A Boutique Firm Specializing in Commercial & Corporate Law

Profile

Naheed has more than 20 years of experience as a lawyer, more than 18 years of which have been spent in UAE advising clients both domestic and internationally on commercial transactions and dispute resolution.

He has actively engaged with the Boards and C level executives of leading organizations in the U.A.E. and internationally and has significant experience advising large corporate and public and private sector entities in the U.A.E. and Kenya.

He was involved in the set-up and management of Accord International Advocates and Legal Consultants, a full-service law firm established in Dubai in 2005, which he left in 2021 to launch Kadernani and Company Legal Consultants.

Notable Achievements

• Advised an association of leading international airlines on a multi-million-dollar dispute with one of their service providers
• Successfully represented U.A.E. based developers in Dubai Court, DIFC Courts and arbitration in disputes emanating from FIDIC construction contracts
• Collaborated with Ross Sandler, former New York City Commissioner of Transport to draft road regulations for one of the Emirates
• Lead Counsel on the sale of shares of one of the biggest mobile and telecommunication service providers based in the horn of Africa
• Advised and managed restructuring of large multinational corporations moving their corporate headquarters to the U.A.E.
• Retained by large mining corporations in Africa
• Incorporated and structured more than 200 companies in various jurisdictions
• Advised and represented Indian banks operating in the UAE in the negotiations and structuring of financing facilities and drafting the security documents thereto

Profile

Siddhanth is an experienced dispute resolution lawyer with over 15 years of experience spread across Dubai and India. Prior to moving to Dubai, he worked with Karanjawala & Company, Shardul Amarchand Mangaldas (both Tier 1 Indian law firms known for their dispute resolution practices) and was also instrumental in establishing Black Robe Chambers as its Deputy Head of Chambers.

At the Firm, he focuses on English litigation, DIFC and ADGM disputes, commercial arbitration under the DIAC, ICC and SIAC Rules, along with conducting corporate drafting and rendering corporate advice.

He has also briefly worked with Eli Lilly, one of the biggest American Pharmaceutical companies as Legal Counsel in Dubai prior to joining the Firm.

Experience

• Successfully represented a U.A.E. based developer in high stake DIFC litigation before Court of First Instance, Court of Appeal and contempt proceedings emanating from unpaid security cheques in FIDIC construction contracts
• Advised and represented a well-known Dubai based developer in DIAC arbitration emanating from breach of FIDIC contract by the contractor
• Advised shareholders of a BVI company in share purchase dispute before DIFC Courts and connected proceedings before English Courts
• Successfully represented Dubai based developer in challenging setting aside of DIFC-LCIA arbitration award before DIFC Courts
• Drafting contracts including SPAs, share transfer agreements, FIDIC construction contracts, joint venture agreements, escrow agreements

Publications

• Terminating Commercial Contracts – A U.A.E. Perspective
• Force Majeure and Covid 19
• Appeals in the DIFC Courts
• Rules of Evidence in the DIFC Courts

Profile

Laura Kyalo is a highly skilled corporate and commercial lawyer with extensive experience advising on complex, high-value transactions across the UAE and Africa. She advises local and international clients on corporate structuring, real estate transactions and strategic commercial matters.

Her practice spans corporate acquisitions, real estate investments, banking and finance, agritech, and technology-driven businesses, with a particular focus on the drafting and negotiation of commercial agreements that support transaction execution.

Prior to relocating to the UAE, Laura practiced at TripleOKLaw Advocates in Kenya, a leading firm recognized for its corporate and commercial and dispute resolution practice. She brings a strong cross-jurisdictional perspective, excellent stakeholder management capabilities and a practical understanding of corporate governance, regulatory compliance and deal execution.

