(1) Abdulrahim Abdulla Jaffar Al Zarouni (2) Saif Abdulrahim Abdulla Jaffar Al Zarouni v Eastlift DMCC [2020] DIFC CFI 071

June 17, 2021 court of first instance - Judgments

Claim No. CFI 071/2020

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

In the Name of His Highness Sheikh Mohammad Bin Rashid Al Maktoum, Ruler of Dubai

IN THE COURT OF FIRST INSTANCE

BETWEEN

(1) ABDULRAHIM ABDULLA JAFFAR AL ZAROUNI
(2) SAIF ABDULRAHIM ABDULLA JAFFAR AL ZAROUNI

Claimants

and

EASTLIFT DMCC

Defendant

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JUDGMENT OF JUSTICE LORD ANGUS GLENNIE

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ORDER

UPON hearing Counsel for the Claimants at the hearing on 9 June 2021

AND UPON considering the relevant documents on the Court file

IT IS HEREBY ORDERED THAT:

1. It is hereby declared that the Share Purchase Agreement between the Claimants and the Defendant dated 25 March 2020 has been validly terminated by the Claimants by reason of the Defendant’s repudiatory breach of contract.

2. The Defendant must pay the Claimants the sum of AED 3.6 million as damages for its repudiatory breach of the Share Purchase Agreement.

3. The Defendant must pay interest on that sum from 13 September 2020.

4. The Defendant must pay the Claimants’ costs of the action, to be assessed by the Registrar if not agreed.

Issued by:
Nour Hineidi
Registrar
Date of issue: 17 June 2021
At: 1.30pm

JUDGMENT

1. By a Sale and Purchase Agreement dated 25 March 2020 (the “SPA” ), the first Claimant agreed to transfer to the Defendant its 270 registered shares in Ocean Mills LLC (the “Company” ), a company involved in the business of milling, for a price of AED 9 million. It is the Claimants’ case that the Defendant was in repudiatory breach of the SPA and its obligations thereunder, a breach which they accepted by bringing the contract to an end and claiming damages. The Defendant denies liability.

2. The action came on for trial before me on 9 June 2021. The Claimants were represented by Ms Sarah Malik. Despite having (i) served a Defence in the action, (ii) attended (through counsel) the Case Management Conference on 17 January 2021 at which the trial date was fixed, (iii) served a witness statement on 28 March 2021 in accordance with the agreed timetable and (iv) agreed to a Consent Order on 6 April 2021 varying the date for service of witness statements in reply, the Defendant did not appear at the trial and was not represented. I was told that communications to the Defendant from the Registry and from the Claimants’ lawyers in the period after April 2021 have gone unanswered. No explanation for its non-attendance at the trial was forthcoming from the Defendant. In those circumstances the trial proceeded in the absence of the Defendant. I was satisfied that the Defendant had had proper notice of the trial date and had had every opportunity of communicating with the court if it wanted to apply for any reason to seek an adjournment of the trial.

3. One consequence of the failure by the Defendant to appear at the trial was that the evidence was substantially curtailed. The Claimants called the second Claimant, Mr Saif Abdulrahim Abdulla Jaffar Al Zarouni, the son of the first Claimant, who confirmed that his two witness statements lodged in process in accordance with the agreed timetable comprised his evidence and were true. In the absence of the Defendant he was not cross-examined, though I asked him some questions about the Claimants’ quantification of their damages claim. He struck me as a careful and honest witness and I accept his evidence. The Defendant had lodged a witness statement of Mr Naeem Ahmed, its Corporate Strategic Manager, but in the a