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16-3291(L) 

Sea Trade Maritime Corp., Peters v. Coutsodontis, et al. 

 

UNITED STATES COURT OF APPEALS 

FOR THE SECOND CIRCUIT

SUMMARY ORDER

RULINGS BY SUMMARY ORDER DO NOT HAVE PRECEDENTIAL EFFECT. CITATION TO A SUMMARY 

ORDER FILED ON OR AFTER JANUARY 1, 2007, IS PERMITTED AND IS GOVERNED BY 

FEDERAL RULE OF APPELLATE PROCEDURE 32.1 AND THIS COURT’S LOCAL RULE 32.1.1.

WHEN CITING A SUMMARY ORDER IN A DOCUMENT FILED WITH THIS COURT, A PARTY MUST 

CITE EITHER THE FEDERAL APPENDIX OR AN ELECTRONIC DATABASE (WITH THE NOTATION 

“SUMMARY ORDER”). A PARTY CITING A SUMMARY ORDER MUST SERVE A COPY OF IT ON ANY 

PARTY NOT REPRESENTED BY COUNSEL. 

At a stated term of the United States Court of Appeals 

for the Second Circuit, held at the Thurgood Marshall 

United States Courthouse, 40 Foley Square, in the City of 

New York, on the 7th day of August, two thousand eighteen. 

PRESENT: DENNIS JACOBS, 

 REENA RAGGI, 

 PETER W. HALL, 

Circuit Judges. 

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SEA TRADE MARITIME CORPORTATION, GEORGE 

PETERS, 

Plaintiffs-Appellants-CrossAppellees, 

 -v.- 16-3291(L), 

 17-1573(CON), 

STELIOS COUTSODONTIS, 17-1572(XAP) 

Defendant-Cross-DefendantCross-Claimant-AppelleeCross-Appellant, 

FRANCESA ELENI COUTSODONTIS, GENERAL 

MARITIME ENTERPRISES CORPORATION, 

Defendants-CrossDefendants-Cross-Claimants, 
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 and 

IASON SHIPPING LTD., ATTIKA 

INTERNATIONAL NAVIGATION S.A., 

Defendants-CrossDefendants. 

- - - - - - - - - - - - - - - - - - - - - -X 

FOR PLAINTIFFS-APPELLANTS- NADER MOBARGHA (Joshua 

CROSS-APPELLEES: Liston, on the brief), Beys 

Liston & Mobargha LLP; New 

York, NY. 

FOR DEFENDANT-CROSS- MARK A. BERMAN (Kelly A. 

DEFENDANT-CROSS-CLAIMANT- Zampino, on the brief), 

APPELLEE-CROSS-APPELLANT: Hartmann Doherty Rosa 

Berman & Bulbulia, LLC; New 

York, NY. 

Appeal from a judgment of the United States District 

Court for the Southern District of New York (Schofield, 

J.). 

UPON DUE CONSIDERATION, IT IS HEREBY ORDERED, ADJUDGED 

AND DECREED that the judgment of the district court is 

AFFIRMED in part and REVERSED in part. 

This appeal arises from a judgment of the United States 

District Court for the Southern District of New York 

(Schofield, J.) following a three-day bench trial in a 

dispute over the ownership and control of Sea Trade 

Maritime Corporation (“Sea Trade”), whose sole asset until 

2009 was the ocean-going ship “M/V Athena.” We assume the 

parties’ familiarity with the underlying facts, the 
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procedural history, and the issues presented for review. 

Elias Eliades and his wife, Athena Eliades, formed Sea 

Trade in July 1992, purchasing the M/V Athena for $9.1 

million later that year. Athena had two siblings: 

Defendant Stelios Coutsodontis and Anna Peters, the mother 

of Plaintiff George Peters. During their lifetimes, Elias 

and Athena were the Directors of Sea Trade and George 

Peters managed day-to-day operations. 

Sea Trade’s Certificate of Incorporation provides for 

500 authorized shares. Upon Sea Trade’s formation, Elias 

had 475 shares and George Peters received 25 shares. In 

July 1994, Elias transferred a further 25 of his shares to 

George Peters and 150 shares to Anna Peters. When Elias 

died in September 1996, Athena inherited his 300 remaining 

shares. When Athena died in January 2003, she left 250 

shares to Coutsodontis and 50 shares to Anna Peters 

(bringing her total shares to 200), while George Peters 

continued to own 50 shares. Thus, Coutsodontis and the 

Peters family each held a 50 percent ownership interest in 

Sea Trade. 

