Claim No. CFI 108/2025

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

HOULIHAN LOKEY (MEA FINANCIAL ADVISORY) LTD

Claimant

and

SP INTERNATIONAL PROPERTY DEVELOPERS LLC

Defendant

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

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UPON the Part 7 Claim Form dated 12 November 2025

AND UPON the Claimant’s Urgent Application No. CFI-108-2025/1 dated 12 November 2025, seeking an interim injunction (the “Application”)

AND UPON the Order of H.E. Justice Rene Le Miere dated 15 November 2025 (the “Interim Injunction Order”)

AND UPON the Claimant’s Application No. CFI-018-2025/2 dated 5 December 2025, seeking continuation of the Interim Injunction Order (the “Continuation Application”)

AND UPON the Claimant’s Application No. CFI-018-2025/3 dated 10 December 2025, seeking a freezing injunction (the “Freezing Order Application”)

AND UPON hearing counsel for the Claimant and counsel for the Defendant at the Return Date Hearing on 12 December 2025 (the “Return Date”)

IT IS HEREBY ORDERED THAT:

(1) The Continuation Application is dismissed.

(2) The Freezing Order Application is dismissed.

(3) The Interim Injunction Order is discharged.

(4) Pursuant to the cross-undertaking in damages given by the Claimant, there shall be an inquiry as to damages suffered by the Defendant as a result of the Interim Injunction Order.

(5) The inquiry shall be conducted at the same time as, or immediately following, the trial of the Claimant’s substantive claim, with case management directions to be addressed at a case management conference.

(6) The Claimant’s claim shall proceed to trial on an expedited timetable. The Court will confer with the parties to make appropriate directions for an accelerated schedule.

(7) Costs:

Issued by:
Hayley Norton
Assistant Registrar
Date of issue: 19 December 2025
At: 9am

SCHEDULE OF REASONS

Introduction

1. This is the Return Date of the Interim Injunction Order, by which the Court directed that, until further order, at the time and date of completion of any transaction entered into with Dubai Islamic Bank (“DIB”) to refinance the Defendant’s existing facilities with CBI Bank, the Defendant shall pay, or require to be paid, into Court an amount equivalent to 1.25% of the total amount committed from DIB (the “Commission”). It is also the hearing of the Continuation Application to continue the Interim Injunction Order and, in the alternative, its Freezing Order Application.

2. The Claimant, Houlihan Lokey (MEA Financial Advisory) Limited (“HL”), asserts that it is entitled to the Commission for arranging the refinancing, whereas the Defendant disputes any such entitlement.

3. The Defendant, SP International Property Developers LLC (“SPI”), opposes the continuation of the Interim Injunction Order on the grounds that it ought not to have been granted and should not now be maintained. The Defendant accordingly seeks its discharge and contends that the Freezing Order Application should also be refused.

4. For the reasons below, the Court will dismiss HL’s Continuation Application and the Freezing Order Application, discharge the Interim Injunction Order, and order an inquiry under HL’s undertaking as to damages under the Interim Injunction Order.

Background

5. HL is a company incorporated in the DIFC and is regulated by the DFSA. HL acts, amongst other things, as a financial adviser, arranging, obtaining, and advising on finance facilities for companies undertaking projects.

6. SPI is a real estate development company incorporated under the Dubai Economy and Tourism Department in 2013. It is part of the Shapoorji Pallonji Group (the “SP Group”), a conglomerate founded in India in the 1860s.

7. SPI is the developer of the Imperial Avenue residential building in downtown Dubai (the “Project”). Work on the Project began in or around September 2016.

8. HL was appointed as SPI's financial advisor for the project in 2021. Following the completion of the original financing for the project in April 2022, which involved Hayfin Capital Management (London) (“Hayfin”), and Commercial Bank International (“CBI”), SPI paid HL its agreed advisory fee.

9. In 2023, SPI engaged HL to assist it in refinancing the CBI Facility under the terms of the engagement letter dated 29 August 2023 (the “Engagement Letter”).

10. The key terms of the Engagement Letter are as follows.

11. After the Engagement Letter was signed, HL began providing services related to the refinancing. By December 2023, it became apparent that the refinancing options for the CBI and Hayfin Facilities were not suitable, as banks were hesitant to refinance the Facilities before the Project's completion. An alternative, shorter-term source of finance was required to ensure the Project's completion.

