Contract analysis

I. INTRODUCTION AND SUMMARY OF APPLICATION

1. This is an ex parte application by the Applicant, Thalassa Shipping & Logistics SA ("TSL" or the "Applicant"), for an interim freezing injunction (Mareva-type relief) prohibiting the Respondent, Korinthian Maritime Holdings Ltd. ("KMH" or the "Respondent"), from disposing of, dealing with, diminishing, or encumbering certain identified assets located in the Republic of Cyprus.

2. The specific assets in respect of which the freezing injunction is sought are: (a) KMH's entire shareholding (being 100% of the issued share capital) in Oceangate Ventures Ltd., a private limited company incorporated in the Republic of Cyprus under Registration No. HE 401293, with registered address at 28 Themistokli Dervi Avenue, Suite 604, Nicosia 1066, Cyprus (hereinafter "Oceangate"); and (b) All funds, balanc

3. This application is made in connection with and in support of the enforcement of LCIA Award No. 224718, a Final Award rendered on 28 June 2024 (the "Award") by a tribunal duly constituted under the Rules of the London Court of International Arbitration (the "LCIA"). Pursuant to the Award, the tribunal ordered KMH to pay to TSL the following sums: (a) Total damages and pre-award interest in the amount of £96,450,00

4. An application for recognition and enforcement of the Award under the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, New York, 10 June 1958 (the "New York Convention"), as implemented in the Republic of Cyprus by the Cyprus Arbitration Law, Cap. 4, was filed in this Honourable Court on 9 August 2024 and assigned Case No. 2247/2024 (the "Enforcement Application").

5. The present application for interim freezing relief is necessitated by a real and demonstrable risk that KMH will dissipate, transfer, encumber, or otherwise deal with its Cyprus-based assets for the purpose of frustrating enforcement of the Award. As will be set out in detail below, since the Award was issued on 28 June 2024, KMH has engaged in a pattern of post-award asset-shifting, including the attempted sale

6. It should be noted that on 16 July 2024, Mr. Justice Ashworth of the Commercial Court of England and Wales (Queen's Bench Division) granted, without notice to KMH, a Worldwide Freezing Order (the "WFO") restraining KMH from disposing of or dealing with any of its assets worldwide up to the value of £108,600,000. That order was continued with modifications on the return date of 30 July 2024 after KMH appeared and w

7. The application is made on an urgent ex parte basis. The Applicant respectfully submits that prior notice to KMH of this application would defeat its purpose, given the demonstrated risk that KMH will take immediate steps to dissipate or relocate the Cyprus-based assets if alerted to the application before an order is made. The Applicant undertakes, however, to notify KMH and its Cyprus legal representatives of th

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

8. The Applicant, Thalassa Shipping & Logistics SA, is a Société Anonyme (SA) organized and existing under the laws of the Hellenic Republic, with its registered and principal offices at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece. Its Tax Identification Number (Arithmos Forologikou Mitroou, or AFM) is EL-801456729.

9. TSL was founded in 1987 by the Papadimitriou family and has since grown into one of the most significant privately held shipping and logistics enterprises operating in the Eastern Mediterranean basin and beyond. TSL currently operates a diversified fleet of thirty-four (34) vessels, comprising bulk carriers, tankers, and container feeders. In addition to its fleet operations, TSL provides integrated logistics serv

10. TSL's annual revenues for the financial year ending 31 December 2023 were approximately €620 million, reflecting the scale and commercial significance of its operations. TSL is a well-established and financially sound enterprise with substantial resources and a demonstrated track record in international shipping.

11. TSL's ownership structure is as follows: approximately 72% of the share capital is held by the Papadimitriou Family Trust (a trust established under Greek law for the benefit of the descendants of the company's founder), and the remaining 28% is held by Aegean Capital Partners SA, a reputable Greek investment firm with offices in Athens and Thessaloniki.

12. The key personnel of TSL relevant to this application are as follows: (a) Nikolaos Papadimitriou — Chairman and Chief Executive Officer. Mr. Papadimitriou is the son of the company's founder and has served as CEO since 2005. He has overall responsibility for the strategic direction of TSL and its subsidiary operations. (b) Elena Stavridis — Chief Financial Officer. Ms. Stavridis has served as CFO of TSL since 201

13. The Respondent, Korinthian Maritime Holdings Ltd., is a private limited company incorporated in the Republic of Cyprus under Registration No. HE 387421, with its registered address at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus.

