Claim No: SCT 073/2026

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

IN THE COURT OF FIRST INSTANCE

BETWEEN

PRISCILA

Claimant/Respondent

and

(1) PERLINE

Appellant

(2) POMPEY

Defendants

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ORDER WITH REASONS OF H.E. JUSTICE RENE LE MIERE

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UPON the claim having been filed on 2 February 2026 (the “Claim”)

AND UPON the Judgment of H.E. Justice Nassir Al Nasser dated 5 August 2026 (the “Judgment”)

AND UPON the Defendants’ Appeal Notice dated 25 August 2026 seeking permission to appeal the Judgment (the “PTA Application”)

AND PURSUANT TO the Rules of the DIFC Courts (the “RDC”)

IT IS HEREBY ORDERED THAT the PTA Application is dismissed.

Issued by:
Delvin Sumo
SCT Judge and Assistant Registrar
Date of Issue: 16 September 2026
At: 9am

SCHEDULE OF REASONS

A. Introduction

1. The First Defendant, who I will refer to as the Appellant, has applied for permission to appeal under RDC 53.89–53.91 from the judgment of H.E. Justice Nassir Al Nasser dated 5 August 2026 (the “Judgment”).

2. By the Judgment, the Small Claims Tribunal (“SCT”) found that the Claimant, who is the Respondent to this PTA Application, had validly terminated the parties' Final Sale & Settlement Agreement dated 25 August 2025 (the “Agreement”), ordered the Defendants to pay the Respondent AED 89,863 together with simple interest at 9% per annum from the date of judgment until payment, and ordered reimbursement of the Respondent's filing fee. The SCT dismissed the Respondent's Claim for a contractual penalty and dismissed her remaining Claims.

3. The dispute concerns the sale of the kiosk business, Pheby, within the DIFC. In summary, the SCT held that the Defendants breached the Agreement by failing to provide or account for the business's financial benefit following handover, that the Claimant was entitled to terminate the Agreement, and that the Defendants failed to establish any deduction under Clause 8.2 of the Agreement.

4. The Appellant seeks permission to appeal on six grounds. In substance, she contends that the SCT erred in interpreting the Agreement, failed to properly consider the Claimant's alleged non-performance, misconstrued Clauses 8.1 and 8.2, adopted internally inconsistent reasoning regarding the DIFC lease, failed to properly consider the transaction's commercial and corporate character, and that a procedural fairness issue arises from correspondence sent to the Registry shortly before judgment was delivered.

5. The Claimant opposes the PTA Application. She submits that the proposed grounds disclose no arguable error of law, amount to mere disagreement with the SCT's assessment of the evidence and contractual provisions and provide no basis for granting permission to appeal. She also raises objections to the service of the appeal notice.

6. For the reasons below, the PTA Application will be dismissed because the proposed appeal does not have a real prospect of success, nor is there some other compelling reason why the appeal should be heard.

B. Applicable Principles

B1 Permission to Appeal

7. Appeals from the Small Claims Tribunal to the Court of First Instance are governed by RDC 53.84 to 53.118. Pursuant to RDC 53.89, an application for permission to appeal must be made in the appellant's notice. RDC 53.90 provides that a judge of the Court of First Instance determines the application.

8. RDC 53.91 provides that permission to appeal may be granted only if:

9. The requirement of a real prospect of success is not satisfied merely because a ground is capable of being stated or is not fanciful. The Court must be satisfied that the proposed appeal has a realistic, rather than fanciful, prospect of success. That does not require the Appellant to establish that the appeal is more likely than not to succeed.

10. The alternative limb of RDC 53.91 concerns whether there is another compelling reason for an appeal to be heard. That jurisdiction is exceptional. It is ordinarily engaged where the proposed appeal raises an issue of broader importance, a question requiring appellate guidance, or where considerations of justice make appellate scrutiny necessary, even if the prospects of success are limited.

