December 10, 2025 SCT - JUDGMENTS AND ORDERS
Claim No: SCT 295/2025
THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS
IN THE SMALL CLAIMS TRIBUNAL
BETWEEN
OLEXA
Claimant/Applicant
and
ODON
Defendant/Respondent
ORDER WITH REASONS OF H.E. JUSTICE SAPNA JHANGIANI
UPON reviewing the Judgment of SCT Judge Maitha AlShehhi (the “Judge”) dated 14 August 2025 (the “Judgment”)
AND UPON reviewing the Claimant’s Appeal Notice dated 1 September 2025 seeking permission to appeal the Judgment (the “Application for Permission to Appeal”)
AND UPON reviewing the Defendant’s response dated 2 October 2025 to the Application for Permission to Appeal
AND UPON considering the documents and submissions filed by both parties and recorded on the case file
AND UPON hearing Counsel for the Claimant and Counsel for the Defendant at the hearing held on 28 October 2025 before H.E. Justice Sapna Jhangiani (the “Hearing”)
IT IS HEREBY ORDERED THAT:
1. The Permission to Appeal Application is refused.
2. There shall be no order as to costs.
Issued by:
Delvin Sumo
SCT Judge and Assistant Registrar
Date of Issue: 10 December 2025
At: 2pm
SCHEDULE OF REASONS
Introduction
1. The Claimant was employed by the Defendant from 6 December 2022 under a written employment agreement dated 8 December 2022 (the “Employment Contract”). The Claimant’s employment was terminated on 10 June 2025 through his resignation pursuant to a release agreement between the Claimant and the Defendant dated 10 May 2024 (the “Release Agreement”).
2. The Claimant filed his Claim against the Defendant on 22 April 2025, more than 6 months after the termination of his employment. The Claimant’s outstanding Claim at the time of the Judgment was for four months of his basic salary at AED 165,000 (the “Additional Salary Payments”).
3. The Claimant claims he is owed the Additional Salary Payments under the Release Agreement; alternatively, under a separate agreement entered into with the Defendant under which the Defendant offered the Claimant four months’ worth of salary for him to resign. The Claimant contends that there was offer, acceptance, consideration and intention to create legal relations for this agreement, which is based on the following:
a) The Defendant’s former CEO sent the Claimant the following message by WhatsApp on 8 May 2024 (the “8 May 2024 Message”):
“The offer of additional compensation has already expired, but I’m willing to extend it for this week as long as you’re responsive and sign before Friday”
b) The Claimant signed the Release Agreement on Friday 10 May.
4. For completeness, it bears mentioning that the Claimant contends he had initially been offered six months’ salary as an incentive to resign by the Defendant’s former CEO during a meeting on 26 April 2024, and that he had felt pressured to sign the Release Agreement that included only four months of salary upon his resignation.
5. The Claimant claims that the Defendant’s promise through its former CEO that it would pay the Claimant the Additional Salary Payments if he resigned amounted to a clear promise that the Claimant relied on to his detriment by resigning. The Claimant asserts that the Defendant should be estopped from going back on that promise through the doctrine of promissory estoppel. He relies on correspondence after the Release Agreement between him and the current CEO of the Defendant discussing the payment of “settlement amounts” to him, and contends that at no point until December 2024 was he given the impression that the Additional Salary Payments would not be paid to him.
6. The Claimant also sought an order imposing penalties on the Defendant of AED 300,162.86 pursuant to Article 19 of the DIFC Employment Law No. 2 of 2019 as amended (the “Employment Law”), due to the Defendant’s failure to pay the sums the Claimant claims are due to him within 14 days of the termination of his employment.
7. The Defendant denies the Claimant’s Claim, submitting that the Claimant was paid all his entitlements in full under the Release Agreement, and that Schedule 1 to the Release Agreement sets out the Claimant’s full and final settlement. Schedule 1 includes the Claimant’s salary and annual leave entitlements until 10 June 2024, but does not include the Additional Salary Payments. The Defendant further submits that any payment under Clause 4(b) of the Release Agreement is entirely discretionary.
8. The Defendant denies that it promised to pay the Claimant the Additional Salary Payments to resign, and contends that the doctrine of promissory estoppel does not apply. The Claimant’s breach of contract claim is also denied on the basis that the Additional Salary Payments were not due under the Release Agreement.