12. SPI instructed HL to pause work on the Phase 1 and Phase 2 Transactions and to focus on obtaining short-term financing. This additional work was agreed to be carried out pursuant to the terms of a letter dated 31 January 2024 (the “Side Letter”).

13. The main terms of the Side Letter are as follows.

14. HL carried out the services under the Side Letter, SPI obtained additional financing from Hayfin to satisfy its short-term funding needs, and in October and December 2024, SPI paid HL a fee of USD 1 million for the work under the Side Letter.

15. Between October 2024 and January 2025, HL carried out work on the original scope of work under the Engagement Letter (i.e. the Phase 1 and Phase 2 Transactions).

16. In May 2024, SPI approached DIB directly through its India-based team. This approach led to discussions and subsequent refinancing processes between SPI and DIB, without any involvement from HL.

17. The Dubai Municipality issued a Building Completion Certificate for the Imperial Avenue building on 10 April 2025.

18. On 4 June 2025, SPI and DIB signed a Facility Agreement Letter. The letter confirms DIB's agreement to provide the specified new financing facility (a Commodity Murabaha of AED 1.25 million and a Profit Rate Derivative of AED 109 million), as per the terms and conditions stated in the attached Term Sheet.

19. The attached Term Sheet states:

“This summary of principal terms and conditions (the "Term Sheet") is not meant to be, nor shall it be construed as, an attempt to define all the terms and conditions of the Facility. The closing of any financial transaction relating to the Facility shall be subject to the DIB's Sharia approval, regulatory approvals, various conditions precedent and the execution of appropriate Facility documentation to the satisfaction of DIB. This term sheet is strictly confidential and may not be shared, in whole or in part, with unrelated third parties without DIB's prior approval.”

20. On 18 August 2025, HL wrote to SPI. In the letter HL:

21. On 3 November 2025, having received no response to its 18 August letter, HL again wrote to SPI. In the letter HL:

22. Ms Kalangot, SPI’s General Manager (Legal), says that SPI was surprised by HL’s correspondence of 18 August and 3 November 2025 and responded to both letters on 7 November 2025.

23. In her letter of 7 November 2025, Ms Kalangot, on behalf of SPI:

HL commences claim

24. On 12 November 2025, HL commenced this case by a Part 7 claim form in which HL asserts:

25. HL claims:

The Interim Injunction Order

26. Also on 12 November 2025, HL applied without notice to SPI, for an urgent order pursuant to Rule 25.1(12) of the Rules of the Dubai International Financial Centre Courts (“RDC”) that:

27. The application was supported by the first witness statement of Sadiq Deen, a director of HL (Deen WS1).

28. After a hearing on 14 November 2025, at which senior and junior counsel represented HL, the Court made the following orders.

Events since the Interim Injunction Order

29. By letter dated 18 November 2025, purportedly in compliance with the Interim Injunction Order, Ms Kalangot, on behalf of SPI, wrote to HL’s lawyers stating:

30. On 5 December 2025, HL filed the Continuation Application for an order continuing the Interim Injunction Order.

31. On 10 December 2025, HL filed the Freezing Order Application for an order that until the Return Date or further order of the Court, SPI must not:

32. On the Return Date, 12 December 2025, the Court heard the Continuation Application and the Freezing Order Application.

33. HL relied on Deen WS1 and Mr Deen’s second witness statement of 9 December 2025 (“Deen WS2”).

34. SPI relied on witness statements of Ms Kalangot of 5 December 2025 (“Kalangot WS1”) and 11 December 2025 (“Kalangot WS2), and witness statements of Vikaas Agarwwal, Vice President within SP Group Finance Controller’s Office, of 5 December 2025 (“Agarwwal WS1”) and 11 December 2025 (“Agarwwal WS2”).

The Continuation Application

35. The Continuation Application, like SPI’s original application, is made under RDC 25.1(12). This rule allows the Court to grant an interim order requiring a specified fund to be paid into Court or otherwise secured where there is a dispute over a party’s right to that fund.

The law

36. Both parties rely on English case law interpreting CPR 25.1(1)(l)—which mirrors RDC 25.1(12)—to clarify the scope of RDC 25.1(12). Both cited Myers v Design Inc (International) Ltd [2003] EWHC 103 (Ch); [2003] 1 WLR 1642 (“Myers”), as the leading case.

