By: Ahmed Durrani – Partner
Umang Singh – Managing Associate
Masham Sheraz – Associate
On 29 March 2026, the First Instance Circuit of the QFC Civil and Commercial Court (commonly known as the Qatar International Court (“QIC”)) issued a landmark judgment in J v K [2026] QIC (F) 7 (“Judgment”), in which it gave much-needed clarity on the scope of its jurisdiction in the aftermath of The Chancellor, Masters and Scholars of the University of Cambridge v The Holding WLL [2025] QIC (A) 6 (“Cambridge”).
Notably, the QIC confirmed that secondary legislation (in this case, the QFC Companies Regulations 2005 (“the Companies Regulations”)) can validly confer jurisdiction on the QIC, if so properly authorised by primary legislation (here, Law No. 7 of 2005 (“the QFC Law”)). The Judgment was delivered by Justices Fritz Brand, Helen Mountfield KC and James Allsop AC.
The Judgment is expected to have wide-ranging implications for entities established in the Qatar Financial Centre (“QFC”), and equally for those interacting with such entities.
Factual background and procedural history
The Claimant, J, is a German bank currently in voluntary liquidation. The Defendant, K, is incorporated and licensed in the QFC as a holding company. Until March or April 2025, the Defendant was a wholly owned subsidiary of L, a Russian joint stock company engaged in the production and sale of aluminium. The Defendant is currently owned by N, a wholly owned Russian subsidiary of L. M is a Jersey-incorporated subsidiary of L.
Both L and M are award debtors of the Claimant, pursuant to two awards issued in a London-seated arbitration conducted under the LCIA Rules. Despite multiple demands, the awards have remained unpaid. Since enforcement in Russia is practically impossible in the current circumstances, the Claimant embarked on worldwide enforcement proceedings against L and M, and their subsidiaries.
The Defendant, which holds a substantial portion of L’s assets outside Russia, became a focal point of those efforts. In March or April 2025, L transferred its shareholding in the Defendant to N. The Claimant contends that this transfer was designed to place L’s assets within the QFC beyond the reach of any enforcement action, and that the Defendant either actively misled or withheld information from the QFC Authority and the QFC Companies Registration Office (“CRO”) in procuring the transfer, in breach of Article 132 of the Companies Regulations. The relief sought by the Claimant includes a reversal of the share transfer or, alternatively, damages in a sum equivalent to the debt owed under the arbitral awards.
The Claimant instituted proceedings on 18 November 2025, and thereafter filed an ex parte application for an interim injunction the following day, which was granted on a temporary basis on 26 November 2025 (see [2025] QIC (F) 65). Upon joining the proceedings, the Defendant filed a jurisdictional challenge under Article 19 of the Court Rules, asserting that the dispute between the Claimant and the Defendant was not covered by any one of the five jurisdictional gateways contemplated in Article 8(3)(c) of the QFC Law, and that the jurisdiction could not be conferred by secondary legislation beyond the ambit of Article 8(3)(c) of the QFC Law, in line with the decision in Cambridge. In the Judgment, the QIC dismissed the jurisdictional challenge for the reasons elaborated below.
Findings of the QIC
The majority judgment was delivered by Justices Brand and Mountfield KC. Justice Allsop AC delivered a separate concurring judgment in which, having agreed with Justices Brand and Mountfield KC, he expressed the reasons for his agreement on jurisdiction in his own terms. The key findings of the Judgment are discussed below.
A. The True Scope of Cambridge
The Defendant’s jurisdictional challenge rested centrally on ¶41 of Cambridge, which was reproduced in ¶8 of the Judgment, and provides as follows: “This Court’s jurisdiction is set out in the QFC Law. It was and is not permissible to use the power to make Rules to extend to or add to or modify the jurisdiction in any way…. Any extension, addition or modification would have to be made by primary legislation.” The Defendant contended that, read together with the five jurisdictional gateways in Article 8(3)(c) of the QFC Law, this passage precluded any regulation from conferring jurisdiction on the QIC, irrespective of the nature or source of its empowering provision.
