Claim No. CFI 111/2025

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

(1) OHENE
(2) OCARINA
(3) OMERI

Claimants

and

(1) ORNET
(2) ORRICK

Defendants

and

ORSALINA

Notice party

ORDER WITH REASONS OF H.E. JUSTICE SIR JEREMY COOKE

PENAL NOTICE

IF YOU (1) ORNET AND (2) ORRICK (THE RESPONDENTS) 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 RESPONDENT 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 Part 8 Claim Form dated 27 November 2025 and Urgent Application No. CFI-111-2025/1 of the same date by which the Claimants (“Ohene”) sought a Stop Order pursuant to RDC 46.38 (the “Stop Order Application”)

AND UPON the Order of H.E. Sir Justice Jeremy Cooke dated 5 December 2025 by which he granted the Stop Order Application and, inter alia, prohibited the First Respondent (“Ornet”) from taking any steps to register any transfer of its shares in Orrick (the “Stop Order”)

AND UPON Ohene having filed a Request for Arbitration with the LCIA on 15 December 2025, commencing arbitration proceedings against Ornet (the “Arbitration”)

AND UPON Ohene’s Urgent Application Notice No. CFI-111-2025/2 dated 5 March 2026 seeking a freezing order and a proprietary injunction against the First Respondent (the “DIFC Injunction Application”)

AND UPON Ornet’s Application Notice No. CFI-111-2025/3 dated 9 March 2026 to set aside (alternatively, vary) the Stop Order pursuant to the liberty to apply provision (the “Set Aside Application”)

AND UPON considering the Second and Third Affidavits of Mr Orv dated 4 March and 9 March 2026 respectively

AND UPON considering the First and Second Witness Statements of Sajid Ahmed dated 6 and 9 March 2026 respectively

AND UPON considering the parties’ skeleton arguments dated 12 March 2026

AND UPON hearing from counsel for the parties at a hearing on 13 March 2026

AND UPON the Court having accepted Ornet’s undertaking in connection with the DIFC Injunction Application that the proceeds from the sale of Orfeya, Orford, Oriola I and Ornora (“Four Subsidiaries”) will be paid directly to Ornet and Ornet alone (“Ornet’s Undertaking”)

AND UPON Ohene and Ornet agreeing that Ornet’s Undertaking is given to the Court (and accepted by the Court) subject to the Court retaining jurisdiction to accept any variation to Ornet’s Undertaking, insofar as the interests of justice require

IT IS HEREBY ORDERED THAT:

1. The DIFC Injunction Application is dismissed.

2. The Set Aside Application is dismissed.

3. The Stop Order is continued until (i) such time as the Tribunal constituted in the Arbitration determines the issues arising in relation to the Claimant’s restitutionary rights and remedies in respect of shares in Orrick; and (ii) further order of the Court on an application to vary or discharge the Stop Order in accordance with paragraph 5.

COSTS

4. The costs of the DIFC Injunction Application and the Set Aside Application are reserved.

LIBERTY TO APPLY

5. The Respondents, and all parties howsoever affected by the terms of this Order shall have liberty to apply to discharge this Order or to vary its terms. Any such application shall be made in accordance with RDC Part 23, giving 48 hours’ notice to Ohene, Ornet and the Notice Party.

INTERPRETATION OF THIS ORDER

6. Where the Respondents are ordered not to do something, they must not do it themselves or by their directors, officers, partners, employees or agents or in any other way.

COMMUNICATIONS WITH THE COURT

7. All communications to the Court about this Order should be sent electronically to registry@difccourts.ae quoting the case number.

Issued by:
Hayley Norton
Assistant Registrar
Date of Issue: 23 March 2026
At: 10am

SCHEDULE OF REASONS

Introduction

1. These are the reasons for the decision communicated orally to the parties at the hearing on 13 March 2026 when the Court was faced with two competing applications. The first of these was an application by the Claimants seeking a worldwide freezing order against the first named Defendant (“Ornet”). The second application was made by Ornet to discharge the Stop Order made ex parte on 5 December 2025.

