This significant ruling affirms that the QFC Court’s jurisdiction is strictly limited to the specific scenarios set out in primary legislation and that its jurisdiction cannot be expanded by either contract or secondary legislation. As this article will explore, this decision contrasts starkly with earlier QFC case law and has significant implications for contract drafting and dispute resolution strategies in Qatar.
Setting the stage
In the summer of 2019, the University of Cambridge (Cambridge), acting through Cambridge University Press (both incorporated in the UK), entered into a services agreement with Technolab Co (Technolab), a subsidiary of The Holding WLL (both incorporated in the State of Qatar), for the provision of services as part of Technolab’s contract with the Qatari Ministry of Education to deliver science curriculum materials.
Following Cambridge’s completion of its contractual obligations, a first-demand guarantee and indemnity agreement was eventually agreed in early 2024 between Cambridge and The Holding WLL to secure various long-outstanding payments.
Whilst the original services agreement was governed by the laws of England and Wales and gave the courts of England and Wales exclusive jurisdiction, the first-demand guarantee and indemnity agreement notably granted exclusive jurisdiction to the "Courts of the Qatar Financial Centre" (the QFC Court) for resolving disputes related to the first-demand guarantee.
Cambridge subsequently initiated proceedings before the QFC Court to enforce the first-demand guarantee, seeking recovery of sums of approximately USD 1.68 million and GBP 681k plus interest.
The legal framework behind the fight
Under Article 8.3 of the QFC Law No. (7) of 2005 (QFC Law) (primary legislation), the jurisdiction of the QFC Court is limited to five specific scenarios, including disputes involving entities established in the QFC or those arising from transactions with a connection to the QFC.
Secondary legislation, namely Article 9 of the Qatar Financial Centre Civil and Commercial Court Regulations and Procedural Rules (QFC Court Rules), also addresses the jurisdiction of the QFC Court.
Whilst Article 9.1 of the QFC Court Rules restates the jurisdictional categories provided under Article 8.3 of the QFC Law, Article 9.2 appears to broaden the scope by allowing the QFC Court to consider the parties’ express agreement to submit to its jurisdiction—suggesting a potential opt-in mechanism:
9.2 Consistently and in accordance with fundamental international principles and international best practice, the Court will take into account the expressed accord of the parties that the Court shall have jurisdiction.
Article 9.4 of the QFC Court Rules meanwhile grants the QFC Court the final decisions as to whether a dispute falls within its jurisdiction and discretion to decline jurisdiction if it considers it appropriate or desirable to do so:
9.4 Any issue as to whether a dispute falls within the jurisdiction of the Court shall be determined by the Court whose decision shall be final. If the Court considers it desirable or appropriate, it may decline jurisdiction or may refer any proceedings to another Court in the State.
Thus, the core (and vitally important) legal issue that arose in this case was whether the QFC Court Rules, as secondary legislation, could validly extend the jurisdiction granted to the QFC Court under the QFC Law – to encompass opt-in agreements by parties otherwise unconnected to the QFC.
A scholarly showdown
At First Instance, the QFC Court acknowledged that it had jurisdiction to hear the dispute pursuant to Article 9.2 of the QFC Court Rules, based on the parties’ express agreement. However, the Court declined to exercise that jurisdiction pursuant to Article 9.4, citing the absence of a sufficient connection to the QFC. Cambridge subsequently appealed.
The Court of Appeal granted Cambridge's permission to appeal in view of the importance of resolving the question as to whether the QFC Court Rules confer jurisdiction on the Court under Article 9.2 to accept jurisdiction and if so, the principles under which the discretion under Article 9.2 should be exercised. As The Holding had not participated in the proceedings thus far, the Court appointed Amicus Curiae and subsequently posed ten questions to both Cambridge and the Amicus Curiae for their input.
