Subject: RE: MT MISCA- CP dated 08.08.2023 - WITHOUT PREJUDICE
From: <[email-masked]>
To: <[email-masked]>, "'Tetis Global'" <[email-masked]>
Cc: "'hosseini'" <[email-masked]>, <[email-masked]>, <[email-masked]>, "'md'" <[email-masked]>
Date: Wed, 11 Oct 2023 09:17:15 +0330

Dear Captain

We only agree on the demurrage for up to sep 3th total 960 k and down 
payments

Already paid

Pls do your best to close it as above

Very best regards

Operation team

From: [email-masked] [mailto:[email-masked]]
Sent: Tuesday, October 10, 2023 9:02 PM
To: [email-masked]; Tetis Global <[email-masked]>
Cc: hosseini <[email-masked]>; [email-masked]; 
[email-masked]; MD <[email-masked]>; md <[email-masked]>
Subject: Fwd: MT MISCA- CP dated 08.08.2023 - WITHOUT PREJUDICE

Dera Mr Hosseini,

Please find below email received from owner of Misca lawyer through broker.

Owner is calculating his lost 3,810,000 USD!!

The owner’s lawyer is asking for 2 M USD in addition to 10% which we have 
already paid to them for settlement!!

Best Regards

Capt. Ali

Begin forwarded message:

From: <[email-masked] <mailto:[email-masked]> >

Subject: FW: MT MISCA- CP dated 08.08.2023 - WITHOUT PREJUDICE

Date: 10 October 2023 at 8:11:18 PM GST

To: "'misca Misca'" <[email-masked] 
<mailto:[email-masked]> >

Dear Sirs,

Good evening.

Following received.

Best Regards

From: Electra Panayotopoulos < 
<mailto:[email-masked]> 
[email-masked]>
Sent: Tuesday, October 10, 2023 7:06 PM
To: Damayanti Sen < <mailto:[email-masked]> 
[email-masked]>
Cc:  <mailto:[email-masked]> [email-masked]; Alessandro 
Tricoli < <mailto:[email-masked]> 
[email-masked]>
Subject: RE: MT MISCA- CP dated 08.08.2023 - WITHOUT PREJUDICE

WITHOUT PREJUDICE

Dear Sirs,

We write further to our message below and write with Owners’ preliminary 
calculation of damages with a view to closing the matter as soon as 
possible.

Owners calculate their losses arising from Charterers’ repudiatory 
breach/failure to provide a cargo as follows:-

*	Positioning cost bunkers from East Coast India to Basrah: 3,160 miles, 12 
days x 50 Mt x USD 650 pmt = USD 390,000

*	Positioning cost time from East Coast India to Basrah: 12 days x USD 
60,000 per day = USD 720,000

*	NOR tendered on 20th August so time lost: 45 days x = USD 2,700,000.

The fixture obtained by Owners for 7-10 October has avoided expensive 
repositioning costs from opl Basrah to Singapore (15 days, x 50 Mt per day X 
650 pmt = USD 487,500 plus 15 days of time x USD 60,000 = USD 900,000).

Owners’ claim therefore totals USD 3,810,000 plus interest and costs and is 
the minimum amount Owners can expect to recover in arbitration. As 
previously indicated to Charterers in direct w/p exchanges, Owners would be 
willing to accept the sum of USD 2,000,000 in addition to the USD 450,000 
already received from Charterers to close the matter.

As to the demurrage rate which Charterers seek to challenge although it was 
expressly agreed by the parties and recorded in a clean Recap.  When Owners 
fixed the Charterparty they had also been offered another high value cp. 
Instead, they decided to fix with Charterers.  It is not correct to assert 
that this fixture was the only one with a USD 60,000 demurrage rate, 
everything else being at USD 25,000.

Finally, if Charterers had cancelled the cp within a few days after fixing 
rather than over two weeks after the Vessel had arrived Basrah, the loss to 
Owners would have been significantly less, as it would have allowed them to 
explore other alternatives.

We trust that the above calculations are clear. We look forward to hearing 
from Charterers with the acceptance of Owners’ generous settlement proposal.

