(a) The Claimant was entitled to charge in accordance with the terms of the agreement for all fees properly incurred on the basis of the rates set out in the PSA; and

(b) To render invoices for such time charges if the retainer was terminated prior to the ADGM proceedings being completed.

(a) What costs orders are sought; and

(b) If payment of sums are sought, details of the costs claimed.

(a) That the PSA governs the relationship between the parties;

(b) That it gives jurisdiction to the DIFC Courts in respect of disputes;

(c) That it contains an English choice of law clause;

(d) That the most important issue between the parties is as to the proper construction of the PSA namely, in short summary, whether it provided for legal fees to be limited to a maximum of $ 45,000 per month plus VAT as contended for by the Defendant, or a deferred billing arrangement with rather intricate terms but with the ability to charge for all time charges on termination, as contended for by the Claimant; and

(e) That the claim is, on any view, over-stated by $ 2,784.71 as a result of a billing error acknowledged in the Claimant’s response for further information, which error will also have some small effects in reducing the sums claimed in respect of alleged late payment and interest.

(a) Consideration of the essential facts underlying the PSA and the parties’ relationship including the bills entered into before and after termination;

(b) Identification of the legal principles governing the grant of immediate judgment and construction of agreements under English law;

(c) Consideration of the main issue of construction of the PSA; and

(d) Consideration as to whether it is appropriate to grant immediate judgment for a money sum and, if so, what money sum.

(a) Disclosed that the background was set out in a report sent to the Claimant on 6 December 2021;

(b) Provided for an initial consideration relating to the management of the Second Defendant’s funds by Trinkler & Partners and advice on a dispute resolution strategy and potential claims against officers, directors, related individuals and third parties;

(c) Excluded advice on tax issues;

(d) Identified the Defendants as clients;

(e) Identified Mr BouMalhab and Mr de Woolf as the individuals involved in the case on the part of the Claimant;

(f) Identified hourly rates for those individuals and other grades of fee earner were they to be involved but agreed to carry out the designated work for a fixed fee of $ 50,000 exclusive of VAT and disbursements and on the basis of a number of identified assumptions and qualifications;

(g) Identified a proposed originally have been intended to be subject to the letter before manuscript amendments) which involved commencement of proceedings, charging on the basis of hourly rates “subject however to an average monthly limit (cap) of USD 45,000)” and deferred payment of 35% of each of the invoices to the earlier of 12 months from receipt by the Defendants of the invoices or termination of the engagement letter or termination of the proceedings whichever was the earlier;

(h) The letter also proposed a success fee of 10% of recoveries;

(i) Provided for interim bills on a monthly basis;

(j) Attached terms of business.

(a) Clause 1 referred to the same initial report as the initial retainer letter and also stated that the PSA followed completion of phase 1 of the work as set out in the initial retainer letter;

(b) Clause 2.1, under the heading “Our scope of work” set out that the Claimant would “carry out the following work for you under this engagement:

(c) Clause 2.2 made it clear that the scope of work would not include advice on tax issues;

(d) Clause 3 identified the Defendants as the Claimant’s client;

(e) Clause 4 identified Mr BouMalhab and Mr de Woolf as being responsible for supervising and delivering the firm’s work but identified that others might have to be involved;

(f) Clause 5.1 provided, under the heading “Our charges” “Our charges are calculated with reference to hourly rates and the time and effort devoted to your matters (in units of six minutes)” and then identified hourly rates of USD 910 and 720 for Mr BouMalhab and Mr de Woolf;

(g) Clause 5.2 made provision for disbursements, expenses and VAT to be paid;

(h) Clause 5.3 stated that if the Claimant did not complete the scope of work for any reason, the Claimant would charge the Defendants for the work done and disbursements and expenses that had been incurred on the Defendants’ behalf up to the time work ceased with further information being contained within clauses 5 and 6 of the Terms of Business as to charges;

(i) Clause 5.4 Identified indicative hourly rates for other legal professionals who might be involved ranging from $ 320 at the bottom of the paralegal rate to $ 910 for a partner;

(j) Clause 5.5 provided “On an exceptional basis, we propose to charge at our hourly rates, subject to an average monthly limit (cap) of USD 45,000” and then provided a table with three columns. The first column simply contained months 1 to 4

(k) The second column provided for amounts incurred to be (in USD) 80,000 for month 1, 40,000 for month 2, 30,000 for month 3 and 20,000 for month 4

(l) The third column provided for the amounts to be billed to be $ 45,000 for each of months 1 to 3 and $ 35,000 for month 4;

