Claim No: CFI 094/2024

In the name of His Highness Sheikh Mohammad Bin Rashid Al Maktoum, Ruler of Dubai

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

DIMENSION B+ LTD

Claimant

and

SALEH ABDELKARIM HUSSAIN ABDELRAHMAN ALMAAZMI

Defendant

JUDGMENT OF H.E. JUSTICE SHAMLAN AL SAWALEHI

UPON hearing Counsel for the Claimant at the Trial held before H.E. Justice Shamlan Al Sawalehi on 29 June 2026, at which the Defendant and his interpreter failed to attend despite service of the Trial listing information and confirmed prior attendance (the “Trial”)

AND UPON the Claimant’s witness, Ms Tatiana Badih Khoury, providing affirmed evidence at the Trial

AND UPON considering the submissions on Court file

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

IT IS HEREBY ORDERED THAT:

1. The Claim is partly granted.

2. The Defendant shall, within 14 days of the date of this Judgment:

3. The Defendant shall pay the Claimant's costs of the Claim. The Claimant shall file its Statement of Costs not exceeding 4 pages within 5 days of the date of this Judgment.

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

Introduction

1. This is the Judgment following the Trial of the Claim by Dimension B+ Ltd (the "Claimant") against Saleh Abdelkarim Hussain Abdelrahman Almaazmi (the "Defendant") for specific performance of a Nominee Agreement dated 1 May 2021 (the "Nominee Agreement"), by which the Defendant agreed to hold shares in Antika Facilities Management Services LLC ("Antika") as bare nominee for the Claimant's benefit.

2. The Claimant seeks an order compelling the Defendant to transfer his remaining 25% legal shareholding in Antika to the Claimant, together with ancillary relief.

3. The Defendant resists the Claim and counterclaims for declarations that he is the true beneficial owner of 25% of Antika's shares and entitled to 20% of its net profits, pursuant to a notarised amendment to Antika's Memorandum of Association dated 10 March 2022.

4. The Defendant did not attend the Trial, did not give evidence, and was not represented. For the reasons set out below, the Claim is partly granted.

Background

5. Antika was incorporated on 6 October 2020, under the original Memorandum of Association (the "MoA"), the Defendant was recorded as holding 51% of Antika's shares, in accordance with the then-mandatory requirement under Article 10 of UAE Federal Law No. 2 of 2015 that a UAE national hold not less than 51% of the shares of an onshore limited liability company.

6. A first amendment to the MoA dated 17 January 2021 recorded shareholdings as: the Claimant 22%, the Defendant 51%, Luxury Restaurant Retail Limited 22%, and Dmitry Sinyukov 5%.

7. On 1 May 2021, the Claimant and the Defendant executed the Nominee Agreement, which recorded that the Defendant held his registered shares as bare nominee for the Claimant as beneficial owner, and provided, among other things, for the automatic transfer of the Defendant's shares to the Claimant once UAE law permitted full foreign ownership.

8. Federal Decree-Law No. 26 of 2020 removed the requirement of majority UAE-national ownership, coming into force on 1 June 2021, with a statutory grace period for compliance expiring on 26 March 2022.

9. On 10 March 2022, the partners of Antika executed a notarised "Contract for the Sale and Assignment of Shares and Amendment to the Memorandum of Association" (the "March 2022 Documents"), by which the Defendant's recorded shareholding was reduced from 51% to 25%, to accommodate the admission of three new investors.

10. On 2 September 2022, the Department of Economy and Tourism (the "DET") issued a follow-up receipt recording the Defendant's remaining 25% interest in Antika reflecting an approved and pending transfer of that interest. The Defendant did not attend the scheduled notarisation to complete that transfer.

11. The Claimant issued its Claim Form and Particulars of Claim on 17 December 2024, seeking specific performance to transfer the shares, alternatively damages of AED 4,750,000, together with ancillary relief. Following an order for alternative service by email dated 13 March 2025, Default Judgment was entered on 27 May 2025.

12. On 4 June 2025, the Defendant applied to set aside the Default Judgment, at that time alleging that his signature on the Nominee Agreement had been forged, and filing a criminal complaint to that effect, which was administratively dismissed on 10 June 2025.

