PRIVILEGED AND CONFIDENTIAL — ATTORNEY-CLIENT WORK PRODUCT
CALDERWOOD & HARKNESS LLP
MEMORANDUM
From: Patrick Gallagher, Working Associate, Litigation (General), Calderwood & Harkness LLP
Reviewed by: Samuel Eklund, Responsible Partner, Litigation (General), Calderwood & Harkness LLP
To: File — Thalassa Shipping & Logistics SA v. Korinthian Maritime Holdings Ltd.
Date: 18 August 2024
Re: Enforcement of LCIA Award No. 224718 in the United Arab Emirates — Strategy and Procedural Analysis
Client: Thalassa Shipping & Logistics SA ("TSL")
Matter No.: SC-LIT-2024-04892
Classification: Privileged and Confidential / Attorney-Client Work Product
This memorandum has been prepared by Calderwood & Harkness LLP for the sole purpose of advising TSL and its authorized representatives in connection with the enforcement of LCIA Award No. 224718. It is protected by the attorney-client privilege and the work product doctrine. No part of this memorandum may be disclosed to any third party without the prior written consent of Calderwood & Harkness LLP.
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1. Executive Summary
The purpose of this memorandum is to analyze the legal framework, procedure, and practical steps for recognizing and enforcing LCIA Award No. 224718, dated 28 June 2024, in the United Arab Emirates against assets held by Korinthian DMCC, a DMCC free zone entity registered at Unit 3407, Almas Tower, Jumeirah Lake Towers ("JLT"), Dubai, UAE. Korinthian DMCC is a subsidiary and operational conduit of the award debtor, Korinthian Maritime Holdings Ltd. ("KMH"), and holds material bank accounts and trade receivables within the UAE that represent a significant enforcement target.
The Total Award rendered in TSL's favor amounts to £96,450,000 (approximately USD $120,000,000 at the exchange rate of £1 = USD $1.2441 prevailing as of 28 June 2024), comprising damages for breach of three time charter-party agreements, pre-award interest, and loss of profit. In addition, the Tribunal ordered KMH to pay £12,150,000 in respect of LCIA administrative and tribunal costs and TSL's legal costs (with 85% allocated to KMH), bringing the combined total to £108,600,000. Post-award interest accrues at 5.25% per annum simple on the unpaid award sum from 29 June 2024 until the date of full payment.
UAE enforcement constitutes one prong of a simultaneous four-jurisdiction enforcement campaign currently being prosecuted by Calderwood & Harkness LLP on behalf of TSL. Parallel enforcement proceedings are underway in England & Wales, Cyprus, and Singapore, each targeting distinct pools of KMH assets in those jurisdictions. Coordination among these proceedings is essential to maximize recovery while avoiding double recovery.
The primary UAE enforcement target is Korinthian DMCC's bank accounts and receivables held at Emirates Gulf Commercial Bank PJSC ("EGCB"), with the Dubai branch located at Gate Village 3, DIFC, Dubai. Preliminary asset tracing conducted by Hartwell Pemberton LLP indicates material balances and receivable flows through these accounts, consistent with Korinthian DMCC's function as KMH's operational hub for Arabian Gulf shipping activities.
This memorandum recommends the following course of action:
(a) Filing an enforcement application in the Dubai Court of First Instance under UAE Federal Law No. 6 of 2018 (the "UAE Arbitration Law") and the New York Convention on the Recognition and Enforcement of Foreign Arbitral Awards (1958) (the "New York Convention"), seeking recognition and enforcement of the Award against Korinthian DMCC's assets;
(b) Simultaneously applying for a precautionary attachment (hajz tahaffuthi) over Korinthian DMCC's accounts at EGCB under the UAE Civil Procedure Law (Federal Law No. 11 of 1992, as amended by Federal Decree-Law No. 42 of 2022), to preserve those assets pending the outcome of the enforcement application; and
(c) Engaging Al-Rashid Hatem & Associates ("ARH"), a respected dispute resolution firm based in the DIFC, Dubai, to serve as TSL's local counsel and to execute the filings on TSL's behalf.
An instruction letter to Al-Rashid Hatem & Associates, together with the supporting document package, is to be dispatched concurrently with this memorandum on 18 August 2024. The target filing date for both the enforcement application and the precautionary attachment application is 22 August 2024, subject to completion of document translations and legalization. If all proceeds according to the projected timeline, a precautionary attachment order could be obtained as early as approximately 28 August 2024, with a final enforcement order anticipated in October–November 2024 and recovery of funds by December 2024–January 2025.
2. Background
2.1 The LCIA Award
LCIA Award No. 224718 was issued on 28 June 2024 following international arbitration proceedings administered by the London Court of International Arbitration ("LCIA") under the LCIA Arbitration Rules. The seat of arbitration was London, England, and the governing law of the underlying disputes was English law.
