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Senior Partner
Senior Partner, Solicitor
Category: Law
Satisfied Customers: 13329
Experience:  Solicitor with more than 30 years experience
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My UK Limited company has been doing a software development

Customer Question

My UK Limited company has been doing a software development project for a company in UAE (Dubai). We signed a contract with them but they did not countersign the contract and have consistenty refused to do this. We did get a purchase order from them but the delivery date was for a date of the day of the purchase order which is obviously not possible for a custom development project. We queried this but they did not rectify the purchase order. We then provided an invoice for the first payment which is due at the start of the project and they didn't pay. Eventually they did pay after 94 days (their contract and purchase order specified that we would be paid after 30 days) but on the understanding that the project would be on indefinite hold because their customer was renegotiating with them. At that point we had to move our developer working on this to another project. This was in April. They then restarted the project in June and we didn't have the resources to continue the project at that point in time. I made that clear to them. They also tried to slip new features into the specification that we had not agreed to and I questioned those, but provided them with pricing if they wanted to go ahead. They sent over a change request form, but there has been no agreement for that extra functionality. A couple of days later I got a message that the project had to be finished in a matter of days otherwise they were going to have financial penalties levied on them by the cutomer. In this time no final dates for the completion of the project had been agreed and no agreement or disagreement had been made over the changes. Last week we sent them a version of the software for them to look at and they couldn't get it to work. This software reads data from UAE ID cards, but the version of the card that we have here is a test version and we haven't been able to get it to work properly. They are aware of this, but haven't provided a replacement. Unfortunately these failures didn't come to light until recently when they sent us a new version of the software to use with the card reader. Today I got an email to say that they are going to start legal action because we hadn't provided them with a working copy of the software since they restarted the project in June. Unfortunately my father died at the start of September (the customer is aware of this) and this has caused 2 problems - 1. I haven't been working full time while I have sorted out his affairs and 2. I had to bring the card Reader and UAE ID card back with me to the UK as our development office is in Moldova, which has meant that the card reader isn't available for my other developers to work with. I have the skills for doing this work myself, but my time has been limited over the last few weeks. I am really worried about what is going to happen next as dealing with these people in Dubai is very difficult. I have been running this business for 23 years now and have never been in a situation like this before. Should I be worried or is it likely that they have no juristiction in the UK. The original contract was under a Dubai juristiction, but they never signed it and we don't have an office in UAE.
Submitted: 3 years ago.
Category: Law
Expert:  Senior Partner replied 3 years ago.
Hi thanks you for your question. The short answer is that I am afraid dyes they can sue you in the uK. They could also sue you in the UAE and seek to enforce the judgement here. It is not automatic enforceable and they would have ot apply ot the court here but it is possible.
An english court would enforce a contract entered not by an English company even if it was subject to UAE law unless the contract said that it was under the exclusive jurisdiction of the dubai court.
The fact that the contract was not actually signed would not be a bar in england if these is evidence of what the terms were. IT may prevent them suing in Dubai. I am not an expert but most middle eastern jurisdictions are more formal than the English common law system.
Having said all of that this sounds like a complicated dispute with a lot of potential for argument over fault and your customer sounds not to be very organised - so the chance of them pursuing you successfully in the UK may be pretty small.