The Release Agreement
9. The terms of the Release Agreement are important to the determination of this case, and are set out below:
a) The recital provides that the Release Agreement “confirms the circumstances surrounding the cessation of your employment with [the Defendant]”.
b) “Cessation Date” is defined as 10 June 2024 (unless the Claimant were to commence new employment before that date, which he did not).
c) Clause 4 of the Release Agreement is critical, and provides as follows:
“4. End of Service Payments & Final Settlement
a. Odon will pay your final settlement, which includes all your dues in respect of salary, leave and other benefits including end of service gratuity, if applicable, related to your employment with Odon, in accordance with the DIFC Employment Law, the Employment Agreement and the DIFC Authority Employee Policies and Procedures.
b. After the Cessation Date, Odon may elect, at its own discretion, to grant you some of the following additional benefits (“Additional Benefits”) for a limited period of 4(4) month(s): - monthly payments equal to your base salary for four (4) additional month(s);
For the avoidance of doubt, all Additional Benefits granted in accordance with this Clause 4(a) shall immediately cease and terminate should you (i) begin a New Employment or (ii) be engaged as a service provider or independent contractor (“Independent Engagement”) during the above-mentioned four (4) month period or (iii) breach any previous or current contractual obligations to the firm including non-disparagement.
By signing this Agreement, you hereby undertake to promptly, within five (5) calendar days from signing an offer, agreement engagement letter, or similar documentation (including email acceptance) in relation to such New Employment or Independent Engagement, inform Odon of such New Employment or Independent Engagement. Failure to inform Odon in a timely manner shall be considered as a material breach of this Agreement and result in Odon’s right to recover the entirety of the payments incurred in relation to your Additional Benefits.
c. You agree that the amounts contained in Schedule 1 of this Agreement, represents all your dues related to your end of service. By signing this Agreement you waive all your rights to claim any further payments in connection with your employment with Odon.”
Time-Bar Issue
10. The Defendant asserts that the Claimant’s Claim under the Release Agreement is time-barred pursuant to Article 10 of the Employment Law, which provides that this Court shall not consider a claim under the Employment Law uness it is brought no later than 6 months after the relevant employee’s termination date, subject to Article 20(2) of the Employment Law.
11. Article 20(2) addresses unlawful deductions made by an employer and Article 20(2)(a) provides that, in the case of a claim relating to a series of deductions from, or non-payment of, Remuneration to an employee, the claim must be brought within 6 months of the last of the series of deductions or non-payments of Remuneration.
12. The Claimant submits that the additional payments he was due under Clause 4(b) of the Release Agreement were a series of four payments under Article 20(2)(a)(iii), the first payment of which should have been made on 10 July 2024, and the final payment on 10 October 2024. Alternatively, if the payments were aligned with his usual salary payments, they would have begun on 25 July 2024 and ended on 25 October 2024. The six-month limitation period would therefore have commenced on 10 October 2024 at the earliest, and expired on 10 April 2025 or 25 April 2025.
13. The Defendant denies that Article 20(2) is engaged because the Additional Salary Payments were never due to be paid by the Defendant.
The Judgment
14. The Judgment found as follows:
a) The Claimant’s claim for penalties under Article 19 of the Employment Law could not be considered because the Claimant failed to quantify the penalty amounts in his Claim Form, and failed to file an amended Claim Form and pay a fee uplift. The Claimant’s Claim was therefore limited to the financial limit of AED 174,790 in the Claim Form.
b) There was “insufficient evidence to establish that the Claimant was forced to resign or that the additional payment was conditional upon signing the Release Agreement”. The learned Judge’s specific finding in relation to the 8 May 2024 Message and subsequent correspondence and signing of the Release Agreement was as follows: “I do not find that it is sufficient proof that the Claimant was induced to resign due to the proposed additional payments and then forced to agree to the terms of the Release Agreement”.
c) The Defendant had no contractual obligation to pay the Additional Salary Payments under the Release Agreement as any additional payments were discretionary, as shown by the following wording in Clause 4 (with emphasis added in the Judgment): “Odon may elect, at its own discretion, to grant you some of the following additional benefits…”.
d) In any event, the Claimant’s Claim was time-barred. The learned Judge rejected the Claimant’s argument that the Additional Salary Payments should have been been made on the 25th of each month after the Release Agreement, in accordance with the usual salary payment date, and held that it would be reasonable to adopt the 10th of each month following June 2024 as the timeline for each monthly payment. The final instalment would be payable on 10 October 2024, meaning that the latest permissible filing date would be 10 April 2024.