2. On 15 December 2025, the Claimants commenced arbitration proceedings under the Share Purchase Agreement dated 24 May 2024 (the “SPA”) under the auspices of the LCIA and the arbitration tribunal was fully constituted on 10 February 2026. A Statement of Claim was filed on 10 March 2026 and the Tribunal has already made a number of interlocutory decisions. The DIFC Court has, under Article 15 of the DIFC Arbitration Law, jurisdiction to grant interim measures of protection in respect of claims pursued in arbitration. Under the LCIA Rules, in certain circumstances, authorisation is required for a party to go to court to seek injunctive relief following the constitution of the Tribunal. On 11 March 2026, pursuant to an application made by the Claimant on 27 February 2026 for permission to seek relief from this Court, the Tribunal issued Procedural Order No. 1 stating that such permission was not needed for an application for a freezing injunction under the terms of Article 25.3 of the LCIA Rules. In the same Order, the Tribunal rejected Ornet’s application for an anti-suit order restraining the Claimants from making such an application to this Court.

3. At paragraph 84 of that Procedural Order, the Tribunal ordered that the parties should inform this Court that the Tribunal remained seized of an application for interim relief made by the Claimants, should provide a copy of the Procedural Order to this Court and should promptly inform the Tribunal of the outcome of the Application. The application for interim relief made to the Tribunal was in similar form to that made to this Court for a freezing injunction, as set out at paragraph 2 of the Procedural Order with a proposed restraint of any sale or disposition of any of Ornet’s subsidiary companies, with ancillary orders for disclosure of assets worldwide. The basis upon which the Tribunal decided that permission need not be given for an application to be made to this Court appears to have been the distinction between any interim relief that could be granted by an arbitration tribunal and that granted by the court, namely that the former can only bind the parties and not banks or third parties and that enforcement of interim relief ordered by Tribunal requires the court’s assistance. Permission under Article 25.3 of the LCIA rules was therefore not required.

4. Thus, as the Tribunal understood the position, the Claimants sought relief both from the Tribunal and from the DIFC Court in parallel to protect their position and it expressed at paragraph 82 its desire that the Parties should address it on why relief from both the DIFC Courts and the Tribunal was necessary, on the intended scope and purpose of the relief sought from each forum and on how any risk of duplication, overlap and/or inconsistency between any order of the Tribunal and any order sought from the Court would be avoided.

5. The Stop Order made on 5 December 2025 bound both Ornet, the Second Defendant (“Orrick”) whose shares were sold by the Claimants to Ornet and Orsalina and therefore constituted an order which the Tribunal could not have made inasmuch as it bound entities which were not parties to the arbitration agreement between the Claimants and Ornet. It was also made before the arbitration was commenced and the Tribunal constituted. Any freezing injunction that this Court was prepared to issue would likewise be binding not only upon Ornet but upon third parties notified of it.

The Stop Order

6. Whilst the Claimants made the point that Ornet had not challenged the Stop Order for a period of some three months, that does not touch on the substance of Ornet’s challenge. Although Ornet, in its acknowledgement of service, contested jurisdiction, there can be no basis for the challenge by reason of Article 15 of the Arbitration Law, particularly given that the seat of the arbitration is the DIFC and Orrick is a DIFC registered company. Nonetheless the question will often arise as to whether that jurisdiction should be exercised as a matter of discretion. At the time the Order was made, arbitration proceedings had not begun so that there was no possibility of an interim order to similar effect being made against Ornet and, as already stated, any such order would not have been binding upon the Second Defendant or the Orsalina.

7. RDC 46.33 (2) provides that the Court may, “on the application of any person claiming to be beneficially entitled to an interest in securities”, make a stop order relating to those securities. At the hearing of the application for the grant of the ex parte injunction, the question whether or not the Claimants had such a beneficial entitlement to an interest in securities was the subject of discussion between Counsel and the Court. It will be noted that the Rule refers to “any person claiming to be beneficially entitled to an interest in the securities” without the need to establish such a beneficial entitlement as a matter of law or fact. Such a claim was advanced on the basis of unjust enrichment, entitlement to restitution, constructive trust and/or frustration of the SPA. It was accepted that the appropriate test for granting the stop order was that set out in American Cyanamid and that therefore the Claimants had to establish a good arguable case, that damages would not be an adequate remedy and that the balance of convenience/balance of prejudice operated in favour of the grant of the order.

