Claim No: CFI 007/2026

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

(1) BIMAL GANDHI
(2) NISHANT KAUSHIK

Claimants

and

(1) MUHANAD HISHAM MOHAMMED AZZEH
(2) PCS HOLIDING LIMITED
(3) I D CENTRIQ DIGITAL SOLUTIONS – L.L.C

Defendants

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ORDER WITH REASONS OF H.E. JUSTICE RENE LE MIERE

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UPON the Claimants’ Part 7 Claim Form dated 2 February 2026 (the “Claim”)

AND UPON the First and Third Defendant’s Application No. CFI-007-2026/3 dated 6 May 2026 seeking an order pursuant to Rule 4.16 (1) and/or (3) of the Rules of the DIFC Courts (“RDC”) striking out certain claims advanced by the Claimants together with consequential orders as to costs and the time for filing any Defence (the “Application”)

AND UPON hearing Counsel for the Claimants and Counsel for the Defendants at a hearing held before H.E. Justice Rene Le Miere on 17 June 2026 (the “Hearing”)

IT IS HEREBY ORDERED THAT:

Investment claims

1. The Claimants’ claims in misrepresentation and deceit arising out of the alleged investment of funds (the “Investment Claims”), being those matters pleaded at paragraphs 6.1–6.21, together with paragraph 13.7 insofar as it relates to those matters, are struck out in their present form.

Loan claim

2. The Second Claimant’s claim against the First Defendant in respect of the loan‑related sums (the “Loan Claim”), being the matters pleaded at paragraphs 8.1–8.9, together with paragraph 13.6 insofar as it relates to that claim, is struck out.

IDC claims

3. The claims advanced against the Third Defendant (IDC) (the “IDC Claims”), being those matters pleaded at paragraphs 10.1–10.10, together with paragraphs 13.8–13.9 insofar as they relate to those claims, are struck out in their entirety.

Liberty to apply to amend

4. The Claimants are granted liberty to apply for permission to serve amended Particulars of Claim.

5. Any such application:

Case management following amendment

6. If:

Time for service of Defence

7. The time for the First and Third Defendants to file and serve any Defence is stayed pending the determination of any application by the Claimants for permission to amend.

8. If permission to amend is granted, the First and Third Defendants shall file and serve their Defence within 14 days after service of the amended Particulars of Claim, or such further time as the Court may direct.

9. If no application to amend is made within the time permitted, no defence shall be required in respect of the claims struck out.

Costs

10. The Claimants shall pay the First and Third Defendants’ costs of the Application, summarily assessed in the amount of AED 180,000.

Liberty to apply

11. The parties shall have liberty to apply.

Issued by:
Delvin Sumo
Assistant Registrar
Date of issue: 24 June 2026
At: 12pm

SCHEDULE OF REASONS

A. Introduction

1. This judgment concerns an application dated 6 May 2026 made by the First Defendant, Mr Muhanad Azzeh, and the Third Defendant, I D Centriq Digital Solutions LLC (“IDC”), for orders striking out certain claims advanced against them in the Particulars of Claim pursuant to RDC 4.16(1) and/or (3), together with consequential orders as to costs and the time for filing any Defence.

2. The proceedings were commenced by the Claimants on 2 February 2026. By their Particulars of Claim, the Claimants advance various claims arising out of an alleged failed commercial relationship concerning a payments-technology venture associated first with the First Defendant, then with the Second Defendant, and subsequently, it is alleged, with IDC.

3. The present Application is directed not to the whole of the Claim, but to certain specific claims pleaded against the First and Third Defendants. Those claims are identified by the applicants as:

4. The Application was heard on 17 June 2026. The First and Third Defendants relied on the application notice, the Fourth Witness Statement of Seema Bono, and their skeleton argument. The Claimants relied on the Third Witness Statement of Christopher Gunson and their skeleton argument.

B. The Application

5. By their Application Notice, the First and Third Defendants seek orders that: first, the claims identified in the Application as the “Relevant Claims” be struck out pursuant to RDC 4.16(1) and/or (3); second, the Claimants pay the First and Third Defendants’ costs of the Application; third, the Claimants pay IDC’s costs of the proceedings; and fourth, the time for the First and Third Defendants to file any Defence be extended pending determination of the Application.

6. In summary, the First and Third Defendants contend that the claims challenged by the Application are either legally unsustainable as pleaded or are insufficiently particularised, including, in the case of the investment claims, by reason of the asserted failure properly to plead misrepresentation, falsity, and dishonesty.

C. Procedural history

7. On 2 February 2026, the Claim Form was issued.

8. On 4 March 2026, the Defendants acknowledged service.

9. On 17 March 2026, the Defendants filed an application for an extension of time to file a Defence. On the same date, the Defendants served a Request for Further Information under RDC Part 19 seeking further information concerning the Particulars of Claim.

10. On 10 April 2026, the Court made an order providing, among other things, that if the Defendants intended to dispute jurisdiction under RDC Part 12, any such application was to be filed and served by 13 April 2026, and that unless such an application was filed, the Defendants were to file and serve their Defence by 21 April 2026. The order further provided that if a jurisdiction challenge was filed by that deadline, the time for filing the Defence would be stayed pending the determination of that application unless the Court otherwise ordered.

