The High Court's recent decision in Clyde & Co LLP v Abhimanyu Jalan [2026] EWHC 403 (Comm) concerns an application by the well-known global law firm, Clyde&Co & Co LLP ("Clyde&Co"), for an anti-suit injunction ("ASI") to restrain proceedings brought by Mr Abhimanyu Jalan, a corporate lawyer employed at Clyde&Co's Middle East Regional Office in Dubai, in the Dubai Labour Court. The case raises important questions about the use and limitations of English arbitration agreements in cross-border employment relationships, and the extent to which an employer may rely on such clauses against its own employees.
The facts
Mr Jalan was born in India, holds Canadian citizenship and is a qualified lawyer in India, Ontario and England & Wales. Since 2004, he resided in the UAE and worked for Clyde&Co in Dubai. He was therefore a resident and domicile of the UAE.
Mr Jalan was initially offered employment in 2004 as an Overseas Manager in Clyde&Co's Dubai office, under a contract governed by UAE law with no arbitration agreement. In 2006, he was promoted to Senior Overseas Manager - a role Clyde&Co asserted was the equivalent of a Senior Equity Partner - though Mr Jalan was never himself made a partner or member of the firm.
His employment documentation consisted of several documents: (a) a Terms letter setting out the conditions of his employment; (b) an Annex containing further provisions on confidentiality, restrictive covenants and removal; (c) a remuneration letter; (d) a Partner Equivalent letter; and, importantly, (e) standard form employment contracts registered with the UAE Ministry of Human Resources and Emiratisation ("MoHRE") (the "MoHRE contracts"), which were required by UAE law to be executed by the parties from time to time and filed with the MoHRE to allow Mr Jalan to work lawfully in the UAE.
The arbitration agreement relied upon by Clyde&Co in this case was contained in clause 12 of the Terms letter, which provided that in the event of any dispute, the matter would be referred to a sole arbitrator sitting in London, to be nominated by the President of the Law Society of England and Wales in default of agreement. Crucially, however, within the very same sentence, clause 12 also provided that the terms of employment would be "governed by UAE law No 8 of 1980 as amended" - a law which, effectively, renders arbitration agreements in employment contracts void.
There was no dispute that the proper law of the arbitration agreement was English law, the underlying dispute concerned Mr Jalan's bonus entitlement. He believed that Clyde&Co's CEO, Mr Kelsall, had agreed in June/July 2023 that his remuneration would be fixed at lockstep 4 (64 profit-sharing units). By May 2025, he had been notified that he had been reduced to lockstep 1, prompting him to raise the dispute in the Dubai court (the "Dubai Proceedings").
Before commencing the Dubai Proceedings, Mr Jalan was required to file a complaint with the MoHRE. He did so on 17 July 2025. Clyde&Co's response was to indicate that, if Mr Jalan did not withdraw the Dubai Proceedings, it would serve a Removal Notice terminating his employment for "good cause". The Court noted that this was "a somewhat extraordinary way to treat someone who had been the equivalent of a Senior Equity Member of Clyde&Co for 19 years."
The legal issues
Mr Justice Michael Green framed the case around three key questions:
- Was there a sufficiently high probability of there being a valid and enforceable English arbitration agreement covering the dispute?
- If so, was the dispute arbitrable?
- Would it be just and convenient to grant the ASI in any event?
Issue 1: Was there a valid and enforceable arbitration agreement?
The court confirmed that the applicable test required Clyde&Co to show, "to a high degree of probability", that there was a valid and binding arbitration agreement covering the dispute in question.
Clyde&Co's position was straightforward: it said there was a clear arbitration agreement governed by English law, and that it was irrelevant that the agreement might be invalid or unenforceable under UAE labour law.
Mr Justice Michael Green rejected Clyde&Co's characterisation of the MoHRE contracts as mere administrative documents. He found that they formed part of the contractual relationship between Clyde&Co and Mr Jalan, as expressly stated in the contracts themselves, and that they made clear that both parties recognised that the UAE Labour Law governed the employment relationship, that they would abide by it, and that any provision violating it was void.
