Claim No. CFI 106/2025

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURT

IN THE COURT OF FIRST INSTANCE

BETWEEN

GOLDEN SANDS HOTEL L.L.C TRADING AS HILTON DUBAI THE WALK

Claimant

and

BRIGHTON ROCK RESTAURANT L.L.C

Defendant

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

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PENAL NOTICE

IF YOU, BRIGHTON ROCK RESTAURANT L.L.C, DISOBEY THIS ORDER YOU MAY BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE REFERRED TO THE ATTORNEY GENERAL OF DUBAI, FINED OR HAVE YOUR ASSETS SEIZED.

ANY OTHER PERSON WHO KNOWS OF THIS ORDER AND DOES ANYTHING WHICH HELPS OR PERMITS THE DEFENDANT TO BREACH THE TERMS OF THIS ORDER MAY ALSO BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE REFERRED TO THE ATTORNEY GENERAL OF DUBAI, FINED OR HAVE THEIR ASSETS SEIZED.

UPON the Claimant filing a Part 8 Claim dated 11 November 2025 (the “Claim”)

AND UPON the Claimant’s Application No. CFI-106-2025/1 dated 14 November 2025, seeking an interim injunction

AND UPON the Defendant’s Acknowledgement of Service dated 2 January 2026 seeking to defend all of the Claim

AND UPON hearing counsel for the Claimant and the Defendant’s representative at the Application Hearing before H.E. Justice Rene Le Miere on 16 January 2026

AND UPON the Order of H.E. Justice Rene Le Miere dated 19 January 2026, listing the Trial on 24 and 25 February 2026 (the “Trial”)

IT IS HEREBY ORDERED THAT:

1. Until the Trial or further order of the Court:

2. The Claimant shall provide the usual cross‑undertaking in damages.

3. Either party may apply to the Court on not less than 48 hours’ notice for directions concerning the implementation of this Order, including supervised access or clarification of handover arrangements.

4. Costs reserved to the Trial judge.

Issued by:
Hayley Norton
Assistant Registrar
Date of issue: 20 January 2026
At: 8am

SCHEDULE OF REASONS

Introduction

1. This is the Court’s judgment on the Claimant’s application under Part 25 of the Rules of the DIFC Courts (“RDC”) for interim relief against the Defendant. The principal relief sought is an interlocutory injunction prohibiting the Defendant from accessing and/or operating from a defined part of the Claimant’s hotel (the “Relevant Area”) pending the Trial.

2. The Claimant operates the hotel and is referred to in the parties’ agreement as the “Owner”. The Defendant operates a restaurant and is referred to as the “Concessionaire”.

3. For the reasons set forth below, the Court grants an interim injunction.

Background and Contractual Framework

4. On 11 September 2023, the parties entered into a written Concession Agreement (the “Agreement”). Under it, the Defendant was permitted to provide specified services to hotel customers from and in the Relevant Area in exchange for payment of a fee determined in accordance with Schedule 2, Part 1 (the “Fee”).

5. The Agreement is governed by the laws of the United Arab Emirates. Clause 16.3(a) entitles the Owner to terminate with immediate effect by written notice if the Concessionaire fails to pay the Fee when due and does not remedy the failure within three calendar days of written notification.

6. The Agreement contains provisions that materially qualify and limit the Concessionaire’s access. Access is permitted solely in connection with the supply of defined services and only during trading hours; the Owner and the hotel’s manager retain free access to the Relevant Area; alterations or improvements require prior written consent; assignment by the Concessionaire is prohibited; and the Agreement states in terms that “[n]o tenancy or any rights in real property of any kind are created by this Agreement”.

Chronology

7. The Defendant operated the restaurant during 2024. It raised various maintenance issues between June and November 2024. On 19 January 2025, Mr Christian Leader, the Defendant’s principal, emailed the hotel’s General Manager, Mr Jean‑Sebastien Kling, acknowledging operational challenges and seeking support; he referred to staff awareness, a damaged floor pending insurance, parking and air‑conditioning issues.

8. By July 2025, the Defendant was in substantial arrears under the Agreement. In a detailed email dated 11 July 2025, Mr Leader acknowledged the difficulties, reported improved trade and imminent investment, and proposed paying AED 100,000 in July and AED 200,000– 250,000 per month thereafter.