37. In Myers, the issue was whether CPR 25.1(1)(l) empowers the court to order an alleged debt to be paid into court as a “specified fund.” Lightman J held that an order under CPR 25.1(1)(l) requires:

38. The claimant argued that the debt represented sale proceeds once the fund was formed, but Lightman J found that the fund no longer existed and that the claimant never had a proprietary right. A debt is a chose in action, not a fund. Mere concern about asset dissipation is insufficient; a freezing order, not CPR 25.1(1)(l), is the proper remedy.

39. Lightman J concluded that CPR 25.1(1)(l) cannot be invoked for payment of a debt into court because a debt is not a “specified fund” and confers no proprietary interest.

Application of law to the evidence

40. The first question is whether there is a specified fund that the Court may order to be paid into court.

HL’s argument

41. HL submits that RDC 25.1(12) does not require the specified fund to be presently in existence at the time the order is made. HL contends that the Court may make an order now, to take effect when the fund comes into existence and into the respondent’s hands.

42. On HL’s case, the relevant event is the completion of the financing transaction under the Facility Agreement Letter, followed by the drawdown of funds under the Facility Agreement or SPI obtaining control over that drawdown. HL contends that, upon completion of the Facility Agreement Letter, SPI will acquire legal title to the funds, take possession of them, and exercise control over their application.

43. HL maintains that the fund is contractually assured and identifiable, and that the Court should therefore order SPI to pay into Court the portion of each drawdown representing HL’s fee (1.25%) when the drawdown occurs. HL submits that this interpretation accords with the purpose of RDC 25.1(12), which is to secure funds for the benefit of the applicant, and that the Rule does not preclude conditional or anticipatory orders.

SPI’s Argument

44. SPI contends that RDC 25.1(12) requires the specified fund to be in existence at the time the order is made. SPI argues that the language of the Rule—“a specified fund to be paid into court”—is expressed in the present tense and connotes a fund that is already available and within the respondent’s possession, title, or control. SPI submits that the subrule is not designed to create a mechanism for conditional or future relief, but rather to secure funds that are presently in the respondent’s hands. On SPI’s case, the facility remains undrawn, and no monies have yet come into SPI’s possession or control.

The Court’s Analysis

45. The Court accepts SPI’s interpretation. While HL’s argument that the Court may make an order conditional upon a future event is not without practical appeal, it is inconsistent with the context, language and purpose of subrule 25.1(12).

46. Each paragraph of rule 25.1 addresses remedies in respect of property or assets that are already in existence—such as detention, preservation, inspection, or sale of property. This context indicates that subrule (12) concerns securing an existing fund, not a prospective or contingent one.

47. The subrule refers to “a specified fund to be paid into Court or otherwise secured, where there is a dispute over a party’s right to the fund.” This language presupposes the existence of an actual, identifiable fund to which the applicant asserts a right. Applying the subrule to anticipated funds would convert it into a mechanism for creating security for future obligations, rather than securing property in dispute. Such an interpretation would distort the language of the subrule and undermine its intended function of preserving existing property pending determination of the parties’ rights.

48. Further, extending the subrule to contingent obligations dependent on future events introduces uncertainty as to enforcement.

49. Myers supports this interpretation. In Myers, Lightman J was clear: the applicant must have a disputed right to an actual, Identifiable fund that exists at the time of the order. It is not sufficient that the fund will come into existence in the future.

50. Lightman J explained that CPR 25.1(1)(l) is intended to preserve an existing asset that is the subject of a dispute, not to provide security for a personal claim. The rule operates on an actual, identifiable fund in the respondent’s possession or control at the time of the order. A debt or future payment obligation is merely a chose in action—a personal right enforceable by action—and does not constitute a “specified fund.” To treat a debt as a fund would impermissibly extend the rule to cover general monetary claims, which is not its purpose. The jurisdictional requirement of an existing fund ensures that the order secures property over which the applicant asserts a right, rather than creating security for a claim sounding in debt or damages.

Conclusion

51. The Facility Agreement Letter does not create an existing “specified fund” within the meaning of RDC 25.1(12). The Facility Agreement confirms DIB’s willingness to provide a financing facility, subject to conditions precedent: Sharia approval; regulatory approvals, and execution of formal Facility documentation to DIB’s satisfaction.

