FEDERAL PROPERTIES LIMITED v IBRAHIM

November 2025

These three proceedings raised fundamental questions about the way in which the Torrens system of land registration, enacted by the Real Property Regulations 2024 (the " Real Property Regulations "), apply to properties on Al Reem Island, which became part of the Abu Dhabi Global Market (" ADGM ") on 23 April 2023. After a transitional period, the Real Property Regulations came into force in relation to properties on Al Reem Island on 1 January 2025.

The proceedings were tried together over five days, from 5 to 9 May 2025. The most significant issue was whether (otherwise) indefeasible titles (as defined by section 22(b) of the Real Property Regulations) held by Federal Properties Limited - Sole Proprietorship LLC (also known as Federal Properties Ltd) (" Federal ") over Units 2701, 1307, 1315 and 914 (the " Disputed Units ") in the Mangrove Place Building on Al Reem Island were defeated by the application of section 24(f) of the Real Property Regulations, one of the exceptions to the indefeasibility rule. Section 24(f) creates an exception to indefeasibility when an " equitable obligation binding the registered owner as a result of the registered owner's conduct " requires that registered proprietor to transfer a property to another party notwithstanding the principle of indefeasibility.

The proceedings were initiated by Federal. It sought orders requiring the Defendants, Ms Rawafid Ibrahim (" Ms Rawafid ") (Unit 2701), Mr Amir Samarraie (" Mr Samarraie ") (Units 1307 and 1315) and Mr Zaid Ibrahim (" Mr Zaid ") (Unit 914) to hand over possession of each of the units to it, as registered proprietor. Ms Rawafid, jointly with her former husband, Mr Ausama Ibrahim (" Mr Ausama "), Mr Samarraie and Mr Zaid each counterclaimed (the " Counterclaimants "), seeking orders that Federal do all such things as were necessary to transfer the Disputed Units into their respective names. In the proceeding brought by Ms Rawafid and Mr Ausama, the Department of Municipalities and Transport - Abu Dhabi (" DMT ") was joined in its capacity as regulator of land situated within the Emirate of Abu Dhabi at the time that the proceeding was issued. Helpfully, DMT appeared to assist the Court. I was grateful for that assistance. No costs are sought by or against DMT.

By a joint judgment given on 4 July 2025 [1] (the " July Judgment "), I determined all three proceedings in favour of the Counterclaimants. Federal applied in each case to this Court for permission to appeal to the Court of Appeal. On 25 August 2025, permission was refused. [2] An application for permission to appeal in each case was made to the Court of Appeal. On 6 October 2025, those applications were also dismissed. [3]

There are two remaining issues in this Court that require my determination:

I deal with each in turn.

I identified the issue reserved for further submissions in the July Judgment. I said: [5]

... In post-hearing written submissions, the parties addressed any differences between the fee structures used, at applicable times, by DMT and ADGM. One option is to make a distinct determination for contribution based strictly on those differences. The other is to treat this aspect as if it were part of the question of costs and to make any necessary adjustments (i.e. set-off) in that context. I prefer the latter approach. It has an advantage of simplicity and will enable registration of the titles to be effected immediately by Federal with any reimbursement being made subsequently. Accordingly, this issue should be addressed in submissions on costs. Out of an abundance of caution, I reserve this issue as well as costs ."

As part of my formal orders, I required Federal to pay to the ADGM Registration Authority (" ADGM RA ") " any registration or other applicable fees to effect the transfer of the title deed into the name of the [relevant] Defendant without prejudice to [Federal] including any claim for those fees in its costs submissions ...". [6] To the extent to which any monies should be paid by the Counterclaimants to Federal, they can be set-off against any order for costs made against Federal.

The question is whether a contribution for registration fees should be limited to the costs that would have been payable to the DMT if registration had been effected prior to the Real Property Regulations coming into force on Al Reem Island from 1 January 2025. While counsel for Federal questioned my jurisdiction to make an order of this type, I am satisfied that jurisdiction exists and is, in fact, beneficial to Federal in that it will reduce the amount payable by it to the Counterclaimants for costs on the Proceedings. On the facts of this case, the fees payable to the ADGM RA are more than those which would have been payable to DMT, if Federal had acknowledged that the Defendants were the lawful owners of the respective Disputed Units and had taken steps to register their interests before the Real Property Regulations came into effect on Al Reem Island.

