Contract analysis

I. INTRODUCTION AND RELIEF SOUGHT 1.1 Nature of the Application

1. The Applicant, Thalassa Shipping & Logistics SA ("TSL" or the "Applicant"), a Société Anonyme organized and existing under the laws of the Hellenic Republic, respectfully applies to this Honourable Court for an order recognizing and enforcing a final arbitral award (the "Award") rendered on 28 June 2024 in LCIA Arbitration No. 224718, seated in London, England, United Kingdom.

2. The Award was rendered by a three-member tribunal constituted under the Rules of the London Court of International Arbitration (the "LCIA Rules") in favour of the Applicant and against the Respondent, Korinthian Maritime Holdings Ltd. ("KMH" or the "Respondent"), a private limited company incorporated and registered in the Republic of Cyprus under Registration No. HE 387421, with its registered office at 28 Themis

3. The Award was made in the total sum of £96,450,000 (ninety-six million four hundred and fifty thousand pounds sterling) in respect of damages, interest, and restitutionary sums arising from KMH's repudiatory breaches of three time charter-party agreements. In addition, the Tribunal awarded costs in the sum of £12,150,000 (twelve million one hundred and fifty thousand pounds sterling) in favour of TSL, bringing the

4. For the Court's reference, the United States dollar equivalent of the total Award and costs, calculated at the exchange rate prevailing on the date of the Award (£1 = USD $1.2441), is approximately USD $135,120,060. The equivalent in euros at the exchange rate prevailing on the same date (£1 = EUR €1.1652) is approximately EUR €126,539,520. These figures are provided for illustrative purposes only; the Award is de

5. This application is brought 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 Republic of Cyprus by the International Commercial Arbitration Law of 1987 (Law 101/1987) and supplemented by the Cyprus Arbitration Law, Cap. 4. Both the Republic of Cyprus and the United Kingdom of Great Britain a

6. The Applicant respectfully seeks the following orders from this Honourable Court: (a) An order recognizing the Award dated 28 June 2024, rendered in LCIA Arbitration No. 224718, as a valid and binding arbitral award within the meaning of the New York Convention and the International Commercial Arbitration Law (Law 101/1987); (b) An order declaring the Award enforceable in the Republic of Cyprus as if it were a jud

II. THE PARTIES 2.1 The Applicant — Thalassa Shipping & Logistics SA

7. The Applicant, Thalassa Shipping & Logistics SA ("TSL"), is a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its registered and principal offices located at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece. TSL's Greek tax identification number (Αριθμός Φορολογικού Μητρώου, or AFM) is EL-801456729.

8. TSL was founded in 1987 by the Papadimitriou family and has grown over nearly four decades into one of the leading independent shipping and logistics enterprises in the Eastern Mediterranean and wider region. TSL currently operates a diversified fleet of thirty-four (34) vessels, comprising bulk carriers, product and chemical tankers, and container feeder vessels. The company provides integrated shipping, charteri

9. For the financial year ended 31 December 2023, TSL reported consolidated revenues of approximately €620 million. The company employs approximately 2,400 personnel worldwide, including seafaring crew and shore-based staff.

10. The ownership structure of TSL is as follows: approximately 72% of the issued share capital is held by the Papadimitriou Family Trust, a trust established under Hellenic law for the benefit of the members of the Papadimitriou family; and the remaining approximately 28% is held by Aegean Capital Partners SA, a Hellenic investment firm.

11. The key officers and personnel of TSL relevant to this application are: (a) Chairman and Chief Executive Officer: Mr. Nikolaos Papadimitriou; (b) Chief Financial Officer: Ms. Elena Stavridis, who has sworn the supporting affidavit filed herewith; (c) Head of Chartering and Operations: Captain Dimitrios Kouretas, who was the principal TSL representative responsible for managing the charter-party relationships at t

12. The Respondent, Korinthian Maritime Holdings Ltd. ("KMH"), is a private limited company incorporated in the Republic of Cyprus under Registration No. HE 387421, with its registered office at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus. KMH was incorporated on or about 12 September 2014 and has at all material times maintained its registered office and carried on business activities in the Republi

13. KMH is a vessel-owning and chartering company that controls a fleet of approximately eighteen (18) dry-bulk carriers through a network of single-purpose vehicle subsidiaries ("SPVs") incorporated in various jurisdictions, including the British Virgin Islands and Singapore. KMH functions as the group's principal holding and management entity, entering into charter-party agreements and managing commercial operation

14. KMH is beneficially owned by the Volkov family through a layered holding structure involving British Virgin Islands and Cypriot entities. The ultimate beneficial owner and de facto controller of KMH is Mr. Andrei Volkov, who exercises effective management control over KMH and its subsidiaries notwithstanding that he does not hold a formal directorship in KMH. The directors and officers of KMH relevant to this app

15. Prior to the dispute giving rise to the Award, the estimated net asset value of the KMH group was approximately USD $280 million, comprising the value of its fleet of vessels, its shareholdings in SPV and holding company subsidiaries, cash balances, and other assets.