Notable Achievements

• Advised on a USD 120 Million financing transaction for a leading international bank, negotiating securitization and security documentation and managing regulatory compliance and borrower risk under UAE law
• Acted for multiple developers on high-value real estate transactions, drafting and negotiating project documentation including RERA Development Agreements, Donation Agreements and Sale and Purchase Agreements
• Advised on an AED 100 million agritech investment in RAKEZ, leading the structuring, drafting and negotiation of complex commercial agreements with cross-border operational considerations
• Advised a premier Kenyan developer and asset manager on the establishment of Sub-Saharan Africa's first evergreen Development REIT and Income REIT successfully listed on the London Stock Exchange
• Conducted legal and corporate governance audits for one of Kenya's largest commercial banks and insurance groups, supporting regulatory compliance and governance best practices
• Provided cross-border commercial advisory to an international agritech and carbon-farming business operating across Europe and Africa, advising on contract, regulatory alignment and risk management

Memberships

• Project Management Institute of Kenya
• REITS Association of Kenya
• Nairobi Climate Network

Profile

Sahra is a corporate and commercial lawyer with cross-jurisdictional experience in Kenya and the UAE. She serves as external counsel to several of the Firm's core clients providing legal assistance in various sectors spanning across real estate, hospitality, technology and luxury where she delivers tailored solutions that balance legal risk with commercial priorities.

She advises on corporate structuring, compliance, commercial contracts and regularly provides legal support to clients with their day-to-day internal functioning and their transactions with third parties.

She also assists in English litigation before the DIFC and ADGM Courts along with arbitrations before the DIAC and the ICC.

Notable Achievements

• Regularly advises high-net-worth founders and multi-venture businesses across the tech, hospitality, entertainment, and luxury sectors and provides them with end-to-end legal support
• Advised as part of the UAE legal team on the NASDAQ IPO of an international holding company with subsidiaries in the UAE, addressing regulatory compliance, AML, tax considerations, enforceability of foreign judgments, and related legal input for the Form F-1 registration process
• Drafts and negotiates a broad range of corporate and commercial agreements including shareholder agreements, joint venture arrangements, distribution and licensing contracts, service agreements, and supply terms, often involving cross-border considerations
• Advises on and oversees full-spectrum entity management across free zones and offshore jurisdictions including incorporations, license renewals, restructurings, liquidations, regulatory filings, AML and ESR compliance and audit-related corporate maintenance
• Advises on commercial and employment disputes, including contract breaches, shareholder conflicts, construction-related claims, and termination matters with a focus on legal risk assessment and negotiation strategy
• Advises on personal wealth structuring, including the preparation of wills, trust deeds, and succession planning instruments under UAE and offshore frameworks

Profile

Nasr is a senior legal consultant with over 12 years of experience advising and representing clients across the UAE and Egyptian legal systems. His practice spans both contentious and advisory matters, acting for private individuals, regional investors, and corporate clients in high-stake disputes.

He focuses on complex civil, commercial, and criminal litigation with expertise in real estate and construction claims, shareholder and contractual disputes, employment disputes and white-collar criminal proceedings where he manages the litigation before all stages of UAE court proceedings.

He also provides strategic legal advice on commercial matters, including negotiation and drafting of contracts. He is known for his procedural fluency, clear communication, and solutions-driven mindset.

Notable Achievements

• Successfully represented investors in real estate claims against developers, securing recovery of funds in connection with delayed or non-compliant projects and developer insolvency
• Acted in a high-value commercial litigation involving shareholder disputes, corporate governance issues, and loan recovery proceedings
• Advised on a professional negligence claim arising from service failures, mismanagement and breach of duty achieving favourable compensation outcomes for the Client through litigation and settlement thereafter
• Handled several employment disputes involving wrongful dismissal, unlawful termination, unpaid entitlements, end-of-service benefits and labour ban challenges for both employers and employees
• Regularly represents clients in tenancy and rental disputes before the Rental Disputes Center including eviction claims, unlawful rent increases, lease violations, and landlord-tenant conflicts

Profile

Eltagi is a highly accomplished Senior Legal Consultant with over 13 years of extensive experience navigating complex legal landscapes in both Sudan and the United Arab Emirates.

He specializes in providing comprehensive legal solutions with a primary focus on corporate, commercial and real estate matters delivering strategic advisory services for high-stakes business operations.

Throughout his career, Eltagi has demonstrated a proven track record in managing intricate litigation before various Arabic Chambers, representing a diverse portfolio of regional and international entities. He is adept at drafting and negotiating sophisticated commercial agreements, ensuring regulatory compliance while effectively supporting core business objectives for major holding companies and legal firms.

