Matthew Hardwick KC and Charlotte Eborall success in financial advisory fees dispute

In a significant decision concerning investment banking and financial advisory fees, the High Court upheld the Claimant’s claim for restructuring fees following the refinancing of the Defendant’s debt facilities. The judgment in Moelis & Company UK LLP, DIFC Branch v Emirates Petroleum Company P.J.S.C. [2026] EWHC 2756 (Comm) was handed down on 27 October 2026 by Stuart Ritchie KC, sitting as a Deputy High Court Judge.

3VB’s Matthew Hardwick KC and Charlotte Eborall, instructed by Simmons & Simmons LLP, acted for the successful Claimant, Moelis & Company UK LLP, DIFC Branch (“Moelis”).

Emirates Petroleum Company P.J.S.C. (“Emarat”) are a major fuel services company incorporated in Dubai and owned by the Emirates Investment Authority. The dispute arose out of Emarat’s appointment of Moelis as financial adviser in relation to the restructuring of its existing debt financing. The contractual Engagement Letter provided for monthly retainers and transaction fees, including a restructuring fee subject to a minimum of USD3 million.

Moelis provided extensive financial modelling and strategic advice to Emarat over a 4 month period from February to June 2023 pursuant to the Engagement Letter. However in June 2023 Emarat paused the engagement; entered into a number of transactions extending amending and refinancing its borrowings with its UAE banks; and rejected Moelis’ claim to any transaction fees. Emarat argued that (1) Moelis had to be (but was not) the or an “effective cause” of the transactions; (2) a suite of services had been incorporated into the Engagement Letter which Moelis had failed to perform; and in any event (3) Moelis’ entitlement to remuneration had been suspended in June 2023.

The Court’s decision

Following a trial in June 2026, the Court upheld Moelis’s claim for restructuring fees. In particular the Court:

• Rejected Emarat’s alleged “effective cause” requirement. There was no express and no implied term that required Moelis to be the “effective cause” of the transactions. This was a sophisticated written agreement the express terms of which were inconsistent with any causal requirement ([228-234]).
• Rejected Emarat’s alleged incorporation of the tender requirements. The services described in Emarat’s request for proposals and Moelis’s responses were not incorporated into the Engagement Letter as express or implied contractual terms ([205]–[215]).
• Rejected Emarat’s allegation that Moelis had failed to provide services. Emarat’s criticisms of Moelis’ performance were “unfair and unreasonable” ([90]). Moelis had performed their services as required under the Engagement Letter including the provision of a highly sophisticated and valuable operating model ([64] [73] and [236]).
• Rejected Emarat’s argument that the pause suspended Moelis’ right to the transaction fees. The pause stopped the monthly retainer payments but did not affect Moelis’ rights to the payment of transaction fees. It would be “uncommercial and irrational” if Emarat were able to pause the engagement and deny Moelis the major part of its anticipated remuneration while restructuring its borrowings using Moelis’ model and informed by its advice ([247]–[256]).

The judgment provides valuable guidance on the interpretation of financial advisory mandates and the circumstances in which transaction fees require a causal connection between an adviser’s work and the completed transaction. Following an extensive review of the authorities [102-146], the Court emphasised the primacy of the contractual wording and observed “I was shown no modern example of the implication of an effective cause requirement in a commercial contract for the provision of services” [147]–[149].

Read the judgment in full here.