Sea Trade Mar. Corp. v. Coutsodontis
| Decision Date | 25 July 2011 |
| Docket Number | 09 Civ. 488 (BSJ)(HBP) |
| Parties | SEA TRADE MARITIME CORPORATION and GEORGE PETERS, Plaintiffs, v. STELIOS COUTSODONTIS, FRANCESA ELENI COUTSODONTIS, GENERAL MARITIME ENTERPRISES CORPORATION, ATTIKA INTERNATIONAL NAVIGATION SA, and IASON SHIPPING LTD., Defendants. |
| Court | U.S. District Court — Southern District of New York |
I. Introduction
By notice of motion dated February 11, 2011 (Docket Item 27), plaintiffs Sea Trade Maritime Corporation ("Sea Trade") and George Peters move for an Order disqualifying counsel Poles Tublin Stratakis & Gonzalez, LLP ("Poles Tublin") from representing defendant Stelios Coutsodontis. For the reasons set forth below, the motion is granted in part. Within ten days from the date of this Order, plaintiffs are directed to identify no more than two Poles Tublin attorneys that they wish to call to testify on the issue of the advice of counsel defense asserted by Coutsodontis with respect to the arrests of the cargo shipAthena. Upon being identified, these attorneys will be disqualified.
II. Facts
Since 2005, the parties have filed numerous state, federal and international lawsuits with respect to the ownership of plaintiff Sea Trade. For the sake of brevity, I shall recite only the facts necessary to an understanding of the present motion.
Plaintiff Sea Trade is a maritime shipping company whose principal asset was the cargo ship Athena, which was sold in February 2009 . Defendant Stelios Coutsodontis owns fifty percent of the shares of Sea Trade, although plaintiffs have appealed a judgment in Greece recognizing his ownership (Amended Compl. at ¶¶ 15, 61-62). Coutsodontis is the uncle of plaintiff George Peters, who is an undisputed part-owner of Sea Trade (Amended Compl. at ¶ 13; Affirmation of Scott R. Johnston, dated March 4, 2011 ("Johnston Aff.") (Docket Item 37), at ¶ 5). Coutsodontis is the brother of Anna Peters, George Peters' mother, and Athena Eliades, thedeceased widow of Sea Trade founder Elias Eliades (Amended Compl. at ¶ 13; Johnston Aff. at ¶ 1).
of Sea Trade
In or about July 1992, Elias Eliades formed Sea Trade under the laws of the Republic of Liberia, and the company issued 500 "bearer" shares -- 475 to Elias Eliades, and 25 to George Peters (Amended Compl. at ¶¶ 29-30). Sea Trade's Articles of Incorporation stated that no shareholder could "sell, assign, transfer or otherwise dispose of" any shares to a non-shareholder without the "unanimous written consent of all the other shareholders" (Amended Compl. at ¶ 31; Ex. M, annexed to Declaration of Peter A. Halprin, dated February 11, 2011 ("Halprin Decl.") (Docket Item 29)). On August 18, 1992, George Peters took control of Sea Trade's day-to-day operations through a written power of attorney (Amended Compl. at ¶ 34). On or about December 10, 1992, Sea Trade purchased the Athena (Amended Compl. at ¶ 35). On or about July 24, 1994, Elias Eliades cancelled the 475 bearer shares he owned and redistributed them as follows: 300 to himself, 150 to Anna Peters and 25 to George Peters (Amended Compl. at ¶¶ 37-38). At the time of his death in September 1996, Elias Eliades held 300 shares, Anna Peters held 150 shares andGeorge Peters held 50 shares of Sea Trade (Amended Compl. at ¶¶ 38-39).
When Elias Eliades died, his wife, Athena Eliades, inherited his 300 shares (Amended Compl. at ¶ 39). On August 2, 2000, Athena Eliades attempted to execute a holographic will that stated she owned 500 shares of Sea Trade and was devising 250 shares each to Anna Peters and Coutsodontis. Coutsodontis v. Peters, 11 Misc. 3d 1066(A), 816 N.Y.S.2d 694, 2006 WL 721255 at *1 (Sup. Ct. Feb. 1, 2006) (unpublished) (citation omitted). Plaintiffs claim that Athena Eliades was coerced into drafting the holographic will by Coutsodontis, who they claim was unaware that she only owned 300 shares (Amended Compl. at ¶¶ 42-46). Defendants deny that any coercion occurred (Answer, dated August 19, 2010 (Docket Item 19) at ¶¶ 44-45).