9. In fact, the Defendant paid only AED 50,000 in each of July and August 2025.

10. On 29 August 2025, the Claimant issued a final demand, enclosing a statement of account showing arrears of AED 1,205,408.44 as at 26 August 2025, and requiring payment within 30 days, failing which termination may follow under clause 16.3(a).

11. On 30 September 2025, the Claimant served a formal notice of default, giving three calendar days to cure it. On 1 October 2025, the Defendant requested, and on 2 October 2025, the Claimant granted, a final extension to 12 October 2025. The Defendant made no payment by that date.

12. On 13 October 2025, the Claimant re‑notified default, requiring payment by 16 October 2025. No payment was made.

13. On 17 October 2025, the Claimant terminated the Agreement with immediate effect and directed the Defendant to cease operations and vacate the Relevant Area under clause 16.5.

14. The Defendant did not vacate or cease operations. On 21 October 2025, it sought additional time, citing personal reasons and prospective investor funding.

15. On 22 October 2025, the Claimant declined to extend the termination date but, as a gesture of goodwill, allowed time to vacate until 27 October 2025.

16. The Defendant remained in occupation and continued trading.

17. On 24 October 2025, the Claimant warned that continued operation would be treated as unauthorised use and that legal proceedings would be commenced.

18. On 30 October 2025, the Defendant filed a legal notice with the onshore Dubai Courts alleging disconnection of services and claiming AED 200,000 in damages. The Claimant denies those allegations and contests onshore jurisdiction.

Procedural History

19. On 31 October 2025, the Claimant issued a written request to negotiate under clause 28.2 of the Agreement (30‑day period).

20. On 11 November 2025, the Claimant issued a Part 8 claim seeking declarations, including that the Agreement is not a lease, that the DIFC Courts have exclusive jurisdiction, that the termination was valid, and seeking injunctive relief and monetary relief comprising AED 1,329,253.78 (for unpaid fees and contractual interest), plus continuing damages.

21. On 14 November 2025, the Claimant filed the present Part 25 application for an interim injunction prohibiting access to and/or operation from the Relevant Area, and for a short stay to allow the clause 28.2 negotiation period to expire. The Application was served on the Defendant on 17 November 2025.

22. On 2 January 2026, the Defendant filed an acknowledgment of service indicating an intention to defend the claim. The acknowledgment raised both procedural and substantive objections, sought disclosure, and asserted that the Part 8 procedure was inappropriate given the alleged factual disputes. It was signed by Ashraf Konsowa. On the same date, Ali AlShummari Advocates and Legal Consultants lodged an unsworn memorandum of defence. No witness statement was filed on behalf of the Defendant.

Hearing and Appearance

23. The Application for an interim injunction was heard remotely on 16 January 2025. The Claimant was represented by Mr Mackenzie. At the commencement of the hearing, the Court Officer announced, without challenge, that the Defendant was represented by Mr Leader, its director.

24. After Mr Mackenzie concluded the Claimant’s submissions, Mr Leader commenced the Defendant’s case. In the course of his submissions, Mr Leader stated that his lawyer was present and requested that he be permitted to address the Court. The individual identified was Mr Konsowa, who described himself as a “legal consultant”. It was confirmed that Mr Konsowa is not a Part II registered practitioner of the DIFC Courts and therefore has no right of audience. The Court declined to permit him to address the Court.

25. The Court granted two short adjournments to allow Mr Leader to confer with Mr Konsowa. When the hearing resumed, Mr Leader stated that he believed there was evidence supporting certain submissions he intended to advance, but he could not identify any such evidence. He then sought a further adjournment of “a day or two” to obtain legal representation.

26. The Court refused the application for an adjournment. The Defendant had been afforded a fair and proper opportunity to prepare and present its case, including ample time to engage a DIFC Part II‑registered practitioner. The Defendant also failed to respond to the Registry's requests to identify the practitioner who would represent it at the hearing. In these circumstances, granting an adjournment would unduly prejudice the Claimant and result in an inefficient use of Court resources.

27. Mr Leader then made submissions asserting that the Claimant had breached the Agreement in several respects. When asked to identify the evidence supporting those assertions, he was unable to do so. Mr Leader thereafter concluded his submissions.