The Tribunal. The Tribunal was composed as follows:
• Presiding Arbitrator: Sir Malcolm Fenton-Clarke
• Co-Arbitrator (Claimant-nominated): Professor Athena Drakopoulos
• Co-Arbitrator (Respondent-nominated): Dr. Henrik Dalmqvist
• Tribunal Secretary: Fiona Beckett
The Request for Arbitration was filed by TSL on 14 November 2022. The Tribunal was constituted on 8 February 2023 following the appointment and confirmation of the three arbitrators in accordance with the LCIA Rules. The evidentiary hearing took place over ten hearing days from 11 September 2023 to 22 September 2023 at the International Dispute Resolution Centre ("IDRC") in London. Both parties were represented by counsel and participated fully in all stages of the proceedings. KMH was represented throughout by Harkness Whitford & Co., a well-known London maritime disputes firm. The Final Award was issued on 28 June 2024.
The Underlying Dispute. The arbitration arose from three time charter-party agreements entered into between TSL (as owner/disponent owner) and KMH (as charterer):
(i) M/V *Aegean Fortuna* — Time charter-party signed 15 March 2019, governed by English law, containing an LCIA arbitration clause;
(ii) M/V *Crimson Horizon* — Time charter-party signed 22 January 2020, governed by English law, containing an LCIA arbitration clause; and
(iii) M/V *Volga Spirit* — Time charter-party signed 10 June 2021, governed by English law, containing an LCIA arbitration clause.
All three charter-parties were negotiated on substantially similar terms and formed part of a broader commercial relationship between TSL and KMH for the chartering of dry bulk vessels operating in the Mediterranean, Black Sea, and Arabian Gulf trades.
KMH's Breaches. The Tribunal found that KMH committed the following breaches:
(a) M/V Aegean Fortuna: Wrongful early redelivery of the vessel on 18 June 2022, approximately 14 months before the contractual redelivery date. The Tribunal found that KMH's purported termination of the charter was without contractual basis and constituted a repudiatory breach, which TSL accepted.
(b) M/V Crimson Horizon: Non-payment of hire from 1 July 2022 onwards, accruing arrears of £4,280,000 before TSL exercised its contractual right to withdraw the vessel on 15 September 2022. The Tribunal found that KMH's failure to pay hire was a clear breach of the charter-party's payment obligations.
(c) M/V Volga Spirit: Fabricated off-hire deductions totalling approximately £2,740,000, which the Tribunal found to be wholly unjustified and not supported by the evidence. The Tribunal ordered restitution of the improperly deducted amounts.
Award Breakdown. The Tribunal awarded damages and costs as follows:
Post-award interest accrues at 5.25% per annum simple on the unpaid total from 29 June 2024 until the date of full payment. As of the date of this memorandum, the post-award interest accrued amounts to approximately £779,000, and continues to accrue at a rate of approximately £15,605 per day (on the combined total of £108,600,000).
2.2 The Respondent's UAE Presence — Korinthian DMCC
Korinthian DMCC is a company incorporated and registered in the Dubai Multi Commodities Centre ("DMCC") free zone, Dubai, UAE. Its registered address is Unit 3407, Almas Tower, JLT, Dubai, UAE.
Korinthian DMCC is part of the Korinthian Maritime Holdings Ltd. corporate group and serves as KMH's operational platform for shipping and trading activities in the Arabian Gulf region. The entity is ultimately beneficially owned by Andrei Volkov and the Volkov family, who exercise control through a network of British Virgin Islands and Cypriot holding structures. KMH itself is a Cyprus-registered entity (Registration No. HE 387421, Nicosia, Cyprus) and functions as the parent or controller of Korinthian DMCC.
Key personnel within the KMH corporate group include the following individuals:
• Andrei Volkov — Ultimate beneficial owner and de facto director of the KMH group
• Sergei Volkov — Director of KMH
• Marina Kazakova — Chief Financial Officer of KMH
• Alexei Demidov — Director of Fleet Operations, KMH
Korinthian DMCC holds operational funds and trade receivables from sub-charterers and commercial counterparties in the Arabian Gulf region. Its principal banking relationship in the UAE is with Emirates Gulf Commercial Bank PJSC ("EGCB"), and it maintains accounts at the EGCB Dubai branch located at Gate Village 3, DIFC, Dubai.
Hartwell Pemberton LLP ("HP"), the firm engaged by Calderwood & Harkness LLP to conduct asset tracing and intelligence work in connection with the multi-jurisdictional enforcement campaign, prepared a preliminary asset tracing report dated 15 August 2024 (the "HP Report"). The HP Report was authored by Rebecca Saunders (Senior Analyst, Asset Tracing) and Mark Huxley (Director, Asset Tracing), and identifies material balances and receivable flows through the Korinthian DMCC accounts at EGCB. The findings are consistent with Korinthian DMCC's role as an operational hub and conduit for KMH's Arabian Gulf chartering and trading activities. The HP Report indicates that the estimated recoverable assets in the UAE — comprising bank account balances and attachable receivables — potentially total a significant sum, though the precise quantum is subject to confirmation by ARH upon local investigation and, ultimately, by the court through the disclosure process incident to a precautionary attachment order.