52. None of these conditions has been fulfilled. The Term Sheet expressly states that it is not a binding commitment to close any financial transaction relating to the Facility until those approvals and documents are completed.

53. Mr Craig KC submitted that the Facility Agreement Letter confers on HL a right to a Transaction Fee upon completing a Transaction. However, as Mr Craig KC agreed, SPI’s obligation to pay that fee arises only when SPI draws down funds or when it is within SPI’s control to do so. Until a drawdown happens or it is within SPI’s control to draw down, SPI has no enforceable obligation to pay and no funds in hand.

54. RDC 25.1(12) requires “a specified fund” to be paid into court. As I set out above, this connotes a present, actual fund—not a prospective or conditional entitlement. No existing fund is available to SPI, and the subrule cannot be invoked to secure a fund that may come into existence in the future.

55. In summary, the Facility Agreement Letter creates a contractual framework for future financing, not an existing fund. Accordingly, the Court cannot order payment into Court under RDC 25.1(12).

Right to the fund

56. Further, SPI asserts, and HL denies, that the party’s right to the fund must be proprietary.

57. No English case has extended the test to non-proprietary interests.

58. In LLC Eurochem North-West v Société Générale S.A. [2023] EWHC 2720 (Comm), the court reaffirmed Myers: claims under on-demand bonds were debts, not proprietary rights in a fund. No segregated monies existed; CPR 25.1(1)(l) was inapplicable.

59. HL referred to Vannin Capital PCC v Al Khorafi (CFI-036-2014) (“Vannin”). In Vannin, the Al Khorafis succeeded in the underlying DIFC litigation against a bank and were awarded damages and a payment on account of costs. Vannin, which funded that litigation, applied for an order that the bank pay those sums into court rather than directly to the Al Khorafis. The Court made an order under RDC 25.1(12) directing payment into court. In its judgment, the Court addressed only two objections: jurisdiction and costs. The Al Khorafis or the bank did not challenge the appropriateness of an order under RDC 25.1(12). Subsequently, the Al Khorafis applied to vary the order. The Court dismissed that application. The judgment records that Vannin had beneficial ownership of the funds under trusts declared in the funding agreement. The Al Khorafis did not dispute Vannin’s entitlement to security; they sought release of some funds for disbursements and a reduction in the security amount. The application failed because there was no material change of circumstances to justify varying an order that had stood for six months and had not been appealed.

60. Senior counsel for HL argued RDC 25.1(12) refers only to a “dispute over a party’s right to the fund,” without requiring a proprietary interest. The rule’s language supports this interpretation.

61. However, the test is not satisfied when the claim is for damages or a future payment obligation, even if a fund exists in fact, because such claims do not establish a legal right to that fund. Where the test is met, the order secures the disputed fund pending trial. This differs from a freezing injunction, which restrains dealing with assets without asserting a right to them.

62. On the present evidence, there is no fund to which HL has a right. HL’s entitlement to a Transaction Fee is contingent on the completion of a Transaction and, under the Agreement, payment is to be made from financing drawdown proceeds at the time of each drawdown or when SPI has control of the drawdown. The Facility remains subject to DIB’s Sharia approval, regulatory approvals, and execution of definitive facility documentation. None of these has occurred. Accordingly, (i) no financing has closed; (ii) no drawdown has been made; (iii) drawdown is not within SPI’s control, and (iv) HL does not have a right to any funds from which HL’s fee is to be deducted.

63. While the Facility Agreement Letter and Term Sheet evidence intent and an outline of terms, they do not create or identify a present, ring-fenced pool of money in SPI’s possession or control. Nor do they establish a segregated account, escrow, or other arrangement amounting to an existing fund to which HL has a right.

64. Even if “Commitments” are defined as financing legally committed and within SPI’s control to draw, those commitments are themselves conditional (approval and documentation outstanding) and do not constitute a fund. In these circumstances, ordering payment into court would anticipate a future fund. It would convert the rule into a device for securing a contingent, future payment obligation—a use outside the language and purpose of RDC 25.1(12), which presupposes an existing right to a fund in dispute.

