Claim No. CFI 079/2023

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

(1) THAMER ABDULAZIZ ALBULAIHID
(2) MOUSTAFA EL SAYED ABDULGHANI EL SHAFAEI

Claimants

and

(1) NASSER SHEHATA
(2) HEALTH INSIGHTS FZ-LLC
(3) HEALTH INSIGHTS ASIA (L) BHD

Defendants

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ORDER WITH REASONS OF H.E. JUSTICE RENE LE MIERE

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UPON the Judgment of H.E. Justice Rene Le Miere dated 6 April 2026 (the “Judgment”)

AND UPON the Order of H.E. Justice Rene Le Miere dated 8 June 2026 (the “Order”)

AND UPON the Defendant’s submissions dated 11 June 2026

AND UPON the Claimant’s submissions dated 16 June 2026

AND PURSUANT TO the Rules of the DIFC Courts (“RDC”)

IT IS HEREBY ORDERED THAT:

Declarations as to authenticity and ownership

1. It is declared that the document described as the “Purchase Order dated 7 July 2016” was not executed at or about the date it bears, was not intended to create legal relations at that time, is not an authentic or operative agreement, and is of no legal effect.

2. It is declared that the Purchase Order did not transfer, vest, or otherwise affect the ownership of the intellectual property rights in Medica CloudCare.

Assignment Agreement

3. It is declared that the Assignment Agreement dated 30 November 2021 and registered with INTEROCO on 19 December 2021, by which HI Dubai purported to assign the intellectual property rights in Medica CloudCare to HI Malaysia for USD 500,000, was a transaction in which Mr Shehata had a material conflict of interest which he failed to disclose in accordance with Regulation 79 of the Dubai Creative Clusters Private Companies Regulations 2016 (the “Regulations”).

4. The Assignment Agreement is set aside pursuant to Regulation 79.6.

5. Mr Shehata shall account to HI Dubai for any profit, gain, or benefit realised by him, whether directly or indirectly, by reason of the Assignment Agreement.

Account and inquiry (Assignment Agreement)

6. Within 28 days of this Order, Mr Shehata shall file and serve, in accordance with RDC 36.60, a verified account identifying:

Payments from HI Dubai’s HSBC accounts

7. It is declared that the payments made from HI Dubai’s HSBC bank accounts to Mr Shehata between 5 September 2022 and 31 August 2023, as particularised in Annex A and Annex B to the Particulars of Claim, were transactions or arrangements in which Mr Shehata had a material interest, and that he failed to declare the nature and extent of that interest in accordance with Regulation 79.

8. Pursuant to Regulation 79.6, the Payments are set aside.

Account and inquiry (Payments)

9. Mr Shehata shall account to HI Dubai for all monies comprised in the Payments and for all profit, gain, or benefit realised by him by reason of the Payments.

10. Within 28 days of this Order, Mr Shehata shall file and serve, in accordance with RDC 36.60, a verified account setting out:

11. Within 28 days of this Order, Mr Shehata shall produce complete bank statements for all personal bank accounts into which any part of the Payments was paid, covering the period 1 September 2022 to 31 May 2024, together with all invoices, receipts and transfer records relied upon in support of the account.

12. In taking the account, Mr Shehata shall be allowed credit only for:

13. HI Dubai may serve points of dispute within 14 days of service of the account and documents. Any unresolved issues shall be listed for further directions.

14. The parties shall have liberty to apply for further directions in relation to the accounts and inquiries ordered by paragraphs 5 to 17, including any application concerning confidentiality or specific redactions of documents.

Counterclaim

15. The First Defendant’s counterclaim for unfair prejudice under Regulation 89 is dismissed.

16. The First Defendant’s stand-alone claim under Regulation 79 in relation to alleged undisclosed conflicts of interest concerning transactions or arrangements between HI Dubai and Al Khaleej is dismissed.

Payment and interest

17. Mr Shehata shall pay to HI Dubai the sum (if any) found due on the taking of the accounts ordered above within 14 days of agreement or determination.

18. Interest shall be payable on any sum found due at such rate and for such period as the Court may determine.

Costs

19. Subject to paragraphs 20 and 21, the First and Third Defendants shall pay the Claimants’ costs of the Part 7 proceedings incurred on and from 16 April 2024, on the indemnity basis, such costs to be assessed by the Registrar if not agreed.

20. Paragraph 19 does not affect any order previously made in the Part 7 proceedings requiring one party to pay another party’s costs of an interlocutory application.

21. The Claimants shall not recover:

22. Pursuant to RDC 38.13, the First and Third Defendants shall pay the Claimants USD 1,500,000 on account of costs within 14 days of this Order

23. The payment ordered by paragraph 22 shall be credited against the amount of costs ultimately agreed or determined on detailed assessment.

Liberty to apply

24. the parties shall have liberty to apply on 3 days’ notice.

Issued by:
Delvin Sumo
Assistant Registrar
Date of issue: 15 July 2026
At: 2pm

SCHEDULE OF REASONS

A. Introduction

1. The Court delivered judgment on 6 April 2026 (the “Judgment”). The Court ordered the parties to confer in good faith for the purpose of agreeing the form of orders necessary to give effect to the Court’s decision and reasons, including orders as to costs. The Court also indicated a provisional form of orders, subject to submissions as to form, sequencing, scope and ancillary directions.