Claimant’s Grounds of Appeal
15. The Claimant’s Grounds of Appeal are set out below in full, and shall be referred to as Grounds 1 to 6:
“Ground one: Article 19 penalty
1.1 At Paragraph 32 of the Judgment the Learned Judge found that because the Applicant failed to quantify the penalty sought in the Claim Form and pay an uplift in the Court fee, that he is not entitled to the penalties sought. Therefore, the Learned Judge limited the Applicant to claim the amount set out in his claim form, being AED 174,790.
1.2 The Applicant submits that the Learned Judge erred in law and misapplied Article 19 of the DIFC Law 2/2019, as amended by DIFC Amendment 1/2024 (“DIFC Employment Law”). The penalty imposed on the Respondent by Article 19 is an automatic entitlement in DIFC Employment Law that acts in a similar way to interest. It falls within the Court’s powers to award a sum in accordance with the provisions under Article 19.
1.3 It is not necessary for the Applicant to have calculated the penalty at the time of submitting the Claim Form (particularly as the Applicant filed the Claim Form as a litigant in person and without the benefit of legal advice) as the penalty is an unquantifiable sum which increases with time. Therefore, it is not capable of being captured for the purpose of the Court fee. However, the Applicant did plead the penalty in his Claim Form, and this was further quantified in the Further Submission dated 17 July 2025.
1.4 The Applicant submits that an amendment to the Claim Form was not required, as stated by the Learned Judge during the hearing, as the Applicant was afforded an opportunity to file a further submission which he did on 17 July 2025 quantifying the penalty.
1.5 Accordingly, the Learned Judge erred in law in dismissing this element of the claim. In turn, the claim became a civil contract claim and was no longer capable of being an employment claim (as further detailed in ground four below).
Ground two: interpretation of the Release Agreement
2.1 At Paragraphs 45 and 47 of the Judgment, the Learned Judge held the additional four months compensation to be paid under the Release Agreement are discretionary payments. The Applicant submits that the Learned Judge misdirected herself and misapplied contract law principles in her interpretation of the clause 4 of the Release Agreement.
2.2 The Learned Judge erred in her interpretation as she failed to interpret clause 4 as a whole and failed to consider the latter part of clause 4, concluding that the Respondent was entitled to use absolute discretion not to pay the sums agreed, a premise that is not actually contained within the wording of Clause 4. Clause 4 does not state that the Respondent has the discretion ‘not to pay or pay’ but that it has ‘discretion to grant’ additional benefits. The Respondent used its discretion in granting the additional benefits as these were expressly detailed within the release Agreement. The purpose of latter paragraph in clause 4 was to stipulate the circumstances in which the Respondent would be entitled to use its discretion to pay some of the granted benefits in the event of default that renders the benefits forfeit.
2.3 Accordingly, the four months additional compensation were already granted to the Applicant, and the Respondent was not entitled to use its discretion in the circumstances.
Ground three: contractual claim
3.1 Despite the Learned Judge’s dismissal of the penalty (as set out in ground one), the Learned Judge failed to recognise that the Release Agreement is a stand-alone settlement agreement, as acknowledged by the Respondent and as evidenced by the Applicant’s evidence of fact.
3.2 Accordingly, the Learned Judge erred in concluding that the claim does not fall within DIFC Contract Law which provides a limitation period of 6 years. The Applicant submits that this conclusion is wrong.
Ground four: limitation
4.1 At Paragraphs 43, 44 and 48, the Learned Judge found that the claim was time barred, based on the Learned Judges error in interpreting the contract and incorrect application of the law as set out in the other grounds in this application.