The circumstances are not such that the order should be made

65. SPI submits that in addition to the specific criteria under RDC 25.1(12), an interim injunction should only be granted if the American Cyanamid principles are satisfied. The Court must consider the ‘balance of convenience’.

66. In his first witness statement, Agarwwal WS1, Mr Agarwwal explains that following service of the Interim Injunction Order on DIB by the Claimant’s lawyers, DIB convened a meeting with SPI at its offices on 21 November 2025, which Mr Agarwwal attended. At that meeting, DIB informed SPI that its legal department had advised that DIB might be drawn into the proceedings and could face legal exposure if it proceeded with the refinancing while the injunction remained in force.

67. DIB’s management stated that it would not proceed with any proposed refinancing unless SPI either obtained a discharge of the injunction or demonstrated compliance with it, including by providing payment into court or appropriate security as referred to in the order. DIB also indicated that its credit committee would need to reconsider any refinancing proposal once SPI had resolved the HL fee dispute.

68. Mr Agarwwal describes this development as unexpected and detrimental to SPI, noting that SPI had already given assurances to its existing lenders, Hayfin and CBI, regarding repayment and was in advanced stages of finalising funding documentation and satisfying the conditions precedent set out in DIB’s Term Sheet dated 4 June 2025. He also states that the Claimant’s lawyers separately notified Hayfin and CBI of the injunction and provided them with a copy of the order.

69. Despite SPI’s efforts during and after the meeting to explain that DIB was not a party to the litigation and should not face legal consequences, DIB has maintained its position and continues to refuse to close the proposed refinancing until SPI demonstrates compliance with, or obtains a discharge of, the order.

70. SPI submits that the ‘balance of convenience’ is in favour of discharging or setting aside the injunction:

71. HL submits that the balance of convenience favours continuation of the Interim Injunction Order:

72. The Court has considered HL’s submission that any concern about the order impeding completion of the refinancing could be addressed by alternative security. While that proposal is noted, the balance of convenience must be assessed based on the injunction as it presently operates, not on hypothetical steps the respondent might take to mitigate its effect. The question is whether, in its current form, the order causes disproportionate prejudice compared to the risk to HL if it were discharged.

73. The Court also considers HL’s argument that the evidence indicates SPI will become an empty shell following refinancing, which raises a genuine concern about HL’s ability to enforce any judgment. However, weighing all factors, including the practical impact of the injunction on the refinancing process and the absence of any agreed immediate mechanism to substitute alternative security, the Court concludes that the balance of convenience favours discharging the injunction.

Interim Injunction Order should be discharged

74. For the reasons stated, the Continuation Application will be dismissed and the Interim Injunction Order will be discharged.

Inquiry as to damages

The Applicable Principles

75. The Court has examined the principles outlined by the England and Wales Court of Appeal in Yukong Line Ltd v Rendsburg Investment Corp [2001] 2 Lloyd’s Rep 113 at [32]–[35]. From Potter LJ's judgment (with which Thorpe and Hale LJJS concurred), the following propositions arise:

Application of principles to the present case

76. The Court has concluded that the Interim Injunction Order was wrongly granted and should now be discharged.

77. SPI has submitted that it has suffered loss as a result of the order, principally in relation to the delay and disruption to the proposed refinancing. While the full extent of any loss will not be clear until refinancing is completed, SPI has provided sufficient evidence to establish that the Interim Injunction Order may have caused it loss.

78. HL does not dispute that the usual practice is to defer the inquiry until trial and accepts that the question of loss is intertwined with the merits of its claim.

Inquiry is ordered

79. Considering these principles and the parties’ submissions, the Court considers it just and convenient to adopt the usual course described in Yukong. It would be premature and inefficient to conduct the inquiry now, but it is appropriate to fix SPI’s entitlement to an inquiry at this stage.

80. The inquiry will therefore be ordered, with directions that it be heard at the same time as, or immediately following, the trial of HL’s claim. This approach ensures procedural economy and enables the Court to give judgment for the net balance between any sum due on the claim and any damages found due on the inquiry.

81. Accordingly, the Court will order an inquiry into damages on SPI’s cross-undertaking under the Interim Injunction Order, to be conducted concurrently with or immediately after the trial of HL’s claim.