14. KMH operates as a vessel-owning and chartering company. It controls a fleet of approximately eighteen (18) dry-bulk carriers through a network of single-purpose vehicle (SPV) subsidiaries incorporated in various jurisdictions, including the British Virgin Islands, Singapore, and Cyprus. KMH was the disponent owner of the three vessels at the centre of the underlying charter-party dispute that gave rise to the LCI

15. KMH is beneficially owned by the Volkov family through a series of holding structures involving entities incorporated in the British Virgin Islands and the Republic of Cyprus. The ultimate beneficial owner of KMH is Andrei Volkov, a Russian national resident in Dubai, United Arab Emirates, who exercises de facto control over KMH and its subsidiary entities. The estimated pre-dispute net asset value of KMH, inclus

16. The key personnel of KMH relevant to this application are as follows: (a) Andrei Volkov — Ultimate Beneficial Owner and de facto director. Mr. Volkov controls the KMH group through his beneficial ownership of the holding structures above KMH. Although he does not hold formal directorship of KMH itself, the evidence demonstrates that he exercises effective control over the company's affairs and decision-making. (b

17. In the underlying LCIA arbitration and in the enforcement proceedings in England and Wales, KMH has been represented by Harkness Whitford & Co., a law firm based in London, England, with offices at 12 Fetter Lane, London EC4A 1JP (SRA Registration No. 614823). The key personnel at Harkness Whitford & Co. involved in this matter are Richard Harkness (Senior Partner), Catherine Whitford (Partner, International Arbi

18. In Cyprus, KMH is represented by Vassiliadis & Economou LLC, Advocates, with offices at 7 Stasinou Avenue, 3rd Floor, Nicosia 1060, Cyprus. The key personnel at that firm are Georgios Vassiliadis (Managing Partner) and Eleni Economou (Partner). This is the firm to which the Applicant proposes to effect service of this application and any order made hereon, as KMH's identified Cyprus legal representatives.

III. THE ASSETS SUBJECT TO THIS APPLICATION A. KMH's Shareholding in Oceangate Ventures Ltd.

19. Oceangate Ventures Ltd. ("Oceangate") is a private limited company incorporated in the Republic of Cyprus under Registration No. HE 401293, with its registered address at 28 Themistokli Dervi Avenue, Suite 604, Nicosia 1066, Cyprus. As confirmed by the extract from the Cyprus Registrar of Companies annexed as Exhibit D, KMH holds 100% of the issued share capital of Oceangate.

20. Oceangate functions as an intermediate holding company within the KMH group corporate structure. It does not itself engage in operational shipping activities. Rather, Oceangate holds shares in fleet SPV entities — single-purpose companies that are the registered owners of individual vessels in the KMH fleet. Through this intermediate holding structure, KMH exercises control over significant fleet assets while mai

21. The fleet SPV entities held through Oceangate include, but are not limited to: (a) Dnepr Shipholding Inc., a company incorporated in the British Virgin Islands (Company No. 2014876), with its registered agent at Vantage Corporate Services Ltd., Road Town, Tortola, British Virgin Islands. Dnepr Shipholding Inc. is the registered owner of: (i) M/V *Aegean Fortuna* (IMO 9784521), a Supramax Bulk Carrier of 58,200 DW

22. The Oceangate shares therefore represent a substantial asset in themselves and, critically, constitute the gateway through which KMH controls its fleet SPVs and the underlying vessel assets. The value of the Oceangate shares is directly linked to, and derived from, the market value of the vessels owned by the SPVs held through Oceangate, as well as any charter income, receivables, and other assets held at the SPV

23. The significance of the Oceangate shareholding as an enforcement target cannot be overstated. If KMH were permitted to transfer, encumber, or otherwise deal with its Oceangate shares — for example, by transferring them to another entity within the Volkov family's network of holding structures — the entire downstream chain of fleet assets would be placed beyond TSL's reach in so far as enforcement through the Cypr

24. The existence and structure of KMH's ownership of Oceangate has been confirmed by asset tracing work conducted by Hartwell Pemberton LLP, a firm of forensic accountants and asset tracing specialists with offices at 25 Old Broad Street, London EC2N 1HN. Hartwell Pemberton was engaged by TSL to map KMH's corporate structure and identify assets available for enforcement. Their preliminary asset tracing report, dated

25. KMH maintains one or more bank accounts in the Republic of Cyprus in the name of Korinthian Maritime Holdings Ltd. (HE 387421). The Applicant believes and avers, on the basis of the asset tracing work conducted by Hartwell Pemberton LLP, that these accounts hold material balances and are used in connection with KMH's shipping operations, including the receipt and disbursement of charter hire, operational expendit

26. Similarly, Oceangate Ventures Ltd. (HE 401293) maintains one or more bank accounts in the Republic of Cyprus. As the intermediate holding company for the fleet SPVs, Oceangate's accounts may receive dividends, intercompany payments, and other funds from the downstream entities.

