Salah Documents

A. First Claimant is the Purchaser of the Shares in the Second Claimant located at “Unit GA-00-SZ- G0-RT-130 , GA-00-SZ-G0-RT-133 , GA-00-SZ-G0-RT-135 , GA-00-SZ-G0-RT-137 , Level GF,  Gate Avenue – South Zone, Dubai International Financial Centre” which were previously owned  by and sold by the First Defendant and historically controlled and managed by the First and Third  Defendants.  

B. The First Defendant is the Husband of the Third Defendant, as admitted in SCT 400- 2024 (Third Defendant against Second Claimant) when he represented ‘his wife’ in the Hearing on 17 October  2024, and as per the DIFC Registry for the Company has with the Third Defendant managed,  operated, and owned both the Second Claimant and the Second Defendant at the same time.  Currently the Second Defendant is Licensed in the DIFC with the shares being registered to the  Third Defendant but the trademarks owned by the Second Claimant are being promoted by the  Second Defendant which is advertised as under the control of the First and Third Defendant.  

The Fourth Defendant is a ladies-extended division of the Second Claimant’s salon, which came to  light upon admission by the First Defendant in his Memorandum of Defence: “The Defendant  operated multiple salons under the same trade name, Hair Creators, as evidenced by the attached  documentation, including trade licenses for various branches.” and the Fourth Defendant’s address  being “Unit GA-00-SZ-G0-RT-130, Level GF, Gate Avenue – South Zone, Dubai International  Financial Centre, Dubai, United Arab Emirates”  

C.   Prior to its incorporation it was set up and operated as part of the the Second Claimant with all of its costs and expenses borne by the Second Claimant. As per the admission of the First Defendant it was set up for his then wife, who later became his ex-wife, also a hairdresser and operated under the trading name Ladies  Only – Hair By Rojin  

D. Mr Sokol Cici (‘Mr. Cici), a real estate agent and the owner of Premium International Real Estate  Broker who brokered the transaction between the First Claimant and the First Defendant for the  sale and purchase of the Shares of the Second Claimant as well as providing the draft the MOU and  the Share Transfer Agreement referred to herein.  

E. Mr. Bardhyk Eshja (Mr. Eshja), the husband of the First Claimant, the Purchaser of the Shares in  the Second Claimant and was a principal witness to the conversations between the First Claimant  and the First Defendant and Mr. Cici.    

F.  Ms. Marsela Kollacaku (Ms. Kollacaku), is a friend of the First Claimant and key principal witness to the transaction of the purchase of Shares of the Second Claimant.  

G. Ms. Lolita Caban Tines (Ms. Lolita), is an employee under the role of accountant of the Second  Claimant from 13 May 2024 but had joined the Company on and around 10 May 2024, she holds  a diploma in accounting and finance and is one of the key witness present during the transition  period or Probationary Period per se to take handover of the financial and company files and records  

H. Mr. Shady Gorge Zaiat (Mr. Shady), an employee of the Company from 1 February 2023 until 31  May 2024, the last day he attended the work to never return.Mr. Shady held the position of Assistant  Accountant with the Second Claimant and was a primary individual responsible for the handover  of financial records and company files to the First Claimant during the Transition Period.    

I.  Ms. Abeir Imadeddin AlKordi (“Ms. Abeir”), was employed by the Company from 1 May 2022 until 31 May 2024, serving as a Sales Executive. Evidence indicates that Ms. Abeir assisted the  First Defendant and Mr. Shady in managing the financial and operational matters of the Company.  Ms. Abeir, who had access to the Company’s email and domain server accounts, was also  responsible for ensuring their proper handover to the First Claimant.    

J.  Ms. Roushin Bashar Haj Ali (“Ms. Rojin”), the owner and registered shareholder of the Fourth Defendant, was likewise employed by the Second Claimant during the relevant period and held the position of Senior Stylist pursuant to an employment contract dated 1 August 2021 (Ex Cl 49)  found at D1.49of February Bundle. Evidence indicates that Ms. Rojin worked closely with the  First Defendant in the day to day operations of the Second Claimant and had access to sensitive operational and financial information, including client records, booking systems, and internal  communications. During the transition period and prior to the First Claimant obtaining full control  of the Company’s DIFC licence, Ms. Rojin continued to operate within the Second Claimant’s  premises and was involved in activities that facilitated the diversion of clients, goodwill, and  business opportunities to the Fourth Defendant. This included the use of the Second Claimant’s  branding, equipment, and staff, as well as the continued operation of the ladies’ division under the  “Hair Creators” trade name despite the absence of any lawful basis for doing so. Ms. Roushin  Bashar Haj Ali (“Ms. Rojin”) is understood to be the sole shareholder of the Fourth Defendant and its directing mind and will. Her knowledge and conduct are attributable to the Fourth Defendant  for the purposes of paragraphs 128–150.

between the respective parties in this matter the following section sets out the events leading to, the false representations made during, and the actions which took place during and after the sale and purchase and transfer of the shares of the Second Claimant from the First Defendant to the First Claimant; together with the unapproved removal of the assets of the Second Claimant by the First and Third Defendant, both tangible and intangible, post the execution of the MOU and Share Transfer Agreement, and the breach of contract by the First Defendant acting through the Second Defendant as if it were still the Second Claimant, given in further detail as follows

Broker to locate a business for sale in the DIFC in the hair and/or beauty industry for a target price in the region of AED 1,500,000 (One Million Five Hundred Thousand Dirhams).

with other agencies who deal with parties selling real estate or companies and these agencies often refer buyers or sellers between one another.

another agency contacted a member of Premium International Real Estate staff to advise that the Partner of the First Defendant had listed the Second Claimant as being for sale originally  for the price of AED 2,500,000 (Two Million Five Hundred Thousand Dirhams). The referring agency  provided Premium International Real Estate with the details of the First Defendant to allow Premium  International Real Estate to meet and negotiate directly with the First Defendant on behalf of the First  Claimant.

and purchase of the shares to AED 2,000,000 (Two Million Dirhams) then finally to AED 1,500,000  (One Million Five Hundred Thousand Dirhams), in line with the expectations of the buyer, the First  Claimant.

printed under the letterhead of the company Premium International Real Estate Broker, with Hair Creators Salon LTD with License No. CL0181 and having its registered office at level 14, The Gate, DIFC, Dubai, UAE with the First Defendant as its Owner, bother parties referred to as the Seller.

to all of the matters listed below for the agreed total purchase price of UAE Dirhams One Million Five Hundred Thousand (AED 1,500,000) (Purchase Price) in particular noting that the Second Claimant was sold as a going concern and that irrespective of the poor drafting by Premium International Real Estate of the documentation, only personal items of the First Defendant may be removed, ie items that are not owned by and purchased with monies from any of the Second Claimant’s accounts or income, Clause 1 specified that the Buyer was agreeing to purchase: “the entire business of the Seller, including all assets, liabilities, contracts, goodwill, intellectual property rights, accessories, staff, products, equipment, and other rights and obligations related to the business as a going concern”

a. Clause 3 that the Buyer, the First Claimant, would be entitled to conduct due diligence on the Seller’s, the Second Claimant’s business, books, records, relevant documents  and information;

b. Clause 5 the Seller to explain the key elements of the business, provide assistance to the Buyer for a period of 1-2 Months after completion of the sale if necessary, and to guarantee all information about the business activity.  

c. Clause 7 The Seller shall guarantee the validity of all information provided and not to misrepresent the same.

d. The MOU was to be confidential as between the First and Second Claimant and the First Defendant, thus all information on the Second Claimant was only available from the First Defendant or anyone he nominated.

Clause 10 Entire Agreement: This MOU constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.

Clause 11 In the event that the turnover of the purchased business does not meet satisfactory levels within a period of 1 month, the full amount of the purchase price shall be returned to the Buyer party.

“Seller is offering for sale:

a. Trade license

b. Company name and associated intellectual property rights;

c. Social media assets, including telephone numbers for booking purposes;

d. Business contact details, including telephone numbers for booking purposes;

e. All business related equipments, products, and inventory, excluding personal items such as computers and cameras;

f. Supplier contacts and agreements;

g. Assistance with the transition process and communication with mall management”

“interest to purchase the business”, which the First Claimant provided by way of cash deposit to Premium International Real Estate to pay to the First Defendant. The First Defendant provided a typed receipt on Company Letterhead of the Second Claimant to confirm that the Second Claimant and the First Defendant jointly received AED 100,000 (UAE Dirhams One Hundred Thousand) as an earnest and deposit against the MOU,6 signed by the First Defendant and every page was signed in Arabic by the First Defendant, the receipt was also dated 14 February 2024 and stamped with Company Stamp. There  is no record of the funds being entered into any of the Second Claimant’s accounts at this time.  

mistake or error in the expression of who the Seller was under the MOU as per Article 38 of the DIFC Contract Law, given neither of the drafting parties was a legal practitioner or imbued with any legal  background. The actions of the parties make it clear that the First Defendant understood he was legally  the Seller, with the First Defendant accepting all of the payments from the First Claimant,  understanding that the shares were in his name to transfer to the First Claimant, as well as the money being paid for the shares being his to keep.  

The Defendants rely on Article 14 of the DIFC Contract Law, Manner of formation
“A contract is concluded by the acceptance of an offer”. And 15.⁠ ⁠Definition of offer “A proposal for concluding a contract constitutes an offer if it is sufficiently definite and indicates the intention of the offeror to be bound in case of acceptance.”

on 20 March 2024, noting that the Company License Number in this Agreement was CL1441.

along with its business for the agreed value of 15,00000 AED as described in the MOU. Again the First Claimant would assert that the mistake in the definition of the Seller is due solely to the poor drafting by the parties involved who have no formal legal training. It is clear, based on the wording of the terms of the Agreement, that the purpose is for the First Claimant to purchase the shares from the First Defendant in the Second Claimant, thus the Company is purchased as a going concern including with all of its existing assets, good will, intellectual property etc, as opposed to a business asset sale.

The Share Transfer agreement is a company contract made under the DIFC Companies Law 2018 and served a different purpose with specified assignment of obligations between two particular parties.

(A) First Principal Party, the Second Claimant therein referred to as (the “Company”), and 

(B) Second Principal Party, The First Claimant therein referred to as (the “Investor”).

Clause no.1 ” The Company agrees to sell and transfer 100%,

Defendants rely on, Article 20 of the DIFC Companies Law ” Capacity of Company “

(1) A Company has the capacity, rights and privileges of a natural person.  

(2) The validity of an act done by a Company shall not be called into question on the ground of lack of capacity by reason of anything in its Articles of Association or by any act of its Shareholders.”

The First Defendant executed this agreement in a representative capacity to implement the company’s new resolution, which includes specific obligations binding the company itself, as well as other terms that bind the First Defendant.

Defendants rely on Article 12. of the DIFC Contract Law, Usages and practices ”

(1) The parties are bound by any usage to which they have agreed and by any practices which they have established between themselves. “

First Claimant purchases 50% only of the total 100 shares of the Second Claimant for AED 750,000 agreement effective when the funds are either in the hands of the First Defendant or bank account as specified and on the condition that the “Agreement becomes valid but effective starting day is the date of the DIFC approval of the 50% share transfer”

This was a request from the Claimants following the execution of the MOU, reference 1. HB / SECTION D / Tap # 2 / Page 716 and 717

This was acknowledged by the First Defendant in a printed receipt signed by Mr. Cici,8 the  First Defendant, and stamped with Company stamp.  

it is counter signed by Mr Cici and stamped with Company Stamp, notably this payment does not reflect in the accounts of the Second  Claimant.  

as per the terms of the Agreement, whilst the same was valid, it was not effective with respect to the start of the “Probationary Period” which was considered to be the temporary partnership of 30 days between the First Claimant and the First Defendant.

The First Defendant submitted timely request to the DIFCA [HB / SECTION D / Tap # 6 / Page 1078 to 1080]

to submit the application to the DIFC for the approval of the transfer of the Shares to the name of the First Claimant. The Partnership as detailed in the Agreement never came into being due to the wilful or negligent actions or lack thereof by the First Defendant

The First Claimant had no legal or beneficial control over the Company, and save for the payment of AED 750,000

on payment to himself personally for the rent payable for the month of April 2024 upon execution of the Agreement. The First Claimant paid this to the First Defendant and is entitled to claim these funds back on the grounds that contractually there was no legal obligation the First Claimant to pay the funds, the First Defendant did not use them for the benefit of the Second Claimant as rent but rather misappropriated the funds from the Second Claimant and/or the First Claimant for his own personal use

shares, and money transition between the two.” In simple terms, the transition period for transferring shares through a registered deed with the DIFC, along with the handover of the business assets, management, and operations, must be completed within the 30-day Probationary Period valid on 26 March 2024, the date the First Defendant receives the first instalment (Stage 1 of Agreement) but only effective as a starting date on the date the DIFC approval is given. Probationary Period is also referred to as the Temporary Partnership.

but as the incoming purchaser of the Shares and having paid 50% of the Company shares plus having unlawfully been asked to pay the rent for the month of April 2024 the First Defendant owed the First Claimant both contract obligations and a duty to not to misled, deceive or act in any manner that would be detrimental to the interests of the First Claimant knowing that she was to legally acquire the business of the Second Claimant, and thus not to do anything which would lead it damages to the Second Claimant as the First Defendant was bound to the implied obligation of good faith and fair dealings, as per Article 57 of the Contract Law DIFC Law No. 6 of 2004

but as the incoming purchaser of the Shares and having paid 50% of the Company shares plus having unlawfully been asked to pay the rent for the month of April 2024 the First Defendant owed the First Claimant both contract obligations and a duty to not to misled, deceive or act in any manner that would be detrimental to the interests of the First Claimant knowing that she was to legally acquire the business of the Second Claimant, and thus not to do anything which would lead it damages to the Second Claimant as the First Defendant was bound to the implied obligation of good faith and fair dealings, as per Article 57 of the Contract Law DIFC Law No. 6 of 2004

and assist with the transition and the system followed by the Company according to DIFC laws and regulations. Due to the failure to transfer the First Claimant was forced to undertake this action herself with the DIFCA on learning that she had no control of the Company or access to the DIFC Portal to carry out any of the functions required for managing and operating the Company thus committing a breach of Article 58 of the Contract Law DIFC Law No. 6 of 2004 which states, Cooperation Between the Parties “Each party is bound to co-operate with the other party when such co-operation may reasonably be expected for the performance of that party’s obligations.”

with respect to the shareholding, the directors or the mangers of the Company.

Board Resolution10 for the transfer of 100 shares from the First Defendant to the First Claimant to take place only on 1 May 2024. The document demonstrates that the First Defendant never sought approval of the initial 50% registration of the Shares of the First Claimant, nor entered into the Provisional Partnership as detailed in the Agreement.

“Certified True Copy of the Resolution Passed at the Meeting of the Board of Directors of Hair Creators Salon LTD,” but lacks certification by any external party.

portion of the Purchase Price of AED 750,000 on 1 May 2024 the cash payment was completed by Ms. Kollacaku, on behalf of First Claimant, acknowledged by the First Defendant in a typed undated receipt on Company Letterhead, signed by the First Defendant and stamped by the Company. The funds were not deposited in the Second Claimant’s account.11

the First Claimant via DIFC Portal or in person

including concealing liabilities and fines imposed by authorities, theft of tangible and non tangible assets of the Company until at the very earliest 30 May 2024 when the First Defendant left the Second Claimant’s premises and did not return again..

as required under Term #2, Clause 1(1.1) initially stating he would continue to be a Director and/or General Manager during the transition period from March 20, 2024 until May 1, 2024, then continuing with the Company and leaving without notice on 30 May 2024, having not transferred the Shares nor handed over the access or control to the Company’s DIFC portal. Ensuring that the First Claimant could not access any data about the Company, its filings or any fines on any of the systems.

the fines incurred by the First Defendant for failure to comply with mandatory provisions of the law related to employees end of service benefits. As well as the records of the legal notices that the relevant DIFC departments had issued to the Company whilst under the management and ownership of the First Defendant.

and Manager at the end of June 2024, receiving DIFC’s approval of the transfer and the updated license only on 27 June 2024.

to the Company after 30 May 2024, the First Claimant had not received a complete handover of all keys to the business. A set of keys was found to remain in the possession of the employees of the Second Claimant but this was not made known to the First Claimant until she made enquiries. The First Claimant remains unaware as to whether the First Defendant still retains possession of any keys to the business, thereby raising concerns about the continued control or access to the premises by the First Defendant.

irregularities in the differences between stocks and supplies and business equipments that the Second Claimant should be in possession of and is in possession of, together with missing security footage from the Second Claimant’s premises.

from Suppliers, records of all inventory, assets and stock as well independent sources of footage to ascertain the discrepancies. This would be in breach of Clause 1.E, Term 5, Term 9, and both Claimants will seek for restitution for all of the amounts that have been taken by way of assets, inventory and stock.

for the Second Claimant, it was not a mistake that the First Defendant withheld the details of any other banks accounts but a fraudulent non-disclosure as per Article 40 of the DIFC Contract Law.

on the Second Claimant after paying the deposit as per Clause 3 of the MOU and during Probationary Period as per Clause 2 (1) of the Agreement which states, Clause 2. the (“Investor”) rights during the probationary period,

“The (“Investor”) shall have the right to conduct due diligence on the Company’s business, books, records, and other relevant documents and information, including the online booking system and print out of company bank account statement without having access to the company bank account subject to the terms of a confidentiality agreement entered into between the (“parties”)”

Agreement which was guaranteed by the Company and secured by the Company POS system.

Period which the First Defendant stated was due to a bank issue, limited paper documents were available.

as owner the requirement to update the banking KYC and authorised signatory had fallen behind, consequently the access to the ADIB Bank account became inconsistent, intermittently on and off. The First Claimant was forced to make a physical visit to ADIB Bank in order to obtain full access to the banking system in ADIB.

of the Company, she was able to take a screen shot before the access was revoked by the First Defendant. In that screen shot she noticed an inwards loan transaction of AED 1,012,221.00 on 28 December 2023 and an immediate dispersal on the same day of AED 389,244.75.

and admitted that the First Defendant had taken a loan that was a personal loan and he deliberately withheld this information to ensure the sale of shares proceeded. The First Defendant further admitted after the first EMI withdrawal that he provided to RAK Bank a cheque drawn under the Second Claimant name as a guarantee for the personal loan and the Second Claimant’s proceeds under the POS are being pledged to secure the loan

papers to the First Claimant’s husband on the same day. This is confirmed in the Witness Statement of Mr. Eshja..

of the Second Claimant as the First EMI Instalment payment against the Personal Loan of the First Defendant.

tried to pass full responsibility for the “POS Machine, fees, online platform charges… business bank accounts charges or another auto or manual payments linked to the Company”. Apparently trying to pass off the EMI instalment as an auto payment hoping the First Claimant would not understand that this was a Personal Loan repayment on behalf of the FIrst Defendant and therefore defrauding both the First and Second Claimants within the meaning of Article 40 of the DIFC Contract Law.

for the principal amount of AED 1,012,221.00, with an interest rate of 16%, for a tenure of 48 months, with a monthly instalment (EIM) of AED 28,799.00 to be paid on the 1st of every month until 01/01/28. The loan agreement no. was 20669222 and the debit account no was 0243169101001

as the First Defendant has only provided a draft of the loan agreement, refusing to provide any original papers including bank statements, he states the draft is the similar to the loan agreement he signed with the RAK Bank.

cancellation, despite assurances given (para 66), the First Defendant’s failure to act constitutes a breach under Article 77 of the DIFC Contract Law No. 4 of 2006.

the Purchase Price, he had verbally offered to remain a shareholder with a 20% shares in the Company and to retain his position as General Manager (GM). In the same response he acknowledged his failure to disclose the loan’s existence. The Claimants assume this omission was an attempt made by him to secure profits from the Company whilst being held liable for the loan repayment.

in the Company, he decided to, by his own volition, absolve himself of liability for the personal loan, explicitly denying any responsibility for it.

the User Name and Password despite numerous attempts to meet with the management and advise of the Sale and purchase of the Company.

had the loan proceeds withdrawn in large sums to another account, the same were not used for the benefit of the Second Claimant.

of the ADIB and RAK bank accounts. The First Claimant observed several suspicious transactions in ADIB and RAK Account. These transactions involve  payments made to  

a. a third party entity identified as ‘Liberty House’ since the early months of 2023;  

b. a third party entity identified as DIFC Investments such payments are not supported with an  documents or contracts  

c. the Third Defendant over 60,000dhs and more being paid within a span of 14 days which again  fails to show any contracts or documents  

d. Large sums of monies withdrawn in a span of two weeks by the Defendant that may not be  used for the purpose of the Company as they are not recorded in the Company accounts.  

e. rent charges paid to selective employee’s specifically Mr. Shady beyond the agreed terms of  their employment contact;  

f. Additional payments to selective employees specifically the Third Defendant and Ms. Abier for extra allowances or commissions outside the normal range /average of the Company;

g. Several Outward TT payments made to Fourth Defendant as per the available records on 3rd February  2024 a value of AED 20,000; on 16th Feb 2024 – AED 20,000; 11 March 2024 of AED 10,000, 12th March  2024 of AED 10,000, and 30 March 2024 the value of AED 20,000 unsupported with any documents or  contracts to define the reason for the transfers or the relationship between the parties, save that the  owner of the Fourth Defendant is the ex-wife of the FIrst Defendant; 

h. Bank statements disclosed on 11–18 August 2025 (SM1, pp. 408–415; Ex-Cl-48 found at D1.48 of February Bundle) show that the Fourth Defendant received multiple transfers from the Second Claimant’s corporate accounts without contractual basis, board approval, or supporting documentation, including:  i. AED 20,000 on 3 February 2024 (SM1, p. 411) ii. AED 20,000 on 16 February 2024 (SM1, p. 411) iii. AED 10,000 on 11 March 2024 (SM1, p. 411) iv. AED 10,000 on 12 March 2024 (SM1, p. 411) v. AED 20,000 on 30 March 2024 (SM1, p. 411)

These transfers occurred immediately after the disbursement of a RAKBANK loan of AED 1,012,221 into the Second Claimant’s account on 28 December 2023 (SM1, p. 411). 

i. using Company funds for personal and leisure, noting many other employees in the company have informed the First Claimant that they have never been fully paid their salaries whilst  working with the First Defendant and/or Third Defendant.  

j. using the company funds to pay off some undisclosed transactions as follows:

a. A certain undisclosed loan recovery transaction, identified by reference number 20649173,  was noted on December 1, 2023, when approximately AED 14,000 of the Company’s funds  were disbursed towards repayment. On December 28, 2023, a personal loan amounting to  AED 1,012,000 was disbursed into the relevant account. On the same date, a sum of  approximately AED 389,244.75 was debited from the account for the purpose of settling  the same loan transaction, number 20649173.  

b. Certain undisclosed Credit Card payments assuming it falls under the liability of the First  Defendant  

(and whilst under the Ownership/management of the Third Defendant) for personal benefit and the Company was sold under false pretences by way of misrepresentation to the First Claimant with a loan, numerous outstanding debts and debts owed to employees; such that the value of the Company was only to take advantage of the First Claimant, unlawfully deceive her into paying for something of tangible or intangible value and leave her with all the debts and liabilities of the Company

Goodwill and virtual Assets (including Social media assets, Including instagram page and other relevant platforms:                 

of the number of issues that had been deliberately withheld from the First Defendant’s knowledge during the due diligence phase, whether by misrepresentation or failure to disclose, namely it was discovered :

a. the First and Second Claimants did not have access nor control to the email server or website  server that “Haircreators.net” was registered under, being the domain server ‘One.com’15, as  the rights were not held by the Company nor had they been transferred. Specifically, the  Claimants discovered they were unable to control or even access: 1) the official email address  of the business as per advertising and social media; 2) the website itself; and 3) the official  email address for the accounts department and registered with the government etc  

b. the First and Second Claimants did not have any access to the email account associated with  the address ‘info@haircreators.net‘ and/or ‘Accountant@haircreators.net‘, past or present,  which were critical to the running of the Company. The email addresses had been used as the  primary means of communication for the Company, either for potential clients and third parties  to make bookings for services and submit inquiries or for all financial matters with Staff and  Suppliers.  

c. The email account of Salahmasry@live.com is connected to the POS system installed in the  Company by RAK Bank for the collection of payments by credit and debit card, entering  bookings and recording client details, this was not made known to the First Claimant and cannot  be changed by the First Claimant due to the Loan Arrangement between the First Defendant  and RAK Bank. Notably, the First Claimant came to learn that RAK Bank had included the  premises of the Fourth Defendant in its KYC and therefore the First Claimant is unsure as to  whether the POS system was also meant to be attached to the system of the Fourth Defendant,  or what relationship the Fourth Defendant has been disclosed as having with the Second  Claimant.  

d. the First Defendant admitted at the end of November 2024 he continued to retain control over  the domain Haircreators.net and the associated email accounts, after having been served with  legal notices to comply with the MOU and Agreement to honour his obligations and transfer  the same to the First Claimant. The First Defendant explicitly refused to comply, deliberately  continuing to cause damage to the Company and the investment made by the First Claimant16.  Thus, committing a breach of Article 80 of the Difc Contract Law No. 4 of 2006  

e. the company telephone number +971 55 6165769 as used on all promotional and contact  information was never registered in the Company Name, this was not disclosed at any time to  the First Claimant, this should be transferred back to the business as the business was  responsible for the payment of this number for the entire time of its connection, together with  the internet and associated provision, the failure to register it under the name of the Company was either an oversight on the part of the First or Third Defendant, depending on who was  Manager at the time, or reckless or negligent, either way the Second Claimant claims indemnity  for any resultant costs or fines resulting from the failure on the part of the First or Third  Defendant to properly register the Phone and Internet services as Commercial and not Residential.

f. On or after 27 June 2024, third-party suppliers had an outstanding debt of approx AED  57,478.44, which had remained unpaid since 13th March 2024. There was no record in the  accounts of this debt, and copies of the invoices and supply sheets were obtained with the  signatures to corroborate the information being provided. The First Defendant, deliberately hid  the financial status of the Company to make it appear in a healthier position than it was to  induce the First Claimant to purchase the same

g. The First Defendant also conspired with the owner of the Fourth Defendant, to hide the relationship  between the Second Claimant and the Fourth Defendant, which was recognised by both RAK Bank and  DIFCA as a legal relationship binding the companies togther in such a manner that the Second Claimant  was liable for the pre-sale debts of the Fourth Defendant.   

“In the event that the turnover of the purchased business does not meet satisfactory levels within a period of 1 month, the full amount of the purchase price shall be returned to the Buyer party.”

the license as reflected. Despite the turnover failing to meet satisfactory levels within 1 month of the purchase of the business save the undisclosed weak financial health of the company and the misappropriation of the assets of the Company, the Company’s financial health drastically weakened. Hence, under the pretext of Clause 11 of the MOU, the Claimants are entitled to a full refund of the Purchase Price, including restitution of the Company.

subject to the Clause 66(7) of DIFC Employment Law No.2 of 2019 and DIFC Amendment Employment Law No. 1 of 2024 “DIFC Employment Law” which states, “an Employer shall, on a monthly basis, pay to a Qualifying Scheme, for the benefit of each Employee who is not an Exempted Employee.”

system from the end of December 2023

on June 15,18 due to non-compliance with the Notice dated April 15, 2024. This notice imposed a penalty of approximately AED 69,500 and resulted in an automated block on the DEWS system, which restricted the First Claimant’s ability to cancel visas and apply for new visas and employment permits for new recruits. DIFCA informed the First Claimant that these restrictions could be lifted upon full payment of the penalty.

from the First Defendant, and requested the Initial Warning Notice from DIFCA 19. It was discovered that the First Defendant had intentionally failed to pay the required amounts on a monthly basis for the employees to the Qualifying Scheme thereby violating Article 66(7) of the DIFC Employment Law. The First Defendant had wilfully and deliberately breached his duties as a General Manager whilst named on the licence and deliberately concealed the information from the First Claimant to ensure that she would be liable for the Fine.

Consequently, the First Claimant had no option but to pay the penalty at the end of October 2024 so that the Company could proceed with the issuance of employment visas for new recruits. The First Claimant requests repayment of this fine and the legal costs incurred by the First Claimant in ascertaining all the information surrounding this matter, including the SCT cases brought against the Second Claimant and/or the First Claimant as a result of the FIrst Claimant not being able to cancel visas on time.

Notwithstanding the financial crises and damages the Claimants continue to suffer, First Defendant  fraudulently misrepresented the Second Claimant’s financial health and operational status as held in the case of Mr. Salem Dwela v Damac Park Towers Company Limited [2020] DIFC CA 009 party induced to enter a contract by fraud or misrepresentation has the right to rescind the agreement and/or  claim damages under Article 29 of the DIFC law of obligations,which states:  

for advertising the business, booking purposes, conducting operations, and facilitating transactions with third parties including the DIFCA. Although the contact number was registered under the First Defendant’s name, it had been utilized exclusively for the operation and promotion of the business as advertised in DIFC Public Registry, Letterheads, invoices and the others.

part of the handover process. Instead, the number was improperly retained or misappropriated by the First and Third Defendants. This action has potentially compromised the business’s competitive position, including but not limited to the following:

existing and potential clients who were approaching the Second Claimant, thereby creating a misleading association with the Second Claimant’s business. This misrepresentation caused confusion among clients and third parties, leading them to believe they were engaging with the Second Claimant’s business. Consequently, the Defendants were able to divert clients and secure financial transactions for their own financial gain, resulting in unfair competition against the Second Claimant.

which pertained to the transfer of assets, by failing to disclose that the contact number was not an asset of the business. It appears that the Defendants retained the contact number with the ulterior motive of leveraging it to solicit clients to a competing business i.e Hair Crafter’s Company LTD (Second Defendant) a.k.a Grove Salon and/or Hair by Salah they had established prior to the sale of the Second Claimant’s shares.

( as confirmed in the statement of Sokol Cici, the agent who introduced the First Defendant to the First Claimant and would strictly adhere to the covenant under Article 4 of the Agreement. This clause explicitly restricts the First Defendant from engaging in any acts or activities that compete with the nature of the business for 3 years from the date of completion of the Agreement.

( as confirmed in the statement of Sokol Cici, the agent who introduced the First Defendant to the First Claimant and would strictly adhere to the covenant under Article 4 of the Agreement. This clause explicitly restricts the First Defendant from engaging in any acts or activities that compete with the nature of the business for 3 years from the date of completion of the Agreement.

regarding relocation and further argued that he is not legally restricted from competing against the Second Claimant.

(the Second Defendant) of a similar nature, which directly competes with the Second Claimant’s business and is located 2 kilometres away:

who are married, had acquired shares in an operating competitive business under the Third Defendant’s name prior to the sale of the Second Claimant’s shares to the First Claimant.

a. Solicit potential clients;

b. Misappropriate funds belonging to the Second Claimant; and

c. Conceal fraudulent misrepresentations concerning the financial status of the business, including concealment of liabilities.

the First Claimant. Furthermore, it has come to light that these funds, considered an asset of the business alongside its income, were used between the early months of 2023 until the mid of 2024 to pay off certain liabilities to an entity identified as ‘Liberty House’, the same entity that leases the properties where the Third Defendant is currently located. This raises a reasonable assumption that the business funds, including the loan proceeds, were utilised to acquire the Third Defendant’s shares and support its operations.

transactions in his capacity as the Director and owner listed on the business license for a certain period even after the payment for the shares were completed when on the other side the First Defendant was operating the Second Defendant along with his wife creating an evident conflict of interest

further enabling continued influence over the company and its affairs. The First Defendant has committed Deceit thus a violation of Article 31 of DIFC Law of Obligations which states,

accounts linked to the name “Hair By Salah,”.

and fame of the business, as well as its generated income, revenue, sales, and client records. These elements were allegedly reliant on the social media reach and credibility of the “Hair By Salah” trading name.

in Clause 1 of the Agreement. Consequently, the business has suffered significant losses due to the First Defendant’s continued use of the trade name, which retrospectively connects with the Second Defendant

to promote the services of the Second Claimant is now being used by the Defendants as evidenced in the issued tax invoices under the name “Hair By Salah.” Additionally, the Second Defendant operates from the Grove Salon location, which is registered under Hair Crafter’s Company LTD, and the written messages by WhatsApp confirms that the personal bank account of the Third Defendant serves as the official business account of the Second Defendant.

in its nature such as the POS system of the business which is an integrated software recently discovered was linked to the First Defendant’s email also, the business’s google accounts and google enabled location tracker was also connected to the First Defendant’s personal phone. Further, the First Defendant admits that he continues to have key access to the server for email and website, which he refuses to handover.

had been previously warned with penalty by the DIFCA for breach of Article 14(7) and 14(8) of the subject to Article 62 of the Data Protection Law, DIFC LAW NO. 5 of 2020 on 30 September 2021.

of contractual obligations. under Article 77 of the DIFC Contract Law, DIFC Law No. 6 of 2004 which states, “Non-performance is failure by a party to perform anyone or more of its obligations under the contract, including defective performance or late performance.” As a result, the damages include:

1. Loss of business revenue due to the failure to transfer and/or handover assets and clients

2. The reputational harm caused by the First Defendant’s actions, including the establishment of the competing business.

3. In cases of fraudulent misrepresentation, additional damages may be awarded to the Claimant.

Article 58, Co-operation between the parties  

“Each party is bound to co-operate with the other party when such co-operation may reasonably be  expected for the performance of that party’s obligations.”   

Article 60, Determination of the kind of duty involved  

“In determining the extent to which an obligation of a party involves a duty of best efforts in the  performance of an activity or duty to achieve a specific result, regard shall be given, among other factors,  to:  

(a) the way in which the obligation is expressed in the contract;  

(b) the contractual price and other terms of the contract;  

(c) the degree of risk normally involved in achieving the expected result; and  

(d) the ability of the other party to influence the performance of the obligation.”  

Article 58, Co-operation between the parties  

1. Failing to transfer 100% of the Second Claimant’s shares to the First Claimant as stipulated under Clause

1.1 of the SPA.

2. Refusing to provide full access and control over:

a. The Second Claimant’s bank accounts (RAK Bank and ADIB)

b. Social media accounts, including Instagram and the domain server for the company’s website and email

c. Customer contact numbers and other intellectual property that are essential to the business’s operations.

d. Continuing to exercise control over the Second Claimant’s financial assets and virtual assets, including intellectual property and operations after the sale.

3. The First Defendant also breached the non-compete clause:

a. Establishing a competing business, the Second Defendant (“Hair by Salah”), within 2 kilometers of the Second Claimant’s premises b. Diverting clients, suppliers, and goodwill to the competing business.

“Article 158(1)

A person is the fiduciary of another if he has undertaken (whether or not under contract) to act for or on

behalf of another in a matter in circumstances which give rise to a relationship of trust and confidence.”

(but not limited to) the following, as stated by Justice Sir Richard Field in the case of (1) Marin (2) Marita V Markku [2019] DIFC CFI 042 “The fiduciary duty to act with loyalty in terms of Article 159 (1) of the DIFC Law of Obligations

The fiduciary duty to act in good faith in terms of Schedule 3 (1) of the DIFC Law of Obligations

The fiduciary duty to exercise the care, skill and diligence which would be exercised in the same

circumstance by a reasonable person in terms of Schedule 3 (5) of the DIFC Law of Obligations.”

a. Engaging in self-dealing by diverting business opportunities to the Second Defendant.  

b. Misappropriating business funds to settle personal liabilities, including the AED 1 million loan.  

c. Failing to disclose material conflicts of interest, including the competing business operated with  the Third Defendant

i. Duty to act within powers (Article 53): A director must act in accordance with the company’s constitution and only exercise powers for their proper purpose.

ii. Duty to promote the success of the company (Article 54): A director must act in good faith and in a way they consider most likely to promote the success of the company for the benefit of its shareholders.

iii. iii. Duty to avoid conflicts of interest (Article 57): A director must avoid situations where their personal interests conflict with the company’s interests.

iv. Duty to exercise independent judgment and reasonable care (Articles 55 and 56): A director must exercise independent judgment and perform their duties with reasonable skill, care, and diligence

i. Continuing to act as the authorized signatory on the Second Claimant’s RAK Bank account after the sale, contrary to the Agreement and the Claimant’s instructions.

ii. Making unauthorized withdrawals of AED 28,677 payment for the loan’s EMI  from the company’s bank account after the sale was completed.

iii. Retaining access to and control over the Second Claimant’s social media accounts and email server, despite no longer having any legal or beneficial ownership of the business.

Instead, the First Defendant: i. Withheld critical business data, including customer and supplier information, from the First Claimant after the sale, hindering the smooth operation of the Second Claimant’s business. ii. Diverted clients, suppliers, and goodwill to the competing business, the Second Defendant (“Hair by Salah”), causing the Second Claimant to suffer significant financial losses iii. Allowed DIFCA regulatory fines to accumulate during his tenure as a director, failing to ensure compliance with corporate filing and licensing requirements

conflicted with those of the Second Claimant. The First Defendant breached this duty by: i. Establishing the competing business, the Second Defendant, in direct violation of the Agreement’s non-compete clause. ii. Diverting business opportunities and referrals from the Second Claimant to the Second Defendant. III. Using the Second Claimant’s confidential information, including customer lists, to solicit business for the Second Defendant.

skill, and diligence in discharging his duties. He breached this duty by: a. Failing to maintain proper financial controls and permitting unauthorized withdrawals from the company’s accounts. b. Allowing the Second Claimant to accumulate regulatory fines under DIFCA regulations and incurring debt with Suppliers, demonstrating gross negligence in the management of the company’s compliance obligations c. Failing to ensure a complete handover of the company’s assets and operational controls to the First Claimant, as required under the Agreement.

a. Financial losses resulting from the diversion of clients, suppliers, and revenue to the competing business.

b. Operational disruption caused by the misappropriation of business assets and failure to complete the handover process.

c. Reputational damage due to the accumulation of regulatory fines and failure to maintain the Second Claimant’s compliance with DIFC requirements.

a. Financial losses resulting from the diversion of clients, suppliers, and revenue to the competing business.

b. Operational disruption caused by the misappropriation of business assets and failure to complete the handover process.

c. Reputational damage due to the accumulation of regulatory fines and failure to maintain the Second Claimant’s compliance with DIFC requirements.

The Claimants respectfully request this Honorable Court to grant the following reliefs:

1. Damages and Compensation

i. AED 1,500,000 for the purchase price of the business, on the basis that the SPA was induced by fraudulent misrepresentation.

ii. AED 500,000 for losses arising from misappropriation of assets, inventory, and revenue.

iii. AED 250,000 for reputational harm and loss of goodwill caused by the Defendants’ actions.

iv. AED 150,000 to cover DIFCA regulatory fines and penalties incurred as a result of the First Defendant’s negligence.

v. Reimbursement of the Rent Charges overpaid by the Claimants

vi. Outstanding liability owed to the Supplier as a result of First Defendant’s non payment in the sum of AED 57,478.44,

vii. Due to the nature of the financial damages caused, the Claimants have appointed an independent financial expert to assess the damages incurred, including the anticipated damages. The Claimants reserve the right to amend them and the rest of the claims subject to the report.

viii. restitution of all funds transferred from the Second Claimant to the Fourth Defendant

ix. Compensation for all Property held on constructive trust by the Fourth Defendant for the Second Claimant;

x. Fourth Defendant to account to the Second Claimant for all profits made using the Second Claimant’s Property and/or the funds that were diverted to the Fourth Defendant by the First Defendant in breach of the First Defendant’s FIduciary Obligations to the Second Claimant and the Fourth Defendant’s acceptance of diverted corporate funds resulting in unjust enrichment;

2. Restitution for wrongdoings and unjust-enrichment An order for restitution in favor of the Claimant.

3. Account of Profits An order requiring the Defendants to account for all profits earned from the use of the Second Claimant’s assets, intellectual property, and diverted clients.

4. Injunctive Relief (RDC Part 25)

i. A freezing order preventing the Defendants from dissipating assets within or outside the jurisdiction.

ii. An injunction restraining the Defendants from continuing to operate the competing business (Second Defendant), “Hair by Salah,” within the restricted area.

iii. An injunction restraining the Defendants from continuing to use the contact number +971 55 6165769 to solicit potential clients and impede business of the Second Claimant.

5. Disclosure Orders

An order requiring the Defendants to disclose all documents and communications relating to the competing business, including financial records, client communications, and marketing materials. An order seeking the disclosure of undisclosed debts and obligations including concealed liabilities further disclosure of the Loan Agreement and financial statements for past 2 years in the RAK Bank Corporate Account which Claimants fail to have complete access.

6. Interest and Costs Interest on all sums awarded at the rate determined by the DIFC Courts. Costs of the proceedings, including legal fees incurred by the Claimants.

7.  Further or Other Relief

Any additional relief the Court deems just and appropriate.