11. On 13 April 2026, the First and Third Defendants filed an application contesting jurisdiction.

12. On 21 April 2026, the Second Defendant filed its Defence.

13. On 22 April 2026, the Claimants filed evidence in response to the jurisdiction application by the Second Witness Statement of Christopher Gunson.

14. On 5 May 2026, the First and Third Defendants sought to withdraw the jurisdiction application. That application has not been determined by the Court.

15. On 6 May 2026, the First and Third Defendants filed the present strike-out Application, together with the Fourth Witness Statement of Seema Bono.

16. On 8 May 2026, the Claimants filed the Third Witness Statement of Christopher Gunson in opposition to the strike-out Application.

17. On 12 May 2026, the Claimants filed a Reply to the Second Defendant’s Defence.

18. The parties thereafter exchanged skeleton arguments for the hearing of the strike-out Application.

D. The pleaded claims

19. The Particulars of Claim plead six heads of claim, identified as claims C1 to C6. They include claims by each Claimant arising out of what is described as the pre- establishment phase, the post-establishment phase, a loan claim, and an investment claim.

20. The relief section of the Particulars of Claim also seeks declarations and monetary relief against IDC in connection with the alleged transfer of assets, business operations, and economic value from the Second Defendant to IDC.

21. For present purposes, the challenged claims are as follows.

22. First, the Second Claimant’s claims against the First Defendant in misrepresentation, deceit and unjust enrichment in respect of funds said to have been invested by, or on behalf of, the Second Claimant.

23. Secondly, the Second Claimant’s claim against the First Defendant in relation to a loan entered into between the Second Defendant and a lender, in respect of which the Second Claimant provided a personal guarantee and later made payments.

24. Thirdly, the claims against IDC said to arise from the alleged transfer or continuation of the Second Defendant’s business, assets or economic value, and by which the Claimants seek to hold IDC liable for liabilities otherwise pleaded against the First and Second Defendants.

E. The issues

25. The issues arising on the present Application are:

F. The First and Third Defendants’ submissions

26. The First and Third Defendants submit that the claims challenged by the Application are liable to be struck out on the basis that they are either legally unsustainable as pleaded or fail to comply with the requirements of proper particularisation, notwithstanding the Claimants having had the opportunity to cure defects through the response to the Request for Further Information.

F1. Overview and significance of the challenged claims

27. The Application concerns three categories of claims:

28. The Defendants submit that these claims are of central significance. In relation to the First Defendant, the investment and loan claims constitute the substantial part of the financial exposure alleged against him; their removal would materially reduce the scope and quantum of the Claim.

29. In relation to IDC, the impugned claims are the only claims advanced against it, such that if they are struck out, it should not be required to participate further in the proceedings.

F2. The investment claims

30. The Defendants submit that, to plead deceit, the Claimants are required to plead, with proper particularity:

31. They contend that the Claimants have failed to satisfy those requirements in respect of the first three elements.

F2.1. Representations

32. The Defendants submit that the pleaded case fails to identify the representations relied upon with the requisite precision.

33. First, the pleading does not identify which representations are said to have induced the investment. The use of non-exhaustive language, including formulations such as “including” and references to “series” of representations, leaves unclear which representations form the operative case in deceit.

34. Secondly, the Particulars of Claim contain multiple alleged representations across different paragraphs, without clarifying whether each is relied upon, or whether some are merely contextual. This creates ambiguity as to the pleaded case.

35. Thirdly, the pleading does not identify with sufficient particularity when and how the representations were made. The Defendants rely on the Claimants’ response to the Request for Further Information, which refers broadly to oral representations made in “pre-contractual discussions” over an extended period, and to written representations in unspecified “correspondence” and documents, without identifying particular communications.

36. The Defendants submit that this lack of specificity is not a permissible matter of degree but a fundamental defect, leaving the First Defendant unable to properly plead a response or prepare evidence.

F2.2. Falsity

37. The Defendants submit that, for most of the alleged representations, falsity is either not pleaded or not particularised.

38. They identify instances where no allegation of falsity is made in respect of specific pleaded representations, and others where falsity is asserted in general terms without identifying the facts said to demonstrate that the statement was untrue.

39. The result, it is submitted, is that a necessary element of the cause of action is not adequately pleaded.

F2.3. Dishonesty

40. The Defendants submit that the pleading of dishonesty is entirely deficient.

41. Although the Particulars of Claim contain a conclusory allegation that the representations were made knowingly or recklessly, no primary facts are pleaded from which that inference could be drawn. The Defendants emphasise that, in accordance with established principles, allegations of dishonesty must be supported by the pleading of primary facts, not merely asserted.

42. The Claimants’ response to the Request for Further Information, which described this as a matter for evidence, is said to confirm that no proper particulars have been provided.

F2.4. Consequences of the deficiencies

43. The Defendants submit that these defects are not technical but fundamental. The pleaded case, it is said, is so uncertain that it cannot properly be responded to, nor can the case be efficiently managed at the stages of disclosure, witness evidence, or trial.

