Contract analysis

I. Purpose and Executive Summary This memorandum analyzes the procedure, requirements, and prospects for the recognition and enforcement in Cyprus of the LCIA Final Award No. 224718 dated 28 June 2024 (the "Award") rendered in favor of Thalassa Shipping & Logistics SA ("TSL") against Korinthian Maritime Holdings Ltd. ("KMH," Cyprus Registration No. HE 387421). The memorandum is prepared for the internal files of Cald

II. Background — The Award and the Parties A. The Parties

1. Claimant / Award Creditor: Thalassa Shipping & Logistics SA Thalassa Shipping & Logistics SA ("TSL") is a Société Anonyme organized and existing under the laws of the Hellenic Republic (Greece), registered at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece, with Tax Identification Number (AFM): EL-801456729. TSL was founded in 1987 by the Papadimitriou family and has grown to become a significant participant in

2. Respondent / Award Debtor: Korinthian Maritime Holdings Ltd. Korinthian Maritime Holdings Ltd. ("KMH") is a private limited company incorporated in Nicosia, Cyprus, under Registration No. HE 387421. Its registered address is 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus. KMH is a vessel-owning and chartering company that controls a fleet of approximately 18 dry-bulk carriers through a network of SPV

III. Legal Framework for Enforcement of Foreign Arbitral Awards in Cyprus A. The New York Convention 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" or the "Convention"), and subsequently ratified it. Critically, Cyprus did not avail itself of either of the optional reservations permitted under

Article IV specifies the documentary requirements for an enforcement application, which are addressed in detail in Section IV of this memorandum.

Article V enumerates the exclusive grounds upon which recognition and enforcement may be refused. These grounds are narrowly defined and must be established by the party opposing enforcement (here, KMH). A detailed risk assessment of each Article V ground is set out in Section V below.

Article VI provides that if an application for the setting aside or suspension of the award has been made to a competent authority of the country in which, or under the law of which, the award was made (here, the English courts), the enforcing court (the Nicosia District Court) "may, if it considers it proper, adjourn the decision on the enforcement of the award and may also, on the application of the party claiming

IV. Filing Requirements and Documentary Evidence A. Application to the Nicosia District Court The application for recognition and enforcement of the Award should be filed in the Nicosia District Court by way of originating summons in accordance with the Civil Procedure Rules. The application will be assigned a case number upon filing. Based on the current state of preparation, we anticipate that Kyprianos Makrides &

Article IV of the New York Convention prescribes the documentary requirements for an application for recognition and enforcement. The following documents must be submitted to the Nicosia District Court:

1. The duly authenticated original award or a duly certified copy thereof (Article IV(1)(a)). A certified copy of LCIA Award No. 224718 must be obtained from the LCIA Registrar. Fiona Beckett, as Tribunal Secretary, will be the point of contact for this purpose. Calderwood & Harkness has already requested a certified copy from the LCIA Secretariat, and it is expected to be available by 8 August 2024. The certified co

2. The original arbitration agreement or a duly certified copy thereof (Article IV(1)(b)). The arbitration agreements are contained in the LCIA arbitration clauses embedded within the three time charter-party agreements (M/V Aegean Fortuna, M/V Crimson Horizon, and M/V Volga Spirit). Certified copies of the relevant arbitration clauses — and, for completeness, of the signature pages of the charter-party agreements —

3. Translations (Article IV(2)).

Article IV(2) of the Convention provides that if the award or the arbitration agreement is not in an official language of the country in which enforcement is sought, the party applying for enforcement must produce a translation of these documents into the official language. The official language of the courts of Cyprus is Greek. The LCIA Award is in English, and the charter-party agreements (including the arbitration

4. Supporting affidavit. The enforcement application must be supported by an affidavit from a TSL officer setting out the factual background, a summary of the arbitration proceedings, a description of the Award and its terms, confirmation that the Award has not been satisfied, and the failure of KMH to pay the amounts awarded. Elena Stavridis (Chief Financial Officer of TSL) has been identified as the appropriate dep

