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Faysal Mohamad Awad v. 3AM Property Investment Company LLC & Anor. [2025]

In the name of His Highness Sheikh Mohamed bin Zayed Al Nahyan

FAYSAL MOHAMAD AWAD

Claimant and

3AM PROPERTY INVESTMENT COMPANY LLC

First Defendant

ADEL ABDULHAMEED IBRAHIM ABDULLA ALHOSANI

Second Defendant

JUDGMENT OF JUSTICE SIR ANDREW SMITH

14 July 2025 08:17 PM

Neutral Citation:[2025]ADGMCFI 0014
Before:Justice Sir Andrew Smith
Decision Date:9 July 2025
Decision:1. The Claimant shall file and serve, includinguponADCBbyemailto its Solicitors, Holman Fenwick Willan LLP, a draft power of attorney with a certified English translation by 5.00 pm on 16 July 2025. 2. The Applications are adjourned generally.
Hearing Date:9 July 2025
Date of Order:9 July 2025
Catchwords:Order for the execution of a power of attorney. Application for the appointment of a receiver.
Legislation and Other Authorities Cited:ADGMCourt Procedure Rules 2016, rr. 238(2), 240 and 243. Practice Direction 10 (Enforcement), paragraphs 10.27 and 10.28.
Cases Cited:Faysal Mohamad Awad v 3AMProperty Investment Company LLC& Anor [2025]ADGMCFI 0003 Choudhri v Palta &Ors [1992]BCC787 Jaber v Science &Information Technology Limited [1992] BCLC 764
Case Number:ADGMCFI-2024-045
Parties and Representation:Dr MohammedHaitham Salman of Middle East Alliance Legal Consultancy LLC for the Claimant. MsFatima Salem Al-Ameri of Fatima Salem Al-Ameri Advocates and Legal Consultants for the Defendants. Mr Edward Gilmore, instructed by Holman Fenwick Willan LLP, for Abu Dhabi Commercial Bank PJSC.

JUDGMENT

  1. This is my judgment on applications made by the Claimant, Mr Faysal Mohamad Awad, dated 24 June 2025 (the ' June Application ') and dated 7 July 2025 (the ' July Application '). In order to explain my decision, I shall set out the procedural background at some length.
  2. Following a trial on 20, 21 and 22 January 2025, I issued a judgment in these proceedings on 7 March 2025, [2025] ADGMCFI 0003 (the ' Judgment '). I shall not repeat what I said in the Judgment about the underlying issues between the parties, and I adopt the same abbreviated and defined terms as I used before.
  3. At paragraph 204 of the Judgment, I summarised my main conclusions as follows:

' a. the LIC is a binding and enforceable contract;

b. upon the true construction of the LIC, Mr Awad did not acquire in rem rights to the Land or Leaf Tower;