Since 2005, multiple litigations have been conducted 

between Coutsodontis on the one hand and Sea Trade and 
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George Peters (“Peters”) on the other. Peters argued that 

Athena’s bequest of shares to Coutsodontis violated a noalienation clause of Sea Trade’s Articles of Incorporation 

and was therefore null and void. In 2009, the Court of 

First Instance of Athens held that Coutsodontis was the 

owner of the 250 shares of Sea Trade he inherited from 

Athena; the ruling was upheld by the Greek appellate court 

in 2011 and by the Supreme Court of Greece in 2014 (the 

“Greek shareholder litigation”). Peters does not contest 

the giving of preclusive effect to the Greek courts’ 

decision. See J. App’x 243-46. 

In July 2008, while the Greek shareholder litigation 

was pending, Coutsodontis caused the M/V Athena to be 

arrested in Spain in order to obtain security against his 

ownership interest. In August 2008, after the arrest was 

vacated, Coutsodontis again caused the M/V Athena to be 

arrested, in New Orleans. That arrest was also vacated. 

Peters brought the present case, asserting (inter alia) 

claims for wrongful arrest and breach of fiduciary duty: on 

the wrongful arrest claim, Peters seeks money damages for 

the asserted lost opportunity to sell the M/V Athena on 

favorable terms in the summer of 2008; on the breach of 
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fiduciary duty claim, Peters seeks the equitable remedy of 

forfeiture of Coutsodontis’ shares in Sea Trade. 

1. Peters challenges the denial of relief on his 

wrongful arrest claim, arguing that the district court 

erred in concluding that any consequential damages for lost 

profits from the sale of the M/V Athena are too 

speculative. 

“After a bench trial, . . . we review the district 

court’s findings of fact for clear error and conclusions of 

law and mixed questions de novo.” Connors v. Conn. Gen. 

Life Ins. Co., 272 F.3d 127, 135 (2d Cir. 2001). 

First, Peters argues that the district court applied 

the wrong legal standard by requiring proof of “damages for 

the inability to sell to a specific buyer.” Br. of 

Appellants 34. But the district court cited the correct 

legal standard: that Appellants bore the burden of proving 

consequential damages (including lost profits) “with 

reasonable certainty.” J. App’x 240 (quoting Int’l 

Minerals & Res., S.A. v. Pappas, 96 F.3d 586, 597 (2d Cir. 

1996)). The district court also relied on precedent that a 

plaintiff cannot recover damages if “it is uncertain 

whether such damages resulted necessarily and immediately 
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from the breach complained of,” that is, if the damages are 

not the “certain result of the wrong.” Id. (quoting Story 

Parchment Co. v. Paterson Parchment Paper Co., 282 U.S. 

555, 562–63 (1931)). Although Peters asserted that arrests 

of the vessel frustrated sale of the vessel on favorable 

terms that are no longer available, the district court 

observed that Peters “had not hired a broker,” “had not 

begun to market the ship,” and “did not have a contract for 

the purchase of the ship,” and concluded therefore that 

Peters’ intention to sell the M/V Athena was too 

speculative to support an award for consequential damages. 

Id. at 241. The district court did not (as Peters 

contends) require proof of a sale to a specific buyer; it 

cited that fact (among others) as evidence in reaching its 

determination. 

Second, Peters challenges the district court’s factual 

finding that Peters had no certain intention to sell the 

M/V Athena in July 2008. Peters emphasizes his own 

assertions on direct testimony that he began to collect 

information on recent sales and ship brokers, and that he 

contacted Sea Trade’s lawyers about a possible sale. 

Peters further cites the frenetic market for ships in the 
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summer of 2008 and the fact that the M/V Athena was nearing 

the end of its operating life. Finally, Peters points to 

Coutsodontis’ asserted motivation for arresting the ship: 

he heard rumors that it was up for sale. 

But even if the Court were to agree with Peters’ 

characterization of the facts, “[t]he fact that there may 

have been evidence to support an inference contrary to that 

drawn by the trial court does not mean that the findings 

made are clearly erroneous.” Diesel Props S.R.L. v. 

Greystone Bus. Credit II LLC, 631 F.3d 42, 52 (2d Cir. 

