Claim No. CFI 110/2025

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURT

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

IN THE COURT OF FIRST INSTANCE

BETWEEN

KARTHI KEYAN VENKATARAMANA

Claimant

and

AHMED MOHAMMAD ABDUL RAHMAN ALI

Defendant

JUDGMENT OF H.E. JUSTICE SIR JEREMY COOKE

UPON the Claimant’s Part 7 Claim Form and Particulars of Claim dated 20 November 2025 and Amended Particulars of Claim dated 30 January 2026

AND UPON hearing Counsel for the Claimant and Counsel for the Defendant at the Trial held before H.E. Justice Sir Jeremy Cooke on 6 to 7 July 2026 (the “Trial”)

IT IS HEREBY ORDERED THAT:

1. The Defendant shall pay the Claimant the sum of AED 5 million plus interest at 9% per annum compounded quarterly from 27 June 2017 to the date of payment.

2. The Defendant shall pay the Claimant his costs, to be the subject of assessment if not agreed.

Issued by:
Hayley Norton
Assistant Registrar
Date of issue: 15 July 2026
At: 3pm

Introduction

1. There are two central issues in this claim for sums due under a Loan Agreement and Promissory Note incorporated therein, both dated 11 December 2014. Notwithstanding the existence of a Receipt of the same date signed by the Defendant, the Defendant denies receipt of the sum allegedly loaned. The first central issue therefore is whether or not he did receive that money. The second issue is whether the claim is time-barred or not in relation to which it is said that the Defendant is guilty of fraud or deliberate concealment within the meaning of section 32 of the English Limitation Act. The matter came before me at a trial which took place on 6 and 7 July 2026.

2. The Claimant resides in Dubai as does the Defendant. I heard evidence from these two and the former’s wife (“Mrs Kavita”) and the individual who introduced the Claimant to the Defendant on an uncertain date but which, I find, is likely to have been in 2014, namely Mr Prakash Jayaraman (“Mr Prakash”). The evidence of the latter two witnesses was limited, but both attested to their witnessing the signing of loan documents by the Claimant and Defendant. The oral evidence of the Claimant and the Defendant went largely to the question of delivery/receipt of the AED 5 million in cash which was said to have taken place about one hour after the signature of the loan documents at the Defendant’s offices when only the two of them were present. There was however a sequence of intermittent WhatsApp exchanges over a period of years which were said to relate to the loan and its repayment and on which the Defendant and the Claimant were cross examined.

3. Although both parties obtained evidence from handwriting experts, by agreement neither party called their expert, nor tendered them for cross examination. Essentially this was because both experts agreed that the signatures on the Loan Agreement, the Promissory Note and the Receipt were the genuine signatures of the Defendant. In the Amended Defence, the Defendant did not deny signing the Loan Agreement of which the Promissory Note formed a part but he did deny signing the Receipt of the same date.

4. Whilst the Defendant’s expert expressed the opinion that the signatures on both original copies of the Receipt which he saw were executed prior to the text above it being added, this was an opinion unsupported by any analysis of the ink used or comparison with an official database, as that expert expressly accepted at paragraph 46 of his report. He himself said that in the absence of such a database in UAE Laboratories, no conclusion could be reached on that point and as the Claimant’s expert pointed out, the hypothesis necessarily required that an already signed sheet of paper, bearing wet ink should subsequently be fed through a printer for the text to be applied thereafter which process would be expected to leave detectable artefacts on or adjacent to the signature, including flattening of the ink line under the heat and pressure of laser toner fusing, marginal toner contamination or other thermal effects on the wet ink stroke.

5. In his written evidence, the Defendant said that he had no recollection of signing the Receipt, which did not sit happily with the denial of signature in the Defence.

6. It was common ground between the parties that the Defendant signed the Loan Agreement dated 11 December 2014, that the Promissory Note formed part of the Loan Agreement, that the Claimant made repeated demands for repayment and that the parties met on 22 May 2025.