B2 Grounds Upon Which an Appeal May Succeed

11. In considering whether the proposed appeal has a real prospect of success, the Court must have regard to RDC 53.87, which sets out the circumstances in which an appeal may ultimately be allowed. Under that provision, the Court will allow an appeal where the decision below was:

12. An appeal is therefore not a rehearing of the dispute. The function of the appellate court is not to reconsider the case afresh or to decide whether it might itself have reached a different conclusion. Rather, the relevant question is whether the appellant has demonstrated a realistic basis for establishing an appealable error within RDC 53.87.

B3 Findings of Fact and Contractual Interpretation

13. A distinction must be drawn between an error of law and a challenge to the trial judge's findings of fact or evaluative conclusions. A party cannot obtain permission merely by recasting disagreement with findings of fact as alleged errors of law.

14. Where a trial judge has considered the relevant evidence, identified the parties’ competing submissions, and reached conclusions reasonably open on the material before the court, an appellate court will ordinarily be slow to interfere. The fact that another conclusion might also have been available does not, without more, establish that the decision was wrong.

15. Regarding questions of contractual interpretation, because the proper construction of the Agreement is a question of law, the proposed appeal turns on whether there is a realistic prospect that the appellate court would conclude that the construction adopted below was incorrect. If such error were established and were material to the outcome, appellate intervention would be warranted.

C. The SCT Judgment

16. The Claimant alleged that the Defendants breached the Agreement, committed misrepresentation, and engaged in non-disclosure, seeking recovery of AED 89,863, interest, and Court fees. The Defendants denied the Claims, arguing that the Claimant failed to fulfil her obligations under the Agreement, including payment instalments and operational responsibilities.

17. The SCT found that the Defendants breached the Agreement by failing to transfer the business's financial and operational benefits to the Claimant. The Defendants failed to properly account for revenues generated after the handover, thereby depriving the Claimant of the expected benefits under the Agreement. The Claimant’s termination of the Agreement on 24 December 2025 was held to be valid.

18. The SCT rejected the Defendants’ argument that the Claimant’s failure to pay later instalments defeated her entitlement to terminate the Agreement. It also dismissed the Defendants’ reliance on Clause 8.2 of the Agreement, which allows deductions for revenues received or accrued by the Claimant. The SCT found no evidence that the Claimant received or benefited from the alleged revenues.

19. The SCT ordered the Defendants to pay the Claimant AED 89,863, comprising AED 62,863 towards the purchase price, AED 10,000 as a down payment, and AED 17,000 for rent. The rent payment was recoverable as part of the Claimant’s loss due to the Defendants’ non-performance. The SCT also awarded simple interest at 9% per annum from the date of the Judgment and the DIFC Courts’ filing fee of AED 4,493.15. The Claimant’s claim for a contractual penalty under Clause 8.3 and other remaining claims were dismissed.

D. The Proposed Grounds of Appeal

D1 Ground 1: Alleged Implication of a Revenue-Accounting Obligation

D1.1 Discussion

20. The Appellant submits that the SCT erred in law by finding that they were required to ensure that the Claimant received, or was properly accounted for, the revenues and financial benefit of the business after handover. They contend that no such obligation appears in clauses 3.1, 3.2 or 3.4(b) of the Agreement and that the SCT's finding necessarily depended upon the implication of a term for which no basis exists under Article 57 of the DIFC Contract Law or otherwise.

21. The issue raised by this ground is not whether the interpretation adopted by the SCT was reasonably open. The interpretation of a written contract is a question of law upon which an appellate court is ordinarily in as good a position as the court below. The Court must therefore determine for itself the objective meaning of clauses 3.1, 3.2 and 3.4, construed in their contractual and commercial context. The ultimate question is whether the SCT erred in concluding that those provisions required the Defendants to ensure that the Claimant received, or was properly accounted for, the revenues and financial benefit of the business after handover.

22. The Agreement contains no express words requiring the Sellers to render accounts to the Buyer, to periodically remit revenues standing to the credit of the existing operational account, or to provide any particular accounting mechanism. Clauses 3.1 and 3.2 allocate operational control and responsibility for revenues to the Buyer. Clause 3.4(b) provides that the Buyer is to use her own bank account for revenue collection and financial transactions. None of those provisions expressly imposes an accounting obligation on the Sellers.

