Claim No. CFI 046/2023
ENF 022/2023
ENF 023/2022

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

GTC TRADING S.A.

Claimant

and

(1) HAZEM ABDOLSHAHID MAHMOUDI RASHED
(2) H.M.R. INVESTMENT HOLDING LTD

Defendants

ORDER WITH REASONS OF H.E. JUSTICE ROBERT FRENCH

AND UPON reviewing the Worldwide Freezing Order of H.E. Justice Sir Jeremy Cooke dated 3 February 2023 as continued by way of an Order of H.E. Justice Sir Jeremy Cooke on 20 March 2023 (the “Freezing Order”)

AND UPON reviewing the Enforcement Order dated 3 February 2023 recognising and enforcing the judgment of the Dubai Court of First Instance dated 14 November 2016, which required the First Defendant to make payment of AED 56,878,814.45 plus 9% interest per annum, costs, expenses and legal fees in claim number 726 of 2016 commercial plenary before the Dubai Court of First Instance (the “Enforcement Order”)

AND UPON reviewing the Interim Charging Order of H.E. Justice Sir Jeremy Cooke dated 3 February 2023 as continued and made final by way of an Order of H.E. Justice Sir Jeremy Cooke on 20 March 2023 (the “Charging Order”)

AND UPON the Order of H.E. Justice Sir Jeremy Cooke dated 18 January 2024 (the “Order for Sale”)

AND UPON the Order of H.E. Justice Sir Jeremy Cooke dated 18 January 2024 refusing the Defendants’ Stay Application (the “Permission Order”)

AND UPON the Claimant’s Application No. CFI-046-2023/6 dated 22 April 2025, seeking an amendment to paragraphs 3 and 8 of the Order for Sale and paragraph 2 of the Permission Order

AND UPON the Defendant’s Application No. CFI-046-2023/7 dated 30 April 2025, seeking to (i) limit the scope of the Enforcement Order (ii) stay the ongoing enforcement proceedings before the DIFC Courts

AND UPON review of all submissions on the Court file in CFI-046-2023, CFI-022-2023 and CFI-023-2022

IT IS HEREBY ORDERED THAT:

1. The Agents appointed pursuant to paragraph 3 of the Order of Justice Sir Jeremy Cooke dated 18 January 2024, reference number ORDR-1055890124-0094 (the “Order for Sale”) (Mr Guy Wall of Alvarez & Marshal [sic] Middle East Limited and Mr Richard Fleming of Alvarez & Marshal [sic] Europe LLP) shall be replaced by Mr Nathan Thomas Stubbing [sic] of Teneo (DIFC) Limited (or any subsequent firm). Accordingly, paragraph 3 of the Order for Sale shall be amended to provide as follows:

2. The Claimant and / or its agents appointed pursuant to paragraph 3 of the Order for Sale (as amended) are granted permission to conclude an agreement for the sale of the Defendant’s shares in H.M.R Investment Holding Limited (DIFC registration number 1076) (“HMR”) (the “HMR Shares”), which agreement shall be subject to subsequent Court approval to the terms thereof. Accordingly, paragraph 2 of the Permission Order shall be amended to provide as follows:

3. The Agent appointed pursuant to paragraph 3 of the Order for Sale (as amended) may pay the Claimant any assessed and outstanding costs orders issued by the DIFC Courts against the First Defendant not already recoverable pursuant to paragraph 8(a) of the Order for Sale from the monies received from any sale. Accordingly, paragraph 8 of the Order for Sale shall be amended to provide as follows:

4. The First Defendant shall pay the Claimant’s costs of this application (to be assessed if not agreed). The costs shall be recoverable by the Claimant and may be paid by the Agent from the proceeds of sale pursuant to paragraph 3 above and paragraph 8 of the Order for Sale (as amended).

5. The Defendant’s Application of 30 April 2025 is dismissed. The First Defendant is to pay the Claimant’s costs of that Application to be assessed by the Registrar, if not agreed.

Issued By:
Delvin Sumo
Assistant Registrar
Date of issue: 18 June 2025
At: 11am

Introduction

1. This is an application for variation of orders made by Justice Sir Jeremy Cooke (“Justice Cooke”) on 18 January 2024 for the sale of shares in H.M.R. Investment Holding Ltd (“HMR”), the Second Defendant, to enable satisfaction of a judgment of the Dubai Commercial Court of First Instance against the First Defendant, Hazem Rashed, recognised and enforced in this Court. The Judgment Creditor is the Claimant in these proceedings, GTC Trading S.A. (“GTC”). Mr Rashed has made an Application for a stay of the proceedings and for limitation on the scope of the Attachment Order made by the Court.

