Contract analysis

1. I am the Chief Financial Officer of Thalassa Shipping & Logistics SA ("TSL" or the "Applicant"), a Société Anonyme organized under the laws of the Hellenic Republic, with its registered and principal office at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece (Tax Identification Number / ΑΦΜ: EL-801456729). I have held the position of Chief Financial Officer since 1 September 2016 and I am duly authorized by the

2. I make this affidavit in support of TSL's application before this Honourable Court for the recognition and enforcement of LCIA Arbitral Award No. 224718, dated 28 June 2024 (hereinafter referred to as the "Award"), pursuant to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, done at New York on 10 June 1958 (the "New York Convention"), as implemented in the law of the Republic of Cypru

3. The facts deposed to herein are within my personal knowledge, save where otherwise indicated, or are derived from TSL's business records and documents maintained in the ordinary course of TSL's business, to which I have access in my capacity as Chief Financial Officer. Where the matters deposed to are based on information provided to me by others, I identify the source of that information and believe the same to b

4. The Applicant's full legal name is Thalassa Shipping & Logistics SA (in Greek: Θάλασσα Ναυτιλιακή & Εφοδιαστική ΑΕ). TSL is a Société Anonyme (SA) organized under the laws of the Hellenic Republic and registered with the General Electronic Commercial Registry (Γ.Ε.ΜΗ.) in Piraeus, Greece. TSL's registered and principal office is located at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece.

5. TSL was founded in 1987 by the Papadimitriou family and has since grown into one of the leading privately held shipping and logistics enterprises operating in the Eastern Mediterranean, Black Sea, and Arabian Gulf regions. TSL currently operates a diversified fleet of thirty-four (34) vessels, comprising bulk carriers, tankers, and container feeders, providing fully integrated shipping and logistics services to a

6. For the financial year ended 31 December 2023, TSL recorded consolidated annual revenues of approximately six hundred and twenty million Euros (€620,000,000), reflecting the scale and significance of TSL's commercial operations. TSL remains a privately held company: approximately 72% of its issued share capital is held by the Papadimitriou Family Trust (a trust established under Greek law), and the remaining 28% i

7. The key members of TSL's senior management team are as follows: (a) Nikolaos Papadimitriou — Chairman and Chief Executive Officer; (b) Elena Stavridis — Chief Financial Officer (the deponent herein); (c) Captain Dimitrios Kouretas — Head of Chartering and Operations; and (d) Ioanna Christodoulou — General Counsel.

8. TSL's primary banking relationship is maintained with Ionian National Bank SA, located at 22 Stadiou Street, Athens 105 64, Greece. TSL also maintains banking relationships with a number of other international financial institutions in the ordinary course of its shipping operations, including correspondent banking facilities in London, Singapore, and Dubai.

9. TSL is a reputable and substantial shipping enterprise with a long track record of reliable commercial performance. The dispute giving rise to the Award, and the need for enforcement proceedings in this jurisdiction, arises from the Respondent's serious and systematic breaches of contractual obligations owed to TSL, as I describe in detail below. SECTION 2: THE RESPONDENT — KORINTHIAN MARITIME HOLDINGS LTD.

10. The Respondent's full legal name is Korinthian Maritime Holdings Ltd. ("KMH" or the "Respondent"). KMH is a private limited company incorporated in the Republic of Cyprus under the Companies Law, Cap. 113, bearing Cyprus Registration No. HE 387421. Its registered address is 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus.

11. KMH is a vessel-owning and chartering company that controls, directly and through single-purpose vehicle ("SPV") subsidiaries, a fleet of approximately eighteen (18) dry-bulk carriers. KMH operates as the central holding and management entity for the fleet, with individual vessels held through SPV structures incorporated in various jurisdictions, including the British Virgin Islands, Singapore, and Cyprus.

