Contract analysis

1. This application is brought by Thalassa Shipping & Logistics SA ("TSL" or "the Applicant") before this Honourable Court pursuant to UAE Federal Law No. 6 of 2018 on Arbitration (the "UAE Arbitration Law") and the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, done at New York on 10 June 1958 (the "New York Convention"), to which the United Arab Emirates is a signatory and contracting sta

2. The Award was rendered in London, England, in favour of the Applicant and against the Respondent, Korinthian Maritime Holdings Ltd. ("KMH" or "the Respondent"), a private limited company incorporated in Nicosia, Cyprus. The Award was made following a comprehensive arbitral process, including a ten-day evidentiary hearing, in which both parties participated fully, were represented by experienced legal counsel, and

3. The Award orders the Respondent to pay to the Applicant the total sum of £96,450,000 (British Pounds Sterling Ninety-Six Million Four Hundred and Fifty Thousand) in damages and pre-award interest, arising from the Respondent's repudiatory breaches of three time charter-party agreements for dry-bulk carriers. In addition, the Tribunal ordered costs of the arbitration in the sum of £12,150,000 (British Pounds Sterli

4. At the exchange rate prevailing on the date of the Award, being £1 = USD $1.2441 as published by the Bank of England, the USD equivalent of the Award (inclusive of costs) is approximately USD $135,147,060. For ease of reference and given the fluctuations in exchange rates since the date of the Award, the Applicant refers to an approximate combined USD value of the Award and costs of USD $120,000,000. The Applicant

5. Notwithstanding the Applicant's demands for voluntary satisfaction of the Award, the Respondent has wholly failed to comply with the terms of the Award. A formal demand for payment was issued by Calderwood & Harkness LLP on behalf of the Applicant to Harkness Whitford & Co. on behalf of the Respondent on 8 July 2024. No payment whatsoever has been received. The Respondent has neither responded to the demand with a

6. The Respondent maintains substantial assets and operations within the jurisdiction of this Honourable Court through its subsidiary or affiliate, Korinthian DMCC, a DMCC free zone company registered and operating in Dubai, United Arab Emirates. Korinthian DMCC holds bank accounts and receivables at Emirates Gulf Commercial Bank PJSC, with its DIFC branch located at Gate Village 3, DIFC, Dubai, UAE, and its head off

7. In light of the Respondent's demonstrated pattern of asset dissipation and corporate restructuring across multiple jurisdictions — evidenced by, among other things, the grant of a worldwide freezing order by the Commercial Court of England and Wales, a freezing injunction by the Nicosia District Court, and the arrest of a vessel in Singapore — a companion application for precautionary attachment over Korinthian DM

8. As set out more fully below, the Award meets all the requirements for recognition and enforcement under the UAE Arbitration Law and the New York Convention, and none of the grounds for refusal under Article V of the New York Convention are present. SECTION 2: THE PARTIES 2.1 The Applicant — Thalassa Shipping & Logistics SA

9. The Applicant is Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organized and existing under the laws of the Hellenic Republic (Greece). TSL has its registered and principal offices at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece, and bears Greek Tax Identification Number (AFM): EL-801456729.

10. TSL was founded in 1987 by the Papadimitriou family and has since grown into one of Greece's established independent shipping and logistics enterprises. TSL operates a fleet of thirty-four (34) vessels, comprising bulk carriers, tankers, and container feeders, and provides integrated logistics services across the Mediterranean Sea, the Black Sea, and the Arabian Gulf. For the financial year ended 31 December 2023

11. TSL's ownership structure is as follows: approximately 72% of the company's share capital is held by the Papadimitriou family trust, and the remaining approximately 28% is held by Aegean Capital Partners SA, a Greek institutional investor. The company is managed by a board of directors and an executive management team with extensive experience in international shipping and maritime commerce.

12. The key personnel relevant to this application are as follows: (a) Nikolaos Papadimitriou — Chairman and Chief Executive Officer, responsible for the overall strategic direction and management of TSL and its fleet operations; (b) Elena Stavridis — Chief Financial Officer, responsible for financial management, treasury operations, and the monitoring of receivables, including the Award that is the subject of this a

13. TSL's certificate of incorporation and good standing, together with a certified Arabic translation thereof, is annexed to this application as Exhibit 6. The notarized and legalized power of attorney authorizing Al-Rashid Hatem & Associates to act on behalf of TSL in these proceedings is annexed as Exhibit 7. 2.2 The Respondent — Korinthian Maritime Holdings Ltd.

14. The Respondent is Korinthian Maritime Holdings Ltd. ("KMH"), a private limited company incorporated in Nicosia, Republic of Cyprus, bearing Registration No. HE 387421. KMH has its registered address at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus.