  • c. Mr Awad has contributed towards the Project more than 3AM, and under the terms of the LIC he is therefore entitled to be reimbursed AED 167,057,638.60. However, his entitlement to be reimbursed has not yet accrued due;
  • d. 3AM has breached its contractual obligations by assuming control of the Project and excluding Mr Awad from its management, in the way that I have described;
  • e. I reject the claims against Mr Alhosani; and
  • f. I reject the limitation defence '.
  1. I said at paragraph 205 that I should ' invite further submissions at a future hearing about what relief I should order to give effect to this Judgment, including whether I should appoint a receiver of the Project and if so on what terms '. I also said that, because of its interest as mortgagees of Leaf Tower, I should invite the observations of Abu Dhabi Commercial Bank PJSC (' ADCB ') about this.
  2. Accordingly, on 6 May 2025, I conducted a hearing (the ' May Hearing ') to consider these and other matters consequential on the Judgment. It was attended by representatives of ADCB as well as representatives of the parties.
  3. In written submissions dated 2 May 2025, which were filed and served before the May Hearing, Mr Awad sought inter alia the following relief, which, it was said, was designed to ' implement all provisions of the LIC ', in accordance with my determination that it is a binding and enforceable contract:
  • a. an order that the Defendants ' issue a Power of Attorney in favour of [Mr Awad], in the form and with the authority contemplated under the LIC. Such authority shall include, without limitation, [Mr Awad's] right to manage the administrative and financial affairs of the Project, represent [3AM] before all governmental authorities and financial institutions, exercise authority to sell or lease any part of the Project in accordance with the agreed policy between the partners, and conclude all necessary agreements related to maintenance, insurance, employment, and any other matters reasonably required for the proper management of the Project, as expressly provided in the terms of the LIC ';
  • b. an order that the Defendants ' open a joint bank account in the names of [3AM and Mr Awad] , at a financial institution to be mutually agreed by the parties, from which all financial transactions relating to the Project shall be administered' ; and
  • c. an order that 3AM should ' consent to [Mr Awad] initiating, without delay, the process of selling the Leaf Tower Project at prevailing market prices, subject to a minimum reserve price sufficient to cover (i) the outstanding bank financing and (ii) the amount adjudicated as due to [Mr Awad] by way of reimbursement '.
  1. Other relief that Mr Awad sought was by way of:

  • a. an order directing 'the ADGM Land Register to formally register the LIC in the official register of title '; and

  • b. an order ' directing the Defendants to deliver to [Mr Awad] all documents, records, and information relevant to the ongoing management and financial administration of the Project ', specifying certain agreements and other documents that should be included.

  1. As for the appointment of a receiver, Mr Awad sought ' an order for the appointment of a receiver … to oversee the enforcement and implementation of [Mr Awad's] rights under the LIC '.

  2. Leaving aside the request for an order against the ADGM Land Register (to which I shall return), the relief sought by Mr Awad against the Defendants can therefore conveniently be seen as falling into three categories: (i) applications for various mandatory orders against the Defendants; (ii) an application for the disclosure of documents and other information; and (iii) a request for the appointment of a receiver.

  3. Before going further with the procedural history, it is convenient to identify the key provisions of the LIC said by Mr Awad to justify the mandatory orders. Clause 6 states the obligations and responsibilities of 3AM, and, importantly, they include an obligation (at Clause 6(2)) to '[i] ssue a power of attorney duly authenticated by the competent authorities and re-issue of it when it expires for any reason that includes all authorities and powers that enable [Mr Awad] to carry out the works and procedures or represent [3AM] to the banks in everything related to the property - the subject matter of this Contract - which enables [Mr Awad] to financially manage the Project within the limits and details agreed upon by both parties, and [3AM] shall be obliged not to cancel the power of attorney during the term of this Contract ' .

  4. I observe that Clause 4 of the LIC, which is headed ' Annexes ', provides that 3AM and Mr Awad agreed that certain documents be attached to the LIC and considered to be ' an integral part of this Contract ', and they included '[t] he power of attorney issued by [3AM] to [Mr Awad] to enable [Mr Awad] to carry out the works and procedures related to this Contract '. No party has made any reference to any attachment to the LIC of this kind and no party has put it in evidence. I can only suppose that either there was no attachment to the LIC of this kind, or no party considers it relevant.

  5. Clause 7 of the LIC sets out Mr Awad's obligations and responsibilities, and states that he is obliged ( inter alia ) to: '[r] epresent [3AM] at the banks in everything pertaining to the property - the subject matter of this Contract- according to the power of attorney given to [Mr Awad]' (Clause 7(6)); and '[m] anage, invest, utilize, lease or sell the premises or parts thereof within the policy agreed upon by the two parties, which was executed in accordance with the provisions of this Contract during the term of the Contract, whether by [himself and/or through others]' (Clause 7(7) and see para. 49 of the Judgment).

