April 29, 2026 court of first instance - Judgments
Claim No. CFI 009/2025
In the name of His Highness Sheikh Mohammed Bin Rashid Al Maktoum, Ruler of Dubai
THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS
IN THE COURT OF FIRST INSTANCE
BETWEEN
STEPHENSON HARWOOD MIDDLE EAST LLP
Claimant
and
MARK A B CAPITAL INVESTMENT LLC
Defendant
JUDGMENT OF H.E. JUSTICE SHAMLAN AL SAWALEHI
| Hearing : | 13 April 2026 |
|---|---|
| Counsel : |
Mr Thomas Crangle, instructed by Stephenson Harwood, for the Claimant Mr Sethu Nandakumar Menon, a Part II Registered Practitioner instructed for the Defendant |
| Judgment : | 29 April 2026 |
UPON the Claimant’s Part 7 Claim Form and Particulars of Claim dated 5 February 2025 seeking recovery of unpaid legal fees and disbursements together with contractual interest and costs (the “Claim”)
AND UPON the Order with Reasons of Judicial Officer Maitha AlShehhi dated 29 July 2025 setting aside the default judgment of Judicial Officer Maitha AlShehhi of 15 May 2025 (the “Default Judgment”)
AND UPON the Order with Reasons of H.E. Justice Shamlan Al Sawalehi dated 25 December 2025 dismissing the Defendant’s jurisdiction challenge and refusing the application for a stay in favour of arbitration
AND UPON hearing Counsel for the Claimant and Counsel for the Defendant at the trial held on 13 April 2026 before H.E. Justice Shamlan Al Sawalehi (the “Trial”)
AND UPON reviewing the trial bundle and the parties’ written and oral submissions
AND PURSUANT TO the Rules of the DIFC Courts ( “RDC”) and the applicable laws of the DIFC
IT IS HEREBY ORDERED THAT:
1. The Claim is granted.
2. Judgment is granted for the Claimant in the sum of AED 2,893,362.66 as well as the contractual interest in the sum of AED 323,324.60 accrued up to 13 April 2026.
3. The Defendant shall pay the Claimant’s costs of the proceedings. The Claimant shall submit a statement of costs not exceeding 3 pages within 5 days of this Judgment.
Issued by:
Delvin Sumo
Assistant Registrar
Date of issue: 29 April 2026
At: 3pm
SCHEDULE OF REASONS
Introduction
1. This is my judgment following the Trial of the Claimant’s Claim for recovery of unpaid legal fees and disbursements arising out of a written retainer entered into between the Claimant and the Defendant in connection with the Defendant’s proposed acquisition of a Malaysian airline, a transaction referred to by the parties as “Project Apollo”, and at an earlier stage as “Project Firefly”.
2. The Claimant seeks judgment for the principal sum of AED 2,893,362.66 and contractual interest until the date of the Trial, and costs of the legal proceedings.
3. At the heart of the case lies a straightforward question: whether, on the true construction of the parties’ contractual arrangements and on the evidence adduced at trial, the Claimant is entitled to payment of the five unpaid invoices which it rendered for services performed and disbursements incurred on Project Apollo.
4. The Claimant’s case is that the Defendant entered into a binding retainer by signing the Engagement Letter dated 20 October 2023, together with the incorporated Standard Terms of Business, and that the Claimant then carried out substantial legal work over a number of months in relation to the transaction, including instructing Malaysian counsel as the retainer expressly anticipated.
5. The Claimant submits that they invoiced in accordance with the agreed terms. One initial invoice was paid, then five subsequent invoices remain unpaid, and that the Defendant’s refusal to pay is unsupported by any legally sustainable defence.
6. The Defendant’s case, in contrast, is that the sum claimed is inflated and unsupported by proportionate legal value. The Defendant contends that the Claimant overbilled, engaged in duplication of work, and charged for tasks falling outside the legitimate scope of legal services. It is further alleged that the Claimant lacked the requisite competence to advise on aspects of Malaysian law and, in substance, added little value beyond acting as an intermediary between the Defendant and Malaysian counsel.