44. They further submit that the breadth of the pleading risks turning disclosure into an unfocused exercise and would require the First Defendant to speculate as to the case he must meet.

F2.5. Other responses

45. The Defendants reject the Claimants’ submission that they seek “disclosure-level” detail, contending that they seek only the identification of basic material facts.

46. They also reject the suggestion that the relevant matters lie within the Defendants’ knowledge, submitting that the Claimants must plead their own case in deceit, including the representations relied upon and the facts said to establish dishonesty.

47. For those reasons, the Defendants submit that the investment claims should be struck out.

F3. The loan claim

48. The Defendants submit that the loan claim against the First Defendant is legally unsustainable.

49. On the pleaded case, the loan agreement was entered into by the Second Defendant, and the Second Claimant provided a personal guarantee. The Claimants do not plead that the First Defendant was a party to either the loan or the guarantee.

50. The Defendants submit that, in those circumstances, the doctrine of contractual privity is a complete answer to the claim as presently pleaded.

51. They further submit that the Claimants’ reliance, in evidence, on an alternative case based on alleged misrepresentation inducing the guarantee is not reflected in the Particulars of Claim and constitutes a different, unpleaded cause of action.

52. Accordingly, the loan claim as pleaded discloses no viable cause of action against the First Defendant and should be struck out.

F4. The claims against IDC

F4.1. Nature of the pleaded case

53. The Defendants submit that, on a fair reading of the Particulars of Claim, the case against IDC is centrally premised upon the doctrine of piercing the corporate veil, being advanced on the basis that the Second Defendant’s business was transferred to IDC to evade existing liabilities.

54. They further submit that alternative formulations in the pleading do not articulate distinct and properly particularised causes of action, but rather seek to replicate liability alleged against the other Defendants without identifying the elements of any independent claim.

F4.2. The legal objection: piercing the corporate veil

55. The Defendants’ primary submission is that the doctrine of piercing the corporate veil does not form part of DIFC law in the manner relied upon.

56. They submit that DIFC law is statutory in character and does not recognise free-standing common law causes of action absent a statutory foundation. No provision of the relevant legislation, including the Companies Law, is identified that authorises piercing of the corporate veil.

57. Reliance is placed on the statutory affirmation of separate legal personality, subject only to exceptions provided “in this Law”, and the absence of any such exception encompassing veil piercing.

58. They further submit that to recognise such a doctrine would involve the creation of a new cause of action, which is impermissible.

F4.3. Alternative pleaded bases

59. The Defendants submit that the alternative formulations in the pleading—whether in restitution, unjust enrichment, or alleged knowing participation—are not properly particularised and do not identify the essential elements of any recognised cause of action.

60. They submit that:

F4.4. Conclusion on IDC claims

61. For those reasons, the Defendants submit that the claims against IDC disclose no viable cause of action and should be struck out in their entirety

F5. Amendment

G. The Claimants’ submissions

64. The Claimants oppose the Application and submit that none of the impugned claims is liable to be struck out. They contend that the Application impermissibly seeks to convert matters of detail, evidence, and case management into a strike‑out exercise, and that the pleaded case discloses viable and legally recognisable causes of action.

65. They further submit that, to the extent any deficiency of particularity arises, the appropriate course is not to strike out but further clarification, case management directions, or, if necessary, amendment.

G1. Overview

66. The Claimants advance three central propositions.

67. First, the impugned claims are legally recognisable and viable on their face. They are neither incoherent nor incapable of succeeding as a matter of law.

68. Secondly, the criticisms advanced by the First and Third Defendants are directed to the level of detail provided in the Particulars of Claim, not to the existence of a cause of action. The Defendants’ case is therefore said to fall outside the proper scope of RDC 4.16.

69. Thirdly, the Application is disproportionate. Even if further detail were required, the proper procedural route would be targeted clarification under RDC Part 19 or case management directions, rather than the striking out of substantive claims

G2. The investment claims

G2.1. Adequacy of the pleading

70. The Claimants submit that the investment claims are adequately pleaded.

71. They contend that the Particulars of Claim identify:

72. The Claimants emphasise that the case concerns a course of dealings involving repeated communications and inducements over time, rather than a single discrete representation. In such circumstances, it is submitted that the pleading of a pattern or series of representations is both appropriate and sufficient.

G2.2. Particularity and the Request for Further Information

73. The Claimants submit that they responded to the Request for Further Information and provided further explanation regarding the timing, mode of communication, and the general circumstances in which the representations were made.

74. They contend that the Defendants’ criticisms of those responses seek a level of granularity which goes beyond the requirements of pleading and enters the territory of evidence.

75. In particular, the Claimants submit that:

G2.3 Fraud and dishonesty

76. The Claimants submit that allegations of falsity and dishonesty are sufficiently articulated when the pleading is read as a whole.

77. They rely upon the pleaded factual matrix, including:

78. They contend that these matters provide the factual basis from which inferences of knowledge or recklessness may properly be drawn.

79. Further, they submit that any additional detail said to be required amounts to evidential elaboration rather than necessary pleading.

