CL-2022-000048 - [2025] EWHC 1810 (Comm)

Since November 2012, the First Claimant (the “Bank”) has been pursuing proceedings to recover debts owed to it by the First, Second and Third Defendants (“the Al Sari Defendants”). In particular, it has been a judgment creditor of the Al Sari Defendants (and the Fourth and Fifth Defendants (“FAL” and “IGPL” respectively), being companies under their control) since March 2016 pursuant to the “Sharjah Judgment”, in a sum exceeding £80 million. The Bank has enforced its judgment debt against the shares in the Second, Third and Fourth Claimants (“the BVI Companies”), being companies formerly owned by the Second and Third Defendants (“the Al Sari Brothers”). The BVI Companies own certain properties in London, including in particular the Al Sari family’s London residence (“the Bridge Properties”). However, the Bank has been unable to realise any value from those properties by reason of a dishonest scheme, described in this judgment, to preserve the Bridge Properties (or their proceeds) for the benefit of the Al Sari family, in particular by two means:

The purpose of the sham Tenancy Agreement was to allow the Al Sari family to remain in possession of the Bridge Properties. The Globe Documents were created in order to allow Globe to effect the return of the Bridge Properties (or their proceeds) from the BVI Companies to the ultimate benefit of the Al Sari family.

From 17 April 2019, Globe pursued a claim in Sharjah, UAE against the BVI Companies based on the sham Globe Documents (“the Sharjah Globe Proceedings”). The Sharjah Court initially dismissed Globe's claim, holding that the Globe Documents were “fabricated”. However, Globe succeeded on appeal (being “the First Globe Appeal Judgment”) and the BVI Companies were ordered to pay Globe, pursuant to the terms of the sham Globe Documents, the sum of AED 582,652,815 together with interest at 5% from 17 April 2019. Subsequent appeals (including by way of Petitions for Reconsideration) by the BVI Companies and the Bank to the Sharjah Court of Appeal and the Federal Supreme Court were dismissed by those courts (“the Globe Appeal Judgments”).

This trial concerns the Claimants’ claim for declaratory and injunctive relief in respect of the Globe Documents and First Globe Appeal Judgment (as described in paragraph 116 below). The Claimants invite the Court to make findings in three categories.

First, that the Globe Documents were and are (i) shams, (ii) made without the BVI Companies’ authority and (iii) void and of no effect. The Claimants also invite the Court to find that they were (iv) backdated and (v) created for the purpose of harming the Claimants. As will be seen, the Claimants established each of these matters at trial.

Second, that the First Globe Appeal Judgment was obtained by fraud and should not be recognised or enforced at common law. The fraud on the Sharjah Court comprised the knowingly false assertions by Globe that the Globe Documents were genuine and valid documents entered into on the dates they bear, which record true and valid agreements between the parties to them. The Claimants also established this at trial.

Third, that the Globe Appeal Judgments do not preclude the Bank or the BVI Companies from advancing that case in fraud (“the preclusion issue”). I find that they do not.

As to the preclusion issue, the Claimants’ case which I consider to be well founded (as discussed below) is in particular that: (i) the Second/Third Globe Appeal Judgments were not the product of a second, separate set of proceedings so as to engage the rule in House of Spring Gardens v Waite (No 2) [1991] 1 QB 241; (ii) the petitions under Article 169 of the UAE Civil Procedure Code were concerned with a far narrower inquiry than the Abouloff fraud issue before this Court; (iii) the BVI Companies were not parties to the Third Globe Appeal Judgment in any case, and are not bound by it whether as privies or otherwise; (iv) there is no concept of a Henderson v Henderson or Hunter abuse under UAE law, but neither would apply in any case; (v) the House of Spring Gardens principle is not engaged at all against the Bank, because it was not a party (or privy) to the First Globe Appeal Judgment (and accordingly its position is of no relevance to the declaratory relief sought by the Claimants).