Although the QIC reaffirmed the principle in Cambridge that the jurisdiction of the QIC flows from statute, it firmly rejected the Defendant’s reading of Cambridge (and particularly paragraph 41 thereof). The QIC emphasised, at ¶9, that Cambridge had to be interpreted with regard to “the triad of text, context and purpose”. It identified the issue in Cambridge as a specific and narrow one: whether Article 9.2 of the Court Rules (as it then stood, and has since been repealed), which provided for opt-in jurisdiction by parties with no connection to the QFC, could validly create a new head of jurisdiction beyond Article 8(3)(c) of the QFC Law. In this context, ¶17 of the Judgment concluded that the power to make Rules “to facilitate the operation and functioning of this Court does not include the power to extend the jurisdiction of the Court beyond article 8(3)(c) of the primary law because the proper operation and functioning of the Court does not require an extension of its jurisdiction”.
The QIC further clarified that Cambridge did not hold, and could not be read to hold, that regulations properly mandated by primary legislation could never confer jurisdiction on the QIC. Such a reading, as the QIC held at ¶18, “would have the surprising consequence that even when the primary legislation expressly authorises the secondary legislator to confer jurisdiction on this Court by way of regulation, and the secondary legislator then does exactly that, that would still be regarded as falling outside the power conferred by the primary legislation”. The applicable test, drawn from the Qatari Court of Cassation’s Decision No. 28 of 2015, is this (see ¶19): “secondary legislation is valid, if on a proper interpretation of the higher legislation from which it purports to derive, the secondary legislation is authorised by that higher legislation.”
This conclusion was also independently reinforced by Justice Allsop AC in his concurring judgment, wherein he cautioned at ¶38 that “[j]udicial reasons are not to be read as statutes” and that “[f]aithful attention to, and dutiful compliance with, the ratio decidendi of a higher court is critical to the healthy working of any system of precedent”. In his view (at ¶39), the ratio of Cambridge was confined to the finding that Article 9.2 of the Court Rules was invalid because it provided for an opt-in jurisdiction “untethered to the operation of the QFC” that was “inconsistent with the whole intent of the jurisdictional structure set out in the QFC Law”. He further stated, at ¶43, that regulations dealing with the jurisdiction of the QIC were expressly permitted, provided they did not conflict with the primary legislation (i.e., the QFC Law) and were otherwise authorised by it.
B. Article 9.3 of the Court Rules as a Jurisdictional Gateway
The QIC also held that Article 9.3 of the Court Rules is fundamentally different in character and should be treated as such from the erstwhile Article 9.2. Unlike Article 9.2, which purported to confer jurisdiction directly, Article 9.3 makes no such claim. Article 9.3 simply provides that the QIC “shall also have jurisdiction in relation to any matter in respect of which jurisdiction is given in accordance with the Law or its Regulations”. Importantly, at ¶20, the QIC held that “[o]n its plain wording, it claims to do no more than provide a gateway or conduit to other regulations made under the QFC Law which themselves are intended to confer jurisdiction upon the Court”. Therefore, the question of whether Article 9.3 itself was properly authorised by the primary legislation to confer jurisdiction does not arise, because it simply does not purport to do so. The pivotal query will always be whether the underlying regulation, which confers jurisdiction on the QIC to determine a dispute and seeks to use Article 9.3 as a gateway, is validly founded in primary legislation.
In the QIC’s view, this interpretation was aligned with the amendments to the Court Rules in June 2025, shortly after the Cambridge judgment had been handed down: through the Ministerial Decision No. 39 of 2025, the Court Rules were amended to delete Article 9.2, whilst Article 9.3 was deliberately retained. The QIC considered the deliberate retention to show that the Council of Ministers, when issuing Ministerial Decision No. 39 of 2025, was of the view that “despite Cambridge, article 9.3 of the Rules still performed a necessary function” (at ¶21).
C. Article 133(2) of the Companies Regulations
In view of the findings on Cambridge, the QIC then addressed the central question: whether Article 133(2) of the Companies Regulations was validly promulgated under the QFC Law. The QIC focused on Article 9 of the QFC Law, read with Schedule 2, and held that Article 9 was “plainly of wide import” (at ¶23); it authorises regulations enabling QFC institutions to perform their functions; and it expressly mandates regulations imposing penalties and compensation for breach, as well as provisions for the determination of such fines and compensation. In the QIC’s view, this must include identifying the entity responsible for such determination. As the QIC observed at ¶23 of the Judgment: “an obligation without any enforcement mechanism will amount to no obligation at all.”