G2.4. Disclosure and “fishing”

80. The Claimants reject the contention that their case constitutes an impermissible attempt to obtain disclosure in aid of formulating a claim.

81. They submit that this is a case in which:

G3. The loan claim

G3.1 Nature of the claim

82. The Claimants submit that the Defendants have misconstrued the nature of the loan claim.

83. They contend that the claim is not confined to enforcing contractual rights under the loan agreement as against the First Defendant. Rather, the Claimants seek relief against all Defendants arising out of a broader commercial arrangement in which:

84. The Claimants emphasise that the relief sought is for loss caused by the loan-related exposure, not solely for enforcement of contractual obligations.

G3.2. Response to the privity argument

85. The Claimants accept that the First Defendant was not a party to the loan agreement. However, they submit that this is not determinative.

86. They contend that liability arises from the broader factual matrix, including the First Defendant’s role in procuring or inducing the relevant arrangements, rather than solely from contractual privity.

G3.3. Amendment and clarification

87. The Claimants accept that the pleading could be clarified to make the legal basis of the claim more explicit.

88. They submit, however, that any such issue is one of formulation rather than substance, and that the appropriate course would be to permit amendment if required, rather than to strike out the claim.

G4. The claims against IDC

G4.1 Nature of the case

89. The Claimants reject the Defendants’ characterisation of the IDC claims as resting exclusively, or even primarily, on the doctrine of piercing the corporate veil.

90. They submit that the pleas against IDC include multiple alternative bases, namely:

91. They emphasise that the pleading expressly advances these bases in the alternative.

G4.2 Piercing the corporate veil

92. The Claimants do not accept the Defendants’ legal submission that the doctrine has no place in DIFC law.

93. They contend that:

94. However, they submit that it is unnecessary to resolve that issue definitively at this stage, given that piercing is not the sole foundation of the claim.

G4.3 Particularity

95. The Claimants accept that some aspects of the pleading against IDC are expressed in general terms and may require further detail.

96. They submit, however, that:

G5. Procedural propriety

97. The Claimants submit that the Application is procedurally inappropriate.

98. They rely on the following matters:

G6. Conclusion

99. The Claimants submit that:

100. In the alternative, if the Court considers that further particularity is required, the appropriate course is to direct clarification or permit amendment, rather than to strike out the claims.

H. Applicable principles

101. RDC 4.16 provides that the Court may strike out a statement of case if it appears to the Court that the statement of case discloses no reasonable grounds for bringing or defending the claim, or that there has been a failure to comply with a Rule, Practice Direction or Court order.

102. A strike out application is not the occasion for a trial of disputed facts. The Court’s task is to consider whether the claim as pleaded discloses a legally recognisable basis for relief and whether it is pleaded sufficiently to enable the opposing party to know the case he has to meet.

103. Where allegations of fraud, dishonesty or misrepresentation are made, the pleading must comply with the applicable requirements of the RDC, including the requirement to set out details of any such allegation.

104. RDC 17.17 requires a claimant’s statement of case to contain a concise statement of the facts relied upon. RDC 17.43 requires a party who wishes to rely on fraud or dishonesty to set out full and specific details of those matters in the statement of case. A party who wishes to rely on misrepresentation must set out the details of any misrepresentation alleged.

105. It is also necessary to distinguish between, on the one hand, a claim which is legally unsustainable even assuming the pleaded facts to be true, and, on the other hand, a claim which may be legally recognisable, but which requires further particularity or clarification. In the latter case, the Court may consider whether amendment or further case management is the proportionate course.

I. The investment claims

I1. The pleaded case

106. The investment claim is brought by the Second Claimant. The Particulars of Claim allege that during the relevant period, the First Defendant made representations concerning, among other things, exclusivity arrangements with Fujitsu, the technological capabilities and commercial prospects of the venture, the establishment of a UAE entity, the issue of equity, and the return of invested funds if the relationship was unwound. It is further pleaded that, in reliance on those representations, the Second Claimant caused funds to be transferred for the benefit of the First Defendant and related entities.

107. The Particulars of Claim plead that the investment was procured through material misrepresentations made by the First Defendant and that the relevant statements were false and were made knowingly or recklessly as to their truth to induce the Second Claimant to transfer funds. The Particulars of Claim further plead claims in restitution and unjust enrichment.

I2. The applicants’ objections

108. The First Defendant submits that the pleaded representations are not adequately identified, that the pleading does not properly distinguish between oral and written representations, that particulars of timing and content are lacking, that most of the alleged representations are not adequately pleaded as false, and that no sufficient particulars are given of the facts and matters said to support the allegation that the First Defendant acted dishonestly or recklessly.

109. The First Defendant further submits that the Request for Further Information did not cure these matters because the responses were themselves said to be vague, non- exhaustive, and in part framed by reference to representations made “continuously” or “repeatedly”, without the identification of the primary facts required to support an allegation of dishonesty.

I3. The Claimants’ response

110. The Claimants submit that the investment claims are recognisable claims in misrepresentation, deceit, restitution, and unjust enrichment; that the representations are sufficiently pleaded by subject matter, period, and context; and that the degree of further specificity sought by the First Defendant exceeds what is required at the pleading stage in the context of an extended commercial relationship involving numerous communications over time.