2.3 Parallel Enforcement Proceedings
As noted above, the UAE enforcement strategy forms part of a coordinated, four-jurisdiction enforcement campaign. The current status of proceedings in each jurisdiction is summarized below:
England & Wales:
• Application under Section 66 of the Arbitration Act 1996 to enforce the LCIA Award as a judgment of the High Court filed on 15 July 2024 (Claim No. CL-2024-000487, Commercial Court, London).
• Permission to enforce granted on 2 August 2024 by Mr. Justice Ashworth.
• A worldwide freezing order ("WFO") was granted on an ex parte basis on 16 July 2024 by Mr. Justice Ashworth, restraining KMH from dealing with assets worldwide up to £108,600,000. The WFO was continued at the return date hearing on 30 July 2024 following contested argument.
• An interim third-party debt order against Meridian Trust Bank Ltd., 50 Lombard Street, London EC3V 9EA, was granted on 5 August 2024, targeting KMH's sterling and US dollar accounts held at that institution.
• KMH filed a set-aside application under Sections 68 and 69 of the Arbitration Act 1996 on 19 August 2024, challenging the Award on grounds of serious irregularity and error of law. This application was pending as of the date of this memorandum. Calderwood & Harkness LLP's assessment is that the set-aside application is without merit, but it is being actively defended.
Cyprus:
• Recognition and enforcement application filed on 9 August 2024 in the Nicosia District Court (Case No. 2247/2024).
• A freezing injunction was granted on 12 August 2024, restraining dealings with shares in Oceangate Ventures Ltd. (Registration No. HE 401293, Cyprus), the intermediate holding company through which KMH controls various subsidiaries, and with KMH's bank accounts in Cyprus.
• Local counsel: Kyprianos Makrides & Partners (contact: Andreas Kyprianos, Senior Partner; Nadia Makrides, Associate), 15 Grivas Digenis Avenue, Nicosia 1066, Cyprus.
Singapore:
• Enforcement application filed on 14 August 2024 (OS No. 872/2024).
• Leave to enforce was subsequently granted on 6 September 2024.
• Arrest of M/V Crimson Horizon (IMO 9801334) was effected in Singapore on 20 August 2024 under the admiralty jurisdiction. The vessel is presently under arrest and detained at the anchorage pending resolution of the enforcement proceedings.
• Local counsel: Straits Meridian LLP (contact: David Teo Wei Lin, Partner, Shipping & International Arbitration; Priya Subramaniam, Associate), 1 Raffles Place, #44-01 One Raffles Place Tower 2, Singapore 048616.
Coordination across all four jurisdictions is essential to avoid double recovery and to ensure that each court is informed of the status and outcome of proceedings in the other jurisdictions. Calderwood & Harkness LLP maintains a centralized multi-jurisdictional recovery tracker for this purpose, and all local counsel have been instructed to report recoveries promptly.
3. Legal Framework for Enforcement of Foreign Arbitral Awards in the UAE
3.1 UAE Federal Law No. 6 of 2018 (UAE Arbitration Law)
The UAE enacted Federal Law No. 6 of 2018 on Arbitration (the "UAE Arbitration Law") to modernize its arbitration framework and to align UAE arbitration practice more closely with international standards, in particular the UNCITRAL Model Law on International Commercial Arbitration (the "Model Law"). The UAE Arbitration Law entered into force on 16 June 2018 and applies to arbitration proceedings seated in the UAE as well as to the recognition and enforcement of arbitral awards within the UAE, regardless of where those awards were rendered.
Articles 53 through 55 of the UAE Arbitration Law govern the recognition and enforcement of arbitral awards. Of particular relevance to the present matter are the following provisions:
Article 53 provides that an arbitral award, irrespective of the country in which it was issued, shall be recognized as binding and shall, upon an application filed with the competent court, be enforced. This provision reflects the pro-enforcement bias that is a hallmark of the Model Law and is consistent with the UAE's treaty obligations under the New York Convention.
Critically, the court to which the enforcement application is made shall not re-examine the merits of the dispute. The scope of the court's inquiry is limited to verifying the formal requirements for enforcement and determining whether any of the grounds for refusal enumerated in Article 53(2) are established.
The grounds for refusal of enforcement under Article 53(2) mirror those set out in Article V of the New York Convention:
(a) A party to the arbitration agreement was under some incapacity, or the arbitration agreement was not valid under the law to which the parties subjected it, or failing any indication thereon, under the law of the country where the award was made;
(b) The party against whom the award is invoked was not given proper notice of the appointment of an arbitrator or of the arbitral proceedings or was otherwise unable to present its case;
(c) The award deals with a difference not contemplated by or not falling within the terms of the submission to arbitration, or it contains decisions on matters beyond the scope of the submission to arbitration;
(d) The composition of the arbitral tribunal 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;
(e) The award has not yet become binding on the parties, or has been set aside or suspended by a court of the country in which, or under the law of which, that award was made;
(f) The subject matter of the dispute is not capable of settlement by arbitration under the laws of the UAE; or
(g) The recognition or enforcement of the award would be contrary to the public policy of the UAE.
