Claim No. CFI 118/2025

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURT

IN THE COURT OF FIRST INSTANCE

BETWEEN

PETRICHOR ENERGY FZCO

Claimant/Respondent

and

(1) ULTIMATE OIL & GAS FZCO
(2) ALHAJI ABDULRAHMAN MUSA BASHAR

Defendants/Appellants

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

UPON the Claimant’s Part 7 Claim Form dated 8 December 2025 (the “Claim”)

AND UPON the Defendants’ Application No. CFI-118-2025/1 dated 9 January 2026, seeking to stay the Claim pursuant to Article 13(1) of the DIFC Arbitration Law and, in the alternative, challenge the jurisdiction of the DIFC Courts (the “Stay Application” or the “Article 13(1) Stay Application”)

AND UPON the Claimant’s Application No. CFI-118-2025/2 dated 20 January 2026, seeking immediate judgment pursuant to Part 24 of the Rules of the DIFC Courts (“RDC”) (the “Immediate Judgment Application”)

AND UPON the Defendants’ Application No. CFI-118-2025/3 dated 3 February 2026, to stay the Immediate Judgment Application or for an extension of time to put on evidence pending the determination of the Stay Application (the “IJ Stay Application”)

AND UPON the Court directing, via email to the parties dated 25 February 2026, that the Defendants’ Article 13(1) Stay Application and the IJ Stay Application be heard before the Claimant’s Immediate Judgment Application at a consolidated hearing (the “Consolidated Application Hearing”)

AND UPON hearing counsel for the Claimant and counsel for the Defendants at the Consolidated Application Hearing on 27 March 2026

AND UPON the Order with Reasons of H.E. Justice Rene Le Miere dated 2 April 2026 (i) dismissing the Article 13(1) Stay Application and ordering that the Immediate Judgment Application is not stayed and may proceed (the “Judgment”)

AND UPON the Defendants’ Appeal Notice dated 23 April 2026 seeking permission to appeal the Judgment (the “PTA Application”)

AND UPON the Defendants’ Application No. CFI-118-2025/4 dated 15 April 2026, seeking an extension of time to file its evidence in answer to the Immediate Judgment Application (the “EOT Application”)

AND UPON review of the Claimant’s evidence in answer to the EOT Application dated 5 May 2026

AND UPON the Claimant’s submission in opposition to the PTA Application dated 14 May 2026

AND UPON the Defendants’ evidence in reply to the EOT Application dated 19 May 2026

IT IS HEREBY ORDERED THAT:

1. The Defendants/Appellants are granted permission to appeal the Judgment.

2. The costs of the PTA Application are reserved to the Court of Appeal.

Issued by:
Hayley Norton
Assistant Registrar
Date of issue: 9 June 2026
At: 3pm

A. Introduction

1. The Defendants have applied for permission to appeal the Judgment.

2. By the Judgment, the Court dismissed the Defendants’ Stay Application under Article 13(1) of the DIFC Arbitration Law and directed that the Claimant’s Immediate Judgment Application proceed.

3. The Defendants seek permission to appeal on a single ground concerning the proper application of Article 13(1).

B. Factual Background

4. The Claimant seeks recognition and enforcement in the DIFC Courts of final and conclusive judgments of the High Court of England and Wales dated 14 February 2025 (the “English Judgments”), which create a judgment debt enforceable at common law.

5. Following the English Judgments, the parties entered into a subsequent agreement dated 24 April 2025 (the “New Payment Agreement”), which outset how the judgment debt was to be satisfied.

6. The New Payment Agreement did not compromise or extinguish the English Judgments. Rather, it preserved the Claimant’s accrued rights under those Judgments while establishing a structured payment mechanism over time.

7. In particular, the New Payment Agreement provided for instalment payments of the outstanding judgment debt and included provisions governing how payments were to be allocated between principal, interest and related liabilities. It imposed a contractual restraint preventing the Claimant from enforcing the English Judgments, except in defined circumstances.

8. The agreement established a contractual default regime, including provisions for notice of default and a defined period within which any default may be cured. It further provided that, upon the occurrence of a defined event of default and the satisfaction of the relevant contractual conditions, the Claimant would be entitled to resume enforcement of the English Judgments and to pursue enforcement in any jurisdiction.