The First Claimant is the Commercial Bank of Dubai PSC, incorporated under the laws of the UAE, registered at Al Ittihad Street, PO Box 2668, Dubai. The Second to Fourth Claimants are Hortin Holdings Limited (“Hortin”), Westdene Investment Limited (“Westdene”), and Lodge Hill Limited (“Lodge Hill”) (together, the BVI Companies). As mentioned, the BVI Companies were formerly ultimately beneficially owned by the Second and Third Defendants and are now owned by the Fifth Claimant, VS 1897 (Cayman) Limited (“VS 1897”) which is a corporate nominee incorporated in the Cayman Islands and ultimately owned by the Bank.

The First to Third Defendants are all members of the Al Sari family, Mr. Abdalla Juma Majid Al Sari (“Abdalla Al Sari”), Mr. Majid Abdalla Juma Al Sari (“Majid Al Sari”), and Mr. Mohamed Abdalla Juma Al Sari (“Mohamed Al Sari”). The Al Sari Defendants are Emirati nationals and the ultimate beneficial owners of an international group of companies with business interests in various industries including oil, investments, real estate development, manufacturing, retail, insurance and hospitality (the "Al Sari Group").

By two orders of Henshaw J dated 20 May 2022 default judgment was entered on all claims in this action against Mohamed Al Sari, who has not participated in these proceedings at all.

The Fourth Defendant, FAL, is a company incorporated in the UAE and was previously a large oil trading company in the Gulf. Abdalla Al Sari is its manager, and its shares are equally owned by IGPL Investments LLC (the shareholders of which are Majid Al Sari and IGPL) and Al Soor Investments LLC (“Al Soor”). The listed manager of Al Soor is Mohamed Al Sari and its shareholders are Abdalla Al Sari and Sari Investments LLC.

IGPL is a company incorporated in the UAE. IGPL’s manager is Abdalla Al Sari and his daughters are shareholders alongside the Al Sari Brothers.

By order of Butcher J dated 10 May 2023, the Claimants entered summary judgment against Abdalla Al Sari, Majid Al Sari, FAL and IGPL on the Bank’s claim to enforce the Sharjah Judgment. They were ordered to pay to it the sum of UAE 382,842,285.79 plus the sum of UAE 9,297.33 per day from 28 April 2023 to the date of payment on a joint and several basis.

The Sixth Defendant, IGPL GT, is a company incorporated in UAE. Its manager is Abdalla Al Sari and his daughters are shareholders alongside Discovery Investment Group LLC (“Discovery”). Discovery is a company managed by Majid Al Sari and the children of Majid Al Sari are shareholders. At the relevant time, each of Majid Al Sari’s children were minors.

The Seventh Defendant is Globe which is a company incorporated in the Jebel Ali Free Zone Dubai, UAE.

The Eighth Defendant is MENA Investment Holdings Limited (“MENA”), a company incorporated in the BVI. MENA is the sole shareholder of Globe and the parent company of both Globe and the Ninth Defendant, MAS Capital Holdings Limited (“MAS”).

MAS is a company incorporated in the Jebel Ali Free Zone Dubai, UAE. I shall refer to Globe, MENA and MAS in this judgment as “theGlobe Defendants”.

The Tenth Defendant is Mr. Hamad Saif Hamad Abdalla Almheiri (“Mr. Almheiri”). He is the second cousin of Abdalla Al Sari, a director of the Globe Defendants, and a shareholder in MENA. His name appears as a signatory on the Globe Documents, the significance of which is explained below. Mr. Almheiri claims to be the controlling mind of MENA, which filed a defence to this claim together with Globe and MAS. Mr. Almheiri is recorded as having held various managerial positions within companies related to the Al Sari Defendants as I describe further below.

These proceedings have been ongoing since 2022. The Defendants’ engagement with them has been sporadic (and in Mohamed Al Sari’s case, non-existent) and they each chose not to attend this trial. I had accordingly first to decide whether to proceed with this trial in their absence. I decided that I should.

As I have said, Mohamed Al Sari has never engaged with the proceedings. On 20 November 2023 he was committed to prison for 21 months by Butcher J for contempt of court (in his absence), as a result of his failure to comply with an asset disclosure order pursuant to a Worldwide Freezing Order made against him by Cockerill J on 18 February 2022 (as varied and continued by Calver J on 11 March 2022).

