Claim No. CFI 025/2025

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF APPEAL

BETWEEN

JONATHAN DAVID SHEPPARD

Claimant

and

SADAPAY TECHNOLOGIES LTD

Defendant

ORDER WITH REASONS OF H.E. CHIEF JUSTICE WAYNE MARTIN

UPON the Order with Reasons of H.E. Justice Rogert Stewart dated 19 September 2025 (the “Order”)

UPON the Order with Reasons of H.E. Justice Rogert Stewart dated 20 November 2025 refusing the Defendant’s Appeal Notice dated 9 October 2025 seeking permission to appeal the Order

AND UPON the Defendant’s Appeal Notice dated 12 December 2025 seeking renewed permission to appeal the Order (the “Renewed Application”)

AND UPON the Claimant’s submissions in opposition dated 2 January 2026

AND PURSUANT TO the Rules of the DIFC Courts

IT IS HEREBY ORDERED THAT:

1. The Renewed Application is dismissed.

2. The Defendant shall pay the Claimant’s costs of the Renewed Application to be assessed in accordance with the following orders.

3. Within twenty-one (21) days of the date of these Orders, the Claimant shall file a Statement of Costs together with any short submissions in support of its claim for costs.

4. Within fourteen (14) days of service of the Statement of Costs, the Defendant shall file any submissions in opposition to the quantum of the costs claimed by the Claimant.

5. Within seven (7) days of the service of the Defendant’s submissions pursuant to the preceding Order, the Claimant shall file any submissions in reply.

6. The quantum of the Claimant’s costs will thereafter be assessed by H.E. Chief Justice Wayne Martin by way of immediate assessment on the papers

Issued by:
Delvin Sumo
Assistant Registrar
Date of Issue: 29 January 2026
At: 9am

Summary

1. The Defendant, Sadapay Technologies Ltd (“Sadapay”) has applied to the Court of Appeal for permission to appeal from the decision of the Judge at first instance (the “Judge”) dismissing Sadapay’s objection to the jurisdiction of the Court (the “Renewed Application”), the Initial Application for Permission to Appeal (the “Initial Application”) having been refused by the Judge. For the reasons which follow, Sadapay has failed to establish that any of its proposed grounds of appeal have a real prospect of success or that there is some other compelling reason why permission to appeal should be granted. Accordingly, the Renewed Application must be dismissed with costs.

The facts giving rise to the dispute

2. The facts giving rise to the dispute and the claim by Mr Sheppard are not in dispute. They are established by documents which have been produced to the Court and there is no dispute as to their authenticity. They establish the following.

3. Mr Sheppard was employed by Sadapay as the Chief Technology Officer with effect from 30 June 2020 pursuant to a written contract of employment dated 26 February 2021 (the “Employment Agreement”). Clause 4 of the Employment Agreement provides that subject to the approval of Sadapay’s Board of Directors or its Compensation Committee Mr Sheppard would be granted an option to purchase 900,000 shares in Sadapay’s common stock, on the basis that the exercise price per share of the option would be determined by the Board of Directors or the Compensation Committee when the option was granted and on the further term that the option would be subject to the terms and conditions of options granted under Sadapay’s 2019 Stock Plan.

4. Clause 8 of the Employment Agreement provides that it may be amended by an express written agreement signed by both Mr Sheppard and a duly authorised officer of Sadapay. The same clause provides that the Employment Agreement will be governed by the law of the Dubai International Financial Centre (“DIFC”) and that both parties submit to the exclusive jurisdiction of the DIFC Courts in connection with any dispute arising under the Agreement.

5. The Employment Agreement expressly incorporates Exhibit A, which is described as the Proprietary Information and Inventions Agreement. That Agreement is also expressly said to be governed by the laws of the DIFC and provides that any action or proceeding relating to the Agreement shall be brought exclusively in the DIFC Courts.

6. On 10 March 2021, the parties executed a document described as a “Grant Agreement”. The Agreement recites that Sadapay had adopted a Share Incentive Plan (“SIP”) on the same day – that is, 10 March 2021, the terms of which require that a Grant Agreement be entered into between Sadapay and any individual who was to be provisionally allocated shares pursuant to the terms of the SIP. The Grant Agreement further recites that its purpose is to set out the terms and conditions upon which Mr Sheppard was to be provisionally allocated Restricted Shares.

