PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT This memorandum is protected by the attorney-client privilege and the work product doctrine. It is prepared in anticipation of litigation and for the purpose of providing legal advice. Do not disclose or distribute without the express authorization of Calderwood & Harkness LLP.
MEMORANDUM
August 7, 2024
From: Patrick Gallagher, Working Associate, Calderwood & Harkness LLP
Reviewed by: Hannah Brinkley, Lead Associate, Calderwood & Harkness LLP
To: File — Thalassa Shipping & Logistics SA v. Korinthian Maritime Holdings Ltd.
Re: Recognition and Enforcement of LCIA Award No. 224718 in Cyprus — New York Convention and Cyprus Arbitration Law, Cap. 4; Freezing Injunction Prospects
Matter Reference: TSL / KMH Enforcement — Cyprus Workstream
Calderwood & Harkness LLP, 45 Moorgate, London EC2R 6AR, United Kingdom
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I. Purpose and Executive Summary
This memorandum analyzes the procedure, requirements, and prospects for the recognition and enforcement in Cyprus of the LCIA Final Award No. 224718 dated 28 June 2024 (the "Award") rendered in favor of Thalassa Shipping & Logistics SA ("TSL") against Korinthian Maritime Holdings Ltd. ("KMH," Cyprus Registration No. HE 387421). The memorandum is prepared for the internal files of Calderwood & Harkness LLP in connection with the multi-jurisdictional enforcement strategy being pursued on behalf of TSL, and specifically addresses the Cyprus workstream.
The Award is in the total amount of £96,450,000 in substantive damages, interest, and restitutionary relief, together with costs in the amount of £12,150,000 (comprising LCIA administrative and tribunal costs and TSL's legal costs), yielding a grand total of £108,600,000. At the prevailing exchange rate as of the date of the Award (£1 = USD $1.2441), this equates to approximately USD $135,105,660. Post-award interest continues to accrue at 5.25% per annum simple on the substantive damages component (£96,450,000) from 29 June 2024, which adds approximately £13,873 per day (or roughly £97,110 per week) to the outstanding balance.
Cyprus is a signatory to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, done at New York on 10 June 1958 (the "New York Convention"). Cyprus acceded to the Convention without either the reciprocity reservation or the commercial reservation, meaning that the Convention applies broadly to all foreign arbitral awards presented for enforcement in Cyprus, regardless of the subject matter of the dispute or the country of origin of the award. In domestic law, enforcement of foreign arbitral awards is governed primarily by the International Commercial Arbitration Law (Law 101/1987), which implements the New York Convention into Cypriot legislation and supplements the original Arbitration Law, Cap. 4. The Civil Procedure Rules govern the procedural mechanics of filing and prosecuting the enforcement application before the Nicosia District Court.
KMH is incorporated in Nicosia, Cyprus, with its registered address at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066. This makes Cyprus a natural and indeed indispensable enforcement jurisdiction, given that the award debtor is domiciled there and is known to maintain both corporate assets and banking relationships within the jurisdiction. Beyond KMH itself, Cyprus is home to Oceangate Ventures Ltd. (Registration No. HE 401293), a wholly owned intermediate holding company of KMH registered at 28 Themistokli Dervi Avenue, Suite 604, Nicosia 1066, which in turn holds the fleet single-purpose vehicle ("SPV") Dnepr Shipholding Inc. (BVI Company No. 2014876). Oceangate's shareholding in Dnepr Shipholding and the underlying vessel assets represent a significant pool of value against which enforcement may be directed.
The key enforcement targets in Cyprus are as follows:
(a) KMH itself and any bank accounts held in its name at financial institutions in Cyprus;
(b) Oceangate Ventures Ltd. (HE 401293), the Cyprus-incorporated intermediate holding company registered at 28 Themistokli Dervi Avenue, Suite 604, Nicosia 1066, which is wholly owned by KMH and holds fleet SPVs including Dnepr Shipholding Inc. (BVI Company No. 2014876), which in turn owns M/V Aegean Fortuna (IMO 9784521) and M/V Volga Spirit (IMO 9756892); and
(c) Any other assets of KMH located in Cyprus that may be identified through the WFO disclosure process in England, through the Cyprus discovery mechanisms, or through the ongoing asset tracing work being conducted by Hartwell Pemberton LLP.
Summary recommendation: File the recognition and enforcement application in the Nicosia District Court promptly — targeting a filing date on or about 9 August 2024 — and simultaneously seek a freezing injunction (Mareva-type relief) over KMH's Cyprus bank accounts and its shareholding in Oceangate Ventures Ltd. The freezing injunction should be sought on an ex parte or short-notice basis to prevent further dissipation of assets pending enforcement.
Local counsel: Kyprianos Makrides & Partners ("KM&P"), 15 Grivas Digenis Avenue, Nicosia 1066, Cyprus, have been engaged to act as local enforcement counsel. The relationship partners are Andreas Kyprianos, Senior Partner, and Nadia Makrides, Partner (Litigation & Enforcement). KM&P have been fully briefed and are standing by to file upon receipt of the completed application package and finalized instructions.
Opposing counsel: KMH's Cyprus counsel is Vassiliadis & Economou LLC ("V&E"), 7 Stasinou Avenue, 3rd Floor, Nicosia 1060, Cyprus. The relevant partners are Georgios Vassiliadis, Managing Partner, and Eleni Economou, Partner. V&E is expected to file opposition to the enforcement application and to contest the freezing injunction.
Prospects: The prospects for obtaining a recognition and enforcement order in Cyprus are assessed as strong. The Award is a final award rendered by a properly constituted LCIA tribunal following a full evidentiary hearing. There are no credible grounds for refusal under Article V of the New York Convention. The most significant tactical risk is that KMH may seek an adjournment of the Cyprus enforcement proceedings under Article VI of the Convention, relying on the pending set-aside application in England (filed under Sections 68 and 69 of the Arbitration Act 1996). However, the English set-aside application is assessed as having a low probability of success (less than 10%), and we recommend vigorously opposing any adjournment request and, in the alternative, requesting that the Cyprus court require KMH to furnish security as a condition of any stay.
The anticipated timeline for the Cyprus enforcement is approximately six to eight weeks from filing to enforcement order (assuming opposition is filed), with the freezing injunction obtainable on an expedited interim basis within the first week of filing.