The other two Al Sari Defendants, FAL, IGPL and IGPL GT ceased to be legally represented in these proceedings in February 2023 and they have had only limited engagement with them since that date. They did not attend the hearings where findings of contempt were made against the First to Sixth Defendants by Butcher J on 4 October 2023 and when Abdalla Al Sari and Majid Al Sari were each committed to prison for their contempt for 24 months by Butcher J on 20 November 2023.

The limited engagement of Abdalla Al Sari and Majid Al Sari is as follows:

The Globe Defendants filed a defence on 8 March 2024. At a pre-trial review MENA (the parent company of Globe and MAS) was ordered to give disclosure by 18 April 2025. It did not comply with that order and has not re-engaged with these proceedings subsequently.

Globe, MAS, and Mr. Almheiri were represented at a hearing before this court in November 2024 after which the court indicated that there would be a hearing on 14 January 2025 where the form of a worldwide freezing order against Mr. Almheiri would be settled. However, the solicitors who represented Mr. Almheiri at the November 2024 hearing applied to come off the record on 3 January 2025. Mr. Almheiri did not participate in the 14 January 2025 hearing and did not give any asset disclosure.He has taken no steps to comply with his asset disclosure obligations, and the Claimants have issued a committal application for his contempt in respect of the worldwide freezing order. He has also failed to give disclosure in these proceedings.

The Globe Defendants’ supposed reasons for lack of engagement and non-attendance at trial were set out in a letter sent to the Claimants on 1 May 2025 by newly appointed lawyers in Dubai, OBH Lawyers (“OBH”). They objectedto the English Court’s jurisdiction and to service, and stated that Mr. Almheiri had filed a criminal complaint in the UAE “in relation to the substance of the ongoing UK proceedings”. They also stated that “no action will be taken that may give rise to a potential criminal liability as an accessory to what may prima facie be considered as a UAE Criminal Offence”. The Claimants responded the next day explaining that Mr. Almheiri’s objections and criminal complaint were unfounded, and seeking confirmation as to whether the Seventh to Tenth Defendants would be attending the trial. The Claimants did not receive any response to that email.

The Defendants were fully aware of the date and location of this trial and were served with all of the relevant documentary material. There have been six service orders made since the start of these proceedings which gave permission for the Defendants to be served by various alternative methods including by courier, iMessage, text message or WhatsApp, and email. The Defendants were each provided with access to the trial bundle and all written arguments of the Claimants.

Pursuant to CPR 39.3, the court has a discretion to proceed with a trial in the absence of a party. When determining whether to do so, “[It] is of course of the first importance that a party is afforded a fair opportunity to present its case to the judge. It is also, however, of great importance that judges, as a matter of case management, act robustly to bring cases to a conclusion…”: Williams v Hinton [2012] CP Rep 3 (CA), Gross LJ at [40].

Dexia S.A. v Regione Emilia Romagna [2024] EWHC 3236 (Comm) provides guidance as to the exercise of the court’s discretion in such a case. In that case, the defendants acknowledged the claim and indicated an intention to defend it at trial but subsequently decided not to participate at trial. The claimant made the electronic trial bundle available to the defendants. The court stated at [20]:

“The right to be present at trial and to be legally represented can be waived by a defendant. One circumstance in which this right may be wholly waived is if, “knowing, or having the means of knowledge as to, when and where his trial is to take place, he deliberately and voluntarily absents himself and/or withdraws instructions from those representing him” (R v Jones quoted in Caranzaro at [3])”.

Further, in Sloutsker v Romanova [2015] EMLR 27 at [25] it was stated:

“Where a litigant fails to appear without giving a reason it is necessary to consider first whether they have had proper notice of the hearing date and the matters, including the evidence, to be considered at the hearing. If satisfied that such notice has been given, the court must examine the available evidence as to the reasons why the litigant has not appeared, to see if this provides a ground for adjourning the hearing”.

