Marwan Mahmoud Khadour v (1) Yousef Salah Hawash (2) Alphaseed Technology Limited (3) DIFC Registrar Of Companies [2023] DIFC CFI 026 (20 June 2023)

Marwan Mahmoud Khadour v (1) Yousef Salah Hawash (2) Alphaseed Technology Limited (3) DIFC Registrar Of Companies [2023] DIFC CFI 026 (20 June 2023)

The Claimant validly resigned as director of Alphaseed Technology Limited with effect from 14 October 2021 by giving notice, and the First Defendant was validly appointed as director with effect from 7 January 2022 by shareholder resolution. The Court has jurisdiction to make declarations as to the constitution of a DIFC company but not to specifically enforce the Share Sale Agreement.

Citation
[2023] DIFC CFI 026
Parties
Claimant: Marwan Mahmoud Khadour; First Defendant: Yousef Salah Hawash; Second Defendant: Alphaseed Technology Limited; Third Defendant: DIFC Registrar Of Companies
Jurisdiction
United Arab Emirates
Judgment Date
20 June 2023
Procedural Posture
Civil Company Law / Declaratory Relief / Judgment After Trial
Outcome
Claim allowed in part; declaratory relief granted; costs awarded to Claimant.
Legal Topics
Director Resignation and Appointment, Shareholder Resolutions, Jurisdiction of DIFC Courts, Declaratory Relief
Company Law Corporate Governance Director Resignation and Appointment Shareholder Resolutions Jurisdiction of DIFC Courts Declaratory Relief

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Parties

Marwan Mahmoud Khadour

Claimant

Yousef Salah Hawash

First Defendant

Alphaseed Technology Limited

Second Defendant

DIFC Registrar Of Companies

Third Defendant

Procedural Posture

Civil Company Law / Declaratory Relief / Judgment After Trial

Legal Issues

  1. 1 Whether the Claimant validly resigned as director of Alphaseed Technology Limited
  2. 2 Whether the First Defendant was validly appointed as director of Alphaseed Technology Limited
  3. 3 Whether the DIFC Court has jurisdiction to order specific performance of the Share Sale Agreement

Ratio Decidendi

The Claimant validly resigned as director of Alphaseed Technology Limited with effect from 14 October 2021 by giving notice, and the First Defendant was validly appointed as director with effect from 7 January 2022 by shareholder resolution. The Court has jurisdiction to make declarations as to the constitution of a DIFC company but not to specifically enforce the Share Sale Agreement.

Court Disposition

Claim allowed in part; declaratory relief granted; costs awarded to Claimant.

Orders

  • Declaration that the First Defendant is a director of the Second Defendant.
  • Declaration that the Claimant is no longer a director of the Second Defendant.