Dr Morteza Rajabieslami v Mr Sam Tariverdi

JurisdictionEngland & Wales
JudgeMr Justice Bright
Judgment Date08 May 2024
Neutral Citation[2024] EWHC 1030 (Comm)
CourtKing's Bench Division (Commercial Court)
Docket NumberCase No: CL-2022-000412
Between:
Dr Morteza Rajabieslami
Claimant
and
(1) Mr Sam Tariverdi
(2) Melousa Inc
(3) Passa Navigation Inc
Defendants

[2024] EWHC 1030 (Comm)

Before:

Mr Justice Bright

Case No: CL-2022-000412

IN THE HIGH COURT OF JUSTICE

KING'S BENCH DIVISION

BUSINESS AND PROPERTY COURTS OF ENGLAND AND WALES

COMMERCIAL COURT

Royal Courts of Justice, Rolls Building

Fetter Lane, London, WC4A 1NL

Max Davidson (instructed by Stephenson Harwood Middle East LLP) for the Claimant

The Defendants were not represented

Hearing dates: 23, 24 April 2024

Approved Judgment

This judgment was handed down remotely at 10:00am on 08/05/24 by circulation to the parties' representatives by e-mail and by release to the National Archives.

Mr Justice Bright

I: Introduction

1

These proceedings concern the circumstances surrounding the sale of the oil tanker M/T “ARINA” with IMO number 9189952 (“the Vessel”, re-named “ARIANA” shortly before the sale). The claim is one for breach of trust and/or breach of contract, alternatively in unjust enrichment.

2

In summary, the Claimant, Dr Morteza Rajabieslami (“Dr Rajabieslami”) alleges that the Defendants, Mr Sam Tariverdi (“Mr Tariverdi”) and two companies owned or controlled by Mr Tariverdi, namely Melousa Inc and Passa Navigation Inc, acted in breach of trust by refusing to carry out his instructions and by selling the Vessel to a third party, Last Voyage DMCC on 9 March 2022.

3

Dr Rajabieslami seeks compensation for the value of the Vessel as at 9 March 2022, an account of profits from unauthorised use of the Vessel from 27 November 2021 to December 2021, and the profits which would have been earned from January 2021 to 9 March 2022.

II: Relevant Persons

4

Dr Rajabieslami is a businessman involved in the energy sector. He was originally from Iran but is now a national of St Kitts & Nevis and has been primarily resident in Qatar since 2017. He provided a witness statement and also attended court to give live evidence.

5

Dr Rajabieslami is a long-time associate of a Ms Mahdieh Sanchouli (“Ms Sanchouli”), who describes herself as an Iranian oil and gas trader and is resident in the UAE. Dr Rajabieslami's case is that he was at all relevant times acting for and on behalf of Ms Sanchouli. That relationship is, however, largely irrelevant for present purposes except by way of background, because Dr Rajabieslami is bringing the claim against the Defendants in his own name. Nevertheless, Ms Sanchouli provided a witness statement and gave evidence remotely from Dubai.

6

Mr Tariverdi appears to be resident in the UK and Greece. He is described as having experience of managing ships, and he is the CEO of Saint James Shipping Ltd (“Saint James”), a Marshall Islands ship management company. He also owns and controls Melousa and Passa Navigation, two Liberian companies who are the Second and Third Defendants.

7

Mr Panagiotis Postantzis (“Mr Postantzis”) is the Managing Director of Saint James. The correspondence I have seen shows that he was actively involved in matters relating to the Vessel: he participated in discussions about the purchase of the Vessel, frequently sent emails on behalf of Saint James, and was in contact with Ms Sanchouli over Whatsapp.

8

Mr Arash Forouhar (“Mr Forouhar”) is an Iranian national who now works and lives in Greece. He served a witness statement in support of Dr Rajabieslami in these proceedings and gave evidence via video link from Greece. He had longstanding personal relationships with Dr Rajabieslami and with Mr Tariverdi, though the latter relationship has since broken down.

9

Dr Rajabieslami was represented by Mr Max Davidson, instructed by Stephenson Harwood Middle East LLP.

10

The Defendants were previously represented by Waterson Hicks. As explained later in this judgment, the Defendants were debarred from defending the claim, because of their failure to comply with an unless order dated 6 October 2023. Their Defence, served by Waterson Hicks on 13 October 2022, was struck out. Waterson Hicks stopped acting on 16 October 2023.

11

The Defendants attended the hearing (remotely), in the person of Mr Tariverdi, but his involvement on their behalf was limited, in consequence of the order debarring them from defending.

III: Purchase of the Vessel

12

According to Dr Rajabieslami, towards the end of 2018, Ms Sanchouli was looking to purchase oil tankers to support her oil trading business, and she asked Dr Rajabieslami to look for a suitable ship to buy on her behalf. He approached several shipping brokers. In January 2019, he was introduced to Mr Tariverdi by Mr Forouhar, who thought that Dr Rajabieslami and Mr Tariverdi could do business together. Dr Rajabieslami and Mr Tariverdi had their first meeting in Athens at the Marriott Hotel on 3 February 2019. Mr Postantzis and Mr Forouhar also attended.