Procedural History

2. The procedural history is convoluted. What follows is an outline of salient events.

3. On 31 January 2023, the Dubai Commercial Court of First Instance sent a letter to the Chief Justice of the DIFC Courts asking the Court to attach and execute against the assets of Mr Rashed a judgment up to the execution amount of AED 67,502,449,45 in favour of GTC (the “Execution Letter”).

4. An application by GTC to enforce the judgment was issued on 1 February 2023. That was Claim No. ENF-022-2023. The total amount of the award including agreed costs and interest and allowing a credit for payment made was USD 24,295,562.07.

5. On 3 February 2023, Justice Sir Jeremy Cooke made an order recognising and enforcing the Dubai judgment in the DIFC. He granted a Worldwide Freezing Order (“Freezing Order”) against Mr Rashed and HMR, which was then designated as the ‘Notice Party’. Mr Rashed was a shareholder of HMR. Justice Cooke also granted an Interim Charging Order over Mr Rashed’s shares in HMR. It appears that the Charging Order was made in proceedings designated Claim No. ENF-023-2023.

6. The Interim Charging Order was continued as a Final Charging Order on 20 March 2023. On 6 July 2023, GTC issued a Part 8 claim for enforcement of the Final Charging Order by sale of the HMR shares.

7. On 25 September 2023, Mr Rashed applied, by Applications ENF 022-2023/3 and ENF 022/2023/4, to set aside the Enforcement Order and discharge the Freezing Order and the Final Charging Order. On 27 October 2023, GTC applied, in ENF-022-2023 for an Order referring Mr Rashed and HMR to the Attorney-General for review and consideration of committal for contempt for non-compliance with asset disclosure requirements of the Freezing Order. An application for alternative service was also filed on 31 October 2023. On 9 November, Mr Rashed applied for the hearing, which was then listed for 22 November 2023 to be vacated. That application was refused by Order issued on 14 November 2023.

8. By a Consent Order issued on 25 September 2023 all proceedings under Claim Nos. ENF-022-2023, ENF-023-2023 and CFI-046-2023 were consolidated. The parties consented to an order that the Claim No. CFI-046-2023 should be heard at the same time as Mr Rashed’s Application to Set Aside the Enforcement Order and to discharge the Charging Order and the Freezing Order.

9. On 28 November 2023, following a hearing on 22 November 2023, Justice Cooke found Mr Rashed and HMR to be in contempt of court for failing to comply with the terms of the Freezing Order relating to disclosure of assets and failing to provide convincing reasons for their non-compliance. The Order was in the following terms:

10. On 19 December 2023, Justice Cooke refused the Applications to set aside the Enforcement Order, the Freezing Order and the Final Charging Order. In his reasons for refusing the Applications, Justice Cooke observed that Mr Rashed was in contempt of court which remained unpurged. He addressed an argument about jurisdiction which had been put forward by Mr Rashed’s Counsel based on the terms of the Execution Letter from the onshore Dubai Court. Justice Cooke, at paragraph 10 of his Reasons, characterised Mr Rashed’s position on jurisdiction as involving the proposition that the jurisdiction of the DIFC Court to recognise and enforce a judgment of the onshore Dubai Court is limited to the scope of that judgment and the terms of the Execution Letter. He held that the requirements of jurisdiction for execution in the circumstances of the case were met by the existence of the onshore Dubai Judgment for payment of a monetary sum which was final and enforceable in Dubai as well as the DIFC. As to the argument that there was another judgment of the onshore Execution Court which found that no execution in Dubai should be levied against Mr Rashed’s shares in HMR, Justice Cooke observed that it was by no means clear whether that was the decision taken by the Court of Appeal in the context of execution and if it was, what the basis was. In any event, it was of no relevance because any such decision would be procedural and not substantive. It could not create res judicata or issue estoppel for the purposes of enforcement of the substantive judgment of the onshore Dubai Court, or this Court, in the DIFC.

11. As to the Execution Letter, it could not possibly have been the intention of that Letter to restrict enforcement to cash or its equivalent if there was real property or other moveable property owned by Mr Rashed.