The court received uncontested expert evidence from Mr Ammar El Banna on the UAE Labour Law, who opined that an arbitration clause purporting to exclude UAE Labour Law or bypass the MoHRE's mandatory process "would, in my opinion, be considered null and void under UAE law" as "employment disputes are not arbitrable" under UAE law.
Ultimately, the court found that there was either too much inconsistency and conflict between the relevant contractual documentation - in particular the Terms letter, the Annex and the MoHRE contracts - to conclude that the arbitration agreement was intended to be binding; or those concerns were exacerbated by the subsequent entry into the MoHRE contracts, which never referred to London arbitration still applying, and meant that the parties could be taken to have agreed that the arbitration agreement had been rendered inoperative.
In short, the court could not be satisfied that Clyde&Co had shown a high probability of there being a still valid and binding arbitration agreement, and accordingly Clyde&Co could not establish that Mr Jalan had acted in breach of any arbitration agreement by pursuing the Dubai Proceedings.
Issue 2: Was the dispute arbitrable?
The court held that, had it found a valid arbitration agreement to exist, it would not have held the dispute to be non-arbitrable, on the basis that foreign public policy should not be taken into account when assessing arbitrability as a matter of English law.
Issue 3: Just and convenient?
Even if a valid arbitration agreement been found, the court indicated it would have declined to grant the ASI on discretionary grounds, concluding that employment relationships should be treated differently to ordinary commercial disputes, and that employees should be protected - particularly where, as here, UAE law was the governing law of the employment relationship and Mr Jalan was only doing what he was required to do under UAE law by pursuing the Dubai Proceedings.
What happens in practice?
It is standard practice in the UAE for employers to issue two separate contracts to employees, particularly where a standard form contract is required to be filed in order to obtain a work permit (for example, for employers falling under the jurisdiction of the MoHRE, the Jebel Ali Free Zone Authority, the Dubai Multi Commodities Free Zone Authority or the Dubai Airport Free Zone, etc.).
Template contracts are typically relatively basic and do not contain the provisions necessary to properly govern the employment relationship or indeed to clearly set out the obligations owed by either party. For that reason, it is very common for the relevant standard form contracts to be executed and then supplemented by a secondary, more detailed contract.
As can be seen from the case described, this can potentially create difficulties if the documents which form part of the employment relationship are not looked at holistically, and in the context of the applicable laws.
Key practical lessons
Treat MoHRE contracts as part of the employment contract, not administrative formalities
Clyde&Co sought to characterise the MoHRE contracts as documents of little substantive significance - merely a record of the employment relationship filed with the UAE authorities to comply with local registration requirements. This is a very common approach and understanding of the role of standard form contracts.
The court firmly rejected this approach. Even if Clyde&Co was required to enter into the MoHRE contracts for regulatory reasons, that did not diminish its stated and agreed obligation to abide by the UAE Labour Law, which included litigating any employment disputes first through MoHRE and then in the Dubai Labour Courts.
Employers operating in jurisdictions that require mandatory employment registration should carefully consider the contractual and legal effect of the documents they sign. Treating regulatory compliance as a box-ticking exercise, separate from the "real" employment relationship, carries significant legal risk.
Be wary of internal inconsistencies in employment documentation
The court noted a clear inconsistency between the Terms letter and the Annex, with both their arbitration agreements and their governing law clauses differing from one another. More fundamentally, the arbitration clause itself appeared within the same sentence as an express choice of UAE law - a law that renders such arbitration clauses void.
Employers constructing complex multi-document employment arrangements - particularly those with cross-border dimensions - must ensure that the various documents are consistent and that the overall picture they present is legally coherent.
