Federal Properties Ltd - Sole Proprietorship LLC v Ibrahim [2025] ADGMCFI 0013 (04 July 2025)

Federal Properties Ltd - Sole Proprietorship LLC v Ibrahim [2025] ADGMCFI 0013 (04 July 2025)

Federal Properties Limited, as registered proprietor, is bound by an equitable obligation under s.24(f) of the ADGM Real Property Regulations 2024 to restore title to the defendants/counterclaimants, as it acquired the units with actual knowledge (attributable from its 100% shareholder at the time of acquisition) that the units had previously been sold to the defendants/counterclaimants or their predecessors. Federal holds the units as constructive trustee and must rectify the register accordingly.

Citation
[2025] ADGMCFI 0013
Parties
Claimant/counterdefendant: Federal Properties Limited - Sole Proprietorship LLC (also known as Federal Properties Limited); Defendant/first Counterclaimant: Rawafid H Jazairi Ibrahim; Second Counterclaimant: Ausama Ahmed Ibrahim; Second Counterdefendant: Department of Municipalities and Transport - Abu Dhabi (DMT); Defendant/counterclaimant: Amir Sadik Ali Al Samarraie; Defendant/counterclaimant: Zaid Auisama Ibrahim
Jurisdiction
United Arab Emirates
Judgment Date
04 July 2025
Procedural Posture
Civil/commercial (real Property) / First Instance Judgment
Outcome
Counterclaims succeed; Federal's claims for possession and damages dismissed.
Legal Topics
Indefeasibility of Title, Equitable Obligations, Constructive Trusts, Land Registration, Attribution of Knowledge to Companies
Property Law Equity Trusts Company Law Indefeasibility of Title Equitable Obligations Constructive Trusts Land Registration +1 more

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Parties

Federal Properties Limited - Sole Proprietorship LLC (also known as Federal Properties Limited)

Claimant/counterdefendant

Rawafid H Jazairi Ibrahim

Defendant/first Counterclaimant

Ausama Ahmed Ibrahim

Second Counterclaimant

Department of Municipalities and Transport - Abu Dhabi (DMT)

Second Counterdefendant

Amir Sadik Ali Al Samarraie

Defendant/counterclaimant

Zaid Auisama Ibrahim

Defendant/counterclaimant

Procedural Posture

Civil/commercial (real Property) / First Instance Judgment

Legal Issues

  1. 1 Whether Federal Properties Limited holds indefeasible title to the disputed units under the ADGM Real Property Regulations 2024
  2. 2 Whether an equitable obligation under s.24(f) of the Real Property Regulations binds Federal to restore title to the defendants/counterclaimants
  3. 3 Whether the defendants/counterclaimants have established prior equitable interests in the units

Ratio Decidendi

Federal Properties Limited, as registered proprietor, is bound by an equitable obligation under s.24(f) of the ADGM Real Property Regulations 2024 to restore title to the defendants/counterclaimants, as it acquired the units with actual knowledge (attributable from its 100% shareholder at the time of acquisition) that the units had previously been sold to the defendants/counterclaimants or their predecessors. Federal holds the units as constructive trustee and must rectify the register accordingly.

Court Disposition

Counterclaims succeed; Federal's claims for possession and damages dismissed.

Orders

  • Federal Properties Limited is ordered to take all necessary steps to transfer title to Units 2701, 1307, 1315, and 914 to the respective defendants/counterclaimants.
  • The ADGM real property register is to be rectified to reflect the defendants/counterclaimants as owners of the respective units.