DIFC Courts

Onoria v Orvil [2025] DIFC SCT 160

September 09, 2025 SCT - JUDGMENTS AND ORDERS

Claim No: SCT 160/2025

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

ONORIA

Claimant/Applicant

and

ORVIL

Defendant/Respondent

ORDER WITH REASONS OF H.E. JUSTICE SAPNA JHANGIANI

UPON reviewing the Judgment of H.E. Justice Maha Al Mheiri (the “Judge”) dated 16 July 2025 (the “Judgment”)

AND UPON reviewing the Claimant’s Appeal Notice dated 17 July 2025 seeking permission to appeal the Judgment (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 the Claimant at the hearing on 9 September 2025 (the “Hearing”), at which the Defendant did not appear

IT IS HEREBY ORDERED THAT:

1. The Application for Permission to Appeal is refused.

2. There shall be no order as to costs.

Issued by:
Hayley Norton
SCT Judge and Assistant Registrar
Date of Issue: 9 September 2025
At: 12pm

SCHEDULE OF REASONS

Introduction

1. The Claimant, as supplier, and the Defendant, as hirer, entered into an agreement for the rental of a Telehandler with bucket, fork and hook (the “Equipment”) by the Claimant to the Defendant in early November 2020.

2. The following documents are relevant to the agreement between the Claimant and the Defendant:

(a) Email correspondence between the parties, showing that a quotation was sent by the Claimant to the Defendant on 3 November 2020, requesting that to proceed with the order, the Defendant should stamp, sign and send back the Claimant’s quotation with a LPO (Local Purchase Order). There are no documents on the record showing that the Defendant stamped, signed and returned the Claimant’s quotation.

(b) A document entitled “Plant Hire Agreement” on the Defendant’s letterhead dated 4 November 2020, which is signed by a representative of the Defendant, but not the Claimant (the “Plant Hire Agreement”).

(c) A “no objection” letter from the Claimant dated 5 November 2020 stating it had no objection for Mr Osbert to work under the Defendant.

(d) A “Delivery Note / Hire Contract” dated 7 November 2020 on the Claimant’s letterhead referring to contract number and confirming delivery of the Equipment on 7 November 2020.

(e) A document on the Claimant’s letterhead which refers to a collection date of “11/05/21” and refers to a contract number. The details of the Equipment are set out on this document, which states that the operator is Mr Osbert .

3. The Claimant also relies on an undated document entitled “New Customer checklist/process” on the Claimant’s letterhead, which is stated to be for internal use only. Page 3 of this document is entitled “Credit Application Form” and is also on the Claimant’s letterhead. The Credit Application Form was completed by the Defendant as follows:

(a) The Defendant set out the list of authorised signatories to sign a LPO (Local Purchase Order) with the Claimant;

(b) The section of the form entitled “Details of your Credit Requirement from Onoria” is blank.

(c) The form is signed and stamped by the Defendant with the date 30 July 2019, and attaches a number of documents including a self-declaration on sanctions and money laundering; a certificate of tax group registration in the UAE; a trading license; trading register certificate; permit from the Economic Development Department of the government of Sharjah; warehouse permit; and membership registration from Sharjah Chamber of Commerce and Industry.

4. At the end of the “New Customer checklist/process” document, is a quotation on the Claimant’s letterhead dated 18 July 2019 sent to the Defendant. The quotation sets out general terms and conditions, including payment terms, and states that the hired equipment is subject to the Claimant’s “Standard terms and conditions of hire” which are attached, and number 14 clauses. The first provison states that the terms and conditions shall apply to each Hire Agreement to exclusion of any other terms that the Hirer seeks to impose, including the Hirer’s standard terms and conditions, unless expressly agreed to in writing by the Claimant. It appears from an email from the Defendant to the Claimant dated 22 July 2019 that the Defendant proceeded with the quotation.

5. The Claimant also relies on an unsigned document on its letterhead with the heading “Customer Account Creation” and the sub-heading “Onoria Terms and Conditions”. This document sets out 42 clauses of terms and conditions. At the bottom right hand corner of the document there is a box with the words “Customer Account Creation” and the date “03/06/2024”. I shall refer to this document as the “Claimant’s 2024 Terms and Conditions”.