7. In those circumstances, the Defendant submits that the Court should either dismiss the claim in its entirety or, in the alternative, refuse recovery of all or a substantial part of the invoices
8. For the reasons set out below, I find in favour of the Claimant.
Procedural Background
9. The procedural history is somewhat extensive and should be recorded briefly but sufficiently for the purposes of this Judgment.
10. On 5 February 2025, the Claimant commenced these proceedings by issuing a Part 7 Claim Form and Particulars of Claim seeking recovery of the unpaid invoices, contractual interest and costs. The Claim was pleaded as a debt claim arising under the agreed Terms of Engagement.
11. Default Judgment was entered on 15 May 2025. The Defendant subsequently applied to set aside that Default Judgment. By Order with Reasons dated 29 July 2025, Judicial Officer Maitha AlShehhi set aside the Default Judgment under RDC 14.2, concluding that the Defendant had shown a real prospect of defending the Claim such as to justify the matter proceeding to trial. The Court did not at that stage determine the merits of the defence; it merely held that the threshold for setting aside had been proven.
12. Thereafter, the Defendant served its Defence and denied liability in full and advanced allegations including defective legal services, overbilling, breach of duty, conflict of interest, fraud, and unreasonable charging. The Claimant served its reply joining issue on those allegations and maintaining that the Claim remained a straightforward contractual debt Claim.
13. At the case management stage, the parties exchanged information sheets, skeleton arguments, and agreed case management materials. These documents confirmed, among other matters, that the Defendant wished to pursue the case as involving allegations of overbilling and professional deficiency, while the Claimant maintained that expert evidence was unnecessary and that the matter was suitable for trial as a simple debt Claim.
14. The parties also prepared an Agreed List of Common Ground and Issues which materially assisted the Court and narrowed a number of matters that had previously been aired in broader terms.
15. The matters in Common Ground include the existence of the retainer and the execution of the Engagement Letter. It is also undisputed that five invoices were issued and remain unpaid, and that those invoices contained details of time spent, fee earners, and narrative descriptions of the work undertaken.
16. Further, the Defendant paid the first Project Apollo invoice in full and, on numerous other matters conducted on similar terms and paid the Claimant. It is also Common Ground that the transaction did not complete as a result of a commercial decision taken by the Defendant. Finally, interest at the rate of 5% per annum was contractually payable after 30 days of non- payment.
17. The Defendant later sought to challenge the Court’s jurisdiction and, alternatively, to obtain a stay in favour of arbitration. By Order with Reasons dated 25 December 2025, that application was dismissed in its entirety. The Court held that the application was out of time under RDC Part 12, that the Defendant had submitted to the jurisdiction of the Court, that the DIFC Courts had jurisdiction independently under Dubai Law No. 2 of 2025 and under the parties’ contractual arrangements, and that there was no basis for a stay in favour of arbitration. Those questions are therefore closed and do not arise for reconsideration in this Judgment.
18. By Case Management Order dated 19 November 2025, the Court gave directions for disclosure, witness statements, the pre-trial review, skeleton arguments, and trial.
Claimant’s Submissions
19. The Claimant’s core submission was that this is a Claim for debt under a clear written retainer and that all other arguments advanced by the Defendant are legally and evidentially insufficient to displace the debt.
20. The Claimant relied on the written contractual framework. It submitted that the relationship between the parties was governed by two key instruments: the Engagement Letter dated and the Standard Terms of Business enclosed with it.
21. The Defendant does not dispute that its representative, affixed an electronic signature to the Engagement Letter. The Claimant submitted that these documents, read together, established a complete and express contractual regime governing scope of work, hourly charging, disbursements, use of local counsel, invoicing, payment, interest, and the consequence of non-completion of the transaction.
22. Particular reliance was placed on section 4 of the Engagement Letter, dealing with the use of Malaysian counsel. The Claimant submitted that it made matters entirely transparent from the outset by stating expressly that it would be instructing local counsel in Malaysia because its own licence restricted its ability to advise on local law in that jurisdiction.
