December 13, 2020 Court of First Instance -Orders
Claim No: CFI 021/2020
THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS
IN THE COURT OF FIRST INSTANCE
BETWEEN
(1) TP ICAP GROUP SERVICES LIMITED
(2) TULLETT PREBON (EUROPE) LIMITED
Claimants
and
(1) GMG (DUBAI) LIMITED
(2) OPEYEMI OLAYANJU
Defendants
CONSENT ORDER
IF YOU (1) GMG (DUBAI) LIMITED OR (2) OPEYEMI OLAYANJU DISOBEY THE INJUNCTIONS IN THIS ORDER YOU MAY BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE IMPRISONED, FINED OR HAVE YOUR ASSETS SEIZED
ANY PERSON WHO KNOWS OF THIS ORDER AND DISOBEYS THE INJUNCTIONS IN THIS ORDER OR DOES ANYTHING WHICH HELPS OR PERMITS ANY PERSON TO WHOM THIS ORDER APPLIES TO BREACH THE TERMS OF THE INJUNCTIONS IN THIS ORDER MAY BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE IMPRISONED, FINED OR HAVE THEIR ASSETS SEIZED
UPON the Interim Injunction dated 10 March 2020 issued by H.E Justice Ali Al Madhani (the “Interim Injunction”) and re-issued with Reasons on 16 April 2020 (the “Amended Interim Injunction”) (collectively the “Injunction”) and the Claimants providing an undertaking set out in Schedule A of the Amended Interim Injunction
AND UPON the matter being listed for a hearing on 13 December 2020 for ten days to determine the issue of final injunctive relief
AND UPON the Claimants and Defendants having agreed settlement terms set forth in the confidential settlement agreement described in the Schedule hereto (the “Settlement Agreement”)
IT IS HEREBY ORDERED BY CONSENT THAT:
INJUNCTIONS: FIRST DEFENDANT
1. The First Defendant must not, until full payment of the Settlement Sum has been received by the Claimants as required by clause 2.1 of the Settlement Agreement in the Schedule hereto or further order discharging this Order in the meantime, whether directly or indirectly or through any other person acting on its behalf:
a. permit or allow the Second Defendant to carry out work for, or assist in any capacity (whether for reward or otherwise), the business of GMG, whether as an employee, consultant, agent or otherwise howsoever; or
b. induce or encourage the Second Defendant to breach his contract of employment with the First Claimant or to cease working for the First Claimant.
INJUNCTIONS: SECOND DEFENDANT
2. The Second Defendant must not, until full payment of the Settlement Sum has been received by the Claimants as required by clause 2.1 of the Settlement Agreement in the Schedule hereto or further order discharging this Order in the meantime, whether directly or indirectly or through any other person acting on his behalf be employed or engaged or concerned or interested in any capacity in the conduct of GMG’s business, or otherwise assist the business of GMG, whether by undertaking employment with or rendering services thereto, or in any manner taking part in or lending his name, counsel or assistance thereto, whether for reward or otherwise, or otherwise howsoever.
3. Nothing in this Order shall prevent the Second Defendant holding or being interested in listed or unlisted investments representing not more than 3% of any class of securities in any one company, with the prior written consent of the Claimants.
FURTHER INJUNCTIONS: GMG
4. GMG shall not for a period of 24 months from the date of this Order directly or indirectly solicit or entice away (or attempt to solicit or entice away) from the employment of the Claimants or any Group Company, or offer employment to or employ, any person employed or engaged by the Claimants or any Group Company as a broker or in any executive, managerial, professional or other senior capacity.
RELEASE FROM CROSS-UNDERTAKING
5. The Claimants are released from the Undertaking in Damages provided for at Schedule A to the Order of H.E. Justice Ali Al Madhani dated 16 April 2020.
DEFINITIONS
6. For the purposes this Order, the following definitions will apply:
a. “GMG” means the First Defendant, its holding companies, any subsidiary of the First Defendant or its holding companies, and any associated companies of any of those companies from time to time;
b. “Group Company” means the Claimants, their holding companies, any subsidiary of the Claimants or their holding companies, and any associated companies of any of those companies from time to time.
c. For this purpose:
i. a company is a holding company of another if that other company is its direct or indirect subsidiary;
ii. a company is a subsidiary of another if that other company holds a majority of the voting rights in it (including pursuant to an agreement with other shareholders), or is a member of it and has the right to appoint or remove a majority of its board of directors, or if it is a subsidiary of a company which is itself a subsidiary of that other company; and
iii. a company is an associated company of another company if that other company beneficially owns not less than 20% and not more than 50% of its ordinary share capital.
INTERPRETATION
7. Unless otherwise stated, references in this order to “the Defendants” mean any or all of them; and this Order is effective against any Defendant on whom it is served or who is given notice of it.
8. A Defendant who is an individual who is ordered not to do something shall not do it himself or in any other way. He shall not do it through others acting on his behalf or on his instructions or with his encouragement.
VACATION, STAY, DISCONTINUANCE AND COSTS
9. The trial listed for 13 December to 24 December 2020 shall be vacated.
10. In relation to the First Defendant:
a. Upon the receipt by the Claimants of payment of the Settlement Sum in full in cleared funds:
i. The injunctions in paragraph 1 of this Order shall be discharged.
ii. The injunctions in paragraph 4 of this Order shall continue in full force and effect in accordance with their terms.
iii. These proceedings (including both the Claimants’ claim and the First Defendant’s counterclaim) shall be stayed as between the Claimants and the First Defendant on the terms of the Settlement Agreement, save only for the purpose of enforcing the terms of the injunctions in paragraph 4 of this Order. Each party shall have permission to apply to the Court to enforce the terms of the injunctions in paragraph 4 of this Order without the need to issue fresh proceedings.
b. There shall be no order as to costs in these proceedings. For the avoidance of doubt, no interim costs orders will be paid or enforced.
11. In relation to the Second Defendant:
a. Upon receipt by the Claimants of payment of the Settlement Sum in full in cleared funds:
i. The injunctions in paragraph 2 of this Order shall be discharged.
ii. These proceedings shall be discontinued as between the Claimants and the Second Defendant. Within two (2) UAE Business Days of the Claimants confirming in writing to the Second Defendant that they have received payment of the Settlement Sum in full in cleared funds:
1. The Claimants shall file a notice of discontinuance at Court in respect of their claim. Such notice of discontinuance shall provide for there to be no order as to costs in these proceedings.
2. The Second Defendant shall file a notice of discontinuance at Court in respect of his counterclaim. Such notice of discontinuance shall provide for there to be no order as to costs in these proceedings.
iii. For the avoidance of doubt, such discontinuance:
1. shall not alter, limit or restrict the parties’ obligations under the Settlement Agreement. The parties may enforce the terms of the Settlement Agreement by issuing fresh proceedings;
2. shall not alter, limit or restrict the Claimants’ right to bring proceedings for committal under the Rules of the DIFC Court Part 52, in the event of any breach by the Second Defendant of the injunctions in paragraph 2 of this Order prior to its discharge; and
3. shall not alter, limit or restrict the Claimants’ rights as against the First Defendant and/or GMG as set out in and/or preserved by paragraph 10 above.
b. There shall be no order as to costs in these proceedings. For the avoidance of doubt, no interim costs orders will be paid or
Issued by:
Nour Hineidi
Registrar
Date of Issue: 13 December 2020
Time: 11am