13. On 19 June 2025, H.E. Justice Nassir Al Nasser set aside the Default Judgment and directed the Defendant to file any jurisdictional challenge by way of a Part 23 application.

14. At the hearing of that Jurisdictional Challenge Application on 17 September 2025, the Defendant, through then Counsel, withdrew the forgery allegation and conceded unconditionally that he had signed the Nominee Agreement in wet ink.

15. In the Jurisdictional Challenge Order, I dismissed the Jurisdictional Challenge.

16. The Defendant filed his Defence and Counterclaim on 11 November 2025, advancing a materially different case, that he had signed only the final page of the Nominee Agreement without reading or understanding pages 1 to 7, that his consent was vitiated by misrepresentation and undue influence, that the Agreement was contrary to public policy, and that in any event the March 2022 Documents superseded it.

17. He counterclaimed for a declaration of beneficial ownership of 25% of Antika's shares and entitlement to 20% of its net profits. The Claimant filed its Reply to Defence and Defence to Counterclaim on 28 November 2025, denying the Counterclaim in its entirety and seeking its strike-out.

18. Following a Case Management Conference on 29 January 2026, I issued a Case Management Order on 5 February 2026 giving directions for disclosure, exchange of witness statements, and trial.

19. The Claimant's List of Issues, served 22 January 2026, was not the subject of any proposed revision by the Defendant within the time permitted, and accordingly stands as the agreed list of issues in these proceedings.

20. At the Pre-Trial Review, the Defendant's Counsel indicated that he would not be instructed for the Trial. The Trial proceeded, as directed, by way of a one-day virtual hearing on 29 June 2026.

The Claimant's Submissions

21. The Claimant's case, as pleaded and as developed in written and oral submissions at the Trial, may be summarised as follows.

22. The Nominee Agreement is a valid, binding, and fully executed contract. Clause 1.1 appoints the Defendant as nominee holder of legal title to the Nominee Shares; Recital (d) and Clause 1.5 record the Claimant, together with the other beneficial owners, as entitled to the underlying beneficial interest; Clause 3.2 precludes the Defendant from any claim to dividends or distributions and requires him to account for any received; Clause 1.6 entitles the Claimant to an "automatic and immediate transfer of all or any of the Nominee's shares without any consideration" once UAE law permits foreign ownership; Clause 1.3 provides that the Agreement prevails over Antika's MoA in the event of any inconsistency; and Clause 18 requires any variation to be in writing and executed by both parties. Clauses 19 and 20 confer exclusive jurisdiction and governing law on the DIFC.

23. The Defendant's case on validity has shifted three times from an allegation of forgery (later withdrawn), to an unqualified admission of signature made through Counsel on 16 September 2025, to his present, unparticularised contention that he signed only the final page without reading or understanding the remainder.

24. The Claimant submits that his admission is conclusive and that, in any event, a party who signs the execution page of an integrated written agreement is bound by its terms as a whole.

25. The Claimant submits the March 2022 Documents did not and could not supersede the Nominee Agreement. They amend a different instrument (Antika's MOA), contain no reference to, still less any purported variation of, the Nominee Agreement, and post-date it without complying with Clause 18.

26. The Claimant further submits the DET record of 2 September 2022, showing the Defendant's 25% interest as "To Be Cancelled" corroborates the Claimant's position that the March 2022 Documents reflected an interim, administrative allocation pending completion of the transfer contemplated by Clause 1.6, not a final reallocation of beneficial entitlement.

27. The Defendant's conduct after March 2022 is consistent with an acknowledged obligation to transfer his shares. His voice message of 3 October 2022 records that he would "not transfer it to the company" until certain unrelated payments were made to him. This is considered an implicit acknowledgment of an obligation to transfer, conditioned only on unrelated monetary demands, not a denial of any obligation to transfer at all. His only written articulation of a monetary claim appeared in an email of 22 January 2024, in which he asserted a claim for AED 480,000, without any supporting breakdown. That claim was never substantiated despite repeated requests and was not pursued further in these proceedings. Instead, an entirely different and equally unparticularised claim to 20% of Antika's profits was advanced for the first time in the Defence and Counterclaim filed in November 2025.