With respect to the present matter, the LCIA Award was rendered in London under English law in proceedings conducted in full compliance with the LCIA Rules. KMH was represented by experienced counsel (Harkness Whitford & Co.) and participated actively in all stages of the proceedings, including a ten-day evidentiary hearing. The arbitration agreement is a standard LCIA clause contained in three commercially negotiated charter-party agreements. There is no apparent basis for invoking any of the Article 53(2) grounds for refusal of enforcement.
3.2 The New York Convention (1958)
The United Arab Emirates 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"), in 2006, with the Convention becoming effective in the UAE on 19 November 2006. The UAE's accession represented an important milestone in the country's development as a hub for international commerce and dispute resolution.
Upon accession, the UAE made two reservations permitted under Article I(3) of the Convention:
(a) Reciprocity reservation: The UAE declared that it will apply the Convention only to the recognition and enforcement of awards made in the territory of another contracting state. This reservation is satisfied in the present case because the United Kingdom is a contracting state to the New York Convention, and the LCIA Award was rendered in London, England.
(b) Commercial reservation: The UAE declared that it will apply the Convention only to differences arising out of legal relationships, whether contractual or not, that are considered commercial under UAE law. This reservation is also satisfied in the present case. The underlying disputes arise from time charter-party agreements for the chartering of commercial vessels — transactions that are unequivocally commercial in character under UAE law, falling squarely within the scope of maritime commerce.
The key operative provisions of the New York Convention relevant to enforcement are as follows:
Article III provides that each contracting state shall recognize arbitral awards as binding and enforce them in accordance with the rules of procedure of the territory where recognition and enforcement are sought. There shall not be imposed substantially more onerous conditions or higher fees or charges on the recognition or enforcement of arbitral awards to which the Convention applies than are imposed on the recognition or enforcement of domestic arbitral awards.
Article IV sets out the documentary requirements for the party applying for recognition and enforcement. The applicant must supply:
(a) The duly authenticated original award or a duly certified copy thereof; and
(b) The original arbitration agreement referred to in Article II of the Convention, or a duly certified copy thereof.
If the award or agreement is not made in an official language of the country in which the award is relied upon, the applicant must produce a translation of these documents into such language, certified by an official or sworn translator or by a diplomatic or consular agent.
Article V enumerates the exclusive grounds upon which recognition and enforcement of an arbitral award may be refused. These grounds are materially identical to those set out in Article 53(2) of the UAE Arbitration Law, as discussed in Section 3.1 above.
3.3 Interaction Between the UAE Arbitration Law and the New York Convention
The relationship between the UAE Arbitration Law (Federal Law No. 6 of 2018) and the New York Convention merits careful consideration, as both instruments govern the enforcement of foreign arbitral awards in the UAE and their interaction has been the subject of some judicial development.
The UAE Arbitration Law largely superseded the prior regime under the UAE Civil Procedure Code (Federal Law No. 11 of 1992) with respect to the enforcement of arbitral awards generally. However, for the enforcement of foreign arbitral awards — that is, awards rendered outside the UAE — the New York Convention continues to apply as a matter of international treaty obligation, and the UAE Arbitration Law serves as the domestic implementing legislation.
In practice, the Dubai courts apply a dual-track analysis when considering applications for the enforcement of foreign arbitral awards. The court looks first to the New York Convention as the primary international treaty framework governing the UAE's obligations to recognize and enforce the award. The court then applies the procedural provisions of the UAE Arbitration Law and the Civil Procedure Law to govern the manner in which the enforcement application is processed, including filing requirements, service of process, and the conduct of hearings.
The LCIA Award qualifies as a "foreign" arbitral award within the meaning of both the New York Convention and the UAE Arbitration Law, as it was rendered outside the UAE (in London, England). Accordingly, its enforcement in the UAE is governed by the New York Convention as implemented through UAE domestic law, and the application must satisfy both the Convention's requirements and the procedural requirements of the UAE Arbitration Law and Civil Procedure Law.
This dual framework is well-established in Dubai court practice and does not present any novel legal issues in the context of the present application.
3.4 Competent Court
For the enforcement of foreign arbitral awards, the application is made to the competent court in the emirate where enforcement is sought. Historically, there was some uncertainty as to whether the appropriate filing court was the Court of First Instance or the Court of Appeal. Under the most recent procedural reforms and current practice in Dubai, enforcement applications may be filed with the Dubai Court of First Instance, with appeals lying to the Court of Appeal as a matter of course.
In the present case, the recommended filing forum is the Dubai Court of First Instance, for the following reasons:
(a) Korinthian DMCC is registered in Dubai, within the JLT free zone, establishing a clear jurisdictional nexus with the Dubai courts;
(b) The primary target assets — bank accounts at EGCB — are located in Dubai; and
(c) The Dubai Court of First Instance has well-established procedures for the processing of enforcement applications under the New York Convention and the UAE Arbitration Law.
Upon filing, the case will be assigned a case number by the Dubai Court of First Instance. Based on current filing sequences, we anticipate the case will be designated as approximately Case No. 1893/2024, though the actual number will be assigned upon filing.
Note on DIFC Courts jurisdiction. A particular consideration arises from the fact that EGCB has its Dubai branch at Gate Village 3, which is located within the Dubai International Financial Centre ("DIFC"). The DIFC operates as a separate legal jurisdiction within Dubai, with its own courts (the DIFC Courts) applying common law principles.