7. Clause 2 of the Grant Agreement provides that in consideration of Mr Sheppard’s contribution to the Group Sadapay grants him a Grant in respect of the number of Restricted Shares specified in the Notice of Grant, subject to the terms and conditions set out in the terms of the SIP, the Notice of Grant and the Grant Agreement. Clause 2 further provides that the terms of the SIP dated 10 March 2021 are incorporated by reference into the Grant Agreement and that any unrestricted shares issued to Mr Sheppard are to have the rights and be subject to the restrictions set out in the SIP, the Articles, and the Grant Agreement.

8. It follows that the Grant Agreement must be taken to have amended the Employment Agreement and in particular clause 4 thereof, by specifying that any shares to be issued to Mr Sheppard were to be subject to the terms of the 2021 SIP, rather than the 2019 Stock Plan.

9. Clause 4 of the Grant Agreement provides that Mr Sheppard could acquire the relevant portion of Restricted Shares vested in accordance with the vesting schedule up until three months after the last day of his employment with Sadapay, subject to and in accordance with the Plan Terms and the Grant Agreement. The clause specifies the manner in which the shares may be acquired, and the price for their acquisition, being that set out in the Notice of Grant. The clause further obliges Sadapay to issue the shares Mr Sheppard elected to acquire pursuant to the clause.

10. Clause 6 is headed “Company Call Option” and provides that the SIP sets out certain rights which are to be conferred on Sadapay by way of the automatic grant of the Company Call Option over any Unrestricted Shares that are issued at any time. The clause further provides that by executing the Grant Agreement Mr Sheppard acknowledges the rights conferred on Sadapay with respect to the Company Call Option as set out in the Plan Terms and consents to the grant of the option.

11. Clause 9.15 of the Grant Agreement provides that it is to be governed by the laws of England and Wales and further confers exclusive jurisdiction upon the Courts of the DIFC to settle any dispute arising out of or in connection with the Grant Agreement.

12. The Notice of Grant is Schedule 1 to the Grant Agreement and includes a vesting schedule identifying the number of shares which Mr Sheppard has the option to acquire following the completion of each month of service between 1 March 2021 and 1 July 2024, totalling 925,000 shares. The schedule provides that the exercise price for each share is USD 0.001. I digress to observe that the specification of the exercise price for the option is another significant point of difference between the Grant Agreement and clause 4 of the Employment Agreement, which left the exercise price to determination by the Board of Directors or the Compensation Committee.

13. The SIP is also dated 10 March 2021. Clause 1.1 of the SIP defines “Fair Market Value” to mean:

“The fair market value of the Unrestricted Shares as at a given date, as determined by or on behalf of the Administrator, acting reasonably.”

14. Clause 3.1 of the SIP provides that the Plan is to be administered by the Chief Executive Officer or by such person or committee as may be appointed by the Board from time to time who shall be the Administrator.

15. Clause 1.1 of the SIP defines a “Good Leaver” to mean any participant in the Plan who is not a “Bad Leaver”. It appears to be common ground that Mr Sheppard was not a “Bad Leaver”.

16. Clause 5.3 of the SIP provides that if a participant in the Plan holding unrestricted shares becomes a Leaver at any time, Sadapay is automatically granted the Company Call Option as at the participant’s leaving date with respect to all of the Unrestricted Shares held by the participant. The clause further provides that the Company Call Option confers on Sadapay the right to purchase any unrestricted shares held by the participant as at the leaving date at an exercise price which shall be “the Fair Market Value of the Unrestricted Shares, if the Participant is a Good Leaver”.

17. Clause 13.6 of the SIP provides that it is governed by the laws of the DIFC. There is no jurisdiction clause within the SIP.

18. On 11 July 2024, Mr Sheppard gave Sadapay notice of his exercise of the option to acquire 726,429 Restricted Shares at the price of USD 0.001 in the form required by the Grant Agreement. Payment was made for the shares on that basis.

19. On 31 July 2024, Sadapay notified Mr Sheppard that his employment would be terminated with effect from 31 August 2024 and that he would be placed on gardening leave during his notice period.

20. On 19 August 2024, Sadapay gave notice to Mr Sheppard of its exercise of the Company Call Option under clause 5.3 of the SIP and clause 6 of the Grant Agreement at a price of USD 0.001. The notice asserted that all rights and interests in the shares exclusively vested in Sadapay henceforth.

21. It seems that Mr Sheppard complained with respect to the price at which Sadapay exercised the Company Call Option. On 9 September 2024, an officer of Sadapay sent an email to Mr Sheppard purporting to justify the assessment of USD 0.001 per share as the Fair Market Value for each of Mr Sheppard’s shares. As will be seen, the question of whether Sadapay properly and validly determined the Fair Market Value of Mr Sheppard’s shares in accordance with clause 5 of the SIP and clause 6 of the Grant Agreement is the dispute giving rise to Mr Sheppard’s claim in these proceedings.