The Loan Documentation

The Loan Agreement

7. It is not necessary to set out the terms of the Loan Agreement in extenso but it is worth noting that the 16 page document was signed on every page by the Defendant as well as by the Claimant. Annexure A consisted of a Demand Promissory Note dated, like the Loan Agreement, “11/12/2014” with an attached Schedule No. 1 which set out the advance made of AED 5 million in a “Grid” which was also signed by the Defendant. Under the execution section of the Loan Agreement, commencing with the words “in witness whereof the parties have executed and delivered… this Agreement” appeared the following words in the Claimant’s manuscript, with the Claimant and Defendant’s signatures alongside: “Made in 3 copies. One copy to the lender, one copy to the Borrower and one copy to the lender’s principal”.

8. In the recitals to the Loan Agreement, it was recited that the Lender (the Claimant) had reportedly expressed to the Borrower (the Defendant) his desire to invest funds whilst the Borrower was willing to accept the funds and return them in accordance with the terms of the Agreement. The Loan Agreement, which was expressly governed by English Law without regard to its conflict of law rules and provided for the exclusive jurisdiction of the DIFC Courts, included the following:

9. Clause 5.5 required the Borrower to deliver to the Lender within 30 days after the end of each fiscal quarter showing his financial position and such other additional information regarding the financial position or business of the Borrower as the Lender might reasonably request, whilst clause 5.6 provided for rights of inspection of his books of accounts and records, which were to be maintained under clause 5.10.

The Promissory Note

10. The Promissory Note was in customary form and provided:

“For value received, the undersigned unconditionally promises to pay, to Karthi Keyan Ventakararaman, (the “Lender”) or to its order, at its offices at the [sic] 5,000,000 (Dirhams Five million only), the principal amount, made by the Lender to the undersigned, all as recorded by the Lender on the grid on the reverse hereof (the “Grid”) in accordance with the terms of a loan agreement (the “Loan Agreement”) dated 11/12/2014 between the Lender and the undersigned, as the said agreement may be amended from time to time.”

11. The Promissory Note was also governed by English Law and the Grid on its reverse set out the date of the loan, the amount of AED 5 million, the amount paid, the total principal outstanding alongside which appeared the Defendant’s signature.

The Receipt

12. Above the signature of the Defendant, appear the following on the two original copies of the Receipt made available to the Court:

Was AED 5 million handed over?

13. It will be noted that, regardless of the Receipt, the Defendant, who admittedly signed the Agreement and the Promissory Note, including specifically the Grid attached to it, acknowledged thereby receipt of AED 5 million on the date of the Loan Agreement. It is said that this is not evidence of the receipt of the money since, even on the Claimant’s own evidence, no money was handed over before or at the time of signature, but only an hour later as a separate meeting between the two of them.

14. The Claimant relies upon well-established principles of English Law that where parties agree in their contract that a particular state of affairs is to be treated as established between them, neither may afterward deny it, whether or not it is objectively true and without proof of reliance beyond entry into the contract in question. For these principles, reliance is placed upon Prime Site Limited v Lavarello [2013] UKPC 22 at [45]-[47] and Springwell Navigation Corp v J B Morgan Chase Bank [2010] EWCA Civ 1221 per Aikens J (as he then was).

15. I consider these statements of principle to be good law, but I do not need to rely upon them in circumstances where I find that AED 5 million was handed over at the subsequent meeting between the Claimant and the Defendant about an hour later.

16. The Defendant was a most unsatisfactory witness whose evidence I was unable to accept in relation to the events of 11 December 2014 and whose explanations for signing the loan documentation and for the exchanges of WhatsApp messages were not credible. I do not accept that he did not know the contents of the documents he signed and that he was unaware that he signed a receipt for AED 5 million or has signed the other documents which specifically stated that he had received that sum. If he did not receive the sum in question, he would have been saying that, loud and clear, within a matter of hours of the signature of the loan documentation and certainly would have said so when asked for repayment over many years thereafter. He never did say that until 22 May 2025.