However, the enforcement application in the present case is directed against Korinthian DMCC, which is a JLT (onshore free zone) entity and is not a DIFC entity. The enforcement application is not brought directly against EGCB but rather against Korinthian DMCC as the entity whose assets are subject to execution. In these circumstances, the appropriate forum for the enforcement application is the onshore Dubai Court of First Instance, not the DIFC Courts.
That said, an issue may arise at the execution stage if EGCB takes the position that its DIFC-located branch is subject to the exclusive jurisdiction of the DIFC Courts and that onshore court orders cannot be served on or executed through a DIFC-located branch without the intervention of the DIFC Courts. In such circumstances, a "conduit jurisdiction" mechanism — pursuant to which the onshore enforcement order is "passed through" the DIFC Courts for execution within the DIFC — may be required. This mechanism has been recognized and applied in prior cases, and Al-Rashid Hatem & Associates will be instructed to advise on the current state of practice and to prepare for a conduit application if necessary. The conduit mechanism is discussed further in Section 6.3 below.
4. Documentary Requirements and Legalization
4.1 Required Documents for Enforcement Application
The enforcement application to be filed in the Dubai Court of First Instance must be supported by a comprehensive set of documents. Based on the requirements of the New York Convention (Article IV), the UAE Arbitration Law (Article 53), and the procedural rules applicable to enforcement applications in the Dubai courts, the following documents will be required:
(a) The original or duly certified copy of LCIA Award No. 224718 dated 28 June 2024, together with a certified Arabic translation thereof;
(b) The original or duly certified copies of the arbitration agreements — specifically, the LCIA arbitration clauses contained in the three charter-party agreements (M/V Aegean Fortuna signed 15 March 2019, M/V Crimson Horizon signed 22 January 2020, and M/V Volga Spirit signed 10 June 2021), together with certified Arabic translations thereof;
(c) A certificate from the LCIA Registrar confirming the authenticity and finality of the Award, together with a certified Arabic translation thereof. The LCIA Registrar's certificate is a standard document issued by the LCIA Secretariat upon request and serves to confirm that the Award was validly issued under the LCIA Rules and has not been set aside;
(d) Certified Arabic translations of all of the above documents, prepared by a legal translator registered with the UAE Ministry of Justice;
(e) A power of attorney (Wakalah) in favor of Al-Rashid Hatem & Associates, executed by an authorized officer of TSL, notarized, apostilled, and legalized for use in the UAE, together with a certified Arabic translation; and
(f) Evidence of KMH's/Korinthian DMCC's assets in the UAE, to the extent required for the precautionary attachment application. This will include relevant extracts from the Hartwell Pemberton LLP asset tracing report and any other available documentary evidence of Korinthian DMCC's banking relationships and asset holdings in the UAE.
Calderwood & Harkness LLP is responsible for preparing and coordinating the assembly of this document package. The LCIA Award, the charter-party agreements, and the LCIA Registrar's certificate are held by this firm and will be made available for notarization, apostille, and translation as described in Sections 4.2 and 4.3 below.
4.2 Certified Arabic Translation Requirement
All documents filed with the Dubai courts must be in Arabic or accompanied by certified Arabic translations. This is a mandatory procedural requirement and applies to the full text of every document submitted, including the LCIA Award, the charter-party agreements, the LCIA Registrar's certificate, and the power of attorney.
The LCIA Award is a substantial document, running to approximately 180 pages, and contains complex maritime and legal terminology. The three charter-party agreements are also lengthy commercial documents with specialized shipping terms. The translation of these documents must be performed by a certified legal translator registered with the UAE Ministry of Justice, and the translations must be attested by the translator in accordance with UAE procedural requirements.
Calderwood & Harkness LLP will coordinate the translation process from London. We have identified and engaged a certified Arabic legal translator with experience in maritime and arbitration matters, and we will confirm completion of the translations via a certification letter to Al-Rashid Hatem & Associates. The translations will be quality-checked by ARH's Arabic-language associates upon receipt to ensure accuracy and completeness before filing.
Estimated timeline for translation: 2–3 weeks from the date of instruction. Given the length and technical complexity of the Award and the charter-party agreements, this timeline is tight but achievable with dedicated resources. We are targeting completion by 20 August 2024, which is ambitious but necessary to meet the 22 August 2024 filing target. If the full translations cannot be completed by that date, ARH will advise on whether a partial filing (with the Award translation completed and the charter-party translations to follow) is permissible under Dubai court practice.
Budget consideration: Translation costs are substantial given the volume of material and the specialist nature of the work. These costs will be treated as disbursements outside the fee cap agreed with TSL and will be invoiced separately. An estimate of translation costs has been provided to TSL's General Counsel, Ioanna Christodoulou, for budgetary purposes.
4.3 Legalization / Apostille Process
Documents originating in England (specifically, the LCIA Award and the LCIA Registrar's certificate) must be legalized for use before the UAE courts. The legalization process involves the following steps:
(i) Notarization: The original or certified copies of the LCIA Award and the LCIA Registrar's certificate must be notarized by a notary public in England.
(ii) Apostille: The notarized documents must then be apostilled by the UK Foreign, Commonwealth & Development Office ("FCDO") under the Hague Convention Abolishing the Requirement of Legalisation for Foreign Public Documents, done at The Hague on 5 October 1961 (the "Hague Apostille Convention").
An important development that simplifies the legalization process is the UAE's ratification of the Hague Apostille Convention, which became effective on 1 February 2023. Since that date, the UAE accepts apostilles from other contracting states, including the United Kingdom. This eliminates the previously required step of attestation by the UAE Embassy in London, which historically added significant time and complexity to the legalization process. The apostille issued by the UK FCDO will be sufficient for the UAE courts to accept the documents as duly authenticated.
The three charter-party agreements, which are commercial contracts, should also be certified and apostilled to the extent originals or certified copies are required for filing. The charter-parties were executed in various locations, and the originals held by Calderwood & Harkness LLP are sufficient for notarization and apostille in England.
The power of attorney (Wakalah) in favor of Al-Rashid Hatem & Associates must be executed by an authorized officer of TSL. TSL is a Greek-registered entity (Thalassa Shipping & Logistics SA), and the power of attorney will most conveniently be executed and notarized in Athens by either Nikolaos Papadimitriou (Chairman & CEO) or Ioanna Christodoulou (General Counsel). Greece is a contracting state to the Hague Apostille Convention, and accordingly the power of attorney, once notarized by a Greek notary public, can be apostilled by the competent Greek authority for use in the UAE. The apostilled power of attorney must be accompanied by a certified Arabic translation.
Estimated timeline for legalization: 1–2 weeks, running concurrently with the translation process. We are targeting completion of all legalization steps by 19 August 2024 for the UK-originating documents and 20 August 2024 for the power of attorney (subject to TSL's cooperation in executing the Wakalah promptly in Athens).
5. Enforcement Application Procedure
5.1 Filing the Application
The enforcement application will be filed and prosecuted by Al-Rashid Hatem & Associates on behalf of TSL, under the instructions of Calderwood & Harkness LLP. The firm details are as follows:
• Firm: Al-Rashid Hatem & Associates
• Office Address: Office 1802, Emirates Financial Towers (South Tower), DIFC, Dubai, UAE
• Managing Partner: Tariq Al-Rashid
• Partner, Dispute Resolution: Leila Hatem
Al-Rashid Hatem & Associates is a well-regarded boutique dispute resolution firm with extensive experience in the recognition and enforcement of foreign arbitral awards in the UAE courts. Tariq Al-Rashid and Leila Hatem have been involved in several high-profile enforcement matters and are well-known to the Dubai Court of First Instance. Their expertise in navigating the DIFC/onshore interface — a particular consideration in this matter — is a key reason for their selection as local counsel.
Target filing date: 22 August 2024, subject to completion of translations and legalization of the requisite documents. If any documents are not yet complete by that date, ARH will advise on the possibility of filing the application with the completed documents and supplementing the record with additional documents as they become available.
The enforcement application will seek recognition and enforcement of LCIA Award No. 224718 against Korinthian DMCC as an entity within the KMH corporate group and/or as a party whose assets are available to satisfy the Award rendered against KMH. The application will present the grounds for enforcement under the New York Convention (Articles III and IV) and the UAE Arbitration Law (Article 53 of Federal Law No. 6 of 2018). The application will be accompanied by the full document package described in Section 4.1 above, including the certified Arabic translations of all filed documents.
The application will set out in detail the basis for the Award, the procedural history of the LCIA proceedings, the finality and binding nature of the Award, the satisfaction of both the reciprocity and commercial reservations to the New York Convention, and the absence of any grounds for refusal of enforcement under Article V of the Convention or Article 53(2) of the UAE Arbitration Law. The application will also address the relationship between KMH and Korinthian DMCC and the legal basis for enforcement against the subsidiary's assets, as discussed in Section 7 below.
5.2 Service on Korinthian DMCC
Service of the enforcement application on Korinthian DMCC will be effected through the Dubai court's process servers at Korinthian DMCC's registered address at Unit 3407, Almas Tower, JLT, Dubai, UAE.
JLT is an onshore free zone located within the territorial jurisdiction of the Dubai courts, and service at the registered address of a DMCC entity should be effective under the UAE Civil Procedure Law. Al-Rashid Hatem & Associates will confirm the precise service requirements under current practice, including any specific requirements for service on DMCC free zone entities and any alternative service methods that may be available or necessary if the registered address is found to be a virtual or unmanned office.
In the event that service at the registered address proves difficult, ARH will advise on alternative methods of service, including service through the DMCC authority, service at the entity's known operational premises, or service by publication if authorized by the court.
5.3 Expected KMH/Korinthian DMCC Defenses
Based on KMH's conduct in other jurisdictions — including the set-aside application filed in England under Sections 68 and 69 of the Arbitration Act 1996, and the opposition filed in Cyprus through Vassiliadis & Economou LLC — it is anticipated that Korinthian DMCC will contest the enforcement application in the UAE. The likely grounds of opposition, together with our assessment of each, are as follows:
Defense (a): Korinthian DMCC was not a party to the arbitration agreement or the LCIA proceedings.
This is the most significant potential defense. Korinthian DMCC will likely argue that the LCIA Award was rendered against KMH, not Korinthian DMCC, and that accordingly the Award cannot be enforced against Korinthian DMCC's assets. Korinthian DMCC is a separate legal entity from KMH, and the principle of separate corporate personality would ordinarily prevent enforcement against a non-party subsidiary's assets.
Counter-arguments: The enforcement application does not seek to hold Korinthian DMCC liable on the Award as a party. Rather, enforcement is sought against assets held by or for the benefit of KMH through its subsidiary. Several legal theories are available, including: (i) the corporate veil / single economic entity doctrine under UAE law, which permits the court to disregard the separate legal personality of a subsidiary where it is shown to be the alter ego of its parent, with no genuine separate existence or independent business purpose; (ii) agency, on the basis that Korinthian DMCC holds funds as agent for KMH; and (iii) garnishment of intra-group debts, on the basis that any sums owed by Korinthian DMCC to KMH can be garnished and applied in satisfaction of the Award. These theories are discussed in greater detail in Section 7 below. Hartwell Pemberton's analysis of fund flows and corporate structure will be critical in supporting these arguments.
Defense (b): Public policy.
Korinthian DMCC may invoke the public policy ground under Article V(2)(b) of the New York Convention / Article 53(2)(g) of the UAE Arbitration Law, arguing that enforcement would be contrary to the public policy of the UAE.
Counter-arguments: This defense is highly unlikely to succeed. The underlying dispute is purely commercial in nature, arising from time charter-party agreements for the chartering of dry bulk vessels. There is nothing in the subject matter of the dispute, the manner in which the arbitration was conducted, or the substance of the Award that would offend UAE public policy. The Dubai courts have consistently interpreted the public policy exception narrowly, in line with international practice, and have limited its application to cases involving violations of fundamental principles of UAE law, public morals, or sovereignty. The present case presents no such concerns.
Defense (c): Improper notice / inability to present case.
Korinthian DMCC may argue that it was not given proper notice of the arbitral proceedings or was otherwise unable to present its case (Article V(1)(b) of the New York Convention / Article 53(2)(b) of the UAE Arbitration Law).
Counter-arguments: This defense is entirely unfounded on the facts. The LCIA proceedings were fully contested over ten hearing days. KMH was represented throughout by experienced counsel (Harkness Whitford & Co.) and participated actively in all stages of the proceedings, including the submission of a detailed Statement of Defence and Counterclaim, the exchange of witness statements and expert reports, cross-examination of witnesses, and the submission of post-hearing briefs. There was no denial of due process, and the procedural record of the LCIA proceedings conclusively demonstrates that KMH had every opportunity to present its case.
Overall Risk Assessment. The risk of enforcement being refused is assessed as low. The LCIA Award is a final award from a well-respected international arbitral institution, rendered in London (a New York Convention contracting state), in proceedings where KMH was fully represented and participated. The Dubai courts have a well-established track record of enforcing New York Convention awards where the formal requirements are met and no valid Article V defense is established. The principal area of challenge will be the corporate veil / subsidiary enforcement issue, which is assessed as a moderate risk and is discussed further in Section 7 below.
5.4 Expected Timeline
The anticipated timeline for the enforcement application, from filing to enforcement order, is as follows:
• Filing: 22 August 2024 (target date)
• Service on Korinthian DMCC: within 1–2 weeks of filing
• Precautionary attachment (if sought simultaneously): could be granted within days of filing, potentially on an ex parte basis (see Section 6 below)
• First hearing / consideration by the court: typically within 4–8 weeks of filing, i.e., approximately October 2024
• Enforcement order: estimated within 2–3 months of filing, i.e., approximately October–November 2024 (subject to any opposition proceedings)
• If opposed: the timeline may extend by several weeks to accommodate opposition briefing and hearings; however, UAE courts generally do not entertain substantive re-examination of the merits and tend to resolve enforcement applications expeditiously
It should be noted that the Dubai courts operate on a judicial calendar that includes reduced activity during the month of Ramadan and national holidays. The timing of the present application (late August 2024) does not coincide with any anticipated calendar disruptions, and we do not expect calendar-related delays.
6. Precautionary Attachment of Korinthian DMCC Accounts
6.1 Legal Basis
Under the UAE Civil Procedure Law (Federal Law No. 11 of 1992, as amended by Federal Decree-Law No. 42 of 2022), a creditor may apply to the court for a precautionary attachment (hajz tahaffuthi) over the debtor's assets in order to preserve those assets pending the outcome of an enforcement application or other proceedings.
The precautionary attachment is a powerful provisional remedy that operates analogously to a freezing injunction or Mareva order in common law jurisdictions. It can be applied for before or simultaneously with the enforcement application, and it operates to freeze the identified assets in place, preventing the debtor from dissipating, transferring, or otherwise dealing with them.
