DUBAI COURT OF FIRST INSTANCE
CIVIL AND COMMERCIAL DIVISION
Case No. 1893/2024
APPLICATION FOR RECOGNITION AND ENFORCEMENT OF FOREIGN ARBITRAL AWARD
Pursuant to UAE Federal Law No. 6 of 2018 on Arbitration and the Convention on the Recognition and Enforcement of Foreign Arbitral Awards (New York, 1958)
Date of Filing: 22 August 2024
APPLICANT (Award Creditor):
Thalassa Shipping & Logistics SA, a Société Anonyme organized under the laws of the Hellenic Republic (Greece), having its registered and principal offices at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece; Greek Tax Identification Number (AFM): EL-801456729
Represented by:
Al-Rashid Hatem & Associates Managing Partner: Tariq Al-Rashid Partner, Dispute Resolution: Leila Hatem Office 1802, Emirates Financial Towers (South Tower), DIFC, Dubai, United Arab Emirates
Acting on instructions from:
Calderwood & Harkness LLP (Lead Enforcement Counsel) Responsible Partner: Samuel Eklund Lead Associate: Hannah Brinkley 45 Moorgate, London EC2R 6AR, United Kingdom
v.
RESPONDENT (Award Debtor):
Korinthian Maritime Holdings Ltd., a private limited company incorporated in Nicosia, Republic of Cyprus, Registration No. HE 387421, having its registered address at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus
UAE Entity: Korinthian DMCC, a DMCC free zone company, having its registered address at Unit 3407, Almas Tower, Jumeirah Lakes Towers (JLT), Dubai, United Arab Emirates
RELIEF SOUGHT:
Recognition and enforcement of LCIA Arbitration Award No. 224718, dated 28 June 2024, rendered in London, England, in the total amount of £96,450,000 (British Pounds Sterling Ninety-Six Million Four Hundred and Fifty Thousand) in damages and interest, plus costs of £12,150,000 (British Pounds Sterling Twelve Million One Hundred and Fifty Thousand), for a combined total of £108,600,000 (British Pounds Sterling One Hundred and Eight Million Six Hundred Thousand) (approximately USD $120,000,000 at the exchange rate prevailing on the date of the Award), plus post-award interest at 5.25% per annum simple from 29 June 2024 on all unpaid sums to the date of full and final payment.
SECTION 1: INTRODUCTION AND SUMMARY OF APPLICATION
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 state. The Applicant respectfully seeks an order for the recognition and enforcement within the United Arab Emirates of a final arbitral award (the "Award") rendered on 28 June 2024 by a three-member tribunal duly constituted under the Rules of the London Court of International Arbitration ("LCIA"), LCIA Case Reference No. 224718.
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 had every opportunity to present their respective cases.
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 Sterling Twelve Million One Hundred and Fifty Thousand) to be borne by the Respondent. The combined total of the Award, inclusive of costs, is therefore £108,600,000 (British Pounds Sterling One Hundred and Eight Million Six Hundred Thousand).
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 respectfully submits that, upon enforcement, the precise amount payable in the currency of enforcement should be calculated by reference to the applicable exchange rate on the date of payment, in accordance with standard practice.
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 any proposal for payment nor indicated any intention to satisfy the Award voluntarily.
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 office located at Al Maryah Island, Abu Dhabi, UAE. These accounts and receivables represent assets within the jurisdiction of this Court against which the Award may properly be enforced.
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 DMCC's accounts and receivables at Emirates Gulf Commercial Bank PJSC is filed contemporaneously with this enforcement application. The Applicant respectfully urges this Honourable Court to consider the precautionary attachment application on an urgent basis.
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, TSL reported annual revenues of approximately €620 million.
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 application;
(c) Captain Dimitrios Kouretas — Head of Chartering and Operations, responsible for the negotiation and management of time charter-party agreements, including the three charter-parties at issue in the underlying arbitration; and
(d) Ioanna Christodoulou — General Counsel, responsible for managing TSL's legal affairs, including the oversight of the arbitration proceedings and the multi-jurisdictional enforcement campaign.
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 been identified in part through the arbitration proceedings and the parallel enforcement actions.
