The ADGM Court of First Instance dismissed a set-aside application targeting an arbitral award that ordered specific performance of an option agreement over ADGM real property and granted enforcement by directing compulsory transfer of the title deed. Two points are authoritatively established. First, real property disputes governed by ADGM law are arbitrable, notwithstanding that title registration falls within a statutory regime. Second, the ADGM Courts hold 'opt-in' jurisdiction to entertain both set-aside and enforcement applications in respect of awards seated outside ADGM where the governing substantive law is ADGM law and the onshore courts have themselves declined jurisdiction. The case resolves a jurisdictional vacuum created when the Abu Dhabi Court of Cassation held that annulment jurisdiction vested exclusively in the ADGM Courts, leaving the award-debtor with a set-aside window in an unfamiliar forum. Justice Heath held the set-aside application time-barred. On enforcement, he exercised the court's discretion to grant specific performance orders directed at the registration process itself, setting a practical template for compelling title transfers under ADGM's real property framework.
Decision
Justice Heath dismissed the Set Aside Application. It was time-barred, and in any event real property disputes of this character are arbitrable under ADGM law. The Enforcement Application was granted. B32 was ordered by 4.00 pm on 26 June 2026 to take all steps necessary to effect transfer of the Unit's title deed to A32 through the ADGM Registration Authority, including payment of all registration fees and other associated costs, and submission of all documentation required for any No Objection Certificate. The transfer was required to be free of all encumbrances, charges and third-party claims. Liberty to apply was reserved to A32. The Stay Application was dismissed with no order as to costs. A costs order nisi was made in favour of A32 on both the Set Aside Application and the Enforcement Application, to be summarily assessed on the standard basis if not agreed, including costs yet to be incurred in finalising the transfer; the order would become absolute at the same 26 June 2026 deadline unless B32 applied to discharge or vary it.
Facts
The dispute arose from an Option Agreement dated 31 August 2020 between A32 (buyer and option-holder) and B32 (developer and grantor) for a residential unit — Unit ABC — on Al Maryah Island within the ADGM. Clause 33 of the Agreement contained the arbitration agreement. It stated explicitly that the seat of the arbitration was Abu Dhabi, UAE and that the proceedings would be conducted under the Abu Dhabi Commercial Conciliation and Arbitration Centre Rules in force at the relevant time. The governing substantive law was ADGM law. A tribunal of three arbitrators — President Ms Anja Bolz, and Co-Arbitrators Ms Aarta Alkarimi and Mr Shafiq Jamoos — confirmed in the award that the procedural law was UAE Federal Law No. 6 of 2018 on Arbitration and that the arbitrateAD Rules applied. The Award, dated 3 October 2025, found the Agreement valid and subsisting and directed relief in the nature of specific performance in favour of A32. B32 applied to the onshore Abu Dhabi Court of Appeal to annul the Award under Article 54 of the UAE Arbitration Law. On 26 November 2025 that court dismissed the application on the merits. B32 appealed to the Abu Dhabi Court of Cassation. On 30 December 2025 the Court of Cassation refused to stay enforcement of the Award pending the appeal. On 29 January 2026 it dismissed the appeal entirely, holding that jurisdiction over any challenge to the Award vested exclusively in the ADGM Courts. In the meantime, A32 applied to this Court for recognition and enforcement. B32 responded with a jurisdiction challenge, asserting that any application for annulment, recognition or enforcement rested solely with the UAE onshore courts. Justice Heath made a Recognition Order on 21 January 2026 — granting recognition under sections 61(1)(a) and 61(3) of the ADGM Arbitration Regulations 2015 and directing enforcement under sections 61(1)(b) and 61(3) as if the Award were a judgment of the Court — and dismissed the jurisdiction challenge on the basis that the Court of Cassation had not stayed enforcement. B32 applied twice for permission to appeal: first to Justice Heath, who refused on 11 February 2026, and then to the ADGM Court of Appeal, which dismissed the application on 3 March 2026. B32 subsequently filed a Set Aside Application in the ADGM Courts, and also commenced fresh proceedings as claimant A35 against B35 (who is A32), producing the two joined matters resolved in this judgment.
Issues before the court
- Does the ADGM Court of First Instance hold 'opt-in' jurisdiction to entertain a set-aside application in respect of an arbitral award whose seat is Abu Dhabi (onshore UAE) rather than within the ADGM?
