Salah Documents

Your Honour, The earlier drafts supplied by the Claimant’s representative expressly identified the Company as the Seller through which my understanding of the seller identity emerged. The final STA is an amended version of these drafts and retained some earlier terminology, including “Seller” in the liability paragraph and in the signature section, My understanding was therefore the Company itself remained obligated of its pre-completion liabilities, I invite the Court to review the rejected liability wording regarding third parties and creditors with the resulting amendments available in the drafting history, I submit that they are relevant to deciding whether I personally undertook to clear the Company’s financing debt.

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2.1 After Signing the STA, The First Claimant requested me to communicate with Mr Marsela from that point onward. On 27 March, Marsela introduced herself by WhatsApp and asked me to contact her about everything. I emailed her RAK Bank transaction proof including the Account holder name Hair Creators Ltd and the account number and confirmations of payments to DIFC Investments on 28 March. no response for further document using emails was received.

2.2 On 28 March Ms. Marsela via WhatsApp requested access to salon system, CCTV Camera, Bank and handover documents and other control material, I responded that all will be prepared including Bank Statements, and indeed received via whatsapp several clearance related payments and inventory list from me apart from what was supplied through the former accountant separately.

2.3 On 2 April, Ms Marsala via WhatsApp said “ she did not have a proper handover from me and that she had to take a clearance for the bank” and requested further handover of documents. in a written a replay I requested her to provide me list of documents they require so that I send them by email and by voice note I replied inviting her to read the Agreement terms and clarified that only once the DIFC approve the request of adding shareholder the bank access will be provided. And further provided her access to digital storage system where all documents are stored along with screenshot of the RakBank account showing the available balance at the handover date. She subsequently clarified that she wanted reports rather than bank access.

2.4 At the time, The access to the archived accounting documents was not denied or disclaimed, and no further requests for statements or documents was made afterward.

2.5 At the time, Marsela’s requests concerning bank clearance and the handover made me concerned that my earlier refusal to accept the broad wording concerning liabilities to third parties, including creditors, might not have been fully communicated to her or understood in the way I intended. The inconsistent references to the “Seller” in the documents added to the uncertainty. I therefore sought a clearer, professionally drafted agreement recording the parties’ respective responsibilities, so that we could proceed with a common understanding.

2.6 The arrangements for the 3 April meeting with Mr Eshja are documented. the account of its discussion is my recollection. I proposed a professionally drafted agreement with detailed terms addressing the outstanding matters before the shares are formally transferred as the time still permits. The discussion included my budget for purchasing 10% of the shares including the cost and other requirments for setting up the hair academy section within the salon and my expectations of its turnover. I recall that he was interested in the proposed partnership and suggested one contract to document all aspects of the agreement pending some comments from a person called Ms Artenisa.

2.7 On 16 April via documented voice note I informed Mr Eshja that had been unable to complete the discussion with Artenisa and sent him written partnership proposal including my investment figures and other financial details. His recorded response repeatedly expressed interest, stated that “we will sign together” and told me not to worry. He also referred to small changes and comments still awaited from Artenisa. I understood that the proposal was progressing as a solution for what’s left unclear or misunderstood in the STA, although its detailed terms remained under discussion.

2.8 On 17 April, I informed Mr Eshja that I received the DIFC Committee approval for adding the First Claimant as a shareholder with an advise to proceed with formal submission, through which the 50% of shares was planned to be transferred as per the STA written terms, but that approval came with the Committee decision to place his SPA project on hold therefore his SPA expending plan was not approved and that he can not lease or rent the Retail Unit 132 which I assisted him to request its addition under the Salon Trade License. {Annexure required }

2.9 On 20 April in writing I renewed my invitation to discuss the details regarding the new agreement and confirm it as we need to send email requesting shares transfer to the DIFC, his response was “do not share with them any email, tomorrow I will call you, and we discuss the contract“. followed by email on 24 April from Ms Marsela stating ” as per agreement in the meeting held on 23 April with Mr. Luli we accept your proposal with 10% shareholder.” and referred to a lawyer review of the agreement terms before they send me back a draft. {Supporting material Available }

3.0 The 23 April meeting was important if not detrimental because I openly discussed with Mr. Eshja that I was willing to invest up to 500k in the partnership of the Second Claimant divided as 200 to 300 Thousand as a price for 10 to 15 % of the shares and approximately 200 Thousand for the setup of the Academy section within the salon, I was further willing to share 40% of the education income and contribute with the monthly financing repayments and referred to the turnover of Hair Creators Academy FZ LLC as an example of the earlier established name, clientele, database, educational programs and its KHDA approved license therefore the Finance liability settlement was intended to be from the hair education income. {Supporting material Available }

3.1 At the time, his express assurance and acceptance were my reasons to believe that the partnership itself was a solution for any unclear liability assignment and monthly financing repayments would continue to be paid from the same Account and the promise that my name would remain in the company documents and trade license renders the changes of the Authorised Signatory in the bank records unnecessary.