23. However, the SCT did not imply a contractual term.

24. The SCT did not identify or formulate an implied term. Nor did it purport to apply Article 57 of the DIFC Contract Law. Rather, the SCT construed the express provisions of the Agreement and concluded that they required the practical transfer of both operational and financial control of the business from 1 September 2025. The finding that the Defendants were required to account for revenues generated after handover was reached by construing the Agreement, not by implying an additional obligation.

25. The SCT's construction is supported by the Agreement's text. Clause 3.1 provides that the Buyer would assume full operational control of the kiosk, including revenue. Clause 3.2 provides that all revenues and profits from 1 September 2025 onwards would be the Buyer’s sole responsibility. Clause 3.4(b) contemplates that revenue collection and financial transactions would thereafter be conducted through the Buyer's own bank account. Read together, those provisions support the conclusion that revenues generated after handover were intended to accrue to the Buyer.

26. The Appellant identifies a significant textual consideration arising from clause 3.4(a). That clause expressly provides that the existing Bank account would continue to be used for daily sales, salary transfers and operational expenses until the establishment of a new entity and the opening of a new bank account. On its face, clause 3.4(a) contemplates that revenues could continue to pass through the existing account after 1 September 2025. The SCT's reasons do not expressly analyse the relationship between clause 3.4(a) and clauses 3.1, 3.2 and 3.4(b). Nor do they explain in detail how the continued use of the existing account was to be reconciled with the conclusion that the business's financial benefit had not been transferred to the Claimant.

27. Clause 3.4(a) supports the Appellant’s competing construction. It is arguable that the Agreement contemplates a transitional arrangement under which revenues would continue to be received through the existing account until alternative banking arrangements were established, and that clause 3.4(b) placed responsibility upon the Buyer to establish and use her own account.

28. Nevertheless, having construed the Agreement for myself, I am not persuaded that the Appellant has shown that the SCT erred in concluding that clauses 3.1, 3.2 and 3.4, read together, required the practical transfer of the business's revenues and financial benefit to the Buyer from 1 September 2025. The critical point is that the SCT did not merely hold that revenues passed through the existing account. The SCT found that the Claimant neither received nor was properly accounted for the revenues and financial benefit generated by the business after handover. I am not persuaded that the SCT erred in construing Clauses 3.1, 3.2 and 3.4 in that way.

29. Whilst clause 3.4(a) might have warranted more detailed consideration in the SCT's reasons, the SCT's conclusion did not depend on implying a term under Article 57 of the DIFC Contract Law or otherwise. Properly analysed, the SCT's reasoning was grounded in its construction of the Agreement's express terms.

D1.2 Disposition of Ground 1

30. The Appellant has identified an arguable alternative construction of the Agreement. However, they have not demonstrated a realistic basis for contending that the SCT's construction involved an error of law. Nor have they demonstrated a realistic basis for contending that the SCT implied a contractual term under Article 57 of the DIFC Contract Law or otherwise. After considering the Agreement and the SCT's reasoning, I am not persuaded that there is a real prospect of establishing on appeal that the SCT's interpretation was wrong. Ground 1 therefore has no real prospect of success.

31. Permission to appeal on Ground 1 is refused.

D2. Ground 2

D2.1 Sequence of performance and the Claimant's alleged prior non-performance

32. The Appellant submits that the SCT erred in law by finding the Defendants in breach and upholding the Claimant's termination of the Agreement without first determining whether the Claimant was herself in prior non-performance of essential obligations under the Agreement, namely the obligation to pay the second and third instalments of the purchase price and the obligation to establish and use her own payment arrangements for revenue collection. The Appellant further submits that the SCT failed to determine the legal consequences of that alleged non-performance before concluding that the Claimant was entitled to terminate the Agreement.