This offer reflects Owners’ wish to establish a long-term relationship and 
is a commercial proposal significantly more generous than Owners can expect 
to recover in London arbitration.

We look forward to receiving Charterers’ response no later than cob 12th 
October 2023.

All Owners’ rights and remedies remain fully reserved.

Kind regards,

Electra Panayotopoulos

T:  <tel:+442037718869> +30 210 461 7999

M:  <tel:+306949240916> +30 6949 240 916

 <https://www.shoresidelaw.com/> www.shoresidelaw.com

Panayotopoulos & Primikiris Law Firm – Regulated by the Piraeus Bar
41 Agiou Dimitriou str., 185 46, Piraeus, Greece

The contents of this email are confidential and may be protected by legal 
privilege. If you are not the intended recipient, please notify us as soon 
as possible: you should not copy, forward, disclose or use the contents. 
Shoreside Law Ltd is registered in England & Wales No. 09478922. VAT No: 217 
146 917. Registered Office: 11 The Timber Yard, Drysdale Street, London N1 
6ND. Shoreside Law Ltd is authorised by the Solicitors Regulation Authority 
(ID 623018).

From: Electra Panayotopoulos
Sent: Wednesday, October 4, 2023 9:18 PM
To: Damayanti Sen < <mailto:[email-masked]> 
[email-masked]>
Cc:  <mailto:[email-masked]> [email-masked]; Alessandro 
Tricoli < <mailto:[email-masked]> 
[email-masked]>
Subject: RE: MT MISCA- CP dated 08.08.2023

Dear Sirs,

Further to our message below and as a result of Owners’ efforts, it appears 
that a fixture has now been found for the Vessel. In mitigation of their 
losses, Owners hereby accept Charterers’ repudiatory breach and treat the 
Charterparty as terminated with immediate effect.

We will revert further with full particulars of Owners’ losses as accrued to 
date.

Kind regards,

Electra Panayotopoulos

T:  <tel:+442037718869> +30 210 461 7999

M:  <tel:+306949240916> +30 6949 240 916

 <https://www.shoresidelaw.com/> www.shoresidelaw.com

Panayotopoulos & Primikiris Law Firm – Regulated by the Piraeus Bar
41 Agiou Dimitriou str., 185 46, Piraeus, Greece

The contents of this email are confidential and may be protected by legal 
privilege. If you are not the intended recipient, please notify us as soon 
as possible: you should not copy, forward, disclose or use the contents. 
Shoreside Law Ltd is registered in England & Wales No. 09478922. VAT No: 217 
146 917. Registered Office: 11 The Timber Yard, Drysdale Street, London N1 
6ND. Shoreside Law Ltd is authorised by the Solicitors Regulation Authority 
(ID 623018).

From: Electra Panayotopoulos
Sent: Wednesday, October 4, 2023 7:47 PM
To: Damayanti Sen < <mailto:[email-masked]> 
[email-masked]>
Cc:  <mailto:[email-masked]> [email-masked]; Alessandro 
Tricoli < <mailto:[email-masked]> 
[email-masked]>
Subject: RE: MT MISCA- CP dated 08.08.2023

Dear Sirs,

Thank you for your message below which we have now discussed with our 
clients.

As evidenced by your own message, the arguments presented are in the realm 
of fantasy, as demonstrated by your repeated references to “implied” and 
“implications”. The parties’ agreement is reflected in their Recap which 
records nothing about agreement to share the risk of cargo being 
unavailable. A shipowner cannot be expected to commit to a fixture unless 
the charterer commits to provide a cargo. No implication is to be drawn as 
to the Charterparty being “conditional” on the Charterer finding a cargo. To 
suggest that shipowners must commit their asset (the Vessel) in the hope 
that Charterers will find a cargo that will allow Owners to earn their 
freight is nonsensical and has no prospects of success under English law.