Defendant’s Requests for Disclosure and Directions

28. In its Memorandum of Defence, the Defendant set out a series of requests under the heading “The Requests (Relief Sought)”. The Defendant stated that it requests the Court order the following before adjudicating the merits of the case. These requests sought to direct the Claimant to:

29. These requests, however, were not brought before the Court by any formal application under Part 25 of the RDC, nor by any other procedurally recognised mechanism. They were not accompanied by a witness statement or any other admissible evidence in support, nor were they framed as an application for disclosure, specific performance, or interim relief. A document styled “Memorandum of Defence” does not, of itself, engage the Court’s interlocutory jurisdiction or entitle a party to seek the kind of directions contemplated.

30. In the absence of

31. These matters may, if the Defendant so wishes, be pursued by way of a compliant application supported by evidence and properly served or addressed in the ordinary course of disclosure and case management as the proceedings progress.

Issues

32. The issues for present purposes are:

Jurisdiction and Characterisation of the Agreement

33. The Claimant infers that the Defendant’s invocation of the jurisdiction of the onshore Dubai Courts is based on the assertion that the Agreement constitutes or gives rise to a lease, thereby conferring jurisdiction on the onshore Dubai Courts. The Claimant submits that the Agreement is a concession and contains an exclusive jurisdiction clause in favour of the DIFC Courts.

34. The contractual text is decisive. The Agreement

35. The structure is inconsistent with a grant of exclusive possession or any proprietary estate. Accordingly, the Court treats the relationship as a concession rather than a lease for the purpose of this application.

36. The DIFC Courts have jurisdiction under Article 14(B) of Law No. 2 of 2025, where parties agree in writing to submit to the Court’s jurisdiction. Clause 28.2 of the Agreement contains such an agreement, expressly limited to disputes relating to the Agreement. The Court therefore has jurisdiction to determine the claim and to grant interim measures.

Negotiation Clause and Alleged Prematurity

37. Clause 28.2 requires a 30‑day period of good‑faith negotiation following a written request. Clause 28.3 provides:

38. The Claimant’s interim application was filed within the 30‑day period but was expressly permitted by clause 28.3.

39. The Part 8 claim was filed prematurely on 11 November 2025; however, the Claimant sought a short stay to allow the contractual period to expire. By the time of the hearing, the period had expired, and no substantive steps had been taken in the interim.

40. The Defendant’s contention that the steps taken were void is rejected; the appropriate response to premature filing under a tiered clause is, at most, a stay. None is now required.

Applicable Legal Principles

41. The Court’s power to grant interim measures arises under Article 15 of Law No. 2 of 2025 and Part 25 of the RDC.

42. The Claimant seeks an interlocutory injunction restraining the Defendant from accessing or operating in the Relevant Area of the hotel pending the Trial. Although framed in prohibitory terms, the Court must consider the substance rather than the form of the proposed order.

43. An injunction may be mandatory in substance when it requires the respondent to take positive steps, such as vacating premises or dismantling existing operations. Conversely, where an injunction merely restrains future conduct, it remains prohibitory.

44. The present injunction restrains the Defendant’s future access or operation within the Relevant Area and does not require removal of equipment, relocation, or other positive steps. The Court therefore considers the injunction prohibitory rather than mandatory.

45. In determining whether to grant interim injunctive relief, the DIFC Courts apply the principles set out in American Cyanamid Co v Ethicon Ltd [1975] AC 396. The applicant must first establish that there is a serious issue to be tried, meaning that the claim is not frivolous or vexatious and raises a genuine dispute appropriate for trial.

46. If that threshold is satisfied, the Court proceeds to consider the balance of convenience. As part of that evaluative exercise, the Court examines whether damages would be an adequate remedy for the harm the applicant seeks to prevent. The adequacy or inadequacy of damages is not a discrete gateway requirement; rather, it is a key factor within the broader balancing exercise. The Court then weighs the relative prejudice to each party, the sufficiency of any cross‑undertaking in damages, and the desirability of preserving the status quo pending trial. These considerations guide the Court’s discretion in determining whether to grant interim relief.

47. The elevated “high degree of assurance” standard for mandatory injunctions does not apply. However, the Court must consider the practical consequences of the relief when assessing whether there is a serious question to be tried.

48. The High Court of Australia in Australian Broadcasting Corporation v O’Neill [2006] HCA 46 explained that although the “serious question” threshold is not a probability of success test, the required strength of the applicant’s case varies with the practical consequences of the injunction. The Court held:

49. This authority underscores that the greater the interim disruption caused by the injunction, the more closely the Court will scrutinise the claimant’s case.

