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In the Name of God, the Most Gracious, the Most Merciful
In the Name of His Highness Sheikh Mohammed bin Rashid Al Maktoum, Ruler of Dubai
Court of Appeal
In the public session held on 30-05-2024 at the headquarters of the Court of Appeal in Dubai
In Appeal No. 1567 of 2023 Labor Appeal
Appellant: The Giving Movement LLC
Respondent: Layal Salim Al Aqouri
The Appealed Judgment: Issued in Case No. 2023/1188 Labor on 21-09-2023
The Court Issued the Following Judgment
After reviewing the documents, hearing the oral pleadings, and deliberating in accordance with the law,
Whereas the facts of the case and the evidence and defenses presented therein have been comprehensively addressed in the appealed judgment, to which this Court refers and considers an integral part of its reasoning, and are summarized as follows: The plaintiff (Layal Salim Al Aqouri) filed Case No. 1188 of 2023 - Labor against the defendant (The Giving Movement LLC) and in an amended pleading on 08/08/2023 requested a judgment obligating the defendant to pay her the amount of (8,911,200 dirhams) with 5% interest, and to obligate it to pay fees and expenses, on the grounds that she joined the defendant’s employment on 05/08/2021 for a monthly salary of 70,000 dirhams (the basic salary being 60,000 dirhams) in addition to a basic incentive for assuming the duties of CEO in exchange for 2% of the company’s value upon achieving revenues exceeding 15 million US dollars for the first defendant, and she remained in her position until 11/19/2022. The defendant refrained from paying her the following labor entitlements: annual leave allowance for the period from 05/03/2021 to 11/19/2022 amounting to 90,000 dirhams + compensation for arbitrary dismissal amounting to 210,000 dirhams + profit share due to the plaintiff for 2% of the company’s value amounting to 8,611,200 dirhams…
In the session of 09/21/2023, the Court ruled in attendance: The plaintiff is entitled to possess all or part of the shares of the first defendant at a rate of 2% from 01/01/2022, then the rights arising from possession, and the plaintiff is not entitled to obtain the value of the shares in cash from the first defendant. The defendant was obligated to pay the appropriate fees and expenses, and all other requests were rejected.
The “defendant” appealed the judgment issued in the case by submitting an appeal petition registered by its attorney with the Court of Appeal on 10/16/2023. In its conclusion, it requested the acceptance of the appeal in form and substance, the cancellation of the appealed judgment, and a new ruling on the lack of local and substantive jurisdiction of the Court to hear the case based on the provisions of Article 33, paragraph 5 of the Civil Procedures Law, and based on the Employee Stock Option Plan (ESOP) agreement, as well as Article (13) of Law No. (12) of 2020 amending some provisions of Law No. (4) of 2013 regarding the Abu Dhabi Global Market. It also requested the rejection of the case in form due to the failure to obtain a referral order from the Dubai Multi Commodities Centre Authority before resorting to the court, and the rejection of the case in form for filing it with the court after 14 days from the date of referral to the court. It further argued that the respondent is not entitled to 2% of the company’s market value due to the lack of contractual agreement on that in the employment contract signed with the respondent before the Ministry of Human Resources and Emiratization dated 10/18/2021 or the contract signed with L O A Global Exports DMCC on 06/16/2021 or the Employee Stock Option Plan and for not fulfilling the conditions for claiming this percentage from any company. In all cases, it requested the dismissal of the case because the respondent received all her labor entitlements according to the documents, the expert report, and the appealed judgment, and due to lack of validity and proof. It also requested obligating the respondent to pay fees, expenses, and attorney’s fees. The appellant submitted a memorandum explaining the reasons for its appeal and the basis of its aforementioned defenses.