2011). Moreover, “[w]here there are two permissible views 

of the evidence, the factfinder’s choice between them 

cannot be clearly erroneous.” Anderson v. City of Bessemer 

City, N.C., 470 U.S. 564, 574 (1985). The district court 

heard Peters’ trial testimony, assessed his demeanor, and 

considered his various admissions “that he did not have any 

documentary evidence to corroborate his oral testimony,” 

“that he had no contract of sale, no contract with a broker 

to sell the vessel, no letter of intent to sell, and no 

survey of the ship by any prospective buyer,” and “that the 

ship was not yet on the market” in the summer of 2008. J. 

App’x 236-37. The district court therefore concluded that 
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Peters failed to sustain his burden to prove that the M/V 

Athena would have been sold but for Coutsodontis’ arrest 

campaign. We will not “second-guess [a] bench-trial 

court’s credibility assessments.” Krist v. Kolombos Rest. 

Inc., 688 F.3d 89, 95 (2d Cir. 2012). We identify no 

error, clear or otherwise, in the district court’s analysis 

or in its conclusion to deny relief on the wrongful arrest 

claim. 

2. Peters argues that the district court erred in 

finding that his refusal to recognize Coutsodontis’ 

ownership in Sea Trade breached his fiduciary duty to 

Coutsodontis and impaired any entitlement to equitable 

relief for Coutsodontis’ own breach of fiduciary duty. 

We do not reach the district court’s unclean hands 

determination as to Peters because we conclude that Peters 

failed in the first instance to prove his breach of 

fiduciary duty claim against Coutsodontis, without which 

there is no basis for equitable relief. 

The elements of a breach of fiduciary duty claim under 

New York law are (1) the existence of a fiduciary 

relationship, (2) misconduct by the defendant, and (3) 

“damages directly caused by [the defendant’s] misconduct.” 
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Pokoik v. Pokoik, 115 A.D.3d 428, 429, 982 N.Y.S.2d 67, 70 

(1st Dep’t 2014); see R.M. Newell Co. v. Rice, 236 A.D.2d 

843, 844, 653 N.Y.S.2d 1004, 1005 (4th Dep’t 1997) 

(identifying damages as “essential element” of breach of 

fiduciary duty claim). Breach of fiduciary duty is a tort, 

see Sergeants Benev. Ass’n Annuity Fund v. Renck, 19 A.D.3d 

107, 110, 796 N.Y.S.2d 77, 80 (1st Dep’t 2005), and “[a]s 

with other torts in which damage is an essential element, 

the claim is not enforceable until damages are sustained,” 

IDT Corp. v. Morgan Stanley Dean Witter & Co., 12 N.Y.3d 

132, 140, 879 N.Y.S.2d 355, 360 (2009) (internal quotation 

marks omitted). Accordingly, to succeed on his breach of 

fiduciary duty claim, Peters had to prove damages 

regardless of the relief ultimately sought. 

Peters acknowledges that the wrongful arrests in July 

and August 2008 “are the bases for Coutsodontis’s breach of 

fiduciary duty.” Br. of Appellants 43. In holding 

Coutsodontis liable for breach, the district court 

determined that the arrests damaged Sea Trade by causing it 

“to lose business, incur expenses[,] and harm its 

reputation in garnering future business.” J. App’x 248. 

That damages assessment, however, cannot be reconciled with 
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Peters’ own theory of relief or with other portions of the 

district court’s decision. After the bench trial but 

before the district court issued its findings of fact and 

conclusions of law, Peters clarified that he did not seek 

damages for lost charters due to the res judicata effect of 

prior litigation and, instead, sought only “damages from 

the lost opportunity to sell the M/V Athena in the summer 

of 2008, as well as any and all injunctive relief, 

including . . . Coutsodontis’s forfeiture of shares in Sea 

Trade.” Dist. Ct. Dkt. No. 272 at 1. As discussed in the 

preceding point, the district court specifically found that 

Peters failed to prove with reasonable certainty any 

damages from the alleged lost sale opportunity attributed 

to Coutsodontis’ 2008 arrests. Thus, assuming arguendo 

that Peters satisfied the first two elements of his breach 

of fiduciary duty claim against Coutsodontis, that claim 

necessarily fails at the third step for the same reason as 

the wrongful arrest claim: the failure to prove nonspeculative damages. 

