Contract analysis

1. This skeleton argument is filed in support of the Claimant's application, made without notice to the Defendant, for a worldwide freezing order (hereinafter referred to as a "WFO") against the Defendant, Korinthian Maritime Holdings Ltd. ("KMH"), a private limited company incorporated under the laws of Cyprus and registered at the Department of Registrar of Companies and intellectual Property in Nicosia, Cyprus, un

2. The application is made pursuant to section 37(1) of the Senior Courts Act 1981 and CPR Part 25.1(1)(f), in support of the Claimant's application under section 66 of the Arbitration Act 1996 (filed on 15 July 2024) for permission to enforce LCIA Award No. 224718 dated 28 June 2024 (the "Award") as a judgment of this Court. The application for permission to enforce was filed under the same Claim No. CL-2024-000487

3. The amount sought to be restrained under the WFO is up to £108,600,000 (one hundred and eight million, six hundred thousand pounds sterling), being the aggregate of the following sums awarded in the Award: (a) the principal sum of the Award in the amount of £96,450,000, comprising damages, restitution, loss of profit, and pre-award interest across three heads of claim arising from KMH's repudiatory breaches of thr

4. The Claimant, Thalassa Shipping & Logistics SA ("TSL"), is a Société Anonyme organised and existing under the laws of the Hellenic Republic, headquartered at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece. TSL is a substantial international shipping and logistics operator, managing and operating a fleet of 34 vessels comprising bulk carriers, tankers, and container feeders. The company provides integrated logi

5. The Claimant respectfully submits that the three well-established requirements for the grant of a WFO are plainly satisfied in the present case, and indeed are satisfied to a degree that renders the grant of relief particularly compelling: (a) Good arguable case on the merits. This requirement is not merely met but substantially exceeded. The Claimant does not rely upon a mere cause of action; it holds a final and

6. The Claimant sets out the detailed basis for the application below.

II. THE PARTIES AND BACKGROUND A. The Claimant — Thalassa Shipping & Logistics SA

7. TSL was founded in 1987 by the Papadimitriou family and has since grown to become a well-established and respected operator in the international shipping industry. The company has been in continuous operation for over 37 years and has built a substantial reputation in the bulk carrier, tanker, and container feeder markets, particularly within the Mediterranean, Black Sea, and Arabian Gulf trading regions.

8. The key personnel of TSL who are relevant to this application are as follows: (a) Nikolaos Papadimitriou, Chairman and Chief Executive Officer. Mr. Papadimitriou is a second-generation member of the founding family and has served as CEO since 2004. He provides the First Witness Statement in support of this application. Mr. Papadimitriou has direct personal knowledge of the charter-party agreements at the centre of

9. Between 2019 and 2021, TSL entered into three separate time charter-party agreements with KMH for the charter of three dry-bulk carriers. All three charter-parties were governed by English law and contained LCIA arbitration clauses providing for the resolution of disputes by arbitration under the LCIA Rules with a London seat. The details of these charter-parties are set out in Section II.C below.

10. TSL is, and at all material times has been, a company of substantial financial standing. Its audited accounts for the financial year ending 31 December 2023, extracts of which are exhibited to the Witness Statement of Nikolaos Papadimitriou, demonstrate annual revenues of approximately €620 million, a fleet of 34 vessels, and a healthy balance sheet. These matters are relevant both to the standing of the claim an

11. The Defendant, KMH, is a private limited company incorporated under the laws of the Republic of Cyprus under Registration No. HE 387421, with its registered address at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus. KMH operates as a holding company controlling a fleet of approximately 18 dry-bulk carriers, which are held through a series of single-purpose vehicle subsidiaries incorporated across mu

12. KMH is beneficially owned and controlled by the Volkov family, specifically: (a) Andrei Volkov, who is the ultimate beneficial owner and de facto director of KMH. Mr. Volkov is a Russian national resident in Cyprus. Although not formally listed as a director of KMH in the Cypriot companies register, the evidence before the Court (including the findings of the Tribunal in the Award and the Hartwell Pemberton LLP a

13. The Volkov family's interest in KMH is held through a series of BVI and Cypriot holding structures, the details of which are set out in the corporate structure chart prepared by Hartwell Pemberton LLP and exhibited to the Witness Statement of Nikolaos Papadimitriou at Exhibit NP-6. The nature and complexity of this corporate structure is itself a matter of relevance to the dissipation risk analysis, as set out in