17. The Defendant denied any receipt of the money and said that there was no written record of its provenance or its delivery to him. He would not have received money in cash without knowing its source and would not be able to deposit anything in excess of AED 50,000 in his bank without evidence of its provenance. There were no written records of provenance and the Defendant asked rhetorically why, if he had received such money, was it left outstanding for over 10 years. His Counsel relied on the absence of any evidence from Mr Yuvaraj Kachiappan, who was the alleged source of the funds advanced. He had failed to respond to a witness summons issued by the Defendant, which of course, the Court had no power to enforce because he resided in India and which was set aside in an order of 19 June 2026 for that and other reasons, one of which was the lack of any pleaded case of inability on the part of the Claimant to make such a loan, a point made earlier by the Court in the context of disclosure. Evidence of the delivery of money was a critical issue but it was never alleged that the Claimant was not in a position to lend that sum. Where that money came from was not material to the issues to be decided, as such, but as the Claimant’s case was that the loan was provided in cash, it is unsurprising that records of its provenance were limited. The fact that Mr Yuvaraj Kachiappan was not called by the Claimant to give evidence is not a matter from which any inference can be drawn as to the absence of provision of the money to the Defendant in the circumstances described below and in particular when the terms of the Receipt and the execution clause of the Loan Agreement are taken into account.

18. It was the evidence of the Claimant that the source of funds was Mr Kachiappan, who was a business associate of his who lived in India and provided the money in cash. They were business partners who trusted each other so that there was nothing in writing passing between them but they had multiple phone calls about the opportunity which the Defendant had presented to the Claimant for investment in real property in Dubai. Mr Kachiappan had wanted to make a bank transfer but it was the Defendant who said he needed cash to take up the opportunity urgently to invest in real estate. The Claimant obtained bank statements from Mr Kachiappan for the purpose of these proceedings which showed that the latter was a man of substance but did not show that any sum representing AED 5 million was withdrawn from his bank accounts at the relevant time. The Claimant said that he had received the money in cash at his offices on 10 December 2014 from one of Mr Yuvaraj Kachiappan’s associates. He took the money home where he kept it overnight. It was the Defendant who had asked for the money in cash and it was said that, back in 2014, payments for real estate were not infrequently made in cash. One of the main problems with cash transactions which are frowned upon, obviously is that records are almost by definition, limited or non existent. In fact, it is this upon which the Defendant has played in making his defence saying that a paper trail ought to exist.

19. None of the witnesses say that money was handed over at the time of signature of the loan documentation, but the evidence of Mrs Kavita was that she saw the Defendant sign each page of the Loan Agreement and the separate document described as a receipt. The Claimant’s evidence was to the same effect. Mr Prakash’s evidence was that he witnessed the Defendant sign documents but did not note whether he signed the Promissory Note, the Grid or the Receipt. It was the signature to the Loan Agreement that he specifically witnessed as shown by his own signature as such a witness on the last page of the Loan Agreement itself. He said he took no interest in the transaction itself, did not note what the parties to it said or did and never saw any cash handed over. On the Claimant’s evidence, at the meeting on 11 December 2014, the Defendant had produced his cheque book, which had no “leaves” in it, saying he would produce a cheque within a couple of days. Despite being pressed for a short while thereafter, he never did produce the cheque and the Claimant gave up asking. The Defendant gave no contrary evidence on this point.

20. It is clear from the manuscript addition to the execution page of the Loan Agreement, that 3 originals of the Loan Agreement, of the Promissory Note and Grid, and of the Receipt must have been signed, the self- evident reason for that being the need for the Claimant, the Defendant and Mr Kachiappan each to have a copy. Mr Kachiappan must be the person referred to as the lender’s principal, as reinforced by the terms of the Receipt. It is of limited consequence who initiated the transaction but for reasons which appear hereafter, I prefer the evidence of the Claimant to that of the Defendant. The same applies to the issue as to which party desired the advance to be made in cash. Whatever the underlying reason, the Defendant not only acknowledged receipt but must have known the source of the funding because of these documentary references to Mr Yuvaraj Kachiappan, as the Claimant confirmed in his evidence. The Defendant’s evidence was that the Claimant took all the copies away with him but as he was only able to produce two copies on disclosure for the experts to examine, and the reason for three copies is self evident, it appears inconceivable to me that the Defendant did not retain a copy of each which he has failed to produce.

21. The evidence of the Claimant was that, following the execution of these documents, in the presence of Mr Prakash and Mrs Kavita, who signed the Loan Agreement as witnesses, he drove his wife to their home (about 20 minutes away in good traffic) so that she could pick up their daughter from school. There he collected a rucksack with AED 5 million in cash from home and took it back to the Defendant’s office, where he handed it over in a brown coloured rucksack of which the business he ran with his wife had several. It was, he thought, made by Jansport and the weight of the rucksack with the cash in it was about 9 kgs, the cash consisting of AED 1,000 notes and AED 500 notes. This was the money he had received in cash from one of Mr Yuvaraj Kachiappan’s associates the previous day at his office which he had then taken home. He had not taken the money with him to the signing because he did not want to leave it in the car for the duration of the meeting when the signing took place. His evidence was that the Defendant had wanted to know the source of the funds and he had told him before hand and this was the reason for the reference in the Receipt to Mr Kachiappan.