28. The Claimant further argues that the Defendant held identical nominee shareholdings, on materially identical terms, in two other group entities and in both cases transferred his shares in full, without payment, and without objection, when called upon to do so.

29. As to the Counterclaim, the Claimant submits that it is misconceived even on its own terms. if the Defendant has any entitlement to a share of Antika's profits, the obligor of that entitlement would be Antika itself, not the Claimant, which is merely a fellow shareholder in Antika and has no contractual or corporate obligation to account to the Defendant for Antika's profits.

30. The Claimant seeks specific performance as its primary relief, together with a declaration that the Nominee Agreement is valid and binding, dismissal of the Counterclaim, and its costs.

The Defendant's Submissions

31. The Defendant's pleaded case, as set out in his Defence and Counterclaim dated 11 November 2025 and his First and Second Witness Statements, is as follows.

32. The Defendant admits signing the Nominee Agreement but only on its final page; he denies that pages 1 to 7 were read, explained, or discussed with him, and denies understanding himself to be agreeing to the obligations recorded on those pages.

33. The Defendant contends that his consent to the Agreement, if and to the extent it bound him at all, was vitiated by misrepresentation and undue influence, and that the Agreement is void as contrary to public policy, in that it was designed to conceal the true beneficial ownership of Antika's shares from the UAE authorities in circumvention of anti- money laundering and ultimate-beneficial-owner disclosure requirements then in force, and in circumvention of the 51% UAE-national ownership requirement under Federal Law No. 2 of 2015.

34. The Defendant contends that the March 2022 Documents, being the most recent instrument executed by the parties before a notary, with their contents read and explained to him, represent the parties' final and binding agreement as to his 25% shareholding and 20% profit entitlement in Antika, superseding any earlier nominee arrangement.

35. The Defendant further contends that his shareholding was not held as nominee but was earned in consideration of his contributions to Antika's establishment and operation. Which were evidenced by attending licensing authorities, negotiating Antika's premises, and acting as the registered UAE national partner bearing personal regulatory exposure. He denies that his PRO employment and associated salary payments, made through separate group entities, relate to or are consideration for his shareholding in Antika.

36. The Defendant denies that his October 2022 communications concerning "Theater" relate to Antika, contending that they concerned separate group entities. He denies acknowledging any obligation to transfer his Antika shares without consideration and asserts that the Claimant made no demand concerning Antika prior to its written notice of 10 June 2024.

37. By his Counterclaim, the Defendant seeks a declaration that he is the beneficial owner of 25% of Antika's shares and entitled to 20% of its net profits, an order for accounts, payment of his ascertained profit share, damages, and costs.

Discussion

38. The Trial was listed as a one day hearing on 29 June 2026. The Defendant had, shortly before the Trial, confirmed his intended attendance and that of an interpreter arranged by him, and had been sent the Trial link. Despite this, neither the Defendant nor his interpreter joined the Trial. The Registry made repeated attempts to contact the Defendant, without success. I waited a reasonable period beyond the scheduled start time before directing that the Trial proceed in the Defendant's absence. The Claimant was represented by Counsel, who made oral submissions summarising the Claimant's case and addressing the Defendant's pleaded Defences and Counterclaim.

39. In the course of submissions, Counsel for the Claimant fairly acknowledged that the reference to "Theater" in the Defendant's WhatsApp voice message exchanges of 3 October 2022 could not be said with certainty to refer to Antika itself, as opposed to Theater Ltd, one of the incoming investor entities admitted to Antika's shareholding in March 2022, or to some other associated entity. I return to this below.

40. Counsel further confirmed, and I accept as unchallenged evidence, that the Defendant's equivalent nominee shareholdings in other companies were transferred without payment or objection when called upon, and that any onshore Dubai Courts proceedings commenced by the Defendant in relation to this dispute have since concluded, with no proceedings currently pending.

Issues for Determination

41. The agreed List of Issues identifies the following matters for determination:

Legal Framework

42. The Nominee Agreement is governed by DIFC law pursuant to Clause 20, and the DIFC Courts have jurisdiction pursuant to Clause 19 of the Agreement and Article 5(A)(2) of the Judicial Authority Law, Dubai Law No. 12 of 2004, on the basis of the parties' opt-in agreement. That jurisdiction was upheld by my Jurisdictional Challenge Order and has not been the subject of any further challenge.