111. The Claimants further submit that the Particulars of Claim and the response to the Request for Further Information identify the relevant representations, their alleged falsity, the reliance placed upon them, and the basis on which knowledge or recklessness is asserted, and that any further detail is a matter for disclosure, witness evidence, and trial.

I4. Decision

112. The Court must determine whether the investment claims, as presently pleaded, disclose reasonable grounds for bringing the claims and comply with the pleading requirements applicable to allegations of misrepresentation and deceit.

113. That requires consideration of whether the representations relied upon are sufficiently identified, whether their alleged falsity is adequately pleaded, and whether the allegation of knowledge or recklessness is supported by properly pleaded primary facts.

I4.1. Reasonable grounds

114. At a high level, the investment claims are not legally incoherent. A claim based upon misrepresentation inducing the transfer of funds discloses a recognised cause of action. The pleaded subject matter is capable in principle of giving rise to liability in deceit and associated relief.

115. However, the present Application is not concerned with the ultimate viability of such a claim in the abstract. It concerns whether the Claimants have articulated, in their pleading, a case which satisfies the requirements of the Rules and which gives the First Defendant fair notice of the case he has to meet.

116. It is first necessary to identify the standard to be applied to the pleading of representations in a case of this nature.

I4.2 Pleading requirements for representations

117. Where a claimant alleges that misrepresentations were made both in written communications and in conversations over an extended period, the claimant must identify, with a high but realistic degree of precision, the statements relied upon as constituting the actionable representations. It is necessary to plead, for each representation relied upon, its substance, the person by whom it was made, the person to whom it was made, and the medium by which it was communicated.

118. In the case of written representations, the claimant must identify the specific document or communication relied upon and the statement within it said to constitute the representation. It is not sufficient to refer generally to categories of documents or to rely upon documents exhibited to the pleading without identifying the representations they are said to contain.

119. In the case of representations said to have been made orally over a period of time, the court accepts that absolute precision as to dates and occasions may not be possible. However, the Claimants must nonetheless define the case by reference to identified occasions or clearly defined periods and by articulating the substance of the statements alleged to have been made.

120. Where a representation is said to have been repeated, that is to be pleaded expressly, and the Claimants may, where appropriate, identify representative occasions, provided that the pleading makes clear the precise scope of the representations relied upon.

121. The Court will not permit a plea framed in terms of a non‑exhaustive or open‑ended formulation—such as representations said to have been made “including but not limited to” those identified—nor a plea which leaves it to the Defendant to ascertain from a broad course of dealings, or from a body of documents, what the alleged representations are. The Defendant is entitled to know, before trial, the defined case he must meet.

122. Accordingly, in a case of this kind, the Claimants must convert a generalised narrative of communications over time into a closed and structured formulation of the representations relied upon. While the Rules do not require impossible precision, they do require that the case be pleaded with sufficient clarity and specificity to identify the actionable statements and the circumstances in which they were made.

I4.3. Identification of the representations

123. In my judgment, the Particulars of Claim do not identify with sufficient clarity the representations relied upon.

124. The pleading adopts a non‑exhaustive formulation, employing language such as “including” and referring to a “series” or “course” of representations made over time. It also sets out multiple alleged statements at different points in the narrative, without making clear whether each is relied upon as part of the operative case in deceit.

125. The difficulty is not one of mere drafting style. It is that the First Defendant is left unable to determine:

126. Further, the pleading does not adequately identify when and how the representations were made. The case is advanced by discussions occurring over an extended period and by reference to written materials in general terms, but without identifying the particular occasions or communications relied upon. The responses to the Request for Further Information maintain that position, referring broadly to oral discussions and written materials without confining the case to defined instances.

127. There is, as was observed in argument, a question of degree in such matters. A claimant is not always required to identify each communication with exact precision. But the present formulation goes beyond permissible latitude. It leaves the First Defendant to investigate a wide period and numerous interactions to ascertain for himself the case he is said to answer. That is not sufficient compliance with the requirement to plead material facts.

I4.4. Falsity

128. The pleading of falsity is similarly defective.

129. In some instances, the Particulars of Claim assert that representations were false. In others, no allegation of falsity is pleaded in relation to the statement relied upon, or no particulars are given as to why it is said to be untrue.

130. The pleading at times relies upon documents exhibited to the Particulars of Claim as demonstrating falsity. That may ultimately provide evidential support. However, the requirement at the pleading stage is to articulate, in concise form, the facts relied upon to show that the representation was false. It is not sufficient to refer generally to a body of documents and leave it to the opposing party to infer the basis of the allegation.

131. The result is that, taken as a whole, the Particulars of Claim do not set out with adequate clarity the facts said to establish the falsity of the representations relied upon.

I4.5. Knowledge of falsity or recklessness

132. The most significant deficiency relates to the allegation of dishonesty.

133. The Particulars of Claim contain a general assertion that the representations were made knowingly or recklessly as to their truth. However, no primary facts are pleaded from which that inference could properly be drawn.