33. I am not persuaded that Ground 2 has a real prospect of success on that basis.

34. The starting point is that DIFC Contract Law does not provide that a party loses its right to terminate merely because it is itself in breach of the contract. Article 86 confers a right to terminate where the failure of the other party to perform an obligation under the contract amounts to a fundamental non-performance. The inquiry required by Article 86 is therefore directed to the nature and consequences of the alleged non-performance relied upon by the aggrieved party.

35. Nor do Articles 78 and 79 establish any general principle that a party in default is incapable of relying on the other party's non-performance. Article 78 provides that a party may not rely on the other party's non-performance to the extent that it was caused by that party's own act or omission. Article 79 permits a party, in certain circumstances, to withhold performance pending the other party's performance. Those provisions may be relevant where the alleged non-performance of one party was caused by, or legally justified by reference to, the conduct of the other party. However, neither provision establishes that any breach by the aggrieved party automatically extinguishes a right to terminate under Article 86.

36. Against that statutory background, the difficulty with Ground 2 is that it does not identify a specific legal principle the SCT failed to apply. The Appellant repeatedly submits that the SCT should have determined the sequence of performance and the legal consequences of the Claimant's non-payment of the later instalments. However, the grounds of appeal do not articulate the legal consequence said to follow from that sequence. In particular, the Appellant does not identify any provision of the DIFC Contract Law that would have rendered the Claimant incapable of terminating the Agreement solely because she was in breach of an obligation to pay instalments.

37. In any event, the SCT did consider the Claimant's non-payment. At paragraph 47 of the Judgment, the SCT expressly addressed the Defendants' argument that the Claimant had breached the Agreement by failing to pay the second and third instalments and by reducing her participation in the business. The SCT rejected the contention that those matters defeated the Claimant's entitlement to terminate because it had already found that the Defendants had failed to provide or account for the revenues and financial benefit of the business after handover. The SCT concluded that the instalment issue could not be considered in isolation from that earlier finding.

38. The Appellant may disagree with that conclusion, but that disagreement does not, in itself, establish legal error. Once the SCT found that the Defendants had fundamentally failed to provide the Claimant with the financial benefit of the business she was entitled to, it was open to the SCT to conclude that the Defendants had not established that the Claimant's later non-payment defeated her entitlement to terminate. That was the conclusion the SCT reached.

39. To the extent the Appellant relies on Articles 78 and 79, the Judgment does not disclose a realistic basis for arguing that the SCT overlooked either provision. The SCT accepted and considered the contention that the Claimant failed to install her own payment system and to pay later instalments. However, the SCT was not persuaded that those matters caused, justified or excused the Defendants' failure to provide or account for the revenues and financial benefit of the business. Put differently, the SCT did not accept the premise necessary to engage Articles 78 or 79 as contended by the Appellant.

40. The Appellant also relies on the Claimant's conduct between September and December 2025, including continued involvement in the business and attempts to identify a replacement purchaser. However, that complaint is directed principally to the weight which the SCT attached to the factual evidence, rather than to any identifiable error in the legal principles applied. The Judgment records those submissions and ultimately concluded that the Claimant's notice of 24 December 2025 effectively exercised her right to terminate.

D2.2 The Article 87(2) Argument

41. The Appellant further submits that the SCT failed to address an argument based on Article 87(2) of the DIFC Contract Law. The Appellant contends that, if the Claimant's complaint was that she had not been receiving the financial benefit of the business from the commencement of the operational period in September 2025, her notice of termination dated 24 December 2025 may not have been given within a reasonable time after she became aware of the alleged non-conforming performance. The Appellant points to the Claimant's continued involvement in the business, her payment of rent, and other conduct said to be consistent with treating the Agreement as continuing. The Appellant further submits that this argument was expressly raised in the Sur-Reply filed shortly before Judgment but was not addressed in the SCT's reasons.

42. The Judgment does not expressly refer to Article 87(2). Nor does it expressly analyse whether the Claimant gave notice of termination within a reasonable time after becoming aware of the matters relied upon as constituting non-performance. The SCT proceeded directly from its findings concerning the Defendants' non-performance to its conclusion that the Claimant's notice dated 24 December 2025 was sufficient to communicate her election to terminate the Agreement.

