TED JACOB ENGINEERING GROUP INC AGAINST (FIRST) ALEXANDER PETER MORRISON AND (SECOND) DECLAN THOMPSON [2018] ScotCS CSOH_51 (22 May 2018)

TED JACOB ENGINEERING GROUP INC AGAINST (FIRST) ALEXANDER PETER MORRISON AND (SECOND) DECLAN THOMPSON [2018] ScotCS CSOH_51 (22 May 2018)

The court prefers the pursuer’s expert evidence that clause 10.3 of the SPA created an agency relationship under UAE law, imposing depositary obligations on RMJM. The defenders, as directors, are personally liable for RMJM’s breach and fraudulent appropriation of funds. UAE company law applies to RMJM as a foreign branch, imposing personal liability on directors. The pursuer’s claim is not time-barred under UAE law.

Citation
[2018] ScotCS CSOH_51
Parties
Pursuer: TED JACOB ENGINEERING GROUP INC; Defender: ALEXANDER PETER MORRISON; Defender: DECLAN THOMPSON
Jurisdiction
Scotland
Judgment Date
22 May 2018
Procedural Posture
Commercial Court Preliminary Proof / Preliminary Proof Before Answer
Outcome
Further enquiry required; preliminary proof establishes pursuer’s claim is sound under UAE law and not time-barred.
Legal Topics
Applicable Law (uae Law), Agency Relationship, Personal Liability of Directors, Fraud, Prescription/limitation Periods
Private International Law Contract Law Company Law Tort Law Applicable Law (uae Law) Agency Relationship Personal Liability of Directors Fraud +1 more

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Parties

TED JACOB ENGINEERING GROUP INC

Pursuer

ALEXANDER PETER MORRISON

Defender

DECLAN THOMPSON

Defender

Procedural Posture

Commercial Court Preliminary Proof / Preliminary Proof Before Answer

Legal Issues

  1. 1 Whether clause 10.3 of the SPA created an agency relationship under UAE law
  2. 2 Whether the defenders are personally liable for RMJM’s wrongful acts under UAE law
  3. 3 Whether UAE company law applies to RMJM and its directors

Ratio Decidendi

The court prefers the pursuer’s expert evidence that clause 10.3 of the SPA created an agency relationship under UAE law, imposing depositary obligations on RMJM. The defenders, as directors, are personally liable for RMJM’s breach and fraudulent appropriation of funds. UAE company law applies to RMJM as a foreign branch, imposing personal liability on directors. The pursuer’s claim is not time-barred under UAE law.

Court Disposition

Further enquiry required; preliminary proof establishes pursuer’s claim is sound under UAE law and not time-barred.

Orders

  • Objections to cross-examination mostly repelled; one objection regarding agency construction upheld.
  • Further factual enquiry ordered regarding disputed issues.