27. At this stage, the Applicant has not been able to identify the specific banks, branch locations, or account numbers at which KMH's and Oceangate's Cypriot accounts are held. The preliminary asset tracing report of Hartwell Pemberton LLP has identified the existence of these accounts and confirmed that material balances are held therein, but the precise details remain within the exclusive knowledge of KMH and its

28. The preservation of these bank account balances is essential. Without freezing relief, KMH could easily and rapidly transfer funds from its Cyprus accounts to accounts in other jurisdictions — particularly jurisdictions in which enforcement may be more difficult, such as the British Virgin Islands, the United Arab Emirates, or the Russian Federation — or to entities nominally unconnected to KMH but beneficially c

IV. BACKGROUND TO THE UNDERLYING DISPUTE AND THE LCIA AWARD A. The Charter-Party Agreements

29. The underlying dispute arises from 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. Each of the three charter-parties was governed by English law and contained an arbitration clause providing for the resolution of disputes by arbitration under the LCIA Rules, with London as the seat of arbitra

30. The three charter-parties were as follows: (a) Charter 1 — M/V *Aegean Fortuna: A time charter-party dated 15 March 2019 for the charter of the vessel M/V Aegean Fortuna* (IMO 9784521), a Supramax Bulk Carrier of 58,200 DWT flying the flag of the Republic of the marshall Islands. The SPV owner of the vessel was Dnepr Shipholding Inc. (BVI Company No. 2014876). The charter was for a period of three years with opti

31. Certified copies of each of the three charter-party agreements, including the LCIA arbitration clauses contained therein, are annexed as Exhibit B. B. KMH's Breaches

32. Beginning in mid-2022, KMH engaged in a pattern of repudiatory breach of each of the three charter-parties. The nature and chronology of these breaches, as found by the LCIA tribunal in its Final Award, are summarized as follows: (a) M/V *Aegean Fortuna* — Wrongful Early Redelivery: KMH wrongfully redelivered the M/V Aegean Fortuna to TSL on 18 June 2022, some fourteen (14) months prior to the earliest permissibl

33. The tribunal's findings in respect of these breaches are set out at length in the Award and are summarized in the affidavit of Elena Stavridis (Exhibit G). The cumulative effect of KMH's breaches was to deprive TSL of the benefit of three substantial charter-party contracts during a period of historically high freight rates, causing losses that the tribunal quantified in excess of £96 million inclusive of pre-awa

34. TSL commenced arbitration proceedings against KMH by filing a Request for Arbitration with the LCIA on 14 November 2022 (LCIA Case Reference No. 224718). The Request for Arbitration invoked the LCIA arbitration clauses contained in each of the three charter-parties and sought damages for KMH's repudiatory breaches.

35. The tribunal was constituted on 8 February 2023 and comprised the following members: (a) Sir Malcolm Fenton-Clarke — Presiding Arbitrator, appointed by the LCIA Court pursuant to Article 5.8 of the LCIA Rules. Sir Malcolm is a retired judge of the English Commercial Court and a highly experienced maritime arbitrator. (b) Professor Athena Drakopoulos — Co-Arbitrator, nominated by TSL (the Claimant in the arbitrati

36. The arbitration proceeded through the full procedural stages contemplated by the LCIA Rules, including written submissions, disclosure of documents, witness statements, expert reports, and an oral evidentiary hearing. The evidentiary hearing took place from 11 September 2023 through 22 September 2023, a total of ten (10) hearing days, at the International Dispute Resolution Centre (IDRC) in London. Both parties w

37. It is an important feature of this application that KMH participated fully in the LCIA arbitration through experienced and reputable counsel. KMH nominated its own co-arbitrator, filed extensive written submissions and evidence, cross-examined TSL's witnesses, and presented its own case at the evidentiary hearing. The Award is therefore the product of a fully contested arbitration in which both parties had every

38. The tribunal issued its Final Award on 28 June 2024. In a comprehensive and detailed award running to 187 pages, the tribunal found in favour of TSL on all material issues and awarded the following sums: (a) Damages for wrongful early redelivery of M/V *Aegean Fortuna*: £42,300,000 (forty-two million three hundred thousand pounds sterling), representing TSL's loss of bargain as a result of the wrongful redelivery

39. In respect of the costs of the arbitration, the tribunal ordered that costs be allocated 85% to KMH and 15% to TSL, reflecting TSL's near-total success on the merits. The costs allocation resulted in the following: (a) LCIA administrative and tribunal costs: £3,240,000 (allocated 85% to KMH); (b) TSL's legal costs (Calderwood & Harkness LLP and associated counsel): £8,910,000 (recovered in full from KMH); (c) Tot

40. The Grand Total of the Award inclusive of costs is therefore £108,600,000 (one hundred and eight million six hundred thousand pounds sterling).

