Claim No. DEC 001/2025

IN THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

TECHTERYX LTD.

Claimant

and

(1) ARIA COMMODITIES DMCC

First Defendant/ First Respondent

(2) MATTHEW WILLIAM BRITTAIN

Second Respondent

(3) MASHREQ BANK PSC
(4) EMIRATES NBD BANK PJSC
(5) ABU DHABI ISLAMIC BANK PJSC

Defendants

and

(6) ARIA BIO INDUSTRIES FZE

Third Respondent

ORDER WITH REASONS OF H.E. JUSTICE MICHAEL BLACK

UPON the Order of H.E. Justice Michael Black KC dated 28 February 2025 (the “WFO”) granting inter alia the following orders:

AND UPON the Order of H.E. Justice Michael Black dated 7 August 2025 inter alia continuing the injunctions made under the WFO until further order of the Court

AND UPON the Order of H.E. Justice Michael Black dated 17 October 2025 (the “October Disclosure Order”) in response to the Applicant’s Application No. DEC-001-2025/12, directing Aria DMCC to remedy its non-compliance with the disclosure orders in paragraphs 14-16 of the WFO by inter alia (a) Mr Brittain swearing and submitting a further affidavit providing all of the information required by paragraph 14(2) of the WFO and (b) Aria DMCC, among other things, explaining the complete onward flow of moneys and their traceable proceeds from the payments out of the its bank accounts

AND UPON the Applicant’s Application No. DEC-001-2025/18 dated 3 April 2026 seeking disclosure orders against the Respondent in support of the WFO (the “Disclosure Application”)

AND UPON the Applicant taking reasonable steps pursuant to Rule 9.2(2) of the Rules of the DIFC Courts (“RDC”) to serve the Disclosure Application on the Respondent by courier to its registered address (Plot No. 2M-11A, 2M-13A, 2M-13B, Hamriyah Free Zone (Phase 1), Sharjah, UAE) on 7 April 2026CommentHighlight

AND UPON email correspondence from Al Tamimi & Company to the Respondent’s Managing Director, David Andrew Gangell dated 7 April 2026 to his email address davidgangell@ymail.com enclosing the Application by way of service

AND UPON David Andrew Gangell making a witness statement dated 19 May 2026 in answer to the Disclosure Application, wherein he acknowledges service of the Disclosure Application being effected on the Respondent

AND UPON the Applicant’s Application No. DEC-001-2025/26 dated 10 June 2026 seeking an order for the requirement of service of the Disclosure Application on the Respondent to be dispensed with insofar as necessary (the “Service Application”)

AND UPON hearing Counsel for the Applicant and Counsel for the Respondent at a hearing held before H.E. Justice Michael Black on 21 July 2026 (the “Hearing”)

IT IS HEREBY ORDERED THAT:

Service

1. Pursuant to RDC 9.34, the Court dispenses with the requirement to serve the Disclosure Application on the Respondent insofar as necessary.

2. Pursuant to RDC 9.31, the Claimant is permitted to serve the Respondent with the Service Application together with all supporting documents by email to the Respondent’s legal representatives M&CO Legal at the following addresses:

mahmood@mandcolegal.com;
tonderai@mandcolegal.com;
ayesha@mandcolegal.com;
tariq@mandcolegal.com; and/or
aleefa@mandcolegal.com.

Such service when completed by email shall be deemed to be effective service of the Service Application on the Respondent.

Disclosure

3. The Respondent shall disclose in writing to the Applicant’s legal representatives as soon as reasonably practicable and in any event within 14 calendar days of the service of the Order:

4. The Respondent shall produce to the Applicant’s legal representatives as soon as reasonably practicable and in any event within 14 calendar days of the service of the Order:

Use of information obtained

5. Except with the permission of the Court, the Applicant may only use the documents provided to it by the Respondent pursuant to the terms of this Order for the purposes of the Relevant Proceedings, as defined under paragraph 6 of the WFO (and as amended by the Orders of H.E. Justice Michael Black dated 17 October 2025 and 27 March 2026 or by subsequent order of the Court).

6. The parties shall have liberty to apply for the determination of any question or issue arising out of the operation of this Order.

Costs

7. All questions of costs are reserved with liberty to both parties to restore their applications following determination of the Committal Application and compliance with this Order.

Issued by:
Delvin Sumo
Assistant Registrar
Date of Issue: 28 July 2026
At: 11am

SCHEDULE OF REASONS

1. There are before me 2 applications by the Claimant/Applicant (“Techteryx”).

BACKGROUND

2. I granted the WFO pursuant to an Amended Judgment dated 17 October 2025 (the “Amended Judgment”) in support of Techteryx’s claims against ARIA DMCC in the High Court of The Hong Kong Special Administrative Region Court of First Instance. The Hong Kong claims concern an alleged fraud in relation to the misappropriation of the reserves (the “Reserves”) backing a type of stablecoin, TrueCoin. Techteryx acquired certain assets from TrueCoin including TrueCoin’s rights and interests in the Reserves. It is alleged that an amount of at least USD 456 million was fraudulently misappropriated and diverted directly to accounts of ARIA DMCC in Dubai by way of transfers which are referred to as the “Six Remittances”.

3. The Managing Director of ARIA DMCC is Mr Matthew William Brittain (“Mr Brittain”) and his wife was the sole shareholder. He admits that he is the ultimate beneficial owner of ARIA DMCC. He is also the CEO and Chief Investment Officer of a Cayman Fund, Aria Commodity Finance Fund (“ARIA Fund”/ “the Fund”) and the sole director and sole shareholder in ARIA Capital Management, a Cayman company, and the UBO and controller of ARIA Fund. ARIA Capital Management FZE (Dubai) is the investment manager of the Fund: Mr Brittain is the Chief Investment Officer of the Fund.

4. The investment advisors with control over the Reserves were supposed to have invested the Reserves in ARIA Fund but USD 456 million was in fact directly remitted to ARIA DMCC.

5. In the Amended Judgment I found that there are serious issues to be tried that ARIA DMCC holds the Six Remittances on constructive trust for Techteryx. I also found that on the evidence before me Mr Brittain is the UBO of both ARIA DMCC and the Fund, and the person who appears to have the day-to-day conduct of their affairs. It appears that assets are transferred between the two by him at will and without formality. He gives every appearance of being the controlling mind of both entities. I described his evidence as “internally inconsistent, evasive and opaque”.

6. I found that there was a good arguable case (as defined in The Niedersachsen) that the investment advisors and Mr Brittain were fully aware and in agreement to act together “in fraud and to injure” Techteryx. The finding of such an agreement would involve the question of Mr Brittain’s knowledge as the directing mind of ARIA DMCC and whether in particular he was aware of the relevant circumstances or had knowledge which would indicate the facts to an honest and reasonable person or knowledge of circumstancesCommentHighlight which would put an honest and reasonable person on inquiry. It would also preclude ARIA DMCC from asserting that it was a bona fide purchaser for value without notice.

7. On 17 October 2025, I ordered Mr Brittain amongst other things to:

8. Techteryx contends that ARIA DMCC and Mr Brittain are in breach of these Orders and have brought proceedings for contempt.

9. ARIA Bio is a 100% subsidiary of ARIA DMCC and therefore ultimately beneficially owned by Mr Brittain. It is a company registered in the Hamriyah Free Zone, Sharjah, and according to its trading licence, it is engaged in multiple activities including the import, export and trading of bitumen and bituminous products. ARIA Bio is the owner and developer of port facilities, and a manufacturer and trader of bitumen and other petroleum products.

10. The evidence indicates that ARIA Bio received between USD 80 and 100 million of the Six Remittances. The evidence of Mr Brittain and David Andrew Gangell (the Managing Director of ARIA Bio), following a well-worn path in these proceedings, is inconsistent in terms of the amounts received by ARIA Bio derived from the Six Remittances, the sources and whether it was debt or equity. Further, Mr Gangell claims that monies have been loaned to ARIA Bio by ARIA Fund but declined to produce the relevant documentsCommentHighlight because of confidentiality restrictions. He produced an email to the professional directors of ARIA Fund requesting waiver of confidentiality but notably not to Mr Brittain in his capacity as the Managing Director and sole shareholder of ARIA Capital Management, the owner of the Fund and the Fund’s Chief Investment Officer. Mr Gangell says that his request has been ignored.

11. Techteryx points out the absurdity of this position for three reasons: first, Mr Brittain is UBO of both the UAE and Cayman groups of companies; second, the only monies in the Fund belong to Techteryx; and third, Mr Gangell admits that the confidentiality provisions are expressly disapplied “as required by law or by order of a court”. Mr Peto KC, Counsel for Techteryx, goes further and contends that ARIA Bio is Mr Brittain’s creature and is being used to obstruct justice.. Mr Peto describes Mr Gangell’s claim that ARIA Bio has written to ARIA Fund asking for permission to disclose the documents as Mr Brittain talking to himself. In that he is wrong: by Mr Gangell’s failure to address ARIA Bio’s request to waive confidentiality in the loan documents to Mr Brittain, it is in fact Mr Brittain studiously avoiding talking to himself.