9. The New Payment Agreement also contained a broad arbitration clause requiring disputes arising out of or in connection with that agreement to be referred to arbitration.

10. The Claimant contends that the Defendants failed to comply with their obligations under the New Payment Agreement, that the contractual default mechanism was triggered, and that the conditions for lifting the restraint on enforcement were met. It therefore maintains that it is entitled to enforce the English Judgments in these proceedings.

11. The Defendants dispute that contention. They maintain that the question of whether the Claimant is contractually entitled to enforce the English Judgments gives rise to disputes under the New Payment Agreement that fall within the scope of the arbitration agreement and must be determined by an arbitral tribunal.

12. Against that background, the central issue raised by the Defendants’ stay application— and by the proposed appeal—is whether these proceedings are properly characterised as being brought “in a matter” that the parties have agreed to refer to arbitration within the meaning of Article 13(1) of the DIFC Arbitration Law.

C. Procedural History and Applications

13. The Claimant commenced these proceedings by a Claim Form dated 8 December 2025, seeking recognition and enforcement of the English Judgments in the DIFC Courts.

14. On 9 January 2026, the Defendants applied for orders staying the proceedings pursuant to Article 13(1) of the DIFC Arbitration Law and, in the alternative, challenged the Court’s jurisdiction.

15. On 20 January 2026, the Claimant applied for immediate judgment in accordance with the English Judgments.

16. On 3 February 2026, the Defendants applied to stay the Claimant’s immediate judgment application pending determination of the stay and jurisdiction applications, or alternatively to extend the time to serve evidence in response.

17. The Court directed that the Defendants’ Stay Application and the Immediate Judgment Application be heard together.

18. By the Judgment dated 2 April 2026, the Court dismissed the Defendants’ Article 13(1) Stay Application, declined to stay the Claimant’s Immediate Judgment Application, and set a timetable for filing evidence in that Application.

19. Following that Judgment, the Defendants sought an extension of time to file their evidence, pending the determination of an application for permission to appeal.

20. On 23 April 2026, the Defendants filed the PTA Application seeking permission to appeal the Judgment.

D. Applicable Legal Framework

21. An application for permission to appeal is governed by RDC 44.19. Permission may be granted only if the Court is satisfied that the appeal has a real prospect of success or that there is some other compelling reason for the appeal to be heard.

22. The Court does not determine the appeal at this stage. Its function is evaluative, namely, to determine whether the proposed grounds disclose an arguable basis for contending that the decision below was wrong, applying the applicable appellate standard.

23. The decision under challenge concerns the application of Article 13(1) of the DIFC Arbitration Law. That provision is based on and materially reflects Article 8 of the UNCITRAL Model Law on International Commercial Arbitration. It is framed in mandatory terms, requiring the Court to stay or dismiss proceedings brought “in a matter which is the subject of an arbitration agreement”, unless the statutory exceptions apply.

24. Section 8 of the Commercial Arbitration Acts enacted in each Australian State and Territory forms part of a uniform legislative scheme adopted on a Model Law basis. Those provisions are materially identical to Article 8 of the UNCITRAL Model Law and use the same critical language, including the requirement that the court refer the parties to arbitration if the action is brought “in a matter” that is the subject of an arbitration agreement.

25. The Australian authorities on section 8 are therefore directly instructive in identifying the nature of the decision required under Article 13(1). Those authorities establish that the statutory inquiry is not discretionary. The Court has no residual discretion to refuse a stay once the statutory conditions are met. Conversely, if those conditions are not met, the application must be refused. The task is therefore one of legal characterisation and application of the statutory test, rather than the exercise of a free-standing discretion.

26. At the same time, the statutory inquiry is evaluative. It requires the Court to identify the relevant “matter” in the proceedings, construe the arbitration agreement, and determine whether the controversy sought to be litigated falls within its scope. In Rinehart v Hancock Prospecting Pty Ltd (2019) 267 CLR 514; [2019] HCA 13, the High Court of Australia approached section 8 in that way, treating the inquiry as one of characterising the controversy and construing the arbitration agreement in its commercial context.