- Is the Set Aside Application time-barred under the applicable limitation regime, given the chronology of B32's prior proceedings in the onshore courts?
- Are disputes concerning real property situated within the ADGM — including specific performance of an option agreement — arbitrable, notwithstanding that title registration is a statutory function of the ADGM Registration Authority?
- Should the court exercise its discretion to grant specific performance orders to give effect to the Award, and if so, in what operational form, including orders directed at procuring title transfer through the ADGM Registration Authority?
The court's reasoning
Justice Heath's analysis proceeded in four stages. First, on opt-in jurisdiction, the court built on the foundation already laid in the Recognition Order of 21 January 2026 and confirmed by the ADGM Court of Appeal in A34 v B34 ADGMCA-APP-2026-001 (Lord Hope CJ, Justice Kenneth Hayne and Justice Sir Nicholas Patten, 3 March 2026). Section 62(1) of the ADGM Arbitration Regulations 2015 operates 'irrespective of the State or jurisdiction in which the award was made', and recognition and enforcement can be refused only if one or more of the specified grounds is established — grounds B32 had not proved. The ADGM Court of Appeal in A34 v B34 addressed three questions: whether the judge had jurisdiction to make the Recognition Order; whether any grounds under section 62(1) had been established to refuse enforcement; and whether it was open to him to act given that the Court of Cassation had not yet completed its consideration of the onshore annulment appeal. The Court of Appeal answered all three questions in favour of jurisdiction and enforcement. The Abu Dhabi Court of Cassation's ruling of 29 January 2026 — affirmatively directing B32 to the ADGM Courts — was treated not merely as persuasive but as the authoritative allocation of supervisory competence over this Award. Second, on limitation, the court applied the time limits under the ADGM Arbitration Regulations 2015, measuring the period from the date on which ADGM jurisdiction became apparent to B32 — which was, at the latest, the Court of Cassation's ruling of 29 January 2026. B32's Set Aside Application was filed after that period had expired. The court drew on A6 v B6 [2023] ADGMCFI 0005 for the applicable procedural framework governing set-aside applications in the ADGM Courts. The history of B32's prior challenges — the onshore Court of Appeal on 26 November 2025 and the Court of Cassation on 29 January 2026 — did not pause or extend the limitation clock running in the ADGM Courts once that jurisdiction had crystallised. Third, on arbitrability, this was the most doctrinally significant part of the judgment. B32 contended that disputes involving title to ADGM real property are non-arbitrable because registration and transfer of title are statutory functions vested in the ADGM Registration Authority under the ADGM Real Property Regulations 2024 and Abu Dhabi Law No. 4 of 2013, as amended by Abu Dhabi Law No. 12 of 2020. The court rejected that argument. It drew on two recent apex court decisions from common law jurisdictions. In Republic of Mozambique v Privinvest Shipbuilding SAL (Holding) [2023] UKSC 32, the UK Supreme Court articulated the test for arbitrability by reference to whether the subject-matter is one the parties can validly agree to submit to arbitration, distinguishing purely contractual rights from matters reserved by law to courts or public bodies. In FamilyMart China Holding Co Ltd v Ting Chuan (Cayman Islands) Holding Corporation [2023] UKPC 33, the Privy Council drew the line between matters that are merely regulated by statute — which remain arbitrable — and matters constitutionally reserved to the exclusive jurisdiction of a court or public authority, which do not. Applying those principles, Justice Heath held that the contractual rights between the parties — validity of the option agreement and A32's entitlement to a transfer of the Unit — are plainly arbitrable. The involvement of the Registration Authority in giving effect to the award arises at the enforcement stage, not the arbitral stage, and does not render the underlying dispute non-arbitrable. The court also cited two Dubai Court of Cassation decisions — Appeal No. 2011/486 (Court of Cassation Dubai, Real Estate Appeal, 29 November 2011) and Appeal No. 43 of 2010 (Court of Cassation Dubai, Real Estate Appeal, 26 December 2020) — alongside the companion ADGM decision Al Khaleej Investment PSC v Ocean Pearl Real Estate Comp LLC [2026] ADGMCFI 0017, to establish that across UAE jurisdictions there is a consistent position: contractual disputes relating to real property transactions do not attract exclusive court jurisdiction merely because title is registered. Fourth, on specific performance, Justice Heath applied ADGM equitable principles and the court's powers under the ADGM Court Procedure Rules 2016 to craft orders with operational precision. A bare declaration or a general enforcement order would leave A32 without a practical mechanism to complete registration if B32 remained uncooperative. The court therefore directed B32 to take all necessary steps with the ADGM Registration Authority, to bear all registration fees and costs, to submit all documentation required for any No Objection Certificate, and to ensure the transfer was free of encumbrances, charges and third-party claims. Liberty to apply was reserved to A32 to seek any further orders or directions needed to give effect to those paragraphs, allowing the court to remain available if compliance difficulties arose during the registration process.