3.2 On 25 April Ms Marsela WhatsApp and phone call requested to pay the remaining price of the 90% shares keeping 10% under my name but after the share transfer and registration which was not part of any agreement, I refused that and requested draft of the contract first. on 26 April via WhatsApp she sent me draft of a Trust Agreement I rejected it in writing because its terms do not clarify the parties rights and obligation while it permits the First Claimant to take back the proposed 10% shareholding at her discretion, without my consent regardless the price I pay and nothing in it reflect the investment and partnership I had proposed or qualify the earlier executed STA.

3.3 following that Ms Marsela via phone calls requested to pay me the remaining 750k inside DIFC office at the time I transfer the shares, I responded via voice not inviting her to visit the DIFC by herself and verify the steps of the process because what I know that is not option Available by the DIFC I further requested final decision to proceed with registering 100% or immediate cancelation of the entire transaction by supervision of 2 lawyers to protect each party’ financial matter or paid money, her written response was Mr. Eshja will call me.

3.4 On 30 April I emailed the First Claimant copping Mr Marsela and separately Mr Eshja a FInal Notice of Contract termination grounded on Clause 2 Term or Item No.2 of the STA permitting the Company rights for termination in the event of late payment. no response by emails was made.

3.5 Mr. Eshja requested late meeting on 30 April during which he refused to cancel the entire transaction and decided to have 100% of the shares transferred on next day 1 May without requesting any amendment of the STA before the Second payment of 750k on the bases that he is still interested in the partnership proposal pending some agreed details from Ms Artenisa to be made after the 100% of Share registration.

3.6 Based on the 25 March request made by the First Claimant, the STA effective date was as per the Clause 1 linked to the DIFC approval of the proposed Shareholder which was documented on 17 April read together with Clause 2 Term 5 extending her exercisable termination rights through 18 May. The request to register 100% of Shares was submitted on board resolution and confirmed via formal email to the DIFC Authority on 1 May in a meeting during which Ms Marsela paid the remaining 750,000, my documented Voice note in which I informed Mr Eshja that the Username and password will be given to Ms Marsela by Mr Shadi.

3.7 I rely on the documented Voice note I received in reply from Mr. Eshja saying thank and no denial of the Access to any of the Company bank accounts was made throughout May, June nor was there any objection, Complain or request for termination made in time after the Claimants employees fully utilized the bank Accounts with no restriction of any kind and I Further relay on the Busniess Financing Details showing in the Screenshots filed by the Claimants as an evidence that the Financing details were visible banking portal to any person signs in the account therefore if the allegation that the Financing Facility was concealed are true then the First Claimant could have her contractual rights under the STA to place a termination notice and cancel the entire agreement before fully proceeding with registering the Shares and the Trade License.

3.8 I have not received any Notice, objection or not even a question regarding the Financing Facility within the contractually agreed time for termination or before the Claimants became aware that the Financing Facility is guaranteed by a pay Cheque with value of 1.300,000 signed by me in personal capacity which means no legal action can be taking from the financing bank directly against the Company or its new shareholder.

2.1 The first contract I signed with the First Claimant contained no representation that the company was free of liability or any warranty that the existing debts will be cleared, Clause 1 of the contract clearly state “the company was purchased together with its liabilities and related obligations” based on the Agent explanation, that retained-liability term was the First Claimant’s offer if form of exchange for an equally reduced purchase price to the outstanding financing obligation as of 21 Feb 2024, from 2.5 down to 1.5 million AED.