50. In this case, the practical effect of the injunction would be to require the Defendant to cease operating its restaurant business in the Relevant Area pending the Trial. That is a significant commercial impact. Although the injunction is prohibitory, its disruptive effect is substantial, and the Court therefore undertakes a more careful examination of the strength of the Claimant’s case than would ordinarily be required for a simple prohibitory order.

51. The Court does not apply the mandatory injunction standard, but it will not be satisfied by a merely arguable case. Consistent with O’Neill, the Claimant must demonstrate a sufficiently strong case—supported by credible evidence—to justify the imposition of an injunction that materially interferes with an ongoing commercial enterprise.

52. The Court must therefore evaluate whether the Claimant’s evidence gives rise to a substantive legal right requiring protection pending the Trial and whether the gravity of the alleged infringements justifies the commercial interruption imposed on the Defendant.

Discussion

Merits at the Interim Stage

53. The Claimant relies on sworn witness statements from Mr Kling (General Manager) and Ms Clark (Hotel Manager). The Defendant has filed no witness statement; its position appears only in an unsworn memorandum signed by a legal representative and largely unsupported by contemporaneous documents.

54. The documentary trail establishes persistent non‑payment: the final demand dated 29 August 2025 showed arrears of AED 1,205,408.44; notices of default were given; a final extension to 12 October 2025 was granted; payment was not made; and the Agreement was terminated on 17 October 2025 under clause 16.3(a).

55. Contemporaneous communications from Mr Leader repeatedly promised imminent payment and sought indulgence (4, 22 and 25 September 2025; 1 October 2025), without asserting any legal entitlement to withhold payment. Even after termination, the Defendant requested more time, acknowledging that eviction might proceed if funding did not materialise (21–22 October 2025).

56. The Defendant argues that its non‑payment was excused under Article 247 of the UAE Civil Code because the Claimant allegedly failed to perform reciprocal obligations under the Concession Agreement and that the Claimant’s conduct breached the good‑faith requirement in Article 246. The factual allegations relied on include water damage, air‑conditioning failures, power outages, communication disruptions, equipment damage, closure of the main entrance, and bad‑faith negotiation.

57. The Court accepts that Articles 246 and 247 may, in principle, justify suspension of counter‑performance where the other party’s breach is serious, causative, and timely invoked. The issue is whether, on the facts, the Defendant did in fact rely—and was legally entitled to rely—on those provisions.

58. None of the breaches now asserted by the Defendant had previously been communicated to the Claimant as a basis for withholding the Fee. These allegations appear for the first time in the Defendant’s January 2026 memorandum, which is

59. The Claimant’s case, by contrast, rests on sworn testimony and contemporaneous documents.

60. The alleged maintenance issues spanned from June to November 2024. Notwithstanding this, the Defendant continued making payments (albeit late and in reduced amounts) into mid-2025, including July–August 2025. Emails on behalf of the Defendant dated 19 January 2025 and 11 July 2025 thanked the Claimant for its patience, acknowledged payment delays, and proposed structured repayment—without asserting any breach by the Claimant or any right to suspend payment.

61. If the Defendant had genuinely believed that the Claimant’s breaches relieved it of the obligation to pay, the Court would expect contemporaneous notice to that effect, an express invocation of Article 247, and an immediate cessation of payments. None of these occurred. The Defendant offers no explanation—let alone a sworn one—for continuing to pay well after the alleged breaches, for arrears escalating only later, or for the complete absence of any contemporaneous reliance on Article 247.

62. In September–October 2025, the Defendant repeatedly promised imminent payment (noting that investor funding was “close to finalisation”) and sought extensions, including a request on 1 October 2025 for a final extension to 12 October 2025 “to settle the outstanding debt in full”. After termination on 21 October 2025, the Defendant sought further time and expressly accepted that eviction could proceed if funding did not materialise. Such correspondence is inconsistent with any suggestion that the Claimant’s prior breach excused payment or invalidated the termination.

63. There is no contemporaneous document from 2024–2025 asserting that the Defendant’s non‑payment was a lawful suspension under Article 247, or that the alleged maintenance issues were treated as contractual breaches amounting to prior default. The contemporaneous record instead reflects business difficulties and cash‑flow constraints, not a legal withholding of performance based on Articles 246 and 247.