27. The Australian cases further demonstrate that the identification of a “matter” is not confined to the entire proceedings. It is sufficient that there be a substantial controversy, legally relevant to the claims or to reasonably foreseeable defences, that falls within the scope of the arbitration agreement. The inquiry is therefore directed to the substance of the dispute and the role the issue plays in the proceedings, rather than to formal pleading distinctions or the breadth of the proceedings as a whole.

28. It follows that a decision refusing a stay on the ground that the proceedings are not brought in a matter which is the subject of an arbitration agreement is to be characterised as an evaluative legal determination. It is not a discretionary judgment in which the court balances competing considerations. Rather, it involves applying legal principles to the facts to determine whether the statutory preconditions for a mandatory stay are satisfied.

29. Accordingly, an appellant seeking to challenge such a decision must establish error in the evaluative determination. That may include showing that the judge mischaracterised the relevant “matter”, misconstrued the arbitration agreement, failed to have regard to issues that were legally relevant to the claim or to reasonably foreseeable defences, or misapplied the statutory test. It is not sufficient to show that another court might have reached a different evaluative conclusion in the absence of such error.

30. In the present PTA Application, the Court’s task is therefore to determine whether the proposed grounds raise a properly arguable case that the Court erred in the evaluative application of Article 13(1), in particular by identifying the relevant “matter” and by concluding that the proceedings were not brought in a matter to which the parties had agreed to refer to arbitration.

E. The Judgment Appealed From

31. The Judgment addressed the Defendants’ Stay Application pursuant to Article 13(1) of the DIFC Arbitration Law. Consistently with the structure of that provision, the central question for determination was whether the proceedings had been brought “in a matter” which is the subject of an arbitration agreement.

32. The Court approached that question as one of characterisation of the substantive controversy in the proceedings. The Court identified the essential subject of the action as a Claim to recognise and enforce the English Judgments as a debt at common law. The Court considered that the Claimant’s cause of action did not arise under the New Payment Agreement, but from the English Judgments themselves, and that the proceedings were properly characterised as enforcement proceedings rather than as proceedings concerned with the rights and obligations arising under that agreement.

33. The Court further considered that the issues arising under the New Payment Agreement—namely whether the Claimant had complied with contractual preconditions to enforcement, and whether any contractual restraint on enforcement had been lifted— did not constitute part of the relevant “matter” for the purposes of Article 13(1). Those issues were instead characterised as anterior or “threshold” questions bearing upon the Claimant’s entitlement to relief, rather than as constituting the subject matter of the proceedings.

34. On that basis, the Court concluded that the relevant “matter” in the proceedings was confined to the enforcement of the English Judgments, and that this matter was not one which fell within the scope of the arbitration agreement contained in the New Payment Agreement. The Court therefore held that Article 13(1) was not engaged.

35. In reaching that conclusion, the Court did not treat the determination as involving the exercise of a discretion. Rather, the Court undertook an evaluative assessment of the nature of the proceedings and the relationship between the issues raised and the arbitration agreement and determined that the statutory preconditions for a mandatory stay were not satisfied.

36. Accordingly, the Court refused the Article 13(1) Stay Application, declined to stay the Claimant’s Immediate Judgment Application, and directed that the proceedings continue.

F. Grounds of Appeal

37. The Defendants advance a single ground of appeal, directed to the Court’s conclusion that the proceedings were not brought “in a matter” which is the subject of an arbitration agreement within the meaning of Article 13(1) of the DIFC Arbitration Law.

38. That ground may be formulated as follows.

39. The Court erred in law in identifying and characterising the relevant “matter” for the purposes of Article 13(1), and in concluding that the proceedings did not involve a matter falling within the scope of the arbitration agreement contained in the New Payment Agreement.

40. The alleged error is said to arise in the following respects.

41. First, the Court is said to have erred by confining the relevant “matter” to the enforcement of the English Judgments as a freestanding debt at common law, without properly recognising that, on the Defendants’ case, the Claimant’s entitlement to enforce those judgments was subject to contractual conditions under the New Payment Agreement.

42. Secondly, the Court is said to have erred by treating issues arising under the New Payment Agreement as merely anterior or “threshold” questions, rather than as part of a substantial controversy legally relevant to the Claimant’s entitlement to relief. It is said that, properly characterised, the question whether the contractual restraint on enforcement had been lifted was an integral component of the dispute between the parties.