2. The parties have conferred but have not agreed the final form of the orders. The Claimants and the First and Third Defendants have each filed written submissions identifying the remaining points of disagreement.

3. At this stage, the task is not to reopen the Judgment or determine new claims. It is to settle an order that gives effect to the Judgment already delivered. The Court should therefore make orders that reflect the findings and relief set out in the reasons, with such procedural and ancillary machinery as is necessary to make that relief effective.

4. In these reasons, I will discuss the parties’ disagreements about the orders to give effect to the Judgment. The paragraphs referred to are the numbered paragraphs or subparagraphs in [548] of the Judgment.

B. Purchase Order: Paragraphs 1 and 2

5. There is no dispute about the declarations concerning the Purchase Order. The orders concerning the Purchase Order should follow the Court’s provisional formulation set out in (1) and (2) of [548] of the Judgment.

C. Assignment Agreement — Paragraph 3 - 4

C1 Declaration of material conflict

6. The Claimants seek an express declaration that the Assignment Agreement was a transaction in which Mr Shehata had a material conflict of interest which he failed to disclose in accordance with Regulation 79.

7. The Defendants resist the separate declaration, contending that the substance is already reflected in the order setting aside the Assignment Agreement and that the Court’s provisional formulation did not include the additional language.

8. The Claimants’ proposed declaration should be included. The Judgment contains clear findings that Mr Shehata had a direct and indirect interest in the Assignment Agreement, that the interest gave rise to a conflict significantly adverse to HI Dubai’s interests, that he was aware of that conflict, and that he did not declare the nature and extent of his interest to the other directors of HI Dubai as required by Regulation 79. The Court also concluded that the statutory criteria for relief under Regulation 79.6 were satisfied.

9. The declaration does not go beyond the Judgment. It records, in operative form, the basis on which the Assignment Agreement is set aside. It is also consistent with the agreed declaration in respect of the Payments, which records the corresponding finding that those payments were transactions or arrangements in which Mr Shehata had a material interest and that he failed to disclose the nature and extent of that interest. There is no good reason to include such a declaration for the Payments but not for the Assignment Agreement.

C2 Scope of the account - inclusion of the words “whether directly or indirectly”

10. The issue is whether the words “whether directly or indirectly” should be included in the paragraph requiring Mr Shehata to account to HI Dubai for any profit, gain or benefit realised by him by reason of the Assignment Agreement.

11. The Defendants contend that the words should be omitted because those words do not appear in Regulation 79.6 and the Court’s relief should adhere closely to the statutory language. The Claimants submit that the words should be retained because they clarify the scope of the account and avoid unnecessary disputes concerning benefits obtained through related entities.

12. The Court considers that the words should be included.

13. First, the inclusion of the words “whether directly or indirectly” does not alter or expand the substantive remedy conferred by Regulation 79.6. The Regulation empowers the Court to direct a director to account for “any profit, gain, or benefit realised” arising from a transaction entered into in breach of the disclosure requirements. The Regulation’s language is broad. Nothing in its text suggests that the profit, gain or benefit must be received personally and immediately by the director, or that benefits obtained through intermediaries, associated entities or controlled companies are excluded from its operation.

14. Secondly, the proposed wording more accurately reflects the factual findings made in the Judgment. The Court found that the Assignment Agreement was entered into between HI Dubai and HI Malaysia, a company wholly owned and controlled by Mr Shehata. The Court found that Mr Shehata was, in substance, on both sides of the transaction and was orchestrating the transfer of HI Dubai’s principal asset into a company wholly owned and controlled by him.

15. In those circumstances, any assessment of profit, gain or benefit arising from the Assignment Agreement cannot sensibly be confined to benefits paid directly into Mr Shehata’s hands. A substantial part of any value derived from the transaction might be realised through HI Malaysia or another entity under his control and nevertheless constitute a benefit realised by him.

16. Thirdly, omission of the words would create an unnecessary risk of dispute during the taking of the account. One of the principal purposes of the final orders is to give clear guidance as to the scope of the inquiry to be undertaken.

17. If the words were omitted, it could be argued that only benefits directly received by Mr Shehata personally are within the scope of the account and that benefits received by HI Malaysia or another controlled entity fall outside it. Such a construction would invite precisely the type of satellite dispute that the account process is intended to avoid. The inclusion of the words makes clear that the account is concerned with substance rather than form.

18. Fourthly, the Court does not accept the contention that the additional words impermissibly extend the statutory remedy. The order continues to require that the profit, gain or benefit be one “realised by” Mr Shehata and realised “by reason of” the Assignment Agreement. Those requirements provide the necessary limits upon the account. The words “whether directly or indirectly” do not relieve HI Dubai of establishing the requisite connection between the benefit and the Assignment Agreement. Nor do they authorise recovery of remote or unrelated advantages. They merely recognise that a benefit may be realised through an intermediary or controlled vehicle rather than by direct receipt.

19. Finally, the Court notes that the disputed phrase formed part of the Court’s provisional formulation of the orders at paragraph [548] of the Judgment. Having considered the parties’ submissions, the Court remains of the view that those words accurately reflect the scope of the relief contemplated by Regulation 79.6 and the findings made at trial. Their retention best gives effect to the Judgment and promotes the effective taking of the account ordered by the Court.

