Alsuwaidi & Company Secures Key Win in Trademark Dispute Involving Cross-Border Corporate Authority After nearly three years of litigation before the Dubai courts, Alsuwaidi & Company has secured a favourable judgment in a dispute involving trademark assignment, intellectual property rights, and questions of corporate authority under foreign law.
BACKGROUND
The case centred on whether the Chairman of a Luxembourg-based company had the legal authority to sign a trademark assignment agreement. The opposing party contended that the Chairman had already been removed from office prior to signing and therefore lacked the capacity to bind the company. Their argument relied on a notification of removal, which they claimed was sufficient to revoke signing authority.
KEY LEGAL ISSUES
Two central legal questions arose:
- Under Luxembourg corporate law, when does removal from office become legally effective
- Can UAE courts reject the validity of an IP assignment based on alleged procedural flaws in a foreign company’s internal governance?
LEGAL FRAMEWORK AND FINDINGS
Under Luxembourg’s Law of 10 August 1915 on Commercial Companies, removal from a board position must be formalised through procedures such as registration with the Registre de Commerce et des Sociétés (RCS). At the time of signing, these steps had not been completed. The Chairman remained legally in office and retained full signing authority.
The Dubai court upheld the validity of the trademark assignment, confirming that:
- The Chairman had not been formally removed at the time of execution.
- The assignment agreement was valid and enforceable.
- Third parties acting in good faith should not be penalised for internal disputes within a foreign company.
WHAT THIS MEANS FOR BUSINESSES
1. The judgment reinforces the importance of formalising changes to corporate authority in cross-border structures. Internal decisions alone are not enough. Proper registration and compliance with corporate formalities are essential.
2. It also confirms that UAE courts are willing and equipped to consider foreign legal frameworks where required, and that they will uphold transactions where signatories have clear authority at the time of execution.
Author: Fuad Attyeh
Senior Associate, Alsuwaidi & Company
Fuad advises clients on legal matters related to civil, commercial, labour, and intellectual property law. He is actively engaged in dispute resolution and frequently assists clients with commercial, employment, and IP-related matters. His broad experience and cross-disciplinary insight allow him to support businesses in both contentious and advisory capacities.
Contact Fuad directly at: f.attyeh@alsuwaidi.ae
