Abu Dhabi Global Market judgments (Court of First Instance)

 

In the name of

His Highness Sheikh Mohamed bin Zayed Al Nahyan

President of the United Arab Emirates/ Ruler of the Emirate of Abu Dhabi

 

 

COURT OF FIRST INSTANCE

COMMERCIAL AND CIVIL DIVISION

 

IN THE MATTER OF CASE NUMBER ADGMCFI-2024-322

BETWEEN

 

A17

Claimant/ Applicant

 

and

 

B17

First Defendant/ First Respondent

 

C17

Second Defendant/ Second Respondent

 

D17

Third Defendant/ Third Respondent

 

 

IN THE MATTER OF CASE NUMBER ADGMCFI-2024-323

BETWEEN

 

 

A18

Claimant/ Applicant

 

and

 

B18

First Defendant/ First Respondent

 

C18

Second Defendant/ Second Respondent

 

D18

Third Party

 

 

JUDGMENT OF JUSTICE SIR ANDREW SMITH

 

Neutral Citation:	[2026] ADGMCFI 0008
Before:	Justice Sir Andrew Smith
Decision Date:	23 February 2026
Decision:	ADGMCFI-2024-322 1.           The Permission Application is dismissed. 2.           The R & E Applications are dismissed. 3.           Any applications for consequential relief shall be filed and served by 4.00 pm on 2 March 2026.  Unless otherwise ordered, any applications for consequential relief will be dealt with on the papers. 4.           Costs reserved. 5.           Liberty to apply. ADGMCFI-2024-323 1.            The English Proceedings Application is dismissed. 2.            The TPDO Application is granted and by 4.00 pm on 9 March 2026 the Third Party must pay to the Claimant the sum of US$ 7,859,178. 3.            The amount owed by the Third Party to the Second Defendant will be reduced by: a.        what the Third Party pays to the Claimant under this Order; and b.        any costs and expenses to which the Third Party is entitled. 4.           The amount owed to the Claimant will be reduced by: a.        what the Third Party pays to the Claimant under this Order; less b.        any further costs and interest to which the Claimant is entitled. 5.           Any applications for consequential relief shall be filed and served by 4.00 pm on 2 March 2026.  Unless otherwise ordered, any applications for consequential relief will be dealt with on the papers. 6.           Costs reserved. 7.           Liberty to apply.
Hearing Date:	10 February 2026
Date of Order:	23 February 2026
Catchwords:	Application for stay pending determination of prospective foreign proceedings.   Second application to set aside order.    Post-award freezing order.    Undertaking not to use information otherwise than for "this claim": use in enforcement proceedings.  Third party debt order.
Legislation Cited:	ADGM Arbitration Regulations 2015 ADGM Court Procedure Rules 2016 Arbitration Act 1996 (UK) Civil Procedure Rules 1998 (England and Wales) English White Book (2026 Ed) Goff & Jones on Unjust Enrichment (10th Ed, 2022)
Cases Cited:	Hulley Enterprises Ltd & ors v Russian Federation [2021] EWHC 894 (Comm) Lachesis v Lacrosse [2021] DIFC CA 005 Tibbles v SIG plc [2012] EWCA Civ 518 Gidrxslme Shipping Co Ltd v Tantomar-Transportes Maritimos LDA [1995] 1 WLR 299 Vitol SA v Capri Marine Ltd & ors [2010] EWHC 458 (Comm) JSC BTA Bank v Ablaylov [2015] UKSC 64 Taurus Petroleum Ltd v State Oil Marketing Co of the Ministry of Oil, Republic of Iraq [2017] UKSC 64 Hardy Exploration and Production (India) Inc v Govt of India [2018] EWHC 1916 (Comm) Charterbridge Corp Ltd v Lloyds Bank Ltd [1970] Ch 62
Case Numbers:	ADGMCFI-2024-322 and ADGMCFI-2024-323
Parties and representation:	ADGMCFI-2024-322 Mr Ryan Perkins of South Square Chambers and Mr Arash Koozehkanani, Allen Overy Shearman Sterling LLP (Claimant/ Applicant) Mr Tim Perry of Spring Law Limited (First, Second and Third Defendants/ Respondents) ADGMCFI-2024-323 Mr Ryan Perkins of South Square Chambers instructed by Allen Overy Shearman Sterling LLP (Claimant/ Applicant) Mr Tim Perry of Spring Law Limited (First and Second Defendants/ Respondents and Third Party)

 

JUDGMENT

Introduction

1.             By an award (the "Award") dated 13 August 2024 (which was corrected by an addendum dated 17 September 2024) made in a London-based arbitration conducted under the rules of the London Court of International Arbitration ("LCIA") between the Claimant, A17/A18 ("A17"), the First Respondent, B17/B18 ("B17"), and the Second Respondent, C17/C18 ("C17"), A17 was awarded against both B17 and C17 US$140 million, together with contractual interest of US$ 76 ,057,704.88, further interest and costs.

2.             The Award being wholly unsatisfied, on 6 December 2024, A17 applied to this Court in proceedings ADGMCFI-2024-322 (the "322 Proceedings") for a worldwide freezing order ("WFO") against B17, C17 and the Third Respondent, D17/D18 ("D17"), and on 11 December 2024 I made an ex parte WFO against B17, C17 and D17 (which are all companies in the Respondents' Group and to which together I refer as the "Respondent Companies") subject to a limit of US$ 250 million. I also ordered that the Respondent Companies provide information about their assets. The WFO included conventional undertakings, including an undertaking (the "Information Undertaking") by A17 that it would not "without the permission of the Court use any information obtained as result of this order for the purpose of any civil or criminal proceedings, either in the ADGM or in any other jurisdiction, other than this claim".

3.             On A17's application of 9 December 2024 in proceedings ADGMCFI-2024- 323 (the "323 Proceedings"), on 19 December 2024 I made an order under section 61 of the Abu Dhabi Global Market ("ADGM") Arbitration Regulations 2015 (the "Arbitration Regulations") for recognition and enforcement of the Award (the "R & E Order").

4.             By applications of 10 January 2025, the Respondent Companies challenged both the WFO and the R & E Order, but by a judgment of 21 February 2025 ([2025] ADGM CFI 0001) (the "2025 Judgment"), I rejected the challenges (subject to making some immaterial changes to the terms of the WFO). The 2025 Judgment was published in an anonymised form.   At a subsequent hearing, I made a costs order (the "Costs Order") against the Respondents in the amount of US $500,000.

5.             Both the WFO and the R & E Order remain in force. A17 still has been paid nothing under the Award. Nor has the Costs Order been paid.

6.             On 20 October 2025, A17 made an ex parte application in the 322 Proceedings for an order that, for the purposes of enforcing the Award and the Costs Order, it be permitted to use information provided by the Respondent Companies relating to their assets, including information in specified documents: my judgment of 21 February 2025 in its unanonymised form; evidence and submissions put before the Court on the challenges to the WFO and the R & E Order; transcripts of the hearings of the challenges and consequential matters; and information provided by the Respondent Companies about their assets in response to the WFO. It asked to be released from the Information Undertaking to the extent required for this purpose.