(m) Clause 5.6 provided “In simple terms therefore, our monthly legal fees may be less than USD 45,000 per month but never more than USD 45,000. The intention of the above is to support you with your cashflow”;

(n) Further, on the assumption that any proceedings are concluded withing 18 months from the date of signature of this letter of engagement by [both Defendants], we would be happy to cap our total aggregate legal fees at USD 810,000;

(o) Clause 5.8 provided that the Claimant proposed to defer payment of 35% of each of our invoices to the earlier of 12 months from receipt of each invoice, termination of the present engagement letter or termination of the proceedings;

(p) Clause 5.9 provided for a success fee of 5% of any payments made to the Defendants or related parties net of amounts invoiced so that if payments were made of USD 20,000,000 and invoiced fees were USD 810,000, the success fee was USD 190,000. Thus 5% would of USD 20m would be 1,000,000 and the deduction of USD 810,000 would leave a balance of 190,000;

(q) Clause 5.10 made it clear that the success fee continued to apply for further recoveries and Cluse 5.11 provided for it to be payable within 30 days of receipt;

(r) Clause 5.12 provided “If you ask us to do any additional work that is not specified above and we agree to do so, our fees for that additional work will be calculated by reference to hourly rates.”

(s) Clause 6.1 provided that the Claimant would deliver interim bills on a monthly basis unless activity justified billing at more or less frequent intervals;

(t) Clause 6.2 provided that bills had to be paid within 30 days of receipt and raise any questions about the bills promptly as well as giving the right to suspend activity on the matter and charge interest if payment was not made when due;

(u) Clause 15 referred to the Terms of Business as containing further terms and that in the event of conflict between the letter and the Terms of Business, the letter would prevail; and

(v) Clause 15.4 of the Terms of Business entitled the Claimant to submit a bill work done and disbursements up to the time of termination.

(a) The PSA appears to have contemplated claims against 14 separate individuals or entities, some in more than one capacity;

(b) There were 13 Defendants to the substantive claims which were issued for a variety of legal and equitable causes of action including deceit and unlawful means conspiracy in the proceedings which were issued on 14 November 2022;

(c) There were 19 respondents to the interim freezing order which was sought on the following day;

(d) The Defendants and Respondents were situated in a number of jurisdictions and some were detained in Abu Dhabi and Switzerland;

(e) There were service issues together with jurisdictional challenges, strike out applications, amendment applications, default judgments, applications for security for cost and applications for permission to appeal as well as the usual incidents of the preparation for substantial litigation as identified in the procedural history at PDM1/10- 16;

(f) The various applications had mixed outcomes. Of particular note are:

(g) I was informed in the course of the Hearing, that the main trial has yet to take place although it is listed for hearing relatively soon.

(a) Until October 2022, the Claimant billed at or less than $ 45,000 per month;

(b) In December 2022, the Claimant issued an invoice for over $ 105,000 for the period to October 2022 explaining that this still meant that the total fees billed were less than 6 and a half months at $ 45,000 per month and the Defendant complained at the amount of the invoice by email dated 6 December 2022;

(c) The Claimant’s response (see PDM1/17) was that the average amount would not exceed $ 45,000 per month;

(d) After October 2022, with the inception of proceedings in November 2022, it seems clear:

(e) The work said by the Claimant to be out of scope included:

(f) By March 2024, even with the billing of the “out of scope work’ there was a substantial backlog in respect of the work which the Claimant accepted fell within the deferred billing arrangements so that the Claimant was providing invoices for work done in 2022 and 2023 (see PDM1/20);

(g) It appears that, unsurprisingly, there was considerable cost pressure on the Defendants together with concern at the amount of fees which had been charged with, in some instances, specific concern at individual items. These concerns are reflected in correspondence:

(h) Mr Chaaban makes specific complaint at the basis upon which Clyde & Co asserted that work was out of scope (see paragraph 17 and 18 of his witness statement) and asserts that requests were only acceded to for relationship reasons and in order to ensure work was carried out);

(i) It does not appear that the Claimant provided the Defendants with full contemporaneous statements of what work had been incurred but unbilled during the course of their retainer although there were some statements as to gross amounts said to be due in November 2024 (see paragraph 13 of Mr Dillon-Malone’s second witness statement);

(j) By the end of 2024, it is plain that there was considerable tension between the parties which led to the Defendants terminating the services of the Claimant on 9 January 2025 which led to the Claimant issuing an invoice for all unbilled work. The Defendants paid in March 2025 a sum which was meant to represent the balancing figure to ensure that $ 45,000 a month was paid for the entire period of the retainer from April 2022 to January 2025 (KC 3).