12. These elements of Justice Cooke’s Reasons for Judgment are mentioned because in resisting the present Application, Mr Rashed appears to reagitate some of those issues.

13. Justice Cooke refused Mr Rashed’s Application for a Stay.

14. On 22 December 2023, Mr Rashed applied for permission to appeal against dismissal of his Application. That was listed for hearing on 28 May 2024. Also listed for hearing on that day was the question what further sanctions should be imposed on him for his contempt of court.

15. On 18 January 2024, Justice Cooke made a number of further orders, including an order that:

16. Justice Cooke made orders creating and vesting in GTC title to the HMR Shares in the form of full legal ownership and directed the Registrar of Companies to record the Claimant as 100% shareholder in the official records. The Registrar was also directed to replace the directors and company secretary of HMR with a single director and another single company secretary of the Claimant’s choosing.

17. Justice Cooke specified powers to be conferred on the Agents to assist them in the proper discharge of the functions for the conduct of the sale. They were to apply the proceeds of sale to pay the costs and expenses of effecting it, to discharge any charges or other securities over HMR Shares taking priority over the Final Charging Order and, out of the remaining proceeds, to pay to the Claimant the outstanding amount due to it and the balance, if any, into Court.

18. On 30 May 2024, Justice Cooke dismissed Mr Rashed’s Application for Permission to Appeal the set aside dismissal order. On 13 September 2024, Chief Justice Zaki Azmi dismissed Mr Rashed’s renewed Application for permission to appeal that order.

19. On 16 September 2024, the Conflict of Jurisdiction Tribunal of Dubai issued a decision in Application No. 1 of 2024 confirming that the DIFC Courts have jurisdiction to execute against the HMR Shares and that the Dubai Courts shall cease perusal of requests relating to HMR.

Application by GTC

20. GTC’s Application to Vary the Sale Order made by Justice Cooke on 18 January 2024 was issued on 22 April 2025.

21. The Orders which GTC’s Application seeks to vary were those made by Justice Cooke on 18 January 2024. The first Order was in the following terms:

22. By the Order which issued on 18 January 2024, Justice Cooke refused the Stay Application filed by Mr Rashed and HMR and made the following orders:

23. By its Application, issued on 22 April 2025, GTC applies for orders amending the Final Order for Sale made on 18 January 2024, including by replacement of the named agents by a new agent. In relation to the Permission Order, it seeks to vary paragraph 2 so that the sale of the Shares shall be subject to subsequent Court approval to its terms. There were various consequential orders for the disposition of the proceeds of sale and payment of the costs of the application.

24. The full text of the Orders sought by GTC is as follows:

Application by Mr Rashed

25. On 30 April 2025, Mr Rashed issued an Application for orders limiting the scope of the Attachment enforced by the DIFC Courts to the amount of AED 67,502,499.45 as set forth in the Execution Letter and restricting the Attachment to specified properties, being either:

Witness Statements in relation to the Applications

GTC Witness — Kareem Bessisso

26. Kareem Bessisso is an Associate at Al Tamimi & Co, which are the legal representatives of GTC. Mr Bessisso made a witness statement dated 21 April 2025 setting out the background to the proceedings, which were described as concerning:

27. Mr Bessisso said in his statement that GTC now wishes to appoint a different agent with relevant experience to have conduct of the sale of the HMR Shares on its behalf. It has identified Mr Nathan Thomas Stubing of Teneo (DIFC) Ltd, as the appropriate candidate. He is a DIFC registered insolvency practitioner and official liquidator. The draft order filed with the Application proposes the amendment of paragraph 3 of the Order for Sale such that the Alvarez Agents are replaced by Mr Stubing.²

28. Mr Bessisso pointed to six outstanding costs orders made in favour of GTC against Mr Rashed in these consolidated proceedings. The Final Charging Order and the Order for Sale currently direct that proceeds from the sale of the HMR Shares be used to pay (inter alia) two of the six costs orders. Those are:

29. There are four other costs orders not currently directed to be paid from the proceeds of sale of the HMR Shares. Two of them include assessed costs awards which are:

30. The remaining two costs orders, neither of which have been directed to be paid from the proceeds of the sale of the HMR Shares, are to be assessed by the Registrar unless agreed by the parties. They were made by:

31. In addition to amendments to the Final Sale Order, GTC seeks amendment to the ‘Permission Order’ to reflect the change of agent and to permit GTC to conclude an agreement for the sale of the HMR Shares subject to subsequent Court approval of its terms.