In the present case, all of the relevant evidence, orders and notice of the trial date have been served on each of the Defendants by the permitted alternative means, and were received by them, as set out in detail in the 22^nd witness statement of Mr. Sion Richards dated 3 May 2025 (as updated in his 23^rd witness statement dated 6 May 2025). Indeed, Globe, MAS and Mr. Almheiri were aware of the Claimants’ proposal to use the trial window for the claims in this trial, which proposal was made while they were still legally represented. Mr. Almheiri (who claims to control the Seventh to Ninth Defendants) is clearly aware of the trial, and in light of OBH’s emails has clearly taken a deliberate decision not to attend the trial.

In short, I am satisfied that each of the Defendants is aware of the trial and has access to all the relevant trial evidence and documents, but has chosen voluntarily to disengage from the proceedings. They have accordingly waived their right to attend the trial. There is no reason not to proceed in their absence.

Moreover, in the light of the Defendants’ non-attendance, I granted the Claimants permission to dispense with oral evidence at trial and instead to prove their case on the basis of their pleadings, written witness statements, expert reports and the disclosed documents pursuant to CPR 32.2(2)(b) and 32.5(1)(b), in accordance with the guidance in Lighting and Lamps UK Ltd v Clarke [2016] EWCA Civ 5 at [41]-[42]. That guidance was followed by Foxton J in Lakatamia Shipping v Tseng [2023] EWHC 3023 (Comm) at [11]-[12] when he stated as follows:

“As a matter of principle, the court is perfectly entitled to dispense with the calling of oral evidence under CPR Parts 32.2(2)(b) and 32.5(1)(b) where witness statements have been served. The court does not have to follow a pointless procedure in an undefended claim. If it were otherwise, undefended cases up and down the country would be delayed and subjected to inappropriate scrutiny when there was no defence raised and no substantive argument about the claimants’ entitlement.

In this case the claimants had to prove their case. They did so by presenting both their statement of case verified by a statement of truth, and also their witness statements. There was no need for the judge to require the witnesses to be called.”

I have also applied the approach summarised in Nitron Group BV v Barington Alliance LLP [2020] EWHC 1244 (Comm) at [13], followed recently in AMNS Middle East v LIQS Pte Ltd [2025] EWHC 150 (Comm) at [36]:

“… if the Defendants choose not to participate in the trial, the Court is not in a position to conduct a cross-examination of the witnesses by reference to the contemporaneous documents, and its ability to test the evidence is heavily constrained. Unless the witness statement is internally inconsistent or manifestly incredible on its face, the Court can only consider whether the evidence adduced is sufficient to make out the claimant's case, on the basis of that evidence and the inferences which can properly be drawn from it.”

So far as the factual evidence is concerned, at the pre-trial review the Court directed that unless Globe or MAS attended the trial and called Mr. Almheiri to give evidence, Mr. Almheiri’s trial witness statement would not be admitted into evidence at trial. Accordingly, I did not admit it into evidence.

As for expert evidence of UAE law, on 28 February 2024 permission was granted to the parties by Dias J to rely on expert evidence of UAE law relevant to the House of Spring Gardens/preclusion issue. The Defendants have elected not to serve any such expert evidence, so the only evidence of UAE law before the Court is that of Mr Ramadan, the Claimants’ expert. I bear in mind that the court should be reluctant to reject uncontested expert evidence unless it is “obviously false, obscure, extravagant … or patently absurd, or if he has never applied his mind to the real point of law, or if the matters stated by [the expert] did not support his conclusion according to any stated or implied process of reasoning; or if the relevant foreign court would not employ the reasoning of the expert even if it agreed with the conclusion … [or] if it is inconsistent with the text or the English translation [of a foreign statute] and not justified by reference to any special rule of construction of the foreign law”: R v Lama [2017] QB 1171 (CA) at [106]-[107].

In fact, I found Mr. Ramadan’s evidence to be clear, balanced and persuasive, and I accept it.