43. Under the DIFC Law No. 6 of 2004 (“DIFC Contract Law”) no particular form is required for the conclusion of a contract (Article 9); a contract validly entered into is binding upon the parties (Article 10); a contract is concluded by acceptance of an offer (Article 14); and acceptance may be indicated by conduct (Article 19(1)).

44. Furthermore, under the DIFC Contract Law, non-performance consists of a failure by a party to perform any one or more of its obligations under the contract, including defective or late performance (Article 77). Under Article 84, an aggrieved party may require performance of a non-monetary obligation, save where performance is unlawful or impossible, would be unreasonably burdensome or expensive, could reasonably be obtained from another source, is of an exclusively personal character, or is not required within a reasonable time of the aggrieved party becoming aware of non-performance. None of those exceptions arises on the facts of this case, the transfer of shares in Antika is neither unlawful (DET has approved it) nor impossible, is not of an exclusively personal character (it may be affected through relevant UAE authorities in default), and has been sought within a reasonable time of the Defendant's continuing refusal.

45. Under the DIFC Law No. 7 of 2005 (the “DIFC Law of Damages and Remedies”), the Court may grant a mandatory injunction compelling performance (Article 38) and specific performance of a contractual obligation (Article 39).

46. It is a general and well-established principle, applicable under DIFC law as elsewhere, that a party who signs an integrated written agreement is bound by its terms, whether or not he has in fact read or understood them, in the absence of an established vitiating factor such as fraud, misrepresentation, duress, or a fundamental mistake as to the nature of the document signed. An assertion of non-reading or non-understanding, unaccompanied by particulars of any recognised vitiating factor, does not of itself displace that principle.

Analysis

Validity of the Nominee Agreement and the effect of the Defendant's signature (Issues 1 and 4)

47. I am satisfied that the Nominee Agreement is valid and binding, and that the Defendant is bound by its terms in their entirety.

48. The Defendant's own evidence confirms that the document presented to him for signature was, and was understood by him to be, the complete Nominee Agreement; his evidence is that he "signed the document on the final page only," a statement which itself presupposes his awareness that the document comprised more than a single page. His case, at its highest, is that he did not read or ask to have explained to him the content of pages he knew to form part of the document he was executing.

49. That is not a basis, under DIFC law or as a matter of general contractual principle, for treating the Agreement as invalid or non-binding. The final page of the Nominee Agreement contains the words "in witness whereof this agreement has been executed by the Parties" and the Defendant's signature beneath those words constitutes, as a matter of construction, an unequivocal act of acceptance of the entire integrated instrument, consistent the DIFC Contract Law. There is no requirement under DIFC law that each page of a written contract bear a separate signature or initial for the contract, as a whole, to be valid and binding.

50. This conclusion is reinforced by the Defendant's own unqualified admission, made through Counsel at the hearing of 17 September 2025, that he "did sign the Nominee Agreement" that "the signature was in wet ink," and that "there was no fraud in respect of the nomination agreement." That admission was made without qualification as to pages, understanding, or circumstances of signing, and stands in direct and unexplained conflict with the account he now advances.

51. Having regard to the sequence of positions taken by the Defendant in these proceedings, an allegation of forgery, followed by an unqualified admission of signature, followed by the present, qualified account. I find his final account to be an unreliable and belated attempt to avoid the consequences of an agreement he has already admitted to having signed.

52. As to vitiated consent, the Defendant's pleaded case of misrepresentation and undue influence is wholly unparticularised. No specific representation is identified, nor is it said when, by whom, or in what terms any such representation was made, nor how the Defendant relied upon it to his detriment. A defence of this character, unsupported by particulars or evidence, cannot displace a signed, integrated written agreement, and I find that no vitiating factor affecting the validity of the Defendant's consent has been established.