7.             By an order dated 3 November 2025 (the "Permission Order"), I granted A17 the relief that it sought, subject to some restrictions (the details of which are not important for present purposes) on the permitted use of some of the information for the purpose of enforcement proceedings against persons other than the Respondent Companies.

8.             On 10 December 2025, A17 made an ex parte application in the 323 Proceedings for a third party debt order in respect of a debt said to be owed by D17 (the Third Party to the 323 Proceedings) to C17. I made an interim third party debt order on 15 December 2025, providing that the Court would decide whether to make a final third party debt order at a hearing on 10 February 2026, and that, pending the hearing or further order, D17 must not pay C17 or any other person any sum due or accruing due by D17 to C17 (except to the extent that it exceeded US$ 278,379,649.04, which sum represented the total of the Award and the Costs Order, together with interest on each).

9.             By an application dated 19 January 2026 in the 322 Proceedings, the Respondent Companies applied for an order setting aside the Permission Order.

10.         The Respondent Companies made two applications dated 4 February 2026. In the 323 Proceedings, they applied for an order staying the proceedings until "the conclusion of proceedings to be issued in the English High Court ... to challenge [the Award]", or a stay until further order. They also applied for an order in the 322 Proceedings setting aside the R & E Order and for a stay pending the determination of the application.

11.         Thus, at a hearing on 10 February 2026, there were four matters before me:

a.             A17's application for a Final Third Party Debt Order (the "TPDO Application");

b.             The Respondent Companies' application to set aside the Permission Order (the "Permission Application");

c.             The Respondent Companies' applications to set aside the R & E Order and for a stay pending its determination (the "R & E Applications"); and

d.             The Respondent Companies' application for a stay of the 323 Proceedings pending determination of a prospective challenge to the Award in the English High Court (the "English Proceedings Application").

12.         At the hearing, A17 was represented by Mr Ryan Perkins of counsel on the TPDO Application, the R & E Applications and the English Proceedings Application; and by Mr Arash Koozekhanani of Allen Overy Shearman Sterling LLP" ("AOSS"), A17's legal representatives, on the Permission Application.

13.         The Respondent Companies were represented by Mr Tim Perry of Spring Law Limited ("Spring Law"). In his witness statements, Mr Perry said that Spring Law was instructed by the Respondents' Corporate Director, a British Virgin Island company which was said to have been "mandated by each of the three [Respondent Companies] to conduct these current proceedings and/or any related litigation on their behalf"; and this was reflected in Mr Perry's skeleton argument in that was said to have been submitted "on behalf of [the Respondents' Corporate Director] (mandated to conduct litigation on behalf of the [Respondent Companies])". The Respondents' Corporate Director is, I understand, the corporate director of the Respondent Companies, and at the hearing Mr Perry confirmed that he was acting for the Respondent Companies, instructed via their corporate director. Although Mr Perkin complained that A17 did not "find the position clear at all", given Mr Perry's assurance I do not regard this slight curiosity as consequential, except possibly on questions of costs.

14.         The background to these applications is more fully explained in the 2025 Judgment, and I do not repeat what I said in it.

Dr B's affidavit

15.         On their three applications, the Respondent Companies' essential argument is that an affidavit sworn by Dr B and dated 19 January 2026 provides them with new material on the basis of which they can properly challenge the Award and orders made in these proceedings. Hence, I must consider: (i) whether Dr B's affidavit provides a basis for a challenge to the Award or this Court's orders; and (ii) whether the material is new, in the sense that it was not previously available to the Respondent Companies. This requires me to explain at some length what Dr B states.

16.         Dr B describes himself as a "Forensic Analyst and Risk Consultant", and states that he was instructed in October 2024 in respect of companies which he calls the "complainants". He has, he states, "extensive experience with the [State 1 National Prosecuting Authority] ..., as well as other Enforcement Agencies, including the [State 1 Investigating Unit]...". He describes experience in the State 1 Police Service, and other experience in investigating fraud and other "white collar and organised crime".

17.         The complainants for whom Dr B acts (or acted) are six companies in the Respondents' Group, which I understand to be State 1 companies and not to include any of the Respondent Companies before the Court. Dr B, nevertheless, said that his instructions were to "assist in the consideration of the events which transpired between the complainants and entities in [State 2] ..." He was mandated on behalf of complainants to "lay criminal charges regarding the unlawful export of [State 1's] defence technology which is prohibited in terms of [State 1's] law", and, after 14 months' investigation, he submitted a criminal complaint to the State 1 Police Service in December 2025.

18.         Dr B describes the Respondents' Group as "a privately owned [State 1] defence and aerospace conglomerate known for developing, manufacturing and integrating advanced land, air, and maritime systems for both [Continent 1] and International defence markets". He said that the nature of the complaint was that "in the period 2015 to 2024 defence technology ("Intellectual Property") ("Defence IP") of [State 1] was unlawfully exported by a number of persons and corporate entities. Those persons and corporate entities criminally appropriated and exploited the Defence IP, which resulted in cross-border misappropriation of [State 1's] Defence Assets, in violation of domestic and international arms control laws". He describes the charges that he laid on behalf of "[the Respondents' Group]" as containing "compelling evidence ... that [State 1] has suffered a profound National security, economic and strategic blow due to a systemic, multi-year syphoning-off of Defence IP, Resource Skills and Military Capability by entities and individuals linked to [State 2]. This took place through the utilisation of [State 2] controlled entities, being [the Claimant's Indirect Parent], [State 2 Company 1], A17, [State 2 Company 2] .. and Ors who facilitated this".

19.         Dr B states that "It is not the first time that [State 2] Government owned and funded enterprises have been implicated in serious maladministration of the [State 1] defence industry". He refers in particular to an investigation into the affairs of State 1 Company 1, which was authorised by a proclamation of the President of State 1 issued on 5 July 2019. He sets out the history of this continuing investigation, as recorded in reports by the State 1 Investigating Unit to the State 1 Parliament, and states that "[a]ccording to sources", 460 highly skilled employees of State 1 Company 1 have "taken up employment with [State 2] entities". He states that similarly 104 employees of the Respondents' Group "have found their way to employment with [State 2] entities which are in direct competition with [the Respondents' Group] and allegedly are making unlawful use of [the Respondents' Group]'s Defence IP". He continued that "In my view, what occurred at [State 1 Company 1], [State 1 Company 2] and at [the Respondents' Group], were not isolated incidents, but rather part of a larger series of events targeting [State 1's] defence industry manufacturers, as I explain herein. According to evidence, [State 2]'s conduct resulted in the illegal externalisation of Sovereign State defence assets, including missiles, UAVs [sc unmanned aerial vehicles], and armoured-vehicle technologies, the mass recruitment of scientists and engineers and the replication of top-tier weapons systems inside [State 2], without compensation, oversight, or compliance with [State 1's] Weapons and Arms Control Laws". He then sets out the nature of the resulting harm, including economic loss to the Respondents' Group of "approximately US$2.1 billion".