In an email sent by the Registry to the parties on 9 May 2025, after conclusion of the substantive hearing, counsel for the Claimant was required to file and serve " an agreed schedule " setting out, for each Unit, the applicable DMT registration fee if the Unit had been registered in 2021 in the name of the relevant Counterclaimant on a " first home owner " basis and the applicable ADGM registration fee if registered subsequent to judgment. Alternatively, in the absence of agreement, separate submissions were sought. As it transpired, no agreed schedule was provided but the parties each made separate submissions on the point.

I adopt the applicable registration fees set out in Ms Bejoy's submission (on behalf of Mr Samarraie and Mr Zaid) of 15 May 2025. As at least 2021, each Unit owner would have been required to pay a sum of AED 1,000, exclusive of any non-material processing or bank charges. Under the ADGM regime now in place, the fee is set at " 2% of the real property value or fair market value, as determined by the Registrar, whichever is the greater ". [7]

As a result of the orders made on 4 July 2025, Federal is required to pay registration fees to the ADGM RA in respect of the transfer of each of the Disputed Units. [8] In my view, the Counterclaimants should only be required to pay a contribution for registration fees to Federal. Having regard to my findings that the Counterclaimants each paid for the respective Disputed Units, that finding of fact would have been sufficient for the Counterclaimants to succeed if a claim had been heard and determined prior to 1 January 2025. At that time, Federal, as " Developer ", would have been required to take steps to transfer the Disputed Units under article 5 of the Department of Municipal Affairs Chairman's Decision No. (246) of 2015: Issuing the Executive Regulations on the Initial Real Estate Register Pursuant to Law No. 3 of 2015 concerning the Regulation of the Real Estate Sector in the Emirate of Abu Dhabi, articles 4 and 5. [9]

In my view, Ms Rawafid and Mr Ausama (in respect of Unit 2701), Mr Samarraie (in respect of Units 1307 and 1315) and Mr Zaid (in respect of Unit 914) shall pay, in respect of each Unit the registration fee of AED 1,000 would have been payable in 2021, on a " first home owner" basis, by Federal had it effected registration through DMT while it held administrative responsibility for the registration of land in the Emirate of Abu Dhabi. That amount shall be deducted from the costs on the substantive proceeding awarded in favour of the relevant Counterclaimant.

This Court has a broad discretion as to costs: see section 49 of the ADGM Courts, Civil Evidence, Judgments, Enforcement and Judicial Appointments Regulations 2015 and rule 195(1) of the ADGM Court Procedure Rules 2016 (the " Rules "). The discretion is to be exercised judicially, " in a manner consistent with the criteria and principles set out in relevant rules or practice directions ": see Turcon v Assaf. [10]

In general terms, costs must be assessed by reference to whether they are " reasonably incurred " and " reasonable in amount ". Where costs are awarded on the standard basis, the principle of proportionality is also important: see Rule 198(1) of the Rules. Rule 198(2) of the Rules provides that the Court must " resolve any doubt which it may have as to whether costs assessed on the standard basis are reasonably incurred and reasonable and proportionate in amount in favour of the paying party "; in this case, Federal. I am satisfied that costs should be summarily assessed on the standard basis.

At the substantive hearing, Ms Rawafid and Mr Ausama were represented by three counsel from MIO Legal Consultants LLP (" MIO "). That firm entered into a fixed fee arrangement with their clients of AED 80,000 which covered MIO's entire engagement in the substantive proceeding including the trial. Ms Rawafid and Mr Ausama also claim disbursements in the sum of USD 28,571.05 (equivalent to AED 104,927 rounded) relating to court filing fees and translation fees. The claimed amounts total AED 184,927.

In the context of a complex claim heard over five sitting days with many witnesses called and cross-examined, I consider that Ms Rawafid and Mr Ausama incurred reasonable costs, which are reasonable in amount and are proportionate to the matters in issue. On that basis, I make a single award of costs in favour of Ms Rawafid and Mr Ausama in the sum of AED 184,927.

Both Mr Samarraie and Mr Zaid were represented by Ms Bejoy, of ATB Legal Consultancy FZ LLC. She has claimed costs on behalf of Mr Samarraie in the sum of AED 923,984.82 and AED 402,036.86 for Mr Zaid. These costs figures are all-inclusive in that they include, respectively, both the legal costs and disbursements incurred by Mr Samarraie and Mr Zaid.