43. Thirdly, the Court is said to have failed to properly take into account that disputes concerning the operation and effect of the New Payment Agreement were “arising out of or in connection with” that agreement and therefore fell within the scope of the arbitration clause.

44. Fourthly, the Court is said to have erred in the application of Article 13(1) by adopting an unduly narrow conception of the relevant “matter”, thereby excluding from consideration issues that, on the Defendants’ case, were substantial, legally operative, and capable of determination by arbitration.

45. Accordingly, the Defendants contend that, upon a correct identification of the relevant “matter”, the proceedings were brought in a matter which is the subject of an arbitration agreement, with the consequence that the Court was required to grant a stay under Article 13(1).

G. The Parties’ Submissions

G1 The Defendants / Appellants

46. The Defendants submit that the Court erred in its evaluative identification of the relevant “matter” for the purposes of Article 13(1) by confining the matter to the enforcement of the English Judgments and excluding from consideration issues arising under the New Payment Agreement.

47. They rely on the principles set out in Section D, namely that the Court must identify any substantial issue that is legally relevant to the claim or to a defence or a reasonably foreseeable defence and determine whether that issue falls within the scope of the arbitration agreement. In that respect, they adopt the formulation that a “matter” includes a substantial issue forming part of the controversy between the parties and capable of determination by arbitration.

48. The Defendants submit that, on the Claimant’s own case, the Claimant’s entitlement to enforce the English Judgments is subject to the contractual regime set out in the New Payment Agreement. They contend that the Claimant must show that the contractual restraint on enforcement has been lifted under that agreement to succeed in these proceedings. On that basis, they submit that the issue of contractual entitlement to enforce is not merely incidental, but forms an essential component of the Claimant’s Claim, or at least a matter legally relevant to it.

49. The Defendants further submit that the Court erred in treating that issue as a “gateway” or anterior question that could be excluded from the identification of the relevant “matter”. They contend that there is no principled basis for excluding an issue from the scope of a “matter” under Article 13(1) on the ground that it may be characterised as preliminary, if it is otherwise a substantial issue legally relevant to the claim or a reasonably foreseeable defence.

50. On that footing, the Defendants submit that the dispute over whether the Claimant is contractually entitled under the New Payment Agreement to enforce the English Judgments constitutes a “matter” within the meaning of Article 13(1) and that this matter falls within the scope of the arbitration agreement.

G2. The Claimant / Respondent

51. The Claimant submits that the Court correctly identified the relevant “matter” by reference to the substance of the proceedings, namely a claim to recognise and enforce the English Judgments as a debt at common law.

52. The Claimant contends that the Court was correct to treat the cause of action as arising from the English Judgments rather than the New Payment Agreement, and to conclude that the proceedings are properly characterised as enforcement proceedings. On that basis, it submits that issues arising under the New Payment Agreement do not define the “matter” in the proceedings.

53. The Claimant accepts that questions concerning the operation of the New Payment Agreement may arise in the proceedings but submits that the Court was entitled to characterise those questions as anterior or “gateway” issues bearing on the availability of relief, rather than as constituting the subject matter of the action.

54. The Claimant further submits that the Defendants’ approach seeks to elevate any issue that may be legally relevant to the claim into the relevant “matter”, in a manner inconsistent with the requirement to identify the substance of the controversy in the proceedings. It contends that the Court’s approach reflects a permissible evaluative judgment on the proper characterisation of the proceedings.

55. Accordingly, the Claimant submits that the proposed appeal does not identify any error in the application of Article 13(1) but impermissibly seeks to substitute a different evaluative characterisation of the dispute.

H. Whether the Appeal Has a Real Prospect of Success

56. The question for the Court at this stage is not whether the appeal will succeed, but whether the proposed ground of appeal has a realistic, rather than fanciful, prospect of success, having regard to the evaluative nature of the decision under Article 13(1) as explained in Section D.

57. In the present case, the proposed appeal raises an arguable issue about the correctness of the Court’s identification of the relevant “matter”. That issue concerns the application of the statutory test itself. The appeal is therefore directed to a question of legal characterisation, rather than to the exercise of a discretion or to a merely fact-sensitive evaluation.