15. 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 incorporated in various jurisdictions, including the British Virgin Islands, Singapore, and Cyprus. The KMH group is beneficially owned by the Volkov family through a series of BVI and Cypriot holding structures, the details of which have bee

16. The ultimate beneficial owner of KMH is Andrei Volkov, who acts as the de facto director and controlling mind of the KMH group. Mr. Volkov exercises ultimate decision-making authority over the group's corporate and commercial activities, including chartering, fleet management, and financial operations, notwithstanding that he does not hold a formal directorship in KMH itself.

17. The formally registered directors of KMH include Sergei Volkov, son of Andrei Volkov, who serves as a director of KMH and several of its subsidiaries. Additional directors, whose identities are recorded in the Cyprus Registrar of Companies extract annexed hereto, also serve on the board of KMH.

18. Other key personnel of the KMH group relevant to this application include Marina Kazakova, the Chief Financial Officer of the KMH group, who is responsible for the group's financial operations, treasury management, and the oversight of funds held by group entities, including Korinthian DMCC; and Alexei Demidov, the Director of Fleet Operations, who is responsible for the commercial and operational management of t

19. The estimated pre-dispute net asset value of the KMH group is approximately USD $280 million, based on publicly available and commercially obtained information regarding vessel valuations, corporate holdings, and known bank accounts. However, as the Applicant has identified in the parallel enforcement proceedings, the Respondent has engaged in a concerted campaign of asset dissipation since the commencement of th

20. An extract from the Cyprus Registrar of Companies confirming the registration and details of KMH (Registration No. HE 387421), together with a certified Arabic translation thereof, is annexed as Exhibit 8. 2.3 The Respondent's UAE Presence — Korinthian DMCC

21. The Respondent maintains a significant operational presence in the United Arab Emirates through Korinthian DMCC, a DMCC free zone company incorporated in Dubai and having its registered address at Unit 3407, Almas Tower, Jumeirah Lakes Towers (JLT), Dubai, UAE.

22. Korinthian DMCC is a wholly-owned subsidiary or affiliate of KMH. Based on publicly available records and commercially obtained intelligence, Korinthian DMCC serves as the principal vehicle through which the KMH group conducts its shipping and chartering activities in the Arabian Gulf region, including the collection of freight and hire payments, the procurement of bunker fuel and supplies, and the management of

23. Korinthian DMCC maintains bank accounts at Emirates Gulf Commercial Bank PJSC, with its DIFC branch located at Gate Village 3, DIFC, Dubai, UAE, and its head office located at Al Maryah Island, Abu Dhabi, UAE. These accounts hold operational funds and receivables arising from the KMH group's shipping and chartering activities in the region. The existence and details of these accounts have been confirmed through c

24. An extract from the DMCC registry confirming the registration and details of Korinthian DMCC, together with a certified Arabic translation thereof, is annexed as Exhibit 9. 2.4 Other Relevant KMH Group Entities

25. For the assistance of this Honourable Court, and to provide a complete picture of the KMH group's corporate structure relevant to the enforcement of the Award, the Applicant identifies the following additional KMH group entities: (a) Korinthian Bulkers (Singapore) Pte. Ltd. — a company incorporated in the Republic of Singapore, having its registered address at 80 Robinson Road, #14-02, Singapore 068898. This enti

26. The legal framework for the recognition and enforcement of foreign arbitral awards in the United Arab Emirates is established by UAE Federal Law No. 6 of 2018 on Arbitration (the "UAE Arbitration Law"), which entered into force on 15 June 2018 and repealed the arbitration-related provisions of the UAE Civil Procedures Law insofar as they related to arbitral awards.

27. Article 53 of the UAE Arbitration Law governs the recognition and enforcement of arbitral awards, including foreign arbitral awards. Article 53(1) provides that arbitral awards rendered in accordance with the provisions of the Law shall have the authority of res judicata and shall be enforceable in accordance with the Law. Article 55 further provides that the Court may refuse to ratify an arbitral award only on s

28. The competent court for the ratification and enforcement of foreign arbitral awards is the Court of First Instance in the emirate where enforcement is sought. Given that the Respondent's assets — specifically, the bank accounts and receivables of Korinthian DMCC at Emirates Gulf Commercial Bank PJSC — are located within the Emirate of Dubai, this Honourable Court, being the Dubai Court of First Instance, is the c

29. The Award satisfies the requirements for enforcement under the UAE Arbitration Law. It is a final award, not subject to further recourse before the arbitral tribunal, and the Applicant has submitted all requisite documentation in compliance with the procedural requirements of the UAE Arbitration Law, as detailed in Section 8 below. 3.2 The New York Convention

30. The United Arab Emirates ratified the New York Convention on 21 August 2006, and the Convention entered into force in respect of the UAE on 19 November 2006. The UAE ratified the Convention without reservation. Accordingly, the UAE is bound to recognize and enforce arbitral awards made in the territory of other contracting states, including the United Kingdom.