22. Mrs Kavita’s evidence was that the signing meeting took place sometime in the early afternoon and that she was driven there by her husband, witnessed the signatures and then left, going back either to her office or home, which were relatively close to each other. She could not remember which, but it would depend upon the need to pick her daughter up from school. She recalled that her husband had said he would supply the cash later and that he had taken her rucksack which she had bought in the UK and that she was cross with him for giving her rucksack away when they had a number of other rucksacks for the business. She did not know where he had kept the cash in the house but was not surprised that he did so.

23. It was the Defendant’s oral evidence at the trial that he was a businessman who acted as a local sponsor for various local companies with no particular specialisation. He had substantial investments himself and could invest in many different areas without particular expertise in real property. When it was contemplated that the Claimant was to supply AED 5 million for investment in land, his intention was to look for good properties to buy and then sell with him, but this never happened because the funds were never supplied. He accepted that it was his signature on each page of the Loan Agreement but, for the first time in oral evidence he said he did not read each page of the document before signing it. He then said he read none of it nor any of the documents that he signed that day. On his evidence, he signed what was put in front of him, without reading it and had no recollection of signing the Receipt. His evidence was that the Claimant said that he would come back following the signature with the money but he never did. He waited at his office until 17:30 hours that day but the Claimant never came back with the cash at all. He said that had the Claimant come back with the money he would have needed to know the source of it because he could not deposit it in his bank account without telling the bank the source of that money. Thereafter he would look for properties to invest in. The Defendant said that thereafter he forgot all about the loan documents he had signed and it was only after the Claimant terminated the sponsorship arrangement, which the Defendant had provided for the Claimant’s company in 2014 following the introduction from Mr Prakash (in the form of the 51% shareholding in that company), that the Claimant had first raised the subject of the alleged loan and investment.

24. The Defendant’s version of events defies belief. The notion that a businessman would sign documents which he had not read is not credible. The Defendant was able to converse in English, at least to a limited extent, whilst insisting on an interpreter for translation of his evidence in Court and saying that he usually spoke to the Claimant in “Indian”. The notion that he would sign loan documentation in the expectation of money being provided for investment within an hour or two, in which he acknowledged receipt, and then do nothing when the funds did not arrive, would make no enquiry and then could forget all about it, is implausible in the extreme. In one of his witness statements he said that he would not have accepted such a large sum in cash but in his oral evidence he said he was waiting for the cash to arrive before closing his office at the normal time of 17:30. His case in his oral evidence was that he did not ask for the funds in cash before the meeting and that it was the Claimant who said he would come back after the meeting with cash rather than a bank transfer of some kind. In a witness statement he also said that within a few months the Claimant had terminated their partnership and said he had found another sponsor but it is plain that this could not have happened early in 2015 when the formal transfer of the 51% shareholding did not take place until 29 May 2018, by which time, it is common ground that a demand for repayment had been made on 28 May 2017. Whilst the agreement to sell those shares would have been made informally earlier, it certainly was not within a few months of the signature date.

25. The Loan Agreement envisaged the possibility of the loan remaining outstanding for 5 years, as is plain from clause 3.3(c). The Lender could seek repayment at any time within that period on 30 days’ notice but the Borrower only had to repay “to the extent that it was possible” in that period. What was obviously in mind was the time that might be needed to realise any investment in real property - how much time would be taken in effecting a sale in order that the 85% profit share could be paid out. If no demand was made within the 5 year period, then the Repayment Amount (the greater of the sum of AED 5 million and the profit share) would be payable within 30 days of the end of that time.) There was no express time limit for a realisation of investments when demand was made within the 5 year period but it was not possible to realise the investment within 30 days, although there was provision for a market evaluation to be done in clause 3.3(b) in order to calculate the 85% figure if realisation had not taken place. Of course, without financial information, there was no possibility of the Claimant instructing a chartered accountant to make that assessment.

