You Rejected the Bank's Offer: Does the Finance Consultant Still Get a Fee?

A DIFC finance consultant success fee dispute starts with the agreed fee trigger, not simply whether the consultant worked hard or whether you borrowed the money. A timely objection can defeat a deemed-acceptance argument under a mandate that allows objections. But a different mandate may earn the fee before any loan is drawn.

If the demand has just arrived, place the signed mandate beside the offer email and your complete response. Use the following comparison before writing that no finance means no fee. This guide concerns contractual disputes considered in the DIFC Courts. It does not assume that every Dubai financing arrangement falls within their jurisdiction.

Possible fee trigger	What to locate	Question for the dispute
Signed facilities agreement	The execution version and signatures	Was the agreement actually executed on the required terms?
Express acceptance of an offer	The acceptance message and its attachments	Was this approval final or expressly conditional?
Deemed acceptance through silence	Receipt evidence and written response	Did an effective objection reach the specified recipient in time?
Client decides not to proceed	Mandate wording and required financing terms	Does the cancellation trigger apply to this offer?
Separate work fee	Retainer, milestone or expense clause	Is this demand independent of the success fee?

What does the DIFC finance consultant success fee clause actually require?

Read the whole fee arrangement, including exceptions and acceptance machinery. A headline percentage may sit beside a clause that treats an unanswered offer as accepted. A retainer may be non-refundable even when the success component never becomes payable. Those are different propositions, and a response that addresses only one leaves the others unanswered.

Mark the event, the amount and the person who must perform the event. If the fee is payable when facilities are arranged, ask what the mandate means by arranged. If it names execution, locate the executed instrument rather than relying on a bank's preliminary approval. If the wording refers to customer-defined terms, identify where those terms were recorded and whether both parties received that record.

In Krystal Financial Consultants v Nextgen Robopark Investment [2025] DIFC CA 007, the amended appeal judgment issued on 24 June 2026 concerned an arranger's fee and written objections to a bank offer. The mandate contained a seven-working-day response provision. The Court dismissed the appeal after concluding that the client's email amounted to an objection. That was a construction of this mandate and this exchange, not a statutory seven-day cancellation right.

Your first file should separate the actual contract from descriptions of it.

Does an objection have to say that the offer is rejected?

Not where the clause genuinely permits either an objection or a rejection. They are different responses. An objection identifies an unacceptable feature while leaving negotiation open. Rejection declines the offer. Whether your wording meets the relevant contractual standard still needs careful reading.

Krystal illustrates the distinction. The client's comparison showed materially less favourable terms and its email said approval had not been given. A statement that a final response would follow did not erase the objection already communicated. The appeal addressed that particular issue, not every possible route to a fee under every financing mandate.

For a response being prepared now, describe the unacceptable terms expressly. Specify the interest or profit margin, security requirement, maturity, repayment profile or condition that differs from the required terms. Saying the matter is under review may be much less informative than saying that an identified requirement has not been met. Do not add an objection retrospectively to a historic email.

If you already replied ambiguously, preserve the original and explain the ambiguity accurately. A later clarification can show what you now contend, but its date must remain visible. Ask for advice before describing an earlier message as a contractual notice if you are uncertain whether it satisfied the required content or delivery method.

Common mistake. Treating rejection as the only possible response, or assuming that any acknowledgment counts as an objection. Compare the actual words with the choices the mandate permits.

When did the response period begin, and whom did I have to tell?

The start, length and recipient come from the applicable mandate and notice provisions. Do not copy the seven-working-day period from Krystal into a different contract. Check whether the relevant event is receipt by the company, a named officer, a designated inbox or another agreed channel.

Prepare a short chronology showing when each version arrived, what was attached, when it was accessible and when each response was sent. Include the time zone where it could matter. If an attachment was corrupt or replaced, retain the error report and replacement email. Do not assume that asking for a readable copy necessarily suspends a contractual clock.

Recipient details can decide a narrow dispute. In Krystal, the relevant question was what the client communicated to the consultant. A separate message to the bank was not a substitute for that contractual communication. For your file, distinguish an email to a relationship manager at the lender from a response addressed to the arranger named in the mandate.

Where an assistant forwarded the offer internally, obtain the original external message as well as the internal circulation. Board consideration may explain delay, but it does not by itself amend the response clause. Ask about an extension promptly if additional approval time is needed, and retain the actual agreement to extend rather than a request that received no answer.

What if I found a better offer through another lender?

A better alternative can explain your commercial objection, but it does not automatically extinguish the first consultant's contractual entitlement. Check exclusivity, introduced-lender wording and any fee that survives termination. An alternative proposal and a signed replacement facility are also different evidence.

The mandate in Krystal was non-exclusive. That mattered to the setting in which the client compared offers. Do not assume your own engagement has the same feature. A restriction may cover a named lender, an introduced transaction, a period after termination or a broader financing exercise. Identify the precise provision being invoked before deciding which negotiations must be disclosed.

A useful comparison uses matching measures. Compare the same borrowing amount, duration, security package and repayment profile. A lower headline rate can be offset by a shorter term or a different cash-margin requirement. Mark information that was not yet confirmed. The objective is to show the commercial concern actually expressed, not to manufacture a perfect alternative with facts learned later.