II. Background — The Award and the Parties
A. The Parties
1. Claimant / Award Creditor: Thalassa Shipping & Logistics SA
Thalassa Shipping & Logistics SA ("TSL") is a Société Anonyme organized and existing under the laws of the Hellenic Republic (Greece), registered at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece, with Tax Identification Number (AFM): EL-801456729. TSL was founded in 1987 by the Papadimitriou family and has grown to become a significant participant in the international dry-bulk and general cargo shipping markets. As of the most recent financial year (FY2023), TSL operates a fleet of approximately 34 vessels and generates annual revenues of approximately €620 million.
The ownership structure of TSL is as follows: approximately 72% of the share capital is held by the Papadimitriou Family Trust, a trust established under Greek law for the benefit of members of the Papadimitriou family, and approximately 28% is held by Aegean Capital Partners SA, a Greek institutional investment vehicle. TSL is not publicly listed.
The key TSL personnel relevant to this matter are:
•  Nikolaos Papadimitriou, Chairman and Chief Executive Officer — the principal decision-maker and a direct descendant of TSL's founders;
•  Elena Stavridis, Chief Financial Officer — who has been identified as the appropriate deponent for the supporting affidavit in the Cyprus proceedings and who has been closely involved in the enforcement strategy;
•  Captain Dimitrios Kouretas, Head of Chartering and Operations — who oversaw the three time charter-parties that are the subject of the underlying dispute and gave evidence at the LCIA hearing; and
•  Ioanna Christodoulou, General Counsel — who has been coordinating with Calderwood & Harkness and local counsel across all enforcement jurisdictions.
2. Respondent / Award Debtor: Korinthian Maritime Holdings Ltd.
Korinthian Maritime Holdings Ltd. ("KMH") is a private limited company incorporated in Nicosia, Cyprus, under Registration No. HE 387421. Its registered address is 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus. KMH is a vessel-owning and chartering company that controls a fleet of approximately 18 dry-bulk carriers through a network of SPVs incorporated in Cyprus, the British Virgin Islands, Singapore, and the United Arab Emirates.
KMH is beneficially owned and controlled by the Volkov family through a layered structure of BVI and Cypriot holding entities. The estimated pre-dispute net asset value of the KMH group was approximately USD $280 million, though this figure is subject to verification and may have been reduced by post-award asset transfers, as discussed in Section VI below.
The key KMH personnel relevant to this matter are:
•  Andrei Volkov, Ultimate Beneficial Owner ("UBO") and de facto director of KMH — Andrei Volkov is a Russian national who is understood to reside between Limassol, Cyprus, and London, and who exercises ultimate decision-making authority over KMH and its subsidiaries;
•  Sergei Volkov, Director and son of Andrei Volkov — Sergei Volkov is a registered director of KMH and several of its subsidiaries and is understood to be responsible for the day-to-day management of the group's affairs in Nicosia;
•  Marina Kazakova, Chief Financial Officer — who controls the financial and treasury functions of the KMH group and is understood to have authorized certain post-award asset transfers; and
•  Alexei Demidov, Director of Fleet Operations — who oversees the technical management of KMH's fleet and who gave evidence on behalf of KMH at the LCIA hearing.
B. The Underlying Dispute
The dispute arises out of three separate time charter-party agreements entered into between TSL (as disponent owner) and KMH (as time charterer) for the hire of dry-bulk carrier vessels:
(i) M/V *Aegean Fortuna*: Time charter-party agreement signed on 15 March 2019, for a term of 60 months, at a daily hire rate of approximately £35,250. The charter was governed by English law and contained an LCIA arbitration clause with London as the seat.
(ii) M/V *Crimson Horizon*: Time charter-party agreement signed on 22 January 2020, for a term of 48 months, at a daily hire rate of approximately £31,800. The charter was likewise governed by English law and contained an LCIA arbitration clause with London as the seat.
(iii) M/V *Volga Spirit*: Time charter-party agreement signed on 10 June 2021, for a term of 36 months, at a daily hire rate of approximately £29,500. The charter was governed by English law with an LCIA arbitration clause providing for London as the seat.
All three charter-party agreements were negotiated at arm's length between the parties, with the assistance of shipbrokers on both sides, and were executed by authorized representatives of both TSL and KMH. The arbitration clauses in the three charters are substantively identical, each providing for arbitration under the LCIA Rules with a three-member tribunal and London as the seat.
KMH committed a series of repudiatory breaches beginning in mid-2022, in the context of volatile dry-bulk freight markets and what the Tribunal found to be KMH's opportunistic attempts to extricate itself from above-market charter commitments. The breaches are as follows:
(a) M/V *Aegean Fortuna* — Wrongful early redelivery: KMH wrongfully redelivered M/V Aegean Fortuna on 18 June 2022, approximately 14 months before the contractual expiry date. The Tribunal found that KMH had no contractual right to redeliver the vessel early and that the redelivery constituted a repudiatory breach accepted by TSL.
(b) M/V *Crimson Horizon* — Failure to pay hire: KMH ceased paying hire on M/V Crimson Horizon from 1 July 2022. By the time TSL exercised its contractual right to withdraw the vessel on 15 September 2022, hire arrears had accumulated to approximately £4,280,000. The Tribunal found that KMH's non-payment was deliberate and unjustified, constituting a repudiatory breach.
(c) M/V *Volga Spirit* — Fabricated off-hire deductions: KMH made unauthorized and fraudulent deductions from hire payments for M/V Volga Spirit, purportedly on account of off-hire events that had not occurred. The total of the fabricated off-hire deductions was approximately £2,740,000. The Tribunal found that these deductions were manufactured by KMH as a pretext to reduce its charter-party obligations and constituted a breach of the charter-party terms.
TSL accepted KMH's repudiatory breaches as terminating all three charter-party agreements and proceeded to mitigate its losses by seeking replacement employment for the vessels on the spot market and on shorter-term time charters. Despite TSL's mitigation efforts, the market conditions prevailing at the time of replacement meant that TSL suffered significant loss-of-bargain damages, particularly in respect of M/V Aegean Fortuna and M/V Crimson Horizon, for which the remaining contract periods were longest and the differential between the contracted hire rates and the replacement rates was most pronounced.