26. It is in this context that the intermittent WhatsApp exchanges fall to be read, commencing in March 2015 and going on until 15 April 2025. The majority of the messages emanates from the Claimant seeking information, although there are some which relate to an installation of doors which the Claimant, though his business was carrying out for the Defendant.

27. There are however enquiries in July 2015 as to whether the land has been “converted to commercial” and “sold” and about the price that is being asked for property. In an exchange in June and July 2017 the Defendant refers to the market as bad and there is discussion of 25 million and the best price that the Claimant can pass on. The Claimant says: “You aid you are getting the advance for the land”. In July, there is a request from the Claimant to collect cash from the Defendant “tomorrow” and when the answer given is negative, the Claimant asked when he was going to “get it”. The following exchanges occurred thereafter (with some punctuation added for the sake of clarity).

28. In August 2018 the Defendant says: “we trying to do something” with the Claimant responding that that is what he has been hearing for the last 3 ½ years (i.e since the inception of the Loan Agreement). The following then appears:

29. Then in March – May 2019 appear the following exchanges:

30. In June/July/ August 2019:

31. In November-December 2019:

32. In April-June 2022:

33. In January-March 2024:

“Claimant: It is more than 45 days since you said you want to meet to discuss about returning the 5 million AED I gave you in December 2014. When can I expect the return of this money??? When are we meeting to discuss the return of money. I keep calling and you are not answering. You deleted this message…. When are we meeting to finalise the money part…. It is over nine years and hope this Ramadan at least you will finish this long pending issue…. When are we meeting Mr Ahmed”

34. In January-March 2025:

35. There are other exchanges to much the same effect, but the critical point is that at no stage did the Defendant ever say that the AED 5 million had never been received which would have been the obvious point to make if it were true. The reality is, as the Claimant says, that this point first surfaced at a meeting on 22 May 2025, when the Defendant denied ever having received the money on 11 December 2014. Whilst these exchanges, many of which are referred to above, are not replete with responses of any kind from the Defendant, when he did respond it was always to the effect that some money would be forthcoming and some repayment would be made when some investment was realised. At no stage was it said that no money had been received or that the money had not been invested. Such comments as appear in the written exchanges refer to potential sales for realisations and money that would be forthcoming to repay the loan.

36. The evidence of the Claimant was that he would ask the Defendant from time to time about progress with the investment and that the Defendant always spoke in terms of awaiting an opportunity to deploy the funds, prevailing market conditions and the timing of any return. Whilst the Defendant remained the sponsor/local partner of his UAE company, he would not contemplate taking legal proceedings against the Defendant which would have placed at risk the continuity of the Claimant’s business. It was not until 28 May 2017 that he issued a written demand to the Defendant pursuant to clause 3.3 of the Loan Agreement. Upon receipt of that demand, the Defendant did not deny the loan had been advanced. On 29 January 2018, solicitors acting for the Claimant served a notice of claim which included reference to the failure to produce a cheque or information about the investments. No response was received to these demands. No payment was made and no information was given. On 1 November 2022, the Claimant issued a notarised legal notice through the Dubai Courts demanding repayment of AED 5 million within five days. On 19 May 2025, the lawyers then acting for the Claimant issued a further legal notice demanding the immediate repayment within seven days. No response was forthcoming.

37. When asked about these exchanges in cross examination, the Defendant had no satisfactory answers. He first sought to maintain that messages did not refer to investments in property at all but to possible litigation and then later said he just went along with the conversation and referred to imaginary people in order to get the Claimant out of his hair. He maintained that some of the messages were probably inaccurately translated since he had used Google Translate when responding in English to the Claimant. None of this made any sense in the light of what are the obvious conclusions to draw from what he said. If he had not received the AED 5 million, he would have said so, but instead he made out that money would be forthcoming to repay the loan.

38. At the meeting on 22 May 2025 the Claimant presented the Defendant with the original Loan Documents which he had signed in 2014. The Defendant acknowledged signing the Loan Agreement but said he was not aware of its specific contents at the time. When he was shown the Promissory Note, the Claimant said that the Defendant was evasive, expressing doubts about the authenticity of his signature even when his admitted signature was placed alongside the signature on the Promissory Note for comparison. It was at that meeting that he first disputed that he had received the AED 5 million. He said he had received each of the prior legal notices but had failed to respond to any of them because he did not believe that he needed to do so.