134. Where a case of deceit is advanced, it is not sufficient to assert that the defendant knew the statement was false or was reckless. The pleading must identify the facts and matters relied upon to support that conclusion. That is because dishonesty is ordinarily an inference from primary facts, and fairness requires that those facts be disclosed in the pleading.

135. In the present case, no such primary facts are pleaded. Nor were they supplied in the responses to the Request for Further Information, the position taken being that such matters are for evidence. That approach is not consistent with the requirements applicable to allegations of fraud or dishonesty.

I4.6. Conclusion

136. For those reasons, I conclude that:

137. The deficiencies are fundamental to the proper formulation of a claim in deceit. As presently pleaded, the investment claims do not provide the First Defendant with fair notice of the case he is required to meet and are not suitable to proceed to disclosure and trial in their current form.

138. It follows that the investment claims cannot stand as presently constituted. The appropriate consequence is to strike out the pleading of those claims in their present form, with liberty to apply to re‑plead in conformity with the Rules.

J. The loan claim

Ji. The pleaded case

139. The Particulars of Claim plead that on 1 May 2024, the Second Defendant entered into a written loan agreement with a lender for a principal sum of USD 250,000, repayable as USD 375,000. The Second Claimant is pleaded to have provided a personal guarantee securing the Second Defendant’s obligations under that loan. The Particulars of Claim further plead that, after default, the Second Claimant made payments to the lender and later obtained an assignment of the lender’s rights in respect of the balance of the contractual interest. Relief is then sought against all Defendants jointly and severally for the loan-related sums.

J2. The Applicants’ objection

140. The First Defendant submits that this claim, so far as brought against him, is legally unsustainable because the pleaded documents identify the Second Defendant as borrower and the Second Claimant as guarantor, and the Particulars of Claim do not plead any coherent legal basis on which the First Defendant is personally liable for the loan or guarantee obligations.

J3. The Claimants’ response

141. The Claimants submit that their case is not confined to the proposition that the First Defendant was party to the loan documents. Rather, they submit that the First Defendant’s liability is said to arise from his role in inducing the Second Claimant to enter into the relevant arrangements and from the wider commercial relationship and associated causes of action relied upon elsewhere in the pleading.

J4. Decision

142. The issue in relation to the loan claim is whether the Particulars of Claim, as presently pleaded, articulate a legally recognisable basis upon which the First Defendant is liable to the Second Claimant in respect of the loan‑related sums.

4.1. The pleaded case

143. The Particulars of Claim plead that:

144. The pleading then asserts that the Defendants are jointly and severally liable for repayment of the relevant sums.

J4.2. Absence of contractual liability

145. In the pleaded case, the First Defendant was not a party to the loan agreement or the guarantee.

146. It follows that no contractual liability is pleaded against him. Neither the doctrine of privity nor any recognised exception to it is addressed in the pleading. The contractual rights acquired by the Second Claimant, whether by subrogation or assignment, are, on their face, rights against the borrower, being the Second Defendant. No basis is articulated by which those rights extend to the First Defendant.

J4.3. Absence of pleaded non‑contractual basis

147. The difficulty for the Claimants is not confined to contract. The Particulars of Claim do not articulate any alternative, non‑contractual basis upon which the First Defendant is said to be liable in respect of the loan‑related loss.

148. In particular:

149. The assertion of joint and several liability is therefore unsupported by any pleaded cause of action connecting the First Defendant to the loss claimed.

J4.4. Submissions as to the “broader arrangement”

150. The Claimants submit that the loan forms part of a broader commercial arrangement orchestrated by the First Defendant and that liability arises in that wider context.

151. That submission cannot assist the Claimants in the present form of the pleading. A general reference to a wider commercial relationship does not substitute for the identification of a legally recognisable cause of action. If the Claimants seek to advance a case that the First Defendant is liable in respect of the loan by reason of misrepresentation, inducement, or any other non‑contractual wrong, that case must be clearly and expressly pleaded.

152. The Court’s task on an application of this kind is to assess the case as pleaded, not as it might be reformulated by reference to subsequent submissions or evidence.

J4.5. Nature of the defect

153. The defect in the loan claim is not merely one of lack of particularity. It is more fundamental. As presently pleaded, the claim does not disclose any coherent legal basis upon which the First Defendant is liable for the loan‑related sums.

154. This distinguishes the position from cases in which a recognised cause of action is imperfectly particularised. Here, no such cause of action is articulated.

J4.6. Conclusion

155. For those reasons, I conclude that the Particulars of Claim, as presently pleaded, do not disclose a legally recognisable basis upon which the First Defendant is liable in respect of the loan‑related sums claimed by the Second Claimant.

156. The loan claim against the First Defendant must therefore be struck out in its present form. The question whether the Claimants should be given liberty to apply to amend falls to be considered separately.

K. The claims against IDC

K1. The pleaded case

157. The Particulars of Claim plead that from at least mid-2024, while the Second Defendant was insolvent or unable to meet its obligations to the Claimants, the First Defendant took steps to cease or abandon the Second Defendant’s operations and to continue the same business through IDC. The pleading refers to alleged continuity of operations, a public website, overlap in business activities, and the alleged transfer of business, assets, operations, and economic value from the Second Defendant to IDC.