64. The Court must evaluate this interim defence on evidence, not assertion. Here:

65. The Defendant’s 2025 communications acknowledge arrears, promise repayment, and seek indulgence; none rely on Articles 246 and 247. The 19 January 2025 email records that, when “hotel problems” were raised, they were addressed—albeit said to recur—which is again inconsistent with any position that performance was excused.

66. The Defendant asserted for the first time—after facing eviction and debt recovery—that payment had been withheld “as a legal right” by reason of the Claimant’s alleged breaches. On the present record, that assertion is an ex post facto rationalisation rather than a contemporaneous legal stance.

67. For present purposes, the Court finds that the Defendant has not substantiated any right under Article 247 to withhold payment, nor any Article 246 breach by the Claimant sufficient to excuse performance or affect the validity of termination. The defence is unsupported, raised late, and contradicted by communications acknowledging the debt and requesting further time to pay.

68. Although the enhanced merits threshold applicable to mandatory relief does not apply, the significant practical consequence of the injunction — namely, that the Defendant would be required to cease its business operations pending the Trial — warrants a careful scrutiny of the parties’ positions. On that scrutiny, the Defendant’s Articles 246 and 247 defence is not plausible, and the Claimant’s case is sufficiently strong to justify the grant of relief at this stage.

69. For the avoidance of doubt, these findings are interlocutory. The Defendant remains free to advance a properly particularised, sworn, and evidentially supported defence at the Trial. However, the Court must determine the present application on the record as it stands.

70. The Court therefore finds that the Claimant’s termination under clause 16.3(a) is prima facie valid and the Defendant’s continued occupation is unlawful pending the Trial.

71. The Court accordingly proceeds to consider irreparable harm and the balance of convenience on that footing.

72. The Defendant’s reliance on Articles 246 and 247 as a bar to interim relief is rejected for present purposes.

Adequacy of Damages

73. The Court is satisfied that damages would be inadequate. The Defendant has not paid occupancy fees and utility and service charges that are presently due. This demonstrates a substantial and evident risk that the Defendant would be unable to meet any damages award at the conclusion of the proceedings. A remedy that is unlikely to be recovered cannot be regarded as adequate. Further, if the Defendant continues to operate its restaurant from the hotel, the Claimant will continue to incur the cost of providing utilities and services — including water, electricity, and air conditioning — without any realistic prospect of reimbursement. These circumstances make it necessary to grant interim injunctive relief to protect the Claimant’s position pending the Trial.

Balance of Convenience and Proportionality

74. The Films Rover principle requires the Court to adopt the course that carries the lower risk of injustice. Refusing relief would allow the Defendant to continue operating in the Relevant Area despite the Claimant’s strong prima facie case, thereby entrenching an occupation that, on the present evidence, is likely to be unlawful. It would also expose the Claimant to further unrecoverable losses, including ongoing utility and service costs.

75. By contrast, granting relief preserves the contractual and proprietary status quo. If it is ultimately determined that the injunction was wrongly granted, the Defendant can resume its business operations, and any loss it has suffered during the intervening period can be compensated under the Claimant’s cross-undertaking in damages. There is no suggestion that the Claimant could not pay such compensation. The order can also be structured to permit an orderly and supervised handover and removal of the Defendant’s perishable goods or chattels it chooses to remove.

76. Taking these matters into account and applying the American Cyanamid balance-of-convenience analysis, with appropriate scrutiny of the Claimant’s case in light of the commercial consequences of the order, the Court is satisfied that the balance of convenience strongly favours granting an interim injunction restraining the Defendant from operating within the Relevant Area pending the Trial, subject to appropriate safeguards.

Costs

77. The Court reserves the costs of this application to the Trial judge. These are interlocutory findings based on an incomplete evidential record, and the ultimate merits of the parties’ positions will be determined at the Trial on the evidence then before the Court.

78. Although the Claimant has succeeded in obtaining interim relief, the Court has not made final findings on the substantive issues, and it would therefore be premature to determine liability for costs at this stage.

79. The Trial judge will be better placed to assess the parties’ conduct, the evidential position, and the overall justice of the case when addressing costs globally.

Orders

80. The Court orders as follows:

Postscript

81. These are interlocutory findings based on the present evidential record. They do not bind the Trial judge, who will determine any factual disputes and legal issues on the evidence before the Court.