43. However, it does not follow that Ground 2 has a real prospect of success.

44. Article 87(2) requires notice of termination to be given within a reasonable time after the aggrieved party has or ought to have become aware of late or non-conforming performance. What constitutes a reasonable time is a fact-sensitive inquiry which depends upon the nature of the alleged non-performance, the parties' subsequent dealings and the surrounding circumstances.

45. The Appellant identifies matters that might support the argument that the Claimant did not immediately treat the alleged non-performance as repudiatory, including her continued involvement in aspects of the business and her delay in issuing a formal notice until 24 December 2025. However, the Appellant does not identify any finding by the SCT as to when the Claimant first became, or ought reasonably to have become, aware that the Defendants would not provide her with the financial benefit of the business which the SCT found she was entitled to receive. Nor does the Appellant identify any compelling basis for the Court to conclude that the interval between the Claimant's awareness of the alleged non-performance and her notice of termination was, as a matter of law, unreasonable.

46. In those circumstances, whilst the Appellant is correct that Article 87(2) is not expressly addressed in the SCT's reasons, I am not persuaded that the omission gives rise to a realistic prospect of establishing that the Claimant had lost her right to terminate. The Appellant has not demonstrated a realistic prospect that consideration of Article 87(2) would have led the SCT to conclude that the right to terminate had been lost.

D2.3 Disposition of Ground 2

47. Ground 2 has no real prospect of success.

48. The Appellant has not identified any provision of the DIFC Contract Law establishing that the Claimant was disentitled to terminate the Agreement merely because she herself was in breach of obligations under the Agreement. Articles 78 and 79 do not create such a rule, and Article 86 is directed to whether the other party's conduct amounted to a fundamental non-performance. The SCT expressly considered the Claimant's non-payment of the later instalments and explained why it did not regard that non-payment as defeating her entitlement to terminate.

49. The Appellant has not demonstrated a realistic prospect that consideration of Article 87(2) would have led the SCT to conclude that the right to terminate had been lost.

50. Accordingly, the proposed ground does not disclose a realistic basis for appellate intervention.

51. Permission to appeal on Ground 2 is refused.

D3. Ground 3: Clause 8.1, restitution, the Clause 8.2 deduction and the rent payment

D3.1 The Appeal Ground

52. The Appellant submits that the SCT erred in three respects. First, it treated Clause 8.1 as conferring an entitlement to repayment without determining whether the contractual condition for its operation had been satisfied. Secondly, it misconstrued Clause 8.2 by requiring proof that the revenues generated by the business had been received by, made available to, or otherwise applied for the benefit of the Claimant. Thirdly, it awarded the Claimant AED 17,000 paid towards rent without identifying an adequate contractual or statutory basis for doing so.

D3.2 Clause 8.1 and the Purchase Price Payments

53. Clause 8.1 provides that, where the transfer of shares cannot be completed for any reason, whether due to a third party or the Seller's failure to effect the transfer, funds already paid by the Buyer toward the purchase price are to be refunded.

54. The Appellant submits that the SCT did not identify the facts which satisfied that condition. It is said that the Judgment moved directly from its findings concerning non-performance and termination to the conclusion that the purchase-price payments were recoverable under Clause 8.1 without analysing whether the share transfer could not be completed within the meaning of the clause.

55. There is force in the criticism that the SCT's reasoning in relation to Clause 8.1 could have been more fully articulated. The Judgment does not expressly identify the particular factual circumstances that engaged the refund mechanism in Clause 8.1.

56. However, that deficiency does not provide a realistic prospect of success on the appeal in relation to the repayment of the purchase-price funds.

57. At paragraph 56 of the Judgment, the SCT held that the AED 62,863 and AED 10,000 paid toward the purchase price were recoverable pursuant to Clause 8.1 and/or as restitution following termination. The SCT, therefore, relied upon a restitutionary basis as an alternative foundation for the order.