53. As to illegality and public policy, I am not satisfied that any proper basis has been made out for treating the Nominee Agreement as void. The Agreement is a private, bilateral contract between the Claimant and the Defendant, governed by DIFC law, regulating the parties' internal beneficial-ownership relationship. Far from concealing an intended circumvention of UAE ownership restrictions, Clause 1.6 expressly anticipates and provides for a lawful transfer of the Defendant's shares once, and only once, UAE law came to permit full foreign ownership, a mechanism entirely consistent with, rather than contrary to, the subsequent change in UAE federal law.

54. No regulatory finding, sanction, or enforcement action arising from the Agreement has been pleaded or evidenced, and the Defendant's assertions concerning anti-money laundering and beneficial-ownership disclosure requirements remain unparticularised as to who was misled, when, and how. I find that the Defendant has failed to establish any public policy or illegality defence.

Whether the March 2022 Documents supersede the Nominee Agreement (Issues 2 and 5)

55. I find that the March 2022 Documents did not supersede, vary, or extinguish the Nominee Agreement, for the following reasons.

56. First, Clause 1.3 of the Nominee Agreement provides expressly that its terms prevail over Antika's MoA in the event of any inconsistency between them. This is a clear expression of the parties' contractual intention as to priority between the two instruments, agreed at the outset of their relationship.

57. Second, Clause 18 of the Nominee Agreement provides that no variation of the Agreement is valid unless made in writing and executed by both parties. The March 2022 Documents do not purport to amend, vary, or refer to the Nominee Agreement at all; on their face, they are an amendment to Antika's MoA, a distinct instrument operating on a different legal plane, namely as between Antika, its shareholders, and the relevant UAE regulatory authorities, rather than as a private, bilateral allocation of beneficial entitlement between the Claimant and the Defendant. An amendment to a company's constitutional document does not, without express language to that effect, operate to vary a separate private contract between two of its shareholders, and no such language appears in the March 2022 Documents.

58. Third, this construction is corroborated by the contemporaneous regulatory record. The DET follow-up receipt of 2 September 2022 records the Defendant's remaining 25% interest as "To Be Cancelled" a status directly inconsistent with the March 2022 Documents having been intended, or understood by the parties at the time, as a final and static allocation of the Defendant's beneficial entitlement. Rather, it corroborates the Claimant's account that the March 2022 Documents represented an interim, transitional step in an evolving compliance process, undertaken to accommodate incoming investors pending the completion of the full transfer contemplated by Clause 1.6 of the Nominee Agreement.

59. Fourth, even accepting the Defendant's account of his contributions to Antika's establishment and operation at its highest, this does not assist him. Those contributions, even if factual, cannot retrospectively vary an agreement, executed on 1 May 2021, whose Clause 3.2 expressly and unambiguously precludes the Defendant from asserting any claim to dividends, distributions, or other benefits accruing on the Nominee Shares, in exchange for a fixed annual fee of AED 15,000.

60. If the Defendant considers that Antika owes him remuneration or compensation for services rendered to it beyond that fee, any such claim would properly lie against Antika itself, and not against the Claimant, which is a fellow shareholder and not the obligor of any such entitlement.

Construction and effect of Clause 1.6 (Issue 6)

61. On its plain and ordinary meaning, Clause 1.6 entitled the Claimant to "an automatic and immediate transfer of all or any of the Nominee's shares without any consideration up to the maximum percentage allowed under the law" upon the relevant change in UAE law. That change took effect on 1 June 2021, with a grace period for compliance expiring 26 March 2022. The clause was triggered accordingly, and the Defendant's obligation to transfer his remaining shares arose independently of any further demand, although the Claimant in fact made repeated informal requests from around October 2022 and issued a formal written demand on 10 June 2024.

62. DET's approval on 2 September 2022 of the complete transfer of the Defendant's remaining 25% interest confirms that the transfer contemplated by Clause 1.6 was both lawful and capable of immediate implementation. The Defendant's refusal to attend the scheduled notarisation, and his continued refusal following the Claimant's formal demand, constitutes non-performance within the meaning of Article 77 of the DIFC Contract Law.

The parties' conduct and the credibility of the competing accounts (Issue 3)

63. I am mindful that the Defendant did not attend the Trial and was therefore not cross- examined, and that Ms Khoury's evidence, while affirmed and confirmed as true, was similarly untested by cross-examination in circumstances where no opposing party or representative was present to challenge it. I have approached the competing accounts with appropriate caution, giving weight to the contemporaneous documentary record rather than assertions unsupported by it.