12. On information and belief, KMH is beneficially owned and controlled by the Volkov family, principally through a series of British Virgin Islands and Cypriot intermediate holding structures. The key personnel associated with KMH are as follows: (a) Andrei Volkov — the Ultimate Beneficial Owner ("UBO") and de facto director of KMH. Mr. Volkov exercises effective control over all material commercial and corporate de

13. Prior to the commencement of the dispute with TSL, KMH's estimated net asset value was approximately two hundred and eighty million United States dollars (USD $280,000,000), as assessed by reference to the aggregate value of the vessels held through its SPV subsidiaries, KMH's operational cash balances, and its other corporate investments. This estimate is derived from publicly available fleet valuation data cros

14. In the context of the charter-party arrangements at the centre of this dispute, KMH acted as the disponent owner of the three vessels chartered to TSL, namely the M/V Aegean Fortuna, M/V Crimson Horizon, and M/V Volga Spirit, each of which is described in detail in the next section of this affidavit. SECTION 3: THE CHARTER-PARTY AGREEMENTS

15. The dispute between TSL and KMH arises from three separate time charter-party agreements entered into between the parties over the period from March 2019 to June 2021. Each of these charters was governed by English law and contained an arbitration clause providing for arbitration under the rules of the London Court of International Arbitration ("LCIA") with London as the seat of arbitration. I set out below the m

16. The first charter-party agreement relates to the vessel M/V Aegean Fortuna and was signed on 15 March 2019. The material particulars of the vessel and the charter are as follows: (a) Vessel name: M/V Aegean Fortuna; (b) IMO Number: 9784521; (c) Vessel type: Supramax Bulk Carrier; (d) Deadweight tonnage (DWT): 58,200 DWT; (e) Flag State: Republic of the marshall Islands; (f) Registered owner (SPV): Dnepr Shipholdi

17. A true copy of the time charter-party agreement for M/V Aegean Fortuna dated 15 March 2019 is exhibited to this affidavit and marked "ES-1". 3.2 M/V *Crimson Horizon*

18. The second charter-party agreement relates to the vessel M/V Crimson Horizon and was signed on 22 January 2020. The material particulars of the vessel and the charter are as follows: (a) Vessel name: M/V Crimson Horizon; (b) IMO Number: 9801334; (c) Vessel type: Handymax Bulk Carrier; (d) Deadweight tonnage (DWT): 37,500 DWT; (e) Flag State: Republic of Liberia; (f) Registered owner (SPV): Korinthian Bulkers (Sin

19. A true copy of the time charter-party agreement for M/V Crimson Horizon dated 22 January 2020 is exhibited to this affidavit and marked "ES-2". 3.3 M/V *Volga Spirit*

20. The third charter-party agreement relates to the vessel M/V Volga Spirit and was signed on 10 June 2021. The material particulars of the vessel and the charter are as follows: (a) Vessel name: M/V Volga Spirit; (b) IMO Number: 9756892; (c) Vessel type: Panamax Bulk Carrier; (d) Deadweight tonnage (DWT): 76,400 DWT; (e) Flag State: Republic of Cyprus; (f) Registered owner (SPV): Dnepr Shipholding Inc. (BVI Company

21. A true copy of the time charter-party agreement for M/V Volga Spirit dated 10 June 2021 is exhibited to this affidavit and marked "ES-3". 3.4 Common Terms

22. I emphasize that all three of the charter-party agreements described above share the following common features that are material to the present application: (a) All three charters were governed by English law; (b) All three contained LCIA arbitration clauses specifying London, England, as the seat of arbitration; (c) In each case, KMH was the disponent owner and counterparty to TSL; and (d) The charter-parties we

23. True copies of the three charter-party agreements are exhibited hereto as "ES-1", "ES-2", and "ES-3" respectively. SECTION 4: KMH'S REPUDIATORY BREACHES

24. Beginning in mid-2022, KMH engaged in a deliberate and coordinated pattern of repudiatory breach across all three charter-party agreements. The breaches were systematic in nature and, as found by the Tribunal, were part of a calculated strategy by KMH and its principals to extract themselves from charter commitments that had become unfavourable to KMH in light of changing market conditions. I describe below the p

25. On or about 18 June 2022, KMH wrongfully redelivered the M/V Aegean Fortuna to TSL, notwithstanding that approximately fourteen (14) months remained on the agreed charter period. The redelivery was effected without TSL's consent, without lawful justification, and in clear breach of the minimum charter period provisions of the time charter-party.

