December 18, 2014 court of first instance - Orders,Orders
Claim No. CFI-038-2014
THE DUBAI INTERNATIONAL FINANCIAL CENTRE COURTS
IN THE COURT OF FIRST INSTANCE
BEFORE JUSTICE DAVID STEEL
BETWEEN
NOVUS ABU DHABI GENERAL TRADING
Claimant/Applicant
and
BASE LLC
First Respondent
MR SAMI FARHAT
Second Respondent
ONE HOLDING SAL
Third Respondent
MRS MARYAM ISKANDAR
Fourth Respondent
MR ELLIE SHALHOUB
Fifth Respondent
MR REHAN HASHMI
Sixth Respondent
ORDER OF JUSTICE DAVID STEEL MADE ON 16 DECEMBER 2014
PENAL NOTICE
IF YOU DISOBEY THIS ORDER YOU MAY BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE IMPRISONED, FINED OR HAVE YOUR ASSETS SEIZED.
ANY OTHER PERSON WHO KNOWS OF THIS ORDER AND DOES ANYTHING WHICH HELPS OR PERMITS THE RESPONDENTS TO BREACH THE TERMS OF THIS ORDER MAY ALSO BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE IMPRISONED, FINED OR HAVE THEIR ASSETS SEIZED.
THE ORDERS
1. The orders were made against the Respondents:
(a) Base LLC (“the Company”)
Office No.143, Level 1
Emirates Financial Tower-South Tower
Dubai International Financial Centre
PO Box 38473
Dubai
(b) Mr. Sami Farhat
Office No.143, Level 1
Emirates Financial Tower-South Tower
Dubai International Financial Centre
PO Box 38473
Dubai
(c) One Holiding SAL
Sami Farhat
1st Floor, La Perle Bleue,
Furn Al Hayek Street
PO Box: 22.2/116
(d) Mrs. Maryam Iskandar
Arabian Ranches, Sector Saheel no 4
Street 5,
Villa no. 7
Dubai
(alt service c/o Sami Farhat
Office No.143, Level 1
Emirates Financial Tower-South Tower
Dubai International Financial Centre
PO Box 38473
Dubai)
(e) Mr. Ellie Shalhoub
Villa 118B,
Street 26 D,
Jumeirah 1,
Dubai
(f) Mr. Rehan Hashmi
R Schmitt Entertec Intl. FZCO
Apricot Tower, Office No 804,
PO Box: 341299
Dubai Silicon Oasis, DSO
Dubai
“the Respondents” on 16 December 2014 by Justice Sir David Steel on the application of Novus Abu Dhabi General Trading (“the Applicant”). The Judge read the Witness Statements of Mr Dhafer Al Ahbabi, Mr Michael Dalby, Mr Syed Rehan Hamid Hashmi and Mr Elie Shalhoub and accepted the undertakings set out in paragraph 12 of this order.
2. The orders were made at a hearing with notice to the Respondents who were represented by Mr. Mazen Boustany of Baker McKenzie Habib Al Mulla.
3. Any party is at liberty to apply to the Court to vary or discharge these orders on notice to the other party.
4. The orders are effective against any Respondent on whom they are served or who are given notice of it.
5. These orders must be complied with by;
(1) The Respondents;
(2) Any director, officer, agent, partner or responsible employee of the First and Third Respondent; and
(3) In respect of the First and Third Respondents, any other person having responsible control of their respective boards.
ORDER 1: THE TWO RESOLUTIONS PASSED ON 23 OCTOBER 2014
6. Until further order of the Court, the Respondents must take or cause to be taken all necessary steps, including the passing of further board resolutions, if any, to recognise and implement the two resolutions passed at the Extraordinary General Meeting on 23 October 2014 (“the meeting”);
(i) Further to the above, and pursuant to the said resolutions, to recognise the removal of the Second Respondent as the Executive Manager of the First Respondent;
(ii) To take or cause to be taken all the necessary steps to recognise Mr. Nick Fortune as the duly appointed acting Executive Manager for a period of 6 months after the opening of the restaurant “Reign”;
(iii) The Second Respondent to cease exercising any powers and/or functions as the Executive Manager of Base LLC.
ORDER 2: DISCLOSURE OF CORPORATE INFORMATION
7. Until further order of the Court, the Second Respondent must use his best endeavours and take all necessary steps to allow Mr. Nick Fortune access to all corporate information including the books and records of the First Respondent.
The steps referred to in paragraphs 6 and 7 above must be taken forthwith.
PROHIBITED ACTS
8. The Respondents must not take any steps which prevent, impede or in any way delay the steps referred to in paragraphs 6 and 7.
INTERPRETATION OF THIS ORDER
9. A Respondent who is an individual who is ordered to do something must do it himself and if ordered not to do something must not do it through others acting on his behalf or on his instructions and/or with his encouragement.
10. A Respondent which is not an individual which is ordered to do something must do it itself or by its directors, officers, partners, employees, representatives or agents or in any other way and if ordered not to do something must not do it through its directors, officers, partners, employees, representatives or agents or in any other way.
PARTIES OTHER THAN THE APPLICANT AND THE RESPONDENTS
Effect of this order
11. It is a contempt of court for any person notified of this order knowingly to assist in or permit a breach of this order. Any person doing so may be imprisoned, fined or have their assets seized.
UNDERTAKINGS GIVEN BY THE APPLICANT
12. If the Court later finds that this order or carrying it out has caused loss to the Respondents, and decides that the Respondents should be compensated for that loss, the Applicant will comply with any court order the Court may make. Further if the carrying out of this order has been in breach of the terms of this order or otherwise in a manner inconsistent with the Applicant’s legal representatives’ duties as officers of the Court, the Applicant will comply with any order for damages the Court may make.
NAME AND ADDRESS OF APPLICANT’S LEGAL REPRESENTATIVES
13. The Applicant’s legal representatives are:
Michael Dalby
Senior Associate
Al Tamimi & Company
Building 4, Level 6
Dubai International Financial Centre
PO Box 9275 Dubai United Arab Emirates
Switchboard: +971 4 3641 641
Fax: +971 4 3641 6777
Email: m.dalby@tamimi.com
Zeeshan Dhar
Senior Associate
Al Tamimi & Company
Building 4, Level 6
Dubai International Financial Centre
PO Box 9275 Dubai United Arab Emirates
Switchboard: +971 4 3641 641
Fax: +971 4 3641 6777
Email: z.dhar@tamimi.com
WITNESS STATEMENTS
14. The First Witness Statement of Mr Dhafer Al Ahbabi, the First Witness Statement of Mr Michael Dalby, the First Witness Statement of Mr Syed Rehan Hamid Hashmi and the First Witness Statement of Mr Elie Shalhoub.
COSTS
15. The Respondent shall pay the Applicant’s costs of the Application, to be assessed if not agreed, and shall pay to the Applicant an interim payment of USD 30,000 within 14 days of this Order.
Issued by:
Maha AlMehairi
Judicial Officer
Date of Issue: 18 December 2014
At: 2pm