41. Additionally, the tribunal ordered that post-award interest shall accrue at the rate of 5.25% per annum simple on the unpaid principal sum of £96,450,000 from 29 June 2024 (the day following the date of the Award) until the date of payment. At this rate, post-award interest accrues at approximately £13,874 per day, or approximately £5,064,000 per annum.

42. A certified copy of the Award is annexed as Exhibit A.

V. ENFORCEMENT PROCEEDINGS IN OTHER JURISDICTIONS A. England and Wales

43. Following the issuance of the Award on 28 June 2024, TSL promptly initiated enforcement proceedings in England and Wales, the seat of the arbitration and the jurisdiction in which the most immediate enforcement tools are available. A summary of those proceedings, which are directly relevant to the present application, is set out below.

44. Application to Enforce Under Section 66 of the Arbitration Act 1996: On 15 July 2024, TSL filed an application in the Commercial Court of England and Wales (Queen's Bench Division) for permission to enforce the Award as a judgment of the court, pursuant to section 66 of the Arbitration Act 1996. The application was assigned Claim No. CL-2024-000487.

45. Worldwide Freezing Order: On 16 July 2024, Mr. Justice Ashworth of the Commercial Court granted, without notice to KMH, a Worldwide Freezing Order (the "WFO") restraining KMH from disposing of or dealing with any of its assets worldwide up to the value of £108,600,000. The WFO was granted on the basis that TSL had established both a good arguable case (in this instance, a final arbitral award in its favour) and a

46. The WFO was served on KMH at its London solicitors, Harkness Whitford & Co. A return date was set for 30 July 2024. On the return date, KMH appeared through counsel and opposed the continuation of the WFO. After hearing argument from both sides, Mr. Justice Ashworth continued the WFO with modifications, including the insertion of ordinary course of business exceptions and certain carve-outs for KMH's legal costs.

47. Permission to Enforce: On 2 August 2024, Mr. Justice Ashworth granted TSL permission to enforce the Award as a judgment of the Commercial Court pursuant to section 66 of the Arbitration Act 1996.

48. Interim Third-Party Debt Order: On 5 August 2024, an interim third-party debt order was granted against Meridian Trust Bank Ltd. (50 Lombard Street, London EC3V 9EA) in respect of accounts held at that bank in the name of KMH. This order was made in connection with the enforcement proceedings and is a further step in TSL's efforts to realize the sums due under the Award.

49. Ancillary Disclosure Provisions: The WFO includes ancillary disclosure provisions requiring KMH to disclose, within a specified period, all assets exceeding £25,000 in value held by KMH worldwide. Compliance with these disclosure provisions is relevant to TSL's ability to trace and preserve KMH's assets across jurisdictions. KMH's response to the disclosure provisions has, to date, been incomplete, a matter that

50. KMH's Set-Aside Application: On 19 August 2024, KMH filed an application to set aside or vary the Award under sections 68 and 69 of the Arbitration Act 1996, alleging serious irregularity and error of law. TSL's position is that the set-aside application is without merit and may itself constitute a delaying tactic designed to defer enforcement while KMH continues to restructure its assets. In any event, the filin

51. A certified copy of the WFO granted by Mr. Justice Ashworth on 16 July 2024, as continued on 30 July 2024, is annexed as Exhibit C. B. Significance of the WFO for This Application

52. The existence of the WFO granted by the English Commercial Court is of direct and substantial significance for the present application. In granting and continuing the WFO, Mr. Justice Ashworth necessarily found, on the basis of the evidence before him, that: (a) TSL has a good arguable case — indeed, more than a good arguable case, given the existence of a final and binding arbitral award in TSL's favour; and (b)

53. While this Honourable Court is of course not bound by the findings of the English Commercial Court, the existence of the WFO is a powerful indicator that the conditions for freezing relief are met. The same evidence of dissipation risk that persuaded Mr. Justice Ashworth to grant and continue the WFO is before this Court, supplemented by additional evidence specific to the Cyprus-based assets.

54. Moreover, the existence of the WFO demonstrates a practical and procedural need for complementary local freezing relief in Cyprus. Although the WFO is worldwide in scope and purports to restrain KMH's assets wherever situated, the practical reality is that a freezing order made by the English Commercial Court cannot, without more, be enforced against assets located in the Republic of Cyprus. Cypriot financial ins

55. The grant of local freezing relief in support of a worldwide freezing order made in the jurisdiction of the seat of arbitration is a well-recognized practice in international enforcement, and is precisely the type of complementary relief that the courts of Cyprus have jurisdiction and authority to grant.