On the 10 June 2026, the First Hall Civil Court (the "Court") presided over by Madam Justice Rachel Montebello delivered judgment in the names Gemini Europe Limited ("Gemini") vs GLD Services Limited ("GLD"). Gemini had gone to court demanding more than €153,000 in unpaid fees and clawed-back discounts, but the Court largely sided with GLD and awarded a mere €20,500, having found that Gemini itself had pulled the plug on the very services it was demanding to be paid for. Following the assignment of Gemini's rights in the case to its director, Camillo Chiesa, he was authorised to take over the proceedings in the company's place in January 2025 in terms of Article 810A of Chapter 12 of the Laws of Malta, and the award was made in his favour.

Background

Gemini develops brands and business concepts for ice-cream shops, offering consultancy, equipment and supplies to those who want to enter the trade. GLD, which had no experience in the sector, approached Gemini because it wanted to open a gelateria in Bugibba, and in June 2019 the two companies signed a franchise-style agreement, drawn up in Italian, allowing GLD to trade under the "Il Gelato & Co" brand and to use an exclusive concept called "HICE", a technology for making alcoholic jelly cocktails. In exchange, Gemini promised to help set up the shop and to keep supporting and supplying it for as long as the contract lasted. While the agreement itself was governed by Italian law, any dispute was to be heard by the Maltese courts.

In exchange for the brand, GLD had to hand over 40% of its shares to Gemini or, failing that, pay €41,000, while the HICE concept carried a fee of €87,000 if no shares were transferred, payable in instalments over 2019 and 2020. The shares were never handed over, and in July 2019 Gemini sent GLD a demand for €153,034.19, made up of:

• €41,000 for the brand;
• €87,000 for the HICE concept; and
• €25,034.19 representing discounts GLD had allegedly enjoyed on equipment bought from a supplier, Food & Co. Limited, which Gemini said were only meant to apply if the shares were transferred.

The same letter also ordered GLD to stop using Gemini's brands until every cent had been paid.

GLD's Defence

GLD insisted that it was Gemini, and not itself, that had failed to honour the deal, having trusted it to deliver a fully functioning gelateria in time for the summer of 2019, and claimed that Gemini's representative dropped out of the picture in May 2019, leaving GLD to deal with faulty electrical work and with furniture and machinery that arrived well after the agreed dates. GLD also argued that the contract was invalid under Italian law.

Court's Considerations

Before turning to the substance, the Court drew attention to a practical difficulty, namely that the contract and part of the witness testimony were in Italian without any translation, even though an earlier judge had refused to order one on the grounds that everyone involved understood the language. The Court therefore had no choice but to decide the case on the evidence as it stood. While it accepted that Italian law governed the agreement, it rejected the claim that the contract was invalid, since GLD never explained which part of it was defective and produced no evidence to back up the allegation.

Was the agreement ever ended?

The contract did allow Gemini to bring the agreement to an end if GLD failed to pay, but only by sending a registered letter stating clearly that it was exercising that right, and Gemini's letter of 12 July 2019 did nothing more than demand money, while the company never asked the Court to declare the contract at an end either. The Court therefore held that the agreement had remained in force all along, which meant that Gemini was still bound to perform its own obligations and had no right to demand sums that had not yet fallen due.

Did Gemini deliver?

As far as the initial set-up was concerned, the Court found that it largely did. Several witnesses described how Gemini had found the premises, developed the concept, created the recipes, arranged the marketing and trained the staff, while Mr Chiesa testified that the gelateria had already been trading for about two months by the time payment was chased. Health inspectors certified the premises as fit to operate from 27 August 2019.

The Court also dismissed GLD's complaints about late and defective furniture and machinery, pointing out that the contract set no opening date, that Gemini had only promised to assist with the installation, and that the equipment was in fact leased from a separate company, Grenke Renting Limited, which Gemini had introduced only because GLD lacked the funds to buy it outright. The contract further prevented GLD from withholding payments because of complaints, and the Court noted that the Court of Appeal had already thrown out very similar arguments raised by GLD against Grenke in 2023, ordering it to pay around €19,979 in unpaid rent.

Where Gemini went wrong

The Court found, however, that Gemini had overreached, since the €41,000 fee covered not only the initial set-up but also the continuing support and the right to use the brand for the entire duration of the contract. Against that background, the Court pointed to the following:

• On 12 July 2019, Gemini demanded the full fee and ordered GLD to stop using its brands, even though Mr Chiesa himself had agreed that GLD could pay in two instalments, in mid-August and mid-September.
• Gemini then stopped providing its services and supplies, with one of its own witnesses confirming that he had halted his work once it became clear the first payment would not be made.
• The contract gave Gemini no right to simply walk away, its remedy being to end the agreement in the proper manner, which it never did.
• Deprived of the brand, GLD ended up opening under a different name, "Mr Fitz", and another Gemini witness confirmed that GLD's owner had asked her to find someone else to take over the ice-cream side of the business once the payment dispute began.

In the Court's view, Gemini could not insist on being paid in full for a package it had itself stopped delivering, and it held that this conduct went against the duty to carry out contracts in good faith, upholding GLD's defence that a party cannot demand payment for something it has refused to provide.

The Verdict, Claim by Claim

Since Gemini is now in liquidation and the agreement can no longer be carried out, the Court turned to what Gemini could fairly be paid for the work it had actually done, and ruled as follows:

a)    €41,000 brand fee: €20,500 awarded. Using its own fair estimate, the Court decided that half the fee represented the set-up work Gemini had delivered, while the other half was for the continuing right to use the brand, which Gemini had itself withdrawn.

b)    €87,000 HICE fee: nothing awarded. The Court held that this fee, like the brand fee, was payable in yearly instalments, none of which had fallen due when Gemini demanded payment in July 2019 or when it filed the case in December 2019, and in any event, Gemini had stopped GLD from using HICE and cut off the supplies that went with it.

c)    €25,034.19 in discounts: nothing awarded. Gemini brought no witness from Food & Co. Limited and no invoices showing the original and discounted prices, and the Court also found it unclear on what basis Gemini could claim part of the price of goods bought from a third party.

Conclusion

The Court accepted GLD's defences to the extent explained above while rejecting its argument that the contract was invalid, declaring GLD a debtor of Mr Chiesa for €20,500 and ordering it to pay that sum with interest running from 12 July 2019 until payment. Costs were split, with GLD bearing one-third and Gemini the remaining two-thirds.

The outcome is a reminder that a business demanding payment must keep its own side of the bargain and follow the exit route its contract lays down. While Gemini was paid for the work it did, it could not claim the full price of a package it never finished delivering.

Disclaimer: This law report has been compiled by Ganado Advocates, who were not in any way involved as legal advisor for the parties in the judgment being covered in this law report. This report is for informational purposes only and does not contain or convey legal advice. The information contained in this report should not be used or relied upon in regard to any particular facts or circumstances without first obtaining legal advice.

Krista Refalo is an Associate within Ganado Advocates' dispute resolution team

In the case of any other change of parties to the suit other than by the death pendente lite of any party to the suit, the person who wishes to take up the case shall file an application requesting authorisation to assume the acts of the case in addition to or instead of the party concerned, and any judgment shall also bind such party assuming the acts