(a) That it claims a total of $ 410,517.31 in respect of work “in scope” including in respect of a late payment invoices of $ 28,448.45) with the balance being in respect of out of scope work;

(b) That this work was billed in invoices which sometimes contained only work said to be in scope but also other work which is now said to be out of scope although this does not appear to have been made clear at the time (see eg invoice 0133262) for November 2024);

(c) That the out of scope work comprised the remainder of the work with some $ 158k being contained in invoices which also contained in scope work and the remaining approximately $ 397k being comprised in invoices covering only out of scope work

(a) it considers that:

(b) There is no other compelling reason why the case or issue should be disposed of at a trial.

“(a) An application for immediate judgment may be based on a point of law, the evidence which can reasonably be expected to be available at trial or the lack of it, or a combination of these, as provided for by RDC 24.2;

(b) The Court must consider whether the respondent to an application for immediate judgment has a “realistic” as opposed to “fanciful” prospect of success; where a fanciful claim is one that is entirely without substance;

(c) A realistic prospect of success requires some degree of conviction and not one that is merely arguable;

(d) The Court should avoid conducting a mini-trial without disclosure or oral evidence;

(e) The Court is not required to take everything that a party says in its witness evidence at face value and without analysis. Factual assertions may have no real substance, particularly where they are contradicted by contemporaneous documents;

(f) The Court should avoid being drawn into an attempt to resolve those conflicts of fact which are normally resolved by a trial process;

(g) The Court must take account of evidence actually placed before it on the application for immediate judgment and the evidence reasonably expected to be available at trial;

(h) Allegations of fraud may pose particular problems;

(i) The overall burden of proof remains on the claimant to establish that there are no real prospects of success and no compelling reason for trial;

(j) The Court should hesitate to make a final decision without a trial where reasonable grounds exist for believing that a fuller investigation into the facts of the case would add to or alter the evidence available to the trial judge and so affect the outcome of the case;

(k) There will be a compelling reason for trial where there are circumstances that ought to be investigated.”

(a) That the PSA neither provided any limitation on the amount of fees that could be incurred in a month nor limited the total chargeable fees to $ 45,000 times the number of months for which the engagement lasted but rather required the billing of sums over $ 45,000 to be deferred so that the maximum billed in a month was $ 45,000;

(b) That this interpretation is supported;

(c) That clause 5.3 and 15.4 of the Terms of Business entitled payment of the balance of fees on termination.

(a) That the average monthly fee for the ADGM Court proceedings are subject to a cap of $ 45,000 and that the monthly fees paid can never exceed that sum;

(b) That clause 5.7 is an illustration of this construction and also shows that the Claimant was prepared to limit its fees to $ 45,000 a month;

(c) That there was no provision entitling charging of fees not previously charged on termination (unlike in respect of the deferred 35%); and

(d) That clause 5.12 of the PSA did not entitle the Claimant to charge additional fees for work in relation to the ADGM proceedings beyond the $ 45,000 per month.

(a) A limit on the amount that could be billed each month of $ 45,000 during the duration of the retainer;

(b) An absolute limit on the amount that could be billed of $ 810,000 provided that the proceedings were concluded within 18 months of signature of the retainer; and

(c) An agreement to defer payment of 35% of the invoices until the earlier of the events identified in clause 5.6.

(a) The table in clause 5.5 permitted fees to be carried forward rather than waived altogether which meant that “charge” in clause 5.5 must be a reference to “bill”;

(b) Clause 5.7 was in different terms from clause 5.5 and contained a different and limited restriction introduced by the word “Further” and referring to “total aggregate legal fees”;

(c) There would have been no need for clause 5.7 if there was a general limit of a maximum limit of $ 45,000 per month; and

(d) The reference to cash flow in clause 5.6 suggests a deferred billing arrangement rather than an absolute limit on fees.

(a) To charge for all fees properly incurred on the basis of the rates set out in the PSA; and

(b) To render invoices for such bills if the retainer was terminated prior to the ADGM proceedings being completed.

(a) That a number of other arrangements or limits appear to have been entered into;

(b) That bills were rendered some considerable time after relevant work was done; and

(c) As I have already found, it is not clear whether or not those agreements and sub-limits have been adhered to or, if so, how this has been done.

(a) As already set out, the sum claimed, is, to at least a limited extent, over-claimed;

(b) I consider that there is a real chance that a further investigation may demonstrate that at least some of the fees for which monies are claimed should not be charged for;

(c) The Defendant has not had a proper chance to consider the breakdown of fees and invoices provided with the Further Information; and

(d) The fact that some invoices were rendered in respect of work done a substantial time ago means that the opportunities for contemporaneous challenge were limited