Freezing Order Application

Applicable Principles

82. There are four main requirements of a claim for a freezing injunction, namely that the applicant must produce evidence which satisfies the Court that:

83. SPI concedes for the present application that HL has a good arguable case that it is contractually entitled to the Commission. That threshold is satisfied. SPI does not dispute that it has assets which will be available to satisfy a judgment against it, if judgment is given in the Claimant’s favour. SPI contends that HL has not demonstrated a real risk that SPI will unjustifiably dissipate assets to frustrate the enforcement of any judgment. Further, SPI submits that it is not just and convenient to grant a freezing order because the balance of convenience is against it.

Real risk of dissipation

Legal Standard

84. The following summarises significant principles governing the assessment of a real risk of unjustifiable asset dissipation. It is not exhaustive.

85. HL outlines several bases indicating a real risk of unjustifiable asset dissipation by SPI.

86. First, HL asserts that SPI engaged in negotiations with DIB behind HL's back, despite contractual obligations to involve HL under the Engagement Letter; and SPI did not ensure that HL’s contractual entitlement to be paid out of the refinancing was included in the Facility Agreement with DIB.

87. SPI denies that it was obliged to involve HL in its discussions with DIB or that HL was or is entitled to be paid out of the refinancing included in the Facility Agreement with DIB.

88. SPI may be wrong, but I am not satisfied, after considering the evidence of Ms Kalangot and Mr Agarwal that SPI engaged in dishonest conduct to avoid paying HL fees it knew HL was entitled to.

89. Secondly, HL relies on SPI’s failure to respond to its August 2025 letter, which set out HL’s claim for fees and sought payment, as indicative of conduct giving rise to a real risk that SPI will unjustifiably dissipate assets to frustrate enforcement of any judgment.

90. SPI, however, states that it was surprised by HL’s correspondence of 18 August and 3 November 2025 and responded to both letters on 7 November 2025. The Court accepts that SPI’s delay in responding may reflect poor communication, but standing alone, it does not amount to evidence of an intention to dissipate assets.

91. There is no indication of transfers, concealment, or any other actions inconsistent with normal commercial practice. Therefore, the correspondence history does not demonstrate a real risk of unjustifiable dissipation for the purpose of granting a freezing order.

92. Thirdly, HL submits that the evidence suggests that SPI will become an empty shell company after the refinancing, with no equity left in its assets and no other projects.

93. The Court accepts that evidence suggesting SPI will become an empty shell following refinancing, with no equity remaining in its assets and no other projects, is a relevant factor in assessing risk. Such a position may significantly impair SPI’s ability to satisfy any judgment. However, the mere fact of refinancing or corporate restructuring, even if it results in SPI being asset-light, does not in itself establish a real risk of unjustifiable dissipation. Dissipation requires steps taken to place assets beyond the reach of creditors to frustrate enforcement. Where the refinancing appears to be a legitimate commercial transaction, and there is no evidence of concealment, unusual transfers, or other conduct inconsistent with ordinary business practice, the inference of unjustifiable dissipation cannot be drawn from this factor alone. It may, however, acquire weight when combined with other indicators, such as refusal to provide security or misleading disclosure.

94. Fourthly, HL relies on SPI’s initial statement that it held approximately AED 210 million in cash, which was later clarified in Ms Kalangot’s second witness statement, Kalangot WS2, to be pledged to CBI and earmarked for transfer to DIB as part of the refinancing, as false.

95. Ms Kalangot apologised for the omission and stated that she did not intend to mislead the Court, explaining that her reference to the cash balance was made to illustrate SPI’s financial position without considering the assignment of those accounts.

96. The Court accepts that the omission was material, but on the evidence, it appears to have been an oversight by Ms Kalangot and Mr Agarwwal rather than a deliberate attempt at concealment. While such misstatements may raise concerns about SPI’s candour, they do not, without more, establish a real risk of unjustifiable dissipation. The pledged nature of the funds and their application to refinancing are consistent with ordinary commercial arrangements rather than steps taken to put assets beyond the reach of creditors.

97. Fifthly, HL contends that SPI gave false and misleading answers, in breach of the Interim Injunction Order, which carried a penal notice, concerning the existence of the DIB Facility Agreement and the refinancing details.

98. SPI’s position is that its 7 November 2025 letter to White & Case responded in the way the Court expected, given that no Facility documentation had been signed, and that any opposing view (i.e., that the 4 June 2025 term sheet or Facility Agreement Letter formed a binding agreement) would more likely be an error of law rather than intentional misrepresentation.