16. KMH was the disponent owner, either directly or through its wholly-owned SPV subsidiaries, of the three dry-bulk carriers at the centre of the charter-party dispute that gave rise to the Award: the M/V Aegean Fortuna, the M/V Crimson Horizon, and the M/V Volga Spirit. 2.3 Related Entities of the Respondent Within the Republic of Cyprus

17. Of particular relevance to this enforcement application is Oceangate Ventures Ltd., a private limited company incorporated in the Republic of Cyprus under Registration No. HE 401293, with its registered office at 28 Themistokli Dervi Avenue, Suite 604, Nicosia 1066, Cyprus. Oceangate Ventures Ltd. is 100% owned by KMH and serves as an intermediate holding company within the KMH group structure. Through Oceangate

18. The shares in Oceangate Ventures Ltd. held by KMH constitute a significant and valuable asset of the Respondent located within the jurisdiction of this Court. The value of these shares derives from the underlying asset value of the vessels and other assets held through the SPV structure beneath Oceangate Ventures Ltd.

19. In addition, KMH maintains bank accounts in the Republic of Cyprus, including accounts with major Cypriot banking institutions. These bank accounts and the funds held therein constitute assets of the Respondent that are amenable to execution proceedings following recognition and enforcement of the Award.

20. The certificates of registration for both KMH (HE 387421) and Oceangate Ventures Ltd. (HE 401293), obtained from the Cyprus Registrar of Companies, are annexed hereto as Exhibit G and Exhibit H, respectively.

III. JURISDICTIONAL AND LEGAL BASIS FOR THE APPLICATION 3.1 The New York Convention

21. The Republic of Cyprus acceded to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, done at New York on 10 June 1958 (the "New York Convention"), and the Convention entered into force with respect to the Republic of Cyprus on 29 March 1981. Cyprus did not make either the reciprocity reservation or the commercial reservation upon accession.

22. The United Kingdom of Great Britain and Northern Ireland, the state in which the Award was rendered (the seat of arbitration being London, England), is also a contracting state to the New York Convention. The New York Convention entered into force with respect to the United Kingdom on 23 December 1975.

23. The Award is therefore a "foreign arbitral award" within the meaning of Article I of the New York Convention, having been made in the territory of a state other than the state where recognition and enforcement are sought.

24. Under Article III of the New York Convention, each Contracting State "shall recognize arbitral awards as binding and enforce them in accordance with the rules of procedure of the territory where the award is relied upon, under the conditions laid down in the following articles." Article III further provides that there "shall not be imposed substantially more onerous conditions or higher fees or charges on the rec

25. In accordance with Article IV of the New York Convention, the Applicant has supplied with this application: (i) a duly authenticated original or certified copy of the Award; and (ii) the original or certified copies of the arbitration agreements under which the Award was made. The Applicant has also provided certified translations of these documents into the Greek language, the official language of the Republic o

26. The conditions for recognition and enforcement under Articles III and IV of the New York Convention are fully satisfied, and the Applicant respectfully submits that this Court should grant recognition and enforcement of the Award. 3.2 Cyprus Implementing Legislation

27. The New York Convention is implemented in the domestic law of the Republic of Cyprus by the International Commercial Arbitration Law of 1987 (Law 101/1987) (ο περί Διεθνούς Εμπορικής Διαιτησίας Νόμος του 1987, Ν. 101/87). Law 101/1987 was enacted to give effect to the United Nations Commission on International Trade Law (UNCITRAL) Model Law on International Commercial Arbitration (1985) and to provide a comprehen

28. Pursuant to Law 101/1987, an arbitral award made in a foreign state that is a party to the New York Convention shall be recognized and enforced in the Republic of Cyprus upon application to the competent District Court, provided that the requirements of Articles IV and V of the New York Convention are satisfied.

29. Additionally, the Cyprus Arbitration Law, Cap. 4 (ο περί Διαιτησίας Νόμος, Κεφ. 4), which governs domestic arbitration in Cyprus, provides supplementary procedural provisions that support the enforcement of foreign arbitral awards as supplemented by Law 101/1987 and the New York Convention.