C. The LCIA Arbitration
The arbitration was commenced by TSL's filing of a Request for Arbitration with the LCIA on 14 November 2022, under LCIA Reference No. 224718. The claims under all three charter-party agreements were consolidated into a single arbitration by agreement of the parties, given the common parties, the related subject matter, and the identical arbitration clauses.
The Tribunal was constituted on 8 February 2023, comprising the following members:
•  Sir Malcolm Fenton-Clarke — Presiding Arbitrator, appointed by the LCIA Court pursuant to Article 5.8 of the LCIA Rules. Sir Malcolm is a retired High Court Judge (Queen's Bench Division, Commercial Court) and a leading figure in international commercial and maritime arbitration.
•  Professor Athena Drakopoulos — Co-arbitrator, nominated by the Claimant (TSL). Professor Drakopoulos is a Professor of Maritime Law at the University of Piraeus and a practising arbitrator with extensive experience in shipping and chartering disputes.
•  Dr. Henrik Dalmqvist — Co-arbitrator, nominated by the Respondent (KMH). Dr. Dalmqvist is a Swedish maritime lawyer and arbitrator based in Stockholm, with a particular focus on dry-bulk chartering and vessel-owning disputes.
The Tribunal Secretary was Fiona Beckett, an employee of the LCIA Secretariat.
Following the exchange of written submissions and witness statements, the Tribunal conducted an evidentiary hearing over 10 sitting days from 11 to 22 September 2023 at the International Dispute Resolution Centre (IDRC) in London. Both parties were represented by counsel throughout the hearing. TSL was represented by Calderwood & Harkness LLP (London). KMH was represented by Harkness Whitford & Co. (SRA No. 614823), a London-based international arbitration firm. The hearing included the examination and cross-examination of factual witnesses from both sides, as well as expert evidence on vessel valuation and market rates from maritime experts retained by each party.
Post-hearing briefs were submitted, and the Tribunal deliberated over a period of approximately nine months before issuing the Final Award on 28 June 2024.
D. Award Breakdown
The Tribunal's Final Award (LCIA Award No. 224718, dated 28 June 2024) contains the following dispositive findings and orders:
Substantive Damages:
The damages for M/V Aegean Fortuna (£42,300,000) represent the single largest component of the Award and reflect the substantial differential between the contracted hire rate under the charter-party and the rates available to TSL when it sought replacement employment, multiplied by the unexpired period of the charter (approximately 14 months). The Tribunal accepted TSL's quantum expert's assessment of market rates and found that TSL had acted reasonably in mitigating its losses.
The damages for M/V Crimson Horizon (£28,150,000 in total) comprise two components: the outstanding hire arrears of £4,280,000 that had accrued prior to TSL's withdrawal of the vessel, and the loss-of-bargain damages of £23,870,000 reflecting the difference between the contractual hire and replacement market rates over the remaining charter period.
The restitutionary award in respect of M/V Volga Spirit (£2,740,000) represents the return of hire amounts that KMH had wrongfully deducted under the guise of fabricated off-hire events. The Tribunal characterized these deductions as dishonest and without any basis in the charter-party terms or in fact.
The loss-of-profit and market differential damages across all three charters (£16,480,000) capture additional consequential losses arising from KMH's breaches, including the disruption to TSL's fleet deployment planning, repositioning costs, and the difference between expected and actual earnings during the period of re-employment.
Pre-award interest was assessed at 5.25% per annum simple on the various damages components from the respective dates of breach through to the date of the Award (28 June 2024), yielding a blended pre-award interest sum of £6,780,000.
Costs:
The Tribunal allocated 85% of the costs to KMH in light of TSL's success on all claims and KMH's failure on all defenses and counterclaims. KMH's counterclaim (for alleged damage to M/V Crimson Horizon allegedly caused by TSL's failure to maintain the vessel) was dismissed in its entirety as unsubstantiated.
Grand Total:
Post-Award Interest: The Tribunal ordered that post-award interest shall accrue at 5.25% per annum simple on the substantive award amount of £96,450,000 from 29 June 2024 until the date of full payment. At this rate, post-award interest accrues at approximately £5,063,625 per annum, or approximately £13,873 per day.
E. Parallel Enforcement Proceedings
The Cyprus enforcement workstream forms part of TSL's coordinated multi-jurisdictional enforcement strategy, which targets KMH's assets across the principal jurisdictions where the award debtor and its subsidiaries are known to hold assets. A brief overview of the parallel proceedings is as follows:
England and Wales. An application to enforce the Award as a judgment under Section 66 of the Arbitration Act 1996 was filed in the Commercial Court on 15 July 2024 (Case No. CL-2024-000487). On 16 July 2024, Mr. Justice Ashworth granted an ex parte worldwide freezing order ("WFO") in the amount of £108,600,000, prohibiting KMH from disposing of or dealing with its assets worldwide. The WFO was continued at the return date hearing on 30 July 2024, with KMH's English solicitors (Harkness Whitford & Co.) appearing and contesting the continuation on limited grounds. The WFO remains in force. The Section 66 enforcement application is proceeding on the standard contested timeline.
Singapore. An enforcement application (OS 872/2024) is being filed on or about 14 August 2024 in the Singapore High Court, targeting assets held by Korinthian Bulkers (Singapore) Pte. Ltd., a wholly owned subsidiary of KMH that owns M/V Crimson Horizon and maintains operational bank accounts in Singapore. Local counsel is Voskin & Toh LLP.
United Arab Emirates. An enforcement application is being prepared for filing in the Dubai Court of First Instance on or about 22 August 2024, targeting assets held by Korinthian DMCC, a wholly owned subsidiary of KMH registered in the Dubai Multi Commodities Centre. Local counsel is Al Masoud & Associates.
It is essential that the Cyprus proceedings are coordinated with these parallel enforcement efforts to achieve maximum asset preservation and recovery while avoiding any risk of double-recovery or conflicting court orders. The multi-jurisdictional recovery tracker maintained by Calderwood & Harkness will be the central mechanism for tracking all amounts recovered across jurisdictions and ensuring that the total recovery does not exceed the Award amount plus accrued post-award interest.
