ALPHARD MARITIME LTD. Vs. SAMSON MARITIME LIMITED

JUDGEMENT

(1.) This is a Petition filed under Sec. 9 of the Arbitration and Conciliation Act, 1996 ("the Act") seeking urgent interlocutory reliefs pending arbitration in connection with disputes and differences between the parties under a 'Settlement Agreement' dated September 16, 2024 (" Settlement Agreement") executed between the Petitioner, Alphard Maritime Ltd. ("Alphard"), Respondent No. 1, Samson Maritime Ltd. (" Samson") and Respondent No. 2, Underwater Services Company Ltd. (" Underwater").

(2.) Respondent No. 3, J.M. Baxi Marine Services Private Limited (" Baxi") is an entity to which the entire shareholding in Underwater is sought to be transferred by Samson. Alphard contends that such transfer is violative of Samson's commitments to Alphard under the Settlement Agreement, and therefore seeks temporary interdiction of such transfer pending commencement of arbitration.

(3.) An overview of the bargain between the parties would be in order. In Recitals A, B and C of the Settlement Agreement, breaches by Samson in obligations owed to Alphard in past transactions are recorded. For breach of a covenant to deliver an encumbrance-free vessel under a Memorandum of Agreement dated September 25, 2023 ("2023 MOA"), Samson was to pay Alphard USD 4 million. On January 25, 2024, the parties executed a Memorandum of Understanding for Alphard to acquire 100% shareholding in Underwater from Samson and nine vessels owned by Underwater (" 2024 MOU"), which was not complied with by Samson. In April 2024, these three parties executed another tripartite agreement relating to dues owed to Alphard for a charter hire of a vessel, in the sum of USD 2.5 million payable by Samson to Alphard ("April 2024 Agreement").