6. The Claimant’s claim in the Small Claims Tribunal (“SCT”) is for an order that the Defendant pays AED 2,451.82 for outstanding invoices under the Agreement, in addition to court fees. The statement of account relied on by the Claimant shows an amount of AED 2,451.82 outstanding from three invoices dated 31 December 2020, 28 February 2021, and 31 March 2021. The Claimant also claims compensation of AED 20,000 as contractual damages for legal recovery due to non-payment, which is sought pursuant to clause 37 of the Claimant’s 2024 Terms and Conditions.

7. The Defendant relied in its defence on clause 14 of the Plant Hire Agreement which provides as follows:

“Accommodation (without bedding) & Transportation for the operator to be provided by the Hirer. Food will be provided by the Supplier”.

8. The Defendant submits that it provided meals to the Claimant’s personnel at its mess facilities, and backcharged the costs (the “Deductions”) to the Claimant since the Claimant was contractually responsible for those meals. The total cost was AED 2,451.82, such that there is no outstanding liability from the Defendant to the Claimant.

9. The Claimant’s position is that the Defendant’s explicit acceptance of the Claimant’s terms and conditions is proven by the Credit Application Form at page 3, and that these documents govern the commercial relationship between the parties and are binding on the Defendant.

10. The Claimant further asserts that the Defendant accepted the Claimant’s 2024 Terms and Conditions at the time of creating an account with the Claimant. These terms include the following:

(a) Clause 33 authorises the Claimant to pursue full legal recovery, including associated court and legal fees in the event of non-payment;

(b) Clause 36 provides for late payment fees of 10% per annum, from the invoice date until full payment is received, and states that all legal fees in relation to outstanding account payments requiring legal action for collection are the full responsibility of the Hirer;

(c) Clause 38 of the Claimant’s terms and conditions stipulate that Onoria’s terms always take precedence over any customer-imposed conditions;

(d) Clause 39 provides that payment is mandatory and not negotiable and must be paid regardless of the Hirer’s project not being paid or for any other reason.

11. With its Appeal Notice, the Claimant submitted a copy of the front page of the “Credit Application Form” completed by the Defendant, with the Claimant’s 2024 Terms and Conditions attached. The Claimant submitted at the Hearing that this document proved that the Defendant agreed to the Claimant’s 2024 Terms and Conditions at the time of creating an account with the Claimant.

12. The Court observes that the copy of the Claimant’s terms and conditions attached to the quotation appended to the Credit Application Form filed with the Claimant’s claim form is different from the Claimant’s 2024 Terms and Conditions which were appended to the Credit Application Form filed by the Claimant with its Appeal Notice.

The Judgment

13. The Judgment found as follows:

(a) The Defendant’s Deductions were consistent with its understanding of its contractual obligations, particularly under clause 14 of the Plant Hire Agreement. As the Claimant did not provide meals as required, the Defendant was entitled to offset the costs. On a balance of probabilities, the Court accepted that the Defendant had provided consistent and credible evidence to support its position, including six debit notes totaling AED 2,451.84, which were contemporaneously issued, not disputed at the time, and linked to the Claimant’s relevant invoices and invoice periods.

(b) The Claimant failed to produce clear contractual provisions or credible evidence to show that the Deductions were prohibited or required prior approval. The Court was not satisfied that the Claimant’s own terms and conditions were properly incorporated into the agreement. The unsigned documents presented by the Claimant carried limited legal weight.

(c) Based on the reasons above, the Claimant failed to establish its claims, which were dismissed by the Court.

Claimant’s Grounds of Appeal

14. The Claimant’s grounds of appeal are set out below in full:

“1. Improper Assessment of Contractual Documentation and Terms

  • The Court placed substantial reliance on Clause 14 of the Plant Hire Agreement, which was unsigned and unacknowledged by the Appellant.
  • In contrast, the Appellant submitted its Terms and Conditions, clearly accepted and acknowledged by the Respondent during the customer account creation process.
  • Clause 38 of the Appellant’s Terms explicitly states:
    “Onoria Terms & Conditions always supersede and take authority over all customer purchase order Terms & Conditions.”
  • The Court failed to adequately assess whether the Appellant’s Terms were incorporated and binding, despite evidence that they were part of the account opening documentation and governed the business relationship.
  •  

2. Evidentiary Weight Afforded to Respondent’s Self-Issued Documents

  • The Court treated the six debit notes issued by the Respondent as reliable and “contemporaneous” evidence of back charges.
  • However, these debit notes were not acknowledged, signed or approved by the Appellant, nor supported by objective proof (eg., timesheets, receipts or confirmations).
  • The Court impropertly based burden on the Appellant to disprove unverified, unilateral deductions by the Respondent – contrary to DIFC contractual principles.