The QIC expressly relied on paragraphs 1 and 3 of Schedule 2 to the QFC Law. It held, at ¶24, that paragraph 1 of Schedule 2 “formed the basis of the Companies Regulations” and that obligations imposed on entities established in the QFC “are enforceable by this Court, irrespective of the status and origin of the applicant party”. As to paragraph 3 of Schedule 2, the QIC held that it specifically provides for regulations concerning the matters referred to in Article 8 of the QFC Law, i.e., the jurisdiction of the QIC. In view of the above, at ¶25, the QIC unequivocally concluded that Article 133(2) of the Companies Regulations plainly falls within the ambit of Article 9 of the QFC Law (read with Schedule 2 thereof), to the extent that it: (i) “imposes obligations on those interacting with QFC entities”; (ii) “regulates the consequences of a breach of those obligations”; and (iii) subjects such matters to the jurisdiction of the QIC.
The QIC also considered other regulations which expressly confer a right of recourse to the QIC in events of breach, without any reference to the domicile or nationality of the parties involved: the Foundation Regulations 2016, the Insolvency Regulations 2005, the Data Protection Regulations 2023, the Security Regulations 2011, and the Trust Regulations 2007. In this regard, the QIC observed, at ¶27, that a finding to the contrary would have deprived the QIC of jurisdiction in “precisely the type of cases for which it was designed to provide oversight and enforcement”. In other words, a negative finding on jurisdiction in this case would have driven a coach and horses through the QFC regulatory regime, and such an outcome would have been wholly at odds with the legislative intent underlying the QFC’s establishment.
The result, therefore, was that Article 133(2) of the Companies Regulations, operating through the gateway of Article 9.3 of the Court Rules, validly conferred jurisdiction on the QIC to determine the Claimant’s claim. And the jurisdictional challenge was dismissed accordingly. Justice Allsop AC concurred at ¶44 as follows: “[Article 133 was] expressly authorised by the words of article 9.1 of the QFC Law, and by Schedule 2, paragraph 3, supported by article 9.2” and “provides for the authority of the Court to enforce the powers and functions of the QFCA by providing for payment of compensation for breach of the Companies Regulations”.
Implications
The Judgment is one of the most significant decisions handed down by the QIC since its establishment and, at the very least, since Cambridge. It resolves an issue of real practical importance: whether the QFC’s regulatory framework, and the QIC’s supervisory role within it, stand on a firm jurisdictional footing. The QIC has now made clear that where a QFC regulation is properly authorised by primary law and confers recourse to the QIC, that jurisdiction is valid and enforceable irrespective of the domicile or nationality of the party invoking it. Those dealing with QFC entities may therefore proceed on the basis that the QIC is available as a forum for the enforcement of rights conferred by QFC regulations, provided always that the relevant regulation is itself properly grounded in primary legislation.
The Judgment is also important for what it says about the proper reading of Cambridge. The key lesson is straightforward but important: judgments are to be read against the issue they were deciding, not as a source of free-standing propositions divorced from their statutory and factual context. On that footing, J v K does not dilute Cambridge. It confirms rather that Cambridge remains a valid authority for the proposition that the Court Rules (or any other secondary legislation) cannot be used to create an opt-in jurisdiction untethered to the QFC, or otherwise to enlarge the QIC’s jurisdiction beyond what is authorised by primary legislation.
Finally, the QIC’s obiter observations on Marc Reaidi v Eversheds Sutherland (International) LLP [2025] QIC (F) 32 (“Reaidi”) are also of note. Because the Claimant succeeded on its primary case, it was unnecessary for the QIC to determine the alternative basis founded on Reaidi. Even so, the QIC indicated that it would not have been minded to accept jurisdiction on that basis. That observation suggests that future litigants seeking to invoke the QIC’s jurisdiction under the regulations would be better advised to base their case on the principles laid down in J v K (read consistently with Cambridge), rather than to place reliance on Reaidi.
Note: Sultan Al-Abdulla & Partners represent the Claimant in this case, and previously acted as lead counsel for the defendant in Cambridge.