We would also remind you that where one party repudiates a contract under 
English law, the innocent party is notrequired to accept the repudiation and 
terminate the contract (see for example, the Aquafaith, [2012] EWHC 1077 
(Comm)). The Vessel has been waiting for Charterers to load a cargo. Despite 
their best efforts, no suitable replacement fixture has been found, so the 
Charterparty remains in effect.

If Charterers require the Charterparty to be formally terminated, Charterers 
are invited to make their best offer for consideration by the Owners. If 
agreement is reached in respect of Owners’ losses to date, the Charterparty 
can finally be terminated by consent. Until agreement is reached, Owners’ 
rights remain reserved.

Owners look forward to hearing from Charterers with a positive and realistic 
proposal so that the termination which Charterers seek can be agreed.

Kind regards,

Electra Panayotopoulos

T:  <tel:+442037718869> +30 210 461 7999

M:  <tel:+306949240916> +30 6949 240 916

 <https://www.shoresidelaw.com/> www.shoresidelaw.com

Panayotopoulos & Primikiris Law Firm – Regulated by the Piraeus Bar
41 Agiou Dimitriou str., 185 46, Piraeus, Greece

The contents of this email are confidential and may be protected by legal 
privilege. If you are not the intended recipient, please notify us as soon 
as possible: you should not copy, forward, disclose or use the contents. 
Shoreside Law Ltd is registered in England & Wales No. 09478922. VAT No: 217 
146 917. Registered Office: 11 The Timber Yard, Drysdale Street, London N1 
6ND. Shoreside Law Ltd is authorised by the Solicitors Regulation Authority 
(ID 623018).

From: Damayanti Sen < <mailto:[email-masked]> 
[email-masked]>
Sent: Wednesday, September 27, 2023 3:25 PM
To: Electra Panayotopoulos < 
<mailto:[email-masked]> 
[email-masked]>
Cc:  <mailto:[email-masked]> [email-masked]; Alessandro 
Tricoli < <mailto:[email-masked]> 
[email-masked]>
Subject: MT MISCA- CP dated 08.08.2023
Importance: High

To: M/s Shoreside Law, Lawyers instructed by Arve Shipping Inc., Owners of 
the M/T MISCA

[Kind Attn: Electra Panayotopoulos < 
<mailto:[email-masked]> 
[email-masked]>]

CC: Brokers (with a request that this message be passed on)

Dear Sirs,

Sub: MT MISCA- CP dated 08.08.2023 (the “Charterparty”)

We write in reference to the captioned matter and further to your messages 
of 12 September 2023 and 25 September 2023.

We are UAE lawyers instructed by the Charterers, M/s Xinhua Shipping LLC and 
upon their instructions address you as follows:

1.	At the outset, the contents of your messages referred to above are denied 
and disputed in their entirety. The claim put forth by your Clients is 
fallacious and untenable both under law and on the particular facts of this 
dispute and all of Charterers’ rights in law and under the Charterparty 
remain expressly reserved.

2.	To recap the position, parties entered into the present fixture with open 
eyes and knowing full well the inherent nature and associated risks of the 
business being undertaken by way of the present fixture. At all times, your 
clients were well aware of the possibility of cargo being unavailable and in 
fact chose to charge a premium/markup on the freight and demurrage for this 
voyage to cover such risk. It was therefore implied in the peculiar terms of 
the fixture, that availability of the cargo was a precondition to the 
Charterparty. In other words, the Charterparty was conditional upon the 
Charterer obtaining cargo for the agreed loading period, and failure to so 
obtain cargo relieved parties of their obligations conditionally agreed.

3.	Without prejudice to the above, our Clients unequivocally advised Owners’ 
as far back as 5 September 2023 that cargo was unavailable thereby releasing 
the Vessel and cancelling the Charterparty. Implicit within that 
termination, was notice to your clients that it had become impossible for 
Charterers, for reasons wholly beyond their control, to obtain a cargo of 
the type agreed between parties for this fixture, at the agreed loading 
port, and that therefore, the Charterparty had become frustrated. By virtue 
of such frustration, the obligation (if any) on Charterers to provide cargo 
was excused and consequently the question of a breach of that obligation can 
not and does not arise.