The Claim

22. Mr Sheppard commenced these proceedings by filing a claim form and Particulars of Claim on 4 March 2025 (the “Claim”). In the Particulars of Claim Mr Sheppard asserted that Sadapay’s contention that the Fair Market Value of each of his shares was USD 0.001 was erroneous, and that the value of the shares should be determined by an independent expert appointed by the Court.

23. In the Particulars of Claim Mr Sheppard expressly relied upon claims said to arise under Articles 9 and 57 of the DIFC Employment Law, together with claims for misrepresentation and breach of contract entitling Mr Sheppard to damages under Article 109 of the DIFC Contract Law. Mr Sheppard further claimed for breaches of the Grant Agreement and the SIP.

24. On the subject of limitation, in the original Particulars of Claim Mr Sheppard acknowledged the provisions of Article 12 of the DIFC Employment Law requiring that a claim must be filed within six months from the date upon which the breach was known, but asserted that he was unaware of the breach until 9 September 2024, when he received the email refusing to amend the Fair Market Value of the shares acquired by Sadapay. He asserted that the commencement of proceedings on 4 March 2025 was therefore within the six month period specified by the DIFC Employment Law. The relief sought by Mr Sheppard included relief pursuant to Article 9 of the DIFC Employment Law.

The decision at first instance

25. After the resolution of a dispute relating to the form of the Claim, on 30 June 2025 Sadapay applied for an order that Mr Sheppard’s claims be struck out on the basis that they are time barred. That application was heard on 3 September 2025 and on 19 September 2025 the Judge ordered that the application be dismissed on condition that Mr Sheppard file and serve Re-Amended Particulars of Claim removing the assertion that he was claiming under the DIFC Employment Law.

26. In his reasons for decision, the Judge noted that the Claim had been formulated as a claim under the DIFC Employment Law, and that such a claim, as pleaded, was out of time because the relevant breach occurred on 19 August 2024, not 9 September 2024, with the result that the claim form was not issued within six months of the date of breach.

27. However, the Judge noted that in the course of argument counsel for Mr Sheppard advanced an alternative argument to the effect that the claim was not a claim for remuneration but a claim for breach of the Grant Agreement, which incorporated the SIP. The Judge indicated that he would consider that argument on the condition that Mr Sheppard served appropriate amendments withdrawing any claim under the DIFC Employment Law.

28. The Judge referred to the relevant terms of the Grant Agreement and concluded that:

“Correctly categorised, the claim is one by the Claimant that in breach of the provisions under which he was granted the shares, the exercise took place at a figure which was not a fair market value but an under value and that the Administrator was not acting reasonably in relation to his determination.”¹

29. The Judge then dealt with Sadapay’s contention that the claim was in fact a claim for remuneration under Article 22 of the DIFC Employment Law relying upon the definition of “remuneration” for the purposes of that Law, which provides that it is:

30. The Judge rejected this contention on the basis that the payment made by Sadapay when exercising the Company Call Option was a capital payment for shares which Mr Sheppard was required to give up as a consequence of the exercise of the option and was therefore a payment of a different character to that of a bonus, incentive, grant, commission, drawing or distribution. The Judge noted that it was not a discretionary payment but was obligatory once the Company Call Option was exercised. The Judge further considered that it was not “non-recurring” in the sense used in the definition – rather, it was the payment made to Mr Sheppard in return for his surrender of his substantive right to shares in Sadapay. It followed that, in the Judge’s view, the complaint with respect to Sadapay’s assessment of the Fair Market Value of the shares it had acquired from Mr Sheppard was not a claim for remuneration or in respect of a failure to pay remuneration under the terms of the DIFC Employment Law.

31. The Judge reinforced his conclusion on this subject with the observation that although the employment contract provided for the grant of options, the payment to which Mr Sheppard was entitled on the exercise of the Company Call Option did not arise under the Employment Agreement but under the Grant Agreement which incorporates the SIP, so that any payment to which Mr Sheppard was entitled was not remuneration to which he was entitled under his Employment Agreement.

32. The Judge therefore concluded that if either the substantive law of the DIFC other than the Employment Law applied, or the law of England and Wales applied, the relevant limitation period is six years, not six months. Accordingly, the application was dismissed with no order as to costs, subject to the condition that the Particulars of Claim be amended as required by the Court.