  6. For completeness, I should refer to Clause 12 of the LIC, which is headed ' Sale of the Investment Project '. Clause 12(1) says that the parties shall be ' entitled to agree to sell the Investment Project during the validity period of the provisions of this Contract, including the land on which the project is constructed '. Clause 12(3) provides that: ' Both parties agree to pay all financial liabilities resulting from Investment Project from the value of the sale before the distribution of the proceeds arising therefrom to the two parties '.

  7. The Defendants did not make written submissions before the May Hearing, but Mr Tony Beswetherick KC was instructed by ADCB to represent it and he made useful written and oral submissions. ADCB also provided a witness statement by Mr Ahmad Maher Al Hakim, the Executive Head of the Strategic Clients Group at ADCB.

  8. Mr Al Hakim said that ADCB has provided loan finance to 3AM to construct Leaf Tower, and, as at 30 April 2025, the indebtedness amounted to AED 1,847,883.926. It is secured by a first mortgage dated 5 July 2020 that is registered against the Leaf Tower, which secures 3AM's liabilities to ADCB to a value of AED 1,446,000,000, together with guarantees and an assignment of receivables. However, according to a valuation of the Leaf Tower that ADCB obtained, as at 3 February 2025 its value was only something between AED 1,192,541,325 and AED 1,296,380,000. (Although frequent reference has been made to the mortgage in the course of the proceedings, the mortgage document itself has never been put in evidence, and I do not know its precise terms.)

  9. Mr Al Hakim also referred in his witness statement to a proposal that Mr Alhosani had submitted to ADCB for the sale of certain units in Leaf Tower. He pointed out that this would require the units to be registered separately by the ADGM Land Registrar, and this could be done only with the consent of ADCB. He expected that ADCB's consent would be conditional on it receiving the sale proceeds.

  10. Mr Beswetherick referred to provisions of the ADGM Court Procedure Rules 2016 (the ' CPR ') and Practice Direction 10 (Enforcement) (' PD 10 ') that deal with the appointment of a receiver. The CPR provide at r.243 that a receiver may only charge for his services if the Court so directs and specifies the basis on which he is to be remunerated (which may be that the amount of his remuneration is to be determined by the Court). At CPR r.240, they provide that the Court may direct that the receiver should provide security to cover any liability for his acts and omissions.

  11. CPR r.238(2) provides that an application for the appointment of a receiver must be made in accordance with the relevant practice direction, PD 10. PD 10.27 requires an application for the appointment of a receiver to be supported by a witness statement explaining the reasons why the appointment is required, and if the applicant asks that there be no security, why that is ' necessary '. It should also ' normally ' identify an individual whom the Court is asked to appoint (PD 10.28). Further, importantly, the witness statement must give ' details of the property which it is proposed that the receiver should get in or manage, including estimates of: (i) the value of the property; and (ii) the amount of income it is likely to produce' PD 10.27.

  12. Mr Awad had not provided a witness statement in support of his submission that a receiver be appointed. Nor did his submissions deal with the points that PD 10 requires a witness statement to cover. Perhaps most importantly, he did not identify with precision over what a receiver might be appointed. Mr Beswetherick suggested that what Mr Awad seemed to have in mind was an appointment of a receiver ' over 3AM with powers to deal with the Land (i.e. a receiver who would displace 3AM's current management in relation to the Land) as an alternative to the provision to him of a power of attorney over 3AM '. Such an appointment might, indeed, in some circumstances be appropriate, but as I shall explain, it does not appear to be what Mr Awad had in mind.

  13. At the May Hearing, ADCB contended that it would not be appropriate to appoint a receiver. It pointed to practical, legal and commercial objections to doing so. In practical terms, it submitted that the Court has no power to order that a charge to secure a receiver's remuneration and costs should rank above ADCB's prior mortgage. This is certainly correct: see Choudhri v Palta & Ors [1992] BCC 787, 789B. Further, Mr Awad had not offered to pay the costs and expenses himself or made any other proposal for covering them. In these circumstances, as ADCB argued, it was unlikely that anyone would take the appointment.