To obtain a precautionary attachment order, the applicant must satisfy the following requirements:
(a) Prima facie debt: The creditor must demonstrate a prima facie debt owed by the debtor. In the present case, this requirement is amply satisfied by the LCIA Award, which constitutes a binding determination by a competent international arbitral tribunal that KMH owes TSL the sum of £108,600,000 (plus post-award interest).
(b) Risk of dissipation or concealment: There must be reasons to believe that the debtor may dissipate or conceal its assets, rendering the eventual enforcement of the award nugatory. This requirement is supported by substantial evidence of KMH's pattern of asset-shifting across jurisdictions in the period following the issuance of the Award. Hartwell Pemberton LLP's asset tracing work has documented movements of funds and corporate restructuring steps that are consistent with a deliberate strategy to place assets beyond the reach of enforcement creditors. This evidence formed the basis for the worldwide freezing order granted by Mr. Justice Ashworth in England and the freezing injunction granted in Cyprus.
(c) Identification of specific assets: The application must identify the specific assets to be attached. In the present case, the target assets are the bank accounts maintained by Korinthian DMCC at EGCB, as well as trade receivables and operational funds owed to Korinthian DMCC by sub-charterers and commercial counterparties in the UAE.
6.2 Target Assets
The precautionary attachment application will target the following categories of assets:
Primary target: All funds and balances standing to the credit of Korinthian DMCC in accounts held at Emirates Gulf Commercial Bank PJSC (EGCB), Dubai branch at Gate Village 3, DIFC, Dubai. This includes current accounts, deposit accounts, call accounts, and any other accounts maintained by Korinthian DMCC at EGCB, in any currency.
Secondary target: Trade receivables and operational funds owed to Korinthian DMCC by sub-charterers, suppliers, and commercial counterparties in the UAE. Korinthian DMCC's role as KMH's operational hub for Arabian Gulf activities means that it generates and receives regular cash flows from chartering, freight, and demurrage receivables. These receivables are attachable under UAE law to the extent they are owed by UAE-based or UAE-reachable counterparties.
Hartwell Pemberton LLP's preliminary findings, as set out in the HP Report dated 15 August 2024, indicate that material funds flow through the EGCB accounts on a regular basis, consistent with Korinthian DMCC's role as a commercially active entity. The HP Report identifies patterns of incoming payments from sub-charterers and outgoing payments to operational counterparties (port agents, bunker suppliers, crewing agencies, etc.) that suggest meaningful balances are maintained in the accounts at any given time. While the precise quantum of recoverable assets cannot be confirmed without the disclosure that will accompany the attachment order, HP's estimates suggest that the balances are sufficiently meaningful to justify the cost and effort of the UAE enforcement strategy.
6.3 Procedure
The precautionary attachment application will be filed by Al-Rashid Hatem & Associates simultaneously with or immediately following the enforcement application. The target date for filing both applications is 22 August 2024.
The court may grant the precautionary attachment on an ex parte basis if the applicant demonstrates sufficient urgency and risk of dissipation. Given the evidence of KMH's post-award asset-shifting conduct — as documented by Hartwell Pemberton and as accepted by Mr. Justice Ashworth in granting the worldwide freezing order in England — there is a strong basis for seeking an ex parte attachment order.
Upon the grant of the attachment order, the order will be served on EGCB, which will be required to:
(i) Freeze all accounts held by Korinthian DMCC at the Dubai branch, preventing any debits, transfers, or withdrawals from the accounts;
(ii) Disclose to the court the balances standing to the credit of the identified accounts as at the date of service of the order; and
(iii) Retain the frozen funds pending further order of the court.
The attachment order will also be served on Korinthian DMCC at its registered address at Unit 3407, Almas Tower, JLT, Dubai.
Note on DIFC/onshore interface: As noted in Section 3.4 above, EGCB's Dubai branch is located at Gate Village 3, within the DIFC. This raises the question of whether an attachment order issued by the onshore Dubai Court of First Instance can be served on and enforced against a bank branch located within the DIFC.
Under the DIFC's jurisdictional framework, the DIFC Courts have exclusive jurisdiction over matters within the DIFC, and entities operating within the DIFC are generally not subject to the direct jurisdiction of the onshore Dubai courts. However, a well-established mechanism exists for the enforcement of onshore court orders within the DIFC: the "conduit jurisdiction" mechanism, pursuant to which an onshore court order is "passed through" the DIFC Courts for recognition and enforcement within the DIFC.
If EGCB raises jurisdictional objections regarding the service of an onshore court attachment order on its DIFC-located branch, a conduit application to the DIFC Court may be required. This would involve filing a short application with the DIFC Court for recognition of the onshore attachment order and its enforcement within the DIFC. The conduit mechanism has been applied in several prior cases and, while it adds a procedural step, should not present a substantive obstacle.
Al-Rashid Hatem & Associates will be instructed to advise on current practice regarding the conduit mechanism and to prepare the necessary applications proactively, so that any conduit application can be filed promptly if required. We anticipate that ARH will be able to provide definitive guidance on this point within the first days following filing.
Target: Precautionary attachment granted by approximately 28 August 2024.