26. KMH purported to rely on alleged mechanical deficiencies of the vessel as grounds for early redelivery. However, the Tribunal found, on the basis of extensive expert engineering evidence adduced by both parties, that the alleged deficiencies were either non-existent or were matters of routine maintenance that did not entitle KMH to redeliver the vessel. The Tribunal characterized KMH's conduct as a repudiatory br

27. The wrongful early redelivery caused TSL substantial loss, including the loss of hire income for the unexpired charter period, the cost of repositioning the vessel, and losses arising from the difference between the contracted charter rate and the market rate prevailing at the date of redelivery. The quantum of these losses is addressed in Section 6 below. 4.2 Failure to Pay Hire on M/V *Crimson Horizon*

28. In respect of the M/V Crimson Horizon, KMH ceased to make hire payments from 1 July 2022 onwards, notwithstanding that the charter remained in full force and effect and the vessel was being made available by TSL in accordance with the terms of the charter-party. No notice of any alleged off-hire event was given, and no lawful basis for the withholding of hire was advanced by KMH at the time of the default.

29. Hire arrears accumulated to a total of four million, two hundred and eighty thousand Pounds Sterling (£4,280,000) before TSL, having exhausted reasonable attempts to secure payment and having served appropriate notices in accordance with the charter-party's anti-technicality provisions, exercised its contractual right to withdraw the M/V Crimson Horizon from KMH's service on 15 September 2022.

30. In addition to the outstanding hire, TSL suffered a loss of bargain totalling twenty-three million, eight hundred and seventy thousand Pounds Sterling (£23,870,000), representing the difference between the contracted hire rate and the market rate for the unexpired charter period, together with associated losses. The Tribunal awarded both the outstanding hire and the loss of bargain damages, as set out in Section

31. In respect of the M/V Volga Spirit, KMH made a series of off-hire deductions from its hire payments totalling approximately two million, seven hundred and forty thousand Pounds Sterling (£2,740,000). These deductions purported to relate to periods during which the vessel was allegedly off-hire due to mechanical breakdowns, port delays attributable to the vessel's condition, and other matters said to be the respon

32. The Tribunal conducted a detailed examination of the evidence underlying each off-hire claim advanced by KMH, including contemporaneous vessel logs, port agent reports, class society records, and the testimony of the vessel's Master. The Tribunal found, in strong terms, that the off-hire deductions had been fabricated. The Tribunal stated in paragraph 487 of the Award that KMH had "manufactured claims for off-hir

33. The Tribunal found that KMH's breaches across all three charter-party agreements were coordinated and systematic. The Tribunal observed, at paragraph 512 of the Award, that the pattern of conduct — wrongful redelivery, non-payment of hire, and fabrication of off-hire claims — was consistent with a deliberate corporate decision by KMH's principals to repudiate the charters in order to exploit more favourable marke

34. The total financial impact of KMH's breaches on TSL was devastating. TSL was deprived of the benefit of three long-term charter-party agreements at a time when the dry-bulk market was highly volatile, and was forced to redeliver and reposition its vessels at significant cost and in unfavourable market conditions. The consequential losses, in addition to the direct losses of hire and loss of bargain, were substant

35. Having been unable to resolve the dispute through commercial negotiations, TSL filed its Request for Arbitration with the LCIA on 14 November 2022. The arbitration was registered by the LCIA under Case Reference No. 224718. In accordance with the arbitration clauses contained in the three charter-party agreements, the seat of arbitration was London, England, and the governing law of the substantive dispute was En

36. TSL's claims in the arbitration encompassed all three charter-party agreements, consolidated by agreement of the parties and with the approval of the LCIA Court, into a single set of proceedings. KMH filed a Response to the Request for Arbitration on 12 December 2022, in which it contested TSL's claims on the merits and advanced certain counterclaims (all of which were ultimately dismissed by the Tribunal). 5.2 C