99. The Court considers accuracy and candour in responses to orders with penal notices as important; deliberately misleading the Court can be a significant indicator of dissipation risk. However, based on the current materials, the dispute seems to focus on the legal status of the Facility Agreement Letter, rather than concealment of assets or deceptive transfers. Without cogent evidence that SPI intentionally misrepresented facts to hide assets or hinder enforcement—rather than pursuing a (possibly mistaken) legal interpretation—the Court does not view this point, on its own, as sufficient to establish a real risk of unjustifiable dissipation. It may carry weight if combined with other indicators such as secret asset movements, but standing alone, it is insufficient to meet the threshold for a freezing order.

100. Sixthly, HL argues that SPI’s failure to provide undertakings or alternative security until shortly before the return date, despite claiming access to group financial support, and its eventual offer of a parent company guarantee, demonstrate a real risk of unjustifiable dissipation. HL contends that the guarantee is inadequate because it is offered by a Cayman Islands entity, only constitutes a contractual promise to indemnify SPI’s obligations, and lacks any collateral or onshore security.

101. SPI responds that it has never refused to provide security, that its solicitors’ letter of 4 December 2025 expressly recorded an intention to propose acceptable security, and that the parent guarantee is a conventional instrument.

102. The Court does not accept that SPI’s conduct on this point, taken in isolation, establishes a real risk of dissipation. The timing of the proposals and the offshore nature of the guarantee offered may raise legitimate concerns about enforceability and adequacy, but they do not, without more, amount to evidence of a present likelihood of asset‑stripping, concealment, or evasion of enforcement. An offer of security that the applicant regards as inadequate is not, by itself, probative of a risk of dissipation; it may justify closer scrutiny, but it does not demonstrate the requisite risk unless coupled with other indicators of evasive or dishonest conduct.

103. Seventhly, HL asserts that there is a real risk SPI will unjustifiably dissipate its two Imperial Avenue penthouses, which HL says represent SPI’s residual value after repayment of Project debt. HL submits that there is a real risk SPI will unjustifiably dissipate the penthouses to defeat execution of any judgment for HL’s fees. HL points to three matters:

104. SPI accepts that IAHL (a DIFC entity fully owned by SPI) owns the two penthouses and that they will be mortgaged to DIB as security for refinancing, but says this structure restricts transfer until repayment. SPI submits that HL has produced no solid evidence of any planned unjustifiable transfer; the suggestion that the units will be transferred to the Shapoorji family (or Mr Shapoor) is, SPI says, a rumour unsupported by documents or direct sources. SPI further contends that, when permissible, intra-group transfers are not per se improper and that, while the DIB mortgage subsists, a transfer of ownership cannot occur. On that basis, SPI argues HL’s fears are speculative and do not justify a freezing order.

105. HL relies on Mr Deen’s witness statement. Mr Deen describes SPI’s asset history and expresses concern that the remaining value will “leak” and the units be transferred to the Shapoorji family. However, Mr Deen does not present documentary evidence or identify a direct source indicating a plan or instruction to transfer; his assertions are inferential rather than evidentiary. Mr Agarwwal’s statement confirms SPI’s ownership of the penthouses, through IAHL, and the refinancing structure, asserting that equity will gradually return once refinancing is repaid, but provides no documentary support and offers no undertaking against transfer. HL’s skeleton reiterates its concerns but does not identify imminent transactional steps or documentary proof of planned dissipation.

106. The applicable threshold is whether HL has demonstrated by solid evidence a real (as distinct from fanciful) risk that SPI will unjustifiably dissipate assets to render any judgment nugatory. Suspicion, inference from corporate opacity, or the mere absence of undertakings—while relevant context—will rarely suffice without objective indicators of impending dissipation or conduct outside the ordinary course.

107. On the present record, HL’s apprehension centres on the potential transfer of the penthouses to insiders and the absence of undertakings. These concerns are sincerely held but not corroborated by documentary proof, dates, counterparties or transactional steps. The refinancing arrangements and security in favour of DIB constrain transfer of the penthouses at present; and there is no evidence of movement of value through unusual distributions, inter‑company loans or asset disposals inconsistent with commercial norms. What may occur after repayment remains speculative.