32. Mr Bessisso referred to the condition currently requiring Court approval prior to the conclusion of any sale of the HMR Shares. He contended that the procedural safeguard imposed by the approval condition has now served its purpose given that:

33. While GTC believes it is now entitled to request a removal of the condition outright, it nevertheless only seeks an amendment to the condition such that it and/or its appointed agent are granted permission to conclude an agreement for the sale of the HMR Shares, which agreement shall be subject to subsequent Court approval to its terms.

Witness Statements of Mr Rashed

34. At this stage Mr Rashed and HMR’s contempt remains unpurged. The Court will however make reference to his witness statements filed in this Application albeit they appear to reagitate arguments previously rejected.

35. Mr Rashed made two witness statements in support of his Application seeking to limit the scope of the Attachment. In his witness statement dated 30 April 2025 he said that on 6 February 2025 he had submitted an application to the Dubai Execution Court asking to settle the outstanding judgment debt by way of instalments. The Court had responded on 7 February 2025 confirming that his request could proceed subject to payment of 20% of the adjudicated amount upfront pursuant to Article 2/320 of the UAE Civil Procedure Law.

36. He said that he had a genuine intention of settling the judgment debt. His efforts to agree an instalment plan demonstrated his serious commitment to resolving the matter and bringing the lengthy proceedings to a final decision.

37. He also complained of hardship resulting from the Freezing Order and extensive Attachment measures ordered on 3 February 2023, including the Attachment of all his shares in HMR and the company’s substantial assets. He contended that he had been paralysed financially and unable to secure the required advance payment to proceed with the instalment plan.

38. He argued that the value of the assets attached by the DIFC Courts significantly exceed the adjudicated amount of AED 67,502,499.45, the limit expressly authorised by the Dubai Execution Court’s Execution Letter of 31 January 2023. Those assets were said to include:

39. In a further statement dated 5 May 2025, Mr Rashed referred to the Dubai Execution Court’s Execution Letter and submitted that HMR and its offshore assets were not included in the Dubai Court judgment. The Dubai Court of Appeal had delivered final and binding judgments confirming that his shares in HMR and its onshore assets could not lawfully be sold or attached. These judgments, according to Mr Rashed, were final and unappealable. The judgments he mentioned were the following:

40. He maintained that GTC had obtained enforcement over assets with an aggregate value “vastly disproportionate to the Judgment Debt/Execution Letter”. He referred again to the Polo Residence and the City Walk Building reports. He contended that the Claimant’s application to sell his high-value onshore assets would not result in a proportionate or fair satisfaction of the judgment debt but would amount to a forced liquidation at substantially depressed values, effectively a fire sale. This would unjustly strip him of the entirety of his remaining personal and corporate assets inflicting severe financial harm, irreparably damaging his commercial reputation and eliminating his ability to support his family, fulfil existing obligations, or achieve any meaningful financial recovery.

41. He then referred to his Application seeking to limit, vary and stay the scope of enforcement. He claimed that the Dubai Execution Court had confirmed that upon review of his request and supporting documents, the instalment plan could be approved subject to compliance with the payment of 20% of the outstanding judgment amount in advance.

42. He maintained that the appointment of a new sale agent should not proceed while the underlying issues in this Application remained unresolved. He also objected to GTC’s attempt to “enforce unassessed and excessive costs” as “procedurally inappropriate”.

43. The present case was said to be a clear case of dual enforcement in two parallel courts, the Dubai Execution Court and the DIFC Court acting to enforce the same underlying judgment, creating the risk of a duplicative enforcement where the same debt may be recovered more than once or in excess of the adjudicated amount. It was on this basis that he asked that the Court order that GTC’s Application be stayed pending resolution of his Application and related enforcement issues and that the Court give priority to the determination of his Application in light of the jurisdictional limits imposed by the Dubai Execution Court and the active instalment settlement process.

GTC Witness — Sabrina Devenish

44. Sabrina Devenish is a Senior Associate at Al Tamimi & Company. Her statement was made in further support of GTC’s Application and in response to Mr Radesh’s Application seeking orders varying the scope of the Attachment over the HMR Shares and staying execution.

45. Ms Devenish made the following points:

46. Ms Devenish then elaborated upon these points by reference to the procedural history, which it is unnecessary to revisit here.