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 the KMH fleet.
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 the arbitration, which has significantly reduced the identifiable assets available for enforcement.
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 port agency and operational expenses in respect of vessels trading in the Gulf.
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 commercially obtained information and are supported by the evidence annexed as Exhibit 11.
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 entity is a subsidiary of KMH and serves as the registered owner of M/V Crimson Horizon (IMO No. 9801334), one of the three vessels the subject of the charter-party disputes that gave rise to the Award. Enforcement proceedings have been commenced against this entity in Singapore (see Section 12 below).
(b) Dnepr Shipholding Inc. — a company incorporated in the British Virgin Islands, bearing Company No. 2014876, with its registered agent at Vantage Corporate Services Ltd., Road Town, Tortola, BVI. This entity is a single-purpose vehicle subsidiary of KMH and serves as the registered owner of both M/V Aegean Fortuna (IMO No. 9784521) and M/V Volga Spirit (IMO No. 9756892), two of the three vessels the subject of the charter-party disputes. Notably, M/V Volga Spirit was last reported at Fujairah anchorage in UAE waters, providing a further connection between the Respondent's assets and this jurisdiction.
(c) Oceangate Ventures Ltd. — a company incorporated in the Republic of Cyprus, bearing Registration No. HE 401293, having its registered address at 28 Themistokli Dervi Avenue, Suite 604, Nicosia 1066, Cyprus. This entity serves as an intermediate holding company within the KMH group structure and holds interests in several of the single-purpose vehicle subsidiaries that own vessels in the KMH fleet. A freezing injunction has been granted over shares in this entity by the Nicosia District Court (see Section 12 below).
SECTION 3: JURISDICTION AND LEGAL BASIS FOR ENFORCEMENT
3.1 UAE Arbitration Law — Federal Law No. 6 of 2018
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 specified grounds, which mirror those set out in Article V of the New York Convention.
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 competent court for the purposes of this enforcement application.
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 enforcement is sought, the applicant must supply a translation certified by an official or sworn translator or by a diplomatic or consular agent. The Applicant has satisfied all of these requirements, as set out in Section 8 below.
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 subsidiary), was last reported at Fujairah anchorage in UAE waters as recently as mid-August 2024. This provides a further and direct connection between the Respondent's operations and assets and the jurisdiction of this Honourable Court.
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 Republic of the marshall Islands, and owned by Dnepr Shipholding Inc. (a BVI-incorporated single-purpose vehicle within the KMH group). The time charter-party for M/V Aegean Fortuna was signed on 15 March 2019. A certified copy of this charter-party, including the LCIA arbitration clause contained therein, is annexed to this application as Exhibit 3*.
(b) M/V *Crimson Horizon — a Handymax Bulk Carrier, 37,500 DWT, bearing IMO No. 9801334, flagged in the Republic of Liberia, and owned by Korinthian Bulkers (Singapore) Pte. Ltd. (a Singapore-incorporated subsidiary within the KMH group). The time charter-party for M/V Crimson Horizon was signed on 22 January 2020. A certified copy of this charter-party, including the LCIA arbitration clause contained therein, is annexed to this application as Exhibit 4*.
(c) M/V *Volga Spirit — a Panamax Bulk Carrier, 76,400 DWT, bearing IMO No. 9756892, flagged in the Republic of Cyprus, and owned by Dnepr Shipholding Inc. The time charter-party for M/V Volga Spirit was signed on 10 June 2021. A certified copy of this charter-party, including the LCIA arbitration clause contained therein, is annexed to this application as Exhibit 5*.
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 the redelivery terms, were negotiated at arm's length between the parties' respective chartering departments and reflected prevailing market conditions at the time of each fixture.
4.2 KMH's Breaches
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 charterers. The Tribunal characterised KMH's conduct as a "cynical and calculated repudiation of its contractual obligations, driven by a desire to profit from rising market rates at the expense of TSL" (Award, paragraph 312).
