Claim No: CFI 067/2025

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

COINMENA B.S.C. (C)

Claimant/Respondent

and

FOLOOSI TECHNOLOGIES LTD

Defendant/Applicant

ORDER WITH REASONS OF H.E. JUSTICE SHAMLAN AL SAWALEHI

UPON the Defendant’s Application No. CFI-067-2025/1 dated 4 August 2025 seeking immediate judgment pursuant to Rule 24.1 of the Rules of the DIFC Courts (“RDC”) and/or strike out pursuant to RDC 4.16 (the “Application”)

AND UPON the Order with Reasons of H.E. Justice Shamlan Al Sawalehi dated 26 January 2026 dismissing the Application (the “January Order”)

UPON the Applicant’s Appeal Notice dated 16 February 2026 seeking permission to appeal the January Order (the “PTA Application”)

AND UPON reviewing the appeal notice and parties’ submissions

IT IS HEREBY ORDERED THAT:

1. The PTA Application is dismissed.

2. The Applicant shall pay the Respondent’s cost of the PTA Application. The Respondent shall submit a statement of costs not exceeding 3 pages within 5 days of this Order.

Issued By:
Delvin Sumo
Assistant Registrar
Date of issue: 10 April 2026
At: 2pm

Introduction

1. This is a PTA Application made against the January Order, in which I dismissed the Application seeking immediate judgment pursuant to Rule 24.1 of the Rules of the DIFC Courts (“RDC”)and, in the alternative, strike out pursuant to RDC 4.16.

2. The Applicant now seeks permission to appeal that decision pursuant to RDC Part 44, contending that I erred in law and in principle in declining to dispose of the Respondent’s claim summarily.

3. Having carefully considered the Application, I am not satisfied that the Applicant has demonstrated that the proposed appeal satisfies either limb of the applicable test set out in RDC 44.19.

4. For the reasons which follow, the PTA Application is dismissed.

Background

5. The background to the present dispute has been set out in the January Order, and it is therefore unnecessary to repeat that history exhaustively in the present decision.

6. On 4 August 2025, the Applicant issued an Application seeking immediate judgment pursuant to RDC 24.1 and/or strike out pursuant to RDC 4.16, contending that the Respondent’s pleadings were fundamentally defective and incapable of sustaining a claim.

7. That Application was heard in January and I concluded that the Applicant had failed to satisfy the requirements of RDC 24.1 or RDC 4.16, and that the Respondent’s claim raised issues requiring determination following disclosure and trial.

The Applicant’s Submissions

8. The Applicant advances a number of grounds in support of its Application and submits that the Court erred in declining to dispose of the claim summarily.

9. Central to the Applicant’s argument is the contention that the Court mischaracterised the nature of the original application by treating it as raising substantial factual disputes when, according to the Applicant, the Application was directed primarily at deficiencies in the Respondent’s pleadings.

10. The Applicant submits that the Court should instead have focused on whether the Respondent’s Particulars of Claim, as pleaded, disclosed a viable cause of action capable of succeeding at trial.

11. In particular, the Applicant contends that the Respondent failed to plead a proper basis for loss, which the Applicant argues is an essential element of any claim for breach of contract.

12. The Applicant further submits that the Respondent’s own evidence demonstrates that settlement payments arising from the relevant transactions were intended to be made to MENAC Commercial Brokers LLC (“MENAC”), rather than to the Respondent.

13. According to the Applicant, this alleged inconsistency undermines the Respondent’s pleaded case that sums were contractually owed to it.

14. The Applicant also criticises the Respondent’s reference to an alleged oral agreement, contending that the pleading fails to comply with the requirements of RDC 17.41, which governs the pleading of oral contracts.

15. The Applicant submits that the Court ought to have struck out this aspect of the claim or, at the very least, required the Respondent to amend its pleadings before permitting the claim to proceed.

16. More broadly, the Applicant contends that the Court adopted an unduly restrictive approach to the strike-out and thereby permitted a claim with no reasonable prospect of success to proceed unnecessarily to trial.

17. The Applicant further argues that allowing the claim to proceed will result in unnecessary litigation costs and an inefficient use of court resources.

18. On that basis, the Applicant submits that the proposed appeal has a real prospect of success and that PTA should therefore be granted.

The Respondent’s Submissions

19. The Respondent opposes the PTA Application and submits that the Applicant has failed to identify any arguable error of law or principle in the January Order.

20. The Respondent argues that the Applicant’s submissions amount to little more than a disagreement with the my conclusions and do not raise any issue that properly warrants appellate intervention.

21. The Respondent submits that the Applicant’s strike-out application was correctly rejected because it sought to determine disputed factual matters on a summary basis.

22. According to the Respondent, the dispute between the parties’ concerns matters including the nature of the parties’ commercial relationship, the onboarding arrangements between the parties, the settlement mechanics applicable to processed transactions, and the interpretation of transaction reports generated by the Applicant’s systems.