Good Arguable Case

8. At the hearing on 13 March 2026, the Defendants contended that there was no good arguable case of any such beneficial entitlement to an interest in the Orrick shares on a number of different grounds. The primary argument was that the Claimants’ remedy was a contractual remedy only and that the Claimants could have no beneficial interest in the shares after they had been transferred to Ornet. The consideration for the transfer of the shares to Ornet was a payment for non convertible loan notes and an undertaking to transfer, at a later date, shares in Ornet by way of exchange which, under the terms of clause 7.4, was required to take place within two business days after Post Completion Fulfilment. Under clause 7.3, a mechanism for the transfer of the shares was to be agreed between the parties in that time scale. Whereas the Claimants sought to bring a claim in unjust enrichment and sought a restitutionary remedy in relation to the Orrick shares, which could potentially give rise to an order of a proprietary nature requiring the shares to be returned to the Claimants on the basis of a failure by Ornet to carry out the necessary exchange (whether seen as a total failure of consideration, a near total failure or a total failure of basis), Ornet contended that such a claim was untenable in the light of the SPA and, in particular, a particular provision in it at clause 18.2 which required, in certain specified circumstances that such shares be returned. It was said that the position on return of shares was governed by a contract which made specific provision for return of the shares in given circumstances and no other. There was therefore no room for the operation of any claim in unjust enrichment where the parties interrelationship was governed by this contract. It was also contended that even if such a claim for unjust enrichment could be advanced, that did not give rise to any proprietary claim or beneficial entitlement which could fall within the wording of RDC 46.33 or could give rise to a proprietary injunction or tracing order. The parties argued these points by reference to textbooks such as Chitty and Goff & Jones as well as decided authorities, including Supreme Court, Court of Appeal and first instance decisions. The different ways in which the case might be put were explored both by reference to the claims arguments made at the ex parte hearing, the claims and arguments in the skeletons and the claims as expressed in the Statement of Claim recently served in the Arbitration.

9. For obvious reasons I was reluctant to determine any such argument as to proprietary rights since it appeared to me that any decision which I might make on this subject could very well trespass on matters which the Tribunal would have to determine, whether in considering interim relief or in a final award. There is undoubtedly scope for argument on the issues as presented. It appeared to me that in the circumstances, absent any other basis for setting aside the Stop Order, the right thing to do was to maintain it in existence until such time as the Tribunal determined the issues arising in relation to the Claimants’ restitutionary rights and remedies and whether a proprietary claim was sustainable as opposed to merely a damages claim for failure to transfer the shares in Ornet in exchange for the Orrick shares.

Damages as an Adequate Remedy

10. It appeared to me that this criterion depended upon whether or not a restitutionary claim was available and the nature of it. Damages would not be an adequate remedy if, as appears possibly to be the case, Ornet’s assets are outweighed by its liabilities so that creditors will only receive a dividend. Ornet maintains that it is not liable for the claim regardless but if it is found liable in due course and if it is insolvent, the Claimants may not make a full recovery. If the Claimants can, however, establish a proprietary interest in the shares or entitlement to their return, issues of insolvency will not affect them, so that an order which prevents their sale prior to determination of their rights is required.

Balance of Convenience

11. In these circumstances, the balance of convenience would lie with a restraint of the sale of the Orrick shares, there being no evidence that their value would diminish should it be shown ultimately that there was no entitlement on the part of the Claimants to their return.

Failure to make Full and Frank Disclosure

12. Counsel for Ornet took a number of points on the allegation of failure to disclose matters which should, it was said, have been disclosed at the ex parte hearing. It was said that the Claimants failed fairly to present the legal position, including the absence of any proprietary claim and Ornet’s position on frustration. It was further said that there was a failure to disclose material evidence relating to the parties’ correspondence about the mechanism to transfer shares in Ornet to the Claimants (and in particular a Term Sheet of 7 March 2025); that there was a failure fairly to disclose that a key part of the role any court mandated trusteeship of Ornet was the sale of assets and the payment of sale proceeds to Ornet, with the subsequent obligation to settle Ornet’s debts; and that an unfair and misleading impression was given of the enforcement risk against Ornet.