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 redelivery constituted a repudiatory breach of the charter-party. KMH's purported justifications for the early redelivery — principally, alleged performance deficiencies of the vessel — were found by the Tribunal to be pretextual and unsupported by the evidence. The Tribunal awarded damages of £42,300,000 in respect of this head of claim, reflecting the difference between the charter-party hire rate and the hire rate at which TSL was able to mitigate by re-chartering the vessel on the open market for the remainder of the original charter period, together with consequential losses arising from the disruption to TSL's logistics operations.
(b) M/V *Crimson Horizon* — Failure to Pay Hire: KMH ceased making hire payments under the charter-party for M/V Crimson Horizon from 1 July 2022 onwards. Despite repeated demands for payment by TSL, arrears of £4,280,000 accrued before TSL, acting within its contractual rights, exercised its right to withdraw the vessel from KMH's service on 15 September 2022, pursuant to the anti-technicality clause and withdrawal provisions of the charter-party. The Tribunal found that KMH's failure to pay hire was deliberate and constituted a repudiatory breach. The Tribunal awarded outstanding hire and damages of £28,150,000 in respect of this head of claim, comprising the accrued hire arrears, the balance of hire that would have been payable for the remainder of the charter period (net of mitigation), and consequential losses.
(c) M/V *Volga Spirit* — Fabricated Off-Hire Deductions: KMH made purported off-hire deductions from its hire payments under the charter-party for M/V Volga Spirit totalling approximately £2,740,000. The Tribunal conducted a detailed examination of the factual basis for each deduction and found that all of the deductions were fabricated and without any legitimate basis. The Tribunal found that the alleged off-hire events — which KMH attributed to supposed engine breakdowns, weather delays, and port congestion — either did not occur at all, or occurred in circumstances that did not give rise to an off-hire entitlement under the terms of the charter-party. The Tribunal awarded restitution of the full amount of the fabricated deductions, being £2,740,000.
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 annum simple from the respective dates of breach to the date of the Award.
SECTION 5: THE LCIA ARBITRATION
5.1 Commencement and Constitution of the Tribunal
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 international arbitrator with particular expertise in shipping, commodities, and international trade disputes.
(b) Professor Athena Drakopoulos — Co-Arbitrator, nominated by the Claimant (TSL). Professor Drakopoulos is a professor of maritime law at the University of Athens and an experienced international arbitrator, with over twenty-five years of practice in maritime arbitration.
(c) Dr. Henrik Dalmqvist — Co-Arbitrator, nominated by the Respondent (KMH). Dr. Dalmqvist is a partner at Dalmqvist & Partners, Stockholm, Sweden, and an experienced international arbitrator specialising in shipping, energy, and commercial disputes.
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, disclosure, witness statements, and expert reports.
(b) TSL filed its Statement of Claim on 28 April 2023, setting out in detail the facts, legal arguments, and quantum of its claims under each of the three charter-parties.
(c) KMH filed its Statement of Defence and Counterclaim on 14 July 2023, in which it denied liability under all three charter-parties and advanced a counterclaim for alleged losses arising from TSL's purported failure to maintain the vessels in good working order. The counterclaim was ultimately dismissed by the Tribunal in its entirety.
(d) TSL filed its Reply and Defence to Counterclaim on 1 September 2023.
(e) Both parties exchanged documentary evidence, witness statements, and expert reports in accordance with the procedural timetable established by the Tribunal.
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). KMH was represented by Harkness Whitford & Co. (SRA No. 614823), 12 Fetter Lane, London EC4A 1JP, United Kingdom, led by Mr. Richard Harkness (Senior Partner), Ms. Catherine Whitford (Partner), and Mr. James Thornbury (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, the validity of the arbitration agreement, the composition of the Tribunal, or the fairness of the arbitral procedure.
5.3 The Final Award
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 Charter Party and any dispute arising out of or in connection with this Charter Party (including any question regarding its existence, validity, interpretation, performance, breach, or termination) shall be governed by and construed in accordance with the laws of England and Wales.
44.2 Any dispute arising out of or in connection with this Charter Party (including any question regarding its existence, validity, interpretation, performance, breach, or termination) shall be referred to and finally resolved by arbitration under the LCIA Arbitration Rules, which Rules are deemed to be incorporated by reference into this clause.