58. Article 90(1) of the DIFC Contract Law provides that, upon termination under Article 86, either party may claim restitution of whatever that party has supplied under the contract, provided that concurrent restitution is made of whatever has been received or, where restitution in kind is not possible, an appropriate monetary allowance is made.

59. Grounds 1 and 2 challenge the SCT's findings of non-performance and valid termination. However, for the reasons already given, those grounds do not disclose a real prospect of success. For present purposes, the SCT's finding that the Claimant validly terminated the Agreement therefore remains undisturbed.

60. Once that finding stands, the Appellant has not identified a realistic basis for establishing that Article 90 was unavailable in principle in respect of the purchase-price funds paid by the Claimant under the Agreement. Nor has the Appellant identified any distinct challenge to the SCT's alternative reliance on restitution following termination.

61. The result is that, even if the Appellant were correct that the SCT's reasoning under Clause 8.1 was incomplete, she has not demonstrated a realistic prospect that the order requiring repayment of AED 72,863 would be displaced on appeal.

D3.3 Clause 8.2

62. Clause 8.2 provides that, where the Agreement is terminated and the Buyer becomes entitled to a refund, the refund is to be calculated after deducting revenue received or accrued by the Buyer from operation of the business from 1 September 2025. It further provides that revenues generated by the business are to be for the Buyer's account and are to be offset against any refund otherwise payable.

63. The Appellant relied before the SCT on alleged revenues exceeding AED 100,000 and submitted that those revenues wholly or substantially reduced any entitlement to repayment.

64. The SCT rejected that contention because it was not satisfied that the revenues relied upon had been received by, made available to, or otherwise accrued for the benefit of the Claimant.

65. The Appellant submits that this approach gave insufficient effect to the word "accrued" and improperly treated Clause 8.2 as requiring proof of physical receipt.

66. I do not accept that criticism.

67. The SCT did not construe Clause 8.2 as requiring physical receipt alone. Rather, it considered whether the revenues had been received by the Claimant, had accrued to her benefit, or had otherwise been properly accounted for. The SCT concluded that the evidence relied upon by the Defendants did not establish that the alleged revenues had in fact accrued to the Claimant or otherwise formed an appropriate basis for the contractual deduction.

68. That reasoning reflects the distinction between proof that a business generated gross sales and proof of the amount of revenue which was received by, credited to, held for, or otherwise accrued to the benefit of the Buyer within the meaning of Clause 8.2.

69. The Appellant's complaint is directed principally to the SCT's treatment of the accounting and financial evidence. The SCT considered that evidence and concluded that the factual foundation required to support the deduction had not been established. The Appellant has not demonstrated a realistic basis for contending that the SCT failed to give effect to the word "accrued" or otherwise adopted an erroneous interpretation of Clause 8.2.

D3.4 The AED 17,000 Rent Payment

70. The Appellant further challenges the award of AED 17,000 paid toward rent. It is submitted that the SCT accepted that responsibility for the rent rested with the Claimant under the Agreement but nevertheless ordered repayment without identifying a sufficient legal basis.

71. I am not persuaded that this aspect of Ground 3 has a real prospect of success.

72. The SCT found that the Defendants fundamentally failed to perform the Agreement by failing to provide the Claimant with the financial benefit of the business following handover and that the Claimant validly terminated the Agreement as a consequence. For the reasons already given, Grounds 1 and 2 do not disclose a real prospect of disturbing those findings.

73. The SCT further found that the rent payment was made by the Claimant pursuant to the contractual arrangements and in anticipation of obtaining the benefit of the business acquired under the Agreement. The SCT treated that expenditure as a loss incurred in reliance on the Agreement and as wasted as a consequence of the Defendants' non-performance.

74. Whilst the SCT's reasoning on this aspect of the award was concise, the Judgment identifies the payment, its contractual context and its connection with the non-performance found by the SCT.

75. The Appellant has not identified a realistic basis for concluding that the rent expenditure was too remote, that it fell outside the losses flowing from the non-performance found by the SCT, or that the SCT applied an incorrect legal principle in treating the expenditure as recoverable loss.

76. In any event, the Appellant's contention that the award lacked any possible legal foundation cannot be accepted. Following termination, Article 90 provides a restitutionary mechanism pursuant to which a party may recover what it has supplied under the contract, subject to any necessary allowance for benefits received.

77. Without finally determining the scope of Article 90 in the present application, it can provide an additional legal basis for recovering expenditure incurred by a party in performance of the contractual arrangement following valid termination.

78. The significance of Article 90 is not that it must ultimately govern the rent payment. Rather, it demonstrates that the Appellant has not identified a realistic basis for contending that the award lacked any legal foundation whatsoever. Even if an arguable criticism could be made of the SCT's explanation, the Appellant has not demonstrated a realistic prospect that the award itself would be set aside on appeal.

D3.5 Disposition of Ground 3

79. Ground 3 does not disclose a real prospect of success.

80. The Appellant has identified an arguable deficiency in the SCT's explanation of the operation of Clause 8.1. However, the SCT also relied upon restitution following termination as an alternative basis for ordering repayment of the purchase-price funds, and the Appellant has not demonstrated a realistic prospect of displacing that alternative foundation.

81. Nor has the Appellant demonstrated a realistic prospect of establishing that the SCT misconstrued Clause 8.2 or erred in concluding that the claimed deduction had not been proved.

82. The same is true of the AED 17,000 rent payment. The SCT was entitled to treat that expenditure as recoverable loss arising from the Defendants' non-performance and, in any event, the Appellant has not demonstrated that the award lacked any possible legal foundation.

83. Accordingly, Ground 3 has no real prospect of success.

84. Permission to appeal on Ground 3 is refused.

D4 Ground 4: Lease and Location Reasoning

85. The Appellant submits that the SCT's reasoning was internally inconsistent. She contends that the SCT correctly recognised that the Agreement did not contain any contractual guarantee that the kiosk lease would be renewed, but then nevertheless relied upon matters relating to the lease and the kiosk's continued occupation of the DIFC location when determining liability and entitlement to relief.

86. I do not accept that criticism.

87. The SCT expressly recognised that the Agreement did not contain an express guarantee of lease renewal or an obligation requiring the Defendants to procure renewal of the existing lease. The SCT therefore did not proceed on the basis that the Defendants were liable because the lease was not renewed.

88. However, the SCT also found that the continued operation of the kiosk at its DIFC location formed part of the commercial context of the transaction and was relevant to the SCT’s identification of the commercial subject matter of the transaction which the Respondent had agreed to purchase. The SCT treated the availability of that location as part of the factual matrix against which the parties' contractual rights and obligations fell to be assessed.

89. Those findings are not inherently inconsistent. A distinction exists between, on the one hand, treating lease renewal as a contractual promise and, on the other hand, recognising that the location from which a business operates may form part of the commercial value and practical benefit of the transaction. The SCT rejected the former proposition whilst accepting the latter.

90. Moreover, when the Judgment is read as a whole, the SCT did not base its findings of breach upon any failure by the Defendants to secure renewal of the lease. Rather, its reasoning focused upon the Defendants' failure to provide or account for the financial benefit of the Business and the consequences of that non-performance. The references to the lease and location formed part of the broader factual and commercial context considered by the SCT and did not constitute an independent basis for liability.

91. In those circumstances, I am not persuaded that the Appellant has identified a realistic basis for establishing that the Judgment contains the inconsistency alleged or that the SCT misdirected itself in law. Ground 4 therefore does not disclose a real prospect of success within the meaning of RDC 53.91.

92. Permission to appeal is accordingly refused on Ground 4.

D5 Ground 5: Proper Defendant and Personal Liability

93. The Appellant submits that she was not a proper party to the proceedings and that the SCT erred in imposing liability upon her under the Agreement. She contends that the transaction concerned the sale of a business and that the obligations in issue did not properly rest upon her personally.