By way of comparison, had it been successful, Federal sought costs against Mr Samarraie and Mr Zaid respectively in the sums of AED 296,551.55 and AED 302,501.60. Relevantly, for the purpose of determining the importance of the matters in dispute, the purchase price of the Disputed Units for which ownership was claimed by Mr Samarraie and Mr Zaid respectively were: AED 2,364,700 (Units 1307 and 1315) and AED 1,359,865 (Unit 914).

While the costs sought by Ms Bejoy are considerably greater than those sought by MIO for Ms Rawafid and Mr Ausama, that is partly a function of the fixed fee arrangement that they entered into with MIO. More significantly, it was clear to me that Ms Bejoy carried the burden of legal argument on all three cases, given that the interests of her clients coincided with those of Ms Rawafid and Mr Ausama. To that extent, the costs incurred by Mr Samarraie and Mr Zaid enabled Ms Bejoy to present comprehensive and helpful submissions to the Court on questions of some complexity and difficulty. The amount to be awarded in favour of Mr Samarraie and Mr Zaid should reflect that contribution.

Ms Bejoy confirmed that she had carefully differentiated the time spent on each of Mr Samarraie's and Mr Zaid's claims in calculating the costs sought, and in apportioning them between the parties. It is clear that Ms Bejoy spent most of her time addressing more difficult issues arising in respect of Mr Samarraie's claim. Mr Zaid was unable to add much to the substance of the debate, his Unit having been acquired through negotiations conducted by his father, Mr Ausama. It was his father, for whom MIO acted, who gave necessary evidence in respect of Mr Zaid's claim. To that extent, Ms Bejoy's apportionment of costs as between her clients is understandable. As they have agreed to that division, I do not propose to adjust it in any way.

I am satisfied that the costs incurred by Ms Bejoy were reasonably incurred, reasonable in amount and proportionate to the importance of the issues with which the parties for whom she acted were concerned. Nevertheless, I make a downward adjustment to take account of the need for reasonable and proportionate costs to be considered from the perspective of the paying party if there were any doubt as to the appropriateness of the amount claimed. In this case, I consider there is a degree of doubt which must be taken into account, arising out of the fact that Federal will be obliged to pay two sets of costs incurred by Mr Sammaraie and Mr Zaid with the risk of double counting. The deduction I shall make takes account of the much lower costs awarded in favour of Ms Rawafid and Mr Ausama by virtue of their fixed fee agreement with MIO.

I award costs in favour of Mr Samarraie in the sum of AED 750,000 and in respect of Mr Zaid, the sum of AED 250,000. The amounts payable as contributions to the costs of registering titles (AED 1,000 in respect of each Unit) shall be set-off against the amounts that Federal is required to pay. For the avoidance of doubt, a sum of AED 2,000 shall be set-off against the costs payable to Mr Samarraie because he needs to be registered as owner of two separate Units.

By the time that the applications for permission to appeal had been made by Federal, Ms Bejoy was acting for all of the Counterclaimants. The submissions that she made were substantially similar. Ms Bejoy filed a " common cost statement " for each of the three proceedings which she seeks (with the agreement of her clients) to have divided three ways. The total amount claimed is AED 108,984.07.

I consider that the costs were reasonably incurred, are reasonable in amount and are proportionate to the nature of the permission to appeal applications to which her clients were responding. I award: (a) Ms Rawafid and Mr Ausama; (b) Mr Samarraie; and (c) Mr Zaid a sum of AED 36,300 each; a rounded division of one-third each in respect of a total claim of AED 108,984.07. No deductions are to be made by Federal from this sum.

In case no. ADGM CFI-2023-249, the Claimant is to pay the Counterclaimants' costs of the Proceedings in the total sum of AED 220,227, calculated as follows: (a) AED 184,927 for costs of the substantive proceeding; plus (b) AED 36,300 for costs of the permission to appeal proceeding; less (c) AED 1,000 as contribution towards title registration costs.

In case no. ADGM CFI-2024-047, the Claimant is to pay the Counterclaimant's costs of the Proceedings in the total sum of AED 784,300, calculated as follows: (a) AED 750,000 for costs of the substantive proceeding; plus (b) AED 36,300 for costs of the permission to appeal proceeding; less (c) AED 2,000 as contribution towards title registration costs.

In case no. ADGM CFI-2024-154, the Claimant is to pay the Counterclaimant's costs of the Proceedings in the total sum of AED 285,300, calculated as follows: (a) AED 250,000 for costs of the substantive proceeding; plus (b) AED 36,300 for costs of the permission to appeal proceeding; less (c) AED 1,000 as contribution towards title registration costs.