Al Othman Holding Company v Al Rajhi Holding WLL

Whether a communication acknowledges a claim under section 29(5) of the Limitation Act 1980 is determined objectively. The document must be read as a whole and in its factual context. Extrinsic evidence may identify the liability and amount acknowledged. An inaccurate description of the underlying transaction does not prevent an acknowledgment where a reasonable recipient would understand that there was only one relevant liability. The subjective knowledge of the sender or recipient, and subsequent events, do not alter the objective meaning of the communication.

The claimant sought US$5 million which the defendant had agreed to provide under a 2014 interest-free, non-recourse Loan Agreement. The agreement was structured to give the claimant an economic exit from its shareholding while leaving legal title to the shares in place.

The Commercial Court held that the defendant's 1 November 2018 email did not acknowledge the claim because the preceding email referred to a sale of shares rather than a loan. It therefore dismissed the claim as time-barred: [2025] EWHC 3078 (Comm).

The sole issue on appeal was whether the email objectively acknowledged the liability for the purposes of section 29(5) of the Limitation Act 1980.

1. Appeal allowed. The defendant's email of 1 November 2018 was an acknowledgment within section 29(5) of the Limitation Act 1980. Time therefore began to run again, and the claim was not statute-barred.

2. An acknowledgment must be in writing and signed, and its meaning is assessed objectively. The question is what a reasonable recipient would understand from the communication's language, read as a whole in its context. The debtor must acknowledge legal liability for the claim asserted. Extrinsic evidence may identify both the debt and the amount to which an otherwise general acknowledgment relates.

3. The words “towards the amount due” plainly acknowledged some liability. A reasonable recipient knew that no contract of sale for the shares existed. The reference to a sale therefore did not identify a sale liability. It referred to the only relevant transaction by which the claimant had given up its entitlement to distributions: the Loan Agreement, which was economically equivalent in practice to the originally contemplated sale.

4. The subjective awareness of Mr Mattar, Mr Al Rajhi or Mr Rizk as to the signed agreement was immaterial. Nor could the absence of later clarification change the objective meaning of the email when sent.

5. Kleinwort Benson Ltd v South Tyneside MBC [1994] 4 All ER 972 did not require a different result. It concerned part payments, for which the statutory inquiry is whether payment was made in respect of the right of action. A payment mechanism is distinct from an express written acknowledgment.

6. Judgment was entered for the claimant for US$5 million less distributions or proceeds received in respect of the shares. If the parties had not agreed that figure, the matter was to be remitted for determination.

• Court of Appeal (Civil Division) — allowed the claimant's appeal, holding that the 2018 email acknowledged the claim and entering judgment subject to calculation of the agreed deduction: [2026] EWCA Civ 949 .

• Commercial Court — held that the email was not an acknowledgment under section 29(5) of the Limitation Act 1980 and dismissed the claim as time-barred: [2025] EWHC 3078 (Comm) .