In its judgment, the Court of Appeal firstly affirmed that Qatar follows a legislative model of jurisdiction, meaning a court may only exercise jurisdiction if it is conferred on it by legislation (Article 132 of the Constitution of Qatar). This distinguishes Qatar from jurisdictions where parties may confer jurisdiction on a court solely through contractual agreement
Secondly, the Court of Appeal explored the hierarchy of laws in Qatar holding that secondary legislation made under the powers set out in the QFC Law must operate within the framework established by the QFC Law as primary legislation. Secondary legislation cannot contradict, modify or override the provisions of that primary legislation; a principle reinforced by the Qatar Court of Cassation’s Decision 28 of 2015. Accordingly, the QFC Court of Appeal concluded that Article 9.2 of the Court Rules cannot be used to extend the QFC Court’s jurisdiction beyond the specific scenarios set out in the QFC Law (or any other law granting the QFC Court jurisdiction).
Therefore, the Court of Appeal held that although the parties had expressly agreed in the first-demand guarantee to grant jurisdiction to the QFC Court, it was in fact unable to exercise jurisdiction due to the lack of primary legislative authority to do so.
The academic question of who pays the fees?
Cambridge took the rather unusual step of arguing that the QFC Court should be liable for its legal costs if the Court rejected its jurisdictional claim. It contended that both the QFC Court and the Qatari Council of Ministers should have recognised from the outset that Article 9.2 of the QFC Court Rules could not lawfully extend jurisdiction as well as criticising the QFC Court’s 2012 Practice Guide, claiming that it led to a misunderstanding that jurisdiction could be established solely through contractual agreement.
The Court of Appeal (not unsurprisingly) rejected this argument, holding Cambridge accountable for advancing its own jurisdictional position.
Post-graduation: The implications of the judgment
The Court of Appeal's decision is more than a technical clarification – it is a constitutional reaffirmation. While many international commercial courts embrace opt-in jurisdictional models to attract cross-border disputes (e.g. Dubai International Financial Centre, Abu Dhabi Global Market), the QFC Court has drawn a clear line in the sand: jurisdiction in Qatar is a matter of law, and not a matter of preference.
Indeed, this latest Court of Appeal decision contrasts directly with an earlier First Instance decision of the QFC Court, in Amberberg Limited v Thomas Fewtrell [2022] QIC (F) 3, where the Court considered an opt-in jurisdiction clause within a share purchase agreement involving a company incorporated in the QFC. Both the QFC-based company and a corporate purchaser, who was not established in the QFC, brought claims against the sellers. While it was accepted that the QFC-based company could bring its claim before the QFC Court, it was argued that the non-QFC purchaser could not, as it did not fall under any of the specific scenarios outlined in Article 8.3 of the QFC Law. Nonetheless, the QFC Court in Amberberg held that the purchaser could proceed, relying on Article 9.2 of the Court Rules, on the basis the Court was required to consider the parties’ express agreement that it should have jurisdiction.
For legal practitioners and contracting parties, this latest decision is a call to revisit jurisdictional clauses. Simply naming the QFC Courts in a contract, on its own, is not sufficient. The jurisdictional clause is enforceable only insofar as it is permitted by primary legislation. This may arise either because the QFC Court has jurisdiction under Article 8.3 of the QFC Law—rendering the clause redundant—or because another law expressly permits parties to opt-in.
Although such instances are limited, they do exist. Notably, Law No. 2 of 2017 (the Qatar Arbitration Law) allows parties to designate the QFC Court as the “Competent Court” to support arbitration proceedings. This includes powers to assist with the appointment of arbitrators, the taking of evidence, and applications to set aside awards—even where the arbitration is seated outside the QFC. In fact, the Court of Appeal made clear that its decision does not affect arbitration agreements. This is consistent with the QFC Court’s decisions in C v. D [2021] QIC (F) 8 and A v. B [2023] QIC (F) 16 which confirm that parties may validly choose the QFC Court as the supervisory court for arbitration.
The final word
While the allure of opt-in jurisdiction may appeal to international parties seeking flexibility, the QFC Court has now unquestionably drawn a firm constitutional boundary, one that prioritises statutory authority over contractual creativity. For practitioners, this is more than a procedural footnote; it’s a call to scrutinise jurisdictional clauses with renewed rigour and to align dispute resolution strategies with the legal architecture of Qatar.
Please contact Alexander Kelsall or Marah Badran for further information