Dias J also granted permission to rely on expert evidence of “Emirati business culture, including the existence and nature of name lending and practice of Emirati businessmen being appointed to the boards of other Emirati businesses.” Globe and MAS served an expert report by Mohammed Al Dahbashi on 13 December 2024 before they disengaged with the proceedings. Mr. Al Dahbashi’s expertise in this area is, however, questionable as I explain below. In contrast, the Claimants served in response a persuasive expert report dated 24 January 2025 from Mr. Binherz, a UAE lawyer who has 33 years’ experience in the banking sector. In so far as there was a difference of opinion between Mr. Al Dahbashi and Mr. Binherz on any issue of substance, I preferred the evidence of Mr. Binherz.

Mr. Al Dahbashi indicated on 30 January 2025 that he had been without instructions since his report was served. There has therefore been no experts’ meeting or joint memorandum. Mr. Al Dahbashi did not attend trial to give evidence. However, the report of an expert served with permission remains part of the evidence in the case, albeit the weight attributed to it is naturally affected by the fact that the expert is not available for cross-examination: Leeson v McPherson [2024] 4 WLR 41 at [14]-[16], [20] and [27]. The Claimants accordingly addressed Mr. Al Dahbashi’s expert report insofar as it was necessary for them to do so in submissions at trial.

Finally on this topic, the Claimants’ counsel, Andrew Trotter and Madelaine Clifford, readily accepted that because the Defendants did not attend trial, the Claimants had an obligation of fair presentation.That obligation is “less extensive than the duty of full and frank disclosure on a without notice application”, but involves drawing to the attention of the court “points, factual or legal, that might be to the benefit of [the defendant]”: CMOC Sales & Marketing Ltd v Persons Unknown [2018] EWHC 2230 (Comm) at [14]. Accordingly, where the Defendants have filed a defence, it is appropriate for the Claimants to address relevant points which are raised within it.

I consider that Mr. Trotter and Ms. Clifford complied fully with this obligation. Indeed, they were scrupulous throughout the trial in drawing the court’s attention to any point which might be made in favour of the Defendants and their trial presentation was thorough, fair and extremely impressive, and the court is grateful to them both.

The factual background to this claim ranges over proceedings in Sharjah and the DIFC in the UAE, the BVI, and England. I summarise my findings of fact next.

Between 2002 and 2010, the Bank extended credit to FAL with the Al Sari Defendants and IGPL acting as guarantors. FAL got into financial difficulties such that in 2013 it was reported by Reuters that FAL owed a consortium of lenders around $900 million and that the net worth of FAL had fallen from $3 billion to just over $300 million by that date.

On 18 November 2012, the Bank obtained a precautionary attachment against various assets of FAL, IGPL and the Al Sari Defendants in the UAE.

Having secured the assets, on 25 November 2012 the Bank commenced proceedings against FAL, IGPL and the Al Sari Defendants in Sharjah for AED 472,676,345 owed pursuant to the various facilities and personal guarantees granted to them (“theSharjah Proceedings”).

On 17 November 2014, the English Court granted a freezing order pursuant to s. 25 of the Civil Jurisdiction and Judgments Act 1982 in support of the Sharjah Proceedings against the Al Sari Defendants and the BVI Companies in respect of assets in England and Wales up to AED 430,000,000 (“the s.25 Freezing Order”).

On 18 November 2014, a freezing order mirroring the s.25 Freezing Order was granted in the BVI (“the BVI Freezing Order”) which also restrained the BVI Companies from dealing with or diminishing the value of the Bridge Properties.

As a result of the freezing orders, the Al Sari Defendants became aware that both the Bridge Properties and the BVI Companies were the target of enforcement action by the Bank and that any dealing in these properties risked being a breach of the s.25 Freezing Order or the BVI Freezing Order.

On 29 March 2016, the Sharjah Court of First Instance entered judgment for the Bank against the Al Sari Defendants, FAL and IGPL (the “Sharjah Defendants”) in the amount of AED 433,831,166.81 (Footnote: ¹) plus interest of 1% on that amount from 4 December 2012 (the “Sharjah Judgment”). On 27 February 2017, the Sharjah Defendants’ appeal was dismissed by the Sharjah Federal Court of Appeal.