30. The Nicosia District Court has jurisdiction to hear and determine this application, as the Respondent, KMH, is incorporated, registered, and domiciled in Nicosia, Cyprus, with its registered office situated within the territorial jurisdiction of this Court. The Respondent's assets that are the subject of the enforcement application, including the shares in Oceangate Ventures Ltd. and the bank accounts maintained

31. The Applicant respectfully submits that none of the exhaustive grounds for refusal of recognition and enforcement enumerated in Article V(1) or Article V(2) of the New York Convention are present in this case. The detailed analysis of each ground is set out in Section VIII below; the Applicant provides a summary here for the Court's convenience.

32. With respect to Article V(1), the Applicant submits: (a) Article V(1)(a) — Validity of the Arbitration Agreement: The arbitration agreements contained in the three time charter-party agreements are valid and binding under English law, which is the governing law of both the charter-party agreements and the arbitration clauses, and the law of the seat of arbitration. Both TSL and KMH are entities with full legal ca

33. With respect to Article V(2), the Applicant submits: (a) Article V(2)(a) — Arbitrability: The subject matter of the dispute — claims arising from time charter-party agreements for the hire of vessels — is capable of settlement by arbitration under the laws of the Republic of Cyprus. (b) Article V(2)(b) — Public Policy: Recognition and enforcement of the Award is not contrary to the public policy of the Republic o

IV. BACKGROUND FACTS — THE UNDERLYING DISPUTE 4.1 The Charter-Party Agreements

34. The dispute giving rise to the Award arose from three time charter-party agreements entered into between TSL, as charterer, and KMH, as disponent owner, for the time charter of three dry-bulk carriers. The essential details of each charter-party are as follows:

35. M/V *Aegean Fortuna* (IMO No. 9784521): This vessel is a Supramax Bulk Carrier of 58,200 deadweight tonnes ("DWT"), flagged in the marshall Islands. The registered owner of the vessel is Dnepr Shipholding Inc. (British Virgin Islands Company No. 2014876), a wholly-owned subsidiary of KMH held through Oceangate Ventures Ltd. The time charter-party for the M/V Aegean Fortuna was entered into on 15 March 2019 (the "

36. M/V *Crimson Horizon* (IMO No. 9801334): This vessel is a Handymax Bulk Carrier of 37,500 DWT, flagged in Liberia. The registered owner is Korinthian Bulkers (Singapore) Pte. Ltd., a wholly-owned subsidiary of KMH. The time charter-party for the M/V Crimson Horizon was entered into on 22 January 2020 (the "Crimson Horizon Charter") for a period of four (4) years. As with the Aegean Fortuna Charter, the Crimson Ho

37. M/V *Volga Spirit* (IMO No. 9756892): This vessel is a Panamax Bulk Carrier of 76,400 DWT, flagged in the Republic of Cyprus. The registered owner is Dnepr Shipholding Inc., the same SPV that owns the M/V Aegean Fortuna. The time charter-party for the M/V Volga Spirit was entered into on 10 June 2021 (the "Volga Spirit Charter") for a period of three (3) years, at hire rates reflecting the recovering post-pandemi

38. Collectively, these three agreements are referred to herein as the "Charter-Parties." All three Charter-Parties were duly executed by authorized representatives of TSL and KMH, and performance commenced under each charter without dispute for a significant period prior to the events giving rise to the breaches described below. 4.2 KMH's Breaches

39. Beginning in or around mid-2022, KMH engaged in a pattern of serious and repudiatory breach across all three Charter-Parties. The specific breaches, as found by the Tribunal in the Award, are summarized below.

40. M/V *Aegean Fortuna* — Wrongful Early Redelivery: In breach of its obligations under the Aegean Fortuna Charter, KMH wrongfully redelivered the M/V Aegean Fortuna to TSL on 18 June 2022, approximately fourteen (14) months before the earliest permissible redelivery date under the charter. The Tribunal found that KMH's purported redelivery was not justified by any contractual entitlement and constituted a repudiato

41. M/V *Crimson Horizon* — Failure to Pay Hire: KMH ceased making timely hire payments under the Crimson Horizon Charter from 1 July 2022 onwards. Despite repeated demands from TSL and a series of formal notices, KMH failed to pay outstanding hire in the amount of approximately £4,280,000. On 15 September 2022, having exhausted its contractual remedies, TSL exercised its right under the charter to withdraw the M/V C