III. Legal Framework for Enforcement of Foreign Arbitral Awards in Cyprus
A. The New York Convention
The Republic of Cyprus acceded to the Convention on the Recognition and Enforcement of Foreign Arbitral Awards, done at New York on 10 June 1958 (the "New York Convention" or the "Convention"), and subsequently ratified it. Critically, Cyprus did not avail itself of either of the optional reservations permitted under Article I(3) of the Convention. Specifically:
(i) Reciprocity reservation (not adopted): Cyprus did not declare that it would apply the Convention only to awards made in the territory of another contracting state. Accordingly, the Convention applies in Cyprus to arbitral awards made in any state, whether or not that state is also a party to the Convention.
(ii) Commercial reservation (not adopted): Cyprus did not declare that it would apply the Convention only to differences arising out of legal relationships, whether contractual or not, which are considered as commercial under the national law of Cyprus. Accordingly, the Convention applies in Cyprus to awards arising from any type of legal relationship, regardless of whether the dispute would be characterized as "commercial" under Cypriot law.
The Convention applies to the LCIA Award No. 224718 for the following reasons:
(a) The Award is an "arbitral award" within the meaning of Article I(1) of the Convention — it is a final and binding determination of the parties' disputes rendered by a duly constituted arbitral tribunal.
(b) The Award was made in the territory of a state other than the state where recognition and enforcement are sought — the seat of the arbitration was London, England (United Kingdom), and enforcement is sought in Cyprus.
(c) Both the United Kingdom and the Republic of Cyprus are contracting states to the Convention. While Cyprus's accession without the reciprocity reservation means this is technically not a prerequisite, the fact that both states are parties further reinforces the applicability of the Convention and eliminates any possible argument to the contrary.
Under Article III of the Convention, each contracting state "shall recognize arbitral awards as binding and enforce them in accordance with the rules of procedure of the territory where the award is relied upon, under the conditions laid down in the following articles." This establishes the fundamental obligation of the Cypriot courts to recognize and enforce the Award, subject only to the limited and exhaustive grounds of refusal set forth in Article V.
Article IV specifies the documentary requirements for an enforcement application, which are addressed in detail in Section IV of this memorandum.
Article V enumerates the exclusive grounds upon which recognition and enforcement may be refused. These grounds are narrowly defined and must be established by the party opposing enforcement (here, KMH). A detailed risk assessment of each Article V ground is set out in Section V below.
Article VI provides that if an application for the setting aside or suspension of the award has been made to a competent authority of the country in which, or under the law of which, the award was made (here, the English courts), the enforcing court (the Nicosia District Court) "may, if it considers it proper, adjourn the decision on the enforcement of the award and may also, on the application of the party claiming enforcement of the award, order the other party to give suitable security." This provision is of direct relevance given KMH's pending set-aside application in England, as discussed in Section V.E below.
B. Cyprus Domestic Legislation
The domestic legislative framework for the recognition and enforcement of foreign arbitral awards in Cyprus is principally constituted by the following instruments:
The International Commercial Arbitration Law (Law 101/1987). This statute implements the New York Convention into Cypriot domestic law and constitutes the primary statutory framework for the recognition and enforcement of foreign arbitral awards in Cyprus. Law 101/1987 was enacted to modernize Cyprus's arbitration legislation and to ensure compliance with the Republic's international obligations under the New York Convention. It provides for the recognition and enforcement of foreign arbitral awards on the same substantive terms as the Convention, incorporating the Article IV documentary requirements and the Article V grounds of refusal into the domestic statutory framework.
The Arbitration Law, Cap. 4. The original Arbitration Law, Cap. 4, which predates Law 101/1987, governs domestic arbitration in Cyprus. For the purposes of enforcing a foreign arbitral award such as the LCIA Award, Cap. 4 is of limited direct relevance, as Law 101/1987 provides the applicable substantive framework. However, certain procedural provisions of Cap. 4 may be relevant by analogy or cross-reference, and the courts have occasionally referred to Cap. 4 in the context of interpreting the scope of the arbitration regime in Cyprus.
The Civil Procedure Rules (CPR). The Civil Procedure Rules of Cyprus govern the procedural mechanics of enforcement applications before the Nicosia District Court, including the form of the originating process, the requirements for supporting affidavits, service of process, timelines for opposition, and the conduct of hearings. The CPR apply in conjunction with Law 101/1987 to provide the complete procedural framework for the enforcement application.
Jurisdiction. The Nicosia District Court has jurisdiction over the enforcement application as the court of competent authority for the district in which KMH is registered. Under the Civil Procedure Rules, an enforcement application in respect of a foreign arbitral award is brought by originating summons before the District Court of the district in which the respondent is domiciled or has its registered office. KMH's registered address is at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, which falls within the jurisdiction of the Nicosia District Court.
C. Applicable Standard
Under both the New York Convention and Law 101/1987, recognition and enforcement of a foreign arbitral award is to be granted as of right unless the respondent (KMH) proves one of the exhaustive and limited grounds of refusal set forth in Article V. The applicable standard may be summarized as follows:
(i) Pro-enforcement bias. The Cyprus courts have consistently applied a pro-enforcement bias in their approach to applications for recognition and enforcement of foreign arbitral awards under the New York Convention, consistent with the Convention's objectives of promoting the finality of arbitral awards and facilitating international commercial arbitration. The default position is that the award will be recognized and enforced; refusal is the exception, not the rule.
(ii) Burden of proof. The burden of proving a ground of refusal under Article V(1) lies on the party opposing enforcement — here, KMH. The opposing party must not merely raise an arguable case but must satisfy the court that the ground of refusal is made out on the evidence. As to the grounds in Article V(2) (non-arbitrability and public policy), these may be raised by the court of its own motion, but in practice the opposing party bears the practical burden of bringing them to the court's attention and establishing a prima facie case.
(iii) Narrow interpretation of Article V grounds. The Cyprus courts, consistent with the prevailing international consensus and the jurisprudence of other Convention states, have interpreted the grounds of refusal in Article V narrowly. The public policy exception, in particular, has been construed as limited to violations of the most fundamental principles of the legal order and procedural fairness, and does not extend to a review of the merits of the award.
(iv) No review of the merits. The enforcing court does not conduct a de novo review of the merits of the arbitral tribunal's findings of fact or law. The court's inquiry is limited to verifying compliance with the formal requirements of Article IV and assessing whether any of the Article V grounds of refusal have been established.
These principles, taken together, establish a highly favorable environment for TSL's enforcement application. Absent a genuinely meritorious defense under Article V — which, as analyzed in Section V below, KMH does not possess — the Award should be recognized and enforced in Cyprus.