108. In short, the materials demonstrate concern but do not rise to solid evidence of a real risk of unjustifiable dissipation. The risk articulated is inferential and premised largely on suspicion and the absence of undertakings, rather than concrete steps indicative of an intention to frustrate enforcement.

109. I therefore conclude that HL has not established by solid evidence a real risk that SPI will unjustifiably dissipate the Imperial Avenue penthouses to render any judgment unenforceable.

110. The Court has carefully considered the seven arguments advanced by HL in support of its contention that SPI poses a real risk of unjustifiable asset dissipation. The Court has examined each argument individually for its evidentiary sufficiency and relevance.

111. HL further submits that the cumulative effect of the evidence establishes the requisite risk. The Court acknowledges that cumulative factors may, in principle, be considered, and that certain contentions—such as the “empty shell” allegation and the claim of “misleading answers to the Court”—could assume greater significance when viewed collectively. However, the law demands that such cumulative considerations be grounded in solid, objective evidence of a future intention to dissipate assets. Mere aggregation of speculative or inferential claims cannot satisfy this standard.

112. Upon detailed analysis, the Court finds that none of the individual arguments advanced by HL provides reliable evidence of a real risk of unjustifiable dissipation. For instance, the “penthouse” argument rests on unidentified sources and inference rather than proof of any deliberate attempt to frustrate enforcement.

113. The legal standard requires present, objective, and cogent evidence—not conjecture, suspicion, or concerns arising from poor communication or absence of undertakings. The material before the Court does not demonstrate actual or anticipated asset transfers, concealment, or conduct inconsistent with ordinary business practice.

114. Accordingly, the Court concludes that the cumulative effect of the arguments advanced falls short of establishing a real risk of unjustifiable dissipation of assets by SPI. The evidence remains speculative and fails to meet the legal threshold for a freezing order.

Just and convenient

115. The Court’s discretion to grant a freezing order arises only where it is just and convenient to do so. Equitable principles inform this assessment and require consideration of all relevant circumstances.

116. The primary purpose of a freezing order is to prevent frustration of the Court’s process by preventing unjustifiable dissipation of assets. Where the applicant has failed to establish a real risk of such dissipation, the foundation for the order is absent. In those circumstances, the order would serve no legitimate protective purpose and would operate oppressively by restricting the respondent’s ordinary business dealings without justification.

117. The Court has considered whether any other factors render the order just and convenient notwithstanding the absence of risk. The Claimant points to the strength of its claim and the Defendant’s asset position, but these matters do not displace the requirement for objective evidence of likely dissipation. The equitable jurisdiction is not engaged merely because enforcement may be difficult or because the respondent has declined to provide voluntary security.

118. The Court also considers the practical consequences of imposing a freezing order. Such an order is a severe remedy: it may impede commercial transactions, affect third parties, and expose the applicant to liability under its undertaking as to damages. The evidence before the Court demonstrates that the existing Interim Injunction Order under RDC 25.1(12) has already prevented or significantly delayed the proposed refinancing, and it is a reasonable inference that a freezing order may, though not necessarily, have a similar effect. In the absence of a demonstrated risk of unjustifiable dissipation, those consequences would be disproportionate.

119. Accordingly, the Court concludes that it is not just and convenient to grant a freezing order. The Claimant retains its ordinary remedies, including judgment enforcement, but the exceptional relief sought is not warranted on the evidence.

Disposition

120. The Court will discharge the Interim Injunction Order made under RDC 25.1(12), dismiss HL’s application for a freezing order, and direct that there be an inquiry as to damages at the trial of HL’s claim. The claim should be resolved as expeditiously as reasonably practicable. To that end, the Court will confer with the parties regarding directions for an expedited timetable to trial.

Costs

121. The Defendant is the successful party in these applications. In line with the usual rule, the Claimant should bear the costs. However, the Court will give the parties an opportunity to make further submissions on costs before any order is made.

122. Any party seeking a costs order may, within 14 days of this judgment, file and serve:

123. The other party may file and serve a response within a further 14 days. The Court will determine the question of costs on the papers.

124. If no draft orders or submissions are filed within the time permitted, the Court will order that the Claimant pay the Defendant’s costs of the applications on the standard basis, to be assessed if not agreed.

Orders

125. The Court will order: