(1) Roberto's Club, (2) Emain Kadrie v Paolo Roberto Rella [2013] DIFC CFI 019

March 03, 2014 Court of First Instance -Judgments

Claim No: CFI 019/2013

THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS

Court

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

Ruler

of Dubai

IN THE COURT

Court

OF FIRST INSTANCE

BEFORE THE DEPUTY CHIEF JUSTICE

Chief Justice

SIR JOHN CHADWICK

Between

(1) ROBERTO'S CLUB (2) EMAIN KADRIE	Claimants/Respondents
and
PAOLO ROBERTO RELLA	Defendant Defendant /Applicant

Hearing:	5 February 2014
Counsel:	Zeeshan Dhar assisted by Tarek Shrayh (Al Tamimi & Co.) for the Defendant/Applicant. Yacine Francis assisted by Rumaana Habeeb (Allen & Overy LLP) for the Claimants/Respondents.
Judgment:	5 February 2014

JUDGMENT OF THE DEPUTY CHIEF JUSTICE SIR JOHN CHADWICK

Transcribed from the oral judgment delivered on 5 February 2014, revised and approved by the Judge

Judge

.

Deputy Chief Justice

Chief Justice

Sir John Chadwick:

1. The circumstances which led to the proceedings which are before me are described in a judgment which I gave on 18 December 2013, of which a transcript appears in the bundle before me. Without seeking to rehearse in detail what I said on that occasion, I summarise as follows.

2. The proceedings arise out of a joint venture between the second-named claimant, Mr Emain Kadrie, and the defendant and present applicant, Mr Paolo Roberto Rella. The joint venture was for the establishment of a restaurant or club business in the DIFC

DIFC

, which subsequently became known as Roberto's Club LLC. That company is the first-named claimant. As the name suggests, the venture was founded on the basis that the reputation and skill of Mr Roberto Rella could be exploited for the mutual benefit of the joint ventures. The joint venture was constituted by a shareholders' agreement dated 21 November 2011 and the articles of association of the company. There is a dispute whether Mr Rella signed the shareholders' agreement in the form in which it now appears. That issue, amongst many others, will need to be determined in due course at a trial.

3. The parties fell out in the early part of 2013. Thereafter, Mr Rella was effectively excluded from participation in the management of the joint venture company. He was not formally dismissed as its executive manager until 3 April 2013, and a further issue in the trial will be whether the grounds of dismissal relied upon were indeed substantial. Whether or not he was dismissed for proper cause is potentially important in relation to his continued standing as a member of the company; given the terms of a forfeiture clause in the shareholders' agreement. It may also be important in relation to whether he ceased to be a director or, as it is termed in the articles, "Manager" of the company; but as things stand, for the reasons which I set out in my earlier judgment, no material has been put forward to show that he did in fact ever cease to be a de jure director.

4. The proceedings include a counterclaim by Mr Rella, alleging what may be described as unfair prejudice. It is probable that, at a trial, the Court

Court

will be asked to consider whether to grant relief arising from that allegation; including relief in the form of a buyout or