Claim No: CL-2024-000435 - [2025] EWHC 1588 (Comm)

Before getting into the challenges, it is helpful first to set out the underlying factual position, as it appears from the documents filed.

Mr Al Haroun is a Kuwaiti citizen who now lives in the UK, and who was formerly associated with a Qatari company called Ettizan Financial and Real Estate (“Ettizan”), and who it is strongly arguable was Ettizan’s majority shareholder.

The proceedings arise against the following background. QNB was a substantial, but minority, shareholder in a Jordanian company called the Housing Bank for Trade and Finance (“HBTF”). Mr Al Haroun alleges that QNB wished to obtain a controlling interest in HBTF by acquiring the shareholding of the Jordanian Social Security Investment Fund of Jordan (“SSIF”), but that for various political reasons a direct sale from SSIF to QNB was not possible.

On Mr Al Haroun’s account, it was decided that the acquisition would proceed as follows:

It is common ground that in October 2008, QNB entered into a loan agreement with Ettizan which was guaranteed by Mr Al Haroun (“the Loan Agreement”). The Loan Agreement is governed by Qatari law and provides for the exclusive jurisdiction of the Qatari civil courts (or any other courts chosen by QNB). Mr Al Haroun asserts (and it is clearly arguable) that the loan was to be used for the purpose of acquiring the shares in HBTF. QNB denies this and states that the loan related to Ettizan’s working capital requirements. Further:

By an agreement dated 20 January 2010 and renewed on 14 June 2011, Ettizan agreed to procure the HBTF shares from the SSIF, and QNB agreed to finance that acquisition, which provided a specific window for the transaction (“the HBTF Agreement”). The HBTF Agreement is governed by Qatari law and provides for LCIA arbitration with a Qatari seat unless agreed otherwise. Clause 9 of the HBTF Agreement provides:

“Except as required by law or regulation or already in the public domain, anything contained herein or disclosed in connection with the transactions contemplated by this Agreement shall be treated as confidential by the Parties, and shall not be disclosed publicly in any manner.”

I have also been shown a sale and purchase agreement (“the SPA”) dated 18 March 2012 said to be between KRIC and the SSIF for the sale of shares in HBTF. That was concluded outside the window in the HBTF Agreement I have referred to, but I accept that it is strongly arguable that QNB had agreed to extend the window, and put a “backup bridge loan” in place if necessary (on the basis of what appears to be an email to this effect, albeit one whose authenticity is, apparently, not accepted by the Defendants, for reasons which were not developed at the hearing). This document is significant because it is almost the only contemporaneous reference to QNB Capital and I should therefore say something about it:

The shares in HBTF were not transferred by the SSIF. KRIC claims to be entitled to a $94m penalty from the SSIF by reason of the non-transfer. The SSIF challenged the validity of the SPA and an arbitration between KRIC and the SSIF took place in Switzerland, beginning in November 2013.

On 20 January 2013, the Qatari prosecution authorities made a seizure order which provided for a Mr Al Mutairi to take over management of the Ettizan group of companies. Mr Al Haroun alleges that Mr Al Mutairi had unlawfully sought to place himself in control of companies in which Mr Al Haroun had interests, including a company called Tatweer, as part of a dispute which arose between Mr Al Haroun and Mr Loay Al Kharafi, the vice-chair of Tatweer and someone whom Mr Al Haroun alleges is a member of one of the wealthiest families in the world.

Mr Al Haroun alleges that, acting on the basis of the seizure order, Mr Al Mutairi organised the transfer of various assets out of the Ettizan group. It is also alleged that Mr Al Mutairi took steps to adjust the public share register in Ettizan to Mr Al Haroun’s disadvantage, and to appoint various new directors, including a Mr Al Emadi, QNB’s CEO at the time.

Mr Al Haroun says that on 22 January 2013, he caused his Qatari lawyers to write to QNB informing QNB of the seizure and instructing it to freeze the accounts of Ettizan, Tatweer and their subsidiaries.

The Qatari prosecutor revoked the seizure order four weeks after it was made, but Mr Al Haroun alleges that the assets of the various companies had been dissipated and their records destroyed by that date. A later investigation by the Qatari prosecuting authorities concluded that the seizure order had been made without a legal basis and that the actions carried out pursuant to it were unlawful.

On 19 March 2013, QNB presented what it alleges is one of the cheques signed by Mr Al Haroun dated and for payment. The cheque was not honoured. QNB alleges that Mr Al Haroun provided it with signed but undated cheques as collateral for his guarantee obligations (see [7] above). Mr Al Haroun alleges that the signature is a forgery and I accept that this is arguably the case, and it is supported by three expert reports (with no contrary report being put in evidence by the Defendants). There is no suggestion that the Loan Agreement or the guarantee given by Mr Al Haroun were not binding on him.

After the cheque was returned unpaid, QNB filed a criminal complaint against Mr Al Haroun in respect of the dishonour of the cheque. There is a hotly contested issue of fact as to what happened thereafter:

In the meantime, the arbitration between KRIC and the SSIF was continuing in Switzerland.

On 31 March 2014, Mr Al Kuwari, the acting CEO of QNB, provided the SSIF with a letter on QNB notepaper which I assume was provided for use in the arbitration and which was put in evidence by the SSIF in the arbitration. The letter denied that the HBTF Agreement related to SSIF’s shares in HBTF and alleged that the HBTF Agreement terminated automatically without being renewed or extended. It is arguable that the contents of the letter were false and knowingly so.

A draft Request for Arbitration (“RFA”) was prepared by lawyers acting for Ettizan for the purpose of a putative arbitration against QNB. This was done in the period between the filing of the 31 March 2014 Letter in the arbitration and the making of the award.

An award in SSIF’s favour was handed down on 20 August 2015, although I do not have a copy of the award. According to Mr Al Haroun, the claim failed for two reasons:

I am told that an application by KRIC to challenge the award was rejected by the relevant Swiss court in February 2017.

Ettizan was dissolved at some point following its liquidation on 7 September 2015, although the precise date is not clear.

On 26 October 2016, QNB brought civil proceedings against Mr Al Haroun and Ettizan before the Qatari courts in respect of alleged breaches of the Loan Agreement and the Settlement Agreement. Judgment was entered in QNB’s favour on 28 February 2018.

On 29 October 2020, QNB commenced proceedings against Mr Al Haroun in the Qatari courts under the cheque allegedly provided in connection with the Settlement Agreement, and obtained judgment.