Alkhawaja v TPL Investment Management Ltd (Rev1) [2024] ADGMCFI 0009 (22 July 2024)

Alkhawaja v TPL Investment Management Ltd (Rev1) [2024] ADGMCFI 0009 (22 July 2024)

The ILA was not validly authorised by the Defendants in accordance with their articles of association, nor was there unanimous shareholder or director consent as required. The Claimant breached her fiduciary duty by failing to disclose the perpetual nature of the ILA. The ILA is void and, if not, voidable and avoided. The Claimant is not a Bad Leaver. The Claimant is entitled only to sums under her employment contract, not under the ILA.

Citation
[2024] ADGMCFI 0009
Parties
Claimant: Racha Alkhawaja; First Defendant: TPL Investment Management Ltd; Second Defendant: TPL REIT Management Company Limited
Jurisdiction
United Arab Emirates
Judgment Date
22 July 2024
Procedural Posture
Employment Claim / Judgment After Trial
Outcome
Claim partly allowed; judgment for Claimant against First Defendant for contractual sums; claim under ILA dismissed.
Legal Topics
Director Remuneration, Fiduciary Duties, Employment Contract, Company Articles of Association, Estoppel, Breach of Contract
Employment Law Company Law Director Remuneration Fiduciary Duties Employment Contract Company Articles of Association Estoppel Breach of Contract

Case Brief

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Parties

Racha Alkhawaja

Claimant

TPL Investment Management Ltd

First Defendant

TPL REIT Management Company Limited

Second Defendant

Procedural Posture

Employment Claim / Judgment After Trial

Legal Issues

  1. 1 Whether the Incentive Letter Agreement (ILA) is valid and enforceable against the Defendants
  2. 2 Whether the Claimant was a 'Bad Leaver' under the ILA
  3. 3 Whether the Claimant is entitled to sums under her employment contract

Ratio Decidendi

The ILA was not validly authorised by the Defendants in accordance with their articles of association, nor was there unanimous shareholder or director consent as required. The Claimant breached her fiduciary duty by failing to disclose the perpetual nature of the ILA. The ILA is void and, if not, voidable and avoided. The Claimant is not a Bad Leaver. The Claimant is entitled only to sums under her employment contract, not under the ILA.

Court Disposition

Claim partly allowed; judgment for Claimant against First Defendant for contractual sums; claim under ILA dismissed.

Orders

  • Judgment entered against First Defendant for USD 150,027.39.
  • First Defendant to pay Claimant compensation under Article 3(2) of the ADGM Employment Regulations 2019 (Compensation Awards and Limits) Rules 2019 at 5% per annum on the judgment sum from 15 October 2023 to date (USD 5,775.03).