13. As to the first of these, it was plain to me at the ex parte hearing that there was considerable room for debate as to whether or not the Claimants could establish a restitutionary or a proprietary claim and as to how any relief granted for the return of the shares was to be characterised as a matter of law. Whilst the matter was not debated with the same degree of detail as at the inter partes hearing, I was under no illusion that there were arguments which could properly be raised by Ornet which might well prevail, whilst also satisfied that the Claimants had a good arguable case. When I questioned Counsel for the Claimants about Ornet’s position on frustration, he could give no satisfactory answer and I realised that, contrary to what had been said in his skeleton, there was no basis for the statement that Ornet accepted that the contract had been frustrated. Indeed, it was said by Counsel that frustration was not being used in the legal sense of the word at all. Whilst that might be an issue, it was not common ground. As to the issue of correspondence about the mechanism to transfer shares in Ornet and the Term Sheet of 7 March 2025 which was not the subject of agreement by all the vendors (and other issues arise as to whether or not it could amount to any variation of the SPA or waiver of it), I do consider that more should have been said to me about the position, particularly as I asked what had happened after 24 September when Post Completion Fulfilment had taken place and why there had been no apparent reaction from the Claimant’s at Ornet’s alleged breach at that stage. Nonetheless, as is now apparent, the Claimants were pressing for the mechanism to be agreed throughout that time in accordance with the SPA, and steps were being taken in that direction. But no exchange of shares took place within the SPA deadline or at any time thereafter and it appeared ultimately that Ornet had no intention of making the transfer. The Defendants now say they have an argument on waiver or estoppel but the basis for that is unclear in the light of the terms of the SPA and the Term Sheet, whether the latter is binding or not. I do not consider that the Court was misled nor that the failures are such as to justify revocation of the order made. The possibility of delay affecting rights was in the mind of the Court. Whilst the evidence before the Court was not fulsome in relation to the mandated trusteeship of Ornet and the obligations to which TMSF was subject and the Claimants dwelt on their fears and suspicions as to what might happen given their limited knowledge of what was going on in Turkey and the projected sales of assets, again I do not consider the failures here were sufficiently serious to require the Stop Order to be set aside. There were grounds for suspicion given the indicates of the directors appointed by TMSF that the Orrick shares would be sold and the less than candid answers to requests relating to the sale of other assets, such as the shares of four subsidiaries. The potential difficulties in enforcement may well have been overemphasised but I do not consider that would justify setting aside the order.

14. Counsel for Ornet was prepared to offer and did offer an undertaking to the Court on Ornet’s behalf that it would not dispose of the Orrick shares pending a determination by the Tribunal on the Claimant’s entitlement to return of the shares. That was a well made offer and without any admission, indicates some recognition that there is scope for argument on the fundamental point of restitution. Such an offer would only bind Ornet whereas the Stop Order binds Orrick and the and is therefore preferable. The balance of convenience therefore favours continuation of the Stop Order as opposed to an undertaking given to the Court and contained in an inter partes order. After the decision of the Court was made known to the parties, they agreed that they would seek to agree the terms of the order and provide a draft to the Court for its approval.

The Worldwide Freezing Order

15. Counsel for the Claimants did not seek a proprietary order in relation to Ornet’s projected sales of the shares in four subsidiaries. It was said however that such sales would represent a dissipation of assets and that a worldwide freezing order was required to ensure that no such dissipation occurred which would leave the Claimants unable to enforce the fruits of any Arbitration Award that they might obtain. Without a specific prohibition on sales, a freezing order would not have that effect in any event if such a sale was the result of legitimate business decisions made in the best interests of Ornet.

16. Whilst the Claimants complained about the publicity for the auction of these four companies which was preceded by a day by the restoration of licences to operate (revoked following the police raids on Ornet) which cannot be coincidental, and the lack of notification to the Claimants thereof, the fact remains that a public auction was announced on 20 January 2026, which was originally scheduled for 10 February 2026 but was postponed to 4 March 2026. I have no reason to question the evidence of Sajid Ahmed in his two witness statements and in particular his second witness statement of 9 March 2026 at paragraph 7-12, where he set out the mandate and powers of TMSF, Article 133 of the Turkish Criminal Procedure Code, the effect of Law No.7145 and the duties of the Board of Directors and TMSF to run the business properly and effect sales if they are required to meet debts from the proceeds. The evidence was clear that the proceeds of such sales would be available to pay Ornet’s debts.