4.2 Had the Learned Judge held that that Release Agreement did in fact oblige the Respondent to make the additional four months compensation payments, time would have started on 11 October 2024. In addition, the Learned Judge failed to consider Article 19 (1) of DIFC Employment Law which grants a 14-day period for the Respondent to make the payment. This, when added to the 11 October 2024 date, would grant a final date to present a claim as 24 April 2025. The claim was issued prior to 25 April 2025.
4.3 Accordingly, the Applicant’s claim was not time barred.
Ground five: promissory estoppel
5.1 Similarly, The Learned Judge was wrong in that she failed to consider or recognise the Parties’ promissory estoppel submissions. The Applicant submits that the Learned Judge was wrong not to have considered and decided on these submissions.
Ground six: documentary evidence
6.1 At Paragraph 46 of the Judgment, the Learned Judge was wrong in placing too much emphasis on the Applicant’s resignation. The Learned Judge failed to consider the Applicant’s evidence of fact which shows that, on 8 May 2024, the Respondent applied pressure on the Applicant and that the Applicant signed the Release Agreement on 10 May 2024 as a result of the pressure.
6.2 In addition, the Learned Judge failed to consider the facts presented that the Applicant had repeatedly sought the agreed payment from the Respondent and that the Respondent had never indicated that payment would not be made. The Respondent provided no evidence as to why payment was not made or challenged any of the evidence submitted by the Applicant. The Learned Judge erred in failing to recognise that this could have been a bad faith tactic to lead the Applicant into believing that payment would be made in order to ‘run out the clock’.
6.3 The Applicant submits that the Learned Judge was wrong in that she failed to give appropriate weight to this evidence, the evidence being unchallenged by the Respondent.”
Applicable Principles for Permission to Appeal a Decision of the SCT
16. Pursuant to Article 21 of DIFC Law No. (2) of 2025 (pertaining to the DIFC Courts), judgments of the Small Claims Tribunal may be appealed before the Court of First Instance where the appeal relates to:
1. a question of law;
2. an allegation of a miscarriage of justice;
3. an issue of procedural fairness; or
4. a matter provided for in or under DIFC Laws.
17. Under Rule 53.87 of the Rules of the Dubai International Financial Centre Courts 2014 (the “RDC”), the “Court”, meaning the Court to which an appeal is made, will allow an appeal where the decision of the lower court was:
(1) wrong
(2) unjust because of a serious procedural or other irregularity in the proceedings; or
(3) wrong in relation to any other matter provided for or under any law.
18. Under RDC 53.89, an application for permission to appeal a decision of the SCT must be made to the Court of First Instance in a particular form, and under RDC 53.91, permission to appeal may only be granted by me as a judge of the Court of First Instance where:
(1) the Court considers that the appeal would have a real prospect of success; or
(2) there is some other compelling reason why the appeal should be heard.
19. Applying the test that the appeal would have a real prospect of success requires a prospective assessment. In short, an applicant must show that there is a real (i.e. realistic as opposed to fanciful) prospect of persuading an Appeal Court that the learned Judge of first instance in the Small Claims Tribunal was wrong in what she decided, or that the decision was unjust because of a serious procedural or other irregularity in the proceedings. This requirement must be satisfied by the grounds of appeal advanced, and any submissions showing how it is contended that the learned Judge erred in her findings and decision.
Analysis and Decision
20. It is fair to say that the Claimant’s case was somewhat recast in the oral submissions advanced by the Claimant’s Counsel at the Hearing, as compared to the Claimant’s Grounds of Appeal and the Claimant’s case at first instance. Nevertheless, having considered all of the material and the submissions before the Court, including both parties’ oral submissions at the Hearing, I am satisfied that there is no realistic prospect of the Claimant persuading an Appeal Court that the learned Judge was wrong, and I see no other compelling reason why an appeal should be heard.
21. As acknowledged by the Claimant’s Counsel in oral submissions, the central issue underlying the appeal is the learned Judge’s construction of the Release Agreement.
22. The Claimant relied upon the canons of construction set out at Articles 49 to 55 of DIFC Law No. 6 of 2004, as amended (the “Contract Law”). In particular, the Claimant highlighted that, when construing a contract, regard shall be had to all relevant circumstances such as pre-contractual negotiations as well as post-contractual conduct (Article 51); terms shall be interpreted in light of the whole contract (Article 52); and if contract terms supplied by one party are unclear, then an interpretation against that party is preferred (Article 54).
