Al Othman Holding Company (Respondent) v Al Rajhi Holding WLL (Appellant)

Case summary

Case ID

UKSC/2026/0142

Parties

Appellant(s)

Al Rajhi Holding WLL

Respondent(s)

Al Othman Holding Company

Issue

Whether a debt can be acknowledged for the purposes of section 29(5) of the Limitation Act 1980 where neither the sender nor the recipient of the relevant communication knew the basis of the underlying liability.

Facts

The Appellant and the Respondent entered into a loan agreement in 2014. Under the loan agreement, the Appellant agreed to make an interest-free loan to the Respondent, to be repaid solely out of distributions received by the Respondent as a shareholder in a company called Al Salam Energy Ltd (“Al Salam”) (in which the Appellant was also a shareholder). In exchange, the Appellant received the voting rights and dividends relating to the Respondent’s shares held indirectly in a company called Nutech Energy Alliance Ltd. In the event, the loan funds were never provided to the Respondent. Some years later, when a distribution to shareholders in Al Salam was proposed, the Chief Investment Officer of the Respondent, Mr Ronald Rizk, sent an email dated 29th October 2018 to the Deputy CEO of the Appellant, Mr Khalid Mattar, stating that: ‘As you know, we already sold our shares to Rajhi Holdings but we did not get our funds yet. Will the below dividends be considered as interest?’ The response of Mr Mattar of the Appellant, in an email sent on 1st November 2018, was as follows: ‘Based on my understanding from Khalid Al Rajhi, this amount is to be considered towards the amount due as mentioned below in your email.’ The High Court found that, on the facts, neither Mr Mattar of the Appellant nor Mr Rizk of the Respondent were specifically aware of the loan agreement at this time. On 6th September 2023, nearly nine years after the date of the loan agreement, the Respondent issued the present proceedings, seeking payment of the US $5 million which the Appellant had promised to provide under the loan agreement. The Appellant argued that the claim was barred by limitation. In response, the Respondent relied on the Appellant’s email dated 1st November 2018 as an acknowledgement within section 29(5) of the Limitation Act 1980 which restarted the running of time for limitation purposes. The High Court held that the email was not an acknowledgment within the statute, principally because it referred to a sale of shares and not a loan. Therefore, the High Court dismissed the claim. On appeal, the Court of Appeal reached the opposite conclusion on the basis that, although the email referred to a sale, it was clear that the email was referring to the transaction in the Loan Agreement. Therefore, the Court of Appeal allowed the appeal. The Appellant now seeks permission to appeal to the Supreme Court on this issue.

Date of issue

22 September 2026

Case origin

PTA

Permission to Appeal

Justices

Lord Briggs

Lord Hamblen

Lord Leggatt

Permission to Appeal decision date

2 November 2026

Permission to Appeal decision

Refused

The application does not raise an arguable point of law or a point of law of general public importance.

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