IV. Filing Requirements and Documentary Evidence
A. Application to the Nicosia District Court
The application for recognition and enforcement of the Award should be filed in the Nicosia District Court by way of originating summons in accordance with the Civil Procedure Rules. The application will be assigned a case number upon filing. Based on the current state of preparation, we anticipate that Kyprianos Makrides & Partners will be in a position to file the application on or about 9 August 2024, subject to the timely completion and delivery of the required documentation, including the sworn Greek translations and the apostilled original or certified copy of the Award.
The originating summons must clearly identify:
(i) The applicant: Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of Greece, registered at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece, Tax ID (AFM): EL-801456729, represented by its authorized agents Kyprianos Makrides & Partners, pursuant to a duly executed power of attorney.
(ii) The respondent: Korinthian Maritime Holdings Ltd., Registration No. HE 387421, registered at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus.
(iii) The arbitral award sought to be enforced: LCIA Final Award No. 224718, dated 28 June 2024, rendered in London, England, by a tribunal constituted under the LCIA Rules and comprising Sir Malcolm Fenton-Clarke (Presiding Arbitrator), Professor Athena Drakopoulos, and Dr. Henrik Dalmqvist.
The originating summons should seek an order recognizing the Award as binding and enforceable in Cyprus and granting leave to enforce it as if it were a judgment of the Nicosia District Court, together with an order for KMH to pay TSL the amounts awarded (including post-award interest accruing from 29 June 2024) and the costs of the enforcement application.
B. Required Documents under Article IV of the New York Convention
Article IV of the New York Convention prescribes the documentary requirements for an application for recognition and enforcement. The following documents must be submitted to the Nicosia District Court:
1. The duly authenticated original award or a duly certified copy thereof (Article IV(1)(a)).
A certified copy of LCIA Award No. 224718 must be obtained from the LCIA Registrar. Fiona Beckett, as Tribunal Secretary, will be the point of contact for this purpose. Calderwood & Harkness has already requested a certified copy from the LCIA Secretariat, and it is expected to be available by 8 August 2024. The certified copy must be properly authenticated for use in Cyprus, which requires an apostille from the UK Foreign, Commonwealth and Development Office (FCDO), as discussed in Section IV.C below.
2. The original arbitration agreement or a duly certified copy thereof (Article IV(1)(b)).
The arbitration agreements are contained in the LCIA arbitration clauses embedded within the three time charter-party agreements (M/V Aegean Fortuna, M/V Crimson Horizon, and M/V Volga Spirit). Certified copies of the relevant arbitration clauses — and, for completeness, of the signature pages of the charter-party agreements — should be submitted to the court. The originals of the charter-party agreements are held by TSL's commercial team in Piraeus. Ioanna Christodoulou (General Counsel) has confirmed that certified copies can be prepared and dispatched promptly.
3. Translations (Article IV(2)).
Article IV(2) of the Convention provides that if the award or the arbitration agreement is not in an official language of the country in which enforcement is sought, the party applying for enforcement must produce a translation of these documents into the official language. The official language of the courts of Cyprus is Greek. The LCIA Award is in English, and the charter-party agreements (including the arbitration clauses) are likewise in English. Accordingly, sworn Greek translations of the following documents must be prepared and submitted:
(a) The LCIA Award No. 224718 (full text, including the operative dispositive section);
(b) The arbitration clauses from the three charter-party agreements; and
(c) Any other documents submitted in support of the application that are not in Greek.
The translations must be certified by a sworn translator recognized by the Cyprus courts. KM&P have identified a suitable sworn translator in Nicosia and have commenced the translation process, with an expected completion date of 8 August 2024 for the key documents.
4. Supporting affidavit.
The enforcement application must be supported by an affidavit from a TSL officer setting out the factual background, a summary of the arbitration proceedings, a description of the Award and its terms, confirmation that the Award has not been satisfied, and the failure of KMH to pay the amounts awarded. Elena Stavridis (Chief Financial Officer of TSL) has been identified as the appropriate deponent for the Cyprus proceedings, given her direct knowledge of the financial aspects of the dispute, the amounts in controversy, and the current state of payment (or non-payment). A draft affidavit has been prepared by KM&P in consultation with Calderwood & Harkness and is currently under review by Elena Stavridis and Ioanna Christodoulou.
5. Power of Attorney.
A power of attorney ("PoA") must be executed by an authorized officer or director of TSL, authorizing Kyprianos Makrides & Partners to act on behalf of TSL in the Cyprus enforcement proceedings. The PoA should be executed by either Nikolaos Papadimitriou (Chairman & CEO) or Ioanna Christodoulou (General Counsel), and should be apostilled for use in Cyprus. The form of the PoA has been prepared by KM&P and transmitted to Ioanna Christodoulou for execution. We anticipate receipt of the executed and apostilled PoA by 8 August 2024.
6. Certificate of incorporation and good standing of TSL.
A certificate of incorporation and current good standing of TSL must be obtained from the competent Greek authority (the General Commercial Registry, or GEMI) and apostilled for use in Cyprus. This certificate will confirm that TSL is a validly existing legal entity with capacity to bring enforcement proceedings. The request for the certificate has been submitted to GEMI through TSL's Greek legal advisors.
7. Evidence of KMH's Cyprus registration.
An extract from the Cyprus Registrar of Companies confirming KMH's incorporation (Registration No. HE 387421) and its current registered address should be obtained and submitted in support of the application. This extract will serve to establish KMH's domicile in Cyprus and to confirm the correct respondent entity. KM&P will obtain this extract from the Cyprus Department of Registrar of Companies and Official Receiver.
C. Authentication and Legalization
The LCIA Award was rendered in London, England. Documents originating from the United Kingdom benefit from the simplified authentication procedure under the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents (Convention of 5 October 1961, the "Apostille Convention"), to which both the United Kingdom and Cyprus are parties. Under the Apostille Convention, a document bearing an apostille issued by the competent authority of the state of origin (for the UK, the FCDO) is entitled to recognition in all other contracting states without further legalization.
Accordingly, the following authentication steps are required:
(a) The certified copy of the LCIA Award must be apostilled by the UK FCDO. Calderwood & Harkness's London office will arrange for the apostille to be obtained on an expedited basis.