23. The Claimant submits that it was clear that the Malaysian counsel would be instructed and that the Malaysian counsel were not members of the Claimant; that the Claimant would not supervise the conduct of their lawyers; and that their invoices would be paid by the Claimant and then billed on to the Defendant as disbursements. This, the Claimant submits, answers at least part of the Defendant’s later complaint: the use of Malaysian counsel was not hidden, was not irregular, and was contractually agreed.
24. The Claimant also relied on the contractual provisions governing fees, disbursements, and invoicing. It submitted that the agreement provided for fees to be charged on the basis of time spent by fee earners at agreed hourly rates, subject to a 30% discount on standard rates. Disbursements and VAT were additionally chargeable.
25. The Claimant further submitted that invoices would generally be rendered on a monthly basis, that fees were non-refundable irrespective of whether the transaction completed, and that payment was due within 30 days. In the event of non-payment, interest at the rate of 5% per annum would accrue. On that basis, the Claimant contended that the contractual provisions leave little room for ambiguity as to the entitlement to charge and the corresponding obligation to pay.
26. The Claimant’s factual case was advanced primarily through the second witness statement of Ms Melissa Forbes-Miranda. The Claimant submitted that her evidence should be accepted as clear, reliable and persuasive. She described a substantial pre-existing relationship between the parties, involving at least fifteen historical matters on which the Defendant had engaged the Claimant under materially similar or identical terms and paid invoices without complaint. The Claimant relied on that course of dealing as confirming that the Defendant knew and accepted the Claimant’s charging model, hourly rates, monthly billing practice and use of engagement letters with standard terms.
27. As to Project Apollo itself, the Claimant submitted that the work performed was extensive and of substance. Ms Forbes-Miranda described the matter as a complex cross-border acquisition with multiple workstreams, including the review and negotiation of the term sheet, the drafting, review and negotiation of the share purchase agreement, the conduct of legal due diligence, the preparation of due diligence findings, assistance with the incorporation of Malaysian entities to be used in connection with the transaction, assistance with documents for the scheme of arrangement process, the drafting of ancillary transactional documents, and the provision of legal advice on issues arising from the proposed acquisition. The Claimant submitted that, far from being a mere conduit, it acted as coordinating and transaction counsel on a broad range of workstreams extending beyond Malaysian domestic law.
28. The Claimant further emphasised the invoices themselves. It submitted that each of the five unpaid invoices contained detailed narratives of work done, including the date, the fee earner, the time spent, the hourly rate, and a narrative description of the task. Invoices 1 and 2 also reflected voluntary reductions applied by the Claimant for double attendance on meetings or calls. The Claimant’s position was that these invoices were transparent evidence of the work done and were not vague or summary demands.
29. A major feature of the Claimant’s submissions was the absence of contemporaneous complaint. The Claimant accepted that the 14-day clause in the Standard Terms did not operate as an absolute estoppel or bar to later challenge. However, it submitted that the complete absence of timely objection, particularly in the face of monthly invoices and detailed narratives, was highly probative of the unreliability of the Defendant’s present case.
30. The Claimant relied heavily on a series of communications in which the Defendant gave repeated assurances that payment would be made and attributed delay to administrative or banking issues rather than dissatisfaction with the invoices. That correspondence, the Claimant submitted, is irreconcilable with the later allegation that the invoices were excessive, improper or fully non-payable.
31. The Claimant also disputed the internal coherence of the Defence. It submitted that the Defence, containing allegations of fraud, conflict of interest, breach of fiduciary duty, incompetence, overbilling, and failure to exercise care, but without proper particularisation, without identification of the specific invoice items to which the allegations related, without pleading any counterclaim, and without expert evidence. In the Claimant’s submission, the Defendant was attempting to avoid payment of a debt by making a broad collateral attack on the quality of services but had not formulated that challenge in a legally recognisable or evidentially sustainable form.