39. To my mind, the Defendant’s evidence is not credible and he was not honest in giving it. By contrast I found the Claimant to be a credible witness and nothing put to him in cross examination led me to think otherwise. He plainly did have a close relationship with Mr Kachiappan from whom the money did emanate and I have no reason to disbelieve what he said about how the money came into his hands and was delivered by him to the Defendant. His wife’s evidence in relation to the rucksack in which he delivered the money, which she was annoyed at losing, was strongly supportive of such delivery.

40. There is no evidence that the Defendant did invest the money and he has said that he did not because he never received it. Whilst I am clear in concluding that he did receive it, I cannot reach any decision as to what he did with it. He does not appear to have bought any real property with it, since that would appear in the Registry. There is no evidence of any payment of it into his bank accounts. What he did with it, he alone knows, but I have no doubt that he did receive it and played the Claimant along with promises of repayment in circumstances where he was saying that there were investments to be realised in order for repayment to be made. Had there been investments in real property in 2014, given the well known movement in property prices in Dubai, it is hard to imagine that large profits would not have been made. That may well underlie the dishonesty of the Defendant in saying that the money was never received. He may have put it to profitable use.

The Limitation Argument

41. It is now common ground that the English Limitation Act applies to the claim because that is the lex causa. That prescribes a 6 years limitation period for a claim in contract with the Claim Form filed on 20 November 2025. The first demand for repayment was made on 28 May 2017 which meant that, to the extent that it was possible to do so, the loan should have been repaid within 30 calendar days, namely 27 June 2017. The cause of action on the Loan Agreement therefore prima facie arose on that date, which is some 8 ¼ years prior to the issue of the Claim Form. There were other breaches of the Loan Agreement in failing to provide the undated cheque which clause 3.6 required and in failing to provide any financial information in accordance with clause 5.5. There is no doubt that the Claimant was in breach in failing to repay the loan at some point and committed acts of default under clause 6.1 as a result of these failures.

42. The Defendant, in denying that any sums were received by way of advance, inherently denies that any investments were made. If there were investments which were made but were incapable of being realised in that time, then it may be that some market evaluation could have been made by a chartered accountant under the terms of clause 3.3(b) but no other time limit was set for realisation and repayment.

43. The further time limit for repayment which appears in clause 3.3(c), namely 30 calendar days following the expiry of the fifth anniversary of the Loan Agreement, which would be 9 January 2020 is inapplicable as a valid demand was made on 28 May 2017. Had no demands been made in the first five years, the Claim Form, which was filed on 20 November 2025, would have been filed in time, since 9 January 2020 would be the operative date for repayment after 5 years and 30 days. I do not consider that I can take the view that this is the applicable time limit, in circumstances where the evidence shows valid demands were made within the five year period.

44. However, the Claimant’s cause of action under clause 3.3(c) arises on a demand made in the first five years when the Borrower fails to comply with the obligation to pay within 30 days “to the extent that it is possible to do so”. If it is not possible to repay within 30 days of the demand, because the investments in real property cannot be realised in that period of time, time is extended until it is possible to do so. Throughout the period of the loan, as appears from the WhatsApp messages and the evidence of the Claimant in his witness statements and in the witness box, the Defendant was asserting inability to realise the investments to repay the loan. The Claimant complained that promises were made which were never kept in relation to repayment on realisation of assets.

45. There is no evidence of any investment by the Defendant at all. His disclosure revealed nothing. Whether he did invest cannot be known since his denial of receipt of the loan necessarily meant that he denied investing in accordance with the Loan Agreement. It is clear from the Defendant’s evidence and disclosure that no investment was made in compliance with the Loan Agreement which led to the provision of accounting information and any profit sharing. It necessarily follows from his evidence of non receipt and his disclosure that there were no such investments despite the WhatsApp messages conveying the message that there were and that it was the difficulty in realising them which meant that repayment was not possible.

46. What this means, when clause 3.3(c) of the Loan Agreement is construed, is that the cause of action, as perceived by the Claimant would not arise until it was possible for the Defendant to comply with the demand made on 28 May 2017 by realising the real property investments in what was said to be a difficult market.