23. The crux of the dispute between the Claimant and Defendant is that the Claimant argues that the Release Agreement itself evidences that the Defendant had already exercised its discretion to grant the Additional Salary Payments, and those benefits could then only be lawfully denied if the conditions in clause 4(b) were breached (see Ground 2). The Defendant submits that, under the plain wording of clause 4(b), the Defendant had an absolute discretion to confer the Additional Salary Payments. If it had decided to grant those additional benefits, then the conditions set out in the remainder of clause (b) would apply, but the conditions would not fetter the Defendant’s discretion to grant the additional benefits.
24. A large part of the Claimant’s Counsel’s oral submissions focused on the “Good Leaver” / “Bad Leaver” provisions in the Claimant’s Employment Contract, which entitle a “Good Leaver” to three months of basic wage upon the termination of their employment. Certain termination scenarios would entitle an employee to be treated as a “Good Leaver’, including, as relevant for present purposes, a termination for convenience by an employer. A “Bad Leaver” categorisation would be applied where the employee’s employment with the Defendant was terminated for any reason other than those applicable to a “Good Leaver”, and would include a resignation by an employee (without cause).
25. The Claimant argued that if the Claimant had been terminated for convenience, he would have received three months’ basic pay. However, he forewent that compensation when taking up the Defendant’s offer to resign, and ought therefore to have been treated as a “Good Leaver”. The Claimant emphasised that the negotiations between the Claimant and the Defendant’s former CEO are important to the construction of the Release Agreement, as the 8 May 2024 Message demonstrates that the Claimant only accepted the agreement to resign (which had been sent to him by that stage) upon the promise of the Additional Salary Payments by the Defendant’s former CEO. Further, the Claimant points out that he agreed to a one-year non-compete clause at clause 8 of the Release Agreement, as compared to a six-month non-compete provision in his Employment Contract, and it would be nonsensical for him to agree to this if it were not on the basis that he would receive the Additional Salary Payments for resigning. The Claimant’s Counsel argued in oral submissions that the learned Judge erred by not finding that the Claimant should have been treated as a “Good Leaver” (the Claimant also contended that the Claimant “must be a Good Leaver”).
26. The Claimant’s primary case, as argued in oral submissions, was that he was entitled to three months’ mandatory base salary with an additional discretionary payment of a month; alternatively that clause 4(b) must be construed in light of the negotiations which preceded it, and in the context of the entire clause, such that any discretion would be exercised unlawfully in circumstances where, after the termination date, the Claimant complied with the conditions below clause 4(b).
27. The challenge with the Claimant’s case is that, even if his factual case is taken at its very highest, and an appeal court were to accept that the Claimant was induced to resign with the promise of the Additional Salary Payments, and then the Defendant delayed payment of “settlement amounts” until the expiry of the limitation period, none of these points can overcome the fact that the Release Agreement unambiguously provides as follows:
a) The Claimant agreed that the amounts contained in Schedule 1 of the Release Agreement represented all dues related to the Claimant’s end of service and he waived his right to claim any further payments in connection with his employment with Odon (clause 4(c)).The Claimant’s Counsel argued in oral submissions that the waiver in clause 4(c) is not effective in respect of discretionary payments, and that is correct: the Defendant might make additional payments to the Claimant under clause 4(b), in its discretion, but the Claimant’s entitlements were limited to Schedule 1.
b) Clause 4(b) provides that after the Cessation Date, “the Defendant may elect, at its own discretion, to pay the Claimant a monthly salary for 4 months”. Even taking into account the conduct of the parties before and after the Release Agreement – including the 8 May 2024 Email - that conduct cannot alter the clear meaning of Clause 4(b), which the Claimant agreed to upon executing the Release Agreement. I accept that the Claimant may have been under the impression that he was due to be paid the Additional Salary Payments by the Defendant, which were not set out at Schedule 1 to the Release Agreement, and he may also have taken the view that he forewent certain rights by entering into the Release Agreement. However, there is no ambiguity in the terms the Claimant signed up to in the Release Agreement: it was for the Defendant to elect after the Cessation Date whether to make the Additional Salary Payments to the Claimant.