44.3 The number of arbitrators shall be three (3).
44.4 The seat, or legal place, of arbitration shall be London, England.
44.5 The language to be used in the arbitral proceedings shall be English."
61. The arbitration clauses in the M/V Crimson Horizon charter-party (Clause 44) and the M/V Volga Spirit charter-party (Clause 42) are materially identical to the clause quoted above, differing only in the clause numbering.
62. The arbitration agreement satisfies the requirements of Article II of the New York Convention, which requires that the agreement be "in writing." Each charter-party was executed in writing by authorized representatives of both TSL and KMH, and the arbitration clause is clearly set out in the body of each charter-party.
63. Certified copies of the relevant charter-party clauses (including the complete charter-parties) are annexed to this application as Exhibits 3, 4, and 5, each accompanied by a certified Arabic translation.
SECTION 7: FAILURE TO SATISFY THE AWARD AND NEED FOR ENFORCEMENT
64. The Award was rendered on 28 June 2024. In accordance with standard practice and the Tribunal's directions, a copy of the Award was transmitted to the parties by the LCIA Secretariat on the same date.
65. On 8 July 2024, Calderwood & Harkness LLP, acting on behalf of TSL, issued a formal demand for payment of the full amount of the Award (£108,600,000, inclusive of damages, pre-award interest, and costs) to Harkness Whitford & Co., acting on behalf of KMH. The demand required payment within fourteen (14) days, being by no later than 22 July 2024. A copy of the demand letter, together with a certified Arabic translation thereof, is annexed as Exhibit 10.
66. KMH has wholly failed to satisfy the Award. No payment whatsoever has been received by TSL or its legal representatives in respect of the Award. KMH has not responded to the demand letter with any proposal for payment, any timetable for satisfaction of the Award, or any acknowledgment of its obligation to pay. The Award remains wholly unsatisfied.
67. Post-award interest continues to accrue at the rate of 5.25% per annum simple on the unpaid sum of £96,450,000 from 29 June 2024 to the date of full and final payment. As of the date of this application, the post-award interest that has accrued is approximately £756,041, and this figure increases by approximately £13,876 per day.
68. In light of KMH's failure to satisfy the Award voluntarily, the Applicant has been compelled to pursue enforcement in multiple jurisdictions simultaneously in order to protect its rights and maximize the prospect of recovery. Enforcement proceedings have been commenced in the following jurisdictions:
(a) England and Wales: Application to enforce the Award as a judgment of the Commercial Court under Section 66 of the Arbitration Act 1996, filed 15 July 2024 (Claim No. CL-2024-000487). Permission to enforce the Award was granted on 2 August 2024 by Mr. Justice Ashworth. A worldwide freezing order restraining KMH from disposing of its assets worldwide up to £108,600,000 was granted by Mr. Justice Ashworth on 16 July 2024.
(b) Cyprus: Application for recognition and enforcement under the New York Convention and the Cyprus International Commercial Arbitration Law (Cap. 4), filed 9 August 2024 in the Nicosia District Court (Case No. 2247/2024). A freezing injunction was granted on 12 August 2024 over the shares of Oceangate Ventures Ltd. and KMH's bank accounts in Cyprus.
(c) Singapore: Application to enforce the Award under the International Arbitration Act (Cap. 143A), filed 14 August 2024 in the Singapore High Court (OS No. 872/2024). M/V Crimson Horizon was arrested in Singapore waters on 20 August 2024 pursuant to an admiralty in rem action.
(d) United Arab Emirates: This present application.
69. The need for multi-jurisdictional enforcement arises from the Respondent's deliberate and systematic conduct in dissipating assets and restructuring its corporate affairs with a view to frustrating the enforcement of the Award. Evidence obtained in the parallel proceedings indicates that, since the commencement of the arbitration, KMH has transferred vessel ownership interests between group entities, redirected charter hire receivables to entities outside the reach of TSL's enforcement efforts, and moved significant funds out of accounts that were previously used for operational purposes. This pattern of asset dissipation underscores the urgency of the present application and the companion precautionary attachment application.