The appeal was deliberated before the Court, and the respondent was duly notified. Her attorney appeared before the Court through the remote litigation system and submitted a response memorandum. In it, he stated that the domicile of the first defendant is the Emirate of Dubai according to its trade license, and therefore the Dubai Court of First Instance has the substantive jurisdiction to hear the case. He argued that the respondent is entitled to 2% of the appellant’s shares because it was agreed upon in the job offer dated 05/08/2021 that she would be entitled to this percentage on the condition of achieving revenues of 15 million dollars, and the revenues exceeded this ceiling in 2021. He further stated that the case is not a commercial case but rather a claim for a labor right, and it is evident in the court’s electronic system that she filed the case 10 days after the referral date. In conclusion, he requested the rejection of the appeal due to the lack of validity of its reasons and obligating the appellant to pay fees and attorney’s fees for both degrees of litigation.
The Court decided to reserve the appeal for judgment on today’s date.
Whereas the appeal has fulfilled its legal requirements and is consistent with the provisions of Article 159, paragraph (1) of Federal Decree-Law No. (42) of 2022 issuing the Civil Procedures Law, it is therefore acceptable in form.
Whereas the Court bases its ruling on the established judicial principle that the judge of the merits has full authority to understand and ascertain the facts of the case, examine the evidence and documents presented, and weigh them against each other, favoring what he is convinced of. He is not obligated to respond to every document presented by the litigants, nor to address every unlawful argument they make, nor to follow them in their various statements, arguments, and requests, and respond independently to each one, as long as establishing the truth that he is convinced of and providing evidence for it constitutes an implicit refutation of those statements, arguments, and requests.
In the session of 12/14/2023, the Court ruled to accept the appeal in form and substance, cancel the appealed judgment, and rule anew on the lack of jurisdiction to hear the case. It obligated the respondent (plaintiff) to pay the expenses and an amount of 3,000 dirhams for attorney’s fees, and ordered the refund of the appeal security amount to the appellant.
The “plaintiff” appealed the judgment issued in the case before the esteemed Court of Cassation, which issued a judgment on 01/30/2024 overturning the appealed judgment and ordering the referral of the case to the Court of Appeal for reconsideration.
The case documents were presented before the Court of Appeal again, and attorneys for both parties attended via the remote litigation system. They submitted memorandums and document portfolios, which the Court reviewed and understood their contents. Each party adhered to their previously stated defenses.
The Court decided to reserve the appeal for judgment on today’s date.
Whereas, regarding the subject of the appeal and within the scope of its reasons, and based on the established principle in the jurisprudence of the Dubai Court of Cassation that the Court of the merits has the independent authority to understand and ascertain the facts of the case, assess its evidence, and examine the documents presented therein, as well as weigh them against each other. Within the limits of its discretionary authority, it is not obligated to address every defense and argument presented by the litigants, as long as its reliance on the evidence upon which it based its judgment implicitly refutes those arguments and defenses.
Regarding the plea of lack of jurisdiction, the plea is unfounded. It is established in the jurisprudence of the Federal Judicial Principles Unification Committee, in its decision on Request No. 2 of 2023, that the judicial principle of not allowing the parties’ agreement - as stipulated in Article 33/5 of Federal Decree-Law No. 42 of 2022 issuing the Civil Procedures Law - to violate substantive jurisdiction, which is subject to an independent judicial authority, is recognized. It is also established in the jurisprudence of the Dubai Court of Cassation that substantive jurisdiction is a matter of public order and is always considered before the court. Ordinary courts have general jurisdiction and are competent to adjudicate all disputes, regardless of the parties involved, unless the jurisdiction to adjudicate them is assigned by the constitution or law to another entity as an exception. Any restriction imposed by the legislator to limit the jurisdiction of the ordinary judiciary is considered an exception to a general principle and therefore should not be broadly interpreted. It is also established that the provisions of Article 65/3 of the Labor Relations Regulation Law No. 14 of 2022 stipulates that the legal rules established by the Labor Relations Regulation Law regarding workers’ rights are mandatory legal rules that individuals cannot violate or agree to contradict, as the legislator aimed through their provision to protect the public interest related to public order, and therefore any agreement to violate them is void. Therefore, the Court decides to reject the plea.
Regarding the plea of rejecting the case due to the lack of referral from the Dubai Multi Commodities Centre Authority, the plea is rejected because the case was referred from the Ministry of Human Resources and Emiratization on [date], after investigating the complaint before it. This procedure is in accordance with the law, and therefore the Court decides to reject the plea. Regarding the plea related to not filing the case within 14 days from the referral date, this period is regulatory and not mandatory. The legislator did not stipulate a penalty for violating it, and therefore not adhering to this period does not result in the loss of the right to file the case.
Regarding the plea of lack of capacity, it is rejected because the employment relationship - as evident from the case documents and the employment contract submitted therein - was between the appellant and the respondent. The claimed right exists against the appellant as the concerned party and the one responsible for it if the respondent’s right is proven. Therefore, the appellant has capacity in the case, and the Court decides to reject the plea of lack of capacity.
Whereas, it is established in jurisprudence that the Court of Appeal, when upholding the appealed judgment, may refer in the reasons for its judgment to the reasons of that judgment, as long as they are sufficient to support it and the appellant has not presented any new defense before the Court of Appeal. When the appellate judgment adopts the reasons of the appealed judgment as its own, it is not flawed if it neglects to respond to a plea presented to the Court of Appeal that was adequately addressed by the appealed judgment (Appeal No. 2007/265 Civil Appeal). Since the appealed judgment was based on sound grounds and reasons sufficient to support it and lead to the conclusion it reached, which this Court upholds and establishes as reasons for its ruling, the appellant’s arguments in its appeal reasons do not affect the validity of the appealed judgment. It is evident from the case documents that the basis of the respondent’s claim in the case is her entitlement to a percentage of the company’s shares. This entitlement was agreed upon in the job offer, which was later adopted by the employment contract and considered an integral part of it.
The employment contract signed by both parties stated that they agreed on the following terms: that this preamble, the previously signed job offer and its annex, are an integral part of this contract and its annex. The job offer signed by Noel Barnes, the founder of the appellee (The Giving Movement Company) and L O A Global Exports DMCC, and the appellant’s acceptance of the offer included in the Equity Payments clause ((It is agreed that after the completion of the 3-month probationary period and after achieving revenues of $15 million, you will be granted 2% of the company’s value, and you will be granted a separate bonus of 1% of the company’s value once revenues exceed $100 million during your tenure as CEO. A separate document for the rights to the company’s value will be created once the revenues are reached)). This entitlement was regulated by the Employee Stock Option Plan (ESOP) agreement. The respondent acknowledged this agreement in her letter to the appellant’s manager and adhered to its terms. The stock option plan in The Giving Movement dated 08/17/2022 bears the respondent’s signature, who sent a letter on Friday, 06/10/2022, to the appellant in the Employee Stock Ownership Plan file. She also referred in her response letter to her termination notice to her achievements and adhered to the provisions of the option plan for purchasing shares in The Giving Movement signed on 08/17/2022 and the Employee Stock Purchase Plan signed on 08/19/2022, which is referred to as the Option Plan. The appellant’s manager acknowledged her entitlement to the claimed benefits in his email dated 02/10/2022. The expert report submitted in the case proved that the condition for the respondent’s entitlement to 2% of the appellant company’s shares has been fulfilled, which is the respondent achieving revenues for the company of $15 million in 2021, which the respondent exceeded.
Therefore, since the appealed judgment applied the correct law, the Court upholds it in its ruling on the respondent’s entitlement, with an amendment to its wording, and decides to reject the present appeal…
Regarding the expenses of the appeal, the Court obligates the appellant (plaintiff) to pay them pursuant to Article 133, paragraphs (1) and (2) of Federal Decree-Law No. (42) of 2022 issuing the Civil Procedures Law. It also orders the confiscation of the appeal security amount pursuant to the provisions of Article 37/D of Law No. 21 of 2015 regarding judicial fees in Dubai Courts.
For these reasons,
The Court ruled on the subject of the appeal to amend the wording of the appealed judgment to read as follows: (The Court ruled in attendance: The plaintiff is entitled to possess 2% of the defendant’s shares as of 01/01/2022, and she has all the rights arising from possession. The first defendant is obligated to pay the appropriate fees and expenses, and all other requests are rejected). The appealed judgment is upheld in all other aspects. The appellant (defendant) is obligated to pay the expenses, and the appeal security is ordered to be confiscated…