The Amended Particulars

33. Following the decision at first instance, Mr Sheppard amended his Particulars of Claim to remove any reference to the DIFC Employment Law and to assert that the relevant limitation period was that of six years, under the law of England and Wales. The amended claim is described as a claim for breach of the Grant Agreement/SIP and for breach of an obligation of good faith and fair dealing arising under the Grant Agreement and SIP. Further, damages are claimed pursuant to Article 109 of the DIFC Contract Law. The relief sought is a declaration that the determination of Fair Market Value used for the exercise of the Company Call Option was invalid and an order for payment in accordance with the Fair Market Value as determined by an independent expert or, provisionally, USD 1 per share, subject to such a valuation. Damages compensation and interest are also claimed.

Permission to appeal – legal principles

34. RDC 44.117 provides:

35. RDC 44.5 requires that an appellant obtain permission to appeal to the Court of Appeal except where the appeal is against a committal order.

36. RDC 44.19 provides:

37. RDC 44.19 provides that permission to appeal may only be given where the appeal would have a real prospect of success or there is some other compelling reason why the appeal should be heard.

38. In the context of an assessment of the prospects of success “real” means realistic rather than fanciful and involves the same test as is applied in applications for immediate judgment.²

39. A real prospect of success does not mean a probability of success, but more than mere arguability.³

40. “Some other compelling reason why the appeal should be heard” may include the public interest in clarifying the meaning and scope of relevant practice and provisions of DIFC and wider UAE law.⁴

41. It is established that “real” in the context of an assessment of the prospects of success means realistic rather than fanciful, applying the same test as is applied in an application for immediate judgment.⁵

42. It is also established that a real prospect of success does not mean a probability of success, but more than mere arguability.⁶

43. Accordingly, in order to obtain the grant of permission a prospective appellant needs to establish more than the proposition that the proposed appeal is reasonably arguable – rather, it must be established that there is a real prospect of success.⁷

44. Particular principles apply to applications for permission to appeal against case management decisions and multi factorial assessments undertaken by a Judge at first instance, given the hurdles which must be overcome to obtain appellant intervention in such cases.⁸ However, as this case does not involve either an application to appeal against a procedural or case management decision, or against a multi factorial assessment by the trial Judge, it is unnecessary to essay the relevant principles in these reasons.

The grounds of appeal

45. The skeleton argument filed in support of the Renewed Application contains headings identifying grounds of appeal, but is prefaced by contentions which it is appropriate to address.

46. One such contention includes reliance upon the original Particulars of Claim, which referred to specific entitlements arising out of the DIFC Employment Law. In this context it is also asserted that neither the claim form nor the Particulars of Claim contain a standalone claim for breach of contract.

47. The first component of this contention ignores the fact that the claims arising under the DIFC Employment Law have been abandoned and are no longer pursued and the second component is simply incorrect. Both the original and amended Particulars of Claim expressly advance claims for breach of contract, and in particular, for breach of the Grant Agreement and the SIP.

48. Another contention challenges the Judge’s conclusion that the “restricted shares did not constitute remuneration”. However, the Judge made no such determination. Mr Sheppard does not make a claim that the shares which he acquired through the exercise of his option constituted remuneration. His claim is brought on the basis that he validly acquired the shares when he exercised the option granted to him by the Grant Notice issued in accordance with the Grant Agreement. Rather, his claim is for the Fair Market Value of those shares, to which he is entitled upon Sadapay’s exercise of its Company Call Option. As the Judge noted, when Sadapay exercises its Company Call Option, Mr Sheppard’s entitlement to retain the shares ceases. Accordingly, the relevant question is not as to the character of the option conferred upon Mr Sheppard, but rather, as to the characterisation of the payment to which Mr Sheppard is entitled upon the exercise of the Company Call Option.

49. This is the reason why the cases from various jurisdictions dealing with the character of an employee’s entitlement to shares as a component of his or her terms of remuneration upon which Sadapay relies are not to the point. At the risk of repetition, in this case the question does not relate to the characterisation of Mr Sheppard’s entitlement to shares upon the exercise of the option granted to him, but rather, upon the characterisation of his rights in the event that Sadapay exercises its option to acquire the shares from him.

50. Another contention which precedes specification of the Grounds of Appeal in the skeleton is an assertion that the Judge erred by failing to consider whether the elements of a valid contract were present in relation to the Grant Agreement, including in particular the element of consideration.