Notable Achievements

• Represented diverse clients in complex litigation and arbitration proceedings, ensuring favorable outcomes through strategic legal guidance
• Successfully managed and resolved high-value rental and real estate disputes before UAE dispute centers and courts
• Lead legal consultant for a major UAE holding company, overseeing external law firms and mitigating group-wide legal risks
• Drafted and reviewed a wide array of complex commercial contracts, including joint ventures, share purchase agreements, and employment bylaws
• Provided expert legal opinions on civil, regulatory, and banking matters for both domestic and foreign investors in the Sudanese and UAE markets

Profile

Abdelalim is a skilled attorney with over 18 years of experience in the legal sector, working both in Egypt and the UAE. In Dubai, Abdelalim has worked as a Legal Researcher at renowned and esteemed law firms.

At the Firm, Abdelalim plays a pivotal role in handling and completing all the legal procedures related to cases and submitting all requests aimed at expediting litigation procedures and obtaining judgments in record time.

Due to his extensive experience and impressive track record, he is capable of handling the legal procedures related to all types of cases in the UAE including but not limited to commercial cases, real estate and construction related disputes, rental disputes before the Rental Disputes Center, and Public Prosecution cases, along with attending sessions before the offices of lawsuit management in these cases.

Profile

Ali is a Legal Researcher with more than 16 years of experience having worked with renowned legal chambers and law firms in Egypt and now with the Firm.

He possesses a high level of competence in handling various types of cases before the courts of the UAE, including the review of Public Prosecution cases, examination of police reports, submission of criminal complaints, registration of different types of cases, follow-up on execution procedures, and registration of rental dispute cases.

He also has extensive experience in studying and analyzing cases, drafting legal memoranda and following up on cases throughout all stages of litigation.

Profile

Zaina has started her legal career at the Firm where she supports the team by conducting legal research, drafting of commercial agreements and assists in English litigation before the DIFC and ADGM Courts and institutional arbitrations before the DIAC, ICC and SIAC.

Prior to joining the firm and whilst completing her Law degree, Zaina interned with a Dubai-based real estate developer where she was privy to negotiations between landowners and developers, assisted in drafting contracts and gained first-hand exposure to the overall structuring of complex, large-scale construction and development projects in the UAE.

She has also worked as a student advisor at Bristol's Law Clinic where she conducted client interviews, collected evidence for case bundles and liaised with solicitors to advise vulnerable clients on how to navigate complex NHS, employment, and housing matters.

Overview

This article examines how commercial contracts end under UAE law, highlighting key differences from common law jurisdictions. Parties familiar with common law systems may be surprised by UAE's distinct termination requirements.

According to Article 267 of Federal Law No. 5/1985 (UAE Civil Code), contracts can terminate through three methods: mutual consent, court order, or operation of law.

Three Methods of Contract Termination

• Mutual Consent: Contracts may include provisions allowing termination for breach or convenience. It is always advisable to indicate in clear terms that such termination is as per mutual consent under Article 267. Article 271 mandates termination notice, though parties can expressly waive this requirement. The principle of good faith under Article 246 applies throughout — parties cannot contract away these obligations.
• Court Order: When contracts lack termination clauses, parties may seek court intervention. The court evaluates the breach and circumstances, potentially ordering specific performance instead of termination under Article 272. Courts may deny termination if the breaching party remedies the violation before judgment.
• Operation of Law: Force majeure events under Article 273 automatically cancel contracts when performance becomes impossible due to unforeseeable, unavoidable circumstances. Performance rendered "onerous and unprofitable" may also trigger automatic termination.

Key Recommendations

• Have standard form contracts reviewed by local counsel familiar with UAE law
• Clearly specify termination procedures and whether a court order is required
• Explicitly state whether termination occurs by mutual consent
• Provide opportunities for breach remediation before termination takes effect
• Draft termination notices with substantive, provable reasons
• Weak termination clauses create litigation risks and potential breach claims — precision is essential

Overview

The DIFC Courts operate independently using English common law principles, efficiently handling civil and commercial disputes. Under DIFC Law No.12 of 2004, the Court of First Instance (CFI) and Court of Appeal (CA) manage civil and commercial matters exclusively, while criminal cases are referred to external UAE authorities.