Applicable law
- ADGM Arbitration Regulations 2015, sections 61(1)(a), 61(1)(b) and 61(3) — recognition and enforcement of arbitral awards by the ADGM Courts
- ADGM Arbitration Regulations 2015, section 62(1) — exclusive grounds on which recognition and enforcement may be refused, applying irrespective of the State or jurisdiction in which the award was made
- Federal Law No. 6 of 2018 on Arbitration (UAE Arbitration Law), Article 54 — annulment of arbitral awards by onshore courts
- ADGM Real Property Regulations 2024 — registration and transfer of ADGM real property title through the ADGM Registration Authority
- Abu Dhabi Law No. 4 of 2013, as amended by Abu Dhabi Law No. 12 of 2020 — Abu Dhabi real property registration framework
- ADGM Court Procedure Rules 2016, rules 206(2) and 206(4) — applications for permission to appeal at first instance and to the Court of Appeal respectively
Practical implications
Parties holding arbitral awards that direct specific performance of ADGM real property transactions now have a clear procedural route: apply to the ADGM Court of First Instance for enforcement regardless of where the seat of the arbitration was located, provided the underlying agreement is governed by ADGM law. Section 62(1) of the Arbitration Regulations applies irrespective of seat. The court will issue operationally specific orders — setting hard deadlines, allocating registration costs and fees to the award-debtor, requiring procurement of No Objection Certificates, and ensuring the transfer is free of encumbrances — so that enforcement does not stall at the registration stage. Drafters of option agreements and sale and purchase agreements over ADGM real property should retain an ADGM governing law clause alongside any arbitration agreement. Where the seat is onshore Abu Dhabi, drafting should anticipate opt-in enforcement in the ADGM Courts; this judgment confirms that pathway remains open even after the award-debtor has exhausted onshore annulment proceedings without success. Award-debtors must move without delay once an onshore court declines jurisdiction. The limitation clock for a set-aside application in the ADGM Courts runs from the date on which ADGM jurisdiction became apparent — here, the Abu Dhabi Court of Cassation's ruling of 29 January 2026 — not from the date of the award itself. B32's failure to act within that window was fatal to the Set Aside Application. Developers and off-plan purchasers negotiating ADGM real property contracts should note that an arbitration clause does not impair enforceability. The court has confirmed such disputes are arbitrable. Including arbitration does, however, create procedural optionality: a successful claimant can pursue recognition and enforcement in the ADGM Courts and obtain orders that compel the counterparty to complete the administrative steps required by the Registration Authority, without needing a further action on the contract.
Precedent value: This is a Court of First Instance decision and therefore persuasive rather than binding within the ADGM. It is, however, the most detailed ADGM treatment to date of the arbitrability of ADGM-sited real property disputes and the mechanics of enforcing specific performance awards through the ADGM Registration Authority. It is consistent with, and explicitly endorsed by, the ADGM Court of Appeal's confirmation of opt-in jurisdiction in A34 v B34 ADGMCA-APP-2026-001, and aligns with the companion first-instance decision in Al Khaleej Investment PSC v Ocean Pearl Real Estate Comp LLC [2026] ADGMCFI 0017. The judgment will carry significant weight in subsequent ADGM proceedings raising equivalent arbitrability or enforcement questions.
Action point
Any party who holds or faces an arbitral award relating to ADGM real property and who has been litigating in onshore Abu Dhabi courts should immediately assess whether the set-aside window in the ADGM Courts remains open. The limitation period runs from the date on which onshore jurisdiction was declined — not from the award date — and delay of the kind seen in this case will result in a time-bar without any merits consideration.
Source
This case note is generated from a public court record and reviewed under the firm's automated editorial quality gate. General information only — it does not constitute legal advice. For advice on a specific matter, please contact us.