SECTION 8: DOCUMENTS SUBMITTED IN SUPPORT OF THE APPLICATION
70. In compliance with Article IV of the New York Convention and the requirements of UAE Federal Law No. 6 of 2018, the Applicant submits the following documents in support of this application for recognition and enforcement:
8.1 Certified Copy of the LCIA Award
71. A duly authenticated and certified copy of the Final Award dated 28 June 2024, LCIA Case Reference No. 224718, is annexed as Exhibit 1. The copy has been certified by the LCIA Secretariat and bears the official seal of the LCIA.
72. Accompanying the Award is a certificate from the LCIA Registrar confirming the authenticity of the Award and that it was rendered in accordance with the LCIA Arbitration Rules, annexed as Exhibit 2.
8.2 Certified Copy of the Arbitration Agreement
73. Certified copies of the LCIA arbitration clauses contained in each of the three charter-party agreements are annexed as follows:
(a) Exhibit 3: Certified copy of the charter-party for M/V Aegean Fortuna dated 15 March 2019, including the LCIA arbitration clause at Clause 44;
(b) Exhibit 4: Certified copy of the charter-party for M/V Crimson Horizon dated 22 January 2020, including the LCIA arbitration clause at Clause 44; and
(c) Exhibit 5: Certified copy of the charter-party for M/V Volga Spirit dated 10 June 2021, including the LCIA arbitration clause at Clause 42.
8.3 Certified Arabic Translations
74. In compliance with UAE procedural requirements and Article IV(2) of the New York Convention, certified Arabic translations of the Award and the arbitration agreement (charter-party clauses) have been prepared by a sworn translator accredited by the relevant authorities. The translations have been legalized through the Foreign, Commonwealth & Development Office of the United Kingdom (by way of apostille) and the Embassy of the United Arab Emirates in London.
75. The certified Arabic translations accompany each of the exhibits to which they relate and are bound together with the English originals for ease of reference.
8.4 Supplementary Documentation
76. In addition to the core documents required by Article IV of the New York Convention, the Applicant submits the following supplementary documentation in support of this application:
(a) Exhibit 6: Certificate of incorporation and good standing of Thalassa Shipping & Logistics SA, issued by the competent authorities in Greece, together with a certified Arabic translation thereof. This document confirms the legal existence and good standing of the Applicant.
(b) Exhibit 7: Notarized and legalized power of attorney from TSL to Al-Rashid Hatem & Associates, authorizing Al-Rashid Hatem & Associates to represent TSL in these proceedings and to take all steps necessary for the recognition and enforcement of the Award in the United Arab Emirates. The power of attorney has been duly notarized and legalized through the appropriate channels, including the Foreign, Commonwealth & Development Office of the United Kingdom and the Embassy of the United Arab Emirates in London.
(c) Exhibit 8: Extract from the Cyprus Registrar of Companies confirming the registration and details of Korinthian Maritime Holdings Ltd. (Registration No. HE 387421), together with a certified Arabic translation thereof. This document confirms the legal identity and registered details of the Respondent.
(d) Exhibit 9: Extract from the DMCC registry confirming the registration and details of Korinthian DMCC, together with a certified Arabic translation thereof. This document confirms the existence and registration of the Respondent's UAE subsidiary within the jurisdiction of this Honourable Court.
(e) Exhibit 10: Copy of the demand for payment sent by Calderwood & Harkness LLP to Harkness Whitford & Co. on 8 July 2024, together with a certified Arabic translation thereof. This document evidences the Applicant's demand for voluntary satisfaction of the Award and the Respondent's failure to comply.
(f) Exhibit 11: Evidence of KMH's connection to the UAE through Korinthian DMCC, including commercially obtained information regarding Korinthian DMCC's bank accounts at Emirates Gulf Commercial Bank PJSC (Gate Village 3, DIFC, Dubai, UAE). This evidence establishes the presence of enforceable assets within the jurisdiction of this Honourable Court.
(g) Exhibit 12: Sealed copy of the Worldwide Freezing Order granted by Mr. Justice Ashworth of the Commercial Court of England and Wales on 16 July 2024 in Claim No. CL-2024-000487, together with a certified Arabic translation thereof. This document evidences the steps that have been taken to preserve the Respondent's assets pending enforcement and the English Commercial Court's finding that there is a real risk of asset dissipation by the Respondent.
(h) Exhibit 13: Order of Mr. Justice Ashworth dated 11 October 2024 dismissing KMH's application to set aside the Award under Sections 68 and 69 of the Arbitration Act 1996, together with a certified Arabic translation thereof. This document confirms that the Award has survived challenge at the seat of arbitration and is not subject to further appeal or recourse. Note: This Exhibit will be filed as a supplementary exhibit when the certified Arabic translation is available. The Applicant will notify the Court upon filing.
SECTION 9: ABSENCE OF GROUNDS FOR REFUSAL UNDER ARTICLE V OF THE NEW YORK CONVENTION
77. The Applicant submits that none of the grounds for refusal of recognition and enforcement enumerated in Article V of the New York Convention are present in this case. The Applicant addresses each ground in turn below.
9.1 Article V(1)(a) — Validity of Arbitration Agreement and Capacity of Parties
78. Article V(1)(a) provides that recognition and enforcement of an award may be refused if the parties to the arbitration agreement were, under the law applicable to them, under some incapacity, or 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.
79. This ground is not present. The arbitration agreement is contained in the LCIA arbitration clauses of the three charter-party agreements, all of which are governed by English law. The arbitration agreement is valid under English law, as confirmed by the Tribunal in the Award and by the fact that the Tribunal exercised jurisdiction over the dispute without challenge. The arbitration agreement is also valid under the law of the seat of arbitration (English law), as the seat of arbitration was London, England.
80. Both parties had full legal capacity to enter into the charter-party agreements and the arbitration agreement contained therein. TSL is a validly incorporated Société Anonyme under Greek law, and KMH is a validly incorporated private limited company under Cypriot law. Neither party was under any incapacity.
81. Importantly, KMH participated fully in the arbitration proceedings without raising any objection to the validity of the arbitration agreement at any stage. KMH nominated its co-arbitrator, filed written submissions, participated in the evidentiary hearing, and engaged in every phase of the arbitral process. By doing so, KMH implicitly and explicitly affirmed the validity of the arbitration agreement.
9.2 Article V(1)(b) — Proper Notice and Opportunity to Present Case
82. 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.
83. This ground is not present. KMH was given proper notice of all aspects of the arbitration proceedings, including:
(a) The Request for Arbitration filed by TSL on 14 November 2022, which was served on KMH through its registered address and its solicitors;
(b) The appointment of all three members of the Tribunal, including the co-arbitrators nominated by each party and the Presiding Arbitrator appointed by the LCIA Court;
(c) All procedural orders, timetable directions, and correspondence issued by the Tribunal and the LCIA Secretariat;
(d) The evidentiary hearing held from 11 September 2023 to 22 September 2023, at which KMH was represented by Harkness Whitford & Co. and participated fully.
84. KMH was afforded every opportunity to present its case throughout the arbitration proceedings. KMH filed a comprehensive Statement of Defence and Counterclaim, exchanged documentary evidence and witness statements, called factual witnesses who gave evidence and were cross-examined, adduced expert evidence, and filed post-hearing submissions. KMH was at all times represented by experienced English solicitors (Harkness Whitford & Co.) and counsel.
85. There is no basis whatsoever for any suggestion that KMH was denied proper notice or an opportunity to present its case.
9.3 Article V(1)(c) — Award Deals with Matters within the Scope of the Arbitration Agreement
86. 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 contains decisions on matters beyond the scope of the submission to arbitration.
87. This ground is not present. The Award deals exclusively with disputes arising under the three charter-party agreements between TSL and KMH, all of which contain LCIA arbitration clauses providing for the arbitration of "any dispute arising out of or in connection with this Charter Party (including any question regarding its existence, validity, interpretation, performance, breach, or termination)." The claims advanced by TSL — for damages for wrongful early redelivery, outstanding hire, fabricated off-hire deductions, loss of profit, and interest — all arise directly out of or in connection with the three charter-parties and are squarely within the scope of the arbitration agreement.
88. Similarly, KMH's counterclaim, which was dismissed by the Tribunal, also fell within the scope of the arbitration agreement. There is no basis for any argument that the Award addresses matters outside the scope of the submission to arbitration.
9.4 Article V(1)(d) — Composition of the Tribunal and Arbitral Procedure
89. 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.
90. This ground is not present. The Tribunal was constituted in strict accordance with the LCIA Arbitration Rules, which were the rules agreed upon by the parties in the arbitration clauses of the charter-parties. The Tribunal comprised three arbitrators, as required by the arbitration agreement: a Presiding Arbitrator appointed by the LCIA Court and two co-arbitrators nominated by the respective parties.
91. KMH nominated its co-arbitrator, Dr. Henrik Dalmqvist, without reservation and without any challenge to the constitution or composition of the Tribunal. No challenge was raised to any member of the Tribunal under the LCIA Rules or otherwise.
92. The arbitral procedure was conducted in accordance with the LCIA Arbitration Rules and the agreement of the parties, as reflected in the procedural orders issued by the Tribunal. The seat of arbitration was London (as agreed), the language was English (as agreed), and the procedure followed the standard practice for LCIA arbitrations of this nature. At no stage did KMH raise any objection to the arbitral procedure.
9.5 Article V(1)(e) — Finality of the Award
93. 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.
94. This ground is not present. The Award is final and binding on the parties. Under the LCIA Arbitration Rules, an award is final and not subject to any appeal or review by the LCIA or any other body, except as provided by the applicable law of the seat of arbitration.
95. KMH did file an application to set aside the Award before the courts of England and Wales (the seat of arbitration) under Sections 68 and 69 of the Arbitration Act 1996. That application was filed on 19 August 2024. The application under Section 68 sought to challenge the Award on the ground of serious irregularity, and the application under Section 69 sought permission to appeal on a point of law.
96. The Applicant is pleased to inform this Honourable Court that KMH's set-aside application was dismissed in its entirety by Mr. Justice Ashworth of the Commercial Court on 11 October 2024. The Court found that there was no serious irregularity affecting the Tribunal or the proceedings, and declined to grant permission to appeal on a point of law, holding that the Tribunal's findings of fact and law were well-reasoned and disclosed no error of law capable of satisfying the threshold for leave to appeal under Section 69(3) of the Arbitration Act 1996.
97. The Award has therefore survived challenge at the seat and is not subject to any further appeal or recourse. It is final and binding on the parties in every sense. The order of Mr. Justice Ashworth dismissing KMH's set-aside application, together with a certified Arabic translation thereof, will be filed as a supplementary Exhibit 13 when the translation is available.
9.6 Article V(2)(a) — Arbitrability
98. 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.
99. This ground is not present. The subject matter of the dispute — being claims for damages arising from breaches of commercial charter-party agreements — is unquestionably capable of settlement by arbitration under both English law (the governing law and the law of the seat) and UAE law. Commercial disputes, including those arising from international shipping contracts, are freely arbitrable under UAE law, and there is no provision of UAE law that would render the subject matter of this dispute non-arbitrable.
9.7 Article V(2)(b) — Public Policy
100. 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.
101. This ground is not present. The recognition and enforcement of the Award would not be contrary to the public policy of the United Arab Emirates. The Award was rendered following a fair, transparent, and regular arbitral process, conducted under internationally recognized arbitration rules (the LCIA Rules), before a tribunal of distinguished international arbitrators, at a seat that is one of the world's leading arbitral jurisdictions (London, England). Both parties were afforded full and equal opportunity to present their cases, and the Tribunal's findings are well-reasoned and supported by the evidence.
102. The underlying dispute concerns ordinary commercial claims arising from breaches of international shipping contracts. There is nothing in the subject matter of the dispute, the conduct of the proceedings, or the substance of the Award that could give rise to any public policy concern. To the contrary, the enforcement of the Award would be consistent with the UAE's well-established policy of supporting international arbitration and honouring its obligations under the New York Convention.
103. The UAE Court of Cassation has consistently held that the public policy exception under the New York Convention is to be construed narrowly and applied only where enforcement would violate the fundamental principles of justice, morality, or the essential legal or economic interests of the state. No such violation arises in this case.