32. The Claimant clarified that its case did not depend on saying that because no objection was raised within 14 days, the Defendant was procedurally barred from disputing the invoices. Rather, its case was that the debt arose under a clear contract; that the services were performed; that the invoices were rendered in accordance with the agreed mechanism; and that the lateness of the Defendant’s complaints went to credibility and genuineness, not merely to procedure. The Claimant submitted that this distinction was important and had been misunderstood by the Defendant.
33. Finally, the Claimant submitted that the cross-examination of Mr Bava materially damaged the Defendant’s case. It said that he accepted, in substance, that some of his allegations were unsupported by documentary proof; that he had not checked whether certain email chains or other matters were in fact billed on the Project Apollo invoices; that he had no evidence to substantiate some of the claims in his witness statement; and that his evidence demonstrated a retrospective attempt to locate any material that could be characterised as objectionable rather than a genuine contemporaneous understanding that the invoices were wrong.
Defendant’s Submissions
34. The Defendant submitted that the Claimant’s effort to present the case as a simple debt Claim was an oversimplification and a distortion of the factual and professional reality of Project Apollo. The Defendant’s submission was that, once the underlying operational reality is examined, the sum claimed is not fairly payable and the Court should not permit the Claimant to recover it merely because invoices were issued under a standard form retainer.
35. The Defendant’s primary submission was that the core transaction concerned the acquisition and restructuring of a Malaysian company and thus depended fundamentally on Malaysian company law, Malaysian restructuring mechanisms, Malaysian regulatory requirements, and Malaysian court processes. According to the Defendant, the substantive legal work required by the transaction was therefore carried out by Malaysian counsel, whereas the Claimant contributed little independent legal value but nevertheless layered large international counsel fees on top of the local counsel costs.
36. In support of that submission, the Defendant relied heavily on the Claimant’s own admission, through Ms Forbes-Miranda, that the Claimant was not licensed and she was not qualified to advise on Malaysian law matters, and that the Claimant was not in a position to review, critique or assess advice or documents from a Malaysian law perspective. The Defendant argued that if the Claimant could not advise on, review or critique the central local law aspects of the transaction, it could not justify billing at premium lead counsel rates for those aspects and was, in substance, acting as an administrative intermediary or mail-forwarding service rather than a provider of primary legal value.
37. A second major strand of the Defendant’s case concerned what it described as systemic overbilling, duplication, file churning and administrative padding. Through Mr Bava’s witness statement and skeleton argument, the Defendant alleged that from the outset of the matter the Claimant used multiple fee earners to review the same intake material, attend the same calls and participate in the same email chains; that it generated multiple communications on straightforward administrative matters so as to create additional billable hours.
38. The Defendant sought to reinforce that complaint by relying on discounts appearing on some of the invoices “to factor in duplication of work”. It submitted that those entries amounted to a written admission by the Claimant that its own internal staffing and billing practices were generating duplicate or overlapping charges. In the Defendant’s submission, the problem was therefore not speculative but expressly acknowledged by the Claimant’s own billing records.
39. The Defendant also submitted that the Claimant billed for tasks outside the scope of proper legal services. It referred particularly to public relations activities, media strategy, press statements, commercial introductions and general coordination with third parties.
40. The Defendant’s position was that it had engaged an international law firm for M&A legal execution, not a PR agency or a commercial intermediary. It argued that billing M&A legal rates for PR-related activities or external coordination evidenced a severe misallocation of time and a lack of focused legal service.
41. A further submission made by the Defendant whereby they submit that the Claimant improperly billed for internal invoicing and allegedly even for unrelated projects. The Defendant pointed to certain emails relating to other matters, such as mining or other Airways, and contended that work on those matters had found its way into Project Apollo billing. It also contended that the Claimant billed excessively in relation to its own invoicing arrangements, including interaction with Malaysian counsel over invoice preparation and disbursement coordination.
42. The Defendant further alleged that the Claimant ignored a direct “pens down” instruction from the Defendant and continued billing after they were instructed to cease work. This, it said, showed not merely overbilling but conscious disregard of client direction and an attempt to inflate the time on the file.