C3 Repayment of Consideration

20. The Third Defendant, HI Malaysia, seeks an order that HI Dubai repay to HI Malaysia all sums allegedly paid as consideration under the Assignment Agreement.

21. In support of that contention, the Third Defendant submits that such repayment is a necessary consequence of setting aside the Assignment Agreement and relies upon the Court's provisional formulation that HI Dubai be restored to the position it would have been in had the Assignment Agreement not been entered into.

22. The Claimants oppose the making of any such order.

23. The Court declines to make the order sought. It also concludes that the words “and shall restore HI Dubai to the position it would have been in had the Assignment Agreement not been entered into” should be omitted from the order requiring Mr Shehata to account for profits, gains or benefits realised by reason of the Assignment Agreement.

24. The present exercise is concerned with settling final orders that give effect to the Judgment. It is not an occasion to determine claims that were not pleaded, tried or decided at trial. The Court must ensure that the final orders reflect the relief sought and determined in the proceedings and do not extend beyond the matters adjudicated in the Judgment.

25. The Claimants’ case concerning the Assignment Agreement was that the Agreement should be set aside under Regulation 79.6 because it was entered into in circumstances of an undisclosed conflict of interest and that Mr Shehata should account to HI Dubai for any profit, gain or benefit realised by reason of the transaction.

26. The Court upheld that case. The relief granted in the Judgment was directed to setting aside the Assignment Agreement and requiring an account from Mr Shehata.

27. Neither party sought restitutionary relief consequent upon the setting aside of the Assignment Agreement.

28. HI Malaysia did not advance any claim, whether by counterclaim or otherwise, seeking repayment from HI Dubai of any sum allegedly paid as consideration under the Assignment Agreement. The issue was not pleaded as a claim requiring determination at trial. The Defendants' post-judgment submissions acknowledge that no such claim was advanced during the trial and seek to raise the matter only at the stage of settling the final orders.

29. Consistent with the pleadings, the issues determined at trial concerned the validity of the Assignment Agreement, whether it should be set aside under Regulation 79, and whether Mr Shehata should be required to account for any profit, gain or benefit realised by reason of the transaction.

30. The Judgment determined those issues. It did not determine any claim by HI Malaysia for repayment of consideration allegedly paid under the Assignment Agreement,

31. Further, the Judgment contains no findings that HI Malaysia paid USD 500,000, or any other sum, to HI Dubai pursuant to the Assignment Agreement. Nor does it contain findings as to the circumstances of any such payment, whether it was received and retained by HI Dubai, whether restitutionary relief would otherwise be available, or whether any defence to such a claim might exist. Those matters were not identified by the pleadings, investigated through disclosure, explored at trial, or determined in the Judgment.

32. Against that background, it would be inappropriate to include in the final orders either an express repayment order or wording that might be understood as requiring repayment of consideration. To do so would involve resolving questions that were not litigated and in respect of which no findings were made.

33. The Court has also reconsidered the words appearing in its provisional formulation of the orders requiring Mr Shehata to account and to “restore HI Dubai to the position it would have been in had the Assignment Agreement not been entered into”.

34. On reflection, those words are unnecessary and may create uncertainty. Read literally, they can extend beyond the relief actually determined by the Court and may be invoked as a basis for restitutionary claims that were neither pleaded nor adjudicated. The Defendants' submission that the words require repayment of consideration illustrates that difficulty.

35. The relief determined by the Court was that the Assignment Agreement should be set aside and that Mr Shehata should account to HI Dubai for any profit, gain or benefit realised by him, whether directly or indirectly, by reason of that transaction.

36. Those orders reflect the claims advanced, the issues tried, and the conclusions reached in the Judgment. They are sufficient to give effect to the Court's decision without the inclusion of broader restorative language that may be taken as determining rights or liabilities that were not the subject of any pleaded claim or adjudication.

37. Accordingly, no order should be made requiring HI Dubai to repay to HI Malaysia any sum alleged to have been paid as consideration under the Assignment Agreement.

38. Further, order 5 should require Mr Shehata to account to HI Dubai for any profit, gain or benefit realised by him, whether directly or indirectly, by reason of the Assignment Agreement, but should not include the words “and shall restore HI Dubai to the position it would have been in had the Assignment Agreement not been entered into

39. It is unnecessary to include any reservation concerning possible restitutionary claims. The Court has not determined any such claim because no such claim was advanced. The final orders simply give effect to the claims that were pleaded and determined in the Judgment and should not be taken as adjudicating upon claims that were never before the Court.

40. The Court will therefore make no order concerning repayment of consideration under the Assignment Agreement.

D. Account in respect of the Assignment Agreement – Paragraphs 5 - 6

D1 Account in accordance with RDC 36.60

41. The Claimants seek to include the words “in accordance with RDC 36.60” in the order requiring Mr Shehata to file and serve a verified account. The Defendants object on the basis that the Judgment did not expressly refer to RDC 36.60 and that the draft order should not include procedural references not contemplated by the Judgment.

42. The Claimants’ proposed wording should be accepted.

43. Although the Judgment did not expressly refer to RDC 36.60, the procedure contemplated by the Court was, in substance, the procedure prescribed by RDC 36.60 and the associated provisions governing the taking of accounts. The Court ordered that Mr Shehata provide a verified account, that HI Dubai be entitled to serve points of dispute, and that any unresolved issues be the subject of further directions and determination. That sequence mirrors the procedural framework established by RDC 36.60 and the related rules.