58. It is reasonably arguable that the Court’s characterisation of the matter as confined to the enforcement of the English Judgments narrowed the inquiry and did not fully reflect the principles identified in the authorities summarised in Section D. It is arguable that the Court was required to consider whether the issue of contractual entitlement under the New Payment Agreement was a substantial issue legally relevant to the Claimant’s claim or to a reasonably foreseeable defence.

59. The Defendants’ contention in this respect is not confined to the abstract existence of a dispute under the New Payment Agreement. Rather, it is that, on the Claimant’s own case, the issue of contractual entitlement to enforce is a necessary step in establishing the right to the relief sought. It is therefore arguable that such an issue forms part of the relevant controversy to be identified for the purposes of Article 13(1).

60. Further, it is reasonably arguable that the Court’s classification of that issue as a “gateway” or anterior question did not, without more, justify excluding it from the identification of the relevant “matter” if it is otherwise a substantial issue that is legally relevant to the Claim. The authorities relied upon by the Defendants support the proposition that the identification of a “matter” involves an assessment of substance and legal relevance, rather than a distinction based solely on whether an issue is logically prior to the grant of relief.

61. At the same time, it must be recognised that identifying the relevant “matter” is an evaluative exercise in which reasonable minds may differ. The Court’s approach was reasoned and orthodox, focusing on the nature of the cause of action as one for the enforcement of foreign judgments. The Claimant’s submission that the issues under the New Payment Agreement arise only contingently and do not define the subject matter of the proceedings is likewise properly arguable.

62. However, the existence of competing, properly arguable approaches to identifying the “matter” indicates that the proposed appeal is not merely an attempt to re-litigate factual findings, but raises a legitimate question of principle concerning the application of Article 13(1) in enforcement proceedings subject to a subsequent contractual regime. 63. In those circumstances, the Court is satisfied that the proposed appeal has a real prospect of success.

I. Other Compelling Reason

64. In any event, the Court is satisfied that there is a compelling reason for the appeal to be heard.

65. The proposed appeal raises an important question concerning the proper application of Article 13(1) of the DIFC Arbitration Law, which is materially derived from Article 8 of the UNCITRAL Model Law, in circumstances where proceedings for the enforcement of foreign judgments are said to be subject to a subsequent contractual regime containing an arbitration agreement.

66. In particular, the appeal raises an issue as to the correct identification of the “matter” for the purposes of Article 13(1), where a party’s entitlement to relief is said to depend upon the satisfaction of contractual preconditions falling within the scope of an arbitration agreement. This is a question of principle which arises from the interface between the statutory framework for mandatory stays and the substantive characterisation of the dispute.

67. The Defendants submit that the conclusion reached in the present case may be said to sit uneasily with recent authority of the Singapore International Commercial Court in DKB v DKC [2025] SGHC(I) 11, in which a stay was granted in favour of arbitration in circumstances where enforcement was said to be subject to a subsequent contractual regime. Without expressing any concluded view on that submission, the Court considers that the extent to which issues concerning contractual limits on enforcement form part of the relevant “matter” is a question on which appellate guidance would be of assistance.

68. More generally, the issue has potential implications beyond the present case. It bears upon the coherence of the DIFC Courts’ application of Model Law principles with that of other leading common law courts and international commercial courts, and upon the predictability of the approach to arbitration agreements in the DIFC.

69. In those circumstances, the Court is satisfied that the proposed appeal raises a point of sufficient general importance to constitute a compelling reason for the appeal to be heard.

J. Disposal

70. For the reasons set out above, the PTA Application is granted.

K. Costs

71. The Defendants seek their costs of the PTA Application.

72. The Claimant submits that, if permission to appeal is granted, the costs of the PTA Application should be reserved to the Court of Appeal or otherwise treated as costs in the appeal.

73. In circumstances where permission to appeal has been granted and the issues raised are to be determined substantively by the Court of Appeal, the Court considers that the appropriate course is to reserve the costs of the PTA Application. The ultimate incidence of those costs is more appropriately determined by the appellate court having regard to the outcome of the appeal and the parties' respective success.

74. Accordingly, the costs of the PTA Application are reserved to the Court of Appeal.

L. Orders

75. The Court will order: