IN THE HIGH COURT OF JUSTICE BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES COMMERCIAL COURT (QBD)
Claim No. CL-2024-000487
16 July 2024
Before The Honourable Mr. Justice Ashworth sitting in private
WORLDWIDE FREEZING ORDER
BETWEEN:
THALASSA SHIPPING & LOGISTICS SA (a Société Anonyme organized under the laws of the Hellenic Republic, registered at 14 Akti Miaouli, Piraeus 185 35, Greece; Tax Identification Number (AFM): EL-801456729)
Claimant
— and —
KORINTHIAN MARITIME HOLDINGS LTD. (a private limited company incorporated under the laws of the Republic of Cyprus, Registration No. HE 387421, with its registered office at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus)
Respondent
Name(s) of Claimant's Solicitors: Calderwood & Harkness LLP, 45 Moorgate, London EC2R 6AR, United Kingdom (Reference: Samuel Eklund / Hannah Brinkley)
Name(s) of Respondent's Solicitors: Harkness Whitford & Co., 12 Fetter Lane, London EC4A 1JP, United Kingdom (SRA No. 614823)
PENAL NOTICE
TO THE RESPONDENT, KORINTHIAN MARITIME HOLDINGS LTD., AND TO:
(1) ANDREI VOLKOV (Ultimate Beneficial Owner and de facto director of the Respondent);
(2) SERGEI VOLKOV (Director of the Respondent);
(3) MARINA KAZAKOVA (Chief Financial Officer of the Respondent);
(4) ALEXEI DEMIDOV (Director of Fleet Operations of the Respondent); and
(5) ANY OTHER DIRECTOR, OFFICER, OR AGENT OF THE RESPONDENT.
IF YOU, THE RESPONDENT, OR ANY OF THE ABOVE-NAMED INDIVIDUALS, OR ANY DIRECTOR, OFFICER, OR AGENT OF THE RESPONDENT, DISOBEY THIS ORDER YOU MAY BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE IMPRISONED, FINED, OR HAVE YOUR ASSETS SEIZED.
ANY OTHER PERSON WHO KNOWS OF THIS ORDER AND DOES ANYTHING WHICH HELPS OR PERMITS THE RESPONDENT TO BREACH THE TERMS OF THIS ORDER MAY ALSO BE HELD TO BE IN CONTEMPT OF COURT AND MAY BE IMPRISONED, FINED, OR HAVE THEIR ASSETS SEIZED.
YOU SHOULD READ THIS ORDER CAREFULLY AND ARE ADVISED TO CONSULT A SOLICITOR AS SOON AS POSSIBLE. YOU HAVE A RIGHT TO ASK THE COURT TO VARY OR DISCHARGE THIS ORDER.
RECITALS
Recital 1 — Application
1. This Order was made at a hearing conducted without notice to the Respondent on 16 July 2024. The hearing was held in private in accordance with CPR Part 25 and the practice of the Commercial Court in relation to applications for freezing relief where prior notice to the respondent would risk defeating the purpose of the order sought.
2. The Claimant applied by Application Notice dated 15 July 2024, issued under Claim No. CL-2024-000487. The application was supported by the Witness Statement of Nikolaos Papadimitriou, Chairman and Chief Executive Officer of Thalassa Shipping & Logistics SA, dated 15 July 2024, together with exhibits NP1 through NP47 thereto. The exhibits included, among other things, certified copies of the LCIA Award, the underlying charter-party agreements, correspondence between the parties, corporate registry extracts, vessel registry documentation, financial records, and the preliminary forensic asset tracing report of Hartwell Pemberton LLP dated 12 July 2024.
3. The application for the Worldwide Freezing Order was made in conjunction with the Claimant's application for permission to enforce LCIA Award No. 224718, dated 28 June 2024, as a judgment of the High Court pursuant to section 66 of the Arbitration Act 1996. The Claimant seeks permission to enforce the Award in the same amount as the Award, namely £108,600,000 inclusive of the costs allocation, together with post-award interest continuing to accrue thereon.
4. The Court heard submissions from Mr. Jonathan Cavendish QC and Ms. Priya Nair of counsel, instructed by Calderwood & Harkness LLP, on behalf of the Claimant, and was satisfied that the requirements for the grant of a worldwide freezing order were met.
Recital 2 — The Undertaking to the Respondent
5. The Claimant gives to the Court the undertakings set out in Schedule B to this Order. In particular, and without limitation, the Claimant gives a cross-undertaking in damages in the terms set out at Undertaking (1) of Schedule B.
Recital 3 — The Underlying Claim
6. The Claimant has obtained a Final Award dated 28 June 2024 from an LCIA Tribunal constituted under the LCIA Arbitration Rules (2020) in LCIA Case Reference No. 224718 (the "Award"). The seat of the arbitration was London, England, and the arbitration was governed by the Arbitration Act 1996.
7. The Tribunal was constituted on 8 February 2023 and comprised the following members:
(a) Sir Malcolm Fenton-Clarke (Presiding Arbitrator);
(b) Professor Athena Drakopoulos (Co-Arbitrator, nominated by the Claimant); and
(c) Dr. Henrik Dalmqvist (Co-Arbitrator, nominated by the Respondent),
with Ms. Fiona Beckett serving as Tribunal Secretary throughout the proceedings.
8. The Award was made following a 10-day evidentiary hearing held at the International Dispute Resolution Centre ("IDRC"), 70 Fleet Street, London EC4Y 1EU, from 11 September 2023 to 22 September 2023 (inclusive of weekends). During the evidentiary hearing, the Tribunal heard testimony from a total of 14 witnesses of fact and 6 expert witnesses, and received extensive documentary evidence and written submissions from both parties.
9. The Award arises from the Respondent's repudiatory breaches of three time charter-party agreements entered into between the Claimant (as disponent owner) and the Respondent (as charterer) for the charter of the following vessels:
(a) M/V Aegean Fortuna (IMO 9784521), a Supramax Bulk Carrier of 58,200 DWT, registered under the flag of the Republic of the marshall Islands, owned by the special purpose vehicle Dnepr Shipholding Inc. (BVI Company No. 2014876);
(b) M/V Crimson Horizon (IMO 9801334), a Handymax Bulk Carrier of 37,500 DWT, registered under the flag of the Republic of Liberia, owned by the special purpose vehicle Korinthian Bulkers (Singapore) Pte. Ltd.; and
(c) M/V Volga Spirit (IMO 9756892), a Panamax Bulk Carrier of 76,400 DWT, registered under the flag of the Republic of Cyprus, owned by the special purpose vehicle Dnepr Shipholding Inc. (BVI Company No. 2014876).
10. The Respondent's breaches included wrongful early redelivery of the vessels in contravention of the contractual charter periods, systematic failure to pay hire as and when due, and the fabrication of off-hire deductions based on false claims of mechanical deficiency and port delay which the Tribunal found, on the evidence, to have been invented by the Respondent to reduce its hire obligations.
11. The Award comprises the following sums:
(a) Damages for wrongful early redelivery of M/V Aegean Fortuna: £42,300,000;
(b) Outstanding hire and damages for breach of charter-party in respect of M/V Crimson Horizon: £28,150,000;
(c) Restitution of fabricated off-hire deductions wrongfully withheld in respect of M/V Volga Spirit: £2,740,000;
(d) Loss of profit and market differential damages across all three charter-parties: £16,480,000; and
(e) Pre-award interest at the rate of 5.25% per annum simple, calculated from the respective dates of breach to the date of the Award: £6,780,000,
totalling £96,450,000 in respect of the substantive claims and interest.
12. The Tribunal further ordered that the costs of the arbitration be allocated 85% to the Respondent and 15% to the Claimant. The costs payable by the Respondent accordingly comprise:
(a) LCIA administrative costs and Tribunal fees: £3,240,000; and
(b) The Claimant's legal costs and disbursements: £8,910,000,
totalling £12,150,000 in costs.
13. The total amount of the Award, inclusive of substantive sums and costs, is therefore £108,600,000.
14. Post-award interest accrues at the rate of 5.25% per annum simple on all unpaid sums from 29 June 2024 (being the day following the date of the Award) until the date of payment. As at the date of this Order, the post-award interest accruing daily is approximately £13,873.97 per day.
15. The USD equivalent of the Award is approximately USD $120,000,000, calculated at the prevailing exchange rate of £1 = USD $1.2441 as of 28 June 2024 (the date of the Award), as published by the Bank of England.
Recital 4 — Risk of Dissipation
16. The Court is satisfied, on the basis of the evidence contained in the Witness Statement of Nikolaos Papadimitriou dated 15 July 2024, and in particular the preliminary asset tracing findings contained in the report of Hartwell Pemberton LLP (forensic accountants, of 25 Old Broad Street, London EC2N 1HN; Rebecca Saunders, Partner; Mark Huxley, Director), exhibited thereto at NP42, that there is a real risk that the Respondent will dissipate or otherwise deal with its assets so as to frustrate the enforcement of the Award and any judgment entered thereon.
17. In reaching this conclusion, the Court has had regard to the following matters in particular:
(a) The Respondent has dispersed its assets internationally through a complex corporate structure involving multiple subsidiary companies, special purpose vehicles, and nominee arrangements across several jurisdictions, including but not limited to:
(i) Korinthian Bulkers (Singapore) Pte. Ltd., a company incorporated in Singapore with its registered office at 80 Robinson Road, #14-02, Singapore 068898;
(ii) Dnepr Shipholding Inc., a company incorporated in the British Virgin Islands, BVI Company No. 2014876, c/o Vantage Corporate Services Ltd., Road Town, Tortola, British Virgin Islands;
(iii) Korinthian DMCC, a company established in the Dubai Multi Commodities Centre, with its registered address at Unit 3407, Almas Tower, Jumeirah Lakes Towers, Dubai, United Arab Emirates; and
(iv) Oceangate Ventures Ltd., a company incorporated in the Republic of Cyprus, Registration No. HE 401293, with its registered office at 28 Themistokli Dervi Avenue, Suite 604, Nicosia 1066, Cyprus.
(b) The Respondent is beneficially owned and controlled by members of the Volkov family, and in particular by Andrei Volkov (the ultimate beneficial owner), through a series of BVI and Cypriot holding structures designed to obscure the true ownership and control of the Respondent's assets.
(c) The evidence before the Court, including banking records obtained through Norwich Pharmacal relief and the preliminary findings of Hartwell Pemberton LLP, demonstrates a pattern of post-award asset transfers and corporate restructuring activity that commenced shortly after the Award was rendered on 28 June 2024 and which appears to have been designed to frustrate the collection of the sums due under the Award. In particular:
(i) On or about 3 July 2024, the sum of approximately £14,500,000 was transferred from the Respondent's account at Meridian Trust Bank Ltd. to an account in the name of Korinthian DMCC at Emirates Gulf Commercial Bank PJSC in Dubai;
(ii) On or about 5 July 2024, the registered ownership of M/V Volga Spirit was purportedly transferred from Dnepr Shipholding Inc. to a newly incorporated Panamanian entity, Caspian Fleet Holdings S.A., for stated consideration of USD $1.00;
(iii) On or about 8 July 2024, a resolution was passed by the board of Oceangate Ventures Ltd. to declare and pay an extraordinary dividend of approximately €18,000,000 to its sole shareholder, a BVI entity believed to be controlled by Andrei Volkov; and
(iv) The Respondent has failed to respond to correspondence from the Claimant's solicitors dated 1 July 2024 and 9 July 2024 seeking confirmation of the Respondent's intention to satisfy the Award.
(d) The Tribunal itself noted in the Award, at paragraphs 412 to 418 thereof, that the Respondent had demonstrated a pattern of dishonest and evasive conduct during the arbitration proceedings, including the fabrication of off-hire documentation and the giving of false testimony by officers of the Respondent.
Recital 5 — Return Date
18. There will be a return date hearing on 30 July 2024 at which the Respondent, or any other person affected by this Order, may apply to vary or discharge this Order. The Respondent is not required to wait until the return date to make any application to vary or discharge this Order. The Respondent has the right to apply to the Court at any time on notice to the Claimant's solicitors.
IT IS ORDERED THAT:
Section 1: Freezing Order — Prohibition on Disposal
Paragraph 1 — Scope of the Freeze
1. The Respondent must not:
(a) remove from England and Wales any of its assets which are in England and Wales up to the value of £108,600,000 (one hundred and eight million six hundred thousand pounds sterling) (hereinafter referred to as "the Maximum Sum"); or
(b) in any way dispose of, deal with, or diminish the value of any of its assets whether they are in or outside England and Wales up to the same value, being the Maximum Sum of £108,600,000.
2. This prohibition includes, but is not limited to, a prohibition on the Respondent:
(a) selling, charging, mortgaging, pledging, assigning, transferring, or otherwise encumbering any of its assets;
(b) causing or permitting any subsidiary, special purpose vehicle, nominee, agent, or any other person acting on the Respondent's behalf or at the Respondent's direction to sell, charge, mortgage, pledge, assign, transfer, or otherwise encumber any of the Respondent's assets or any assets in which the Respondent has a beneficial interest;
(c) making any gift or transfer of any of its assets at an undervalue;
(d) making or permitting any payment out of any bank account or similar account in which the Respondent has an interest, save as permitted by this Order;
(e) taking any steps to alter the corporate structure of the Respondent or any of its subsidiaries or associated entities, including but not limited to changing the registered ownership of any vessel, declaring or paying any dividends, reducing share capital, or entering into any voluntary liquidation or winding-up, save with the prior written consent of the Claimant's solicitors or the permission of the Court; and
(f) taking any steps to move, transfer, or relocate any vessel or other tangible asset to a jurisdiction in which enforcement of the Award or any judgment entered thereon would be more difficult, save in the ordinary course of the Respondent's ongoing commercial trading operations and subject always to the requirements of paragraph 5 below.
Paragraph 2 — Definition of Assets
3. For the purposes of this Order, the Respondent's "assets" include, but are not limited to:
(a) money standing to the credit of any bank account, whether current, deposit, savings, or of any other type, held at any bank or financial institution anywhere in the world, including but not limited to any account held at Meridian Trust Bank Ltd. (50 Lombard Street, London EC3V 9EA), Pinnacle Bank (Singapore) Ltd. (6 Battery Road, #20-01, Singapore 049909), and Emirates Gulf Commercial Bank PJSC (Gate Village 3, DIFC, Dubai, UAE), whether such accounts are held in the Respondent's own name, in the name of any nominee, agent, or trustee, or jointly with any other person;
(b) shares, securities, bonds, financial instruments, and interests of any kind in any company, partnership, fund, trust, or other legal entity, whether held directly or through nominees, including but not limited to shares and interests in Oceangate Ventures Ltd. (Registration No. HE 401293), Korinthian Bulkers (Singapore) Pte. Ltd., Dnepr Shipholding Inc. (BVI Company No. 2014876), Korinthian DMCC, and any other subsidiary, associated, or affiliated entity;
(c) vessels and interests in vessels, whether legal or beneficial, whether held directly or through subsidiaries, special purpose vehicles, or nominees, including but not limited to:
(i) M/V Aegean Fortuna (IMO 9784521), a Supramax Bulk Carrier of 58,200 DWT, registered under the flag of the Republic of the marshall Islands, currently listed as owned by Dnepr Shipholding Inc.;
(ii) M/V Crimson Horizon (IMO 9801334), a Handymax Bulk Carrier of 37,500 DWT, registered under the flag of the Republic of Liberia, currently listed as owned by Korinthian Bulkers (Singapore) Pte. Ltd.; and
(iii) M/V Volga Spirit (IMO 9756892), a Panamax Bulk Carrier of 76,400 DWT, registered under the flag of the Republic of Cyprus, currently listed as owned by Dnepr Shipholding Inc., notwithstanding any purported transfer of ownership occurring on or after 28 June 2024;
(d) real property and interests in real property of any kind, whether freehold, leasehold, or otherwise, in any jurisdiction;
(e) receivables, debts owed to the Respondent, contractual entitlements, charter hire receivable, freight receivable, insurance claims, and any other choses in action;
(f) motor vehicles, aircraft, jewellery, works of art, and all other tangible personal property;
(g) insurance policies, pension entitlements, and any other financial products or arrangements; and
(h) assets held by the Respondent's subsidiaries, special purpose vehicles, nominees, trustees, or agents to the extent that the Respondent is the beneficial owner thereof or has the power, directly or indirectly, to direct the disposition of such assets.
4. If the total value of the Respondent's assets in England and Wales exceeds the Maximum Sum, the Respondent may remove from England and Wales or deal with assets outside England and Wales so long as the total unencumbered value of its assets remaining in England and Wales still exceeds the Maximum Sum. If the total value of the Respondent's assets in England and Wales does not exceed the Maximum Sum, the Respondent must not remove any of those assets from England and Wales and must not deal with any of its assets whether they are in or outside England and Wales, except insofar as permitted by paragraphs 6 through 8 of this Order.
Paragraph 3 — The Maximum Sum
5. The Maximum Sum of £108,600,000 reflects the total of the substantive sums awarded by the LCIA Tribunal in the Award (£96,450,000, inclusive of pre-award interest) and the costs allocated to the Respondent by the Tribunal (£12,150,000). Post-award interest continuing to 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 payment is additional to, and not included within, the Maximum Sum. The Claimant reserves the right to apply to the Court at any time to increase the Maximum Sum to reflect the accrual of post-award interest or any other sums that may become due.
Paragraph 4 — Exception for Ordinary Living Expenses and Legal Costs
6. This Order does not prohibit the Respondent from spending a reasonable sum towards its ordinary and proper business expenses. In so far as any natural person is subject to this Order as a director, officer, or agent of the Respondent, this Order does not prohibit such person from spending a reasonable sum on ordinary living expenses. Provided always that, before incurring any such expenditure, the Respondent shall inform the Claimant's solicitors, Calderwood & Harkness LLP, of the source of the funds to be used to meet such expenditure. For the avoidance of doubt, "ordinary and proper business expenses" shall not include any extraordinary distributions, dividends, capital restructuring payments, or any payments in excess of £50,000 in the aggregate in any week without the prior written consent of the Claimant's solicitors or the permission of the Court.
7. This Order does not prohibit the Respondent from spending a reasonable sum on legal advice and representation. However, before spending any money on legal advice and representation, the Respondent must inform the Claimant's solicitors of the source of the funds to be used for that purpose and the identity and address of the legal adviser or representative to be instructed.
Paragraph 5 — Exception for Dealing in the Ordinary Course of Business
8. This Order does not prohibit the Respondent from dealing with or disposing of any of its assets in the ordinary and proper course of business, provided that:
(a) the total unencumbered value of the Respondent's assets in England and Wales and worldwide remains not less than the Maximum Sum of £108,600,000 at all times; and
(b) the Respondent shall account to the Claimant's solicitors, Calderwood & Harkness LLP, at weekly intervals for the nature and amount of all money spent and all dealings and dispositions of assets made in the ordinary course of business in the preceding week, providing supporting documentation sufficient to verify the same, with the first such account to be provided within 7 days of service of this Order.
9. For the avoidance of doubt, no dealing or disposition of assets shall be considered to have been made in the ordinary and proper course of business if it involves:
(a) the sale, transfer, or encumbrance of any vessel identified in paragraph 3(c) above or in Schedule D hereto;
(b) the transfer of any sum in excess of £250,000 in a single transaction, or £500,000 in the aggregate in any calendar week, to any entity or person outside England and Wales;
(c) any change in the corporate structure, ownership, or control of the Respondent or any of its subsidiaries or associated entities; or
(d) any transaction with a related party (including, without limitation, any entity owned or controlled, directly or indirectly, by any member of the Volkov family),
unless the Respondent has given the Claimant's solicitors not less than 5 business days' prior written notice of the proposed dealing or disposition and the Claimant's solicitors have confirmed in writing that they do not object, or the Court has given permission.
Section 2: Provision of Information / Disclosure Obligations
Paragraph 6 — Disclosure of Assets
10. The Respondent must, within 7 days after this Order is served upon it, inform the Claimant's solicitors in writing of all its assets worldwide exceeding £25,000 in value, whether in its own name or not and whether solely or jointly owned, giving the value, location, and details of all such assets. This obligation extends to all assets in which the Respondent has a legal or beneficial interest, including assets held through subsidiaries, special purpose vehicles, nominees, trustees, or agents.
Paragraph 7 — Scope of Disclosure
11. The information to be provided pursuant to paragraph 10 above shall include, without limitation, the following:
(a) The name, address, sort code, IBAN, and SWIFT/BIC code of every bank or financial institution at which the Respondent has an account (whether alone or jointly held), together with the account numbers, account types, currency denominations, and the amounts standing to the credit of each such account as at the date of service of this Order. This obligation extends to all accounts at any bank or financial institution worldwide, including but not limited to:
(i) Meridian Trust Bank Ltd., 50 Lombard Street, London EC3V 9EA;
(ii) Pinnacle Bank (Singapore) Ltd., 6 Battery Road, #20-01, Singapore 049909; and
(iii) Emirates Gulf Commercial Bank PJSC, Gate Village 3, DIFC, Dubai, UAE;
(b) Details of all vessels owned, co-owned, or beneficially controlled by the Respondent, whether directly or through subsidiaries, special purpose vehicles, or nominees, including the name, IMO number, flag state, port of registry, registered owner, classification society, year of build, type, deadweight tonnage, and estimated current market value of each such vessel, together with details of any mortgages, liens, encumbrances, or other security interests affecting each such vessel;
(c) Details of all shares and interests held by the Respondent in subsidiaries, special purpose vehicles, joint ventures, partnerships, and associated companies, including the name, jurisdiction of incorporation, registration number, registered address, nature and extent of the Respondent's interest, and estimated value of each such interest. This obligation extends to, but is not limited to, the following entities:
(i) Korinthian Bulkers (Singapore) Pte. Ltd., 80 Robinson Road, #14-02, Singapore 068898;
(ii) Dnepr Shipholding Inc., BVI Company No. 2014876, c/o Vantage Corporate Services Ltd., Road Town, Tortola, British Virgin Islands;
(iii) Korinthian DMCC, Unit 3407, Almas Tower, Jumeirah Lakes Towers, Dubai, UAE; and
(iv) Oceangate Ventures Ltd., Registration No. HE 401293, 28 Themistokli Dervi Avenue, Suite 604, Nicosia 1066, Cyprus;
(d) Details of all receivables, debts owed to the Respondent, contractual entitlements (including charter hire receivable, freight receivable, demurrage claims, and insurance claims), and any other choses in action exceeding £25,000 in value, including the identity and address of the debtor or counterparty, the amount due, the date on which payment is expected, and details of any security held in respect thereof;
(e) Details of all interests in real property held by the Respondent anywhere in the world, including the address, description, and estimated current market value of each property, details of the registered owner, and details of any mortgages, charges, or other encumbrances thereon;
(f) Details of all transfers, dispositions, charges, or other dealings made by the Respondent over any of its assets since 28 June 2024 (the date of the Award), including the date of each such transfer or disposition, the identity and address of the transferee or counterparty, the consideration received (if any), and a full description of the asset or assets concerned. This obligation encompasses all transactions effected by any subsidiary, special purpose vehicle, nominee, or agent of the Respondent, to the extent that such transactions were directed, authorised, or approved by the Respondent or any of its directors, officers, or agents; and
(g) Details of any pending or proposed transactions, transfers, or restructuring steps that have been approved, authorized, or contemplated by the Respondent or any of its directors, officers, or agents as at the date of service of this Order.
Paragraph 8 — Form of Disclosure
12. The disclosure required by paragraphs 10 and 11 above must be verified by an affidavit, to be sworn by a director or officer of the Respondent having personal knowledge of the Respondent's assets and affairs. For the avoidance of doubt, such affidavit may appropriately be sworn by Sergei Volkov (Director), Marina Kazakova (Chief Financial Officer), or any other director or officer of the Respondent with sufficient knowledge. The affidavit must:
(a) set out the information required by paragraphs 10 and 11 above in full;
(b) identify the deponent and confirm the deponent's position within the Respondent and the basis of the deponent's knowledge;
(c) exhibit all supporting documents reasonably available to the Respondent, including (without limitation) bank statements, vessel registration certificates, share certificates, corporate registry extracts, and transactional documentation; and
(d) be served on the Claimant's solicitors, Calderwood & Harkness LLP, 45 Moorgate, London EC2R 6AR, within 7 days of service of this Order.
13. A template form for the affidavit of assets is set out in Schedule A to this Order. The Respondent is not required to follow the template precisely but must ensure that all of the information specified in paragraphs 10 and 11 above is included.
Paragraph 9 — Information for Claimant's Solicitors' Use Only
14. The information disclosed under paragraphs 10 through 12 of this Order shall be used by the Claimant's solicitors solely for the purposes of these proceedings and for the enforcement of the Award, and shall not be disclosed to any other person or used for any other purpose, except that the information may be disclosed to:
(a) the Claimant, Thalassa Shipping & Logistics SA, and its officers and professional advisers, for the purpose of obtaining legal advice and giving instructions in connection with these proceedings and the enforcement of the Award;
(b) any court or tribunal, whether in England and Wales or in any other jurisdiction, in which enforcement of the Award or any judgment entered thereon is sought, to the extent necessary for the purposes of such enforcement proceedings;
(c) Hartwell Pemberton LLP, forensic accountants (25 Old Broad Street, London EC2N 1HN; Rebecca Saunders, Partner; Mark Huxley, Director), engaged by the Claimant in connection with asset tracing and enforcement strategy; and
(d) any other person with the prior permission of the Court.
15. Any person to whom information is disclosed pursuant to paragraph 14 above shall be informed of the restrictions on use contained in this paragraph and shall undertake to the Claimant's solicitors to comply with such restrictions before receiving the information.
Section 3: Third Parties — Effect of the Order
Paragraph 10 — Effect on Third Parties
16. It is a contempt of court for any person notified of this Order knowingly to assist in or permit a breach of this Order. Any person who knows of this Order and who assists the Respondent or acts in a way that would breach the terms of this Order, or who facilitates or enables the Respondent to act in a way that would breach the terms of this Order, may be held to be in contempt of court and may be imprisoned, fined, or have their assets seized. This applies to any person, whether or not they are a party to these proceedings, and whether or not they are within the jurisdiction of England and Wales, to the extent that the Court has jurisdiction over such person.
Paragraph 11 — Effect on Banks and Financial Institutions
17. This Order applies to the Respondent's banks, financial institutions, and other depositaries. Any bank or financial institution which is served with notice of this Order, or which otherwise becomes aware of this Order, must not permit any withdrawal or transfer from, or other dealing with, any account in the name of the Respondent or in which the Respondent has any interest (whether legal or beneficial), to the extent that the aggregate balance of all such accounts would fall below the Maximum Sum of £108,600,000, unless:
(a) the bank or financial institution has the prior written consent of the Claimant's solicitors, Calderwood & Harkness LLP, for such withdrawal, transfer, or dealing; or
(b) the Court has given permission for such withdrawal, transfer, or dealing.
18. For the avoidance of doubt, if the Respondent holds accounts at more than one bank or financial institution, no individual bank or financial institution is required to retain in the account(s) it holds a sum in excess of the Respondent's credit balance in those accounts at the time it was served with or became aware of this Order. The bank or financial institution is not obliged to ascertain the Respondent's total worldwide assets.
19. Specific notice of this Order is to be served on Meridian Trust Bank Ltd. at 50 Lombard Street, London EC3V 9EA, by personal delivery of a sealed copy of this Order and an accompanying letter from the Claimant's solicitors confirming the details of the Respondent's accounts believed to be held at that institution.
20. The Claimant's solicitors are further authorised to serve notice of this Order on such other banks and financial institutions as they may identify from time to time as holding accounts in the name of the Respondent or in which the Respondent has an interest.
Paragraph 12 — Third Party Costs and Expenses
21. Any bank, financial institution, or other third party served with or notified of this Order may debit from any account of the Respondent held with it the reasonable costs and expenses of complying with this Order, including the costs of searching its records, freezing and monitoring the relevant accounts, and providing information to the Claimant's solicitors, provided that:
(a) such costs and expenses are reasonable in amount;
(b) the bank, financial institution, or other third party provides a statement of such costs and expenses to the Claimant's solicitors upon request; and
(c) the aggregate amount debited in respect of compliance costs does not cause the balance of the Respondent's accounts to fall below the Maximum Sum without the prior written consent of the Claimant's solicitors or the permission of the Court.
22. Nothing in this Order shall require any bank, financial institution, or other third party to take any positive steps to ascertain the Respondent's assets or to investigate the Respondent's affairs, save to the extent that such steps are necessary to comply with the specific prohibitions contained in paragraph 17 above.
Section 4: Undertakings Given by the Claimant
23. The Claimant gives the following undertakings to the Court. The full text of these undertakings is set out in Schedule B to this Order, and the following is a summary for ease of reference:
(1) Cross-Undertaking in Damages. If the Court later finds that this Order has caused loss to the Respondent, and decides that the Respondent should be compensated for that loss, the Claimant, Thalassa Shipping & Logistics SA, will comply with any order the Court may make. The Claimant confirms that it has the financial means to meet this undertaking and refers the Court to the evidence of the Claimant's financial standing contained in the Witness Statement of Nikolaos Papadimitriou at paragraphs 187 to 201 thereof and exhibits NP44 through NP47.
(2) Service of Application Materials. The Claimant will cause the Application Notice dated 15 July 2024, the Witness Statement of Nikolaos Papadimitriou dated 15 July 2024 (together with all exhibits thereto), and this Order to be served on the Respondent as soon as practicable but in any event by no later than 23 July 2024 (being 5 business days from the date of this Order).
(3) Notification to Respondent of Right to Apply. The Claimant will cause written notice of the right of the Respondent to apply to vary or discharge this Order to be served on the Respondent together with the documents referred to in Undertaking (2) above.
(4) Notification of Return Date. The Claimant will cause written notice of the return date of 30 July 2024 to be served on the Respondent together with the documents referred to in Undertaking (2) above.
(5) Payment of Third Party Costs. The Claimant will pay the reasonable costs of any third party incurred as a result of this Order, including the reasonable costs of ascertaining whether any assets to which this Order applies are within their control and the reasonable costs of complying with this Order, on the indemnity basis. Such costs shall be assessed if not agreed.
(6) Fortification. The Claimant undertakes to pay into Court, or to cause to be paid into Court, the sum of £5,000,000 by way of fortification of the cross-undertaking in damages within 14 days of the date of this Order, or such other sum and within such other period as the Court may direct at the return date hearing.
(7) Full and Frank Disclosure. The Claimant confirms that it has disclosed to the Court on its without-notice application all matters of which the Court ought to have been made aware, including any defenses known to the Claimant that the Respondent might raise and any matters that might weigh against the granting of this Order. In particular, the Claimant drew the Court's attention to the matters set out at paragraphs 156 to 178 of the Witness Statement of Nikolaos Papadimitriou, including the Respondent's possible challenge to the Award under section 68 of the Arbitration Act 1996 on grounds of serious irregularity and the Respondent's contention (as advanced in the arbitration) that certain of the charter-party agreements were procured by misrepresentation.
Section 5: Variation or Discharge of This Order
Paragraph 13 — Right to Apply to Vary or Discharge
24. The Respondent, or any other person affected by this Order, may apply to the Court at any time to vary or discharge this Order (or any part thereof), provided that:
(a) any such application is made on notice to the Claimant's solicitors, Calderwood & Harkness LLP, 45 Moorgate, London EC2R 6AR, United Kingdom (Reference: Samuel Eklund / Hannah Brinkley);
(b) if the application is made before the return date, the application notice is served on the Claimant's solicitors as soon as practicable and in any event not less than 4 hours before the hearing of such application (or such other notice as may be just in the circumstances); and
(c) a copy of any evidence upon which the applicant intends to rely is served on the Claimant's solicitors at the same time as the application notice, or as soon as practicable thereafter.
25. The Respondent is not required to wait until the return date to make any application to vary or discharge this Order.
Paragraph 14 — Return Date
26. There shall be a hearing on 30 July 2024 at 10:30 a.m. before Mr. Justice Ashworth (or such other Judge of the Commercial Court as may be sitting) at the Rolls Building, 7 Rolls Buildings, Fetter Lane, London EC4A 1NL, at which the Respondent may show cause why this Order should not be continued, varied, or discharged (the "Return Date Hearing").
27. The Claimant shall file and serve any further evidence upon which it intends to rely at the Return Date Hearing not less than 2 business days before the return date, i.e., by no later than 4:00 p.m. on 26 July 2024.
28. The Respondent shall file and serve any evidence upon which it intends to rely at the Return Date Hearing not less than 1 business day before the return date, i.e., by no later than 4:00 p.m. on 29 July 2024.
29. If the Respondent (or any other person affected by this Order) does not attend the Return Date Hearing, the Court may make such order as it thinks fit, including an order continuing this Order, and such person will not be entitled to apply to set aside or vary any order so made without first filing and serving evidence explaining the failure to attend.
Section 6: Communications with the Court
Paragraph 15 — Service
30. This Order shall be served by the Claimant's solicitors on the following persons:
(a) The Respondent, Korinthian Maritime Holdings Ltd., at its registered address: 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus. Service may be effected by any method permitted under CPR Part 6 or, in the case of service out of the jurisdiction, by any method permitted under CPR Part 6 Section IV and the relevant Hague Service Convention procedures, or by such other method as the Court may permit;
(b) The Respondent's solicitors, Harkness Whitford & Co., at 12 Fetter Lane, London EC4A 1JP, United Kingdom (SRA No. 614823). For the avoidance of doubt, the Claimant's solicitors are authorised to serve a copy of this Order on the Respondent's solicitors by first class post, document exchange, or email, and such service shall be good service on the Respondent for the purposes of this Order; and
(c) Meridian Trust Bank Ltd. at 50 Lombard Street, London EC3V 9EA, by personal delivery of a sealed copy of this Order together with an accompanying letter from the Claimant's solicitors.
31. The Claimant's solicitors are further authorised to serve a copy of this Order on such other persons (including banks, financial institutions, and corporate registries) as they may reasonably consider appropriate for the purposes of giving effect to this Order.
Paragraph 16 — Communications
32. All communications to the Court about this Order should be sent to:
The Commercial Court Listing Office Rolls Building 7 Rolls Buildings Fetter Lane London EC4A 1NL
quoting Claim Number CL-2024-000487 and the name of the Judge (Mr. Justice Ashworth).
33. In cases of urgency, the parties may contact the Commercial Court out-of-hours duty judge through the Royal Courts of Justice switchboard at +44 (0)20 7947 6000.
Section 7: Costs