Keep confidential third-party material in a controlled file. Give your adviser the complete alternative offer, then discuss what can properly be included in correspondence or proceedings. A summary can be accurate without casually distributing sensitive banking terms. It should not omit a qualification that changes the comparison.

How should I check the amount demanded?

Separate entitlement from arithmetic. A correct multiplication does not prove that the fee was earned, and a disputed trigger does not justify ignoring a calculation error. Ask the consultant to identify the contractual base, percentage, tax treatment and any credit for amounts already paid.

For an expressly hypothetical example, a fee of 0.5% of AED 12 million equals AED 60,000 before any separately applicable tax or adjustment. A demand based on AED 15 million would produce AED 75,000 at the same rate. The difference is AED 15,000. Those figures demonstrate why the financing amount used in the calculation matters. They are not a market tariff or a conclusion that either fee is payable.

Check whether the base is the offered limit, committed amount, drawn balance or a refinancing component. If the package includes a term loan and working-capital line, identify whether both are included. Compare that wording with the invoice and the offer. Do the same for minimum fees, staged fees and an expense claim.

One useful evidentiary habit is to annotate the demand itself. Put a document reference beside each figure and leave a visible gap where the source is missing. A long narrative that the consultant achieved nothing is less useful than identifying the exact trigger that did not occur and the exact amount calculated on the wrong base.

What evidence matters if the fee demand becomes a DIFC claim?

The mandate and complete communications matter more than a newly written summary of everyone's intentions. Preserve originals, including attachments, and make a readable working copy. Do not delete an awkward acknowledgment or a message that appears to support the consultant.

RDC 28.1-28.2 treats recorded information broadly and expressly includes electronic communications and metadata. This supports preserving the original electronic record rather than relying only on screenshots. It does not give a party an automatic right to inspect every device or every unrelated financing negotiation.

If the dispute turns on undisputed documents, immediate judgment may be considered. Under RDC 24.1-24.2, the Court considers whether the claim or defence has a real prospect of success and whether there is another compelling reason for trial. An application can concern construction of a document. The existence of an email does not itself make the application succeed.

Keep a factual statement from the person who received and answered the offer. Distinguish personal recollection from what the witness has reconstructed from later records. Record any missing mailbox, deleted attachment or departed employee. A disclosed gap can be investigated. An invented confident reconstruction cannot reliably replace it.

Three separate questions should remain visible as the file develops.

What should I do before replying to the consultant?

Prepare a clause-based response rather than a general refusal to pay. Its purpose is to identify the disputed trigger, the contemporaneous response and any calculation issue. Have it checked if it might admit a debt, terminate the mandate or settle broader rights.

1. Collect the executed mandate, amendments, offer and complete response chain.
2. List each fee trigger the consultant relies on, with the corresponding clause.
3. Build the receipt-and-response chronology without changing historic messages.
4. Explain each actual objection and identify the supporting attachment.
5. Reconcile the invoice separately, including credits and alternative fee components.
6. Check the applicable forum, notice requirements and any court timetable before sending the response.

A commercial proposal can then be assessed on its merits. If you offer a sum for work done, make clear what the proposed payment is intended to resolve and obtain advice on the wording. Do not assume that describing it as goodwill prevents it being treated as an admission in every context. Likewise, do not assume a settlement discussion postpones a filing deadline.

Key takeaway. No drawdown is not the whole defence. The useful question is whether the event earning this fee occurred under this mandate, taking the written objection and its timing into account.

Selected official sources were checked on 29 September 2026. The later-history search located the June 2026 amended appeal judgment, but was not an exhaustive court-file certification. The contract-specific response period described here should not be used as a deadline for a different mandate.

Frequently Asked Questions

Can a fee be due even though I did not borrow? Yes, if the applicable mandate earns it on an earlier or different event. Examine the exact trigger rather than assuming drawdown is essential.

Must I use the word reject? Not necessarily. Krystal distinguished an objection from rejection under wording that allowed either. Your own clause and actual response control.

Do I always have seven working days? No. That was the contractual period in Krystal, not a universal DIFC rule.

Is emailing the bank enough? Not if the relevant clause requires communication to the consultant and that communication did not occur. Check the specified recipient and method.

Does a competing offer cancel the first fee? Not automatically. It may support an objection, but exclusivity, introduced-lender and alternative fee provisions require separate review.

Can I send only screenshots? Preserve the original emails and attachments as well. Metadata and surrounding communications may matter to receipt, timing and meaning.

Will the case be decided without trial? Possibly, where the RDC immediate-judgment test is satisfied. A documentary dispute is not an automatic entitlement to that result.

Does this article decide which Dubai court I should use? No. Jurisdiction and any dispute-resolution agreement need their own assessment before proceedings.

This article is for general informational purposes only and does not constitute legal advice. Consult a qualified advocate for advice on your specific situation.

Related Guides

See the Dubai and DIFC commercial-contracts section and these related guides.

• Recovering unpaid service invoices
• A loan advanced to a nominated account
• DIFC jurisdiction over a bank dispute

Related Guides

Our DIFC commercial contracts page covers payment, suspension, termination, guarantees and shareholder disputes under DIFC-law agreements.

• Your Bank Cut Off Trade Finance: Can You Recover the Business You Lost?
• Your Dubai Lawyer Promised a Fee Refund but Has Not Paid
• Your Customer Has Stopped Paying: Recovering DIFC Invoices