3. Lack of Proof for the Underlying Justification of Deductions

  • The Respondent failed to provide credible proof that:
    • Meals were indeed provided by them in place of the Appellant;
    • The cost of such meals was agreed to be chargeable;
    • The Appellant had defaulted on its obligation under any enforceable clause.
  • The relevant clause (Clause 14) reads:
    • “Accommodation (without bedding) & Transportation for the operator to be provided by Hirer. Food will be provided by the Supplier.”
    • Yet, this clause does not authorize monetary deduction nor specify mechanisms for back charges, particularly when the document remains unsigned and disputed.

4. Misinterpretation of Article 13.1 and Governing Law

  • The Appellant’s Terms of Business clearly state that the governing law is DIFC Law of Contract and disputes fall under exclusive DIFC jurisdiction.
  • DIFC contract law upholds the principle of freedom of contract, but also mandates evidence of mutual agreement and prohibits unilateral amendments or deductions unless expressly agreed.
  • The Court did not assess whether the back charges met the standard of legal enforceability under DIFC law, in absence of an agreed mechanism for such deductions.

5. Fundamental Procedural Error: Unequal Treatment of Documentation

  • The Court dismissed the Appellant’s signed customer account documentation and account terms due to absence of a signed Plant Hire Agreement.
  • However, the same standard was not applied to the Respondent’s unsigned or self-issued debit notes, creating procedural imbalance and unequal evidentiary treatment.”

Applicable Principles for Permission to Appeal a Decision of the SCT

15. Pursuant to Article 21 of DIFC Law No. (2) of 2025 (pertaining to the DIFC Courts), judgments of the SCT may be appealed before the Court of First Instance (“CFI”) 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.

16. 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.

17. Under RDC 53.89, an application for permission to appeal a decision of the SCT must be made to the CFI in a particular form, and under RDC 53.91, permission to appeal may only be granted by me as a judge of the CFI 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.

18. 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 SCT 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

19. Having considered all of the material and the submissions before the Court, including the Claimant’s 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, or that the Judgment was unjust because of a serious procedural or other irregularity in the proceedings. I see no other compelling reason why an appeal should be heard.

20. A key finding in the Judgment was that the terms and conditions relied upon by the Claimant – the Claimant’s 2024 Terms and Conditions – were not incorporated in the agreement between the Claimant and the Defendant. I do not see any prospect of a successful appeal against this point.

21. The Claimant sought to persuade the Court at the Hearing that its 2024 Terms and Conditions were agreed to by the Defendant upon creating an account with the Claimant. However, the Claimant accepted at the Hearing that the Defendant created an account in 2019, and its 2024 Terms and Conditions clearly date from 2024. Despite attaching a document to its Appeal Notice purporting to show that the Defendant agreed to the Claimant’s 2024 Terms and Conditions when completing the Credit Application Form in 2019, the Claimant ultimately accepted that this could not be the case. It must also be borne in mind that the agreement between the Claimant and the Defendant giving rise to these proceedings was entered into in November 2020, and therefore predates the Claimant’s 2024 Terms and Conditions. I shall not address the extent to which the Claimant deliberately sought to mislead the Court by presenting evidence purporting to show that the Claimant’s 2024 Terms and Conditions were accepted by the Defendant at the time it created an account with the Claimant in 2019.

22. Taking into account all the evidence on the record, and carefully weighing the Claimant’s evidence against that adduced by the Defendant, I do not consider that there is any realistic prospect of the Claimant succeeding in showing that the Judgment was wrong to find that the Defendant had provided consistent and credible evidence to support its position, including six debit notes totaling AED 2,451.84, which were contemporaneously issued, not disputed at the time, and linked to the Claimant’s relevant invoices and invoice periods.

23. Nor do I accept that there is a prospect of a successful appeal based on a procedural irregularity in the Court accepting the Defendant’s unsigned and self-issued debit notes. It is clear from the Judgment that the learned Judge considered the Defendant’s evidence to be consistent and credible and, by contrast, found that the Claimant failed to produce clear contractual provisions or credible evidence to show that such deductions were prohibited or required prior approval. I see no realistic prospect of an appeal court disturbing these findings.

24. Whilst the Court was not satisfied in the Judgment as to whether the Claimant’s terms and conditions were incorporated in the agreement between the Claimant and the Defendant, I note that there has been no objection raised by either party as to the jurisdiction of this Court.