Appellate Jurisdiction

The Court of Appeal comprises at least three judges, with the Chief Justice or most senior judge presiding. Judges must have held high judicial office and possess significant common law experience. The CA has exclusive jurisdiction over CFI judgments and interprets DIFC law articles.

The appellant must first seek permission to appeal, which will only be granted on grounds of real prospect of success or compelling reasons for review.

2017 Amendment — Key Reforms

• Filing timelines extended from 14 to 21 days
• The original CFI judge — rather than the CA — initially reviews permission requests, ensuring more informed decision-making
• Refusals of permission can be appealed to the CA within 21 days

Case Management Timelines

• Appellant's notice: within 21 days of judgment
• Respondent's reply: within 21 days of receiving the appeal
• Respondent's skeleton argument: within 28 days
• Supplementary skeletons: within 14 days
• Appeal bundles: filed 21 days before hearing
• Authorities bundle: filed 7 days before hearing
• Final judgments typically delivered within 3–6 months

Orders the Court of Appeal Can Issue

• Issue orders the CFI could have made
• Set aside the CFI decision
• Require or prohibit specific actions
• Declare facts or legal positions
• Issue any other appropriate orders as circumstances demand

Overview

This article examines how force majeure doctrine applies during the COVID-19 pandemic under UAE law, offering practical guidance for contract drafting. Force majeure refers to an event beyond a party's reasonable control that prevents contract performance. While UAE law lacks a specific force majeure definition, interpretation depends on contract language and governing law provisions.

Force Majeure Under UAE Law

• Article 273 (UAE Civil Code): Allows contract termination or suspension when force majeure makes performance impossible — notably distinguishing impossibility from mere difficulty or hardship.
• Article 287: Exempts parties from remedying losses arising from uncontrollable circumstances, absent contrary agreement.
• Article 249: Grants courts discretion to reduce liability for unforeseeable exceptional events that make performance oppressive but not impossible.

COVID-19 as Force Majeure

Whether COVID-19 qualifies as a force majeure event depends on contract language and whether non-performance stems from the virus itself or government responses to it. Courts examine the specific contract wording, whether performance became truly impossible versus commercially difficult, mitigation efforts undertaken, and whether the triggering event was foreseeable.

Best Practices for Drafting Force Majeure Clauses

• Specificity: Define triggering events precisely rather than using vague terms like "acts of God"
• Alternative Performance: Prescribe alternate fulfillment methods for critical obligations
• Suspension Options: Include temporary suspension or extension provisions instead of automatic termination
• Notice Requirements: Establish clear procedures and timelines for invoking force majeure
• Internal Consistency: Ensure force majeure provisions align with other contract timelines
• Insurance Coverage: Include applicable coverage for losses from qualifying events
• Renegotiation: Permit clause modification to prevent contract impossibility
• Dispute Resolution: Incorporate mediation before arbitration or litigation

Overview

The Dubai International Financial Centre (DIFC) Courts function with their own independent legal system based on English common law. DIFC Law No.12 of 2004 grants jurisdiction over civil and commercial matters to the Court of First Instance and Court of Appeal, though criminal matters fall outside their purview.

Witness Statements

The Rules of the DIFC Courts (Part 29) establish clear standards for witness statements. They must be concise and consider the significant matters of the case, indicating whether claims derive from personal knowledge or information from other sources. Witness statements cannot contain lengthy quotations from documents or engage in legal argument.

Permission to Appeal

Appellants have 21 days from judgment to request permission to appeal. Grounds must specify whether each argument concerns law or fact and explain why the impugned decision was wrong or unjust due to a serious procedural or other irregularity.

Court of Appeal — Document Timelines

• Appellant's skeleton argument: submitted with appeal notice or within 21 days
• Respondent's counter-skeleton: within 21 days of receiving the appeal
• Appeal bundle: at least 21 days before hearing
• Authorities bundle: at least 7 days before hearing
• Final decisions are binding and typically delivered within 3–6 months

Court of Appeal Structure

The Court of Appeal comprises at least three judges, typically presided over by the Chief Justice. Judges must hold high judicial office in any jurisdiction recognised by the UAE government and possess significant common law experience.