2.2 Subsequently the Agent informed me that the Buyer has placed new terms and sent me another drafted sale and purchase contract, in which the Company is defined as the Seller and represented by me and the First Claimant as a buyer, That draft included a warranty provision made of 2 parts stating that the buyer has no liability or obligation to Any Third Parties including but not limited to Creditors, and the second part was that any pre-completion liability remains the Seller’s liability. that draft further included a competition’s provision addressed to me in person using the the words “This restriction applies to the Seller as an individual and to any entities controlled by the Seller“, on the same day I met the Agent and clarified to that Rak Bank is a third party who credited the financing facility and the post-sale competition covenant was not part of the agreed sale therefore I refused to sign and rejected the contract. the next day 21 March the Claimant sent a third sale and purchase contract offering to buy only 50% of the business. I refused that draft as well.

2.3 A partially amended version of the same draft was sent back to the Agent including my counter-terms wherein the unlimited liability warranty against any third parties together with the specified one for Creditors or Banks were deleted from the draft. The second sentence of the proposed warranty was kept as is wherein the company itself is defined as the seller remains liable for its own liability. The full sentence of the competition’s restrictive words including “This restriction applies to the Seller as an individual” was deleted and replaced by the word “Company” along with 6 other terms were changed to clearly be addressing the Company in its Company Capacity and any reference to me in person was a by word “Company Manager” or by my name.

This amended draft was sent for a review together with an offer of 5% extra on top of refunded payment to cancel the entire deal but the Agent refused the cancellation.

2.4 On 25 March, Mr Sokol returned photographs of the amended agreement containing handwritten comments and ticks, including a tick beside the amended no liability provision without any written objection or request for further documents or information which to me by the relevant time represented acceptance on behalf of the buyer. He only requested wording extending the non-competition restriction to me personally. I objected in my voice note at and shortly afterwards requested cancellation in writing. Mr. Sokol said “leave it like this” and “ we close the deal tomorrow” but 40 minutes later he raised the non-competition point again, reading the provision addressed to the Company and arguing for a personal restriction. I refused further negotiation but avoided sending a formal notice for termination because Clause 4 of the February contract imposed restriction on my rights for unilateral termination for any reason.

2.5 Mr. Eshja took over the negotiation, I clarified to him that, to my understanding the Financing repayment obligation remained on the company itself pursuant to the agreed terms of the executed contract in February in which the buyer agreed to purchase the entire business including all liabilities and obligations related to the business for 1.5 million, therefore I refused the inserted wording that “the buyer has no liability to any third parties including creditors without limitation” and I do not agree to personally clear any liability except for Landlord and suppliers only if the purchase price remains 1.5 million.

2.6 I invited Mr. Eshja to accept a friendly termination with refund because the personal post-sale competition restriction and liability assurance terms should have been requested before any contract was formally executed therefore these terms are rejected and my preferred option was an agreed cancelation.

2.7 Mr. Eshja did not deny receiving any document nor he requested any further documents. he requested me to refer to him directly for any future matters and expressed his acceptance to me by the words ” we are closing it tomorrow ” in response I demanded an urgent final decision.

2.8 the Agent Mr. Sokol introduced me to the First Claimant on 26 March in person for the first time in the salon along with Ms Marsela to execute the agreement, but he did not prepare a refined draft of the Amended Agreement and the available draft was containing issues such as TL number, wrong definition of the transferor and transferee identities at the execution block on the final page and elsewhere in draft including the wrong date, the First Claimant signed it before any correction in its present form before the Court so I did.

2.9 Ms. Marsela reviewed Rak Bank statements including records of 2024, that room in which the meeting was held is equipped with high quality CCTV system and I invite the Court to examine its records even if the alleged deletion happen, I believe the data are recoverable.

MOU page 2 ” The Seller does not possess a unilateral right to terminate once executed “for any reason.” ”
The STA under clause 2. then sub-clause 2 ” the Company “acknowledges and agrees that it dos not possess the unilateral right to terminate this Agreement once executed…”

The presentation I made to the Claimants’ real estate representatives concerened the Salon turnover vs its basic expenses to Mr. Aldo on 7 Feb 2024 while the business selling price was negotiated with Mr. Sokol between 14 feb,,

A – On 7 Feb I met Mr. Aldo for the First time in the Salon, he made inquiries concerning the financial position of the salon turnover, the core operational cost and the total monthly expenses, he received documents directly from the accountant including system generated sales reports of the earlier period, bank statements and printed copy of Business Finance facility were printed and handed over to the Agent.