14. KMH's estimated pre-dispute net asset value was approximately USD $280 million, comprising principally the value of its fleet, receivables from chartering operations, and cash balances held across multiple jurisdictions. The key subsidiaries and single-purpose vehicles relevant to this application are as follows: (a) Korinthian Bulkers (Singapore) Pte. Ltd., a company incorporated in Singapore and registered at 8

15. The underlying disputes between TSL and KMH arose from three time charter-party agreements entered into between 2019 and 2021. Each of the three charters was for a dry-bulk carrier, was governed by English law, and contained an LCIA arbitration clause providing for the resolution of disputes under the LCIA Rules with a London seat. The details of each charter-party and the nature of KMH's breach are as follows:

16. M/V *Aegean Fortuna (IMO 9784521). The M/V Aegean Fortuna* is a Supramax Bulk Carrier of 58,200 DWT, flagged in the marshall Islands. The charter-party was signed on 15 March 2019 for a period of five years from delivery. KMH wrongfully redelivered the vessel on 18 June 2022, approximately 14 months prior to the contractual charter expiry date. The wrongful early redelivery constituted a repudiatory breach of the

17. M/V *Crimson Horizon (IMO 9801334). The M/V Crimson Horizon* is a Handymax Bulk Carrier of 37,500 DWT, flagged in Liberia. The charter-party was signed on 22 January 2020 for a period of four years from delivery. KMH ceased making hire payments from 1 July 2022 onwards, and hire arrears in the amount of £4,280,000 accrued before TSL exercised its contractual right to withdraw the vessel from KMH's service on 15 S

18. M/V *Volga Spirit (IMO 9756892). The M/V Volga Spirit* is a Panamax Bulk Carrier of 76,400 DWT, flagged in Cyprus. The charter-party was signed on 10 June 2021 for a period of three years from delivery. During the currency of the charter, KMH made off-hire deductions totalling approximately £2,740,000 which the Tribunal found to be fabricated. Specifically, the Tribunal found that KMH had manufactured claims for

19. Copies of the three charter-party agreements are exhibited to the Witness Statement of Nikolaos Papadimitriou at Exhibits NP-2, NP-3, and NP-4 respectively.

III. THE LCIA ARBITRATION AND AWARD A. Procedural History

20. TSL commenced arbitration proceedings against KMH by filing a Request for Arbitration with the LCIA on 14 November 2022. The arbitration was registered under LCIA Case Reference No. 224718.

21. The Tribunal was constituted on 8 February 2023, following the appointment procedures under the LCIA Rules. The Tribunal comprised: (a) Sir Malcolm Fenton-Clarke (Presiding Arbitrator), appointed by the LCIA Court. Sir Malcolm is a former judge of the English High Court, Commercial Division, and a highly respected international arbitrator with particular expertise in shipping and commodities disputes. (b) Profess

22. The Tribunal Secretary was Ms. Fiona Beckett. The arbitration proceeded in an orderly fashion, with full participation by both parties. Both sides were legally represented throughout: TSL by Calderwood & Harkness LLP (London), and KMH by Harkness Whitford & Co. (London).

23. The procedural timetable included the exchange of detailed memorials, witness statements, and expert reports. Factual witnesses were called on both sides, and the parties adduced competing expert evidence on matters of market rates and quantum.

24. The substantive evidentiary hearing was held over a period of 10 days, from 11 to 22 September 2023, at the International Dispute Resolution Centre (IDRC) in London. The hearing involved the examination and cross-examination of factual and expert witnesses, followed by closing submissions.

25. Post-hearing briefs were exchanged, and the Tribunal reserved its decision. The Final Award was issued on 28 June 2024, approximately nine months after the close of the evidentiary hearing. The Award is exhibited to the Witness Statement of Nikolaos Papadimitriou at Exhibit NP-1. B. The Award

26. The Tribunal found KMH liable on all heads of claim advanced by TSL. The Award was unanimous. The Tribunal's detailed reasoning extends to 187 pages and addresses each head of claim, the relevant factual findings, and the assessment of quantum. The Award provides as follows: (a) Damages for wrongful early redelivery of M/V *Aegean Fortuna*: £42,300,000. The Tribunal found that KMH's early redelivery of the vessel

27. The total of the principal Award (comprising items (a) through (e) above) was therefore £96,450,000, equivalent to approximately USD $120 million at the prevailing exchange rate of £1 = USD $1.2441 as at 28 June 2024.

28. The Tribunal further ordered that the costs of the arbitration be allocated 85% to KMH and 15% to TSL, reflecting the Tribunal's assessment of the outcome on the merits and the parties' respective conduct during the proceedings. The costs allocated to KMH comprised: (a) LCIA administrative costs and the fees of the Tribunal: £3,240,000; (b) TSL's legal costs of the arbitration (solicitors' fees, counsel's fees, e

29. The grand total of the Award plus costs is therefore £108,600,000.

30. The Tribunal further ordered that post-award interest should accrue at the rate of 5.25% per annum simple on the unpaid principal sum of £96,450,000 from 29 June 2024 until the date of full satisfaction of the Award. At the date of this skeleton argument, no part of the Award has been paid, and interest continues to accrue. C. Finality and Enforceability

31. The Award is final and binding upon the parties pursuant to Article 26.8 of the LCIA Rules and sections 58 and 66 of the Arbitration Act 1996. Under Article 26.8 of the LCIA Rules, an award is final and binding on the parties from the date it is made, and by agreeing to arbitration under the LCIA Rules, the parties have undertaken to carry out any award immediately and without any delay. The parties to the arbitr

32. At the date of this application (16 July 2024), no application has been filed by KMH to set aside or challenge the Award under sections 67, 68, or 69 of the Arbitration Act 1996. The Claimant notes, for the purposes of full and frank disclosure, that KMH subsequently filed an application under sections 68 and 69 of the Arbitration Act 1996 on 19 August 2024; however, this is immaterial to the WFO criteria and is

33. The application under section 66 of the Arbitration Act 1996 for permission to enforce the Award as a judgment of this Court was filed on 15 July 2024 under Claim No. CL-2024-000487. The present application for a WFO is made in support of that enforcement application.

34. The existence of a final and binding arbitral award for the sum of £96,450,000 plus costs of £12,150,000, issued by a tribunal of the highest calibre after a full 10-day evidentiary hearing, plainly satisfies — and substantially exceeds — the "good arguable case" threshold that is the first requirement for the grant of a WFO. This matter is addressed in greater detail in Section V below.

IV. LEGAL FRAMEWORK FOR A WORLDWIDE FREEZING ORDER A. Jurisdiction.

35. The Court's power to grant freezing injunctions, including worldwide freezing orders, derives from section 37(1) of the Senior Courts Act 1981, which provides that the High Court may by order grant an injunction in all cases in which it appears to the Court to be just and convenient to do so. The specific procedural mechanism for applying for a freezing injunction is provided by CPR Part 25.1(1)(f), which identif

36. The Court's power to grant freezing relief in support of the enforcement of arbitral awards is well established. In Mobil Cerro Negro Ltd v Petroleos de Venezuela SA [2008] EWHC 532 (Comm), Walker J confirmed that the Court has jurisdiction to grant freezing relief in support of an application for permission to enforce an arbitral award under section 66 of the Arbitration Act 1996. The same principle was applied

37. In the present case, the Court's jurisdiction to grant freezing relief is engaged in support of the Claimant's application under section 66 of the Arbitration Act 1996 for permission to enforce the Award as a judgment of this Court. The Award is an LCIA award with a London seat, and the enforcement application has been filed in this Court. There can be no doubt as to jurisdiction. B. Requirements.

38. The principles governing the grant of a WFO are well established. As set out in Ninemia Maritime Corporation v Trave Schiffahrtsgesellschaft mbH & Co KG (The Niedersachsen) [1983] 1 WLR 1412 and the substantial body of subsequent authority, the Court must be satisfied of three matters before granting freezing relief: (a) Good arguable case. The applicant must demonstrate a good arguable case on the substantive cl

39. These three requirements are considered in detail in Sections V, VI, and VII of this skeleton argument respectively. C. Without-Notice Applications

40. The present application is made without notice to the Defendant. The Claimant recognises the heightened obligations that attach to a without-notice application, and in particular the duty of full and frank disclosure.

41. The duty of full and frank disclosure on a without-notice application is a fundamental principle, established in R v Kensington Income Tax Commissioners, ex parte Princess Edmond de Polignac [1917] 1 KB 486 and repeatedly affirmed in subsequent authority. The duty requires the applicant to make a fair presentation to the court of all material matters, including matters that are or may be adverse to the applicant'

42. The Claimant takes its duty of full and frank disclosure seriously and addresses specifically in Section IX below the matters that it considers potentially adverse to its application, so that the Court may have a full and fair picture of the relevant circumstances.

43. The Claimant is also willing to give the usual cross-undertaking in damages, as required for the grant of freezing relief on a without-notice application. The Claimant's financial capacity to honour such a cross-undertaking is addressed in Section VII.C below.

44. The first requirement for the grant of a WFO is that the applicant must demonstrate a good arguable case on the substantive claim. The test is whether the applicant has a "good arguable case" that the defendant owes the applicant the relevant sum. As expressed by Mustill J (as he then was) in The Niedersachsen [1983] 1 WLR 1412, the test requires that the claim be one which has a reasonable prospect of success, t

45. In the present case, the Claimant need not merely show a good arguable case based upon a cause of action that has yet to be determined. The Claimant holds a final and binding arbitral award issued by a three-member LCIA tribunal, following a full 10-day evidentiary hearing at which both parties were represented, witnesses were called and cross-examined, and expert evidence was adduced and tested. The Award is for

46. The Award (exhibited at NP-1) demonstrates: (a) Unanimous findings on liability. The Tribunal found unanimously that KMH was in repudiatory breach of all three charter-party agreements. The Tribunal's findings on liability were based upon a comprehensive analysis of the documentary and witness evidence and were set out in detailed reasoning extending to 187 pages. The Tribunal rejected KMH's defences in their ent

47. It is well established that a final arbitral award provides a stronger foundation for a freezing order than a mere cause of action that has yet to be adjudicated. In Econet Wireless Ltd v Vee Networks Ltd [2006] EWHC 1568 (Comm), the court held that where an applicant has obtained a final arbitral award in its favour, the "good arguable case" requirement is amply satisfied, because the applicant has more than a g

48. The same principle applies with even greater force in the present case, where the Award was issued by a three-member tribunal of the highest calibre (including a former High Court judge as presiding arbitrator), following a full evidentiary hearing, and where the Tribunal's findings were unanimous.

49. It is also relevant that KMH has not satisfied the Award voluntarily, despite the passage of more than two weeks since the Award was issued on 28 June 2024. A pre-enforcement demand letter was sent by Calderwood & Harkness LLP on behalf of TSL to KMH's solicitors, Harkness Whitford & Co., on 8 July 2024, demanding payment of the full amount of the Award within 14 days. No substantive response has been received, a

50. The Claimant accordingly submits that the "good arguable case" requirement is not merely met but is satisfied to the highest possible degree.

VI. REAL RISK OF DISSIPATION A. Legal Principles

51. The second requirement for the grant of a WFO is that the applicant must demonstrate a real risk that the defendant will dissipate its assets — that is, will remove assets from the jurisdiction or otherwise deal with them so as to render any judgment or award unenforceable or substantially more difficult to enforce.

52. The risk of dissipation must be assessed objectively on the basis of solid evidence. As stated by Burton J in Congentra AG v Sixteen Thirteen Marine SA (The Nicholas M) [2008] EWHC 1615 (Comm), the court must be satisfied on the evidence that there is a real risk, not merely a theoretical or fanciful one, that the defendant will take steps to frustrate enforcement.

53. The court may infer a risk of dissipation from a combination of factors, including (but not limited to): the nature and structure of the defendant's assets; evidence of pre-existing or post-judgment asset movements; the defendant's behaviour in the underlying dispute; the corporate structures used by the defendant; the geographical dispersal of assets; and the defendant's response (or lack of response) to the jud

54. While solid evidence is needed, the court should not set the bar too high. As the Court of Appeal emphasised in Lakatamia Shipping Co Ltd v Morimoto [2019] EWCA Civ 2203, the court must adopt a realistic and practical approach to the assessment of dissipation risk. The court is entitled to look at the cumulative effect of the evidence, and individual factors that might not be sufficient on their own may, when tak