31. The United Kingdom, as the state in which the seat of the arbitration was located (London, England), is also a contracting state to the New York Convention. The United Kingdom ratified the Convention on 24 September 1975, and it entered into force on 23 December 1975.

32. Article III of the New York Convention imposes a fundamental obligation on each contracting state to "recognize arbitral awards as binding and enforce them in accordance with the rules of procedure of the territory where the award is relied upon." This obligation is subject only to the limited and exhaustive grounds for refusal set out in Article V, none of which are present in this case (see Section 9 below).

33. Article IV of the New York Convention sets out the documentary requirements that an applicant must satisfy when seeking enforcement. Specifically, the applicant must supply: (a) the duly authenticated original award or a duly certified copy thereof; and (b) the original arbitration agreement or a duly certified copy thereof. Where the award or agreement is not in the official language of the country in which enfo

34. The Applicant respectfully submits that, in accordance with the well-established pro-enforcement bias of the New York Convention and the consistent jurisprudence of the UAE courts in applying that Convention, the Award should be recognized and enforced without delay. 3.3 Connection to the UAE

35. The enforcement of the Award in the United Arab Emirates is justified by the Respondent's substantial and ongoing connection to this jurisdiction. The Respondent operates in the UAE through Korinthian DMCC, a DMCC-registered entity that serves as the KMH group's principal operational hub in the Arabian Gulf region.

36. As set out in paragraphs 21 to 24 above, Korinthian DMCC holds bank accounts and receivables at Emirates Gulf Commercial Bank PJSC in Dubai. These assets provide a tangible and identifiable pool of funds against which the Award may be enforced.

37. In addition to its corporate presence through Korinthian DMCC, the Respondent's shipping operations extend extensively to the Arabian Gulf, with KMH-controlled vessels regularly calling at UAE ports for loading, discharging, bunkering, and crew changes. Notably, M/V Volga Spirit (IMO No. 9756892), one of the three vessels at the centre of the underlying dispute and owned by Dnepr Shipholding Inc. (a KMH subsidiar

38. The combination of the Respondent's corporate presence, bank accounts, receivables, and vessel operations within the UAE provides a clear and sufficient basis for this Honourable Court to exercise jurisdiction over this enforcement application. SECTION 4: THE UNDERLYING DISPUTE 4.1 The Charter-Party Agreements

39. The underlying dispute that gave rise to the Award concerns three time charter-party agreements entered into between TSL (as charterer) and KMH (as disponent owner) between 2019 and 2021 for the charter of three dry-bulk carriers. The three charter-parties, and the vessels to which they relate, are as follows: (a) M/V *Aegean Fortuna — a Supramax Bulk Carrier, 58,200 DWT, bearing IMO No. 9784521, flagged in the R

40. All three charter-party agreements were governed by English law. Each charter-party contained a dispute resolution clause providing for arbitration under the LCIA Arbitration Rules, with the seat of arbitration in London, England. The arbitration clauses in all three charter-parties were materially identical in their terms. The precise wording of the arbitration clauses is set out in Section 6 below.

41. KMH acted as the disponent owner of all three vessels. That is, KMH held the vessels on charter from the respective registered owners (Dnepr Shipholding Inc. and Korinthian Bulkers (Singapore) Pte. Ltd., both being KMH group subsidiaries) and in turn sub-chartered them to TSL on a time charter basis. The commercial terms of each charter-party, including the daily hire rate, the duration of the charter period, and

42. Beginning in mid-2022, KMH engaged in a deliberate and coordinated pattern of repudiatory breach across all three charter-party agreements. The Tribunal found that KMH's breaches were motivated by its desire to terminate the charters unilaterally and take advantage of the substantially increased dry-bulk freight market that had emerged by mid-2022, in order to re-fix the vessels at higher rates with alternative c

43. The specific breaches found by the Tribunal in respect of each vessel are as follows: (a) M/V *Aegean Fortuna* — Wrongful Early Redelivery: KMH redelivered M/V Aegean Fortuna to TSL on 18 June 2022, approximately fourteen (14) months before the contractual redelivery date specified in the charter-party. The Tribunal found that KMH had no contractual right to redeliver the vessel early and that the early redeliver

44. In addition to the vessel-specific damages set out above, the Tribunal awarded loss of profit and market differential damages of £16,480,000 across all three charters, reflecting TSL's loss of the bargain value of the charter-parties and the additional costs incurred by TSL in securing replacement tonnage in a rising market. The Tribunal further awarded pre-award interest of £6,780,000, calculated at 5.25% per an

45. TSL filed a Request for Arbitration with the LCIA on 14 November 2022, in accordance with Article 1 of the LCIA Arbitration Rules. The Request for Arbitration was served on KMH through its registered address in Nicosia, Cyprus, and through its then-solicitors, Harkness Whitford & Co., in London. The arbitration was registered by the LCIA and assigned LCIA Case Reference No. 224718.

