Hellenic Ministry of National Defense v. Eagle Van Lines, Inc. (116 F. Supp. 3d 582, 2015)

United States District Court for the District of Maryland 2015-07-14

Citations

Full opinion text

MEMORANDUM OPINION

DEBORAH K. CHASANOW, District Judge.

In order to resolve this five year dispute between units of the Greek government and a Maryland-based freight forwarding company concerning the shipment of military equipment, a bench trial was held from April 16 to April 24, 2015. Upon consideration of the evidence adduced at trial, and the parties’ arguments with respect thereto, the court now issues findings of fact and conclusions of law pursuant to Federal Rule of Civil Procedure 52(a).

I. Background

Plaintiffs and Counter-Defendants the Hellenic Ministry of National Defense, the Hellenic Armed Forces, and the Hellenic Air Force Procurement Service (collectively, “HAF” or “Plaintiffs”) are military units within the Greek government. Plaintiffs brought this action against freight forwarder Eagle Van Lines (“EVL” or “Defendant”) on March 18, 2013, seeking the release of items belonging to HAF held in EVL facilities and damages for their alleged unlawful retention. On June 14, 2013, Plaintiffs filed a first amended complaint asserting the following causes of action: (1) conversion (count I); and (2) breach of contract (count II). Plaintiffs sought declaratory judgment and injunc-tive relief, which they designated as counts III and IV of the amended complaint. (ECF No. 3). The court granted Plaintiffs leave to file a second amended complaint, which contained an additional count for replevin and/or detinue, but otherwise remained identical to the prior complaints. (ECF No. 57, second amended complaint).

Defendant counterclaimed against Plaintiffs for breach of contract (ECF No. 8). Defendant requested declaratory judgment and punitive damages, which relief it included as separate causes of action. (ECF No. 8, at 5-6).

The parties’ contractual relationship began in 2005 when EVL first became the freight forwarder for Plaintiffs. As relevant to the current dispute, the parties entered into Contract No. 100/09, which covered EVL’s provision of freight-forwarding services from March 1, 2009 through November 30, 2009. Plaintiffs were not able to enter into another contract with a freight forwarder for the period beginning December 1, 2009 because of a bidding dispute, so, in early January 2010, the parties discussed the terms of an interim contract — draft No. 47/10-de-signed to cover the time between the expiration of the earlier contract and the resolution of the bid dispute.

On February 12, 2010, the Minister of National Defense issued a decision discontinuing EVL’s services as a freight-forwarder. HAF’s materials continued to be shipped to EVL after the termination of its freight-forwarding services.

II. Findings of Fact and Conclusions of Law

Following the court’s ruling on post-discovery cross-motions for partial summary judgment (ECF Nos. 40 & 41), the materials received by EVL up to February 24, 2010 were released to HAF on April 6, 2015. (DTX 4). The following issues remained for trial: (1) as to Plaintiffs’ complaint, whether Defendant is liable for conversion for accepting and retaining goods received after February 24, 2010 and, if so, the appropriate award of damages; and (2) as to Defendant’s counterclaim for breach of contract, whether Plaintiffs are liable and if so, the appropriate damage award. Plaintiffs seek the return of all materials belonging to HAF remaining in EVL’s warehouse and compensatory damages for their unlawful retention in the form of damages for lost materials, lost technical documentation, expired materials, cost of human working hours to move spare parts, depreciation, and punitive damages. Defendant seeks payment of seventy-eight (78) outstanding invoices and pre-judgment interest.

A. Plaintiffs’ Complaint

1. Conversion

As explained in the prior opinion, in Maryland the common law tort of conversion contains two elements.

First, the plaintiff must prove the defendant exerted “any distinct ownership or dominion ... over the personal property of another in denial of his right or inconsistent with it.” Darcars Motors of Silver Spring, Inc. v. Borzym, 379 Md. 249, 260, 841 A.2d 828 (2004) (quotation omitted). “This act of ownership for conversion- can occur either by initially acquiring the property or by retaining it longer than the rightful possessor permits.” Id. Second, the defendant must have “an intent to exercise dominion or control over the goods which is in fact inconsistent with the plaintiffs rights.” Id. at 886.