B – In my presence the former accountant explained the income records and assisted Mr Aldo to understand the net profit as demonstrated by the documents. Mr. Aldo clarified that he needed to have only the basic operational expenses of the salon in order to discuss the same with his Client and requested that be prepared on a separate document, the printed documents were taken by Mr. Aldo.

C – On 13 Feb Mr. Aldo introduced Mr. Sokol via WhatsApp and requested me to meet him, during that meeting I informed Mr. Sokol that the selling price is 2.500 million AED inclusive clearance of all previous liabilities. Mr. Sokol made no inquiries and asked no questions regarding any liability.

D – On 19 Feb Mr. Aldo requested a Statement Of Account covering 12 month be sent via WhatsApp and received the same further he confirmed that his Clients saw the transactions and reminded me to send him the basic expenses list he requested earlier with the monthly turnover, the net income and net profit. the former accountant prepared a list of the basic operational expenses with the Monthly turnover relying on the audited income reports in one samplified Monthly Projection sheet which sent via WhatsApp on 21 of Feb,, Mr. Aldo confirmed receiving the same and no further financial document was ever requested after that.

The turnover added to this projection sheet was accurate to total sales submitted to the DIFC Investments with identical figures provided by the Auditor in his yearly report.

If they deny knowing Aldo ask hoe then Sokol stated My EID Number on the MOU?

E – On the Same Day 21 Feb by 9 Pm Mr. Sokol requested another meeting the next day, he presented an alternative proposal drafted as a contract wherein the buyer offered to buy the business together with all liabilities and obligations related to it for 1.5 million instead of 2,500,00 million and provided 100,000 in cash as deposit, such counteroffer was never discussed at any prior point and never presented in a documented email or WhatsApp.

F – Clause 1 expressly includes the purchase of the business together with all of its liabilities and related obligations. Clauses 5 and 7 refer the validity of information actually provided by the Seller. I submit that this reference was in fact to the financial documents earlier provided to Mr Aldo. The Buyer was entitled to conduct due diligence. Clause 7 allowed the Buyer to terminate and recover the deposit. Clause 4 restricted me from cancelling the agreement for any reason. This contract contains no representation that the company was free of loans or liabilities, no personal non-competition obligation against me, and no specific disclosure to be made without being requested. this was the contract upon which I agreed to sell my company.

G – On 20 March, Mr. Sokol sent me a draft of a second Sale and Purchase contract with additional terms that materially conflict with the agreed terms. such as a provision labeled

{ No Obligation to Third Party } stating that ” the buyer has no obligation or liability to any third parties including but limited to creditors“. I rejected that term because the Financing Bank is a creditor and is a third party. and a term labeled

{ Non-Competition Agreement } intended to restrict me as an individual and any company I own or control from competing. I rejected these terms in writing immediately but at the same time I avoided breaching clause no.4 of the initial contract which restricted my right for un-agreed termination of the contract for any reason and invited the Agent for a meeting to negotiate.

H – during the 20 March meeting. I informed the Agent that I will not sign any warranty against third party that includes creditors because the financing bank was a creditor and regarding the newly proposed turnover guarantee provision I provided Mr. Sokol an audited report proving that the company yearly turnover was between 3,900,000, to 4,400,000 and clarified that the business financing repayment of 336,000 yearly is less than 10% of the company yearly turnover if calculated on the monthly basis of 28,000. and I do no except the non competition terms entirely.

I – following the 20 March meeting, the First Claimant changed her mind and requested by way of drafted contract sent via WhatsApp to purchase only 50% of the shares only instead of the entire business, in this draft the First Claimant did not refer to the earlier executed contract dated 14 February as if did not exist. I also refused that contract and sent Mr Sokol copy the audited report along with my terms in writing so that he can consult his client.

I – I amended the drafted contract that I received via WhatsApp to be a Company Share Transfer Agreement as to include my required terms, the warranty against liability to creditors or any third party was deleted, and replaced with exclusive one for Suppliers, Landlord, or customers, or other stakeholders, the restriction for competition was changed to bound the company itself not me as individual. these amendments were sent in form of draft to the Agent and at a time when only a deposit of 100K was paid.

J – I submitted contract cancelation request in writing to the Agent after the First Claimant histated or appeared to be unsure about my terms and offered them immediate refund before the Claimant accepted the terms in the Share Transfer Agreement as they are.

