Dubai International Financial Centre Courts (DIFC): While considering this application wherein the applicant sought for interim measures (Injunction Application) in support of a DIFC-seated arbitration under the Joint Venture Agreement dated 12 March 2019 (JVA), pursuant to Article 24(3) of the DIFC Arbitration Law No. 1 of 2008, the Bench of Michael Black, J., through the ASI order dated 21 October 2025, emphasised that an arbitration agreement is in the nature of an exclusive jurisdiction agreement excluding court proceedings except to the extent permissible under the applicable law. This is recognised by the DIFC Arbitration Law under Article 13(1). Thus, unless the Court finds that the arbitration agreement is void or unenforceable, both the DIFC Courts and Federal Courts are bound to dismiss any claim brought in breach of the arbitration agreement (although the DIFC Courts also have the option to stay the claim).
Therefore, unless a party who has entered into an arbitration agreement can show good or strong reasons as to why the agreement to arbitrate should not be enforced, the Court will always insist and hold that the parties arbitrate and will enforce this decision via injuncting the parties from commencing or continuing proceedings that breach the exclusive jurisdiction conferred on the arbitral tribunal.
Background
The Claimant and the Second Defendant are shareholders in the First Defendant-Company. The shareholders’ relationship was governed by the Joint Venture Agreement (JVA). The Claimant held 49 per cent shares and the Second Defendant held 51 per cent of shares in the Company; but board decisions are required to be made on a unanimous basis and shareholder decisions require a 75 per cent majority. Thus, there was a deadlock, including as to who may represent the First Defendant. Therefore, previously the matter proceeded on the basis that the Company was a passive unrepresented party, and the active parties are the Claimant and the Second Defendant. Clause 21.3 of the JVA provided for DIFC-seated arbitration (administered by DIAC pursuant to Dubai Decree No. 34/2021).
On 28 August 2025 the Claimant applied for interim injunctive relief and the same was granted preserving the status quo and restraining the Defendants from unilaterally altering the management of the First Defendant or operation of the Plant without complying with the JVA.
On 8 September 2025, the Defendants applied to set aside the Injunction and discharge the proceedings for want of jurisdiction. The Defendants challenged the Court’s jurisdiction and argued that exclusive jurisdiction for any disputes arising from the agreements between the parties lies with the Courts of Abu Dhabi.
Following the expiry of the pre-arbitral dispute resolution period, the Claimant filed a Request for Arbitration with the Dubai International Arbitration Centre (DIAC). By an order dated 16 September 2025, the Court interpreted the arbitration clause in the JVA and held that in agreeing to the DIFC as the seat of the arbitration, the parties had agreed to the supervisory jurisdiction of the DIFC Court.
Meanwhile the Second Defendant, claiming to act on behalf of the First Defendant, commenced proceedings against the Claimant in the Abu Dhabi Court of First Instance which was a breach of the 16 September 2025 order. The proceedings instituted by the Defendants were dismissed by the Abu Dhabi Court of First Instance on 30 September 2025 on the grounds that there are potential arbitration proceedings between the parties and that arbitration matters before the Abu Dhabi Courts are allocated to the Court of Appeal. In further breach of the 16 September Order, the Defendants filed proceedings before the Abu Dhabi Court of Appeal.
Subsequently, the Claimant issued formal legal notice to the Defendants, demanding the immediate and unconditional withdrawal of the Appeal within 48 hours and warning of intended anti-suit and contempt proceedings if the withdrawal was not timely done. The Defendants however rejected the orders of DIFC.
Aggrieved, the Claimant filed an urgent application submitting that the Defendants have persistently evaded the Arbitration Agreement and DIFC’s jurisdiction by re-litigating issues already decided or raising new arguments.
Court’s Assessment
Perusing the matters, the Court of First Instance in its order dated 21 October 2025 pointed out that in an earlier order by Jeremy Cooke, J., had already decided that there existed an arbitration agreement between the parties thereby giving the DIFC a supervisory jurisdiction. It was pointed out that while this finding is the subject of an outstanding application for permission to appeal and will constitute a res judicata as between the parties, unless and until reversed.
Decision and Relief dated 21 October 2025
Therefore, the Court found that the Defendants failed to show good or strong reasons why the agreement to arbitrate should not be enforced. It was pointed out that the arbitration agreement between the parties could be found in Clause 21.3 of the JVA, providing for DIFC-seated arbitration (administered by DIAC pursuant to Dubai Decree No. 34/2021). The relief granted was supportive of arbitration. The Arbitration has been commenced under the DIAC Rules.
The Court injuncted that the Defendants must not take any further steps in Abu Dhabi Courts in this matter and must discontinue such proceedings.
Subsequent Orders
In a subsequent order by the Court of Appeal dated 23 January 2026, the Bench of Wayne Martin, CJ., rejected the renewed application filed by the Defendants seeking permission to appeal against the order dated 16 September 2025.
While hearing a committal application before the Court of First Instance, alleging contempt by the Defendants, the Bench of Jeremy Cooke, J., on 9 February 2026 found that the Defendants have committed contempt of the ASI Order dated 21 October 2025 and are continuing in contempt and imposed fines.
[Oswin v. Otila, Claim No. ARB 032/2025]
Advocates who appeared in this case:
M&Co. Legal represented the Applicant, Tariq Khan was the lead counsel for the applicant