158. The legal basis section pleads that the alleged transfer constituted an abuse of corporate personality undertaken for the purpose of evading existing obligations owed to the Claimants, and further pleads, in the alternative, claims in restitution, unjust enrichment, and liability said to arise from knowing participation or receipt. Relief is sought by way of declarations that IDC is jointly and severally liable with the First and Second Defendants and by way of alternative restitutionary relief.

K2. The Applicants’ objections

159. IDC submits that the claim against it is insufficiently particularised because the pleading does not identify with proper specificity the assets, business operations, or economic value said to have been transferred, the timing of any transfer, or the liabilities said to have been evaded. IDC further submits that the pleaded case rests centrally on a doctrine of piercing the corporate veil, which, it submits, does not provide a viable basis for relief under DIFC law in the manner pleaded.

K3. The Claimants’ response

160. The Claimants submit that the claim against IDC is not confined to a single doctrinal label but includes a broader case concerning transfer, continuation, misuse of corporate form, receipt of the benefit of the Claimants’ work and investment, unjust enrichment, and knowing participation. They submit that many of the relevant matters are peculiarly within the Defendants’ knowledge and are matters for disclosure and trial.

K4. Decision

161. The Court must determine whether the Particulars of Claim identify with sufficient clarity the factual basis on which relief is sought against IDC and whether the pleaded bases of liability disclose any legally recognisable cause of action.

K4.1. Identification of the factual basis

162. In my judgment, the Particulars of Claim do not identify with sufficient clarity the material facts said to give rise to liability on the part of IDC.

163. The case against IDC is advanced at a high level of abstraction. The pleading refers, in general terms, to:

164. However, the pleading does not identify, with the necessary particularity:

165. Nor does the pleading distinguish clearly between the factual bases said to underpin the various alternative formulations of liability. The result is that the IDC is left without fair notice of the case it is required to meet.

166. The Claimants advance several alternative bases upon which liability is said to arise. It is necessary to consider whether any of those bases is properly articulated and legally recognisable.

K4.1.1 Piercing the corporate veil

167. The primary tenor of the pleading is that the Court should treat IDC as liable for obligations otherwise resting with the First and Second Defendants by reason of an alleged transfer of business undertaken to evade existing liabilities.

168. Even assuming for present purposes that a doctrine of piercing the corporate veil may, in some circumstances, be available in this jurisdiction, the pleading does not identify the facts necessary to engage such a doctrine. It does not set out the primary facts said to constitute an abuse of corporate personality, nor the manner in which any existing obligation was deliberately evaded.

169. Further, the pleading does not identify any statutory or doctrinal foundation within DIFC law upon which such relief is said to rest. The case is advanced at a level of generality which amounts to an assertion rather than the articulation of a cause of action.

170. In those circumstances, the claim based on piercing the corporate veil does not, as presently pleaded, disclose a properly formulated and legally recognisable basis for relief.

K4.1.2 Unjust enrichment / restitution

171. The Particulars of Claim also refer to IDC having received the business, assets or economic value of the Second Defendant without consideration, and to liability arising in restitution or unjust enrichment.

172. However, the elements of such a claim are not pleaded. The pleading does not identify:

173. The formulation is therefore insufficient to constitute a properly pleaded claim in unjust enrichment.

K4.1.3 Knowing participation or receipt

174. The Claimants further allege that the First Defendant acted as a primary wrongdoer and that IDC is liable as a knowing participant or recipient.

175. That formulation is likewise deficient. No primary wrong is clearly identified in this part of the pleading, nor are the facts said to establish knowledge on the part of IDC or the acts said to constitute participation or receipt.

176. In the absence of those essential elements, the pleading does not disclose a recognisable claim based on accessory liability.

K4.1.3 Overall assessment

177. Taken as a whole, the claims against IDC consist of general assertions that the business of the Second Defendant was transferred to IDC to avoid liabilities, coupled with a series of alternative labels applied to that alleged conduct.

178. What is lacking is the identification of the material facts necessary to constitute any of the pleaded causes of action. The deficiencies are not confined to a lack of detail; they extend to the absence of a clearly articulated legal basis for liability.

K4.1.4 Conclusion

179. For those reasons, I conclude that:

180. The claims against IDC must therefore be struck out as presently formulated. Whether the Claimants should be given liberty to apply to re‑plead falls to be considered as part of the consequential orders.

L. Amendment

181. The disposition of the present Application gives rise to the question of the appropriate consequential orders, in particular whether the Claimants should be given an opportunity to amend their pleading and what directions should be made for the future conduct of the proceedings.

L1. General approach

182. The Court has a broad discretion as to whether to permit amendment and, if so, on what terms. That discretion must be exercised having regard to the nature of the defects identified, the procedural history of the matter, and the interests of the just and efficient determination of the proceedings.

183. The conclusions reached above reveal three distinct features of the case:

184. It is therefore necessary to consider whether the defects identified are capable of cure by amendment, and, if so, the way any such amendment should be controlled.

