Judgments

 

In the name of His Highness Sheikh Tamim bin Hamad Al Thani,

Emir of the State of Qatar

Neutral Citation: [2022] QIC (A) 2

(on appeal from [2021] QIC (F) 21)

 

 

IN THE QATAR INTERNATIONAL COURT

APPELLATE DIVISION

 

Case No. CTAD0006/2021

 

17 February 2022

 

 

JOHN AND WIEDEMAN LLC

 

Applicant/Claimant

 

v

 

(1) TRIMOO PARKS LLC

(2) TALAL BIN MOHAMMED TRADING LLC

(3) LEISURE LLC

(4) FUTURE QATAR FOR BUSINESS DEVELOPMENT (ADABISC) LLC

 

Respondents/ Defendants

 

 

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JUDGMENT ON APPLICATION FOR PERMISSION TO APPEAL

 

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Before:

Lord Thomas of Cwmgiedd, President

Justice Fritz Brand

Justice Helen Mountfield

 

 

ORDER

1. Permission to appeal be granted to the Applicant on issues (1) and (2). Permission to appeal on the other grounds submitted by the Applicant are refused.

 

2. The application by the First Respondent for permission to appeal is refused.

 

3. The directions for the hearing of the appeal are set out in the judgment.

 

4. Costs are reserved

 

JUDGMENT

Introduction

1. The Applicant is a limited liability company established in the Qatar Financial Centre where it is licensed to provide legal services. Prior to April 2020 it so practised under the name “ILC International Legal Consultants Ltd”. Michel Daillet (“Mr Daillet”) is, and for many years has been, an owner/partner of the Applicant.

 

2. The Respondents are limited liability companies, each separately incorporated in Qatar but outside the QFC. We refer to each respectively as Trimoo Parks, TBMT, Leisure, and Adabisc. TBMT is the parent company of Leisure and of Adabisc which is the parent company of Trimoo Parks.

 

3. The Applicant brought proceedings in 2020 against all the Respondents in the First Instance Circuit for unpaid fees for legal services which had been provided. The Applicant had entered into a letter of engagement addressed only to Trimoo Parks dated 12 September 2018, but supplied services to each of the Respondents. The letter provided for the rates at which fees would be charged and interest on unpaid fees. It was subject to the laws of the QFC and the exclusive jurisdiction of the courts of the QFC.

 

 

4. After the First Instance Circuit (Justice Frances Kirkham, Justice Arthur Hamilton and Justice Rashid Al Anezi) had determined the issue as to its jurisdiction as far as it then could (see the judgment at [2021] QIC (F) 4), it heard the trial of the proceedings on 7 July 2021 with oral and documentary evidence and submissions.

 

5. In a judgment dated 22 August 2021 the First Instance Circuit held that:

 

1. 1. the letter of engagement was the vehicle through which legal services were to be provided not only to Trimoo Parks, but also to the other Respondents;

 

1. 2. legal services, including additional work, had been provided to the Respondents for which the Applicant was entitled to be paid;

 

1. 3. The Respondents were not jointly liable. The only Respondent liable was Trimoo Parks. The letter of engagement had so provided. The terms set out in the letter had not been varied by conduct.

 

6. Judgment was given therefore against Trimoo Parks in the sum of QAR 416, 539 and QAR 42,974.55  together with further interest.  Trimoo Parks has not paid any part of the judgment.

 

The grounds on which permission to appeal is sought by the Applicant and Trimoo Parks

 

7. The Applicant seeks permission to appeal against that part of the judgment which held that only Trimoo was liable. There are four grounds on which permission is sought:

 

1. TBMT made a legally enforceable commitment to pay the Applicant’s invoices.

 

2. TBMT and Adabisc owed a duty of care to the Claimant on the principles as to the responsibility of a parent company in relation to the activities of subsidiary companies as explained in the decision of the UK Supreme Court in Vedanta Resources plc v Lungowe [2019] UKSC 20.

 

3. Leisure, TBMT and Adabisc persistently failed to warn the Claimant that Trimoo Parks was not “good for the money”.

 

4. Leisure, TBMT and Adabisc kept instructing the Claimant, implicitly representing that Trimoo Parks was “good for the money”.

 

8. Trimoo Parks seeks permission to appeal against that part of the judgment that held Trimoo Parks was liable for the fees for the additional work the Applicant contended it had carried out. Its grounds for seeking permission are (1) that there was no evidence before the First Instance Circuit that such additional work had been requested by Trimoo Parks and (2) that the invoice submitted was invalid.

 

Our decision

 

9. Having considered the Applications for Permission to appeal filed by the Applicant and Trimoo Parks and the Applicant’s submission in response:

 

1. 1.  we give the Applicant permission to appeal on grounds 1 and 2 in the Applicant’s application for permission.

 

1. 2. We refuse the Applicant permission to appeal on grounds 3 and 4 as there are no substantial grounds for considering the judgment is erroneous on those grounds or that there is any significant risk that judgment on those grounds will result in a serious injustice (as set out in Article 35.1 of the QFC Civil and Commercial Court Regulations and the decisions of this Court):

 

1. 1. 1. There is no arguable basis for advancing the claim as put forward in ground 3.

 

1. 1. 2. No factual basis has been established for advancing the claim put forward in ground 4.

 

1. 3. We refuse Trimoo Parks permission to appeal as there are no substantial grounds for considering the judgment of the First Instance Circuit is erroneous on the grounds advanced or that there is any significant risk that it will result on those grounds in a serious injustice (as set out in Article 35.1 of the QFC Civil and Commercial Court Regulations and the decisions of this Court). The findings of fact made by the First Instance Circuit after hearing the evidence are clear. It accepted the evidence of Mr Daillet and found that the extra work had been requested and carried out. The Applicant was therefore entitled to be paid for that work. The findings of the First Instance Circuit are such as to make it unarguable to advance such a ground of appeal.

 

Directions for the hearing of the appeal

 

10. The Applicant and the Respondent are directed to inform the Registrar by 24 February 2022 whether they agree with the Court’s estimate of ½ day to 1 day required for oral submissions at the hearing of the appeal or, if they are not agreed, their respective estimates.

 

11. The Court will then set a date for the hearing of the appeal and the time to be allowed to each party for oral submissions

 

12. The Court will also then set a timetable for the sequential exchange of submissions and for agreement on (1) the electronic bundle of documents required for the appeal and (2) the electronic bundle of the cases to be relied on. If the electronic bundle before the First Instance Circuit is to be used, the parties will be directed to identify the pages of the bundle relevant to the two issues on which permission to appeal has been granted. Much of the bundle used at the First Instance Circuit may not be relevant.

 

13. The costs of the application for permission are reserved.

 

 

 

By the Court,

 

[signed]

 

Lord Thomas of Cwmgiedd

President

 

A signed copy of this judgment has been filed with the Registry

 

Representation:

The Applicant was represented by Mr. Michel Daillet of the Applicant.

The Respondents were represented by Mr. Hazem Sherif, Legal Counsel at Leisure.