13

At the meeting Dr Rajabieslami and Mr Tariverdi discussed the practicalities of purchasing, managing and operating an oil tanker. They also discussed the possibility of mortgaging it, to obtain financing for purchases of more ships. Following this meeting, Mr Tariverdi became closely involved in the purchase of the Vessel. He was copied into emails relating to the purchase, and Dr Rajabieslami instructed a lawyer who was recommended by Mr Tariverdi, Mr John Hicks (“Mr Hicks”) of Waterson Hicks.

14

At some point, the subject Vessel emerged as a suitable possibility, at this point called the M/T “VERMILION ENERGY”. While discussions with the seller of the Vessel were ongoing, a Special Purpose Vehicle (“SPV”) called Desero Shipping Corporation (“Desero”) was incorporated in Liberia on 25 February 2019 via a Greek law firm, Sioufas. Dr Rajabieslami was at this point the sole shareholder and director of Desero. It was intended by all parties that the Vessel was to be owned by Desero. Desero was ultimately inserted into the purchase contract as the buyer of the Vessel, with Bawakher Al Duqm Co. (“Bawakher”), an Omani company owned and controlled by Dr Rajabieslami, as guarantor.

15

On 18 March 2019, Bawakher and Desero each concluded a Management Agreement with Saint James whereby Saint James was appointed the technical and commercial manager of the Vessel in exchange for a management fee of US$ 8,000 per day.

16

The purchase of the Vessel was completed on 18 April 2019, allegedly with funds provided by Ms Sanchouli. The Vessel was delivered to Desero and renamed M/T “ARINA”.

IV: Meeting 18 April 2019

17

Dr Rajabieslami's evidence was that he, Mr Tariverdi, Mr Postantzis, and Ms Victoria Anagnostou (“Ms Anagnostou”) met in person at Mr Forouhar's office in Athens later on 18 April 2019. Ms Anagnostou was a Greek lawyer at AV Law Firm, based in Athens. Dr Rajabieslami was introduced to her by Mr Tariverdi.

18

At this meeting, Mr Tariverdi explained the structure of the arrangement going forward, and Ms Anagnostou explained the legal aspects of it. It appears that this meeting was conducted in English, this being the only language common to all the participants, although it was not the first language for any of them. Three sets of documents were allegedly signed: a Declaration of Trust, a Financial Advisory Agreement, and an Indemnity to the Nominee Shareholder. It seems that the documents were drafted by Ms Anagnostou.

19

The relevant parts of the Declaration of Trust are:

THIS DEED OF TRUST is made on the 18 th April, 2019 BY AND BETWEEN Mr. SAM TAVIVERDI [sic] … hereinafter called “the Trustee”) of the one part and Mr. MORTEZA RAJABIESLAMI … (hereinafter called “the Beneficiary”) of the other part,

WHEREAS the Trustee will be acting as the Director and Shareholder of the Company or in such other role of equal status and of an executive nature as the Company as may be from time to time required and agreed…

WHEREAS the Trustee will be the holder of all issued share capital of One Hundred 100 shares numbered 1 to 100 (hereinafter called the “Shares”) in DESERO SHIPPING CORPORATION…

AND WHEREAS the Shares, held by the Trustee have in fact been paid by and belong to and are the sole property of the Beneficiary.

NOW THEREFORE THIS DEED WITNESSETH as follows:

1. The appointment of the Trustee in the position of the Director and Shareholder of the Company is made solely and exclusively for the purpose of enabling the Company to get financing sources through the Trustee, latter being already successfully involved and operating in the shipping industry and presently highly experienced in the operations and management of vessels, maintaining strong worldwide connections.

2. …

3. The Trustee does hereby declare that he holds the Shares (as registered shareholder or otherwise) as well as all dividends and profits accrued or to be accrued and distributed in respect of the shares, in trust for and on behalf of the Beneficiary and the Beneficiary's successors or assigns…

20

There were three signature lines at the end of the Declaration of Trust, the first marked for Mr Tariverdi, the second for Ms Anagnostou (as a witness) and the third for Dr Rajabieslami. The signed document produced and relied on by Dr Rajabieslami has only two signatures: Mr Tariverdi signed on the line designated for Ms Anagnostou, Ms Anagnostou did not sign, and Dr Rajabieslami signed on the correct line.

21

The structure according to the Declaration of Trust was simple. It stated that all the shares in Desero held by Dr Rajabieslami would be held by Mr Tariverdi, who would hold them on bare trust for Dr Rajabieslami. It also stated that Mr Tariverdi would act as director of Desero, and that his appointment as director and shareholder was solely and exclusively to enable Desero to get financing.

22

This arrangement would have reflected the understanding reached at the 3 February 2019 meeting. However, all parties agree that no trust was constituted on 18 April 2019. The shares in Desero were not transferred...

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