L2. Whether to permit amendment

185. The claims advanced by the Claimants are not inherently incapable of being pleaded in a form that discloses a viable cause of action. In particular:

186. Against that, the pleading deficiencies identified are not minor. They are, in several respects, fundamental. The Claimants have already had the opportunity to formulate their case in the Particulars of Claim and to respond to the Request for Further Information, yet significant defects remain.

187. In those circumstances, it would not be appropriate to permit an open‑ended or informal process of refinement. However, nor would it be proportionate, at this stage of the proceedings, to preclude the Claimants from seeking to re‑plead their case.

188. The appropriate course is therefore to grant the Claimants liberty to apply for permission to amend.

L3. Terms upon which amendment may be sought

189. Any amendment must proceed in an orderly and structured manner.

190. First, the Claimants should be required to make a formal application for permission to amend, supported by a draft amended pleading. It is not appropriate for the case to be developed incrementally through correspondence or further informal exchanges.

191. Secondly, the draft amended Particulars of Claim must comply with the requirements of the Rules and must set out, in clear and structured form, the causes of action relied upon and the material facts in support of each, consistently with the principles set out above concerning the pleading of representations.

192. Without limiting the generality of that requirement:

M. Further case management

193. The proceedings should not be permitted to remain in abeyance pending any such application. A short and clear timetable should therefore be fixed.

194. In particular:

N. Conclusion

195. For those reasons, whilst the relevant claims are struck out in their present form, the Claimants will be granted liberty to apply for permission to serve amended Particulars of Claim within a short period and in accordance with the principles set out above. The further conduct of the proceedings will be managed by directions designed to ensure that any amended case is clearly and properly articulated before the matter proceeds further.

O. Time for service of defence

196. The strike out Application has substantially succeeded. The relevant claims as presently pleaded have been struck out for failure to comply with the Rules in material respects, and the Claimants have been granted liberty to apply to serve amended Particulars of Claim. Until the contours of the Claimants’ case are properly defined, any defence would necessarily be speculative, incomplete, or liable to revision.

197. The proper course, consistent with orderly case management and the overriding objective, is that the First and Third Defendants should not be required to file and serve any defence unless and until the Claimants’ Particulars of Claim has been regularised.

198. Accordingly:

199. This approach ensures that the Defendants are required to plead only to a properly formulated and settled case and avoids unnecessary cost and duplication in the pleading process.

P. Costs

200. The parties each seek their costs of the Application. The First and Third Defendants contend that they have succeeded in their Application and should recover their costs. The Claimants submit that the Application is disproportionate and that they should, at least in part, recover their costs.

201. Costs follow the event, but where there has been mixed success, or where the outcome turns on matters of pleading and case management rather than substantive merits, the Court must take a more nuanced approach. It is necessary to assess, in a practical sense, which party has been successful on the Application as a whole.

P1. Outcome of the Application

202. The Application has, in substance, succeeded.

203. The investment claims have been struck out in their present form on the basis that they do not comply with the pleading requirements applicable to misrepresentation and deceit.

204. The loan claim against the First Defendant has been struck out for failure to disclose any legally recognisable cause of action.

205. The claims against the Third Defendant have been struck out in their entirety as presently pleaded.

206. Although the Claimants have been granted liberty to apply to amend, that does not detract from the Defendants’ success in establishing that the case, as currently formulated, cannot proceed. The grant of liberty to amend reflects case management considerations and the possibility that a properly pleaded claim may be advanced; it is not a reflection of the Defendants' failure in the application.

P2. Character of the issues

207. It is also relevant that the Defendants’ Application has addressed fundamental deficiencies in the pleading, rather than technical or minor points. The Court has accepted, in substance, the Defendants' central criticisms in relation to all three categories of claim.

208. Further, the Claimants had the opportunity, both in the Particulars of Claim and in their responses to the Request for Further Information, to articulate their case with the required degree of clarity and precision, but failed to do so.

P3. Conclusion on costs

209. In those circumstances, the appropriate order is that the Claimants pay the First and Third Defendants’ costs of the Application.

210. However, the Court recognises that:

211. It is therefore appropriate to confine the present costs order to the costs of the strike‑out Application itself. The costs of any subsequent application to amend, and the costs of the proceedings more generally, will be determined in due course.

P4. Summary assessment of costs

212. It is appropriate in the present case to conduct an immediate summary assessment of the costs of the interlocutory Application. The Application was discrete in scope, has now been finally determined, and the material available is sufficient to enable the Court to assess costs without the need for detailed assessment.

213. The Defendants have lodged a Statement of Costs, claiming a total of AED 278,316.25, inclusive of fees, disbursements and counsel’s fees. That total reflects hourly rates of AED 3,596 for the partner and AED 2,628 for each associate, together with time recorded across several categories of work.

214. Doing the best the Court can on a summary basis, and considering all relevant circumstances, the appropriate amount of costs to be allowed is AED 180,000.

215. In reaching that figure, the Court has had regard to the following matters:

216. Having regard to those factors, the sum of AED 180,000 fairly and reasonably reflects the costs properly and proportionately incurred by the First and Third Defendants in connection with the application.

O. Orders

217. The Court will order as follows.