The DIFC Court of First Instance has formalised the enforcement of a significant judgment debt by approving a specific Share Purchase Agreement and modifying the mechanics of a prior Order for Sale to facilitate payment through a corporate nominee.
What specific assets were at stake in GTC TRADING S.A. v HAZEM ABDOLSHAHID MAHMOUDI RASHED and why did the Claimant require an amendment to the Order for Sale?
The dispute concerns the enforcement of a judgment debt originally valued at approximately USD 24.29 million, arising from a Dubai Commercial Court judgment recognized by the DIFC Courts. The primary assets subject to execution are shares in H.M.R. Investment Holding Ltd (the "HMR Shares"). Following previous orders for the sale of these shares to satisfy the debt, the Claimant, GTC Trading S.A., sought to finalize a transaction with City Mirror SPV Holdings Limited.
The Claimant encountered a practical hurdle regarding the receipt of sale proceeds, as it lacked a functioning bank account to receive the funds directly. Consequently, the Court was asked to amend the existing Order for Sale to allow the appointed Agent to remit payment to an affiliate, Al Khashlok International FZCO. As noted in the Court’s order:
Paragraph 8(a) of the Order for Sale shall be amended to permit payment by the Agent of sums due to the Claimant to Al Khashlok International FZCO on the Claimant’s behalf. Accordingly, paragraph 8(a) of the Order for Sale shall be amended to provide as follows: “8. Out of the remaining proceeds of sale the Agent shall: (a) Pay to the Claimant, or to Al Khashlok International FZCO on behalf of the Claimant, the outstanding amount due to it as stated in paragraph 1 of this Order; and”
This amendment ensures that the enforcement process remains viable despite the Claimant's current banking limitations. Further details can be found at the DIFC Courts website.
Which judge presided over the 30 January 2026 hearing in the DIFC Court of First Instance?
The matter was heard and determined by H.E. Justice Robert French, sitting in the Court of First Instance. This order follows a series of previous procedural steps taken by the Court, including earlier orders by Justice Sir Jeremy Cooke, to manage the complex enforcement proceedings against the First Defendant, Hazem Abdolshahid Mahmoudi Rashed, and the associated Respondents.
What were the respective positions of GTC Trading S.A. and the First Defendant regarding the enforcement of the HMR Shares?
GTC Trading S.A. argued that the Court should approve the Share Purchase Agreement dated 31 October 2025 with City Mirror SPV Holdings Limited to ensure the satisfaction of the judgment debt. The Claimant provided evidence, including witness statements from Kareem Bessisso, Nathan Thomas Stubing, and Mustafa Al Mallahi, to justify the necessity of the payment mechanism amendment.
Conversely, the First Defendant, Hazem Abdolshahid Mahmoudi Rashed, attempted to obstruct the proceedings by filing a last-minute application (ENF-022-2023/17) seeking to purge the contempt findings previously made against him by Justice Sir Jeremy Cooke in November 2023. The First Defendant sought to lift the debarring order that prevented him from making applications to the Court, effectively attempting to regain standing to challenge the ongoing enforcement actions.
What was the jurisdictional question the Court had to address regarding the HMR Shares?
The Court had to confirm its authority to continue the execution process against the HMR Shares in light of potential conflicts with the Dubai Courts. This issue was definitively resolved by the Conflict of Jurisdiction Tribunal of Dubai, which clarified the division of labor between the two judicial systems. The Court relied on this determination to proceed with the sale:
On 16 September 2024, the Conflict of Jurisdiction Tribunal of Dubai issued a decision in Application No. 1 of 2024 confirming that the DIFC Courts have jurisdiction to execute against the HMR Shares and that the Dubai Courts shall cease perusal of requests relating to the Second Defendant.
How did Justice Robert French reason that the amendment to the Order for Sale was appropriate?
Justice French exercised the Court's inherent power to manage the enforcement process to ensure the efficacy of its prior orders. By approving the Share Purchase Agreement and amending the payment instructions, the Court prioritized the practical realization of the judgment debt over the procedural objections raised by the First Defendant. The Court’s reasoning was grounded in the necessity of facilitating the sale to satisfy the outstanding debt, as the Claimant’s inability to receive funds directly would have otherwise stalled the enforcement.
The Court also addressed the costs associated with the application, ensuring that the Claimant’s expenses in securing this enforcement step were recoverable. As the Court noted:
The Defendants shall pay the Claimant the costs of this application on the standard basis to be the subject of assessment by the Registrar if not agreed.”
Which specific statutes and rules were applied by the Court in this enforcement order?
The Court exercised its powers under the Judicial Authority Law to oversee the enforcement of the Dubai judgment. While the order primarily focused on the procedural amendment of the "Order for Sale" (originally issued by Justice Sir Jeremy Cooke on 18 January 2024), the Court relied on its broad case management powers to ensure the judgment debt of AED 67,502,449.45 (as per the original Execution Letter) could be satisfied. The Court also referenced the Contempt Orders issued in November 2023, which established the debarring of the First Defendant, a critical factor in the Court's refusal to entertain the First Defendant's late-stage application.
How did the Court utilize the decision of the Conflict of Jurisdiction Tribunal in its reasoning?
The Court utilized the Conflict of Jurisdiction Tribunal’s decision to insulate the enforcement process from further challenges regarding forum shopping or jurisdictional overlap. By citing the September 2024 decision, the Court established that the DIFC Courts possess the exclusive mandate to execute against the HMR Shares. The Court emphasized this point to maintain the integrity of the enforcement proceedings:
Further, the Conflict of Jurisdiction Tribunal has already determined, by its decision dated 16 September 2024 … that the DIFC Courts have jurisdiction to pursue executory processes and decisions taken in [these] proceedings, whereas the Dubai Courts were ordered to cease their [pursuit] of requests pertaining to the Second Defendant (HMR Investment Holding Limited).
What was the final outcome and relief granted by the Court on 30 January 2026?
The Court granted the Claimant’s application in full. Specifically, the Court:
1. Amended paragraph 8(a) of the Order for Sale to permit payment to Al Khashlok International FZCO on behalf of the Claimant.
2. Formally approved the Share Purchase Agreement dated 31 October 2025 between the Claimant and City Mirror SPV Holdings Limited.
3. Ordered the First Defendant to pay the Claimant’s costs of the application, to be assessed if not agreed, with the provision that these costs may be satisfied from the proceeds of the share sale.
What are the wider implications for DIFC practitioners regarding enforcement and share sales?
This case highlights the flexibility of the DIFC Courts in managing the mechanics of enforcement, particularly when a judgment creditor faces operational hurdles such as the lack of a direct banking facility. Practitioners should note that the Court is willing to approve third-party payment nominees provided there is clear evidence of the relationship and the necessity of the arrangement. Furthermore, the case underscores the finality of decisions made by the Conflict of Jurisdiction Tribunal, which effectively prevents defendants from using parallel proceedings in the Dubai Courts to delay or frustrate DIFC enforcement actions. Litigants should anticipate that once a share sale process is initiated, the Court will prioritize the completion of the sale to satisfy the debt, even in the face of last-minute attempts by contemnors to reopen procedural issues.
Where can I read the full judgment in GTC TRADING S.A. v HAZEM ABDOLSHAHID MAHMOUDI RASHED [2026] DIFC CFI 046?
The full judgment is available on the DIFC Courts website: https://www.difccourts.ae/rules-decisions/judgments-orders/court-first-instance/cfi-0462023-enf-0222023-enf-0232022-gtc-trading-s-1-hazem-abdolshahid-mahmoudi-rashed-2-hmr-investment-holding-ltd-1-royal-view
Cases referred to in this judgment:
| Case | Citation | How used |
|---|---|---|
| GTC Trading S.A. v Hazem Abdolshahid Mahmoudi Rashed | CFI 046/2023 | Primary proceedings |
| Conflict of Jurisdiction Tribunal Application No. 1 of 2024 | 16 September 2024 | Jurisdictional authority |
Legislation referenced:
- Judicial Authority Law
- Rules of the DIFC Courts (RDC)