Overview

Kadernani & Company provides comprehensive dispute resolution services across multiple legal platforms in the UAE, leveraging both English Common Law and Arabic legal systems to deliver the most effective outcomes for our clients.

DIFC & ADGM Courts

The firm is registered with both the Dubai International Financial Centre Courts and Abu Dhabi Global Market Courts. These institutions operate using English-language proceedings on a Common Law basis. We actively represent clients in disputes involving construction, real estate development, banking, and finance matters before these courts.

Arbitration

The firm maintains an active arbitration practice, representing clients in both ad hoc and institutional arbitrations across all major centres including DIAC, ICC, DIFC-LCIA, and ADCCAC.

Litigation before Arabic Courts

The firm collaborates with specialised UAE national advocates to represent clients before Arabic Courts across all Emirates and at all levels — First Instance, Appeal, and Cassation. This arrangement combines in-depth understanding of UAE laws and practices with international commercial expertise, enabling the firm to manage sensitive and complex cases within the UAE court system.

Overview

The firm offers strategic advisory services tailored to the UAE's dynamic financial landscape. We provide solution-based counsel for cross-border transactions, leveraging commercial expertise and a deep understanding of Arabic legal frameworks.

Our team also assists clients with day-to-day operations, advising on compliance, regulatory and employment matters, and corporate governance aligned with industry best practices.

Our Approach

• Solution-focused advice tailored to your commercial objectives
• Deep understanding of both Common Law and Arabic legal systems
• Practical guidance on navigating UAE regulatory requirements
• Support for multinational corporations and emerging enterprises alike
• Ongoing advisory relationships for sustained business success

Overview

The firm provides expert legal advice and drafts a wide range of commercial agreements with meticulous attention to detail. Our drafting practice covers the full spectrum of commercial transactions operating in the UAE and across multiple jurisdictions.

Our Services

• Drafting and negotiation of construction contracts and FIDIC-based agreements
• Real estate sale and purchase agreements, including off-plan and completed properties
• Mergers, acquisitions, and corporate restructuring documentation
• Banking and finance instruments including facility agreements and security documentation
• Joint venture agreements and partnership structures
• Reviewing and advising on counterparty-drafted agreements to protect client interests

Overview

The firm has incorporated over 300 companies and helps clients select the most appropriate corporate structure for their specific business needs. Our experience spans all forms of business establishment available in the UAE, ensuring clients make informed decisions that support their long-term commercial objectives.

Our Services

• Advising on the optimal corporate structure — mainland, free zone, offshore or freelance
• Incorporation and licensing for all UAE jurisdictions and regulatory authorities
• Establishment of branch offices and representative offices for foreign companies
• Setting up commercial agency and distribution arrangements
• Post-incorporation compliance, governance documentation, and ongoing secretarial support
• Restructuring and reorganisation of existing corporate groups

Overview

The firm provides comprehensive advisory services on succession planning for both business and private assets. Our team focuses on seamless transmission of assets while protecting family interests and managing risk and exposure across generations.

We work within both Sharia and Common Law frameworks, offering tailored solutions that respect the client's personal, religious, and commercial priorities.

Our Services

• Drafting of wills and registration with the DIFC Wills & Probate Registry
• Registration of wills before the Dubai Notary Public
• Family governance planning to preserve wealth across generations
• Establishment of foundations and trusts under Sharia and Common Law
• Strategic advice on asset structuring to minimise exposure and ensure smooth transitions
• Advising on succession implications of business ownership and shareholding structures

Overview

The firm advises clients on the protection and enforcement of intellectual property rights in the UAE and across relevant jurisdictions. We help businesses and individuals safeguard their brands, creative works, and proprietary information against infringement and misappropriation.

Our Services

• Trademark registration with the UAE Ministry of Economy and relevant free zone authorities
• Monitoring and enforcement of trademark rights against infringers
• Copyright advisory for creative works, software, and digital content
• Drafting of non-disclosure agreements and trade secret protection strategies
• IP due diligence in the context of mergers, acquisitions, and commercial agreements
• Representation in IP-related disputes before UAE courts and relevant authorities