CHARLES RIDLEY v DUBAI ISLAMIC BANK PJSC

A contractual waiver must be construed objectively and in the context of the agreement as a whole. A waiver of claims arising from underlying transactions does not ordinarily waive obligations created by a later restructuring agreement where the contract expressly preserves those obligations. A request enforcing a criminal sentence under foreign law is not necessarily a contractual claim caught by such a waiver. The Ralli Bros principle applies only where performance would in fact require an act unlawful in the foreign state; a mere possibility or risk of illegality is insufficient. A later claim is not abusive merely because it could have been raised earlier. The court must adopt a broad, merits-based assessment, including whether the later claim would be oppressive or otherwise misuse the court’s process.

The claimant had been convicted in Dubai following a fraud against the defendant bank. The parties subsequently entered into an English-law Restructuring Agreement containing releases of claims arising from the underlying agency agreements, while preserving obligations arising under the restructuring agreement.

After the Dubai courts determined the amount recoverable by reference to the restructuring debt, the bank made a request under Dubai Law No.37 of 2009. A further 20-year prison sentence was imposed. The claimant sought an injunction requiring the bank to inform the Dubai court that the claims had been settled and to procure his release.

The central issues were whether the request breached the release clause, whether the Dubai proceedings were criminal or civil, whether the bank was legally required to invoke the foreign procedure, and whether injunctive relief was appropriate.

1. Contractual construction. The ordinary objective principles of construction applied. Clause 12.4 waived and compromised claims arising from the agency agreements and related transactions. Clause 12.7 expressly preserved obligations created by or arising under the Restructuring Agreement. The amount ordered by the Dubai Court of Appeal was the amount due under the restructuring debt. The bank was therefore enforcing an obligation under the Restructuring Agreement, not pursuing a waived claim under the agency agreements.
2. Effect of the foreign process. The request under Dubai Law No.37 of 2009 was criminal in nature. It was a mechanism for enforcing a sentence already imposed by a criminal court and did not involve the assertion of a new civil cause of action. Clause 12.4 could not be construed to prevent the bank from proceeding under Dubai criminal law.
3. Foreign illegality. The Ralli Bros principle required the bank to establish that failing to invoke the procedure would in fact have been unlawful under Dubai law. Evidence that inaction might expose the bank to regulatory investigation or sanctions was insufficient. The bank failed to prove that non-invocation would constitute a financial violation.
4. Alternative matters. Applying the broad merits-based approach to Henderson v Henderson abuse, the claimant could have raised the claim earlier, but he had provided a satisfactory explanation for not doing so and the later claim was not oppressive or abusive. Delay of about nine months after the Dubai order did not bar relief. Any injunction, if otherwise justified, would have required the bank to inform the Dubai court of the English-law settlement and would not have directed the Dubai court how to enforce its sentence.
5. The claim was dismissed because the request did not breach clause 12.4. The remaining findings were alternative and no injunction was granted.