A fight is being waged for control of a small Houston shipowning outfit.
According to legal filings, Caribe Tankers minority shareholder Alexios Vardoulakis is looking to the courts to wrest control of the company from majority shareholder Eduardo Neri. He is also seeking $10m in damages.
He accuses Neri of steering the owner of three product tankers into a financial crisis, then moving to oust him.
"In May 2019, Vardoulakis obtained a financial analysis, which predicted a financial crisis should the company continue as it was," Vardoulakis' lawyers wrote in a complaint entered into the US federal court for the Southern District of Texas on 1 June.
The case was initially filed in federal court in May, withdrawn and refiled in Texas state court, before it was shifted back to federal court.
"The impending financial crisis came to a head in February 2021 when the parties spoke by Zoom, during which Vardoulakis again raised the alarm on the company's financial issues."
In the months following that Zoom meeting, Vardoulakis said in his complaint that he further attempted to get Neri to take the financial state of the company seriously.
Instead, Neri allegedly deflected and at one point terminated Caribe Tankers' commercial management agreement with similarly named operational, commercial and technical manager Caribe Tankers.
By April, one creditor demanded payment of $400,000, while Columbia Shipmanagement demanded $1.6m.
Neri, in turn, allegedly demanded Vardoulakis pay $600,000 in keeping with a promissory note issued in 2016.
Vardoulakis said the promissory note was issued as a means of equalising their ownership stakes in Caribe Tankers, but that never happened.
Neri said in emails entered into the court that the money included $40,000 lent to Vardoulakis during his divorce, $60,000 to Vardoulakis' company Sea Adventure Maritime and $500,000 for changes to contracts of affreightment.
Vardoulakis argues that these disagreements triggered a buy-sell agreement, which allowed one of the two men to buy the other out in cases of fundamental disagreements over the running of the business.
He said Neri moved first under the agreement in April when he offered to buy his 24 shares for $600,000. Vardoulakis replied that he would offer to buy Neri's 56 shares for $1.4m.
Neri argued in documents submitted to the court that he included language in his communication that said his offer to buy out Vardoulakis was not to be interpreted as notice under the buy-sell agreement.
Vardoulakis replied that he could not construe it any other way. In his complaint, he said either Neri triggered the buy-sell agreement, to which Vardoulakis made a valid counter-offer, or Vardoulakis did so himself and Neri's refusal to respond constitutes consent to sell his shares.
The complaint asks the court to enforce Vardoulakis' interpretation of the buy-sell agreement, enforce a temporary restraining order on the company and award the damages.
Attorneys for Neri declined to comment on the specifics of the lawsuit.
"We are vigorously defending Mr Neri and challenging the merit of the claims raised by Mr Vardoulakis in this lawsuit," Douglas Shoemaker of Blake Rome said.