(b) The power of attorney executed by TSL must be apostilled by the competent Greek authority (the decentralized administration or the court of first instance in the area where the PoA is executed, typically in Athens or Piraeus). TSL's Greek legal advisors will coordinate this.
(c) The TSL certificate of incorporation and good standing must be apostilled by the Greek competent authority.
(d) Certified copies of the charter-party agreements (executed in London and/or Piraeus) must be appropriately authenticated. If certified by a UK notary public, an apostille from the UK FCDO will be required.
Greek translations must be certified by a sworn translator recognized by the Cyprus courts. Such translators are registered with the Cypriot Ministry of Justice and Public Order. KM&P have confirmed that the translations will be prepared by a certified translator in Nicosia.
D. Service on KMH
Service of the originating summons and supporting documents must be effected on KMH in accordance with the Cyprus Civil Procedure Rules. Service should be directed to KMH's registered address at 28 Themistokli Dervi Avenue, Suite 601, Nicosia 1066, Cyprus.
Under the Cyprus CPR, personal service on a company may be effected by:
(i) Leaving a copy of the document at the company's registered office; or
(ii) Serving the document on a director, secretary, or other officer of the company.
Given that KMH is known to be represented in Cyprus by Vassiliadis & Economou LLC, it is possible — and would be procedurally efficient — for V&E to accept service on behalf of KMH. KM&P should write to V&E upon filing, requesting confirmation that they are instructed to accept service. If V&E declines or fails to respond, personal service at the registered address should be arranged through a process server.
Service should be effected as promptly as possible after filing — ideally within the period of 12 to 16 August 2024 — to commence the running of the time period for KMH to file its opposition and to support the application for an expedited hearing on the freezing injunction.
V. Grounds of Refusal Under Article V — Risk Assessment
This section assesses each of the grounds of refusal under Article V of the New York Convention, as incorporated into Cypriot law by Law 101/1987, and evaluates the risk that KMH may successfully invoke any of them to resist enforcement of the Award. The assessment is informed by the factual record of the LCIA arbitration, the terms of the Award, and the anticipated litigation strategy of KMH's Cyprus counsel, Vassiliadis & Economou LLC.
A. Article V(1)(a) — Incapacity of Parties or Invalid Arbitration Agreement
Article V(1)(a) provides that recognition and enforcement may be refused if the parties to the arbitration agreement were, under the law applicable to them, under some incapacity, or if the arbitration agreement is not valid under the law to which the parties have subjected it, or, failing any indication thereon, under the law of the country where the award was made.
Assessment: There is no basis for a challenge under this ground. The arbitration agreements are contained in the LCIA arbitration clauses of the three charter-party agreements, all of which are valid agreements under English law (the law chosen by the parties to govern the charters and, by extension, the arbitration clauses). Both TSL and KMH are validly incorporated legal entities with full capacity to enter into contracts and arbitration agreements. TSL is a Greek Société Anonyme with all requisite corporate authority; KMH is a Cyprus private limited company with no known restrictions on its capacity. Both parties participated actively in the arbitration proceedings without raising any objection to the validity of the arbitration agreement or the capacity of either party.
Risk: Negligible. There is no credible basis for KMH to challenge the validity of the arbitration agreement or the capacity of the parties.
B. Article V(1)(b) — Lack of Proper Notice or Inability to Present Case
Article V(1)(b) provides that recognition and enforcement may be refused if the party against whom the award is invoked was not given proper notice of the appointment of the arbitrator or of the arbitration proceedings, or was otherwise unable to present his case.
Assessment: This ground is without merit on the facts. KMH was given full and proper notice of the arbitration at every stage. The Request for Arbitration was served on KMH on 14 November 2022, and KMH duly filed a Response to the Request within the time prescribed by the LCIA Rules. KMH nominated its own co-arbitrator, Dr. Henrik Dalmqvist, who served on the Tribunal throughout the proceedings. KMH was represented by experienced international arbitration counsel (Harkness Whitford & Co.) throughout the proceedings, including at the 10-day evidentiary hearing from 11 to 22 September 2023, during which KMH's counsel cross-examined TSL's witnesses, presented KMH's factual and expert witnesses, and made extensive oral submissions. KMH filed detailed written pleadings, witness statements, and post-hearing briefs. At no point during the arbitration did KMH raise any procedural objection regarding notice or its ability to present its case.
Despite the overwhelming evidence of KMH's full participation, it should be noted that Article V(1)(b) is the ground most commonly raised in opposition to enforcement applications in Cyprus. KMH's Cyprus counsel (Vassiliadis & Economou) may attempt to construct a procedural objection under this heading — for example, by alleging some deficiency in the notice of a particular hearing date, or by claiming that a particular piece of evidence was improperly excluded by the Tribunal. Any such argument should be readily rebutted by reference to the procedural record of the arbitration, including the Tribunal's procedural orders, the correspondence between the Tribunal Secretary and the parties, and the transcripts of the evidentiary hearing.
We recommend that the supporting affidavit of Elena Stavridis specifically address KMH's participation in the arbitration and that KM&P be prepared to submit, as an exhibit, a chronological summary of the procedural history of the arbitration demonstrating KMH's full engagement at every stage.
Risk: Negligible. While this is the ground most frequently invoked by award debtors in Cyprus, KMH cannot credibly claim that it was not given proper notice or was unable to present its case. However, the possibility that V&E may raise this ground requires us to be prepared with a comprehensive factual rebuttal.
C. Article V(1)(c) — Award Deals with Matters Beyond Scope of Submission
Article V(1)(c) provides that recognition and enforcement may be refused if the award deals with a difference not contemplated by or not falling within the terms of the submission to arbitration, or if it contains decisions on matters beyond the scope of the submission to arbitration.
Assessment: The Award deals exclusively with the charter-party disputes that were referred to arbitration under the three LCIA arbitration clauses. The disputes arise directly from KMH's performance (or non-performance) of its obligations under the three time charter-party agreements, and all heads of damage awarded by the Tribunal — including wrongful redelivery damages, unpaid hire, loss of bargain, restitution of fabricated off-hire deductions, loss of profit / market differential damages, and pre-award interest — fall squarely within the scope of the disputes submitted to arbitration. There is no suggestion that the Tribunal addressed any matter beyond the scope of the parties' submissions.
Risk: Negligible. There is no basis for a challenge on this ground.
D. Article V(1)(d) — Irregular Composition of Tribunal or Procedure
Article V(1)(d) provides that recognition and enforcement may be refused if the composition of the arbitral authority or the arbitral procedure was not in accordance with the agreement of the parties, or, failing such agreement, was not in accordance with the law of the country where the arbitration took place.
Assessment: The Tribunal was constituted in strict accordance with the LCIA Rules, which were incorporated by reference into the parties' arbitration agreements. Sir Malcolm Fenton-Clarke was appointed by the LCIA Court as Presiding Arbitrator pursuant to Article 5.8 of the LCIA Rules, after the two party-nominated co-arbitrators (Professor Drakopoulos and Dr. Dalmqvist) were unable to agree on a presiding arbitrator within the prescribed period. Professor Drakopoulos was nominated by TSL, and Dr. Dalmqvist was nominated by KMH, each in accordance with the party nomination procedure set out in the LCIA Rules.
The arbitral procedure likewise followed the LCIA Rules and the Tribunal's procedural orders, which were issued with the input of both parties. The procedural timetable was established at a case management conference on 15 March 2023, at which both parties were represented. The full evidentiary hearing was conducted over 10 sitting days in accordance with the agreed timetable, with both parties given equal opportunity to present evidence and make submissions.
At no point during the arbitration did KMH challenge the composition of the Tribunal or the procedural framework. Any attempt to raise such a challenge for the first time in the enforcement proceedings would be inconsistent with KMH's conduct during the arbitration and should be treated as a waiver.
Risk: Negligible. There is no basis for a challenge on this ground.
E. Article V(1)(e) — Award Not Yet Binding, Set Aside or Suspended
Article V(1)(e) provides that recognition and enforcement may be refused if the award has not yet become binding on the parties, or has been set aside or suspended by a competent authority of the country in which, or under the law of which, that award was made.
Assessment: This is the most procedurally significant ground of potential opposition, though the underlying substantive risk remains low.
The Award is a final award under the LCIA Rules and became binding on the parties upon its issuance on 28 June 2024. Under Article 26.8 of the LCIA Rules 2020, the parties have waived any right of appeal to any court in connection with any question of law arising in the arbitration, to the extent permitted by the applicable law of the arbitral seat. However, such waiver does not preclude challenges under Sections 67, 68, or 69 of the Arbitration Act 1996 (to the extent that the statutory right to challenge is not excluded by the LCIA Rules or may not lawfully be excluded).
KMH has filed a set-aside application in the English Commercial Court under Sections 68 and 69 of the Arbitration Act 1996, which was filed on 19 August 2024 (subsequent to the date of this memorandum but anticipated at the time of writing based on intelligence from Harkness Whitford's conduct). The Section 68 application (serious irregularity) is expected to allege procedural unfairness in the Tribunal's treatment of certain categories of evidence related to the fabricated off-hire claims on M/V Volga Spirit and the Tribunal's quantification of loss-of-bargain damages on M/V Crimson Horizon. The Section 69 application (appeal on a point of law) is expected to challenge the Tribunal's application of the principles of mitigation of damages in the context of the M/V Aegean Fortuna claim.
The English set-aside application has been assessed as having a low probability of success — less than 10%. A separate Set-Aside Risk Assessment Memorandum has been prepared by the Calderwood & Harkness London arbitration team, which concludes that neither the Section 68 nor the Section 69 grounds are likely to meet the high thresholds established by English law. Section 68 requires proof of a "serious irregularity" that "has caused or will cause substantial injustice" — a threshold that is very rarely satisfied. Section 69 requires the court to grant permission to appeal, which is itself a significant hurdle, and the Tribunal's legal analysis on mitigation is well within the range of reasonable conclusions on the applicable law.
However, the existence of the English set-aside application creates a tactical risk that KMH may seek to invoke Article VI of the New York Convention in the Cyprus proceedings. Article VI provides:
"If an application for the setting aside or suspension of the award has been made to a competent authority referred to in article V(1)(e), the authority before which the award is sought to be relied upon may, if it considers it proper, adjourn the decision on the enforcement of the award and may also, on the application of the party claiming enforcement of the award, order the other party to give suitable security."
If KMH raises the pending English set-aside proceedings in the Cyprus enforcement, the Nicosia District Court would have a discretion to adjourn the enforcement proceedings pending the outcome of the English application, or to proceed with enforcement notwithstanding the pending challenge. The court would also have the power, if it grants an adjournment, to require KMH to furnish security as a condition of the stay.
Our recommended approach is as follows:
(a) Oppose any adjournment application vigorously. We should argue that (i) the English set-aside application has a very low probability of success and is being pursued primarily as a dilatory tactic; (ii) the pro-enforcement policy of the New York Convention favors proceeding with enforcement rather than granting a stay; (iii) the evidence of KMH's post-award asset dissipation demonstrates that any delay in enforcement will result in the further erosion of assets available to satisfy the Award; and (iv) TSL has obtained a worldwide freezing order in England, which demonstrates the seriousness of the dissipation risk.
(b) In the alternative, request security. If the court is minded to grant an adjournment, we should request that it exercise its power under Article VI to order KMH to furnish security in the full amount of the Award (£108,600,000, or its Euro equivalent), plus accruing post-award interest and the costs of the Cyprus proceedings, as a condition of any stay. This would either compel KMH to post substantial security (thereby protecting TSL's position) or, if KMH is unable or unwilling to provide security, provide a basis for the court to refuse the adjournment.
Risk: Low-to-Moderate (procedural risk only). The substantive risk of the Award being set aside in England is assessed as low (less than 10%). However, the procedural risk that KMH may use the pending English application to seek a tactical adjournment of the Cyprus enforcement proceedings is real and requires careful management. The risk is mitigated by the discretionary nature of the Article VI power, the strength of our arguments against adjournment, and the availability of the security mechanism.
F. Article V(2)(a) — Non-Arbitrability
Article V(2)(a) provides that recognition and enforcement may be refused if the competent authority in the country where recognition and enforcement is sought finds that the subject matter of the difference is not capable of settlement by arbitration under the law of that country.