4.	Even assuming (without admission) that Charterers were in breach of their 
obligation (if any) to provide cargo, Owners themselves have recognised in 
their various messages (including your last message of 12 September) that 
such alleged breach would amount to a repudiation of the Charterparty.

5.	In circumstances where Owners’ case (pitched at the highest) is that 
Charterers have breached their obligation to provide cargo, we simply do not 
understand Owners’ unreasonable stance in refusing to accept such breach and 
insisting (without any legal basis whatsoever) that the Charterparty be 
performed. Owners cannot on one hand allege repudiatory breach of the 
contract and seek damages and in the same breath turn around and ask 
Charterers to perform the Charterparty.

6.	The position is quite simple- on 5 September 2023, our Clients 
categorically and unequivocally advised Owners that they were releasing the 
Vessel and cancelling the Charterparty. Without prejudice to the points made 
above and, on a demurrer, that notice by itself ought to have clearly shown 
Charterers’ alleged renunciation of the contract. On 7 September 2023, 
Owners brought (an extremely inflated) claim in damages for such alleged 
repudiatory breach whilst rejecting the termination, a position which by 
itself is inconsistent and paradoxical. This has been Owners’ tactic 
throughout this rather unfortunate commercial relationship- we can only 
speculate that Owners expect to use this as a method of arm-twisting to 
negotiate their alleged damages claim. Owners would be well advised and are 
hereby put on notice that Charterers will simply not stand for this and are 
well prepared to defend their position.

7.	Unfortunately for Owners’ they cannot choose to have their cake and eat 
it too. If their position is the cargo was not loaded within the laydays and 
therefore Charterers are in breach (a position, they accepted in reply to 
Charterers’ cancellation of 5 September 2023) they must accept such breach 
and elect to terminate the Charterparty.

8.	The law of damages is well settled especially in circumstances where, as 
the Owners appear to allege in this case (an allegation which is not 
admitted), the lack of cargo does not prevent laytime from commencing. Even 
on Owners’ best case, Charterers’ liability if any will simply be for 
demurrage if they fail to load within the laydays. Given Charterers’ 
unequivocal notice to Owners and the substantial delay which clearly shows 
that the adventure has been frustrated, Owners’ ought to understand that the 
Charterparty stands cancelled as of the date of Charterers notice of such 
frustration leading to cancellation i.e. 5 September 2023 and any alleged 
claim for demurrage would be (even at best) till such notice of 
cancellation.

9.	You have no doubt advised Owners’ and we take this opportunity to remind 
them that Owners are under a strict duty to mitigate any alleged damages. We 
were quite taken aback to learn that inspite of Owners’ having been put on 
notice as far back as 5 September 2023 that the Charterparty stood 
frustrated and cancelled, the Vessel is till date tendering NOR thereunder. 
We are well aware that there are and have been alternate fixtures available 
in the market in this entire period, and Owner’s conduct including their 
choice to ignore their duty to mitigate in order to maintain their untenable 
position, will of course be clear evidence in any ultimate damages claim 
that they may choose to bring and Charterers’ rights in this regard remain 
expressly and fully reserved.

10.	Similarly, Charterers’ position as regards the advance freight of 10% 
paid to Owners remains reserved.

11.	Notwithstanding the above and simply as a gesture of goodwill and to 
close this unfortunate chapter so that parties can move forward with their 
respective businesses, Charterers are prepared to negotiate on a commercial 
basis if Owners’ put forward a realistic quantification of their alleged 
damages. Needless to say, this will be wholly without prejudice to all of 
Charterers’ rights, contentions and defences which remain fully reserved. We 
should however point out that sticking to their untenable position or 
presenting an unsupportable and excessively inflated claim (as the Owners 
have sought to do) without any evidence of mitigation whatsoever, is 
singularly unhelpful to resolving the issue and does not take matters 
forward at all.

12.	Our Clients rights and remedies under contract and in law remain 
expressly reserved.

13.	We are also sending this message through the broking channel and request 
Brokers to confirm once this has been passed on.

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