17. Whilst the Claimants challenged the independence and integrity of the TMSF system by reference to two published articles, I did not consider that the weight to be given to them, in the absence of cogent evidence of corruption, political interference or fault lines in the criminal and civil law systems was in any way sufficient to counteract the evidence of Mr Ahmed. The authorities are clear that if an attack is to be made on the integrity of a system of law or the courts of another country it must be supported by clear and cogent evidence—otherwise it cannot be taken into account. Suspicion and concern as to risk is not enough. Mr Ahmed’s witness statements describe what happened to Ornet and the seizure of its assets on 26 May 2005 under order of the Istanbul 4th Criminal Court of Peace, the appointment of TMSF as trustee and the reconstitution of Ornet’s Board of Directors to oversee the management of the group in place of those responsible for the unlawful activities which are said to have taken place. The investigation of the financial health of the group led to the conclusion that the four subsidiaries were financially unsustainable and on 24 December 2024 their Boards resolved to sell them, with authorisation being given by TMSF on 9 January 2026. The auction followed a public announcement—though the extent to which this would readily have been discovered outside Turkey was debated.

18. At paragraphs 18 and 19 of Mr Ahmed’s second witness statement, he set out the outcome of the auction as the selection of a bid for valuable consideration from a third party independent of Ornet. The reserve price at the auction was USD 100m and I was informed by Counsel, on instructions, that the accepted bid was a little in excess of that. Applications have to be made to the relevant authorities, including the Central Bank, the Capital Markets Board, the Competition Authority and the Insurance and Private Pensions Regulation and Supervision Agency, to obtain approval for the sale which should take place within 3 months. The proceeds of sale would be transferred to Ornet and not to any other public or legal entity and Counsel for Ornet was prepared to give an undertaking on Ornet’s behalf to that effect which is recorded in the Court’s order. I accept this evidence and that which appears in paragraphs 32–40 of Mr Ahmed’s second witness statement with the result that I cannot find that there is any risk of dissipation of assets in the projected sale of these four subsidiaries.

19. Bearing in mind that the Claimants claim is for USD 16.376m approximately with, no doubt, interest and costs to be added, the sale proceeds are obviously sufficient to meet any award that the Tribunal might make but the extent of other indebtedness of Ornet is not known and the carefully phrased evidence of Mr Ahmed led me to infer that there is a real risk that Ornet’s liabilities may exceed its assets though until sales are completed perhaps it will not be known. The evidence does not show that there has been any declaration of insolvency as yet.

20. Whilst therefore the Claimants plainly have a good arguable case in contract for damages, as was conceded (quantum also being disputed) the requirement that a real risk of dissipation be shown is not established with the result that I see no basis for granting a freezing order against Ornet and none for any disclosure of assets which would be ancillary to any such order.

Conclusion

21. The parties have agreed to arbitrate their disputes and I understand that a CMC is fixed for next week in which the Tribunal will consider whether to grant interim relief and the future conduct of the arbitration. Nothing that I say here is intended to cut across the jurisdiction of the Tribunal or its discretion and the evidence put before it may or may not be different from that before me. I have sought to hold the ring between the parties in support of the arbitral process so that the Tribunal can make its decisions without concern that any Award might be frustrated by actions of Ornet in relation to the Orrick shares, whilst applying well established principles of law to the interim relief that the Court can properly grant.

22. Issues of costs are reserved with all arguments remaining open to the parties. It is inevitable that, given the continuation of the Stop Order, the matter will have to come back to this Court after the Tribunal has reached its conclusions, whether on an interim or final basis, because this Court’s assistance will be needed should the Tribunal’s decision require that the Stop Order be set aside or varied or any order relating to the transfer of shares be enforced in the DIFC on the Registrar of Companies. Issues of costs can be resolved then if not before.