Thereafter, the Al Sari Defendants consistently resisted the Bank’s attempts to enforce the Sharjah Judgment.

On 29 June 2017, the Bank commenced proceedings in the BVI against the Al Sari Defendants in order to enforce the Sharjah Judgment. The Al Sari Defendants then began to take steps to delay enforcement against the BVI Companies, in order to protect the Bridge Properties.

The BVI Court granted permission to serve Majid and Mohamed Al Sari out of the jurisdiction. Mohamed Al Sari was, at that time, in Sharjah’s Central Prison and the Bank endeavoured to effect personal service upon him but he refused to receive the documents. The Bank attempted to serve Majid Al Sari on several occasions. On the first occasion his secretary refused to accept receipt of the documents. On a second occasion, the Bank attempted to serve him at his office at Horizon Energy LLC in Sharjah but he again refused to accept service.

Neither Majid nor Mohamed Al Sari defended the BVI proceedings and summary judgment was entered against them. The judgment was served on them, and on 13 September 2018 the Bank obtained a provisional charging order over, and an order for the sale of, the shares in the BVI Companies, which it served on Majid and Mohamed Al Sari on 26 September 2018.

At that stage, Majid Al Sari sought to set aside the summary judgment with a spurious argument that he had not been properly served, and that the Bank had breached an undertaking in the s.25 Freezing Order. On 25 October 2018, that application was refused by Justice Adderley on the basis that it was unsupported by evidence and indeed “contrary to the order on its face.” It is clear that Majid Al Sari was very keen to seek to hold on to the valuable Bridge Properties, come what may.

On 19 February 2019, despite Majid Al Sari’s attempts to resist it, the BVI Court granted a final charging order and order for sale (“the Final Charging Order”). A Receiver was appointed to the BVI Companies for the shares to be sold and their proceeds applied toward the Judgment Debt.

The Al Sari Defendants’ keenness to avoid the Bridge Properties being the subject of enforcement action is also illustrated by the fact that, after the Final Charging Order was made, Abdalla Al Sari visited the Bank and met its Chairman in or around March 2019. At this meeting Abdalla Al Sari “begged the bank not to enforce on the Bridge Properties” and “threatened that he would not let the Bank get its hands on the Bridge Properties easily”: Tayeb w/s 1 [11].

Further delay was occasioned by the fact that on 2 April 2019, Majid Al Sari sought to appeal the Final Charging Order on jurisdictional grounds and sought a stay of it pending the determination of his appeal. On 13 May 2019, the application for a stay was refused. Despite Majid Al Sari confirming on 27 June 2019 that he was maintaining his appeal and would be filing his submissions, in fact no appeal bundle or skeleton was ever filed by him: Richards w/s 1 [75]. Dr. Tayeb states in paragraph [9] of his first witness statementthat although this appeal was accordingly ultimately dismissed by the Court, “it meant that the Receiver could not press ahead with the sale of the shares in the BVI Companies until 2021”.

The Sharjah Proceedings and the Bank’s associated attempts to enforce the Sharjah Judgment provide the reason for the fraudulent scheme which was developed thereafter by the Defendants. The first element of the fraudulent scheme consisted of the creation and backdating of the Globe Documents, being three agreements recording a series of transactions said to have resulted in the BVI Companies being indebted to Globe in the amount of AED 582,652,815 (plus interest) (Footnote: ²). All of the Globe Documents were signed by Abdalla Al Sari for the BVI Companies; and the Globe Defendants plead that Majid Al Sari and Mr. Almheiri negotiated them.

It is significant that the existence of the Globe Documents only emerged for the first time when Globe brought a debt claim against the BVI Companies in Sharjah on 17 April 2019, despite two of the documents supposedly being dated in 2014. The Claimants' case was that the Globe Documents are false, backdated and/or sham documents; alternatively, that even if genuine they were created in order to harm the Bank and the BVI Companies.

The Globe Documents consist of the following: