RAKBANK business-financing liability
Sokol Representation and Contracts
I provided Sokol with Email address of the DIFC leasing management’s representatives,
Sokol Correspondence Chronology and document exchange
| Date | Key event | What the correspondence shows |
|---|---|---|
| 21 February | Initial contact | Sokol contacted me and arranged a meeting for the following day. |
| 26 February | DIFC contacts supplied | At Sokol’s request, you supplied the email addresses of two DIFC representatives: alma.fuentes@difc.ae and alia.metwally@difc.ae. |
| 26 February | Proposed approach to DIFC | In an audio message, Sokol proposed that the request for a new unit be presented as my own request without mentioning the proposed sale. I responded that I did not want to provide DIFC with incorrect information and proposed a meeting to agree on an accurate approach. |
| 28–29 February | New-unit enquiries | I communicated with DIFC concerning the proposed unit, informed Sokol that its monthly rent was approximately AED26,000, and sent GA-00-SZ-G0-RT-132. Sokol requested drawings and a visit. |
| 2 March | Further inspection | Sokol said he would speak to “them” and that the transaction appeared to be moving forward. I recorded that the prospective buyers attended and inspected the salon again. |
| 6 March 2024 | Confirmation requested | I requested a final decision by 10 March because another interested purchaser was waiting. Sokol stated that there was no problem from their side and confirmed the transaction was “100%.” |
| 13 March | DIFC application and business concept | I asked whether to submit the share-transfer email to DIFC. Sokol responded: “Not yet.” Sokol later provided Beauty salon concept, and the parties discussed the proposed services, business plan and 3D design. |
| 13–18 March | New-unit approval difficulties | I explained that the proposed spa concept might require a different trade licence and name. I repeatedly warned that DIFC approval and fit-out could take months. |
| 15 March | First proposed cancellation | Because of the delay and regulatory risk, I asked whether the transaction should be cancelled. Sokol responded that he understood. |
| 18 March | Transaction reconfirmed | Sokol stated in an audio message that the deal was “100%” agreed. After I proposed receiving 50% of the price first, Sokol said he had spoken to the buyers and that they agreed. He asked me to provide the points required for the contract. |
| 19 March | Incoming employees | Sokol supplied four employee-related documents and provided the proposed positions and salaries. I offered assistance with employment contracts and work-permit applications. |
| 20 March | Sokol identifies his role | Sokol stated: “I will be there as real estate company, Klesta the business buyer, and the CEO of the construction company as a partner.” This is direct evidence that he was participating as the real-estate representative while acting between me and Klesta. |
| 20 March | Premium International email | Sokol provided Info@pair.ae I sent the DIFC meeting request and copied him. This connects him directly to Premium International. |
| 20 March, 12:04 pm | First purchase-agreement draft | Sokol sent draft of Business Purchase Agreement, His audio message stated that it was a basic contract “prepared by my office”, that it had been sent to you and the other partners, and that both sides could propose modifications. |
| 20 March | Payment and transfer questions | I requested clarification of the sale date, payment method and payment date. I explained that payment of only 50% would create a temporary partnership requiring different contractual protections. |
| 20 March | DIFC share-transfer process explained | I explained that the contract and payment would come first, followed by the shareholder application, DIFC approval and the new constitutional documents. I expressly invited the buyers to verify the procedure directly with DIFC. |
| 20 March | Turnover guarantee challenged | I identified that the proposed one-month turnover guarantee did not specify the expected turnover figure. |
| 20 March | Personal non-compete rejected | I reproduced the proposed clause restricting me personally, and any entities controlled by me, from competing anywhere in Dubai for three years. I rejected it in writing. Sokol replied: “Is ok, we delete this.” |
| 21 March | Revised draft | Sokol sent a second drafted Business Purchase Agreement. I explained that the proposed 50% arrangement lacked a deadline for the remaining payment and therefore required detailed partnership terms. |
| 21 March | Partnership and bank-access terms | I proposed that there would be no bank access or cash withdrawals before full payment, that I would retain management during the temporary partnership, that fit-out costs would be paid by the buyer, and that the remaining 50% should be paid within 60 days. Sokol replied that he understood. |
| 22 March | Share Transfer Agreement circulated | I sent Amended Share Transfer Agreement and asked Sokol to review it. His audio transcript records that he would review it carefully and send it to the buyers. |
| 23 March | Additional financial reports | I sent official audited reports intended to provide a clear understanding of the preceding 12 months of business. Sokol replied: “Perfect.” |
| 24 March | Second proposed cancellation | I again offered to cancel the transaction, refund the money and add 5%. Sokol refused, stating that the buyers were ready and wanted to complete. |
| 24 March | Bank statement discussed | Sokol stated: “Tomorrow we take the bank statement and is ok.” I explained that this statement was required for DIFC share-transfer approval. |
| 25 March | Klesta’s identification | Sokol sent Klesta ID The parties discussed payment on signing and the transaction becoming effective following DIFC approval. |
| 25 March | Further non-compete discussion | Sokol attempted to explain the proposed non-compete restriction. I again objected to being personally prohibited from opening another salon. This confirms that the restriction was expressly disputed, not silently accepted. |
| 26 March | Completion preparations | Sokol supplied a further ten-page document and the email addresses of Klesta and Marsela. I stated that applications were being prepared for the incoming employees. |
| 15–16 May | Completion confirmed | Sokol asked whether everything concerning the salon had been completed. I replied that the remaining payment had been made and that everything was finished. Sokol responded that he was happy everything was completed. |
| 18–19 June | Later dispute and attempted mediation | Sokol offered to arrange a meeting with the Claimants. After the meeting, he expressed the view that the parties no longer trusted one another and that the partnership could not continue. |
| 21 June | AED8,000 deposit | I stated that an AED8,000 cash deposit made into the Company account would remain as compensation for items requested by the Claimants. Sokol acknowledged the message. |
Sokol Short oral account for trial
Your Honour, following the first contract, I communicated extensively with Mr Sokol, whom the Claimants themselves identify as their real-estate representative from Premium International.
The correspondence shows that Mr Sokol and the buyers repeatedly discussed the DIFC procedures, premises, proposed expansion, employees, salaries, work permits, fit-out requirements, financial information and the documents required to complete the transaction.
Mr Sokol actively negotiated the contractual terms. On 20 March 2024, he stated that he would attend the Meeting with the DIFC Leasing Management as the real-estate company and that Ms Klesta Eshja was the business buyer. He sent me an agreement prepared by his office and communicated the buyers’ comments and instructions.
An early draft contained a personal three-year restriction, preventing me from competing anywhere in Dubai. I expressly rejected that restriction in writing because I had other businesses and could not accept a personal restraint. Mr Sokol responded, “Is ok, we delete this.” The correspondence therefore shows that a personal non-compete obligation was proposed, rejected and agreed to be removed.
The request for payment by 2 installments and transition arrangements were also openly discussed. I explained that payment of only 50% would temporarily create a partnership situation and that full banking control could not be permitted before payment of the remaining purchase price and authority approval. I also invited the buyers to confirm the DIFC share-transfer process directly with the DIFC Authority.
Most importantly, I did not pressure the Claimants to continue. On 15 March, because of the delays and practical difficulties, I suggested cancelling the transaction. On 24 March, I again offered to cancel, return the deposit and pay an additional 5%. Mr Sokol communicated that the buyers did not wish to cancel and were ready to proceed.
The buyers therefore continued after inspections, negotiations, document exchanges, proposed amendments and two opportunities to cancel. In May, Mr Sokol asked whether the transaction had been completed. I confirmed that the remaining amount had been paid and everything was completed, and he responded positively.
I rely on this correspondence because it shows an openly negotiated transaction in which the Claimants and their representative actively participated, rejected cancellation and elected to proceed. It is inconsistent with the suggestion that I secretly imposed the transaction upon them or prevented them from making enquiries.
SOKOL-CICI-WhatsApp-Correndesnce
Article 30. Merger clause
“A contract in writing which contains a clause indicating that the writing completely embodies the terms on which the parties have agreed cannot be contradicted or supplemented by evidence of prior statements or agreements. However, such statements or agreements may be used to interpret the writing.” Contract Law
Article 14. Manner of formation
A contract is concluded by the acceptance of an offer.
Article 30. Merger clause
3. Formally rejected new terms
During the negotiations in March the First Claimant presented another draft of a contract that
4. Terms Conflicting the MOU
Because the Memorandum Of Understanding is a contract made by the First Claimant and it expressly assign all liabilities and obligations as to remain on the buyer that is why I refused to sign any conflicting agreement whereas I represent the company as debt free and the February disclosed Bank statements to the Agent included clear ongoing Loan transactions in the Name of the Company that is my draft of agreement maintained the sale structure initially started and was made optional to proceed further or terminate the entire transaction. these terms can not overridden now.
5. Amendment and Notice for rejection
I changed that draft to be a Company Share Transfer Agreement and modified its terms by relaying on the fundamental sale and purchase terms in the initial contract, On the face of the agreement, the two contracting parties are Hair Creators Salon Ltd, the Company; and Klesta Eshja, the Investor and I was identified as the Company’s representative and manager, therefore the newly introduced warranty against any third party and creditors was deleted if full and nevertheless replaced by a limited warranty concerning the company liability to landlord, shareholders and suppliers only. That term wherein the Seller as an individual is restricted from competing was changed to be binding the Second Claimant in its company capacity and the second sentence wherein that any company I managed is also restricted was deleted entirely. The Due Diligence was extended to 1 extra month.
Because I did not have the First Claimant’s phone number or email Address, I sent Agreement’s Draft to the Agent on 22 March 2024, subject for approval or rejection by the First Claimant and on 24 March I requested the termination of the entire deal in writing and offered 5% extra on the top of the deposit paid but avoided the unilateral or un-agreed cancellation because of the restriction in clause 4 of the earlier contract. the Agent or Mr Sokol refused the cancellation and stated that they agreed the share transfer terms and are ready to proceed.
Article 25. Writings in confirmation
“If a writing which is sent within a reasonable time after the conclusion of the contract and which purports to be a confirmation of the contract contains additional or different terms, such terms become part of the contract, unless they materially alter the contract or the recipient, without undue delay, objects to the discrepancy in which case the confirmation shall have no effect.” the DIFC Contract Law
Article 13. Notice
(1) Where notice is required it may be given by any means appropriate to the circumstances. (2) A notice is effective when it reaches the person to whom it is given.
Rules of the DIFC Courts for electronic documents
RDC 28.1–28.2: “Document” includes electronic documents, emails and other electronic communications, together with associated metadata. RDC 28.4: A copy must conform fully to the original, and the Court may require the original for inspection. RDC 28.10–28.14: Parties must address preservation and production of electronic documents. RDC 29.9: The Court controls the nature of the evidence and how it is presented. RDC 29.26–29.28: An electronic exhibit should be properly identified and verified by the witness relying upon it.
6. Negotiations followed the Amendment
The First Claimant became aware that following my clear rejecting to sign warranty against third party’s debt specifically the rejecting to warranty any debt to creditors for the purchase price of 1.5 million she offered, that these obligations formed part of the agreement and that the Company remained liable to banks, or third parties.
Regardless the purchase price, I made it clear during these negotiations that I will not sign any non competition term imposed on me in a personal capacity therefore the First Claimant was made aware that lawful competition remained as an open right, it was within her power to terminate the transaction and get refunded pursuant to Clause 7 of the foundational contract dated 14 Feb 2024. following the submission of the agreement draft. Mr Sokol expressed dissatisfaction on behalf of the First Claimant regarding the strict terms of the STA and my response was straightforward, please cancel the deal, you will be refunded and my lawyer will call regarding documented cancellation.
49. Intention of the parties
(1) A contract shall be interpreted according to the common intention of the parties.
(2) if such an intention cannot be established, the contract shall be interpreted
according to the meaning that reasonable persons of the same kind as the parties would give to it in the same circumstances.
the DIFC Contract Law
50. Interpretation of statements and other conduct
(1) The statements and other conduct of a party shall be interpreted according to that party’s intention if the other party knew or could not have been unaware of that intention.
(2) such statements and other conduct shall be interpreted according to the meaning that a reasonable person of the same kind as the other party would give to it in the same circumstances.
51. Relevant circumstances
regard shall be had to all the circumstances, including
(a) preliminary negotiations between the parties;
(b) practices which the parties have established between themselves;
(c) the conduct of the parties subsequent to the conclusion of the contract;
(d) the nature and purpose of the contract;
7. Any misrepresentation of these terms including
their actual meanings or implications or any misleading statements of what was negotiated, rejected or accepted made by the First Claimant’s real estate representative to the her does not make me liable for what I contractually rejected to be liable for.
I had no phone or email to be in contact with the First Claimant herself, only on 26 March at 12.14 Pm I received her email address from Mr Sokol after the Share Transfer Agreement was executed already on the same by morning time and during the meeting the First Claimant appointed Ms Marsela to be her due diligence representative.
8. Post Contract Disclosures
28 March 2024 emailed Marsela a system-generated RAKBANK transfer receipt for AED 5,253.79, identifying Hair Creators Salon Ltd and account ending 1001. this Direct documentary proof that the Claimants’ representative possessed knowledge of the existence of RAKBANK accounts even before the effective date transition period and was able to request any information necessary about that bank account. on the same day Marsela using WhatsApp requested handover of documents and the same was made available to them including bank statements.
30 March 2024 Marsela requested an additional Rak Bank POS machine and it was latter supplied to her.
31 March 2024 I explained to Marsela that sales from 1 April would remain in the bank, that no withdrawals would be made any of the parties.
1-2 April 2024 I Sent Marsela several clearance transaction’s proof and the available stock of products as inventory list of 1 April 2024, This record contains both RAKBANK account identifiers and an image headed “Loans & Finances.” and the available balance in these accounts. she requested via WhatsApp Voice note a further handover of documents from the company accountant and control of the bank account. I requested her to send me a list of the documents they require from me and I will email them all to her, and regarding full access to the bank accounts that would only be made available after the DIFC initial approval of the proposed share transfer as per the Agreement terms, and the informations related to accounting matters will be all available directly from the company accountant on next day.
Her documented response was that ““I don’t want to have bank access but at least you have reports.”” this was followed by daily updates of the balance in the two accounts from RakBank with screenshots containing loan and finance identifier section, until 16 April the day that the Initial DIFC approval was issued on 17 April is the day that the Claimant appointed Manager accessed the company digital banking with no restriction of any kind and maintained the daily access whereas the daily screenshot were no longer needed, yet made no further inquiry regarding any bank statements or transactions, claimed no termination and did not request any further documents, agreements or contracts at any point of time.
My Defence is that Ms Marsela is the First Claimant representative and the first think she requested was banking information 1 day after the contract and the Bank Statements were made available to her and I don’t that can be denied, now both of the Company Accounts whether Rak or ADIB banks records loan transactions and deductions in the name of the Company, while the First Claimant held the right to terminate the agreement and be refunded pursuant to Clause No. 5 at any time before the submission of the final application to the ROC by med May.
9. Knowledge of the Loan
9.1 The Probationary Period term no.3 allowed the First Claimant or her representative to utilise, review and make banking transactions by an approval of the Company manager from the date of the agreement, The Claimants could therefore receive and inspect banking reports, view account information and request approval for particular Company transactions. This is consistent with Clause 2 paragraph (1) as a transitional control and approval mechanism when only 50% of the purchase price was paid. while Clause 2 paragraph 5 permitted the First Claimant to terminate the agreement and get refund.
9.2 I was the manager whose approval was required. I received and refused no request to inspect banking information or to authorise a specific Company transaction. The Claimants have produced no request followed by a refusal and have not identified the date, person, communication or transaction concerned.
9.3 They in fact reviewed the account during April before the completion of the transaction, The First Claimant’s admitted supervised access and relied on screenshots showing the loan details especially the earlier SCT filing contains authentic RAKBANK business-portal screen showing: Loan under “HAIR CREATORS SALON LTD” and the agreement number 20669222.
9.4 It is important to clarify that the First Claimant is not registered as an Authorised Signatory in Rak Bank till the date following her refusal to replace the instrument guaranteeing the Business financing Loan. I submit that these screenshots including a full bank statement filed on 7 Jan 2025 are evidence that the Claimants following the DIFC initial approval in April logged in the account, paid salaries transferred amounts between the two corporate accounts.
49. Intention of the parties
(1) A contract shall be interpreted according to the common intention of the parties.
(2) if such an intention cannot be established, the contract shall be interpreted
according to the meaning that reasonable persons of the same kind as the parties would give to it in the same circumstances.
the DIFC Contract Law
50. Interpretation of statements and other conduct
(1) The statements and other conduct of a party shall be interpreted according to that party’s intention if the other party knew or could not have been unaware of that intention.
(2) such statements and other conduct shall be interpreted according to the meaning that a reasonable person of the same kind as the other party would give to it in the same circumstances.
51. Relevant circumstances
regard shall be had to all the circumstances, including
(a) preliminary negotiations between the parties;
(b) practices which the parties have established between themselves;
(c) the conduct of the parties subsequent to the conclusion of the contract;
(d) the nature and purpose of the contract;
10. most difficult questions to expect from the judge
Mr Masri, Term 3 states that no online or in-branch banking access was to be granted before full payment.
On what contractual basis do you say that the Claimants could access the account on 17 April, and how do you distinguish supervised viewing from the access prohibited by Term 3? I do not contend that the First Claimant had an unrestricted contractual right to online banking access before completion. Clause 2(1) permitted financial due diligence through the Company’s books, records, reports and printed bank statements, while Term 3 restricted unrestricted online access before full payment. Term 3 also separately contemplated transactions being approved by the Manager.
On 2 April 2024, I explained that full login access would follow DIFC approval together with full payment and completion of the share transfer. Ms Marsela replied that she did not require bank access at that stage and wanted financial reports instead.
Following the initial DIFC approval on 17 April 2024, the incoming management was permitted to view the RAKBANK account as part of the operational handover. I do not suggest that this initial approval was the final ROC completion. To the best of my recollection, I refused no legitimate request for banking information or assistance, and the Claimants have identified no contemporaneous request that I rejected.
Apart from your own recollection, what contemporaneous evidence proves when Rexhina, Lolita or the First Claimant first viewed the RAKBANK account.
whose credentials were used, what information they saw, and whether any credentials were formally handed over? To the best of my knowledge, the same RAKBANK username and password were used by me and the former accountant, Mr Shadi Zayat. I am not aware of any separate viewing-only account.
My evidence is that, on or around 17 April 2024, Mr Shadi used those credentials to demonstrate the account to Ms Rexhina as part of the handover. She was shown essential banking functions and information concerning salaries, suppliers, balances and payments. The formal handover of the credentials to the newly appointed accountant, Ms Lolita, occurred on or around 1 May 2024.
I did not obtain a written acknowledgement because this was an ordinary operational handover and no dispute existed at that time. The Claimants’ own evidence nevertheless corroborates access: their screenshots show access to the RAKBANK loan-information page, their pleaded case admits supervised access, and Ms Lolita states that she received the RAKBANK and ADIB credentials from Ms Rexhina. Those matters demonstrate access, although the precise login date and user should ultimately be confirmed through RAKBANK’s audit records.
Even if the Claimants accessed the loan information in April or May 2024, how does that answer their allegation that the RAKBANK loan was not expressly disclosed
before they signed the STA and paid the purchase price? Why was such a substantial liability not specifically identified in writing before contracting? Before execution of the STA, I had no direct contact details for the First Claimant and had not met her personally. The negotiations and requests for information were conducted through Premium International and its representatives. The Claimants themselves plead that Mr Sokol and Premium International negotiated the transaction on the First Claimant’s behalf.