Sprint Nextel Corp. v. Simple Cell, Inc., Civ. No. CCB-13-617, 2013 WL 3776933, at *8 (D.Md. July 17, 2013). “The defendant may have the requisite intent even though he or she acted in good faith and lacked any consciousness of wrongdoing, as long as there was an intent to exert control over the property.” Darcars, 379 Md. at 262, 841 A.2d 828. Conversion may occur in a variety of circumstances. A consignee who fails to return or pay for consigned goods may be held liable for conversion. See, e.g., Bacon & Assocs., Inc. v. Roily Tasker Sails (Thailand) Co., 154 Md.App. 617, 632, 841 A.2d 53 (2004).

All of the materials that EVL received before February 24, 2010 have been released, thus the only remaining question is whether EVL converted the items received after February 24, 2010. EVL previously relied on the existence of a warehouseman’s statutory lien as a justification for conditioning the release of materials received after February 24, 2010, on payment of outstanding invoices by HAF. As explained in the memorandum opinion adjudicating the cross-motions for partial summary judgment, in Maryland, a warehouseman’s statutory lien is conferred by Md.Code Ann., Com. Law § 7-209. Section 7-209(a) states, in relevant part:

A warehouse has a lien against the bail- or on the goods covered by a warehouse receipt or storage agreement or on the proceeds thereof in its possession for charges for storage or transportation, including demurrage and terminal charges, insurance, labor, or other charges, present or future, in relation to the goods, and for expenses necessary for preservation of the goods or reasonably incurred in their sale pursuant to law. ,

(emphasis added). Thus, the existence of a warehouseman’? lien hinges on whether EVL issued warehouse receipts for the items it retained after February 24, 2010 because no storage agreement existed between the parties at any time. At trial, Defendant did not produce any warehouseman’s receipts and essentially abandoned its warehouseman’s lien defense. EVL also stipulated that it did not submit any invoices for items received after February 24, 2010. (ECF No.' 52, at 12, amended joint pretrial order).

EVL. also stated that it continued to receive goods because it was listed as a freight-forwarder for HAF on, the Military Assistance Program Address Directory (“MAPAD”). EVL was removed from MAPAD as a freight forwarder by March 15, 2010, however. (See PTX 82); Goods continued to be misdirected to EVL for some time after that period, (T. Georgako-poulos, 04/22/15), but even if EVL believed it had to accept shipments, it did not have any legal justification for retaining the goods for nearly five years. George Georgakopoulos testified that EVL housed three classified items in its warehouse that it was not authorized to ship to Stellar Maritime, the freight-forwarding company to which HAF requested that EVL forward materials. (T. 04/20/15). HAF requested that all unclassified materials be forwarded to Stellar Maritime, however. (PTX 24, HAF 000524). Mr. Georgako-poulos acknowledged that only three out of the approximately 2,000 items were classified.

Based on the foregoing, EVL has committed the tort'of conversion.

2. Detinue

Pursuant to Md. Rule 12^-601(h), “[ajfter the issue of the right to possession before judgment is determined, the. action shall proceed as an action for recovery of property after judgment under Rule 12-602.” See Wallander v. Barnes, 341 Md. 553, 572, 671 A.2d 962 (1996) (“Modern replevin in Maryland is a pre-judgment, but post-probable cause determination, seizure.”). Rule 12-602, entitled “Recovery of Property or Value after Judgment— Detinue,” provides, in turn, that .“[a] judgment for the plaintiff shall award possession of the property or, in the alternative, payment of its value.” Md. Rule 12-602(d)(1). Such judgment must “separately set forth the value of the property and any amount awarded for damage to or detention of the property.” Id. Pursuant to Md.Code Ann., Cts. & Jud. Proc. § 11-104(a), “[i]n an action of detinue a plaintiff may recover the personal property and damages for the wrongful detention of the property.”

It is uncontested that HAF has a right to possession of the withheld materials that were received by EVL after February 24, 2010 and for the reasons explained, EVL has offered no legal justification for conditioning their release. Accordingly, EVL will be ordered to release to HAF the items received by EVL after February 24, 2010.