42. M/V *Volga Spirit* — Fabricated Off-Hire Deductions: KMH made off-hire deductions from the hire payable under the Volga Spirit Charter totalling approximately £2,740,000, purportedly on the basis that the M/V Volga Spirit had been off-hire due to mechanical breakdowns and port delays. The Tribunal found, upon a detailed examination of the contemporaneous evidence, including vessel logs, port records, classificati

43. In summary, the Tribunal found that KMH's conduct across all three Charter-Parties reflected a deliberate strategy to extract itself from commercially unfavourable chartering commitments, and that each of the breaches described above was repudiatory in nature. 4.3 The LCIA Arbitration

44. Following the breakdown in negotiations and after KMH failed to respond to TSL's formal pre-arbitration notice in a meaningful manner, TSL filed its Request for Arbitration with the London Court of International Arbitration on 14 November 2022, in respect of all three Charter-Parties. The case was registered under LCIA Case Reference No. 224718.

45. The arbitral tribunal (the "Tribunal") was constituted on 8 February 2023 in accordance with the LCIA Rules. The Tribunal comprised three distinguished arbitrators with extensive experience in international commercial and maritime arbitration: (a) Presiding Arbitrator: Sir Malcolm Fenton-Clarke, appointed by the LCIA Court. Sir Malcolm is a former judge of the English High Court (Commercial Court) and a Fellow of

46. Ms. Fiona Beckett served as Tribunal Secretary throughout the proceedings, assisting the Tribunal with administrative and procedural matters.

47. Following the constitution of the Tribunal, a comprehensive procedural timetable was established by Procedural Order No. 1 dated 1 March 2023. The parties exchanged written submissions, witness statements (including statements from factual witnesses and expert reports from quantum and maritime experts), and documentary evidence in accordance with the timetable established by the Tribunal.

48. A ten-day evidentiary hearing took place at the International Dispute Resolution Centre ("IDRC"), 70 Fleet Street, London EC4Y 1EU, from 11 September 2023 to 22 September 2023 (the "Hearing"). The Hearing included the examination and cross-examination of factual witnesses, the presentation and testing of expert evidence, and closing oral submissions by both parties.

49. Both parties were fully represented throughout the entirety of the arbitration proceedings: (a) TSL was represented by Calderwood & Harkness LLP (45 Moorgate, London EC2R 6AR), with Samuel Eklund as Responsible Partner and Hannah Brinkley as Lead Associate, together with a team of associates and paralegals. (b) KMH was represented by Harkness Whitford & Co. (SRA Registration No. 614823), of 12 Fetter Lane, London

50. It is important to emphasize for the purposes of this enforcement application that KMH participated fully and voluntarily in all stages of the arbitral proceedings. KMH filed comprehensive written submissions, including a Statement of Defence and Counterclaim, a Rejoinder, witness statements from multiple factual witnesses (including Mr. Alexei Demidov and Ms. Marina Kazakova), and expert reports on quantum and m

51. Following the Hearing, the parties filed post-hearing briefs and costs submissions. The Tribunal reserved its decision and ultimately rendered the Award on 28 June 2024, as described in Section V below.

V. THE AWARD 5.1 Date and Form

52. The Final Award was issued on 28 June 2024 in London, England (the "Award"). The Award is in writing, extends to 247 pages, and is signed by all three members of the Tribunal — Sir Malcolm Fenton-Clarke (Presiding Arbitrator), Professor Athena Drakopoulos (Co-Arbitrator), and Dr. Henrik Dalmqvist (Co-Arbitrator). The Award bears the date of issue (28 June 2024) and the place of issue (London, England).

53. The Award is designated as the "Final Award" in LCIA Arbitration No. 224718 and, by its terms and pursuant to Article 26 of the LCIA Rules, is final and binding on both parties. Article 26.8 of the LCIA Rules provides that, by agreeing to arbitration under the LCIA Rules, the parties undertake to carry out any award immediately and without delay, and that the parties irrevocably waive their right to any form of a

54. A duly authenticated certified copy of the Award is annexed hereto as Exhibit A. 5.2 Amounts Awarded

55. The Tribunal made the following findings of liability and assessed damages as follows: (a) Damages for wrongful early redelivery of M/V *Aegean Fortuna*: £42,300,000. The Tribunal calculated this sum on the basis of the unexpired charter period of approximately fourteen (14) months, multiplied by the difference between the charter hire rate and the market rate at the date of the breach, yielding an approximate mo