20.         Then, having identified State 1's legislation and treaties that are said to have been contravened, Dr B describes the complaint made by the complainants. He does do by stating what the Respondents' Group contends, and the allegations "[a]ccording to [the Respondents' Group]". He goes on to state that "[t]he investigation revealed that over more than a decade, [the Respondents' Group] was subjected to a coordinated and escalating campaign by [State 2] linked entities, particularly [A17] and [the Claimant's Indirect Parent], to extract [State 1's] Defence IP by systematically targeting and recruiting [the Respondents' Group]'s most skilled employees", stating that 104 employees had left the Respondents' Group, "mostly between 2016 and 2024, with distinct waves of resignations aligning with major competitor product launches", and that sometimes teams rather than individuals were recruited. It is said that "[r]ecruitment efforts were facilitated through covert meetings, unsolicited job offers and the use of intermediate companies". He lists entities and persons that are said to be "implicated in the ... criminal activities" that he describes, including A17 and Mr A, who is said to have been "instrumental in executing [State 2]'s strategy to localise and expand its defence industry which culminated in the formation of [the Claimant's Indirect Parent] in 2019" and is described as a "key role-player ... to centralise and pull [State 1]'s misappropriated Military Capabilities into the newly consolidated [State 2] Defence conglomerate ([the Claimant's Indirect Parent])". Mr A is now, apparently, the Chairman of the Claimant's Indirect Parent.

21.         In a passage of his affidavit headed "Key Witnesses", Dr B states that about 40 persons will be State witnesses "when" (sic, not if) a prosecution is instituted, and expresses his confidence that criminal investigation "may very well" be instituted against "the implicated persons and entities, and several hundred scientists and engineers who committed crimes". He says that that the State witnesses will include Mr D and Ms B, who have previously given evidence in these proceedings. He then states that it is "against procedural protocol for accused and implicated persons in criminal proceedings to consult with State witnesses without the consent of the prosecution", and opines that it is "highly undesirable in civil proceedings to force any potential State witness into engagements with implicated or accused persons".

22.         Under the heading "Looted Defence IP", Dr B identified products that "the [Respondents'] Group believes were unlawfully extracted from [State 1] and either duplicated or substantially copied by the Resource Skills that were poached by [State 2]". He includes photographs of the Respondents' Group's products and State 2's products that are said to resemble them, and he lists "[the Respondents' Group] Employees involved who are now employed by [the Claimant's Indirect Parent] and its different divisions".

23.         Dr B's affidavit concludes with a statement that "[State 1's] Weapons and Arms Control Laws have international application and it can be expected that extradition applications will be sought against accused and implicated persons".

24.         Dr B's affidavit has not itself been filed and served by the Respondent Companies. It was exhibited to witness statements of Mr Perry. The Respondent Companies did not explain why the affidavit on which they so heavily rely was not itself filed.

25.         In other ways, the evidence by way of Dr B's affidavit was unsatisfactory. As will be apparent from the description of it and citations from it that I have set out, it is replete with opinion evidence. The Respondent Companies have not sought permission to adduce expert evidence, and, in response to my question, Mr Perry invited me to receive the evidence as evidence of fact, although he acknowledged that "it crosses the divide partially". Certainly, the affidavit does not comply with the requirements for expert evidence, and I would decline to receive it as such.

26.         Neither, however, is it persuasive evidence of fact. It is hearsay evidence in as much as it is presented by Mr Perry's witness statements as evidence of what Dr B says, but even if Dr B's affidavit had itself been filed, it does not set out matters of which he had first hand knowledge. He exhibits no documentary evidence at all, and he does not properly state the source of his information: instead, his affidavit is punctuated by general statements such as "[t]he investigation revealed" and "[b]ased on the evidence and information provided to me". Elsewhere, as I have said, he recites what "[the Respondents' Group]" contends or "[the Respondents' Group]" believes, without identifying further the source of his information or the basis for the Respondents' Group's contentions and beliefs. The Respondent Companies did not explain why their own representatives did not themselves give evidence about these matters. Given the gravity of their allegations, they should have done.

27.         Moreover, the whole of Dr B's affidavit must be read and evaluated subject to this qualification that he makes: "Insofar as I reach conclusions and express opinions regarding criminal conduct in this affidavit, these are expressed on a prima facie basis for the purpose of initiating and assisting in criminal investigations and related processes, based on the evidence and information provided to me and my conclusions as a seasoned investigator". Thus, he presents his evidence only on the basis that it gives prima facie information and opinions.

28.         Given this qualification to Dr B's affidavit, Mr Perry relied on a letter dated 16 January 2026 from the State 1 National Prosecuting Authority, and contended that the State 1 National Prosecuting Authority would not have accepted a complaint to investigate unless it considered that it has "a reasonable prospect of resulting in a charge". I cannot give such weight to the letter. It states that the investigations and proceedings with regard to the State 1 Company 1 matters are "substantially advanced" and that they remain active. With regard to the Respondents' Group's complaint, the State 1 National Prosecuting Authority states only that "the matter is registered with [State 1's] Police Service", and that, like the State 1 Company 1 complaint, was being treated as a priority matter. There is no proper basis for Mr Perry's contention that the State 1 National Prosecuting Authority had formed even a preliminary view about the merits of the complaint.

29.         Furthermore, the Respondent Companies have not put before the Court the full results of Dr B's investigation. Mr Perry explains the position as follows in his evidence in support of the Permission Application: "For the purposes of this Application, the [Respondent Companies] rely only on an abridged version of [Dr B's] allegations (his full affidavit runs to 1,400 pages), and do not seek to exhibit extensive underlying material at this stage. That is because any wider disclosure of underlying source material in these proceedings may require the consent of, or engagement with, [State 1's] Police Service, the [The State 1 National Prosecuting Authority] and other Government agencies of [State 1], which are currently investigating the relationship between the Claimant, the Respondents and numerous other implicated persons and entities. The Respondents therefore adopt a cautious and proportionate approach to what is exhibited, aware of their responsibilities to the [State 1 National Prosecuting Authority]". It is unsatisfactory that the Court should not have the full picture about the investigation because it "may" require the consent of State 1's authorities to provide more information and such consent has not, apparently, been sought.

30.         There are two more specific parts of Dr B's affidavit to which I should refer. First, he says this about the relevance of the investigation and criminal complaints to the Award: "The criminal charges which are investigated are directly linked to the arbitration award which was handed down between [A17] and [B17, C17 and D17]. The persons and corporate entities identified in this affidavit record how high-ranking Government and private persons of [State 2], as well as its State-owned defence industry companies, later consolidated under the [Claimant's Indirect Parent] Group, a conglomerate of defence industry companies in [State 2] ('[Claimant's Indirect Parent]'), allegedly engaged in a coordinated long-term scheme to unlawfully acquire and exploit [State 1's] Defence IP with assistance from [State 1] implicated persons and companies". Dr B does not further explain the link that he asserts between the criminal matters and the Award. I note in passing that Dr B appears to think that D17 was party to the Award, which must cast some doubt upon his familiarity with it.

31.         Secondly, I refer to this paragraph of Dr B's affidavit: "After extracting [the Respondents' Group]'s Defence IP and Resource Skills, [State 2] reframed the matter as a commercial dispute and initiated lawfare. [The Respondents' Group] contends that the alleged loan defaults were used to conceal the unlawful appropriation of Sovereign Defence IP and to cripple [the Respondents' Group], resulting in the Arbitration and ultimately the Worldwide Freezing Order in the ADGM Court, where [the Respondents' Group] was advised it could not raise allegations involving senior [State 2] officials without risking serious harm through criticising some of the most senior Government officials of [State 2], including the now [XXX] of [State 2], [XXX of State 2]". When I asked Mr Perry about this paragraph and the statement about the advice that the Respondents had been given, Mr Perry told me that, despite the statement that the Court was "where" the advice was given, it was not intended to state that this advice was given by the Court, and that no such allegation was made. However, he was not able to tell me who is said to have given the advice, and said that he did not rely upon this statement. This illustrates vividly the importance that a deponent or other witness should state the source of hearsay evidence.

Does Dr B provide relevant new information?

32.         As I read it, the allegation at the heart of Dr B's affidavit is that A17 and other State 2 entities "poached" skilled engineers and Ors from the Respondents' Group, and used the information and skills to develop their own products in competition with those of the Respondents' Group. This is an allegation which Respondent Companies have made previously.

33.         First, their defence in the arbitration dated 11 August 2023, B17 and C17 said this in a section headed "Poaching of [the Respondents' Group's] staff": "Around the time of the establishment of [Claimant's Indirect Parent] and the arrival of [Mr A] on the scene, there commenced what appears to have been a coordinated poaching campaign targeting key staff of [the Respondents' Group]. A key adviser to [Mr A] is [Mr C], a former employee of [the Respondents' Group]. The [Respondents' Group] employees that the poaching campaign was able to persuade to move over either went directly to a group company [of the Claimant's Indirect Parent] or to [State 1 Company 3] (a labour broker which provides engineering services to [the Claimant's Indirect Parent] and which was set up in [State 1] by [Mr J], the former Chief Test Pilot of the [aircraft] project [the [aircraft] being, I understand, a light reconnaissance aircraft]) which then passed them on to [the Claimant's Indirect Parent] ..." The defence listed 21 engineers, technicians and Ors who were alleged to have been so "poached". B17 and C17 observed that the relevant contracts with A17 did not include a "non-poaching provision", but that the "poaching campaign" constitutes a breach of other contractual arrangements and "[the Respondents' Group] intends to recover these losses in the appropriate fora". They go on to say that A17 also used contractual demands as a possible avenue to access the Respondents' Group's intellectual property in parallel with the "poaching campaign".

34.         I make three observations about this pleading. First, companies in the Respondents' Group were alleging in August 2023, over two years before Dr B's affidavit, that employees had been poached, and A17 was seeking access to intellectual property thereby and in other ways.

35.         Secondly, in the defence, B17 and C17 alleged that 21 employees had been poached. Dr B identified 104 employees whom he said were poached. Mr Perry did not argue that this greater number significantly changed the nature of the Respondent Companies' complaints.

36.         Thirdly, and most importantly B17 and C17 intended, they said, to make a claim for their losses resulting from the "poaching", but they acknowledged that it was not a matter that they should raise in defence to the claim against them in the arbitration.

37.         I next come to the Delaware proceedings that I described in the 2025 Judgment, and in particular to a declaration made on 24 September 2024 by Mr G, who was then the Group Chief Executive Officer of D17. He reiterates the Respondents' Group's complaints against A17 and Ors, and explains why these points were not raised in defence of the arbitration claim:

"... in late 2019, there was a dramatic shift in the relationship between the Company and [State 2], following a reorganization of [State 2's] defense industry. On November 5, 2019, as part of this reorganization, a new company, [the Claimant's Indirect Parent], was established and the projects previously administered by A17 were taken over by [the Claimant's Indirect Parent]. At this point [the Claimant's Indirect Parent], for all practical purposes, became a direct competitor of the Company. Around the time of the establishment of [the Claimant's Indirect Parent], there commenced what appears to have been a coordinated poaching campaign targeting key staff of the Company in order to secure the Company's know-how and part of its Defense IP in order to support the development of its own Defense IP and in order to fast track the development of its own products. By that point in time, the previous Business Development Executive of the Company joined [the Claimant's Indirect Parent] and, thereafter, at least twenty-six Company employees, including the Company's former Chief Test Pilot of the  aircraft (an innovative aircraft designed and manufactured by the Company), were poached to take up employment in [the Claimant's Indirect Parent] or companies controlled directly or indirectly by [the Claimant's Indirect Parent] or the government of [State 2]. During this time, several of the Company's senior engineers, including the Head of Engineering were also solicited to move to [State 2]. The poaching of staff caused a very serious and lasting negative impact on the Company with consequences that are still felt throughout the organization.

It has since become clear that, following the creation of [the Claimant's Indirect Parent] and the assertion of its control over pre-existing [A17] projects, [the Claimant's Indirect Parent] intended to gain control over the Company and its valuable intellectual property through any means it could, including through the poaching of its key personnel and refusing to convert its prior investment under the Prepetition Convertible Loan. On November 10, 2020, under [the Claimant's Indirect Parent]'s direction, [A17] notified the Debtors that it would not convert the obligations under the Prepetition Convertible Loan into equity. On that same date [A17] gave notice of default to [C17] and demanded repayment of the advance under the Prepetition Convertible Loan. On February 7, 2021, [A17] notified [B17] that it was calling its obligations under the guarantee.

On October 11, 2022, [A17] commenced the Arbitration Proceeding against [C17] and [B17] to collect the advance of $149 million provided by [A17] under the Prepetition Convertible Loan. [C17] and [B17] asserted defenses in the Arbitration Proceeding. However, the Company was advised that, because the Arbitration Proceeding was strictly limited to the issue raised by [A17] and resolution of that issue between the specific entities party to the proceeding, the Company's claims against [A17] and its affiliates (including, without limitation, claims related to poaching of key employees and failure to honor purchase agreements with the Company, estimated to be far in excess of the claims alleged by [A17] against the Company) could not be asserted or decided in the Arbitration Proceeding. As such, the Company's rights with respect to these claims remain unresolved and the Company was advised to pursue such claims in another forum upon completion of the Arbitration Proceeding".

38.         The evidence presented by the Respondent Companies to this Court was similar. In evidence in support of the application for a WFO, Mr David Odejayi of AOSS had said that the Respondent Companies might seek to resist the application on the basis that they had claims against A17, and continued, "[The Respondent Companies] have alleged that [A17] intentionally interfered with [the Respondents' Group]'s business, operations, and customers, including through poaching of key [Respondents' Group] employees and the unauthorized use an misappropriation of [the Respondents' Group]'s intellectual property". In response, in an affidavit dated 10 January 2025, Mr D, a Senior Vice President of the Respondents' Group, said that it intended to bring a substantial claim for, among other things, business interference and unauthorised use of intellectual property against A17, and had engaged Dr B to investigate the position. (Mr D refers to "[initials of Dr B]", but I infer that he refers to the same Dr B whose affidavit is before me.) He referred to investigations by State 1's authorities, including the investigations into the affairs of State 1 Company 1, and said that he was advised that "the [State 1 Investigating Unit] investigation highlights the systemic appropriation of [State 1's] defence intellectual property through what appears to be a coordinated strategy of extending loans with a plan to conversion to equity, followed by appropriation of intellectual property and key personnel". Mr D said that "the [Respondents'] Group is awaiting the outcome of these investigations before pursuing its own civil claims".

39.         These points were not deployed by the Respondent Companies to argue that the Award was not one which this Court should not be recognised and enforced. Nor did those then representing the Respondent Companies rely on them in their submissions in support of their argument that A17 had not made a fair presentation on its ex parte application, but I made clear in the 2025 Judgment (at para 165) that I would have rejected any such argument.

The English Proceedings Application

40.         With this introduction, I shall consider separately the four matters before me, and I start with the English Proceedings Application. By it, the Respondent Companies seek an order in the 323 Proceedings under the ADGM Court Procedure Rules 2016 ("CPR") rule 8(1) "staying the proceedings until the conclusion of proceedings to be issued in the English High Court under section 58(2) of the [UK] Arbitration Act 1996 to challenge" the Award. Under CPR r.8(1), "The Court may make any order, give any direction or take any step it considers appropriate for the purpose of managing the proceedings and furthering the overriding objective of these Rules as set out in Rule 2(2)", which is that "to secure that the system of civil justice in the ADGM Courts is accessible, fair and efficient".

41.         The Award was made in an arbitration the seat of which was England. Under section 68 of the Arbitration Act 1996, therefore, B17 and C17 are entitled to "apply to the court challenging an award in the proceedings on the ground of serious irregularity affecting the tribunal, the proceedings or the award". Section 68(2) defines "serious irregularity": it means "an irregularity of one or more of the following kinds which the court considers has caused or will cause substantial injustice to the applicant ... (g) the award being obtained by fraud or the award or the way in which it was procured being contrary to public policy". By section 70 of the Arbitration Act 1996, an application to challenge an award must be brought within 28 days of the award, or where, as in this case, the award is corrected, the date of the correction. The time for challenging the Award therefore expired in October 2024, but the Court has power under section 80(5) to extend the time for a challenge.

42.         In his evidence in support of the English Proceedings Application, Mr Perry said that the Respondent Companies seek an order to enable them to challenge the Award on the grounds that it was obtained by fraud or is otherwise contrary to public policy "as a consequence of the sworn affidavit of [Dr B]". He said that his firm "expects to be instructed to urgently commence [such] proceedings", and that "As the [Respondent Companies] did not possess the sworn affidavit of [Dr B] until 19 January 2026, [they] consider it likely that the English Courts will grant an extension of time for the s.68(2)(g) challenge to be made".

43.         The Respondent Companies have not yet brought any challenge in the English Courts, and they have not yet given instructions to their English lawyers to bring a challenge.  Mr Perry states that his firm expects to receive such instructions, but he does not state the basis for that belief, nor why instructions have not already been given. In his witness statement of 19 January 2026, Mr Perry states that proceedings are "likely to be issued as early as April 2026 or May 2026". The only explanation is that proceedings have not already been brought is that Dr B's affidavit was received only on 19 January 2026, but in my judgment that does not adequately explain why the Claimants had not given instructions by the time of the hearing on 10 February 2026, three weeks later. Still less does it explain why the Respondent Companies do not contemplate bringing proceedings before April 2026.

44.         Mr Perry said in his written submissions that the Respondent Companies "appreciate that the Court currently stands in somewhat of an invidious position in circumstances where the s.68 Challenge has yet to be brought", and therefore asked for a "short interim stay ... to permit the s.68 Challenge to be made" with a view to a longer stay being considered thereafter. However, he does not explain on what basis the Award might be challenged on the basis of fraud or public policy grounds. Although Mr Perry submitted that it is critical that Dr B states that the criminal charges under investigation are directly linked to the Award, this opinion is not a substitute for explaining the link to the Court.

45.         However, this might be, for two reasons I am unable to accept that the proposed application to the English High Court would have a realistic prospect of success. First, I see no real prospect that B17 and C17 would be granted an extension of time to challenge the Award. Dr B's affidavit states nothing material that was not known to them when they pleaded their defence in the arbitration, when Mr G made his declaration and when Mr D gave his witness statement in these proceedings.

46.         Secondly, I see no real prosect that B17 and C17 might successfully challenge the Award on the basis of anything in Dr B's affidavit. As is clear from their defence in the arbitration, they made a deliberate decision that they should not, or could not, deploy the complaints that he investigated in defence to the claim in the arbitration, under section 68, and to my mind they were right to recognise that they afforded no defence to the arbitral claims. But in any event, given that decision, they could not now deploy those arguments to challenge the Award.

47.         I accept that in some circumstances the Court will stay proceedings pending the determination of proceedings in another jurisdiction, and that, as Mr Perry submitted, the relevant principles were considered in Hulley Enterprises Ltd & ors v The Russian Federation [2021] EWHC 894 (Comm). However, I refuse the English Proceedings Application: I see no proper basis for a stay, even on an interim basis, pending proceedings in the English Court.

The R & E Applications

48.         By the R & E Applications, the Respondent Companies apply for the R & E Order to be set aside and seek a stay of proceedings pending determination of that challenge to the R & E Order. Curiously, the R & E Applications are made in the 322 Proceedings, and not in the 323 Proceedings in which the R & E Order was made, but A17 took no point on that.

49.         Section 60 of the Arbitration Regulations defines the awards to which Part 4 of the Arbitration Regulations applies, and the Award is covered by it. The Court is obliged to recognise and order enforcement of such awards unless one of the limited exceptions in section 62 applies. One of those exceptions is that the Court may refuse recognition and enforcement if "the Court finds that ... the recognition or enforcement of the award would be contrary to the public policy of the UAE": section 62(2)(b).

50.         By its application of 10 January 2025 challenging the R & E Order, the Respondent Companies relied upon section 62(2)(b), arguing that it was engaged because A17 had obtained the R & E Order on its ex parte application without making proper disclosure. I rejected that challenge.

51.         Mr Perry said that the new challenge to the R & E order "arises from the same newly crystallised factual matrix" as the English Proceedings Application, and submitted that the Court cannot determine whether these matters engage the section 62(2)(b) exception (and so whether the R & E Order should be set aside) without expert evidence on UAE public policy. He cited in support of that submission the judgment of the DIFC Court of Appeal in Lachesis v Lacrosse [2021] DIFC CA 005, in which it was said (at para 37(ii)), "Particular caution is required before an international court such as the DIFC Court can pronounce on issues of UAE public policy. As observed by His Excellency the Deputy Chief Justice Omar Al Mheiri in Case No. ARB-009-2019, at [24], '...this commercial and civil Court will rarely be in a position to make findings related to the public policy of the UAE without the assistance of expert evidence....'".

52.         The Respondent Companies have not presented expert evidence on these applications, nor even indicated what issues that evidence might go to. Instead, they seek an interim stay "pending determination of the application for 3 months, to enable expert evidence to be obtained on UAE public policy" (as Mr Perry puts it in his witness statement in support of this application). In my judgment, this is far too vague and speculative basis to justify an interim stay.

53.         There is another reason for refusing the R & E Applications. The Court has already refused an application of the Respondent Companies to set aside the R & E Order. In these circumstances, the normal rule is that the Court will not exercise its discretion to entertain another application unless either: (i) there has been a material change of circumstances; or (ii) the facts on which the original decision was made were (innocently or otherwise) misstated: Tibbles v SIG plc [2012] EWCA Civ 518 at para 39 per Rix LJ, This is not an exhaustive statement of when the Court might exercise its discretion is favour of an applicant, but the Respondent Companies identified no consideration that, in my judgment, would justify a departure from the normal principle. There has been no material change of circumstances: I have explained why I do not consider the affidavit of Dr B to be such a change. Mr Perry did not contend (nor could he properly have contended) that the facts on the basis of which I refused the original challenge were misstated.

54.         For these reasons, I refuse the R & E Applications.

The Permission Application

55.         As I have said, the WFO included undertakings by A17 in the conventional terms, including the Information Undertaking.  By its application of 20 October 2025, A17 sought permission to use information so obtained for the purpose of proceedings (current and contemplated) to enforce the Award and the Costs Order. In his evidence in support of the application, Mr Koozekhanani said that A17 did not consider that the proposed use would constitute a breach of the Information Undertaking, in particular because the WFO was granted after the Award and in aid of enforcing it, and the Costs Order was made in the claim for the WFO. However, he continued "to the extent that this Court considers that such permission is required, [A17] considers that it is just and convenient for this Court to grant permission ...". This is, he argued, because judgment and award creditors should have all the information that need to execute their judgments and awards anywhere in the world.

56.         In my reasons for the Permission Order, I said this: "I am inclined to think that [A17] does not need the Court's permission to use any information obtained as a result of the Freezing Injunction and Provision of Information Order for the purposes described in the Witness Statement. My provisional view is that the Undertaking does not apply to proceedings, whether against one or more of the Respondents or against any other person, brought for the purpose of enforcing the Final Award or the Costs Order. However, although this view is supported by the judgments of Colman J in Gidrxslme Shipping Co Ltd v Tantomar-Transportes Maritimos LDA [1995] 1 WLR 299, 310F and Tomlinson J in Vitol SA v Capri Marine Ltd & ors [2010] EWHC 458 (Comm) 458, I do not consider it appropriate to decide the question (for example, by way of a declaration) on a without notice application".

57.         I then gave permission for use of information in rather more limited terms than A17 had sought in that I permitted use: (i) of all the information in enforcement proceedings against the Respondent Companies in any jurisdiction; and (ii) of only some of the information in enforcement proceedings against third parties only in specified jurisdictions. I explained in my reasons that, with regard to proceedings against third parties, I had sought "to strike a balance between [A17]'s right to enforce the Final Award and the Costs Order and the interests of the Respondents in keeping information confidential". I also said that "If [A17] has proper reason to seek permission to use other information in proceedings against other persons in other jurisdictions, it may restore its application". A17 has not sought permission for wider use, and it does not challenge the restrictions to the permission that I gave.

58.         Mr Perry disputed that, on its proper interpretation, the undertaking permitted the use of the information for the purpose of enforcing the Award. He contended that the undertaking should be given a "strict and orthodox construction", and that A17's application was "not an exercise in interpretation, but an impermissible attempt to rewrite the [WFO] after the event". I make two initial observations, First, this submission does not engage with that question whether the Court should exercise its discretion to permit the use that A17 seek, which was the basis of the Permission Oder. Secondly, the submission does not engage with A17's purpose of enforcing the Costs Order.

59.         However, I shall consider the question whether the Information Undertaking, on its proper construction, cover proceedings to enforce the Award. Mr Perry did not dispute that the judgments in the Gidrxsime case and the Vitol case both support A17's contention that the undertaking does not prohibit use of the information to enforce the Award and the Costs Order. I need cite only these passages from the Vitol judgment, where the meaning and effect of an undertaking in similar terms to the Information Undertaking was considered:

"In the affidavit sworn in support of the application Mr Peter Reid, Vitol's solicitor, said that it was Vitol's primary contention that using the disclosure overseas as a means to enforce the judgment 'in this claim' would not be in breach of the undertaking .... I do not have to decide this point. Nevertheless, given the context in which the undertaking was given, in aid of a disclosure order made after judgment had been given on the substantive claim, I am inclined to think that Vitol's primary contention is right and that in principle the court's permission was not required. A freezing order is not itself an instrument of enforcement since it is not designed to confer upon the applicant any proprietary or other interest in the property or chose in action which is frozen. A freezing order granted after judgment is however given with a view to assisting in the process of enforcement of the judgment. It is difficult to see for what other purpose it is given. I would be similarly inclined to the view that in principle use of the documents for the purposes of enforcement of the judgment is use for the purpose of the proceedings in which they were disclosed". (at para 23).

"enforcement of the judgment is not collateral to the purpose for which disclosure was given or ordered. ... Furthermore, ... in the post judgment regime where the judgment creditor is at liberty to attach assets of the judgment debtor in execution of the judgment a freezing order may often be ancillary to a disclosure order - for the obvious reason that the disclosure order is needed in order to ascertain the whereabouts of assets which may be attached but a freezing order may be necessary in order to prevent an unscrupulous judgment debtor from removing those assets from an identifiable location before attachment can be effected. Colman J made the same point in Gidrxslme Shipping Co. Ltd v. Tantomar-Transportes Maritimos LDA [1995] 1 WLR 299 at 310F: 'Where, by contrast, one has the position that a judgment has been already obtained or an award made and where a Mareva injunction in aid of execution is justified, the jurisdiction to make a disclosure order arises both as a power ancillary to and in support of the injunction and independently of the injunction as a power in support of the execution of the judgment or award'. At page 312EF Colman J drew the distinction between the pre and post-judgment situations and pointed out that quite different considerations apply. He pointed out that post-judgment or post-award 'it is just and convenient that the judgment or award creditor should normally have all the information he needs to execute the judgment or award anywhere in the world'" (at para 37).

60.         I respectfully agree with the reasoning of Tomlinson J and Colman J, and I adopt it.

61.         Mr Perry submitted that the decision in the Vitol case "is a single first-instance decision, turning on its own facts" and that, in so far as it is said to justify a broad interpretation of the words "this claim" in the Information Undertaking, it cannot survive the judgment of Lord Clarke in JSC BTA Bank v Ablaylov [2015] UKSC 64. He submitted, in light of the judgment: (i) that the "Court's task is to construe the Undertaking as made, not as one party now wishes it had been framed"; (ii) that "[s]uch undertakings are subject to strict construction, reflecting their intrusive nature and penal consequences of breach"; and (iii) that the "Court may not adopt an expansive or 'flexible' interpretation to accommodate enforcement convenience. If wider use is sought, the correct course is a variation of the order".

62.         The first proposition is uncontroversial. I do not find the second proposition helpful: of course, freezing orders are intrusive and their breach attracts penalties, but here (unlike in the JSC BTA Bank case) the question is about the interpretation of an undertaking, not the freezing order itself. With regard to the third proposition, I do not understand why a party seeking wider use that the Information Undertaking would permit should seek a variation of the order (or the undertaking) rather than apply for permission as the undertaking appears to contemplate.

63.         However, that might be, I see nothing in these propositions or in the judgment of Lord Clarke that is in conflict with the reasoning of Tomlinson J and, before him, Colman J. Both the Gidrrxslme judgment and the Vitol judgment are still cited in the White Book (2026) (ed), the commentary on the latter stating "The judge held that the disclosure given post judgment by a judgment debtor could be used for purposes of enforcement, not only against the judgment debtor, but also (on the basis of the alter ego theory of liability) in proceedings abroad against a third party. The enforcement of the judgment was not a purpose collateral to that for which disclosure was made". I consider that these judgments still properly state English law, and so ADGM law.

64.         However that might be, these submissions do not go to my decision to grant permission for use of the information under the terms of the undertaking. The reasons that Mr Perry identified in his evidence in support of the Permission Application that the permission should be rescinded are these:

a.      That the "reliability of the ... Award is now in question by reason of the evidence given by [Dr B], which lays in question the entire probity of the underlying transactions on which the ... Award is based";

b.      That the State 1 National Prosecuting Authority has initiated a priority criminal investigation; and

c.      That "High Court proceedings in England and Wales based substantially on [Dr B's] evidence are now under express contemplation ...".

65.         I have explained why I am not impressed by those points. I note that Mr Perry states in his witness statement in support of the Permission Application that, whereas the Permission Order might have previously have been consistent with "the policy interest that judgment or award creditors should have all the information they need to execute their judgments or awards anywhere in the world", the "landscape has changed" in light of his witness statement "which adduces [Dr B]'s evidence, the fact of the Criminal Investigations and the imminence of High Court Proceedings". I do not consider that these matters significantly answer the policy interest upon which A17 relies.

66.         Next, Mr Perry relies upon a letter dated 16 December 2025 from Nicqui Galaktiou Inc, who act for Ms B and Mr D. They state that  "at no point did our clients   consent to the dissemination of any of their personal information, nor any information contained in their witness statements, testimonies or correspondence provided during the confidential ADGM litigation to be used outside of the said proceedings" and that their clients "vehemently object" to A17's request for permission. I do not know to what "personal information" of Ms B and Mr D is referred to, nor is there any proper explanation as to the basis of their objection to their evidence and other information being used by A17 to enforce the Award. Mr Perry emphasised that they are now "State witnesses in the Criminal Investigations" but I am not persuaded that therefore their information should not be so used by A17.

67.         Finally, Mr Perry argues that the Permission Order should be set aside because the information includes some that is confidential or commercially sensitive: he said that "Any information that is transferred to a third party that concerns the [Respondents'] Group's financial affairs and/or value or location of any of its assets is sensitive commercial information". In the 2025 Judgment, I observed (at para 27) that the Delaware Judge had said that, if the debtor (in the Respondents' Group) wanted to withhold information on the basis of commercial sensitivity, evidence was required. I also said (at para 175) that I too declined to entertain an argument that information is commercially sensitive without evidence to support the argument. This history notwithstanding, Mr Perry's evidence about information being confidential or sensitive is couched in general and vague terms. He does not identify specific information that causes particular concern.

68.         I explained in my reasons for the Permission Order that I sought to strike a balance between A17's right to enforce the Award and the Costs Order, on the one hand, and the Respondent Companies' interest in keeping information confidential; and therefore I placed limits on the permission that I granted. Mr Perry's evidence and submissions have not persuaded me that the order that I made did not strike the proper balance.

69.         I therefore decline to set aside the Permission Order. In my judgment, A17 does not strictly require the permission that I granted, but to put the position beyond doubt, I shall uphold the position that I granted.

The TPDO Application

70.         The regime governing third party debt orders in the ADGM is in Part 31 of the CPR. It is modelled on the English Civil Procedure Rules 1998, part 72. Rule 260 of the CPR states that Part 31 contains rules "for a judgment creditor to obtain an order for the payment to him of money which a third party who is within the jurisdiction owes to the judgment debtor ..." Rule 265(1) provides as follows: "..., the Court may make a final third party debt order requiring a third party to pay to the judgment creditor — (a) the amount of any debt due or accruing due to the judgment debtor from the third party; or (b) so much of that debt as is sufficient to satisfy the judgment debt and the judgment creditor's costs of the application".

71.         D17 is a company incorporated in the ADGM. A17 contends that it owes a debt to C17. In support of this contention, it relies upon:

a.      A declaration dated 13 September 2024 made by Mr G in the Delaware proceedings, in which he declared, in a statement of D17's assets and liabilities verified under penalty of perjury, that it had a debt of US$ 7,859,178.47 owed to C17. The statement required Mr G to check boxes if the debt was contingent, unliquidated or disputed, and Mr G checked none of the boxes. He also verified that the claim was not "subject to offset".

b.      An email dated 4 April 2025 from Ms B, the Chief of Staff of the Respondents' Group, to the Court, in which she provided information of the Respondent Companies' assets pursuant to a requirement in the WFO. She listed as an asset of C17 a related company receivable from D17 of US$7,859,178. She also provided a balance sheet of C17 as at 31 December 2024, which was described as "preliminary unaudited", in which there were listed "related company receivables", including a sum from D17 of US$8,109,603 (described as "Amended").

A17 did not press before me an argument that the debt is more than US$7,859,178.

72.         The Respondent Companies, however, dispute that there is a "debt due or accruing due" from D17 to C17. They rely on evidence of Mr D in an affidavit of 10 January 2025, in which he said "[The Respondent Companies] do not dispute that there is an intercompany balance between [C17] and [D17] in the amount of US$7,859,178.47. Although this does exist it is not due or payable until there is agreement to do so between the companies and there are sufficient funds to do so". Further, in an affidavit of 10 January 2025, Ms B said this: "[C17] has not had an operational bank account since March 2023. However, prior to this and at various times since [D17] was incorporated in 2018, [C17] has made various payments to subsidiaries on behalf of [D17]. These payments are represented in the [Respondent's] Group's internal accounting records as an intercompany balance in the sum of USD 7,859,178. I emphasise that this is not a loan: there is no underlying contractual documentation, no agreed interest rate and no agreement that this would be repayable on demand. Indeed, there is no understanding between [C17] and [D17] that the sum will ever be repaid".

73.         In the 2025 Judgment, I said of this evidence: "...the Respondents acknowledge that there is an inter-company balance of US$7,859,178.47 owing to [C17] by [D17]: this is said by the Respondents to result from [C17] operating a bank account until March 2023 and making payments on [D17]'s behalf to operating subsidiaries in the [Respondent's] Group. However, according to [Ms B] 'there is no understanding between [C17] and [D17] that the sum will ever be repaid', and [Mr D] states that 'it is not due and payable until there is agreement to do so between the companies and there are sufficient funds to do so'. The Respondents provide no documentary support or proper explanation about why a sum which is shown as a receivable from [D17] in the list of [C17]'s assets that [Ms B] provided in response to the Information Order, is now said to be payable only with [D17]'s agreement. Moreover, in the Delaware Proceedings, the filings of [C17] and [D17] stated that [C17] was a creditor of [D17] in the sum of US$7,859,178.47 and that one of [C17]'s assets was a receivable from [D17] in the sum of US$7,859,178.00. In my judgment, [A17] has a good arguable case that the intercompany balance is an asset against which it might enforce the Award" (at para 128).

74.         Mr Perry submitted that this issue cannot be determined without an oral hearing with cross-examination of witnesses.  The Court may, in an appropriate case, direct a trial of an issue on an application for a TPDO: see CPR r.266(4). However, the English White Book 2026 (ed) states that "only exceptionally will it be necessary to give directions and order a trial" (see para 72.8.1), and I consider that this Court too should not readily adopt this course, and should usually do so only where both parties have a real prosect of success and where it is realistic to think that at a trial the Court will have further evidence that will help to resolve the issue.

75.         I see no realistic possibility that a trial will assist to resolve whether there is a debt due or accruing due from D17 to C17. Ms B's evidence indicates that there is no further documentary evidence that might be useful, and it seems that Mr D and Ms B would not give further evidence or be available for cross-examination. Mr Perry did not explain what purpose a further hearing might serve. I consider that I should decide the issue on the evidence that is available.

76.         There is no dispute about the issue to be decided. I accept A17's formulation of it: whether the inter-company balance, which the Respondent Companies acknowledge, represents a debt due, for which C17 could immediately and effectively sue (see Taurus Petroleum Ltd v State Oil Marketing Co of the Ministry of Oil, Republic of Iraq [2017] UKSC 64 per Lord Mance at para 88), or is subject to a condition precedent or contingency that has yet to be satisfied (see Hardy Exploration and Production (India) Inc v Govt of India [2018] EWHC 1916 (Comm) at para 120). This is to be decided by reference to ADGM law, and so English law: it was not disputed that the putative debt would be governed by ADGM law, and in any case there is no evidence or suggestion that any other potentially relevant law materially differs from ADGM law. Further, Mr Perry did not dispute that, if there is a debt, its situs is within the ADGM: although C17 is incorporated in Cyprus, a debt is prima facie deemed to be situated where the debtor is resident.

77.         As I said in the 2025 Judgment, the inter-company balance represents monies expended by C17 on behalf of D17. I do not understand it to be controversial that prima facie such expenditure would give C17 a right to reimbursement: see Goff & Jones on Unjust Enrichment (10th Ed, 2022), "... the courts developed a rule, which remains part of English law of contract, that if a defendant requests a claimant to incur expenditure on his behalf, and does not expressly promise to repay him, then such a promise is to be implied in fact" (at para 19-17). (As Goff & Jones explains, there is room for debate whether this entitlement is now to be regarded as arising from an implied contract or is to be characterised as a remedy in unjust enrichment, but that is not important for present purposes.) In the absence of some contrary agreement, reimbursement is immediately due and payable without prior demand. The burden of proving such an agreement is upon the Respondent Companies: the principle is "onus probandi incumbit ei qui dicit, not ei qui negat".

78.         The Respondent Companies' contention is that there was a contrary agreement in respect of the inter-companies balance that Mr D described. Mr Perkins advanced what seem to me telling arguments against this contention.

79.          First, he pointed out that neither Mr D nor Ms B claims to have any direct knowledge of the arrangement, and they did not identify the course of their information; nor did they state which individuals entered into the agreement.

80.         Secondly, with some justification, he criticised the evidence as unparticularised and uncorroborated.

81.         Thirdly, the Respondent Companies have provided no evidence about why, if the debt was subject to the conditions that Mr D described, Mr G did not state that it was conditional. Mr Perry described Mr G's declaration as a "largely formal document": in my judgment, it cannot be dismissed so lightly.

82.         Fourthly, companies in the same group are not generally entitled to make gifts to each other. As Pennycuick J explained in Charterbridge Corp Ltd v Lloyds Bank Ltd [1970] Ch 62, 74, "[e]ach company in the group is a separate legal entity and the directors of a particular company are not entitled to sacrifice the interest of the company. This becomes apparent when one considers the case where the particular company has separate creditors". Mr Perry did not explain on what basis it would have been proper for C17 to enter into the arrangement that Mr D describes.

83.         I am not persuaded that C17 and D17 entered into such an agreement, or any agreement to displace the interference that the inter-companies balance represents a debt due from D17 to C17. I therefore conclude that A17 is entitled to the Final TPDO that it seeks.

Conclusions

84.         For these reasons, I refuse the applications by the Respondent's Group, and I shall make an order to allow A17 to enforce the Award and the Costs Order against the debt owed by D17 to C17.

85.         Unless I order otherwise, I shall deal with consequential matters without a further oral hearing. Any applications for consequential relief must be made by 4.00pm on 2 March 2026.

 

Re-Issued by: A close up of a sign AI-generated content may be incorrect. Linda Fitz-Alan Registrar, ADGM Courts 23 March 2026