Restoring True Ownership by Reconciling Abu Dhabi Mainland Law and ADGM Real Estate Regulation

This case arose from disputes over three apartments (“Units”) in a prominent Residential Tower (the “Building”)  on Al Reem Island, Abu Dhabi. The original developer had sold units to individual buyers under sale and purchase agreements between 2007 and 2014.  

The buyers (“our Clients”) included: 

• • An investor who purchased two units. 

• • A young professional who acquired a unit from his father while he was studying abroad.  

Later, the wider plot on which the Building stands was sold and transferred to another developer or property management company (the “Defendant”). The Defendant then became the registered owner of all the units in the Building through this transfer. The titles were first registered with the Abu Dhabi Department of Municipalities and Transport (DMT), and later moved automatically into ADGM’s new land register in 2025.  

The Defendant then sued our Clients in the ADGM Court of First Instance. The Defendant claimed that, as the registered owner, it was entitled to: 

• • Possession of the Units, and 

• • Damages for alleged unlawful occupation.  

Our Clients, whom we represented, filed counterclaims. They explained that they had purchased and paid for their Units from the original developer many years earlier, and that the Defendant’s registrations were incorrect. 

The Challenge 

This was not a simple dispute over apartment ownership. It raised several complex issues that sit at the heart of ADGM’s new real property regime. 

Competing titles and a new land Regulation

The Defendant held registered title to the Units under the ADGM Real Property Regulations 2024. The buyers held earlier contractual rights under sale and purchase agreements with the original developer. The Court had to decide when a registered title can be “impeached” under section 24(f) of the Regulations, which creates an exception to the general rule that the register is final.  

Cross-over between Abu Dhabi mainland law and ADGM Real Estate Regulation.

The history of the Building involved: 

• Abu Dhabi real estate laws and the DMT register. 

• Later migration of titles to ADGM’s land register with effect from 1 January 2025.  

The Court had to blend both frameworks and decide how the earlier mainland transactions affected ADGM titles. 

Proving old purchases and payments

The purchases of Units dated back more than a decade. Payments were often made in cash, and the original developer had long since run into financial trouble. Records were incomplete, and witnesses’ memories had faded. Yet our Clients needed to show that:

• The original developer had validly sold them the Units, and 

• Defendant knew, or should be treated as knowing, that these Units had been sold before it registered them in its own name.  

A powerful opponent with registered title

On paper, Defendant appeared to have a strong position. It held the registered titles and argued that:

• The Sale Contract, by which the wider plot was sold to them, included all units. 

• The later transfer to Defendant gave it a clean, indefeasible title to the Units.  

Our task was to show that, in law and on the facts, this was not the full story. 

Our Approach 

We built our strategy around three core pillars. 

Reconstruct the real history of ownership of the units

We first mapped the entire life cycle of the Building: 

• • Development by the master developer. 

• • Off-plan sales by the original developer to individual buyers between 2007 and 2014. 

• • The subsequent Sale Contract for the wider plot to the Defendant. 

• • A separate “Sale Contract” referred to in evidence, covering only unsold units (110 residential and a few commercial units to the Defendant).  

We highlighted that the Units had already been sold to our Clients before the Sale of wider plot to the Defendant and were therefore not part of the later transfers to the Defendant. 

Use section 24(f) as the key legal gateway

Section 24(f) of the ADGM Real Property Regulations 2024 allows the Court to set aside a registered title where the registered owner is under an “equitable obligation” to another person. 

We focused on showing that: 

• • Defendant knew that the Units had been sold to third-party buyers. 

• • Despite that knowledge, it caused the Units to be registered in its own name. 

• • That conduct gave rise to an equitable obligation to restore the Units to their true owners.  

The Court eventually accepted this and held that Defendant held the Units as a constructive trustee for the buyers, and must restore ownership to them.  

Turn Defendant’s own conduct against it

We also relied heavily on Defendant’s own documents and conduct, including: 

• • Service charge invoices issued to the Defendants as “owners”, not as tenants. 

• • A 2020 internal list of apartments “acquired” by Defendant, in which the three disputed units did not appear. 

• • Evidence that Defendant had already transferred around 289 units back to earlier buyers who produced their sale agreements and proof of payment.  

These materials showed that Defendant knew many units had been legitimately sold to third parties and that the disputed units were treated in practice as privately owned. 

Key Arguments and Submissions 

The wider plot sale contract did not capture our clients’ units 

We argued, relying on the valuation and surrounding evidence, that: 

• • The wider plot sale contract transferred Plot C8 and a portfolio of unsold units, 

• • The disputed units were not among those unsold units, as they had been the subject of earlier sale and purchase agreements with the original developer.  