5. Power of Attorney. A power of attorney ("PoA") must be executed by an authorized officer or director of TSL, authorizing Kyprianos Makrides & Partners to act on behalf of TSL in the Cyprus enforcement proceedings. The PoA should be executed by either Nikolaos Papadimitriou (Chairman & CEO) or Ioanna Christodoulou (General Counsel), and should be apostilled for use in Cyprus. The form of the PoA has been prepared b

6. Certificate of incorporation and good standing of TSL. A certificate of incorporation and current good standing of TSL must be obtained from the competent Greek authority (the General Commercial Registry, or GEMI) and apostilled for use in Cyprus. This certificate will confirm that TSL is a validly existing legal entity with capacity to bring enforcement proceedings. The request for the certificate has been submit

7. Evidence of KMH's Cyprus registration. An extract from the Cyprus Registrar of Companies confirming KMH's incorporation (Registration No. HE 387421) and its current registered address should be obtained and submitted in support of the application. This extract will serve to establish KMH's domicile in Cyprus and to confirm the correct respondent entity. KM&P will obtain this extract from the Cyprus Department of R

V. Grounds of Refusal Under Article V — Risk Assessment This section assesses each of the grounds of refusal under Article V of the New York Convention, as incorporated into Cypriot law by Law 101/1987, and evaluates the risk that KMH may successfully invoke any of them to resist enforcement of the Award. The assessment is informed by the factual record of the LCIA arbitration, the terms of the Award, and the anticip

Article V(1)(a) provides that recognition and enforcement may be refused if the parties to the arbitration agreement were, under the law applicable to them, under some incapacity, or if the arbitration agreement is not valid under the law to which the parties have subjected it, or, failing any indication thereon, under the law of the country where the award was made. Assessment: There is no basis for a challenge unde

Article V(1)(b) provides that recognition and enforcement may be refused if the party against whom the award is invoked was not given proper notice of the appointment of the arbitrator or of the arbitration proceedings, or was otherwise unable to present his case. Assessment: This ground is without merit on the facts. KMH was given full and proper notice of the arbitration at every stage. The Request for Arbitration

Article V(1)(c) provides that recognition and enforcement may be refused if the award deals with a difference not contemplated by or not falling within the terms of the submission to arbitration, or if it contains decisions on matters beyond the scope of the submission to arbitration. Assessment: The Award deals exclusively with the charter-party disputes that were referred to arbitration under the three LCIA arbitra

Article V(1)(d) provides that recognition and enforcement may be refused if the composition of the arbitral authority or the arbitral procedure was not in accordance with the agreement of the parties, or, failing such agreement, was not in accordance with the law of the country where the arbitration took place. Assessment: The Tribunal was constituted in strict accordance with the LCIA Rules, which were incorporated

Article V(1)(e) provides that recognition and enforcement may be refused if the award has not yet become binding on the parties, or has been set aside or suspended by a competent authority of the country in which, or under the law of which, that award was made. Assessment: This is the most procedurally significant ground of potential opposition, though the underlying substantive risk remains low. The Award is a final

Article V(2)(a) provides that recognition and enforcement may be refused if the competent authority in the country where recognition and enforcement is sought finds that the subject matter of the difference is not capable of settlement by arbitration under the law of that country. Assessment: The subject matter of the disputes — claims arising out of international time charter-party agreements for the hire of dry-bul

Article V(2)(b) provides that recognition and enforcement may be refused if the competent authority in the country where recognition and enforcement is sought finds that the recognition or enforcement of the award would be contrary to the public policy of that country. Assessment: No aspect of the Award or its enforcement would be contrary to the public policy of Cyprus. The Award is the product of a fair and regular

VI. Freezing Injunction — Interim Relief in Cyprus A. Legal Basis The Nicosia District Court has jurisdiction to grant interim freezing injunctions — analogous to Mareva injunctions under English law — in aid of enforcement proceedings. This jurisdiction is exercised under the general provisions of the Cyprus Civil Procedure Law governing interim and interlocutory relief, as well as under the court's inherent jurisdi