51. There are at least two fundamental obstacles in the path of this contention. First, as the contention was not advanced before the Judge, it cannot be said that he erred by failing to consider it. RDC 44.110 provides that every appeal will be limited to a review of the decision of the lower court unless the Court considers that it would be in the interests of justice to hold a re-hearing, and there is no basis upon which an appellate court could come to that view in the circumstances of this case.

52. The second obstacle in the path of acceptance of this contention is the fact that it is not a contention which goes to either limitation or jurisdiction but rather to the merits of Mr Sheppard’s claim as now enunciated. Accordingly, it is irrelevant to the application which was before the Judge and which is now before the Court of Appeal.

53. Similar observations apply to contentions advanced by reference to evidence which was not before the Judge in relation to individuals who were not employees executing the Grant Agreement. No attempt is made in the skeleton to explain why the Court of Appeal would receive additional evidence on the hearing of the appeal, nor is any attempt made to satisfy the criteria upon which the admission of new evidence depends.

Ground 1

54. Ground 1 repeats Sadapay’s contention that the Judge erred by not characterising Mr Sheppard’s claim as “an employment-related claim”. However, that is not the question which arises under the DIFC Employment Law. Article 10 of that Law provides that:

“Subject to Article 20(2) and Article 61(2), a Court shall not consider a claim under this Law unless it is presented to the Court either during an Employee’s employment with an Employer or not later than six (6) months after the relevant Employee’s Termination Date.”

55. The Article does not apply to all employment related claims, including all claims for breaches of contracts of employment or all claims for breaches of contracts related to contracts of employment. To the contrary, it only applies to claims “under this Law” – that is to say, claims for the enforcement of a statutory entitlement. I respectfully agree with the observations of the Judge when this issue was raised in the Initial Application to the effect that the Article should be construed as applying only to claims under the statutory provisions, and should not be construed as abridging the normal limitation period of six years to six months merely because the claim for breach of contract was made pursuant to an employment contract, or, as in this case, pursuant to a contract related to an employment contract.

56. A similar observation applies to the proper construction of Article 20(2), which provides that:

“A Court shall not consider a claim under Article 20(1) unless it is presented to the Court before the end of the period of six (6) months …”

57. That limitation period applies to claims made pursuant to Article 20(1) relating to deductions from an employee’s remuneration, or a failure to pay “Remuneration” (as defined by the Law) to which the Employee is entitled.

58. The relevant question therefore is not whether Mr Sheppard’s claim is a claim related to his employment contract but rather, whether his claim is a claim for “Remuneration” as defined in the Employment Law. The skeleton argument provided on behalf of Sadapay does not address that question. Rather, as already noted, it focusses upon the characterisation of Mr Sheppard’s entitlement to exercise an option to acquire the shares, rather than the character of his rights if and when Sadapay exercises its option to acquire the shares from him. The skeleton argument provided on behalf of Sadapay appears to elide any distinction between these two different things.

59. Put another way, Sadapay’s reliance upon the relationship between the Employment Agreement and the Grant Agreement and SIP is not to the point. The question which the Judge had to determine was whether Mr Sheppard’s claim was a claim falling within the terms of the Employment Law. As it was not a claim under Mr Sheppard’s Employment Agreement or for “Remuneration” due to him pursuant to that Agreement, neither of the limitation periods specified in the Employment Law had any application.

60. Further, Sadapay’s reliance upon clause 4 of the Employment Agreement in this context is misplaced. As noted, the rights conferred upon Mr Sheppard by clause 6 of the Grant Agreement and, more particularly, clause 5 of the SIP are quite different to the rights conferred by clause 4 of the Employment Agreement, and the Grant Agreement must be taken to have amended the Employment Agreement by rendering clause 4 inoperative.

61. For these reasons, Sadapay has not established that ground 1, or any of the contentions which precede ground 1 in its skeleton have a real prospect of success.

Ground 2

62. Ground 2 is described in the skeleton as a “quasi ground”. I assume that is because it depends upon the success of ground 1 and contends that the consequence of the Judge’s erroneous characterisation of Mr Sheppard’s claim was that he applied a six year limitation period, rather than the six month period applicable under the Employment Law. As ground 1 has no real prospect of success, it follows that ground 2 has no real prospect of success either.

Grounds of appeal – summary

63. As neither of the grounds of appeal has any real prospect of success, nor is there any other compelling reason why permission to appeal should be granted, the Renewed Application must be dismissed with costs.

Mr Sheppard’s objection as to time

64. Mr Sheppard contends that the Renewed Application was filed one day outside the time specified for the filing of such applications by the RDC. As I have concluded that the Renewed Application must be dismissed in any event, it is unnecessary to consider this objection.