The Court agreed and held that the Defendant did not acquire the Units under the wider plot sale contract.  

Defendant was a constructive trustee 

Based on the history and the knowledge findings, we asked the Court to declare that Defendant: 

• • Held the disputed Units as a constructive trustee for our clients , 

• • Was legally bound to restore ownership to them.  

The Court agreed and expressly found that Defendant’s conduct in registering the disputed Units in its own name was sufficient to give rise to an equitable obligation under section 24(f). 

Payment issues should not defeat genuine purchasers

The Defendant argued that our Clients had not proven full payment for their Units. In particular: 

• • The Defendant questioned whether the full cash price had truly been paid.  

• • The Defendant challenged the details of how the purchase was funded.  

We argued by: 

• • Linking sale and purchase agreements with contemporaneous statements of account. 

• • Showing consistent occupation and payment of service charges over many years. 

• • Emphasising that disputes about payment, if any, lay between the buyers and the original developer, not Defendant. 

How We Handled the Evidence 

Because many events went back to 2007–2014, the evidential task was delicate. We adopted a disciplined approach: 

Create a master chronology

We aligned: 

• • Development milestones. 

• • Off-plan sales and handovers. 

• • The internal steps that led to Defendant’s registrations with DMT and later ADGM.  

Use Defendant’s own records

We relied on internal documents produced in disclosure, such as: 

• Lists of units treated by Defendant as part of its portfolio. 

• Records of service charges raised only on “owners”.  

Support witness evidence with documents

Where witnesses could not recall every detail of long-past cash payments, we anchored their testimony to: 

• • Sale and purchase agreements. 

• • Statements of account from the developer. 

• • Long-standing occupation and payment of building service charges.  

Connect the evidence back to section 24(f)

Every piece of evidence was used to answer one core question. Did Defendant know, or should it be taken as knowing, that these units had already been sold, yet still register them in its own name? 

This structured evidential approach allowed the Court to decide the case and helped keep the focus on the real owners’ rights. 

The Outcome  

The ADGM Court of First Instance issued a single joint judgment for all cases, with detailed orders in Schedules.  

• • The Court declared that the title deed issued to Defendant for the disputed Units had been issued in error. 

• • Defendant was ordered to take all necessary steps with the ADGM Registration Authority to transfer the title into the Defendants.  

• • The transfer must be free of encumbrances, save for any proper outstanding service or utility charges.  

• • Pay the registration and related fees to the ADGM Registration Authority, subject to future costs submissions. 

Why This Case Matters 

This judgment is one of the first major decisions under the ADGM Real Property Regulations 2024 on: 

• • The effect of registration and indefeasibility of title. 

• • The scope of the exception in section 24(f) where the registered owner is under an equitable obligation to someone else.  

The Court clearly held that: 

• • Registration is powerful, but not absolute. 

• • If a company like Defendant knows that a unit was previously sold to a third-party buyer, it can be treated as a constructive trustee for that buyer. 

• • In such cases, the Court can order rectification of the register and restore ownership to the true owner.  

From a buyer’s point of view, this ruling confirms that the Court will honour genuine purchase agreements, even if the developer’s later actions create confusion. 

For developers, portfolio owners and funders, it is an important reminder to ensure proper due diligence before registering large blocks of units in their own name. 

Insights for Businesses/Clients 

1. Keep your documents
   Sale and purchase agreements, statements of account, payment receipts and service charge invoices may seem routine. In disputes like this they become critical. Keep them safely, even after many years.
2. Registration matters, but so does conduct
   How a company treats you in practice is relevant. If you are invoiced as an owner for many years, that may later support your position if title is challenged.
3. Off-plan buyers are not powerless
   Even if the register shows someone else as owner, ADGM Courts can look behind the register. If you bought and paid for a unit in good faith, you may still have strong rights.
4. For corporate owners and investors
   If you acquire a large portfolio of units through a bulk transaction:

• Check carefully which units were already sold off plan. 

• Align your legal position with your practical conduct. 

• Avoid registering units in your own name where there is a known or suspected prior sale. 

How can we assist you? 

We regularly advise and represent clients in ADGM Court’s real estate and commercial division, including: 

• • Purchasers facing claims by registered owners or developers. 

• • Investors and lenders looking to secure real estate interests in Al Reem Island and designated investment areas. 

We can help you assess your position, protect your rights, and plan the most effective legal strategy if you are: 

• A long-standing owner whose title is in doubt, or 

• A developer or investor dealing with complex historical registrations in ADGM.