94. I am not persuaded that this ground discloses a real prospect of success.

95. The Agreement identifies the Appellant as the Seller and imposes upon the Seller the principal obligations relied upon by the Respondent in these proceedings. The Appellant executed the Agreement in that capacity and the SCT determined the dispute based on the contractual obligations undertaken by the Seller under the Agreement.

96. The Appellant's challenge does not identify any error in the SCT's conclusion that she was a party to the Agreement. Nor does it identify any contractual provision relieving her of the obligations assumed by the Seller or transferring those obligations to the company or another person. The fact that the transaction concerned the sale of a business does not of itself negate the Appellant's contractual status as Seller or the obligations expressly undertaken by her under the Agreement.

97. The Agreement identifies the Appellant as the contracting Seller and imposes the relevant obligations upon her in that capacity. On the face of the Agreement, the Claimant's claims were advanced against the Appellant in her capacity as Seller and as a contracting party. The Appellant has not demonstrated a realistic basis for establishing that the SCT erred in treating her as a proper defendant to those claims.

98. Accordingly, I am not satisfied that Ground 5 discloses a real prospect of success within the meaning of RDC 53.91. Permission to appeal is therefore refused on Ground 5.

D6 Ground 6: Procedural Fairness

99. The Appellant contends that the proceedings were affected by procedural unfairness arising from an email sent by the Respondent to the Registry on 4 August 2026, the day before the SCT delivered its Judgment. The Appellant submits that the communication was not copied to her and that she was therefore deprived of an opportunity to respond to its contents.

100. I am not persuaded that this ground discloses a real prospect of success.

101. The Appellant expressly accepts that she cannot establish that the communication influenced the Judgment or that the SCT relied upon it in reaching its decision. Her complaint is therefore directed to the fact of the communication itself rather than to any demonstrated effect upon the outcome of the proceedings.

102. The Judgment does not refer to the email, nor does it suggest that the communication formed part of the evidentiary or argumentative material upon which the SCT relied. On the contrary, the Judgment identifies the pleadings, evidence and submissions that were considered by the SCT in determining the dispute.

103. Although the communication should have been copied to the Appellant if it contained substantive material concerning the proceeding, the Appellant has not identified any realistic basis for concluding that it was considered by the SCT, influenced the Judgment, introduced a matter adverse to her, or deprived her of an effective opportunity to address an issue material to the decision.

104. Ground 6 does not disclose a real prospect of establishing that any procedural irregularity rendered the Judgment unjust within RDC 53.87.

105. Permission to appeal is accordingly refused on Ground 6.

E. No Other Compelling Reason

106. I have considered whether there is some other compelling reason why the proposed appeal should be heard notwithstanding my conclusion that none of the grounds discloses a real prospect of success.

107. The dispute arises from the application of established principles of contractual interpretation and contractual remedies to the particular facts of a commercial transaction concerning the sale of a business. The proposed grounds of appeal are directed to the SCT's interpretation of the Agreement, its assessment of the evidence and its application of those principles to the circumstances of the case. They do not raise any novel question of law or principle.

108. Nor have I identified any issue of wider importance requiring consideration by the Court of First Instance for the purpose of providing guidance to the SCT or future litigants. The proposed appeal is fact-specific and turns upon the terms of the particular Agreement and the findings made by the SCT on the evidence before it.

109. For the reasons already given in relation to Ground 6, I am also not satisfied that the Appellant has identified any procedural irregularity giving rise to a compelling reason for the appeal to be heard. The alleged irregularity is speculative and the Appellant does not contend that it affected the outcome of the proceedings.

110. In those circumstances, I am not satisfied that there exists any other compelling reason why the appeal should be heard. Accordingly, the alternative limb of RDC 53.91 is not engaged.

111. It follows that the PTA Application must be refused.

F. Conclusion

112. For the reasons given above, none of the proposed grounds has a real prospect of success, and there is no other compelling reason for the appeal to be heard. The PTA Application is therefore refused.

G. Orders

113. The Court orders that the Appellant's PTA Application is dismissed.