37. The Tribunal was duly constituted on 8 February 2023 in accordance with the LCIA Rules. The members of the Tribunal were as follows: (a) Sir Malcolm Fenton-Clarke — Presiding Arbitrator, appointed by the LCIA Court. Sir Malcolm is a retired Justice of the English Commercial Court and a highly respected maritime law arbitrator of over thirty years' standing; (b) Professor Athena Drakopoulos — Co-Arbitrator, nomina

38. The Tribunal Secretary was Ms. Fiona Beckett, a solicitor qualified in England and Wales, appointed by the LCIA in accordance with its standard practice. Ms. Beckett assisted the Tribunal with procedural and administrative matters throughout the proceedings.

39. Neither party raised any objection to the constitution of the Tribunal at any stage during the arbitration, and both parties participated fully and without reservation in the proceedings. I am advised by TSL's legal advisers that the constitution of the Tribunal was at all times in accordance with the LCIA Rules and the parties' arbitration agreements. 5.3 Evidentiary Hearing

40. Following extensive documentary disclosure, the exchange of witness statements and expert reports, and two procedural hearings on case management matters, the substantive evidentiary hearing took place over a total of ten (10) hearing days from 11 September 2023 to 22 September 2023 (inclusive, excluding the intervening weekend of 16–17 September 2023). The hearing was held at the International Dispute Resolution

41. Both parties were fully represented at the hearing and had ample opportunity to present evidence, cross-examine witnesses, and make oral submissions. TSL was represented by Calderwood & Harkness LLP (Samuel Eklund, Responsible Partner, and Hannah Brinkley, Lead Associate) and by leading and junior counsel from Whitfield & Halsey LLP, London. KMH was represented throughout the arbitration, including at the evident

42. The hearing included the examination and cross-examination of eight factual witnesses (four called by each party), together with the examination of four expert witnesses: two maritime engineering experts and two quantum/damages experts. Extensive oral and written closing submissions were delivered by both parties' counsel following the conclusion of the evidence. I emphasize that KMH participated fully in every s

43. Following the conclusion of the evidentiary hearing and a period of deliberation, the Tribunal issued its Final Award on 28 June 2024 (the "Award"). The Award runs to 648 paragraphs over 189 pages and addresses all of the claims and counterclaims advanced by the parties. The Award was rendered unanimously by all three members of the Tribunal.

44. A duly certified copy of the Award, bearing the signatures of all three arbitrators and the seal of the LCIA, is exhibited to this affidavit and marked "ES-4". A certificate from the LCIA Registrar confirming the authenticity of the Award is exhibited and marked "ES-5". SECTION 6: THE AWARD — QUANTUM AND BREAKDOWN 6.1 Damages Awarded

45. The Tribunal awarded damages to TSL as follows: (a) Damages for wrongful early redelivery of M/V *Aegean Fortuna*: Forty-two million, three hundred thousand Pounds Sterling (£42,300,000). This sum comprises the loss of hire for the unexpired charter period, assessed by reference to the difference between the contracted charter rate and the market rate prevailing at the date of the wrongful redelivery, together wi

46. The aggregate principal amount of the Award, inclusive of pre-award interest, is: Total Award: £96,450,000 (Ninety-six million, four hundred and fifty thousand Pounds Sterling)

47. At the prevailing exchange rate as of the date of the Award (28 June 2024) of approximately £1 = USD $1.2441, the Award equates to approximately one hundred and twenty million United States dollars (USD $120,000,000). 6.3 Costs.