23. The Respondent submits that these matters necessarily involve contested factual issues which cannot properly be determined without disclosure and trial.

24. The Respondent also relies on a pleaded case that the Applicant acted as its agent in receiving and settling transaction proceeds and was therefore obliged to account to the Respondent for those funds. Even if some aspects of the contractual analysis were open to debate, the existence of this pleaded agency and account claim would in any event preclude the claim from being struck out in its entirety.

25. The Respondent further contends that its Particulars of Claim comply with the requirements of the RDC, providing a clear statement of the contractual relationship relied upon, the breach alleged, and the losses said to have been suffered.

26. The Respondent submits that the Applicant’s criticisms of the pleadings amount to technical objections which do not justify the drastic remedy of a strike out.

27. In relation to the issue of MENAC, the Respondent submits that any nomination of MENAC as a recipient of payments does not undermine the Respondent’s entitlement to those funds.

28. The fact that the Respondent may have nominated MENAC to receive settlement payments does not necessarily contradict the pleaded case that the Applicant owed those funds to the Respondent.

29. The Respondent also argues that the Applicant’s reliance upon alleged inconsistencies between pleadings and evidence is misplaced, since it is well established that evidence may elaborate upon a pleaded case without amending it.

30. The Respondent therefore submits that the PTA Application has no real prospect of success and that it should be dismissed.

Discussion and Analysis

31. The starting point in determining a PTA Application is the test set out in RDC Part 44.19:

32. The threshold imposed by this rule is intentionally demanding, reflecting the principle that appellate review should not be invoked merely because a party disagrees with the reasoning or conclusions reached by the court of first instance.

33. In the present case, the Applicant’s arguments are directed primarily at the January Order whereby I dismissed the Application to grant immediate judgment under RDC 24.1 and strike out under RDC 4.16.

34. Both of these rules are drastic remedies which must be exercised with considerable caution.

35. The purpose of RDC 24.1 is to enable the Court to dispose of claims which are plainly unsustainable where there are no realistic prospect of success and no compelling reason for trial. The rule states:

Similarly, the strike-out under RDC 4.16 is concerned with cases where a statement of case discloses no reasonable grounds for bringing a claim. The rule states:

36. In exercising either rule, I am cautious to not conduct a mini-trial or resolve contested factual issues on the basis of incomplete evidence and submissions.

37. Having reviewed the Applicant’s Grounds of Appeal and the submissions of both parties, I am not persuaded that the Applicant has demonstrated that I erred in applying these principles.

38. As explained in the January Order, the Applicant’s arguments concerning contractual privity, settlement arrangements, and the role of MENAC all involve factual questions concerning the nature of the parties’ commercial dealings.

39. Those issues arise from matters including the parties’ communications, the onboarding process, the interpretation of transaction documentation, and the commercial arrangements governing the settlement of transaction proceeds.

40. These matters are central to the parties’ cases and cannot properly be resolved without documentary disclosure and witness evidence. Such matters are plainly unsuitable for resolution without the benefit of disclosure and trial.

41. The Applicant’s attempt to characterise its arguments as purely pleading-based does not withstand scrutiny, since the alleged deficiencies in the pleadings are closely intertwined with the factual disputes between the parties.

42. I am also not persuaded that the Respondent’s pleadings fail to disclose a viable cause of action.

43. The Particulars of Claim plead the existence of a contractual relationship, the Applicant’s obligation to settle transaction proceeds, and the Applicant’s alleged failure to do so.

44. If established, those allegations would plainly be capable of supporting claims in debt, damages, specific performance, or account for sums allegedly received or retained by the Applicant and therefore cannot be said to disclose no reasonable grounds.

45. The Applicant’s criticisms concerning the Respondent’s pleading of loss do not demonstrate that the claim is legally untenable.

46. The Respondent has articulated a coherent case, whether that case ultimately succeeds is a matter for determination at trial and cannot properly be decided at the summary stage.

47. The Applicant’s reliance on alleged inconsistencies between the pleadings and the Respondent’s evidence is similarly misplaced. It is well established that evidence may elaborate upon, but does not amend, a pleaded case.

48. The Applicant’s criticism concerning the reference to an alleged oral agreement likewise does not justify appellate intervention. Even if further particularisation were desirable, such a matter would ordinarily be addressed through amendment or clarification rather than through the drastic remedy of strike out.

49. The Applicant has therefore failed to demonstrate that I erred in principle in refusing to strike out the claim. Nor has the Applicant identified any basis upon which an appellate court could properly interfere with the evaluative conclusions reached in the January Order.

Conclusion

50. For the reasons set out above, I am not satisfied that the Applicant has demonstrated that the PTA Application has a real prospect of success.

51. Accordingly, the PTA Application is dismissed.

52. The Applicant shall pay the Respondent’s cost of the PTA Application. The Respondent shall submit a statement of costs not exceeding 3 pages within 5 days of this Order.