever in dealing with this matter under the terms of the orders made by the court and the application which has been made to it.

6. Mr. Hanifeh, who appeared on behalf of Ms. Kapova, said everything that could possibly be said on her behalf. He contended that there was inconsistency in seeking to lift the stay and enforce the Settlement Agreement, a point which appears to me to carry no weight in the light of the express terms of Clause 4.1. He also referred to various issues of validity and enforceability of the Settlement Agreement and issues of fact which were said to arise in the context of any enforcement of that agreement, saying that those issues of fact were not capable of determination by this court on a summary judgment application. He went so far as to say that the application was fundamentally misconceived because the settlement was contractual in nature and could not be turned into an application for immediate judgment simply by lifting the stay. It was said that there was approbation and reprobation on behalf of Mr. Makovini in seeking to do so. I am bound to say that I can see nothing in those points at all. Contrary to the submissions of Ms. Kapova, if there are no material issues of fact to be determined and the claim is valid on the face of the Settlement Agreement, the court can enforce it by giving judgment for the settlement sums contained in it.

7. In fact, the terms of the Settlement Agreement make it plain that there is no room for any factual dispute which arises out of the discussions, negotiations, misrepresentations, or mistaken assumptions which led to the Settlement Agreement. It was intended to be, as expressed, a full and final Settlement. The only exception to that would be if there was a case of fraud being made out. And whilst there has been a suggestion of that as a possibility at paragraph 51 of Ms. Kapova's skeleton, the evidence both of Ms. Kapova herself and of her son Sebastian is not of any misrepresentation at all, let alone a fraudulent one, but one of non-disclosure. I have examined the Witness Statements and correspondence and find that what Ms. Kapova's evidence amounts to is that Mr. Makovini laboured, in pre-settlement discussions, the detrimental effect that criminal proceedings in Slovakia could have on Ms. Kapova, her business, and her son's career. What was not said on the evidence adduced by the Claimant is what the shape of any criminal proceedings was, or whether they were at any particular stage, or even that they were in fact current in the sense of being then in being. The evidence of Ms. Kapova and Sebastian Kapova is of assumptions made upon which the Settlement Agreement was concluded.

8. On Mr. Makovini's case, by contrast, he told them that the Slovakian Proceedings had been discontinued or stayed. In paragraph 9 of his Witness Statement, he said:

"I explained that the Slovak Criminal Proceedings had been discontinued or stayed, and that I had filed challenges seeking to reopen them, including a court challenge and a petition to the Constitutional Court. I said that as part of that settlement, I would withdraw those challenges.”

Now, whilst of course there is plainly a disputed issue of fact as to exactly what was said, it is clear from the documents that have been exhibited at MM21, pages 1 to 26 and 27 to 52, that in fact Mr. Makovini had sought a review of the prosecutor's decision not to proceed with the prosecution, and had applied to the Constitutional Court in relation to a breach of the Constitution and the Charter of Fundamental Rights and Freedoms. As a matter of fact, those challenges, to which he referred, were in existence at the time, whether or not they had suspensory effect on the criminal proceedings themselves, which it is said, and on the face of material before me rightly said, by this time were no longer in existence as such. There were, at that time, attempts by Mr. Makovini to reopen the proceedings, so that there were steps that he had to take to bring his efforts to reopen them to an end.

9. The allegations or suggestions of misrepresentation, let alone of fraudulent misrepresentation can therefore not be made good on Ms Kapova's own evidence, let alone on Mr. Makovini's evidence, which is directly to the contrary and the evidence of her son adds nothing to the picture.

10. I turn then to the terms of the Settlement Agreement because it is clear in my judgment that Mr. Makovini is entitled to the judgment he seeks because there can be no relevant or material issues of fact which could invalidate his claim under the Settlement Agreement itself. It is necessary to look at the terms of that agreement in a little detail.

11. Clause 5.1 provided as follows: "Withdrawal of all cases in all jurisdictions.":

“Each party shall at its own cost and within 2 months of the execution of this agreement take all necessary steps to procure the withdrawal,

discontinuance, termination, or dismissal with prejudice where legally permissible of all judicial, arbitral, administrative, criminal, regulatory, or investigative proceedings of any nature whatsoever, whether current or pending in Slovakia and/or any other jurisdiction filed by it or on its behalf or its related parties against the other party and/or Party C, and shall cease and refrain from any further legal actions arising from the settled matters.”

The subclause went on to refer specifically to Mr. Makovini and Ms. Kapova taking all necessary steps to withdraw, discontinue, or procure dismissal of all proceedings in those jurisdictions. There is, as can be seen from the terms of Clause 5.1, no reference to any particular set of proceedings, whether civil, criminal, administrative, arbitral or investigative. The provision is that each party shall simply withdraw, discontinue, or procure the dismissal of all such proceedings. It is significant that there is reference both to current and pending proceedings as being the subject of the obligations in question. It is, as I have already said, plain from Exhibit MM1 that Mr. Makovini had applied for a review of the District Prosecution Office's decision in Prešov to dismiss his criminal complaint and to the Constitutional Court of the Slovak Republic under its constitution and the Charter to which I have referred.

12. Under the terms of Clause 5.1, Mr. Makovini had two months in which to fulfil his obligations, and when asked after the settlement had been concluded, on the evidence of Ms. Kapova, he produced the 2025 decision of the prosecutor which had given rise to the complaints which he made in September and October 2025 in seeking to have that decision reviewed and quashed. Those applications by him were current at the time of the Settlement Agreement, and it was those which he was obliged to withdraw. There is no allegation or suggestion that he has failed in respect of that obligation.