48. In addition to the damages awarded, the Tribunal made an order in respect of the costs of the arbitration. Having found that TSL had succeeded on substantially all of its claims and that KMH's counterclaims were dismissed in their entirety, the Tribunal allocated 85% of the total costs to KMH. The costs awarded are as follows: (a) LCIA administrative charges and Tribunal fees and expenses: Three million, two hund

49. Accordingly, the total costs allocated to KMH by the Tribunal amount to: Costs payable by KMH: £12,150,000 (Twelve million, one hundred and fifty thousand Pounds Sterling) 6.4 Grand Total

50. The grand total payable by KMH under the Award, comprising the principal award (including pre-award interest) and the costs allocation, is: Grand Total (Award plus Costs): £108,600,000 (One hundred and eight million, six hundred thousand Pounds Sterling) 6.5 Post-Award Interest

51. The Award further provides that post-award interest shall accrue on all unpaid sums at a rate of 5.25% per annum simple from 29 June 2024 (being the day following the date of the Award) until the date of full payment. Post-award interest continues to accrue and, as at the date of this affidavit, amounts to a further sum that increases with each passing day that KMH fails to satisfy the Award. SECTION 7: KMH'S FAI

52. Despite the Award having been issued on 28 June 2024, KMH has failed and refused to make any voluntary payment whatsoever in satisfaction of the Award or any part thereof. More than five weeks have elapsed since the Award was rendered, and KMH has not paid a single penny to TSL.

53. On 8 July 2024, TSL's English solicitors, Calderwood & Harkness LLP, acting through their responsible partner Samuel Eklund, issued a formal written demand for payment addressed to KMH's solicitors, Harkness Whitford & Co. (for the attention of Catherine Whitford). The demand letter set out the full amount of the Award and Costs (£108,600,000) and required payment within fourteen (14) days, i.e., by no later than

54. No payment was forthcoming in response to the demand. No substantive response was received from Harkness Whitford & Co. or from KMH directly. I am informed by Mr. Eklund that Harkness Whitford & Co. acknowledged receipt of the demand letter but stated only that they were "taking instructions from their client." No further communication has been received.

55. KMH has not applied to set aside the Award in the courts of England and Wales, which are the courts of the seat of arbitration and the only courts with supervisory jurisdiction over the Award. No such application has been intimated. The time for any challenge to the Award under sections 67, 68, and 69 of the Arbitration Act 1996 continues to run, but I am advised that no such application has been filed as at the

56. Instead of honouring its obligations under the Award, KMH has, on information available to TSL, engaged in conduct designed to frustrate enforcement of the Award, as described in detail in Section 9 below. Post-award interest at 5.25% per annum continues to accrue on all unpaid sums, compounding the loss suffered by TSL as a consequence of KMH's refusal to pay. SECTION 8: KMH'S CYPRUS CORPORATE STRUCTURE

57. KMH is a Cyprus-incorporated company with substantial assets located in or connected to the Republic of Cyprus. The recognition and enforcement of the Award in this jurisdiction is therefore both appropriate and necessary to enable TSL to execute against those assets. I set out below the details of KMH's Cyprus corporate structure and the identifiable assets within this jurisdiction. 8.1 KMH's Registered Presence

58. As stated above, KMH is incorporated in the Republic of Cyprus under the Companies Law, Cap. 113, bearing Registration No. HE 387421. Its registered address is 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus. A current extract from the Cyprus Companies Registry in respect of KMH is exhibited to this affidavit and marked "ES-9" (first part).

59. As a company incorporated under the laws of the Republic of Cyprus, KMH is subject to the jurisdiction of the Cyprus courts, and its assets situated within the Republic of Cyprus are amenable to execution in satisfaction of judgments and enforceable awards. The present application for recognition and enforcement of the Award in this jurisdiction is therefore properly brought. 8.2 Oceangate Ventures Ltd.

60. KMH holds 100% of the issued share capital of Oceangate Ventures Ltd. ("Oceangate"), a private limited company incorporated in the Republic of Cyprus under the Companies Law, Cap. 113. Oceangate's particulars are as follows: (a) Full legal name: Oceangate Ventures Ltd.; (b) Registration No.: HE 401293; (c) Registered address: 28 Themistokli Dervi Avenue, Suite 604, Nicosia 1066, Cyprus (the same building in which