Sam Precious Metals FZ-LLC (2) Sami Riyad Mahmoud Abu Ahmad (3) Rosyson FZE V (1) Snyder Prime Limited (2) Phoebe Leah Tooker (3) Shakti Chauhan [2025] DIFC CFI 030 (23 January 2025)

Sam Precious Metals FZ-LLC (2) Sami Riyad Mahmoud Abu Ahmad (3) Rosyson FZE V (1) Snyder Prime Limited (2) Phoebe Leah Tooker (3) Shakti Chauhan [2025] DIFC CFI 030 (23 January 2025)

The STA constituted a substituted contract under Article 101 of the DIFC Contract Law, discharging SPL's original obligation under the MOU. SPL's breach of the STA does not revive the original obligation. The Resolution of 31 December 2020 is a valid, binding, and enforceable agreement among shareholders, not vitiated by coercion or minority oppression. Claims for damages based on the original obligation are misconceived and dismissed.

Citation
[2025] DIFC CFI 030
Parties
Claimant: Sam Precious Metals FZ-LLC; Claimant: Sami Riyad Mahmoud Abu Ahmad; Claimant: Rosyson FZE; Defendant: Snyder Prime Limited; Defendant: Phoebe Leah Tooker; Defendant: Shakti Chauhan
Jurisdiction
United Arab Emirates
Judgment Date
23 January 2025
Procedural Posture
Commercial Shareholder Dispute / Post Trial Judgment (amended)
Outcome
Claimants' claims for damages dismissed; Defendants' claims for declarations dismissed; Resolution declared valid and enforceable; mediation ordered; costs reserved.
Legal Topics
Substituted Contract, Minority Oppression, Shareholder Agreement, Dividend Entitlement, Liquidation Procedures
Contract Law Company Law Shareholder Disputes Substituted Contract Minority Oppression Shareholder Agreement Dividend Entitlement Liquidation Procedures

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Parties

Sam Precious Metals FZ-LLC

Claimant

Sami Riyad Mahmoud Abu Ahmad

Claimant

Rosyson FZE

Claimant

Snyder Prime Limited

Defendant

Phoebe Leah Tooker

Defendant

Shakti Chauhan

Defendant

Procedural Posture

Commercial Shareholder Dispute / Post Trial Judgment (amended)

Legal Issues

  1. 1 Whether SPL breached obligation to provide gold as working capital under MOU and STA
  2. 2 Whether SPM is entitled to damages for SPL's failure to provide gold
  3. 3 Effect and enforceability of the Resolution dated 31 December 2020

Ratio Decidendi

The STA constituted a substituted contract under Article 101 of the DIFC Contract Law, discharging SPL's original obligation under the MOU. SPL's breach of the STA does not revive the original obligation. The Resolution of 31 December 2020 is a valid, binding, and enforceable agreement among shareholders, not vitiated by coercion or minority oppression. Claims for damages based on the original obligation are misconceived and dismissed.

Court Disposition

Claimants' claims for damages dismissed; Defendants' claims for declarations dismissed; Resolution declared valid and enforceable; mediation ordered; costs reserved.

Orders

  • SPM's claim for damages for SPL's failure to provide gold dismissed
  • SPM's claim for damages for SPL's failure to cooperate with liquidation dismissed