47. The Claimant relies on section 32 of the Limitation Act which provides, insofar as material:

48. The Claimant, in paragraph 24 of the Amended Particulars of Claim, pleaded a case of fraudulent misrepresentation inducing the Loan Agreement:

49. In paragraph 25 of the Amended Particulars of Claim, it was alleged that the statements were fraudulent and that the Defendant knew at the time of signing the Loan Agreement that he did not intend to fulfil its terms and intended to misappropriate the funds for his own purposes.

50. In paragraph 6 of the Claimant’s second witness statement, he said: “In the months leading up to December 2014, the Defendant approached me and proposed that I lend him a sum of money for direct investment in land for real estate in Dubai. He represented to me that he had identified suitable discounted opportunities and that, in return for the advance of the funds, I would receive both the return of the principal sum and a share of the proceeds of any realised investment. On the basis of those representations and in reliance upon the documents that were subsequently signed, I agreed to advance the loan on the terms recorded in the Loan Documents.”

51. The essence of this case of misrepresentation is therefore that, from the outset, the Defendant intended to defraud the Claimant, never intending to invest the funds for their mutual benefit or pay the Claimant 85% of any profits realised by any such investments. The Claimant was not cross examined on this element of his evidence and I therefore accept that these representations were made. This is, therefore, not simply a case of a failure to repay a loan with a defendant stalling for time and putting forward excuses for that failure.

52. In order to make good that plea, the Claimant relied upon the conduct of the Defendant over the whole period of 10 years prior to the issue of proceedings on 20 November 2025 and on the evidence of the Defendant himself in the witness box. I have already found that the Defendant’s evidence was not credible and that he was dishonest in relation to the receipt of the AED 5 million. He was dishonest also in saying that he was unaware of the contents of the documents that he signed. He was dishonest in his continual stringing along of the Claimant in telephone calls and in the WhatsApp exchanges by saying, both expressly and by inference, that there were investments from which repayment would be made in due course. The only question, in reality, which arises on those findings, is when the Defendant was first dishonest. Did he have the intention from the outset to make use of the cash advanced for his own purposes or was that intention formed later? Did he misrepresent his intentions before and when entering into the Loan Agreement or later misrepresent that he had invested the funds in accordance with it?

53. The Defendant failed to provide the security cheque within a matter of days and failed to provide monthly financial information at any time thereafter. These actions are consistent with those of either a recalcitrant debtor or a fraudster but it is the WhatsApp messages following the demand of the Claimant on 28 May 2017 and the further demand of 29 January 2018, and particularly those in 2019, when combined with the effect of the Defendant’s written and oral evidence, that persuade me that his intentions were fraudulent from the outset. The fact that the advance was made in cash, which I find, on the evidence of the Claimant, was at the Defendant’s behest, rather than by bank transfer, suggests a reprehensible intention from the start. In accepting the Claimant’s evidence in preference to that of the Defendant in relation to the instigation of the transaction, as well as the cash requirement, I accept also that the Defendant must never have had any intention of investing the funds for their mutual benefit, repaying the loan or accounting for the profit made on any investments.

54. The Claimant advances an alternative case of deliberate concealment of facts relevant to his cause of action, under section 32(1)(b) of the Limitation Act. In paragraph 25 of the Amended Reply, the Claimant pleaded that the Defendant actively concealed what he had done with the loan. The WhatsApp messages conveyed the message that the loan had been invested as contemplated by the Loan Agreement and that repayment was delayed due to market conditions. This was a deliberate concealment of the true position that he had made no investments on which he was prepared to account to the Claimant.

55. I was referred to a number of authorities including Canada Square Operations Ltd v Potter [2023] UKSC 41 at [65],[96] and [108] and Morjaria v Mirza [2025] EWHC at paragraph 1649 ff which contain a useful summary of the law in relation to fraud and deliberate concealment. Where section 32 applies, time does not start to run until the claimant has discovered the fraud or concealment or could with reasonable diligence have discovered it. A claimant who has no actual knowledge is fixed with knowledge of what a reasonably attentive person would learn and, once there is a trigger to put him on notice of the need to investigate, what a reasonably diligent investigation would reveal. The personal characteristics of the claimant are not relevant for this purpose, whilst his actual circumstances do fall to be taken into account. The question which arises is the point at which the claimant discovers or should have discovered facts sufficient to plead his claim - the point at which he can plead the complete cause of action, however weak or strong it may be. Not every detail needs to be known and a realistic view has to be taken by the Court.