Assessment: The subject matter of the disputes — claims arising out of international time charter-party agreements for the hire of dry-bulk carrier vessels — is fully arbitrable under both English law (the law of the seat) and Cyprus law (the law of the enforcing state). Maritime and commercial charter-party disputes are paradigmatic examples of the types of disputes that are routinely and properly resolved by arbitration. There is no restriction in Cypriot law that would prevent the arbitration of such disputes.
Risk: Negligible. There is no basis for a challenge on this ground.
G. Article V(2)(b) — Public Policy
Article V(2)(b) provides that recognition and enforcement may be refused if the competent authority in the country where recognition and enforcement is sought finds that the recognition or enforcement of the award would be contrary to the public policy of that country.
Assessment: No aspect of the Award or its enforcement would be contrary to the public policy of Cyprus. The Award is the product of a fair and regular arbitration conducted in accordance with the parties' agreement and the LCIA Rules. The Tribunal was constituted in accordance with proper procedures, both parties were given full opportunity to present their cases, and the Tribunal's findings are well-reasoned and grounded in the evidence and applicable law.
The Cyprus courts have interpreted the public policy exception consistently with international practice — that is, narrowly and restrictively. The Supreme Court of Cyprus has held that the public policy ground is limited to cases where enforcement would violate the most basic notions of morality and justice, or where the arbitral process was fundamentally tainted by corruption, fraud, or a denial of due process so serious as to offend the basic principles of the Cypriot legal order. None of these circumstances is present in this case.
KMH may attempt to invoke the public policy exception on tenuous grounds — for example, by arguing that the quantum of the Award is disproportionate or that certain factual findings of the Tribunal were erroneous. Such arguments would amount to an impermissible request for a review of the merits and should be readily dismissed.
Risk: Negligible. There is no credible basis for a public policy challenge.
H. Overall Assessment
The overall prospects for obtaining a recognition and enforcement order in Cyprus are assessed as strong. None of the Article V grounds of refusal presents a credible substantive obstacle to enforcement. The Award is a final and binding determination by a properly constituted tribunal, following a full and fair hearing, in respect of disputes that are fully arbitrable and that fall squarely within the scope of valid arbitration agreements.
The most likely opposition tactics that KMH (through Vassiliadis & Economou) may deploy are:
(a) A request for adjournment under Article VI, relying on the pending English set-aside application — this is primarily a delay tactic and should be vigorously opposed;
(b) A belated challenge under Article V(1)(b), alleging some deficiency in notice or inability to present its case — this is without merit on the facts but may require a detailed factual rebuttal; and
(c) A possible invocation of the public policy exception under Article V(2)(b) on tenuous or contrived grounds — this should be readily dismissed.
Neither of these tactics is expected to succeed on the merits, but both may cause procedural delay. The recommendation is to file promptly, to resist any adjournment application vigorously, and to prepare comprehensive responsive submissions in advance of the expected opposition.
VI. Freezing Injunction — Interim Relief in Cyprus
A. Legal Basis
The Nicosia District Court has jurisdiction to grant interim freezing injunctions — analogous to Mareva injunctions under English law — in aid of enforcement proceedings. This jurisdiction is exercised under the general provisions of the Cyprus Civil Procedure Law governing interim and interlocutory relief, as well as under the court's inherent jurisdiction to preserve the subject matter of proceedings and to ensure that any judgment or order of the court can be effectively enforced.
The criteria for granting a freezing injunction in Cyprus are well established and mirror, in their essential elements, the principles applied by the English Commercial Court. A freezing injunction may be granted where the applicant demonstrates:
(i) A good arguable case on the merits — In an enforcement context, this requirement is amply satisfied by the existence of a final and binding arbitral award. The LCIA Award No. 224718 constitutes not merely a "good arguable case" but a concluded determination of TSL's rights, which substantially exceeds the threshold required for interim relief.
(ii) A real risk of dissipation of assets — The applicant must demonstrate, by reference to specific evidence, that there is a real and present risk that the respondent will dissipate, remove, or dispose of its assets so as to render any enforcement order nugatory or significantly more difficult to execute. As set out in Section VI.B below, there is substantial evidence of dissipation risk in this case.
(iii) The balance of convenience favors granting the injunction — The court must be satisfied that the potential prejudice to the applicant from the refusal of the injunction outweighs the potential prejudice to the respondent from its grant. Given the magnitude of the Award (£108,600,000), the evidence of post-award asset transfers, and the availability of an undertaking in damages from TSL (a substantial and creditworthy entity), the balance of convenience plainly favors the grant of the injunction.
B. Evidence of Dissipation Risk
The evidence of dissipation risk in this case is compelling and multifaceted. The key elements are as follows:
Corporate structure designed to obscure asset ownership. KMH's corporate structure involves multiple layers of BVI and Cypriot holding entities, including Oceangate Ventures Ltd. (Cyprus), Dnepr Shipholding Inc. (BVI), Korinthian Bulkers (Singapore) Pte. Ltd. (Singapore), and Korinthian DMCC (Dubai). This multi-layered structure, combined with the use of BVI companies that provide minimal public disclosure, is consistent with a design to obscure the true ownership and location of assets and to facilitate the rapid movement of assets between jurisdictions and entities.
Post-award asset transfers. The asset tracing investigation conducted by Hartwell Pemberton LLP (Rebecca Saunders, Partner, and Mark Huxley, Director, Forensic Investigations) has identified specific transfers of funds from KMH and subsidiary accounts in the period between the date of the Award (28 June 2024) and the present. While the full details of these transfers are the subject of the ongoing Hartwell Pemberton investigation and the WFO disclosure process in England, the preliminary findings indicate a pattern of movement of funds away from accounts in which they might be readily accessible to enforcement creditors and toward accounts and entities where tracing and enforcement would be more difficult. These findings were relied upon by Mr. Justice Ashworth in granting the worldwide freezing order in the English Commercial Court on 16 July 2024.
English Worldwide Freezing Order. The fact that the English Commercial Court has already granted — and upon contested application has continued — a worldwide freezing order up to £108,600,000 against KMH provides strong corroborative evidence of dissipation risk. Mr. Justice Ashworth was satisfied, on the evidence presented, that there was a real risk of dissipation, and his findings and reasoning can be relied upon in the Cyprus proceedings. A sealed copy of the WFO (as continued on 30 July 2024) should be submitted in evidence before the Nicosia District Court.
Pattern of asset-shifting through subs