The DIFC Digital Economy Court handed down judgment in Gate MENA DMCC (formerly Huobi OTC DMCC) and Huobi MENA FZE v Tabarak Investment Capital Limited and Christian Thurner. The retrial ran for five days from 2 to 6 February 2026, addressing legal and factual issues concerning contract formation under DIFC and common law in an OTC Bitcoin transaction. The court dismissed the claimants' case in full.
Justice Black held that a new contract arose during the execution of the Bitcoin transfer, notwithstanding the failure of the parties' original agreement. The court found that the parties intended to create legal relations, that Tabarak acted for reward, and that the transaction proceeded on the basis of a newly agreed arrangement arising from conduct and performance. Because the earlier Court of Appeal finding that Tabarak acted reasonably was binding on the retrial court, no breach was established and the claim failed.
OTC digital asset brokers, custodians, and escrow service providers operating in the DIFC, or transacting under DIFC law, now have clear authority for the principle that binding obligations can arise from conduct during digital asset settlement, even where the parties' original agreement has fallen away. Counterparties structuring OTC crypto trades should document each step of settlement explicitly, particularly where custody is delegated mid-transaction or where wallet addresses change during execution. Risk allocation clauses in OTC agreements governed by DIFC law should account for the court's willingness to imply new contracts from transactional conduct.
The judgment does not establish what standard of care applies to crypto custodians acting for reward where the parties have agreed no written custody terms. Open questions remain about how DIFC courts will treat losses from mid-settlement instructions, particularly where a custodian follows a buyer's self-custody instruction without challenge and no independent verification of wallet authenticity was conducted.
Licentium advises digital asset businesses on dispute risk, regulatory compliance, and jurisdictional structuring in the UAE and MENA region, including the DIFC and ADGM special economic zones. We maintain a partner network of DIFC-registered lawyers and dispute resolution specialists for contentious matters in the Gulf and wider Middle East. To discuss how this judgment affects your OTC trading or custody operations, contact us. Work we undertake includes DIFC regulatory structuring, OTC agreement and custody review, virtual asset dispute risk analysis, and cross-border enforcement strategy.