56. It was argued on the part of the Defendant that any fraudulent intention of the Defendant could, with reasonable diligence have been discovered much earlier than the date of filing the claim in the DIFC Court. It was said that the failure to provide the cheque and the quarterly financial reports, when combined with various WhatsApp messages were sufficient for the Claimant to have appreciated the Defendant’s true intentions before 21 November 2019 (6 years prior to the issue of the Claim Form). In particular, attention was drawn to a letter of claim from Clyde & Co of 29 January 2018 in which a demand for payment and a demand for provision of the financial information under clause 5.5(c) was made, with the threat of litigation to follow.

57. The Claimant said, and I accept, that it was only at the meeting of 22 May 2025 that he realised that the Defendant had no intention of repaying the loan when the latter, for the first time, denied receipt of the funds supplied in December 2014. The question is whether the Claimant should have realised that long before then. With a degree of hesitation, I conclude that, given what the Defendant was saying, the Claimant, exercising reasonable diligence should not have discovered the Claimant’s intention to defraud prior to 21 November 2019. The period of 5 years had not expired by that date and its imminence was discussed in the WhatsApp messages. Until that point the Claimant had no solid grounds for thinking that the Defendant had no intention to repay, invest in accordance with the Loan Agreement nor account for the investments, whilst he maintained that there was difficulty in complying with the repayment obligations which depended on realisation of real property investments.

58. I consider that, with reasonable diligence, the Claimant ought to have appreciated that the Defendant was stringing him along and that the excuse of inability to repay because of the investments made was false at a time before the meeting on 22 May 2025, simply because of the passage of time after that 5 year period. I take the view that he should have considered earlier than he actually did that the Defendant had never had the intention of repaying the loan, or accounting to him for profit on investments made with it, when considering the delay inherent in the failure to repay, the Defendant’s early failures to provide the cheque and continuing failures to provide financial information. He could readily and reasonably have accepted what he was being told, without concluding that the Defendant had misrepresented his intentions on entering into the Loan Agreement or concluding that there were no investment which were to be realised to repay the loan until the expiry of 5 years plus 30 days from the date of the Loan Agreement, that being the date when the loan would have fallen due for repayment, regardless of any problems in the realisation of investments, if no demand had earlier been made. Once that period had expired, however, it should have dawned on the Claimant and he should have realised that the Defendant had no intention of repaying the loan, had not invested for their joint benefit and had no intention of accounting to him and had never intended to do so and that he had therefore been deceived.

59. On that basis, even if the Claimant should have discovered before 22 May 2025 that the Defendant had fraudulent intentions from inception, or should have discovered that investments in accordance with the Loan Agreement had not been made, so that the obligation to repay was not postponed (because of the impossibility of realising investments to repay) beyond the 30 days following the demand notice of 28 May 2017, the Claim Form was filed in time, being less than 6 years from 9 January 2020 when the 5 years (plus 30 days) period from the inception of the loan expired.

Unjust Enrichment

60. Whilst a further alternative claim was made in unjust enrichment, it is hard to see how such a claim could run when there was a contract between the parties governing their relationship with its express contractual obligations. Moreover, any enrichment would, on the findings I have made, have occurred on receipt of the loan in December 2014 in any event. The Claimant is thus not assisted by this way of expressing the claim.

The Quantum of the Claim

61. There is no possibility of assessing an 85% profit share on realised investments because there is no evidence of such investments. The Claim must therefore be for the AED 5 million loan. Interest does not run on that loan for its contractual duration because of the terms of the Loan Agreement, but interest must run from the date when it should have been repaid, following the 30 day demand, namely from 27 June 2017. Whether the Defendant has actually profited from the loan to a much greater extent, given the movement in market prices of real property in Dubai and the UAE since 2014, remains unknown. Interest however should run at a rate which is genuinely compensatory for being kept out of the use of the money, which means a compounded rate. Using the Judgment rate which is 9% per annum (with simple interest), I conclude that that rate should apply, but that it should be compounded annually from 27 June 2017 until actual payment.

Costs

62. I have not been addressed on costs, but it is obvious that costs must follow the event. The Defendant shall pay the Claimants costs to be the subject of assessment if not agreed.