12. Mr Gangell also claims that documents with third parties are subject to confidentiality restrictions. He produced what he says is an “example” of such a term. Again, following another well-worn path in these proceedings, the “example” is a mere extract of a document. The actual document is not produced even in redacted form.

13. Mr Tannock, Counsel for ARIA Bio relied heavily on an offer made by ARIA Bio to indicate that the Disclosure Application was unnecessary. On 17 April 2026, ARIA Bio’s lawyers responded, “We do not anticipate that this request will be controversial”. On 21 April 2026, they informed Techteryx’s lawyers that, “We are seeking instructions on whether our client is, in principle, willing and able to consent to the relief sought in your Application.” On 5 May 2026, ARIA Bio’s lawyers replied in detail:

14. Techteryx’s lawyers rejected the proposal because it did not meet the key objectives of the Disclosure Application, specifically to be able to identify and trace the onward movement of the proceeds of the Remittances received by ARIA Bio.

15. I refer briefly to an issue that arose shortly before the hearing on Friday, 17 July 2026 concerning the contents of the hearing bundle. I consider that it was “a storm in a teacup”. It led to some minor unnecessary costs (correspondence) and had no substantive impact on the hearing.

THE SERVICE APPLICATION

16. ARIA Bio also took points on service and jurisdiction. I commented on the artificiality of those points coming from a party that had served 5 detailed witness statements over a period of two months. Mr Tannock wisely indicated in his written submissions and orally at the hearing that ARIA Bio does not oppose the Service Application subject to issues of costs.

THE DISCLOSURE APPLICATION

17. The differences between the parties on the applicable legal principles are ones of emphasis. Both parties refer to the English procedures Norwich Pharmacal and Bankers Trust orders. While they have been found of assistance in the interpretation of the powers of the DIFC Courts, the Courts’ jurisdiction is to be found in DIFC laws and DIFC Court Rules (“RDC”) and the application of that jurisdiction in the decisions of the DIFC Courts.

18. Article 15 of Law No. (2) of 2025 Concerning Dubai International Financial Centre Courts (the “Courts Law”) provides:

19. Article 24(D) provides:

20. Article 36(1)(i) of The Law of Damages and Remedies 2005 provides:

“The Court may grant the following interim remedies … an order for disclosure of documents or inspection of property against a non-party.”

21. The RDC provide:

22. Earlier this year, in proceedings associated with the present case I observed:

“A Norwich Pharmacal Order is an order for the disclosure of information or documents against a non-party who has become “mixed up” in the wrongful conduct that infringed the claimant’s rights. A Banker’s Trust Order may be granted in exercise of the Court’s power under Article 36 of the DIFC Law of Damages and Remedies, often against financial institutions holding information relating to assets that are in issue.” (Techteryx Ltd v. IG Limited and Others [2025] DIFC DEC 001 (3 April 2026), [23])

23. In Skatteforvaltningen (The Danish Customs And Tax Administration) v FFA Private Bank (Dubai) Limited [2024] DIFC CFI 004, (25 July 2024), [16], H.E. Sir Jeremy Cooke stated:

“This statutory jurisdiction is therefore untrammelled by any other statutory restriction and the Court’s discretion is not fettered apart from the need for any discretion to be exercised judicially. The principles of DIFC law and any relevant common law fall to be taken into account on the well-known cascading basis in determining how that discretion should be exercised but that is a far cry from being required to apply an English statutory scheme which has no application in the DIFC. This Court will therefore take into account the principles upon which Norwich Pharmacal/Bankers Trust orders are made in England and other common law courts and, as prior DIFC authorities show, will apply the relevant criteria from such cases, but there is no relevant restriction in the law of the DIFC requiring that no such orders should be made simply because there is a permissive basis in DIFC law for obtaining evidence by the method of letters of request. The Court’s jurisdiction to make Norwich Pharmacal/Bankers Trust orders is not limited by any statute relating to the obtaining of evidence for foreign proceedings. The overriding objective for the Courts to deal with cases justly in RDC 1.7 requires the Courts to seek to give effect to it when exercising any power given to it by the Rules.”

24. In the present case, it is the Norwich Pharmacal Order that is relevant but as H.E. Sir Jeremy emphasizes one must bear in mind that the English authorities have developed in a different statutory environment to that of the DIFC.

25. ARIA Bio refers to the decision of H.E. Justice Roger Giles in Emirates REIT (CEIC) PLC and Anor v Nasdaq Dubai Limited [2020] CFI 054 (4 November 2020). In that case, His Excellency referred only to the English authorities. In particular he stated:

26. Lunars v Liuns and Others [2022] DIFC CFI 042 (26 October 2022) is referred to by both parties. In that case, H.E. Justice Shamlan Al Sawalehi considered RDC 28.51 in the light of the Nasdaq Case and the English authorities:

27. ARIA Bio submits that the threshold for a Norwich Pharmacal order requires:

Once these threshold requirements are met, the Court will consider, in its discretion, whether the disclosure sought is reasonable and proportionate in all of the circumstances, bearing in mind the exceptional nature of the jurisdiction.

28. I am happy to accept ARIA Bio’s summary. It captures the essence of the discretion identified by H.E. Justice Al Sawalehi in reliance on the Mitsui Case. I find reference to the Nasdaq Case less helpful in the present circumstances. First, H.E. Justice Giles was dealing with a case where proceedings had not yet been commenced. Secondly, he was not persuaded of the strength of the applicants’ cases. Here I have already held that Techteryx possesses a good arguable case against ARIA DMCC. Thirdly, the application was against Nasdaq Dubai an independent third party who in the words of Lord Reid in Norwich Pharmacal Co v Customs and Excise Commissioners [1974] AC 133 cited by Justice Giles at the top of his judgment “if through no fault of his own a person gets mixed up in the tortious acts of others so as to facilitate their wrong-doing he may incur no personal liability but he comes under a duty to assist the person who has been wronged”. In the present case, I am far from persuaded that ARIA Bio has become involved in the alleged wrongdoing of ARIA DMCC through no fault of its own given that all roads lead back to Mr Brittain. As Mr Peto indicated the possibility of proceedings directly against ARIA Bio, it would be inappropriate for me to say more.

29. Turning to the application of the criteria identified by ARIA Bio:

30. I must also be satisfied under RDC 28.52 that production is necessary in order to dispose fairly of the claim or to save costs. I am so satisfied. Techteryx has been trying to obtain evidence as to the fate of the Six Remittances since March 2025 and, assuming compliance with the Order I am about to make, the document to be disclosed by ARIA Bio should reveal what has become of at least USD 80-100 million of the USD 456 million.

31. As to discretion, I will address proportionality in the context of the competing forms of Order, but I will say something about the exceptionality of the relief. I accept that reference to the exceptional nature of the relief and the admonition against “fishing” were fully justified in the facts of Nasdaq and Lunars. In the former, as already noted, the Respondent was an independent institution and the Court considered the applicant’s claims against the alleged wrongdoers to be weak. The latter was an attempt to obtain pre-action disclosure whilst arbitration proceedings were already on foot and H.E. Justice Al Sawalehi held this precluded him from exercising the powers vested underCommentHighlight RDC 28.48 and RDC 28.51. In any event, he considered that the documents sought from this Court would inevitably arise in the arbitration proceedings.

32. The present case is closer to the Skatteforvaltningen Case where H.E. Justice Cooke continued at [16]:

“Where international fraud is concerned, it behoves this Court to assist the courts of friendly foreign nations in doing justice and, for that purpose, on the application of an alleged victim of such wrongdoing, to enable the foreign Court to have before it the maximum information available for it to make its own determination. There are no conflicting policy requirements of the kind which operate in England by reference to the statutory framework for providing evidence to be used in foreign proceedings.”

33. Thus, where credible allegations of international fraud are involved, whether the substantive claim is before this Court or another international court or tribunal, and in particular where the application is made against a party arguably linked to the alleged wrongdoer, considerations of the exceptional and intrusive nature of the order and suggestions that the applicant is fishing to gather evidence for the its case (which is any event would appear to be the object of the order contemplate by RDC 28.52(1)) will weigh less heavily in the Court’s discretion than the necessity to dispose fairly of the claim.

34. As to the forms of competing Order, I find ARIA Bio’s proposed Order unworkable and unsatisfactory. It proposes an elaborate procedure that denies Techteryx access to the basic and simple information contained in the unredacted bank statements. The proposed procedure contains no safeguards in that it allows no independent monitoring of the accuracy of the documents offered. ARIA Bio refuses to disclose its dealings with ARIA Fund arguably involving funds derived from the Six Remittances. The refusal is based an assertion of confidentiality that is groundless (see paragraph 11 above).

35. Of somewhat more substance are the points made in relation to ARIA Bio’s dealings with third parties. The evidence does seem to indicate that ARIA Bio is a genuine and fairly substantial trading entity. It is claimed that there are confidentiality agreements with its customers. This could be true but it is not established by the evidence supplied (see paragraph 12 above). I will not therefore impose the written confidentiality undertakings demanded by ARIA Bio as condition of its offer.

36. Of more substance appears to be the contention that considerable work would be necessary to produce unredacted copies of remittance advices recording or relating to the transfers, payments and withdrawals of any monies from the accounts held by theCommentHighlight Respondent that received payments from ARIA DMCC, and any other documentation evidencing or identifying the amount, the date, the payer (for deposits) / the payee (for withdrawals), the ultimate beneficiary and remittance details of such onward dealings. Notwithstanding that Techteryx modified its request to exclude amounts under USD 100,000 and ARIA Bio accepts that this will reduce the workload, I do accept that it may still be a substantial task that will inevitably capture irrelevant information.

37. During argument, I floated the idea that there should be a two-stage process. First, ARIA Bio should disclose the unredacted bank statements and then Techteryx should identify the specific transactions in respect of which it requires copies of remittance advices. Subject to ARIA Bio’s overarching submissions and the detailed procedure suggested by Mr Peto, the proposal found favour with Counsel.

38. Techteryx’s draft modified Order appears in the hearing bundle at page 13. I make the following comments:

COSTS

39. It is common ground that the usual costs order is that absent exceptional circumstances, innocent third parties who are the subject of a Norwich Pharmacal or Bankers Trust order (likewise the DIFC equivalents) are entitled to their costs of compliance. Helpful guidance is given in the English Court of Appeal case, Gorbachev v. Guriev [2023] EWCA Civ 327, [27]:

“… The principles are that:
(1) it is reasonable for an innocent third party to seek to protect private information by resisting a court order;
(2) as between an innocent claimant and an innocent third party it is more unjust for the third party to bear the costs than the claimant, because it is the claimant who is invoking the legal process to obtain a benefit, and the fact that the benefit
is one to which he is legally entitled is not enough to justify an innocent third party having to be out of pocket;
(3) in general the costs should be recovered from the wrongdoer, not the innocent third party, which the third party has no means to achieve;
(4) the principle does not treat a third party as entitled to do no more than adopt a neutral position before it is at risk of having to bear or pay the costs of resisting the application; active opposition, albeit unsuccessful, is not of itself unreasonable behaviour or sufficient to deprive the third party of the benefit of the general principle that the applicant should pay its costs;
(5) if it is reasonable for the third party to resist disclosure, it is entitled to decide on what basis to do so, and with what evidence, without losing its costs protection, provided that it does take an unreasonable course which unnecessarily increases the costs;
(6) there may be cases which require a different order but that will not usually be the case (a) where the third party had a genuine doubt whether the applicant was entitled to disclosure; or (b) where the third party was under a legal obligation not to disclose; or (c) where the legal position was not clear; or (d) where the third party could be subject to legal proceedings or might suffer damage if it gave voluntary disclosure; or (e) where disclosure would or might infringe a legitimate interest of another.”

40. The foregoing is predicated on the respondent being “innocent” and not taking an unreasonable course which unnecessarily increases the costs.

41. Mr Peto cited JSC BTA Bank v. Ablyazov [2014] EWHC 2019 (Comm), [79] – [82], per Flaux J (as he then was):

42. Techteryx submits that ARIA Bio is the wholly-owned subsidiary of ARIA DMCC, and Mr Brittain is the ultimate beneficial owner of both entities. It is one of the series of ARIA companies wholly owned and controlled by Mr Brittain to which the proceeds of the Six Remittances were dissipated, and in respect of which Mr Brittain has not adequately explained what happened to the monies transferred to these entities, and where the money is now. Given that Mr Brittain is the ultimate owner and controller of both entities, it follows that there is at least a serious issue to be tried that ARIA Bio knowingly received the proceeds of the Six Remittances paid in breach of trust.

43. Techteryx says that this application has been necessitated by ARIA DMCC’s and Mr Brittain’s non-compliance with the WFO and the October Order to disclose what has happened to the money transferred to ARIA Bio. It would not be just and appropriate to require Techteryx to pay the costs of ARIA Bio to provide information and documentation, which its parent company and ultimate beneficial owner and controller should have already provided under existing Court orders. Accordingly, ARIA Bio should be ordered to pay Techteryx’s costs, and it should meet its own costs of complying with any order made in response to the Disclosure Application.

44. In the light of the forthcoming Committal Application, I consider that I should reserve all questions of costs until I have determined that application and ARIA Bio has had an opportunity to comply with this Order.

45. Accordingly, the sub-heading of “Costs”, the Order shall read, “All questions of costs are reserved with liberty to both parties to restore their applications following determination of the Committal Application and compliance with this Order”.