  14. ADCB further submitted that the appointment of a receiver was unlikely to bring financial benefits on ADCB's valuation, and it was unlikely that there would be any surplus sales proceeds for distribution to 3AM and Mr Awad after ADCB has recouped 3AM's liabilities. Moreover, the appointment of a receiver would likely depress the realisable value of the Leaf Tower: Mr

Beswetherick cited such observations as that of Ferris J in Jaber v Science & Information Technology Limited [1992] BCLC 764 where a receiver was refused on the ground that ' receivership carries a slur and a damage in the market place to anybody seeking to sell assets …'.

  1. After the May Hearing, by an Order dated 7 May 2025, I made various declarations encapsulating conclusions that I had reached in the Judgment. I adjourned to a further hearing of the claims for injunctive relief, specific performance and the appointment of a receiver. I explained in my ruling that I did so because these claims involved ' questions of a commercial as well as a legal nature '. I said that the parties and ADCB ' should have the opportunity to consider and discuss the position, and it might be that they can find some common ground . I hope that, to this end, [Mr Awad] might share with others his proposals about how the property mortgaged to ADCB might best be marketed, and that ADCB might be able to share with [Mr Awad] and the Defendants at least some of the information that [Mr Awad] seeks. On the face of it, it is in the interest of all concerned that the property realise the best price(s) available' .
  2. In my ruling, I also said that if, on an adjourned hearing, Mr Awad sought the appointment of a receiver, he should make a formal application supported by a witness statement and otherwise comply with the CPR and PD 10, putting forward proposals about the payment for a receiver's services and security; and that, if he seeks injunctive relief or an order for specific performance, he should provide a draft order stating the terms of the relief sought.
  3. The background to my decision to adjourn the requests for injunctive relief or orders for specific performance and the appointment of a receiver was this. Dr Mohammed Haitham Salman of Middle East Alliance Legal Consultancy LLC (' MEALC '), representing Mr Awad, contended that the value of the Leaf Tower property was over AED 2.1 billion, well above the valuation given in evidence by ADCB, and he explained the thinking behind Mr Awad's proposals. Mr Beswetherick, having stated ADCB's position, suggested that the parties might liaise with each other, and that the parties should formulate their proposals. He expressed the view that ' it ought to be possible for [the situation] to be resolved' and that ADCB was 'very keen to assist in that regard '. Dr Salman responded that Mr Awad would formulate his marketing proposals, but indicated that he did not have the information that he required to do so. Ms Fatima Salem Al-Ameri of Fatima Salem Al-Ameri Advocates and Legal Consultants (' FA Law Firm '), who represented the Defendants, agreed that her clients would similarly put forward any proposals that they might have, but she indicated that generally they were content to leave it to ADCB to act as it saw best. There therefore appeared to be a consensus on the way forward.
  4. By a letter dated 14 May 2025 addressed to the FA Law Firm, the Defendants' legal representatives, and to ADCD's legal representatives, Holman Fenwick Willan LLP (' HFW '), MEALC set out Mr Awad's proposals. With regard to the suggestion that a receiver might be appointed, it explained that Mr Awad did not ' seek the receiver to assume control of the operational or sales function of the Leaf Tower … Rather, [his] intention is for the receiver to serve in a supervisory capacity, with the sole purpose of ensuring: (i) Compliance by the Defendants with their contractual obligations under the [LIC] ; (ii) Enforcement of the Court's existing orders; and (iii) Protection of ADCB's security interest and associated rights '. While stating his position was that he was ' best positioned to lead the ongoing Project ', Mr Awad confirmed that he was willing to enter into good faith discussions with 3AM and ADCB ' with a view to establishing a practical and commercially viable arrangement that addresses the interests of all stakeholders '. Having put forward initial views about the prices that might be commanded for the Project, Mr Awad sought further information and documentation from the Defendants and ADCB in order to prepare ' a comprehensive sales strategy and financial forecast ': he requested inter alia documentation relating to ADCB's facility to 3AM and a copy of the sales proposal of Mr Alhosani, to which Mr Al Hakim had referred.

