Claim No. CFI 035/2025

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF APPEAL

BETWEEN

ELI MYDLARZ

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 Roger Stewart dated 19 September 2025 (the “Order”)

AND UPON the Order with Reasons of H.E. Justice Roger 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 (“RDC”)

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 material facts giving rise to the dispute

2. The material facts giving rise to the dispute and the claim by Mr Mydlarz are relevantly identical to the material facts giving rise to the claim by Mr Sheppard in Sheppard v Sadapay Technologies Ltd,¹ although as might be expected, there are some differences in the position occupied by Mr Mydlarz, the date of his Employment Agreement and the number of shares involved.

3. More specifically, Mr Mydlarz was employed by Sadapay as Engineering Lead pursuant to a written contract of employment dated 4 October 2020 (the “Employment Agreement”). The Employment Agreement provided that Mr Mydlarz would take up his position on 1 December 2020. The Employment Agreement is in substantially identical terms to that executed by Mr Sheppard (the “Sheppard Agreement”),and includes a clause 4 in substantially similar terms to clause 4 in the Sheppard Agreement.

4. On 10 March 2021, Mr Mydlarz and Sadapay entered into a Grant Agreement in materially identical terms to that executed by Mr Sheppard, incorporating the SIP which was in identical terms to that applicable to Mr Sheppard. In the Notice of Grant which is Schedule 1 to the Grant Agreement, the vesting schedule indicates that Mr Mydlarz was to be allocated a total of 200,000 shares in monthly tranches between January 2021 and January 2024 with an exercise price of USD 0.001.

5. On 4 July 2024, Mr Mydlarz exercised his option to acquire 179,177 shares in accordance with the Grant Agreement and paid the exercise price of USD 179.18 on 10 July 2024.

6. Mr Mydlarz resigned from his employment on 31 July 2024. Sadapay does not contend that he was not a “Good Leaver”.

7. On 19 August 2024, Sadapay exercised its Company Call Option under the SIP, repurchasing Mr Mydlarz’ shares at an asserted Fair Market Value of USD 0.001/share.

8. Like Mr Sheppard, Mr Mydlarz asserted that the determination of Fair Market Value by Sadapay was not in accordance with the provisions of the Grant Agreement and SIP.

The proceedings

9. Mr Mydlarz commenced proceedings against Sadapay in this Court on 26 March 2025, outside the period of six months from the date of Sadapay’s alleged breach on 19 August 2024.

10. The course taken by the proceedings was materially identical to the course taken in Sheppard, as the same lawyers represented both Mr Sheppard, Mr Mydlarz and another aggrieved employee of Sadapay.

11. As in Sheppard, Sadapay applied to strike out the claim on the basis that it was time barred and the Judge rejected that application essentially for the reasons he gave in Sheppard. Sadapay applied to the Judge for permission to appeal. That application was dismissed essentially for the reasons given in Sheppard.

Permission to appeal – legal principles

12. RDC 44.117 provides:

13. 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.

14. RDC 44.19 provides:

15. 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.

16. 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

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

18. “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

19. 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

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

21. 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

22. 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

23. The grounds of appeal and the skeleton argument filed in support of the Renewed Application are materially identical to those filed in support of the Renewed Application in Sheppard. They differ only in their reference to the particular circumstances relating to Mr Mydlarz, in terms of material dates and the number of shares involved. Otherwise, there are no substantive differences in the arguments advanced in support of the Renewed Application or in opposition to it.

Disposition

24. As there are no relevantly material differences between this case and the case of Sheppard, the Renewed Application must be dismissed with costs for the reasons given in relation to that case, which are incorporated by reference into these reasons.