64. As Counsel for the Claimant candidly acknowledged, the reference to "Theater" in the voice message exchanges of 3 October 2022 cannot, without more, be treated as a clear and unambiguous reference to Antika, given the existence of "Theater Ltd" as a separately identified investor entity in Antika's own 2022 restructuring. I make no finding as to what those particular exchanges concerned and place no weight upon them in reaching my conclusions.

65. That qualification does not, however, undermine the Claimant's case, which rests on a firmer and broader evidentiary foundation. The Defendant's own message of 3 October 2022 records that he would not transfer "it" to "the company" until he had received certain outstanding monies, a statement consistent with an acknowledged, obligation to transfer, conditioned on unrelated payment demands, and inconsistent with any assertion of an independent beneficial entitlement to shares he considered genuinely his own.

66. The Defendant's sole written articulation of a monetary claim, his email of 22 January 2024 asserting AED 480,000, was never particularised despite repeated requests and simply disappeared from his case once these proceedings commenced, to be replaced by an entirely different, unparticularised claim to 20% of Antika's profits, raised for the first time in his Defence and Counterclaim more than three years after the events said to give rise to it. I find this progression difficult to reconcile with a genuine, contemporaneously understood entitlement to profits, and more consistent with a claim constructed for the purposes of resisting these proceedings.

67. I further accept the unchallenged position that the Defendant held equivalent nominee shareholdings in two other group entities and, in both cases, transferred them in full, without payment, and without objection or any assertion of a competing beneficial claim. That consistent pattern of conduct across comparable arrangements is, in my judgment, cogent corroboration of the Claimant's case that the Defendant's role in respect of Antika was, and was understood by him to be, that of a nominee holder of legal title only.

68. Having regard to the whole of the evidence, and in particular the Defendant's materially inconsistent positions over the course of these proceedings, his failure to attend the Trial and submit to cross-examination despite confirmed attendance beforehand, the absence of any documentary corroboration for his account of a freestanding 25%/20% entitlement, and the strength of the contemporaneous documentary record supporting the Claimant's case, I accept the Claimant's account of the parties' conduct and dealings.

Counterclaim

69. For the reasons given above, the Counterclaim fails on the merits: the Nominee Agreement continues to govern the parties' rights as between themselves, the March 2022 Documents did not supersede it, and Clause 3.2 of the Nominee Agreement expressly precludes any claim by the Defendant to dividends, distributions, or profits of Antika.

70. The Counterclaim fails, independently, for the further reason that it is misdirected. Even if the Defendant was entitled, as against some party, to 25% of Antika's shares and 20% of its net profits, the obligor of any such entitlement would be Antika itself, as the entity whose shares and profits are in issue, and not the Claimant, which is merely a fellow shareholder in Antika and bears no contractual or corporate obligation to account to the Defendant for Antika's profits or to recognise any beneficial entitlement in Antika's share capital. The Counterclaim, as against this Claimant, discloses no proper cause of action and is dismissed accordingly.

71. Having found that the Nominee Agreement is valid and binding, I am satisfied that specific performance is the appropriate remedy. An award of damages would be an unnecessary substitute for the relief the Claimant is properly entitled to receive, namely the shares themselves, I therefore will not quantify or award damages, whether in the alternative or otherwise, specific performance being the just and sufficient remedy in the circumstances.

72. I therefore order that the Defendant transfer his remaining shareholding in Antika to the Claimant, execute all necessary documentation, and deliver all relevant certificates and instruments, within 14 days.

Costs

73. The Claimant has succeeded on the Claim and in defending the Counterclaim. The costs of the applications determined by way of the Order of H.E. Nassir Al Nasser setting aside the Default Judgment and the Jurisdictional Challenge Order were reserved to be dealt with in the case and at the Trial respectively. Applying the ordinary principle that costs follow the event, the Defendant shall pay the Claimant's costs of the Claim and the Counterclaim, including those reserved costs.

74. The Claimant shall file its costs submissions not exceeding 4 pages within 5 days of this Judgment.