On 19 February 2024, Mr Aldo requested the trade licence and one year of financial statements. I supplied two ADIB statements comprising approximately 122 pages. He subsequently stated that “they see the transactions,” requested financial projections and said that he would share the information with them. Those statements contained visible loan-related deductions in the Company’s name. I had also informed the representative of the existence of business financing.
The 14 February MOU recorded the proposed acquisition of the business together with its liabilities and obligations. I rely on that document as evidence of the negotiations and the context of the transaction, rather than as replacing the final STA.
I accept that the ADIB statements did not necessarily set out every term of the separate RAKBANK facility. My position is that I never represented that the Company was debt-free, I disclosed financial records through the First Claimant’s chosen representatives, and the STA provided due-diligence and termination rights if information supplied was invalid or misrepresented. When the RAKBANK details became visible during the transition, the First Claimant did not make a contemporaneous objection or exercise the contractual termination right. I rely on that conduct as relevant to knowledge and reliance, not as a retrospective substitute for disclosure.
You say the RAKBANK facility was disclosed before the STA. Can you identify one contemporaneous document sent before execution
that expressly disclosed RAKBANK, the AED 1,012,221 principal, repayment period, outstanding liability and security? If no such document exists, why should the Court infer full disclosure merely from loan deductions in the ADIB statements and the general words “all liabilities and obligations”?
The disclosure of the RakBank loan was initially made to premium international during the very first in person negotiations at the salon facility, the existence of the loan, the amount of it and the agreement were verbally made known to Mr Aldo before any contract was executed and I initially sought 2.5 million AED as a selling price including clearance of such liability, this disclosure is supported by the witness statement of the salon former receptionist Ms Danica and the former accountant Mr. Shadi as both witnessed the documents printed and handed to the representative at a time I had no formal communication with them, following the the MOU was drafted and presented by Mr Sokol without having any documented request for disclosure is ever made via email and no further request of any documents was even made via other means of communication. The representative conducted reflected their understanding of the loan existence and I relay on the absence for any documents disclosure following the contract, I submit that my document rejection to sign a warranty against debts for third parties prior to the execution of the STA and specifically my rejection to sign warranty against debts for creditors was sufficient to place the first claimant on a notice or make her aware that the transaction is not and will not be debt free, I further note that even after my documented rejection for such terms the claimants and their real estate Agent made no request for any disclosure or information at any point of time as a supporting fact that the loan existence was known for them.
You have referred to Rexhina viewing the account on 17 April, formal delivery of credentials to Lolita on 1 May, and the fact that the precise handover date cannot now be conclusively proved.
With no signed handover and shared credentials also used by you and Shadi, what objective evidence proves that the Claimants’ team independently accessed the RAKBANK account before completion or the second payment?
The disclosure of the RakBank loan was initially made to premium international during the very first in person negotiations at the salon facility, the existence of the loan, the amount of it and the agreement were verbally made known to Mr Aldo before any contract was executed and I initially sought 2.5 million AED as a selling price including clearance of such liability, this disclosure is supported by the witness statement of the salon former receptionist Ms Danica and the former accountant Mr. Shadi as both witnessed the documents printed and handed to the representative at a time I had no formal communication with them, following the the MOU was drafted and presented by Mr Sokol without having any documented request for disclosure is ever made via email and no further request of any documents was even made via other means of communication. The representative conducted reflected their understanding of the loan existence and I relay on the absence for any documents disclosure following the contract, I submit that my document rejection to sign a warranty against debts for third parties prior to the execution of the STA and specifically my rejection to sign warranty against debts for creditors was sufficient to place the first claimant on a notice or make her aware that the transaction is not and will not be debt free, I further note that even after my documented rejection for such terms the claimants and their real estate Agent made no request for any disclosure or information at any point of time as a supporting fact that the loan existence was known for them.
The general understanding is that a material information such as the Business Financing Loan information is to be disclosed one time and before the Share Transfer Agreement was executed on 26 March the matter was comuni three concepts that the STA treats differently: receiving banking information, being shown an account under supervision, and being granted independent online or transactional access. That distinction determines whether