13. There is no room under the terms of the Settlement Agreement for any argument about misrepresentation, let alone non-disclosure or mistake or duress. I will turn to the terms of the settlement which make that plain in just a moment. I have already said that the Kapova Witness Statements and the response to the application do not allege misrepresentations, let alone fraudulent misrepresentations. What they do allege is non- disclosure and the assumptions that they made that criminal proceedings in Slovakia were still in being, as opposed to being the subject of a refusal by the prosecutor to continue. If one looks in detail at the Witness Statements, paragraphs 6, 18, 44, 59, and 69 of the response, paragraphs 44, 81, 84, 91, and 92 of Ms. Kapova’s Witness Statement are all to the same effect, and Sebastian Kapova's evidence adds nothing to the picture. It is also significant that the correspondence following the settlement, during which the status of the Criminal Proceedings emerged, does not show the Claimant alleging misrepresentation or seeking to set aside the Settlement Agreement on that basis. She merely sought clarification of the position in Slovakia. She specifically said in the correspondence that she was not terminating the Settlement Agreement. In the result, the Settlement Agreement has not been rescinded. It remains valid and enforceable on its own terms.

14. Under those terms, as I have now repeatedly said, there is no scope for allegations of non-disclosure or misrepresentation or mistake or duress, and no scope for raising issues of fact which could disentitle Mr. Makovini from the payments which he seeks. To make that point good, one needs only to refer to various clauses of the Settlement Agreement. Clause 2.1 provides that the agreement is to be fully and effective, binding upon the parties on execution without any condition precedent, further act, or formality, and is to be enforceable in accordance with its terms. Clause 2.2 is fatal to any allegation of duress. That provides:

"Each party confirms that it has had the opportunity to obtain independent legal advice prior to entering into this agreement, fully understands its legal effect and consequences, has the requisite authority and capacity to enter into this agreement, and enters into it voluntarily and without duress, coercion, misrepresentation, or undue influence.”

Of course, there is a theoretical possibility that someone could be compelled to enter into an agreement which included that clause, but the reality here, as is perfectly plain from all the circumstances, is that both parties were advised by their lawyers, an extensive period of negotiation followed from the hearing which took place before me, and the parties freely entered into a deal under advice from their lawyers, which was intended to resolve all disputes between them, a matter which the court had encouraged in the light of the evidence which it had heard. Clause 2.3 goes on to say:

"No party shall be entitled to revoke or withdraw from this agreement except in accordance with its express terms or as permitted under the applicable law governing this agreement, and each party expressly waives any right to challenge this agreement on the grounds of mistake, misapprehension, or subsequent change of circumstances to the fullest extent permitted by law.”

15. Clause 15 also provides that the agreement constitutes the entire agreement between the parties, superseding all prior agreements, negotiations, correspondence, discussions, promises, assurances, warranties, representations, and understandings, whether written or oral, relating to its subject matter. It is for that reason that it is not open, absent, fraud, to raise any case in relation to misrepresentations, mistake, assumptions, or duress.

16. The payment provisions of the agreement are set out in Clause 3. Under the terms of that clause, Ms. Kapova was to pay Mr. Makovini EUR 1 million. There was a further provision that Mr. Makovini was to pay a sum which was to be calculated by reference to net profits arising from future work jointly performed by the parties in the future, with them being bound to use reasonable endeavours for a period of 24 months to procure work capable of generating such profits. Again, there has been no allegation or suggestion of breach of that obligation by Mr. Makovini. The settlement agreement of EUR 1 million was to be paid by Ms. Kapova in three instalments. The first was payable within 14 days of the date of the execution of the agreement, by 27th January 2026 or thereabouts. The second instalment of EUR 300,000 was to be payable on the 30th of April, and the third instalment of EUR 300,000 before the 30th of September 2026.

17. Clause 8.4 provided that in the event of any failure by any party to comply with any provision of the agreement, the release of liabilities for which the Settlement Agreement provided should not take effect, and the non-defaulting party should be entitled to pursue all rights, remedies, and enforcement actions available to it. Of great significance is Clause 11, because in Clause 11.1, time was agreed to be of the essence in respect of material obligations. It was provided that any failure by a party to comply with any material provision of the agreement would constitute a material breach. Specifically, under Clause 11.4, any payment due under Clause 3 of the Settlement Agreement, if not made on its due date, was to constitute a material breach, and the result was that any outstanding unpaid amount should, at the election of the non-breaching party, become immediately due and payable together with interest on any overdue amount at the maximum rate permitted by applicable law calculated from the original due date until payment in full. It is not disputed that Ms. Kapova failed to pay the first instalment of EUR 400,000 on the 27th of January and was therefore in material breach of the Settlement Agreement, which would on its face entitle Mr. Makovini to rely on Clause 11.4 and claim the sum of EUR 1 million, which he did on the 3rd of February 2026.

18. In these circumstances, there are no triable issues. There is no real prospect of any success, in any defence that could be put forward and has been put forward. And no questions of fact or law arise in truth in relation to the entitlement of Mr. Makovini. It therefore follows that he is entitled to judgment in the sum of EUR 1 million and to interest in the amount set out in the attachment to Mr. Marenbon's skeleton. There, in that appendix, an interest calculation is set out which provides for interest on the first instalment from the 27th of January to the 14th of April, and on EUR 600,000 from 3rd of February to the 14th of April of this year, at the rate of 9%, which is the maximum permitted by law, being the judgment rate, that gives rise to a claim of EUR 1,017,950.68, and judgment is therefore given for that sum.

19. It follows that Ms Kapova must pay the costs of the Application and the Strike out Application on which she has failed and I assess those costs summarily at AED 54,000.