47. The Committal Order was not appealed and no application was ever made to the Court of First Instance for permission to appeal it.

48. Mr Radesh had failed to purge his contempt and had not made any effort to comply with the Committal Order. Reference was made to the following observations by Justice Cooke:

49. Ms Devenish submitted that the question whether the Court had prima facie jurisdiction to make the Enforcement Order, the Freezing Order and the Charging Order was the subject of the Set Aside Application. The Set Aside Applications had been finally determined in GTC’s favour with the Application for Permission to Appeal the Set Aside Dismissal Order being refused by Chief Justice Zaki Azmi on 13 September 2024. The Court was therefore invited to determine GTC’s Application in respect of the HMR Shares without reference to the statements by Mr Rashed and to dismiss the Stay Application without more.

50. Ms Devenish nevertheless went on to address the merits of the Stay Application.

51. In relation to the Dubai Execution Court Application, Ms Devenish said that Mr Rashed’s Application had recently been dismissed by the Dubai Court and has no bearing on these proceedings.

52. In relation to Mr Rashed’s reliance on the letter from the Dubai Execution Court of 31 January 2023 and various decisions of the Dubai Court of Appeal said to support the proposition that the HMR Shares and HMR’s onshore assets could not lawfully be sold or attached, Ms Devenish said the argument had already been raised and rejected in these proceedings on numerous occasions. The DIFC Courts have already held that the Dubai Execution Court’s letters and judgments have no relevance to the DIFC Courts’ power to regulate the procedure and enforcement of its own judgments.

53. In this connection reference was made to Justice Cooke’s judgment of 30 May 2024 dismissing Mr Rashed’s Application for Permission to Appeal to Set Aside Dismissal Orders.

54. Reference was also made to the Instalment Application. Ms Devenish pointed out that on 6 May 2025 the Dubai Execution Judge issued a decision in which he rejected Mr Rashed’s application to limit the attachment over the HMR Shares to 20% of the value of the properties held by the Second Defendant, lift the attachment in respect of the remaining value of the HMR Shares and to allow payment by instalments. The Execution Judge held that the Dubai Courts lacked jurisdiction to rule on that Application and noted that that should be dealt with by the DIFC Courts. The key point for the purpose of the Applications is that Mr Rashed’s Application has been rejected.

55. As to Mr Radesh’s responses to GTC’s Application, Ms Devenish made a number of points in her submission. In summary they were:

Consideration and Conclusion

56. Mr Rashed’s Application for a Stay should not be entertained. Neither he nor HMR have purged their contempt. A recent leading Australian text on Contempt states:

57. The author Professor Rolph observes however that the extent and precise juridical nature of the proposition that a party in contempt cannot be heard and the proper scope of its operation has become contentious. A fairly inflexible approach was reflected in the Court of Appeal of England and Wales in Hadkinson v Hadkinson [1952] P 285 in the judgment of Romer LJ, with whom Somervell LJ agreed. Romer LJ said:

58. However, Denning LJ in the same case observed:

59. In X Ltd v Morgan-Grampian (Publishers) Limited [1991] 1 AC 1, Lord Bridge of Harwich preferred Denning LJ’s formulation to that of Romer LJ.

60. Professor Rolph, after reviewing the authorities, including Australian cases, suggests that a proper approach should be that as a general principle a court will not hear a party in contempt where hearing the party would interfere, or tend to interfere, with the administration of justice. As he observed:

61. In the present case, Justice Cooke’s order to the effect that the Court will not entertain applications from Mr Rashed and HMR while they remain in contempt stands. There was an exception going to jurisdiction. It might be said that Mr Rashed’s arguments raise issues of that character. The fact is, however, that they are arguments which have been rejected. Mr Rashed and HMR’s failure to comply with the disclosure requirements of the Freezing Order continues. That non-compliance is an actual interference with the administration of justice. And that apart, the Application has all the hallmarks of an unmeritorious delaying tactic having regard to the history of this matter. If Mr Rashed is effectively as asset rich as he contends, the judgment against him could and should have been satisfied long ago. His principal Application is refused.

62. In my opinion for the reasons set out in Mr Bessisso’s witness statements, supported by the witness statement of Ms Devenish, the Orders sought by GTC should be made.

63. Mr Rashed and HMR are ordered to pay the costs of GTC’s Application and of Mr Rashed’s responding Application to be assessed by the Registrar if not agreed.