Your Honour, the Claimants rely upon the words “responsibility of the Seller” as though the agreement expressly defined me personally as the Seller. It did not.

Both immediately preceding Business Purchase Agreement drafts supplied by the First Claimant’s representative expressly defined Hair Creators Salon Ltd, represented by me, as the “Seller.” The same pre-completion-liabilities sentence appeared in both drafts. Under their own definition, therefore, that sentence referred to the Company.

When the document was converted into a Company Share Transfer Agreement, the principal terms were changed from “Seller and Buyer” to “Company and Investor,” but the conversion was not completed consistently. The final page still uses the former expressions “Buyer” and “Seller,” still describes the document as a “Business Purchase Agreement,” and retains the earlier Seller/Buyer signature headings.

Within the liability paragraph itself, the earlier reference to the “Seller’s business” was changed to the “Company’s business,” while the immediately following sentence accidentally retained the former word “Seller.” If “Buyer” corresponds to the Investor, then “Seller” correspondingly means the Company, exactly as it had been expressly defined in both drafts supplied by the Claimant’s representative.

I therefore submit that this residual expression cannot properly be isolated and converted into an unexpressed personal guarantee by me to discharge every corporate creditor or the Company’s bank finance. The Company remained responsible for its own corporate liabilities.

Both Drafted Contracts 20 and 21 March 2024, p.1 expressly define the “SELLER: HAIR CREATORS SALOON LTD … represented by Salah M Adel Masri … hereinafter referred to as the ‘Seller’.” Both drafts then use the same liability sentence: “Any liabilities or obligations arising from the Seller’s business prior to the completion of this Agreement shall remain the responsibility of the Seller.” Under the Claimants’ own drafts the express definition, “Seller” in that sentence means Hair Creators Saloon Ltd – not me personally.

Both PDFs have metadata identifying “Sokol Cili” as the author. The Share Transfer defines “the two parties,” and describes me as representing the Company. The final page retains several expressions copied from the earlier Business Purchase Agreements: signature headings “SELLER” and “BUYER.” “Buyer,” although the defined expression is “Investor”; “Seller,” although “Seller” is not defined in the STA; the statement that the parties executed “this Business Purchase Agreement,” although the document is titled Company Share Transfer Agreement;

Most importantly, the liability paragraph itself demonstrates partial editing:

“The Buyer has no obligation or liability to Suppliers, Landlord, or customers, or other stakeholders of the Company’s business…” The earlier references to “creditors” were removed, “Landlord” was inserted, and “Seller’s business” was changed to “Company’s business.” But the following sentence still retained the old language: “Any liabilities or obligations arising from the Seller’s business … shall remain the responsibility of the Seller.” That is objective evidence that “Seller” was a residual expression carried over from the Agent’s drafts, rather than a new definition making me personally responsible.

The logical mapping is: residual “Seller” = defined “Company,” Hair Creators. residual “Buyer” = defined “Investor,” Klesta; as The two immediately preceding drafts confirm precisely that mapping.

The Claimants’ likely response

They will probably rely on:

• the signature block stating “SELLER – Name: Salah M Adel Masri”; and
• the commercial argument that a shareholder ordinarily transfers shares, rather than the Company transferring its own shares.

Those points create an ambiguity, but they do not conclusively establish a personal debt warranty because:

• the opening provisions identify the Company and Investor as the two parties;
• you are identified as representing the Company;
• the Company is the transferring and covenanting party throughout the operative provisions;
• the signature page contains several other obvious carry-over errors;
• the Company stamp appears beside the execution section; and
• there is no express statement that “Salah Masri personally guarantees, indemnifies or shall discharge” the Company’s bank debt.

When the Agent’s drafts intended an obligation to apply personally, they expressly said that the restriction applied to the Seller “as an individual.” No equivalent personal language appears in the liability sentence.

Accordingly, this evidence does not make your interpretation incontestable, but it substantially strengthens the submission that “Seller” referred to the Company or, at minimum, that the wording is too ambiguous to constitute a clear personal undertaking by you.

“The residual word ‘Seller’ was inherited from the Claimant’s representative’s earlier drafts, in which the Company was expressly defined as the Seller. In the revised STA, the expressly defined contracting parties were the Company and the Investor. Accordingly, ‘Seller’ continued to refer to the Company or, at the very least, the drafting was too ambiguous to impose a clear personal obligation upon me to discharge the Company’s existing liabilities.”