Did the Claimants in CFI 111/2025 establish a sufficient risk of asset dissipation to justify a freezing order against Ornet for USD 16.376m?
The dispute arises from a Share Purchase Agreement (SPA) dated 24 May 2024, involving a complex web of restitutionary claims and proprietary interests. The Claimants—Ohene, Ocarina, and Omeri—sought a worldwide freezing order against the First Respondent, Ornet, alongside a proprietary injunction, alleging that Ornet’s actions threatened the recovery of assets valued at USD 16.376m. The core of the conflict centers on the Claimants' assertion that the SPA was frustrated, giving rise to restitutionary rights over shares held in the Second Respondent, Orrick.
The Court’s assessment of the freezing order application was grounded in the evidentiary standard required to prove a "real risk" of dissipation. Despite the high stakes, the Court found the Claimants’ evidence insufficient to warrant the draconian measure of a freezing injunction. H.E. Justice Sir Jeremy Cooke noted that the Respondents provided credible evidence regarding the projected sale of four subsidiaries, which effectively neutralized the Claimants' fears. As stated in the judgment:
I accept this evidence and that which appears in paragraphs 32–40 of Mr Ahmed’s second witness statement with the result that I cannot find that there is any risk of dissipation of assets in the projected sale of these four subsidiaries.
Which judge presided over the hearing of the DIFC Injunction Application on 13 March 2026?
The hearing, which addressed both the Claimants' application for a freezing order and Ornet’s application to set aside the existing Stop Order, was presided over by H.E. Justice Sir Jeremy Cooke in the DIFC Court of First Instance. The order was formally issued on 23 March 2026.
What specific legal arguments did Ornet advance to challenge the continuation of the Stop Order and the necessity of a proprietary injunction?
Ornet’s defense strategy focused on two fronts: challenging the necessity of the existing Stop Order and resisting the imposition of a new freezing order. Regarding the Stop Order, Ornet argued that the Claimants had failed to establish a valid proprietary claim that would justify such a restriction under the Rules of the DIFC Courts (RDC). Counsel for Ornet contended that the Claimants' underlying claim for unjust enrichment did not translate into a proprietary interest in the Orrick shares.
Specifically, the Respondents argued:
It was also contended that even if such a claim for unjust enrichment could be advanced, that did not give rise to any proprietary claim or beneficial entitlement which could fall within the wording of RDC 46.33 or could give rise to a proprietary injunction or tracing order.
However, in a strategic pivot, Ornet offered an undertaking to the Court regarding the Orrick shares, which the Court accepted as a recognition that there was "scope for argument" regarding the restitutionary claims. This undertaking allowed the Court to maintain the status quo without needing to grant the full breadth of the injunctions sought by the Claimants.
Did the DIFC Court have jurisdiction to grant interim measures while the LCIA arbitration tribunal was already constituted?
The legal question centered on the interaction between the DIFC Court’s power to grant interim relief under Article 15 of the DIFC Arbitration Law and the procedural requirements of the LCIA Rules. The Respondents challenged the Court’s jurisdiction, but the Court clarified that the constitution of an arbitration tribunal does not oust the DIFC Court’s authority to act in support of the arbitration.
The Court addressed the procedural interplay between the LCIA Tribunal and the DIFC Court, noting that the Tribunal had already clarified the necessity of judicial intervention. As the judgment confirms:
On 11 March 2026, pursuant to an application made by the Claimant on 27 February 2026 for permission to seek relief from this Court, the Tribunal issued Procedural Order No. 1 stating that such permission was not needed for an application for a freezing injunction under the terms of Article 25.3 of the LCIA Rules. In the same Order, the Tribunal rejected Ornet’s application for an anti-suit order restraining the Claimants from making such an application to this Court.
How did H.E. Justice Sir Jeremy Cooke apply the test for interim relief in the context of the ongoing arbitration?
Justice Cooke’s reasoning followed a bifurcated approach: assessing the risk of dissipation for the freezing order and evaluating the necessity of the Stop Order to preserve the subject matter of the dispute. While the Court acknowledged that the Claimants had a "good arguable case" for damages, it applied the standard test for freezing orders, which requires more than just a strong claim; it requires proof of a real risk that assets will be moved or hidden.
The Court found that the Claimants failed this test, relying heavily on the evidence provided by Mr. Ahmed regarding the corporate structure and the intended use of proceeds from the sale of the four subsidiaries. The reasoning was pragmatic, focusing on the preservation of the status quo until the Tribunal could resolve the substantive restitutionary issues. The Court’s decision to continue the Stop Order was a protective measure, not a final determination of the merits.
The Stop Order is continued until (i) such time as the Tribunal constituted in the Arbitration determines the issues arising in relation to the Claimant’s restitutionary rights and remedies in respect of shares in Orrick; and (ii) further order of the Court on an application to vary or discharge the Stop Order in accordance with paragraph 5.
Which specific DIFC Arbitration Law provisions and RDC rules were central to the Court’s determination of jurisdiction and injunctive relief?
The Court’s authority was anchored in Article 15 of the DIFC Arbitration Law, which empowers the Court to grant interim measures of protection in support of arbitration. The procedural framework for the Stop Order was governed by RDC 46.38, while the arguments regarding the proprietary nature of the claim invoked RDC 46.33. The Court also referenced RDC Part 23 regarding the liberty to apply for variations to the order.
How did the Court utilize English case law precedents, such as American Cyanamid, in its assessment of the injunction applications?
The Court utilized the principles derived from American Cyanamid to assess the balance of convenience and the merits of the Claimants' application. While the judgment does not explicitly detail a lengthy analysis of American Cyanamid, it is the foundational authority for the test applied by the DIFC Court when determining whether to grant interim injunctive relief, particularly in assessing whether damages would be an adequate remedy and whether there is a serious issue to be tried.
What was the final disposition regarding the DIFC Injunction Application and the Set Aside Application?
The Court dismissed the Claimants' application for a freezing order (DIFC Injunction Application) and dismissed Ornet’s application to set aside the Stop Order (Set Aside Application). The Stop Order was continued, effectively freezing the transfer of Orrick shares until the Arbitration Tribunal makes a final determination on the Claimants' restitutionary rights. Costs for both applications were reserved.
What are the wider implications for practitioners seeking interim measures in the DIFC while arbitration is pending?
This case reinforces that the DIFC Court acts as a supportive, rather than disruptive, partner to arbitral tribunals. Practitioners should note that while the Court is willing to exercise its jurisdiction under Article 15 of the Arbitration Law, it will not bypass the Tribunal’s role. Furthermore, the decision serves as a reminder that a freezing order is an extraordinary remedy; without concrete evidence of a real risk of dissipation, the Court will favor less intrusive measures, such as undertakings or existing stop orders, to preserve the status quo.
Where can I read the full judgment in Ohene v Ornet [2026] DIFC CFI 111?
https://www.difccourts.ae/rules-decisions/judgments-orders/court-first-instance/cfi-1112025-1-ohene-2-ocarina-3-omeri-v-1-ornet-2-orrick
https://littdb.sfo2.cdn.digitaloceanspaces.com/litt/AE/DIFC/judgments/court-first-instance/DIFC_CFI-111-2025_20260323.txt
Cases referred to in this judgment:
| Case | Citation | How used |
|---|---|---|
| American Cyanamid | N/A | Applied as the standard for interim injunctive relief. |
Legislation referenced:
- DIFC Arbitration Law, Article 15
- RDC 46.38
- RDC 46.33 (2)
- RDC Part 23