44. The omission of an express reference to RDC 36.60 in the Judgment does not indicate any intention to adopt a different procedure. Rather, the Court's provisional orders were drafted on the assumption that the established procedural machinery governing accounts would apply.

45. Expressly referring to RDC 36.60 in the final order therefore does not modify, enlarge or qualify the substantive relief granted by the Judgment. It merely identifies the procedural regime that the Court intended should govern the implementation of that relief.

46. The inclusion of the reference will also assist the parties by removing uncertainty about the form of the account and the subsequent procedure. It will reduce the scope for future disputes about the mechanics of the accounting process and better give effect to the Court's intention that the account be taken in accordance with the ordinary procedures applicable to accounts in the DIFC Courts.

47. The same reasoning applies to the account directed in respect of the Payments. Although the Judgment did not expressly cite RDC 36.60, the Court intended that the account proceed in accordance with the procedural framework established by RDC Part 36, including RDC 36.60 and the related provisions dealing with points of dispute, determination of disputed items and further directions.

D2 Addition of the Words “or Consideration”

48. The Claimants seek to add the words “or consideration” to the subparagraph requiring Mr Shehata to identify the disposition of monies or benefits received by reason of the Assignment Agreement. The Defendants object to the addition.

49. The Defendants submit, first, that the proposed addition departs from the structure adopted in the Court’s provisional formulation. While the provisional order referred to “any monies, benefits, or consideration received by him by reason of the Assignment Agreement”, the corresponding requirement concerning disposition referred only to “any such monies or benefits”. The Defendants contend that the final orders should follow the language of the Court’s provisional formulation and that the introduction of the additional expression is unnecessary.

50. Secondly, the Defendants submit that the word “consideration” adds nothing of substance. They contend that any consideration received under the Assignment Agreement would necessarily take the form of money or some other benefit. On that footing, all matters of economic value capable of being received by reason of the Assignment Agreement are already captured by the existing reference to monies and benefits.

51. Thirdly, the Defendants submit that the proposed wording may create uncertainty. They argue that money and benefits are things capable of being disposed of, whereas “consideration” is a legal characterisation of the value exchanged under a contract rather than a distinct category of property or asset. They submit that a requirement to identify the disposition of “consideration” may give rise to uncertainty as to whether the expression refers to money paid under the Assignment Agreement, some other benefit provided pursuant to it, or something different again.

52. I accept that the Defendants’ submissions have some force, but I do not consider them sufficient to justify omission of the proposed words.

53. It is true that, in a strict conceptual sense, consideration is not necessarily a category distinct from monies or benefits. If the consideration received under the Assignment Agreement consisted of a monetary payment, it would already fall within the expression “monies”. If it took some non-cash form, it would ordinarily fall within the expression “benefits”. Accordingly, the order would likely operate adequately without an express reference to consideration.

54. However, the question is not whether the order could function without the additional word, but whether the inclusion of the word improves the clarity and completeness of the account required. In my view it does.

55. The Assignment Agreement itself is founded upon the provision of consideration. The dispute concerning possible repayment obligations arises directly from consideration alleged to have been paid pursuant to that agreement. In those circumstances, an express reference to consideration focuses attention upon a matter that lies at the centre of the controversy between the parties.

56. Further, the purpose of the account is to require disclosure of what Mr Shehata received by reason of the Assignment Agreement, what became of those receipts, and whether any part remains available or was otherwise dealt with. Express inclusion of “consideration” makes clear that the account extends to anything received as contractual consideration under the Assignment Agreement, irrespective of how that value might later be characterised.

57. Nor do I accept that the additional word creates any material uncertainty. The expression must be read in context. The order concerns monies, benefits or consideration received by Mr Shehata by reason of the Assignment Agreement. Read in that way, the reference to consideration plainly directs attention to value received pursuant to the Assignment Agreement itself. A reasonable reader would have little difficulty understanding the intended operation of the provision.

58. Indeed, to the extent that any issue exists in the present case, it concerns whether consideration was paid pursuant to the Assignment Agreement and, if so, what became of it. In that context, the inclusion of the word tends to illuminate rather than obscure the subject matter of the account.

59. There is also force in the Claimants’ submission that the drafting is more coherent if the categories of value identified in the preceding subparagraph are mirrored in the requirement concerning disposition. Where the order requires identification of any monies, benefits or consideration received, it is logically consistent to require identification of the disposition of any monies, benefits or consideration so received.

60. For those reasons, I am not persuaded by the Defendants’ objection. Although the word “consideration” is to some extent repetitive of concepts already encompassed within monies or benefits, it aligns with the subject matter of the Assignment Agreement, emphasises the need to account for any contractual consideration received pursuant to that agreement, and creates no meaningful uncertainty when read in context.

61. The balance therefore favours the Claimants’ proposed amendment. The words “or consideration” will be included in paragraph 5(2) of the final orders.

E. E Payments from HI Dubai’s HSBC accounts – Paragraphs 7 -9

62. There is no dispute about the declarations concerning the Purchase Order. The orders concerning the Payments should follow the Court’s provisional formulation set out in (7) and (8) of [548] of the Judgment, with the addition of the words in the Section titled “Account in respect of the Payments”, to make clear which is the account ordered below.

F. F Account in respect of the Payments – Paragraphs 10 - 14

F1 Account in accordance with RDC 36.60

63. The Claimants seek to include the words “in accordance with RDC 36.60” in the order requiring Mr Shehata to file and serve a verified account.

64. The Claimants’ proposed wording should be accepted for substantially the reasons in section D1 of these reasons.

F2 Confidential inspection protocol

65. The Defendants propose that personal bank statements and supporting records be provided first to a neutral solicitor, who would review and redact entries unconnected with the Payments before production to the Claimants. They submit that the bank statements contain sensitive personal information and that a protocol is required to protect confidentiality, proportionality and relevance.

66. The Claimants object. They submit that the proposed protocol would prevent them and their legal representatives from inspecting the very material necessary to test the account. They rely on the Court’s findings that Mr Shehata had previously failed to produce personal bank statements despite being ordered to do so, and that the absence of those statements deprived the Court of the most direct evidence of how the funds were applied.

67. The Defendants’ proposed protocol should not be included. The production of complete bank statements is not an incidental disclosure exercise. It is a central part of the account ordered by the Court. The Judgment identified the absence of those statements as a serious deficiency in Mr Shehata’s case and drew an adverse inference from his failure to produce them.

68. The purpose of the order now made is to enable the account to be tested. That purpose would be undermined if the statements were first reviewed and redacted by a third-party solicitor who is not familiar with the factual detail of the dispute and who may be unable to assess the significance of particular payments, payees or transfers.

69. The Defendants’ confidentiality concern does not justify the proposed blanket protocol. Bank statements are commonly produced in commercial litigation. The ordinary restrictions on collateral use, together with the ability of a party to seek agreement or the Court’s permission for specific redactions, provide adequate protection.

70. If there are particular entries said to raise genuine confidentiality concerns, the Defendants may apply for appropriate directions. But the Court should not impose a pre- production redaction process which would impair the Claimants’ ability to scrutinise the account.

71. The final order should therefore require production of complete bank statements and supporting records without the proposed confidential inspection protocol.

72. The final order will include liberty to apply, enabling the Defendants to apply in respect of specific redactions or confidentiality directions.

F3 Whether a separate restorative order should be included

73. The Court's provisional formulation included an order that:

“Mr Shehata shall restore HI Dubai to the position it would have been in had the Payments not been made, subject to the taking of the account ordered below.”

74. Upon reflection, that separate order is unnecessary and should not be included in the final orders.

75. The purpose of the final orders is to give effect to the relief granted in the Judgment. The Court determined that the Payments were transactions or arrangements in which Mr Shehata had a material undisclosed interest, that the Payments should be set aside pursuant to Regulation 79.6, and that Mr Shehata should account to HI Dubai in respect of the monies received and any profit, gain or benefit realised by reason of those Payments. The final orders provide expressly for those remedies

76. The account ordered by the Court is the mechanism by which the consequences of setting aside the Payments will be determined and implemented. Under that process, Mr Shehata is required to identify each receipt of monies comprised in the Payments, the disposition of those monies, and the basis upon which any part is said to have been properly retained or applied. The Court has further directed the production of bank statements and supporting documents, provided for points of dispute, and reserved unresolved issues for determination following the taking of the account. Those provisions constitute the operative relief granted by the Court.

77. In those circumstances, a separate order requiring Mr Shehata to restore HI Dubai to the position it would have been in had the Payments not been made adds little of practical substance. Whether, and to what extent, HI Dubai is to be restored to that position depends upon the outcome of the account and the determination of any questions concerning credits, allowances, expenditure said to have been incurred for the benefit of HI Dubai, and any other matters arising in the accounting process. Those questions are already addressed by the account orders.

78. The omission of the separate restorative order does not diminish the relief granted to HI Dubai. The setting aside of the Payments and the account directed against Mr Shehata fully reflect the Court's findings and provide the procedural machinery necessary to determine the amount, if any, that he must ultimately pay to HI Dubai. The account remains directed to identifying and quantifying the consequences of the Payments and any benefit realised by Mr Shehata as a result of them.

79. The Court therefore considers that the final orders will be clearer and more economical if they focus on the substantive relief that has been ordered, namely the setting aside of the Payments and the taking of an account. The separate restorative order is unnecessary because its intended effect will, in any event, be achieved through the accounting process itself.

80. Accordingly, the final orders should omit the separate provision that Mr Shehata restore HI Dubai to the position it would have been in had the Payments not been made and should instead provide only for the setting aside of the Payments and the account and inquiry that follow.

G. G Counterclaim - Paragraphs 15-16

81. There is no dispute about the orders concerning the counterclaim. The orders concerning the counterclaim should follow the Court’s provisional formulation set out in (15) and (16) of [548] of the Judgment, with Mr Shehata substituted for the Defendants, as the parties agree should be the case.

H. H Payment and interest – Paragraphs 17 and 18

82. There is no dispute about the orders concerning payment and interest. The orders concerning the counterclaim should follow the Court’s provisional formulation set out in (17) and (18) of [548] of the Judgment

I. I Costs

I1 Costs of the proceedings

83. The Claimants seek an order that the First and Third Defendants pay the Claimants’ costs of the Part 7 proceedings from 16 April 2024 onwards, save for costs previously dealt with by interim costs orders.

84. The Defendants accept, in principle, that it is appropriate that they pay the Claimants’ costs of the Part 7 proceedings, including the Defendants’ counterclaim, subject to detailed assessment if not agreed.

85. The appropriate order is that the First and Third Defendants pay the Claimants’ costs of the Part 7 proceedings from 16 April 2024 onwards, subject to any costs orders already made in relation to interlocutory applications.

86. The starting point is the procedural history. These proceedings commenced as a Part 8 claim. The claim comprised two distinct claims: the Removal Claim and the Set Aside Claim. Following the hearing on 15 April 2024, the Court determined the Removal Claim in favour of the Claimants but held that the Set Aside Claim was not suitable for determination under Part 8 because it involved substantial disputes of fact and should continue as if the Claimants had not used the Part 8 procedure. The Court directed the future conduct of that claim as Part 7 proceedings.

87. On 16 July 2024, the Court made a separate costs order dealing with the Part 8 phase of the proceedings. The Court ordered that the First Defendant pay 50% of the Claimants’ costs of the Part 8 proceedings to and including 15 April 2024. The reasons for that order were that the outcome of the Part 8 phase was mixed: the Claimants succeeded on the Removal Claim but failed in their contention that the Set Aside Claim should be determined under Part 8. The Court therefore treated the proceedings to that point as a distinct phase and made a discounted costs order reflecting the parties’ mixed success.

88. That costs order finally disposed of the costs of the Part 8 phase of the proceedings up to and including 15 April 2024. It follows that the present costs determination concerns a different and subsequent phase of the litigation, namely the Part 7 proceedings which commenced immediately after the hearing on 15 April 2024 and pursuant to the orders made on 15 May 2024.

89. For that reason, 16 April 2024 is the appropriate commencement date for the present costs order. It is the day immediately following the hearing, which marked the end of the Part 8 phase and the beginning of the proceedings, which thereafter continued as a Part 7 claim. Costs incurred before that date have already been the subject of a specific costs order. Costs incurred from that date onwards were incurred in the prosecution and defence of the Part 7 proceedings and should be dealt with separately.

90. Turning to the outcome of the Part 7 proceedings, the Claimants were overwhelmingly successful. The principal issues for determination at trial included the authenticity of the Licensing Agreement, Purchase Order and Partner Reseller Certification; the authorship and ownership of Medica CloudCare; whether the Assignment Agreement should be set aside under Regulation 79; whether the payments made to Mr Shehata should be set aside under Regulation 79; and whether the Defendants had established their counterclaim for unfair prejudice or other relief.

91. The Court found in favour of the Claimants on all substantive claims. It held that the Licensing Agreement, Purchase Order and Partner Reseller Certification were not authentic and were of no legal effect; that the Assignment Agreement should be set aside under Regulation 79 with an account ordered; that the payments to Mr Shehata should be set aside under Regulation 79 with an account ordered; and that the Defendants’ counterclaim for unfair prejudice and associated relief should be dismissed.

92. The Defendants failed on the major issues pleaded in defence and on the relief sought by way of counterclaim. The practical and substantive outcome of the Part 7 proceedings was therefore a decisive victory for the Claimants. Applying the ordinary principle that costs follow the event, the Claimants are entitled to recover their costs of that phase of the proceedings.

93. There is no sufficient reason to depart from that principle. Unlike the earlier Part 8 phase, the outcome of the Part 7 proceedings was not mixed. The Claimants succeeded on the central issues that proceeded to trial, obtained the substantive relief they sought, and successfully resisted the Defendants’ counterclaim. The Defendants themselves have accepted that it is appropriate, in principle, that they pay the Claimants’ costs of the Part 7 proceedings. The remaining dispute concerns the basis of assessment and related matters, which are separate questions.

94. Accordingly, I conclude that the First and Third Defendants should pay the Claimants’ costs of the Part 7 proceedings from 16 April 2024 onwards, subject to any costs orders already made in relation to interlocutory applications and subject to detailed assessment if not agreed.

I 2 Basis of assessment

95. The Claimants seek an order that the First and Third Defendants pay the Claimants’ costs of the Part 7 proceedings on the indemnity basis. The Defendants contend that costs should be assessed on the standard basis

I 2.1 The parties' submissions

96. The Claimants submit that the Defendants’ conduct took the litigation well outside the norm and justifies indemnity costs. They rely in particular upon the Court’s findings that Mr Shehata relied upon documents which were fabricated for the purposes of the litigation, gave evidence characterised by repeated contradictions, shifting explanations, evasiveness and misleading or incorrect statements, and deliberately failed to comply with disclosure obligations in relation to his personal bank statements notwithstanding a court order requiring their production.

97. The Claimants further rely on the complete failure of the Defendants’ counterclaim, which advanced serious allegations against the Claimants that were ultimately dismissed.

98. The Defendants submit that costs should be assessed on the standard basis. They contend that the Court did not make an express finding that Mr Shehata knowingly gave false evidence and that the proceedings involved genuine disputes requiring determination at trial.

99. They further contend that any criticism of the Defendants’ conduct must be considered alongside the Court’s findings concerning the Claimants’ own disclosure shortcomings, including the Claimants’ failure to disclose documents ordered to be produced.

I 2.2 Applicable principles

100. RDC 38.17 provides that where the Court assesses costs it will do so on either the standard basis or the indemnity basis. Costs unreasonably incurred or unreasonable in amount are not recoverable on either basis.

101. RDC 38.18 provides that on a standard basis assessment doubts are resolved in favour of the paying party. RDC 38.19 provides that on an indemnity basis assessment doubts are resolved in favour of the receiving party.

102. Practice Direction No. 5 of 2014 provides that indemnity costs may be appropriate where the facts of the case or the conduct of the paying party take the case out of the norm, including circumstances involving deliberate misconduct, unreasonable conduct to a high degree, abuse of process, or otherwise inappropriate conduct before or during the litigation.

103. The question is whether the facts of the case, the paying parties’ pre‑litigation conduct, or their conduct of the litigation were so unreasonable, exceptional or otherwise outside the norm that it is just to depart from the ordinary basis of assessment.

104. However, caution is required before treating the conduct giving rise to the cause of action as itself sufficient to justify indemnity costs. The mere fact that a party has been found liable for serious wrongdoing does not, without more, mean that the case falls outside the norm. The Court’s focus is upon whether the circumstances, viewed as a whole, justify departure from the ordinary basis of assessment.

I 2.3 Analysis

105. In my judgment, this case falls outside the norm.

106. In reaching that conclusion, I place primary weight on the Defendants’ conduct of the litigation rather than the underlying transactions that gave rise to the claims. The fact that the Assignment Agreement and the Payments were found to involve undisclosed conflicts of interest does not of itself justify indemnity costs.

107. The decisive considerations are the manner in which the Defendants conducted and defended the proceedings

108. The most significant factor is the Court’s finding regarding the authenticity of the documents the Defendants relied upon in support of their case.

109. The Court found that the Licensing Agreement, the Purchase Order and the Partner Reseller Certification were not genuine contemporaneous instruments and had been created after the event for the purposes of supporting the Defendants’ ownership narrative concerning Medica CloudCare. The Court found that those documents were not authentic and were of no legal effect.

110. Those documents were not peripheral to the case. They formed an important component of the Defendants’ response to the Claimants’ claims and were relied upon in support of central issues in dispute at trial.

111. Secondly, the Court made extensive and serious findings concerning the reliability of Mr Shehata’s evidence. The Court found that his evidence involved repeated contradictions, shifting explanations, evasiveness, misleading statements, and a pattern of giving evidence in which accounts were adjusted to suit perceived evidentiary constraints.

112. Those findings went well beyond the mere rejection of a witness’s evidence on contested factual issues and reflected conduct significantly outside the ordinary course of commercial litigation.

113. Thirdly, the Court found that Mr Shehata deliberately failed to comply with disclosure obligations concerning his personal bank statements. The Court rejected his explanation that he understood a reference to bank statements in the Court’s order to mean transfer slips, accepted that he had access to the bank statements, and drew an adverse inference arising from his deliberate failure to produce them.

114. Deliberate non-compliance with disclosure obligations strikes at the administration of justice and is a factor of substantial weight in determining whether indemnity costs should be awarded.

115. Fourthly, the Defendants pursued a substantial counterclaim alleging unfair prejudice and related wrongdoing by the Claimants. The Court dismissed that counterclaim in its entirety and found that material parts of the case lacked proper particularisation, that serious allegations were not squarely put, and that several allegations failed at threshold levels.

116. While the mere failure of a claim does not justify indemnity costs, the nature of the findings made concerning the counterclaim forms part of the overall assessment of the conduct of the litigation.

117. Against these matters must be weighed the shortcomings identified regarding the Claimants’ own conduct.

118. The Court found that the Claimants failed to disclose many documents that they were ordered to disclose and that Mr Albulaihid adopted a fundamentally mistaken understanding of the Claimants’ disclosure obligations, resulting in deliberate non- compliance with aspects of the Court’s disclosure orders.

119. The Court also made an order on 7 May 2025 requiring the Claimants to carry out a further reasonable search for and produce documents responsive to numerous disclosure requests and ordered the Claimants to pay the First Defendant’s costs of that application.

120. Those findings are serious and should not be disregarded. However, they do not alter the conclusion that the Defendants’ conduct was the primary feature that took this litigation outside the norm.

121. The appropriate course is not to refuse indemnity costs altogether but to reflect the Claimants’ disclosure failures by excluding from recovery those categories of costs directly associated with the disclosure deficiencies identified by the Court. In that way, the costs order properly recognises both the exceptional conduct of the Defendants and the disclosure failings of the Claimants.

I 2.4 Decision

122. The Defendants’ conduct of the litigation, viewed cumulatively, was sufficiently serious and exceptional to justify departure from the ordinary basis of assessment. The reliance upon fabricated documents, the serious findings concerning Mr Shehata’s evidence, the deliberate non-compliance with disclosure obligations, and the overall conduct of the defence and counterclaim take this case outside the norm contemplated by Practice Direction No. 5 of 2014.

123. The Claimants are therefore entitled to their costs of the Part 7 proceedings on the indemnity basis.

124. However, to reflect the Claimants’ own disclosure defaults, the Claimants shall not recover:

125. Subject to those exclusions, the First and Third Defendants shall pay the Claimants’ costs of the Part 7 proceedings on the indemnity basis, such costs to be assessed by the Registrar if not agreed.

I 3 Payment on account of costs

126. The Claimants apply for an order that the First and Third Defendants make a payment on account of costs pending detailed assessment. The Defendants oppose the application or, alternatively, contend that any payment should be substantially lower than that sought by the Claimants.

I 3.1 The parties' submissions

127. The Claimants submit that a payment on account should be ordered pursuant to RDC 38.13. They rely upon their Statement of Costs, which claims costs of USD 2,358,121.15 after deduction of USD 40,000 previously recovered in relation to the jurisdiction application.

128. They submit that they have been substantially successful in the proceedings, that they have obtained a costs order in their favour, and that there is no good reason why they should be kept out of a substantial part of the costs they are likely ultimately to recover.

129. The Defendants submit that no payment on account should be ordered or that only a modest amount should be ordered. They contend that the Claimants' recoverable costs remain uncertain, that substantial deductions may be made on assessment, and that the Court should proceed cautiously in circumstances where the amount ultimately recoverable has not yet been determined.

130. The Defendants further rely upon the Court's findings concerning deficiencies in the Claimants' disclosure and conduct of the litigation as matters bearing upon the amount likely to be recovered on assessment.

131. The parties made those submissions before the Court determined the basis on which costs should be awarded and before the Court settled the terms of the final costs order.

I 3 2 The costs order

132. The Court has now determined the costs application. The Court has determined that the First and Third Defendants pay the Claimants' costs of the Part 7 proceedings on the indemnity basis.

133. The Court has also determined that the Claimants are not entitled to recover certain categories of costs associated with their disclosure defaults and the disclosure exercise culminating in the Order dated 7 May 2025. Those exclusions are limited in scope and do not alter the Court's conclusion that the Claimants are entitled to recover the great bulk of their costs on the indemnity basis.

134. The fact that the Court has now resolved the costs dispute materially affects the assessment of the present application.

I 3 4 Applicable principles

135. RDC 38.13 provides:

“Where the Court has ordered a party to pay costs, it may order an amount to be paid on account before the costs are assessed.”

136. The Rule confers a broad discretion. Although RDC 38.13 does not adopt the precise language of CPR 44.2(8), the DIFC Courts commonly have regard to English practice in relation to procedural and costs matters.

137. The modern English authorities recognise a strong practice in favour of ordering a payment on account where costs have been awarded but remain subject to detailed assessment. The purpose of such an order is to avoid a successful party being deprived of the benefit of costs which it is likely ultimately to recover

138. The Court's task is not to identify the minimum amount that might survive detailed assessment. Rather, the Court should make a broad assessment of the amount likely to be recovered and then allow an appropriate margin for uncertainty and the possibility of overpayment.

139. Relevant considerations include the basis on which costs have been awarded, the amount claimed, the likely level of recovery, the information available to the Court, and any factors suggesting that substantial reductions may be made on detailed assessment.

I 3. 5 Analysis

140. I am satisfied that a payment on account should be ordered.

141. The Court has determined that the First and Third Defendants are liable to pay the Claimants' costs of the Part 7 proceedings on the indemnity basis. That determination significantly reduces the uncertainty that existed when the parties made their submissions.

142. The principal issue is no longer whether the Claimants will recover substantial costs. The Court has now decided that they will. The remaining uncertainty concerns only the amount to be recovered on assessment.

143. Nor do I consider that the disclosure-related exclusions provide a reason to refuse a payment on account. The Court has addressed the Claimants' disclosure defaults in the costs order it has determined. The exclusions will require a reduction in the amount ultimately recoverable, but they do not undermine the conclusion that the Claimants are likely to recover a substantial proportion of the costs claimed.

144. The Claimants' Statement of Costs claims USD 2,358,121.15. I do not accept that the entirety of that amount is likely to be recoverable. The Court has excluded defined categories of disclosure-related costs and there will inevitably be issues arising on detailed assessment.

145. Equally, the Court has awarded costs on the indemnity basis and has concluded that the Defendants' conduct of the litigation justifies that order. The indemnity basis of assessment indicates that the Claimants are likely to achieve a materially higher level of recovery than would ordinarily be expected on a standard basis assessment.

146. In determining the appropriate amount, I have adopted a cautious approach. I have considered the total costs claimed, the limited disclosure-related exclusions, the absence of a detailed assessment, and the need to allow a reasonable margin for uncertainty and the possibility of overpayment.

147. At the same time, the amount ordered should be sufficient to provide the Claimants with a meaningful payment reflecting the substantial recovery they are likely ultimately to obtain.

148. Standing back and making the broad assessment required at this stage, I am satisfied that USD 1,500,000 represents a reasonable sum to order on account of costs. That figure gives appropriate recognition to the indemnity costs order which the Court has made whilst allowing a substantial margin for the disclosure-related exclusions and any further reductions that may arise on detailed assessment.

I 3.6 Decision

149. Pursuant to RDC 38.13, the First and Third Defendants shall pay the Claimants USD 1,500,000 on account of costs within 14 days.

150. The payment shall be credited against the amount of costs ultimately agreed between the parties or determined on detailed assessment.

J. J Orders

151. For those reasons, the Court will order:

Declarations as to authenticity and ownership

Assignment Agreement

Account and inquiry (Assignment Agreement)

Payments from HI Dubai’s HSBC accounts

Account and inquiry (Payments)

Counterclaim

Payment and interest

Costs

Liberty to apply

(x) The parties shall have liberty to apply on 3 days’ notice.