Accordingly, because the district court could not, 

consistent with its rejection of the wrongful arrest claim, 

hold Coutsodontis liable for breach of fiduciary duty, we 
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reverse the award of relief on that claim, including the 

order requiring forfeiture of Coutsodontis’ shares in Sea 

Trade.1 Insofar as Peters challenges the unclean hands 

finding delaying the date of that forfeiture, we reject 

that argument as moot. 

3. Peters argues that the district court exceeded its 

equitable powers in awarding damages to Coutsodontis 

because Coutsodontis failed to assert a claim for 

affirmative relief and because he is seeking the same 

relief in state court. 

“The district court’s . . . fashioning of equitable 

relief [is] reviewed for abuse of discretion.” United 

States v. Apple, Inc., 791 F.3d 290, 313 (2d Cir. 2015). 

“District courts have broad authority in crafting equitable 

remedies . . . . [and] appellate review is correspondingly 

narrow.” Conn. Office of Protection & Advocacy for Persons 

with Disabilities v. Hartford Bd. of Educ., 464 F.3d 229, 

245 (2d Cir. 2006) (internal citation and quotation marks 

omitted). 

 

1 The reversal may have no practical effect in that it 

affords Coutsodontis no larger share of the sale assets in 

escrow, and Sea Trade has no other assets or ongoing 

business operations. 
12 

The district court did not exceed its equitable powers 

in ordering an inquest, despite the fact that Coutsodontis 

did not assert an affirmative claim for relief. Once 

parties invoke a court’s equity jurisdiction, the court 

“has the power to decide all relevant matters in dispute 

and to award complete relief,” F.T.C. v. Bronson Partners, 

LLC, 654 F.3d 359, 366 (2d Cir. 2011) (quoting Porter v. 

Warner Holding Co., 328 U.S. 395, 399 (1946)), and “to 

assure that equity is done to all parties,” In re Galewitz, 

3 A.D.2d 280, 286, 160 N.Y.S.2d 564, 572 (1st Dep’t 1957). 

Indeed, a court sitting in equity “may grant any type of 

relief within its jurisdiction appropriate to the proof 

whether or not demanded, imposing such terms as may be 

just.” State of New York v. Barone, 74 N.Y.2d 332, 336, 

547 N.Y.S.2d 269, 271 (1989) (quoting NY CPLR § 3017(a)); 

see Soviero v. United States, 967 F.2d 791, 793 (2d Cir. 

1992) (“When a court possessing equitable powers has 

jurisdiction over a complaint that seeks equitable relief, 

it has authority to award whatever damages are incident to 

the complaint.”). In resolving the breach of fiduciary 

duty claim here, the district court first recognized 

Coutsodontis’ 50 percent ownership interest in Sea Trade by 
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giving preclusive effect to the 2014 ruling of the Supreme 

Court of Greece in the related Greek shareholder 

litigation. Even if the district court ultimately erred in 

finding Coutsodontis liable for breach of his attendant 

fiduciary duties and, thus, in ordering forfeiture of his 

shares, the district court nonetheless possessed authority 

to recognize the parties’ relative ownership interests in 

the course of its analysis and to order an inquest into 

amounts owed retroactively to them based on those 

interests. 

Peters further argues that the inquest is improper 

because Coutsodontis has filed an action in state court 

seeking the same relief: $26 million in compensatory 

damages for Sea Trade’s lost profits. While “the pendency 

of an action in the state court is no bar to proceedings 

concerning the same matter in the Federal court having 

jurisdiction, exceptional circumstances may on occasion 

permit the dismissal of a federal suit due to the presence 

of a concurrent state proceeding for reasons of wise 

judicial administration.” Zemsky v. City of New York, 821 

F.2d 148, 152 (2d Cir. 1987) (internal quotation marks and 

alterations omitted). The district court explained that 
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abstention was unwarranted because the parties had already 

submitted briefing in magistrate court and collateral 

estoppel would preclude the parties from relitigating in 

state court any issues resolved in federal court. 

Appellants offer no reason why the district court’s 

decision was an abuse of discretion. 

We have considered Appellants’ remaining arguments and 

conclude that they are without any merit. The judgment of 

the district court is REVERSED as to the breach of 

fiduciary duty claim and AFFIRMED in all other respects. 

FOR THE COURT: 

CATHERINE O’HAGAN WOLFE, CLERK