In any event, Athena Eliades drafted a second holographic will on September 14, 2000, devising 250 of her 300 shares to Coutsodontis and the remaining 50 shares to Anna Peters . Plaintiffs also allege this will was executed through coercion, which defendantsdeny (Amended Compl. at ¶ 49; Answer at ¶ 49). Athena Eliades died on January 7, 2003 (Amended Compl. at ¶ 51). Following her death, Coutsodontis and Anna Peters retrieved the Sea Trade shares from a safe and took possession of 250 shares and 50 shares, respectively (Amended Compl. at ¶¶ 53-54).
of Lawsuits
in Greece
and New York
In early 2005, the parties sought declaratory judgments in different courts. In January 2005, Anna Peters commenced an action in Greek court seeking, inter alia, a declaratory judgment that Athena Eliades' holographic wills "were null and void because of fraud." Coutsodontis v. Peters, supra, 2006 WL 721255 at *2. On February 9, 2005, Coutsodontis commenced an action in the Supreme Court of the State of New York seeking a declaratory judgment that he was the rightful owner of 250 shares of Sea Trade as a result of an inter vivos gift from Athena Eliades (Amended Compl. at ¶ 55; Coutsodontis v. Peters, supra, 2006 WL 721255 at *2). Although Anna Peters withdrew the action in Greece after Coutsodontis filed the New York action, she subsequently commenced a second action in Greece for the same relief. Coutsodontis v. Peters, supra, 2006 WL 721255 at *2.Coutsodontis filed a counterclaim in Greece (Ex. B, annexed to Johnston Aff., at 1).
On February 1, 2006, the Honorable Herman Cahn, Justice of the New York Supreme Court, New York County, held that the validity of Athena Eliades' holographic wills was "better left to the Greek courts." Coutsodontis v. Peters, supra, 2006 WL 721255 at *2. However, Justice Cahn dismissed Coutsodontis' complaint for failure to state a claim, because Athena Eliades' writings were "not evidence of an inter vivos gift." Coutsodontis v. Peters, supra, 2006 WL 721255 at *2.
On January 16, 2009, the Multi-Member Court of First Instance of Athens held that Athena Eliades' holographic wills were valid and enforceable and that Coutsodontis was the rightful owner of 250 shares of Sea Trade (Ex. B, annexed to Johnston Aff., at 5-6). Plaintiffs have appealed that decision (Amended Compl. at ¶ 61).
the Athena
On or about July 10, 2008, Coutsodontis brought an ex parte petition in a court in Tarragona, Spain, for the arrest of the Athena (Amended Compl. at ¶¶ 63-64). The Athena was arrested and confined to port on the same date (Amended Compl. at ¶ 65).On or about August 4, 2008, a Spanish court vacated the arrest, holding that the true dispute was over ownership in shares of Sea Trade, which was not sufficient to support the arrest of the Athena (Amended Compl. at ¶ 66; Decision in Issues 312/2008, dated August 4, 2008, of Section 2 of the Commercial Court 1 Tarragona, annexed as Ex. C to Halprin Decl., at 3, 9-10).
Coutsodontis appealed the decision, and the appeal was dismissed on February 19, 2009 (Amended Compl. at ¶ 68; Appeal of Decision in Issues 312/2008, dated February 19, 2009, of Section 2 of the Commercial Court 1 Tarragona ("Spanish Appellate Decision"), annexed as Ex. C to Halprin Decl.). The appellate court held that "the application made by the appellant before the Greek courts does not constitute a claim, let alone a maritime claim" (Spanish Appellate Decision at 3). The appellate court further stated that it rejected the argument that a claim for an inherited share of a company that owns a ship was equivalent to a maritime claim for the co-ownership of the ship (Spanish Appellate Decision at 3).
On or about August 27, 2008, Coutsodontis commenced an action in the United States District Court for the Eastern District of Louisiana again seeking to arrest the Athena, pursuant this time to Rule D of the Supplemental Rules for Certain Admiralty and Maritime Claims of the Federal Rules of CivilProcedure (Amended Compl. at ¶ 69). In a verified complaint, Coutsodontis argued "that by virtue of his 50% stock ownership in Sea Trade, he is also the 50% owner of the M/V ATHENA." Coutsodontis v. M/V ATHENA, Civil Action No. 08-4285, 2008 WL 4330236 at *1 (E.D. La. Sept. 16, 2008). The court issued a warrant authorizing the arrest. Coutsodontis v. M/V ATHENA, supra, 2008 WL 4330236 at *1. On September 12, 2008, the court vacated the arrest because Coutsodontis' claim was "not subject to this court's admiralty jurisdiction." Coutsodontis v. M/V ATHENA, supra, 2008 WL 4330236 at *2. The court held that Coutsodontis v. M/V ATHENA, supra, 2008 WL 4330236 at *2 (footnote omitted). On June 18, 2009, the decision was affirmed by the Court of Appeals for the Fifth Circuit. Coutsodontis v. Sea Trade Mar. Corp., 571 F.3d 1341, 1341 (5th Cir. 2009).
In their memorandum of law supporting their motion to dismiss the present action, defendants acknowledged that Coutsodontis applied for the arrest of the Athena in Spain "upon the advice of his counsel in New York and Tarragona, Spain" (Memorandum of Law in Support of Defendant's Motion to Dismiss,dated May 28, 2009 ( ) (Docket Item 10), at 7). Manuel Gonzalez Rodriguez, Esq., represented Coutsodontis in Spain, while Poles Tublin represented him in New York (Defs.' Motion to Dismiss at 7 nn.20-21). Rodriguez consulted Poles Tublin attorneys Christ Stratakis and John G. Poles during the...
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