Even where the contracts in place are made up simply of a standard form contract (like the MoHRE contract) and a supplemental agreement, any inconsistency between the terms of the documents in the context of a dispute will likely be determined in favour of the employee. So, for example, if one document has a probation clause and the other doesn’t and the employer seeks to terminate during probation and, in doing so, gives only 14 days' notice, the courts will likely give effect to the contract without probation and will require 30 days' notice to be provided by an employer.
Representations about enforceability can have consequences
Mr Jalan's evidence was that, at the time of signing the 2006 documentation, a senior representative of Clyde&Co had represented to him that the arbitration mechanisms were not valid or enforceable under UAE Labour Law, and that he was required to execute them simply to achieve consistency with Annex provisions applicable to UK-based partners.
Even if representations about the enforceability of contractual terms are not ultimately determinative of the outcome, they can colour the court's assessment of what the parties objectively intended.
The employment context matters
The court highlighted that employees and employment disputes occupy a special category, and that the position of an employee is fundamentally different from that of two commercial parties freely negotiating an arbitration agreement. Under English law, an employee is generally entitled to pursue proceedings in the jurisdiction where they habitually work.
The court also noted the nuance that Clyde&Co had itself taken the deliberate decision that Mr Jalan could not be made a partner or member of the firm whilst working in the UAE, and had instead structured his relationship as an employment contract governed, at least in part, by UAE law - bringing with it the protections that law provides.
A party cannot simultaneously rely on the benefits of structuring a relationship as a local law employment arrangement, whilst seeking to strip the employee of the legal protections that arrangement attracts.
It is however worth noting that in the UAE, even the most senior individuals in a business will typically be required to enter into a standard form employment contract for the purposes of local law compliance. There are however options to manage that, for example by using the local law contract to reflect statutory minimum entitlements and then setting out other entitlements in separate documentation (ideally, in commercial agreements governed by separate laws and subject to separate jurisdictions) and being clear as to how the documents relate to one another. This would potentially clarify any argument that employment-related payments / disputes are dealt with, as they should be, in the UAE whilst allowing flexibility to determine other disputes elsewhere.
Key takeaways from this case
- The conflict between arbitration clauses and mandatory employment law: The court declined to treat the English arbitration agreement as insulated from the broader employment contract in which it sat. This decision potentially creates a tension with the Arbitration Act 1996 (as amended by the Arbitration Act 2025), which provides that English law will govern the validity of an agreement providing for English seated arbitration, unless the parties expressly agree otherwise.
- The weight of regulatory compliance documents: The court's finding that the MoHRE contracts formed part of the overall employment agreement - and were not merely administrative documents - has significant implications for employers operating across multiple jurisdictions with mandatory local registration requirements (which is also relatively common for those in the GCC with regional management roles). How should employers in similar positions structure their employment documentation to minimise the risk of conflict?
- Arbitration in employment relationships: The court was clearly uncomfortable with the idea of an ASI being used to restrain a long-standing employee - working and domiciled abroad - from pursuing a claim in his local court. In what circumstances is arbitration ever an appropriate mechanism for resolving employment disputes involving cross-border arrangements, or should the mandatory jurisdiction of local employment courts generally prevail?
- The conduct of the employer: Mr Justice Michael Green was critical of conduct throughout the dispute. What lessons does this offer about how employers should manage disputes with senior employees, and what risks arise when litigation strategy tips into what the court characterises as "undue pressure"?
- Costs proportionality: The court observed that the costs of the ASI application would far outweigh the relatively modest amount claimed by Mr Jalan in the Dubai Proceedings. This raises broader questions about the proportionality of seeking an ASI in disputes of this nature, and whether the relief is being used - even if unintentionally - to dissuade employees from exercising their legal rights.
How Mishcon de Reya can help
Our Employment team advises employers and senior executives on the full spectrum of employment law matters, in the UK and UAE, from day-to-day advisory, workforce planning and strategy, to termination of employment and the enforcement of post-termination restrictions and everything in between. To find out more, get in touch.