14 July 2025 08:17 PM

  1. By a letter dated 3 June 2025, HFW responded that it had ' requested certain documents and information from 3AM ' and invited Mr Awad to provide details of what information Mr Awad required and why it was required, so that ADCB might consider the request. They proposed that thereafter there be a meeting between Mr Awad, the Defendants and ADCB ' to finalise a sales and distribution plan for the units in the [Leaf] Tower '.

  2. However, regrettably matters did not so progress. Although all the parties had indicated at the May Hearing that they agreed that there should be exchanges with a view to resolving their differences, nevertheless, according to Mr Awad and as was not convincingly refuted, the Defendants did not respond constructively or meaningfully to the letter of 14 May 2025 nor, as I infer, the letter of 3 June 2025. In a witness statement of 4 July 2025, Ms Al-Ameri referred to criticisms of the Defendants made by Mr Awad under the heading ' Alleged Non-Cooperation ' in these terms: '[Mr Awad's] allegations of non-cooperation are inaccurate and misleading. The Defendant's [sic] legal representative acted in good faith at all times, and emails exchanged between the parties - including those copied to the Court's representatives - confirm that clarifications were sought in a transparent and professional manner. [Mr Awad] , in fact, failed to cooperate or respond substantively '. She did not give any real details either of the exchanges that she claims were conducted in good faith (and I understand that the only emails to the Court were about fixing hearing dates). She referred her clients requested information, but did not explain or exemplify what information.

  3. On 24 June 2025, in view of the lack of progress, Mr Awad filed and served the June Application, supported by a witness statement. In the June Application, he seeks relief against 3AM broadly in line with his submissions of 2 May 2025, including an order that 3AM ' provide its consent to [Mr Awad] initiating, without further delay, the sale process in respect of the Project, at prevailing market prices, subject to a minimum reserve price that shall be sufficient to satisfy: (i) the outstanding obligations under the bank financing; and (ii) the amount adjudicated by [the Court] as due and payable to [Mr Awad] by way of reimbursement '. In support of this, the June Application states that further delay might result in ' the loss of current favourable real estate market conditions '. It also seeks an order that ADCB produce certain documentation and information.

  4. By an Order of 1 July 2025, I directed that the June Application be heard on 9 July 2025. By a letter of 1 July 2025, HFW wrote to the Court, and said that ADCB had corresponded with 3AM, its customer, ' in respect of obtaining his [sic] consent to share the information requested by [Mr Awad] and attending a proposed tripartite meeting with a view to having the opportunity to consider, discuss and find some common grounds '. However, 3AM had requested ADCB to suspend its involvement in engagement with Mr Awad, and ADCB would do as 3AM requested in view of its commercial relationship with 3AM, its obligation to maintain privacy in accordance with the ' rules of the UAE Central Bank ', and its ' confidentiality obligations to [3AM] under the underlying agreements relating to Leaf Tower '. ADCB therefore did not, HFW said, intend to participate in the hearing of the June Application, but asked that it might have representatives attend the hearing (as, of course, it was entitled to do).

  5. At the May Hearing, 3AM had given no indication that it would, or might, object to ADCB engaging with Mr Awad or that it would obstruct efforts to find common ground. On the contrary, it had indicated that it shared the views of others that progress might be made through such engagement. However, the Defendants do not dispute that HFW's letter fairly presents 3AM's instructions to ADCB: they put in evidence a witness statement of Ms Al-Ameri dated 4 July 2025 that did not take issue with it. While ADCB's unwillingness to engage with Mr Awad clearly disappoints, I accept that it was put in a difficult position by the stance taken by 3AM, and I reject Mr Awad's suggestion that it or its representatives are to be criticised for this.

  6. I have referred to Ms Al-Ameri's witness statement of 4 July 2025 filed and served in response to the June Application. For reasons that she sets out, and to which I shall refer later, she contended that the June Application should be refused because it is ' procedurally inadmissible ', '[t] he issues raised have already been conclusively decided ' in the Judgment, and it seeks to reopen or to modify findings made in it.

  7. In reviewing the procedural history, it remains to explain the July Application. It is for the appointment of a receiver, and it appears, at least in part, designed to satisfy the requirements of the CPR and PD 10, which Mr Beswetherick had identified at the May Hearing but with which the June Application did not comply. The July Application specifies duties that should be vested in a receiver, but Mr Awad contends that the receiver should act in what he calls a ' supervisory ' rather than a ' managerial ' capacity: he ' does not seek for the receiver to assume operational control or to manage the sales functions of the Leaf Tower Project … . Rather, the receiver is intended to serve strictly in a supervisory capacity, with the limited and specific objectives of: a. Ensuring enforcement of this Honourable Court's existing orders; b. Securing the Defendants' compliance with their contractual obligations under the LIC … ; c. Safeguarding the security interests and associated rights of [ADCB] ; d. Facilitating communication and coordination between the Claimant and the First Defendant in relation to decisions that require mutual consent under the LIC; and e. For the avoidance of doubt, the receiver shall not be vested with control over the Project's assets, nor shall he be involved in the day-to-day sales operations '.

  8. On this basis, Mr Awad submitted that the remuneration of the receiver should be AED 360,000 (payable in equal monthly instalments from the Project proceeds). In a witness statement dated 4 July 2025 in support of the July Application, Mr Awad said that, given that the proposed role of a receiver is limited and supervisory, rather than managerial, in nature, he should be permitted to act without providing security. He did not identify a proposed receiver, but he said that this should be done when the Court made an order for the appointment of a receiver and defined his role.

  9. At the hearing on 9 July 2025, Dr Salman again represented Mr Awad and Ms Al-Ameri represented the Defendants. Mr Edward Gilmore represented ADCB, and notwithstanding previous indications by HFW, he asked to make submissions, which I permitted.

  10. As this matter has developed, therefore, the salient considerations that govern my decision about Mr Awad's applications and about what further relief I should order to give effect to the Judgment are these:

  • a. The LIC between Mr Awad and 3AM contemplated that Mr Awad should manage, lease and sell the Leaf Tower property, and should deal with the bank(s) involved in the Project, ADCB;

  • b. 3AM was, under the terms of the LIC, to provide Mr Awad with a power of attorney to act on its behalf so as to enable him to fulfil those responsibilities;

  • c. The parties to the LIC contemplated that sales of property at Leaf Tower would have started long before now, but there have been no sales;

  • d. Mr Awad states, and it has not been disputed, that the current market is ' favourable ' for realising units at Leaf Tower, and that there is a risk that delay will prevent the parties from taking advantage of it;

  • e. Mr Awad has a real and legitimate interest in sales starting because, when they do, his entitlement to be reimbursed AED 167,057,638.60 by 3AM will accrue; and

  • f. The Leaf Tower property is mortgaged to ADCB as security for 3AM's liabilities to a value of AED 1,446,000,000.

  1. The parties, including ADCB, are not in agreement about the value of the Leaf Tower property, and it is not clear from the evidence whether its value falls short of the limit of AED 1,446,000,000 or exceeds it. For his part, Mr Awad considers that its value far exceeds the mortgage limit, and 3AM's indebtedness to ADCB, if it is properly marketed. However, he is not able fully to develop his proposals about marketing property at Leaf Tower without further information, including (by way of example only): the facility agreement between 3AM and ADCB, apparently dated 8 June 2020, and any amendments of it; statements of 3AM's loan account at ADCB; a copy of the Defendants' sales proposal that Mr Al Hakim says was submitted to ADCB (or any later version of it); and a copy of an agreement made by 3AM with Oscar Real Estate Limited.
  2. Although I have not seen the terms of the mortgage, it is overwhelmingly likely, and was not disputed, that the property at Leaf Tower, and units in it, could only be sold subject to ADCB's mortgage, unless ADCB agrees to release or modify its security. Presumably, any agreement would have to include arrangements about how the sale proceeds should be distributed.
  3. Initially ADCB presented itself - and I do not doubt that it sincerely presented itself - as willing to engage with Mr Awad in order to develop proposals for marketing the Leaf Tower property. It was constrained from doing so by instructions from 3AM and perceived obligations resulting therefrom. There is no reason to think that, if freed from those perceived obligations, it will not again be willing to engage with Mr Awad.
  4. On the other hand, 3AM, having initially presented itself as being of like mind with ADCB about cooperating in marketing the property, has sought to exclude Mr Awad from managing the property and plans for leasing and selling units (contrary to the LIC). It has not explained why it has done so, but its conduct inevitably raises the suspicion that it intends to prevent sales commencing and its obligation to reimburse Mr Awad accruing due.
  5. Against this background, I have concluded that it is now just and convenient to order 3AM to execute a power of attorney to give Mr Awad powers of the kind contemplated in Clause 6(2) of the LIC. Damages would not be an adequate or appropriate remedy for 3AM's breach of Clause 6(2). In the Judgment I expressed doubt about making an order for a power of attorney: see para. 188. At that time, it appeared to me that it would serve no useful purpose, especially if a receiver were appointed. However, circumstances have changed. As I shall explain, I shall not, as things stand, grant Mr Awad's request for the appointment of a receiver. A power of attorney duly appointing Mr Awad as 3AM's representative should alleviate ADCB's difficulties in engaging with him that it identified in the letter of 1 July 2015, and it is necessary if he is to carry out his responsibilities and fulfil his role under the LIC. I am driven to conclude that otherwise 3AM will not respect the LIC, but, notwithstanding the conclusions in the Judgment, will seek to prevent Mr Awad from having any part in managing the property and from leasing or selling the units.
  6. None of the arguments presented by Ms Al-Ameri provide any cogent reason for refusing this part of the June Application. First, she argued that Mr Awad is seeking to ' re-agitate ' matters determined in the Judgment, and that this is ' procedurally improper and without merit '. This argument, as it appears to me, can only properly be directed to Mr Awad's request that the ADGM Land Registrar register the LIC, and I accept it to that extent. (She referred in her submissions to my conclusion at

paras. 127 to 132 of the Judgment that Clause 5(4) of the LIC is a deeming provision and does not provide for Mr Awad to have a joint interest in the Land or a right to have it registered in his name.) It does not apply to the application for a power of attorney: I reserved that question for further submissions. Ms Al-Ameri submitted that ' logically, [Mr Awad] cannot be granted a power of attorney to manage property in which he has no ownership interest '. I do not agree: that is exactly what the LIC contemplated. She also contended that Mr Awad seeks ' recalculation of financial interest and additional compen sation'. I do not understand this argument, but it does not appear to relate to the request for a power of attorney.

  1. Next, Ms Al-Ameri contended that the June Application seeks to 'amend or 'strengthen' the earlier judgment ' by directing the ' distribution of funds ' whereas, under the terms of the LIC, ' no returns are payable until all project obligations are discharged '. I take this to be a reference to Clause 12(3) of the LIC. In the June Application, Mr Awad does not seek any relief contrary to Clause 12(3): he seeks an order ' directing that the reimbursement of the amount adjudicated in his favour - namely, AED 167,057,638.60 - shall commence upon receipt of the first available net proceeds arising from the sale of the Leaf Tower units, following the deduction of the proportionate share of each sale allocated towards the repayment of the outstanding bank financing '. 3AM's obligation to reimburse this sum is not governed by the terms of the LIC: it arises from the arrangement that 3AM would reimburse Mr Awad upon ' the commencement of the Project's unit sales ' for the excess payments he made to the Project: see para. 178 of the Judgment.
  2. Finally, Ms Al-Ameri argued that the ' project remains under the control of the financing bank, and no partner is entitled to returns until its obligations are met ' and the ' Court's suspension of distributions is consistent with the agreement and statutory principles '. I recognise, of course, ADCB's mortgage over Leaf Tower, but there is no evidence and I do not have information about how far ADCB is exercising control over the ' project '. I do not understand Ms Al-Ameri's argument that the Court has directed ' suspension of distributions ', but it does not appear to relate to the application for a power of attorney, or to be a reason to refuse it.
  3. I therefore deal with Mr Awad's other requests for relief on the basis that I shall make an order against 3AM to provide him with a power of attorney to act in its name and on its behalf. In these circumstances, Dr Salman told me, he does not pursue his application for information or disclosure of documents. If the power of attorney is provided and respected, Mr Awad can use it to obtain the information that he requires.
  4. What of the application for a receiver? Mr Awad sought the appointment of a supervising receiver with disparate responsibilities, such as ' to ensure the full cooperation of the Defendants in giving effect to [Mr Awad's] rights as stipulated under the LIC, the Court's orders and the directions of [the Court]'; and to ' prepare a time-bound roadmap for the phased transition of managerial and operational control to [Mr Awad] , confirming the reinstatement of his lawful position under the LIC '. If such an appointment can be made, it would certainly be unconventional, and not a receivership of the kind that I contemplated in the Judgment (such as Mr Beswetherick described). It would cause expense and be unlikely to serve any useful purpose, and it might well cause confusion and disputes as to his role. Moreover, as Mr Beswetherick submitted at the May Hearing, it would risk depressing the value of the Leaf Tower properties.
  5. Mr Awad has not persuaded me that I should make an order against the Defendants to ' facilitate the opening of a joint bank account ' in the names of the parties to the LIC. (In the June Application, Mr Awad said that the account should be ' for joint signatory authority and mutual approval of disbursements '. At the hearing on 9 July 2025, Dr Salman submitted that Mr Awad should be the sole signatory.) I recognise, of course, that Clause 8(1) of the LIC contemplated that there should

be a joint account (see para. 48 of the Judgment), but I have been provided with no information about the financial arrangements presently being operated, and I heard no proper explanation about why the account is required. If the matter so develops that a joint account is necessary, this part of the application can be restored.

  1. Mr Awad applied for an order ' directing the parties to proceed with the commencement of the sale process '. Such an order would be premature: Mr Awad has not yet fully developed a marketing proposal: the purpose of the order for a power of attorney is to enable him to do so. Nor has Mr Awad seen the proposals made by Mr Alhosani to which Mr Al Hakim referred.
  2. Finally, Mr Awad's request for a direction that reimbursement of the sum of AED 167,057,638.60 should commence ' upon receipt of the first available net proceeds arising from the sale of the Leaf Tower units '. I consider this at best unnecessary and arguably inconsistent with paragraph 204(c) of the Judgment.
  3. Accordingly, as things stand, my only order on the June Application and the July Application is that 3AM provide Mr Awad with a power of attorney. At the hearing on 9 July 2025, I was not able to settle its terms. Although I had said in my ruling of 7 May 2025 that Mr Awad should produce a draft order when the matter returned to the Court, he did not do so. I therefore directed that Mr Awad should file and serve a draft power of attorney (together with an English translation thereof) for consideration by the Defendants and ADCB, and I shall conduct a further hearing for the purpose of finalising its terms and other consequential matters.

Issued by :

Linda Fitz-Alan Registrar, ADGM Courts 14 July 2025

2026 © Denis Shushin.

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In the name of His Highness Sheikh Mohamed bin Zayed Al Nahyan
FAYSAL MOHAMAD AWAD
14 July 2025 08:17 PM
JUDGMENT
14 July 2025 08:17 PM