28. Based on the clear terms of the Release Agreement, I foresee no real prospect of success in an appeal in this matter on Ground 2 of the Grounds of Appeal.
29. It is also clear that, according to the definition of a “Good Leaver” in the Claimant’s Employment Contract, he was not a Good Leaver. The Claimant’s argument in oral submissions that he “must have been a Good Leaver” has no prospect of success. The Claimant’s alternative formulation that he should have been treated as a “Good Leaver” does not take the Claimant any further, as ultimately he signed up to the Release Agreement which is clear and unambiguous in its terms as to the benefits he would receive upon the termination of his employment (as set out in Schedule 1), and the discretionary further payments he may receive (as set out at clause 4(b)).
30. Given that Ground 2 of the Claimant’s Grounds of Appeal fails, Grounds 1, 3 and 4 fall away.
31. I deal with Grounds 5 and 6 briefly:
a) The learned Judge noted the Claimant’s promissory estoppel argument at [20] of the Judgment, and found that there was insufficient evidence to establish that the Additional Salary Payments were conditional upon signing the Release Agreement. I see no realistic prospect of success on Ground 5, particularly bearing in mind, as found above, that the Claimant signed up to the Release Agreement which is clear and unambiguous in its terms, and in the dues the Claimant would receive upon the termination of his employment, as set out in Schedule 1.
b) As I have held above in relation to my construction of the Release Agreement, the aspects of documentary evidence relied upon by the Claimant under Ground 6 relating to pre-contractual negotiations and post-contractual conduct cannot alter the clear and unambiguous meaning of the Release Agreement. Further and in any event:
i. I see no prospect of an appeal court interfering with the learned Judge’s findings that that there was insufficient evidence to establish that the Claimant was forced to resign, notwithstanding the 8 May 2024 Message and the fact that the Release Agreement was executed on Friday 10 May 2024. The Claimant’s correspondence with the Defendant’s former CEO following the 8 May 2024 Message is inconsistent with his being pressured to sign the Release Agreement, or accepting a binding offer of additional benefits by signing the Release Agreement. For example, the Claimant’s immediate reply to the 8 May 2024 Message was “I think we talked about this and I had my request. If you want another meeting to discuss it again, fine with me.”
ii. The Claimant chased the Defendant for payment following the Release Agreement, and a number of WhatsApp messages were exchanged between the Claimant and the Defendant up to December 2024 referring to the Claimant receiving payment of “settlement amounts”. As I noted at the Hearing, it is not clear that such “settlement amounts” comprised the Additional Salary Payments, rather than outstanding sums due to the Claimant under Schedule 1 of the Release Agreement, though I accept that the Claimant most likely believed he was going to be paid the Additional Salary Payments.
Costs of the Application for Permission to Appeal
32. Pursuant to RDC 53.118, I have a discretion as to the allocation of costs for the Claimant’s Application for Permission to Appeal. RDC 53.79 may be relevant as to how that discretion may be exercised:
“53.79
The General Rule is that each party shall bear its own costs. However, the SCT may order a party to a small claim to pay a sum to another party in respect of that other party’s costs, fees and expenses, including those relating to an appeal, where:
(1) such part of any Court or Tribunal fees paid by that other party as the SCT may consider appropriate;
(2) such further costs as the SCT may assess by the summary procedure and order to be paid by a party who has behaved unreasonably.”
33. The Defendant submits that the Claimant should pay its costs of the Permission to Appeal Application on the basis that it was unreasonable for the Claimant to have pursued his arguments on appeal because they were so unmeritorious. The Claimant submits that the general presumption in the SCT that each party shall bear its own costs should apply, and points out that the Defendant’s attendance at the Hearing was non-mandatory.
34. I decline to make an award of costs in the Defendant’s favour, and find that each party shall bear its own costs of the Permission for Appeal Application. Whilst I have found that the terms of the Release Agreement are clear and unambiguous, my impression from the case record is that the Claimant genuinely believed he would receive the Additional Salary Payments from the Defendant, based on his interactions with the Defendant, notwithstanding that he signed up to the Release Agreement which provided that such payments would be in the absolute discretion of the Defendant. In all the circumstances, I do not find the Claimant’s conduct to have been unreasonable.