43. On standard of care, the Defendant invoked the implied obligation to exercise reasonable care and skill and framed its case as one that engaged professional obligations, fiduciary standards and, by analogy or direct relevance, the SRA Code of Conduct applicable to English solicitors. It submitted that fair, transparent and proportionate billing forms part of the basic professional obligations of a law firm.
44. The Defendant submits that it is a breach of those obligations to charge premium fees for work outside one’s competence or for administrative tasks; and that the Court should scrutinise the invoices not merely as a matter of contract but through the lens of professional regulation and fiduciary fairness.
45. Another point emphasised by the Defendant was the absence of attendance notes, file notes or recordings of meetings and calls. It submitted that for a complex and expensive cross- border transaction, this omission was professionally extraordinary and rendered the Claimant unable to properly substantiate many of the hours said to have been spent in calls, meetings and updates.
46. The Defendant went further and contended that there was a contradiction between billing for attendance-note related work on the one hand and swearing on the other that no attendance notes existed, asserting that one of those positions must be false.
47. The Defendant did not accept that its failure to object in writing at the time of each invoice was fatal. It submitted that its broader commercial relationship with the Claimant, involving eight or nine other concurrent matters, meant that it did not wish immediately to disrupt all projects by an aggressive invoice dispute. It said that it paid other matters while withholding payment on Project Apollo because that particular project had become the subject of extreme overcharging. It also contended that there had in substance been continuing concerns and objections, including in verbal form and through WhatsApp exchanges, even if not captured in formal written objections to each invoice.
48. The Defendant submitted that the Court should not permit the Claimant to rely on the 14- day objection provision as a shield against scrutiny. It invoked Articles 57 and 58 of the DIFC Contract Law and contended that there is an implied obligation of good faith and fair dealing which the Claimant had breached by overcharging for and then attempting to enforce the invoices as a simple debt. It submitted that a contractual technicality cannot override broader obligations of fairness and professional integrity.
49. On relief, the Defendant sought dismissal of the Claim in its entirety. In the alternative, it invited the Court to undertake a detailed assessment of the invoices so as to strike out all duplication, administrative work, PR work, charges after the alleged pens-down instruction, fees for redundant oversight of Malaysian counsel and any other charges lacking proper legal foundation.
Analysis
50. I now turn to the analysis. In doing so, I begin in determining whether the Claimant has established a contractual entitlement to the five unpaid invoices, and whether the Defendant has shown any legally sustainable basis upon which the Court should refuse, reduce or qualify recovery of that debt.
51. The starting point must be the contract. The parties entered into a written retainer. The Defendant signed the Engagement Letter and the Standard Terms of Business were incorporated. It is unnecessary to quote those documents again at length, but certain features of them are decisive.
52. The Claimant was engaged to provide legal services in relation to Project Apollo. The terms of engagement provided that:
(a) The Claimant was entitled to charge on the basis of hourly rates, varying according to the experience and expertise of the professional staff involved;
(b) The Claimant was entitled to charge disbursements;
(c) It was contemplated that Malaysian counsel would be instructed, the Claimant not being qualified to advise on Malaysian law;
(d) The Defendant would be solely responsible for the fees of such third parties, with those fees to be included in the Claimant’s invoices as disbursements;
(e) Invoices would generally be rendered on a monthly basis and would be due for payment within 30 days;
(f) The Claimant’s fees were non-refundable, irrespective of whether the transaction completed; and
(g) Interest at the rate of 5% per annum would accrue on unpaid invoices after 30 days
53. On the face of those provisions, where services are performed, invoices are rendered in accordance with the retainer, and if payment is not made, a claim in debt arises as the natural remedy.
54. The Claimant has, in my view, clearly established the foundational elements of that debt Claim. The five invoices were issued. Their sums are agreed. Their structure is agreed. The first invoice for Project Apollo, issued in November 2023, was paid in full. The five later invoices were not paid at all. The Defendant thus bears the burden of establishing some legal or factual answer to the non-payment of the remaining invoices.
55. I do not accept the Defendant’s central submission that the Claimant was merely a redundant intermediary adding no substantive value. That submission rests too heavily on an over-simplified characterisation of the transaction as purely Malaysian. The evidence, including that of Ms Forbes-Miranda, which I accept, shows that the transaction was multi- layered and cross-border.
56. It is obvious that very important aspects of the Transaction required Malaysian local law advice. It is equally obvious that not every aspect of a complex acquisition of this sort is reducible to Malaysian local law advice alone. The Claimant was engaged as transaction counsel and coordinator in a broader sense. The fact that it properly instructed Malaysian counsel for Malaysian law issues does not strip it of contractual entitlement to charge for the work it itself performed on the wider transaction.
57. On the contrary, I regard the contractual transparency with which the Claimant addressed the Malaysian law issue as supporting the Claimant’s case. From the outset, the Engagement Letter stated that Malaysian counsel would be instructed because the Claimant’s licence restricted its ability to advise on Malaysian local law.
58. The Defendant therefore entered into the retainer with full knowledge that the matter would involve both the Claimant’s own services and local Malaysian advisers whose fees would be billed as disbursements. It cannot now be said that the Claimant somehow acted improperly merely because it did exactly what the retainer said it would do. A cross-border transactional law firm is not guilty of misconduct because it refrains from purporting to advise on foreign local law and instead engages qualified local lawyers. That is ordinary practice and professionally correct.
59. It is entirely possible and understandable that in large transactions, for local counsel to advise on local law questions while lead or coordinating counsel simultaneously perform negotiation, structuring, due diligence coordination, document management, interface with the client and other transaction-level functions for which they are properly remunerated. The retainer here expressly contemplated a role of that sort.
60. I also reject the Defendant’s suggestion that the Claimant’s admission that it was not qualified in Malaysian law was a devastating concession proving lack of value. It was a candid statement of the precise limits of the Claimant’s licence and expertise in respect of Malaysian local law. It does not amount to an admission that the Claimant had nothing useful to do. Nor does it prove that every document, every work or task on the matter turned exclusively on Malaysian local law. The Defendant’s oral cross-examination on this issue pressed the point repeatedly but did not materially undermine Ms Forbes-Miranda’s explanation that the matter involved multiple jurisdictions and multiple legal aspects.
61. I turn next to the allegation of overbilling and duplication. The Court is, of course, entitled to scrutinise invoices and to reject improper charges if such are proved. That is especially so in a professional services context. But scrutiny must be evidence-based. Here, the invoices themselves are detailed. They set out fee earners, rates, hours and narratives. That already places the Defendant’s challenge on a different footing from a challenge to a bare lump- sum bill.
62. Further, the invoices show that the Claimant did on occasion apply voluntary discounts for duplication or “double attendance”. The Defendant says this is an admission of systemic overcharging. In my view, this is evidence that the Claimant was reviewing its own billing and reducing it where it thought fairness warranted. A law firm that applies discretionary reductions does not thereby prove that its billing system is unconscionable.
63. I also connect considerable importance to the Defendant’s conduct. I accept the Claimant’s submission that it is not legally enough simply to say “no complaint within 14 days, therefore claim succeeds”. But the complete absence of any clear contemporaneous objection remains highly probative.
64. The Defendant was receiving detailed monthly invoices. It had long experience of the Claimant’s billing model on numerous other matters. Yet when asked for payment, it did not say the invoices were inflated, improper, or fundamentally disputed. Instead, it repeatedly said, in effect, that payment would be arranged once administrative or internal obstacles were resolved.
65. The Defendant sought to explain this by reference to the broader commercial relationship and the desire not to disrupt ongoing projects. I have considered that explanation. It may explain some reluctance to launch an immediate and aggressive invoice dispute. It does not explain the total absence of any clear written reservation, any challenge, or any response to the formal notice of default asserting that the debt was not due. In my view, the more compelling inference is the one advanced by the Claimant: that the Defendant did not at the time regard the invoices as fundamentally non-payable, and that the broader range of present criticisms emerged only later, after non-payment had turned into litigation.
66. I turn to the complaint about the absence of attendance notes and file notes. The Defendant says that this was a catastrophic professional failure and undermines the entirety of the bill. I am unable to accept that submission in the form in which it is advanced.
67. There is no pleaded counterclaim for professional negligence. There is no clear evidential demonstration that the absence of separate attendance notes means that the time narratives on the invoices are false or that the work described was not done. The claim before me deals essentially with a debt claim, not a detailed negligence claim directed at professional record-keeping failures. The absence of attendance notes may be a matter of criticism, but on the evidence before me it does not extinguish the contractual debt.
68. I likewise reject the Defendant’s attempt to elevate the SRA Code of Conduct into a dispositive answer to the Claim. The Court does not disregard regulatory standards. But if a party contends that identifiable provisions of a professional code were breached and that such breach legally defeats or reduces a debt Claim, that case must be formulated with specificity. It was not. No precise operative provisions were identified and analysed in a manner showing how they altered the Defendant’s obligations under the retainer or created a set-off or defence. Nor was any fully developed SRA-based case put to Ms Forbes- Miranda in cross-examination. The Defendant’s forensic rhetoric on this point went significantly further than the evidential and legal foundation laid for it.
69. I am also not satisfied that the alleged “pens down” instruction assists the Defendant. The point was advanced but not developed by reference to the contract in a way that would allow the Court to identify either when the retainer was said to have been terminated or varied, or what the legal consequence would be for the specific time entries invoiced thereafter. The Engagement Letter expressly provided that if the scope of work were discontinued, the Claimant would still be entitled to fair compensation measured by time recorded on the file at the time of termination, together with disbursements and expenses.
70. The same is true of the Defendant’s invitation that the Court should embark on a line-by-line re-assessment of the invoices. This is not a solicitor-client detailed assessment as such. It is a contractual claim. The Court can and will scrutinise whether the debt is due, but it is not required, absent a properly pleaded and evidenced basis, to reconstruct the entire billing record as though acting as a cost’s assessor. The Defendant’s pleaded and evidential case did not provide a sufficient legal and factual framework for such an exercise.
71. The absence of a counterclaim is in my view significant. The Defendant’s allegations, taken at their highest, sound substantially in an affirmative case of negligence and breach of duty. Yet despite repeated references in the proceedings to the possibility of bringing such a claim, none was brought. It is not the function of the Court to construct a counterclaim that the Defendant elected not to plead.
72. I also derive support from the agreed background and the prior course of dealing. The Defendant paid the first Project Apollo invoice in full. It paid substantial sums on numerous other matters under the same general terms. It knew the Claimant charged by hour. It knew multiple fee earners might be involved. It knew local counsel would be charged as disbursements. It knew the transaction might not complete. In those circumstances, a complete refusal to pay anything at all under the five invoices requires very substantial justification. That justification has not been established.
73. I therefore conclude that the Claimant has proved the debt claimed and that the Defendant has failed to prove any defence sufficient to extinguish or materially reduce the contractual entitlement to payment.
Conclusion
74. This case, once stripped of its complex layers, remains a contractual debt Claim under a written retainer. The Claimant has proved the retainer, the work done, the invoices, and the non-payment. The Defendant’s criticisms of the quality, value and billing of the Claimant’s services were not proved in a manner capable of justifying the non-payment.
75. The Claimant is therefore entitled to judgment for the principal debt. The principal sum claimed is AED 2,893,362.66. I am satisfied that this sum is due under the five invoices billed.
76. The Claimant is also entitled to AED 323,324.60, which is the contractual interest accrued to 13 April 2026 in line with the calculation relied upon at Trial.
77. The Claimant has succeeded in this Claim and is therefore entitled to the costs of the proceedings. The Claimant shall submit a statement of costs not exceeding 3 pages within 5 days of this Judgment.