46. In accordance with the arbitration agreements and the LCIA Arbitration Rules, the Tribunal was constituted on 8 February 2023 as a three-member tribunal, composed as follows: (a) Sir Malcolm Fenton-Clarke — Presiding Arbitrator, appointed by the LCIA Court. Sir Malcolm is a retired Lord Justice of Appeal of the Court of Appeal of England and Wales, a former judge of the Commercial Court, and a widely respected in

47. Ms. Fiona Beckett was appointed by the LCIA as Tribunal Secretary and assisted the Tribunal throughout the proceedings.

48. The Respondent nominated its co-arbitrator, Dr. Henrik Dalmqvist, without reservation or objection, and raised no challenge to the constitution of the Tribunal at any stage of the proceedings. 5.2 The Proceedings

49. The arbitration was conducted in accordance with the LCIA Arbitration Rules (2020 edition). The seat of arbitration was London, England. The language of the arbitration was English.

50. Following the constitution of the Tribunal, the proceedings advanced through a series of procedural stages in the customary manner for LCIA arbitrations of this nature and complexity: (a) The Tribunal held a case management conference on 1 March 2023, at which it issued Procedural Order No. 1 establishing the procedural timetable for the arbitration, including deadlines for the exchange of written submissions, di

51. The evidentiary hearing took place over ten (10) hearing days from 11 September 2023 to 22 September 2023, inclusive, at the International Dispute Resolution Centre (IDRC), Fleet Street, London. Both parties were represented by experienced legal counsel throughout the hearing. TSL was represented by Calderwood & Harkness LLP, led by Mr. Samuel Eklund (Responsible Partner) and Ms. Hannah Brinkley (Lead Associate).

52. During the evidentiary hearing, both parties presented documentary evidence, called factual witnesses who gave evidence and were cross-examined, and adduced expert evidence on matters of quantum and maritime practice. The hearing was conducted in a fair, orderly, and efficient manner under the direction of the Presiding Arbitrator, Sir Malcolm Fenton-Clarke.

53. It is important to emphasize that KMH participated fully and actively in every stage of the arbitration proceedings, from the nomination of its co-arbitrator through the case management conference, the exchange of written submissions and evidence, the ten-day evidentiary hearing, and the filing of post-hearing briefs. At no stage of the proceedings did KMH raise any objection to the jurisdiction of the Tribunal,

54. The Tribunal issued its Final Award on 28 June 2024 (the "Award"). The Award comprises 487 paragraphs and 142 pages and sets out the Tribunal's detailed findings of fact, analysis of the law, and conclusions on both liability and quantum. The Award is final and binding on the parties, with no further recourse available before the Tribunal.

55. The Tribunal unanimously found in favour of TSL on all of its claims and dismissed KMH's counterclaim in its entirety. The Tribunal awarded the following sums in favour of TSL:

56. The Tribunal further ordered costs of the arbitration to be borne 85% by KMH, in light of TSL's success on all of its claims and the Tribunal's finding that KMH's conduct of the arbitration, including the pursuit of its unmeritorious counterclaim, had unnecessarily increased the costs of the proceedings. The costs awarded against KMH are as follows:

57. The grand total payable by KMH to TSL under the Award, inclusive of damages, pre-award interest, and costs, is therefore £108,600,000 (British Pounds Sterling One Hundred and Eight Million Six Hundred Thousand).

58. The Award further provides for post-award interest at the rate of 5.25% per annum simple on unpaid sums of £96,450,000 from 29 June 2024 (the day following the date of the Award) until the date of full and final payment. As of the date of this application (22 August 2024), the post-award interest that has accrued is approximately £756,041.

59. A duly authenticated and certified copy of the Award is annexed to this application as Exhibit 1, accompanied by a certificate from the LCIA Registrar confirming the authenticity of the Award (Exhibit 2). SECTION 6: THE ARBITRATION AGREEMENT

60. The arbitration agreement that formed the basis for the Tribunal's jurisdiction is contained in the LCIA arbitration clauses set out in each of the three charter-party agreements between TSL and KMH. Each charter-party contains a materially identical arbitration clause, the operative terms of which provide as follows (quoting from the M/V Aegean Fortuna charter-party, Clause 44): "44. Arbitration 44.1 This Charte