3. Damages

A 'court sitting in diversity must apply state law governing the threshold of proof necessary for a damages award and the amount of that award. See Defender Indus., Inc. v. Nw. Mut. Life Ins. Co., 938 F.2d 502, 504-05 (4th Cir.1991) (en banc). “The measure of damages for the conversion of a chattel is the market value of the chattel at the time and place of conversion plus interest to the date of judgment.” Staub v. Staub, 37 Md.App. 141, 145, 376 A.2d 1129 (1977). Here, the actual items have been or will be returned to Plaintiffs. There is no evidence that, for most of the items, their market value was diminished due to the detention. Nor have Plaintiffs provided any evidence of the monetary value of any particular item or sought interest. The exception is the expired items which lost their entire value due to the detention. EVL has not contested that assessment and $67,768,59 will be awarded as damages to Plaintiffs for the expired items.

Plaintiffs do seek additional damages, however. “As in other tort actions, additional damages adequate to compensate an owner for other injurious consequences which result in a loss greater than the diminished or market value of the chattel at the time of the trespass or conversion may be allowed unless such claimed damages are so speculative as to create a danger of injustice to-the opposite party.” Id. at 145-46, 376 A.2d 1129 (emphasis added); United States v. Arora, 860 F.Supp. 1091, 1100 (D.Md.1994) (acknowledging the caveat from Staub that compensatory damages may not be so speculative as to create a danger of injustice). Pursuant to Md.Code Ann., Cts. & Jud. Proc. § 11104(a), “[i]n an action of detinue a plaintiff may recover, the personal property and damages for the wrongful detention of the property.” To be recoverable, damages must be “reasonably certain” and not “based on speculative,. remote, or uncertain” figures. Dierker v. Eagle Nat. Bank, 888 F.Supp.2d 645, 658 (D.Md.2012); Hoang v. Hewitt Ave. Assocs., LLC, 177 Md.App. 562, 936 A.2d 915 (2007). Under Maryland law, “[i]f the fact of damage is proven with certainty, the extent or the amount thereof may be left to reasonable inference.” David Sloane, Inc. v. Stanley G. House & Assocs. Inc., 311 Md. 36, 41, 532 A.2d 694 (Md.1987) (internal quotation marks omitted).

a. July 2014 Damage Report

Captain Konstantinos Katirtzidis provided testimony regarding Plaintiffs’ damages and prepared a damage report. Captain Katirtzidis joined the military in 2000 as a military student, obtaining a bachelor’s degree in 2004. (T. 04/16/15). He studied economic theory and policy during his undergraduate studies. He then obtained a master’s' degree in Philosophy of Economics. (T. 04/16/15 & 04/17/15). He began a PhD program in May 2007 and finished his dissertation on macroeconomics and economic policy in December 2012v (T. 04/17/15). From 2006 until 2009, he served in the procurement agency with the Hellenic Air Force where he was involved with procurement bids, appropriation, and negotiations. In November 2009, he. was promoted to be a member of the Directorate of Finance for Economics within the General Staff, where-he issued directives to units of the Hellenic Air Force concerning procurement issues. He remained there for five years, after which point he was transferred to serve as a supervisor in an accounting department. (T. 04/16/15).

As will be explained in more detail below, in preparing his damage report, Captain Katirtzidis obtained data from the appropriate units within the Hellenic Armed Forces. He prepared a damage report in January 2014 with appendices quantifying each damage category sought by Plaintiffs. After the January 2014 damage report, Captain Katirtzidis ordered another review by . the logistics department to verify damages for lost items, which resulted in the amended July 2014 damage report. The July 2014 damage report removes from the damage calculation some of the compensation originally sought in the January report. (PTX 104). Captain Katirtzidis did not personally review all of the primary information supporting the damages calculations; rather, he compiled the data provided to him by other offices and in some. instances, reviewed representative samples of the primary documentation. At least some primary documents were included in two envelopes (one envelope with supporting documentation regarding depreciation that accompanied the January 2014 damage report, and another envelope supporting damages for lost items that accompanied the June 2014 damage report), but these envelopes were not provided to defense counsel during discovery. Captain Katirtzidis stated that his final damage report was submitted to the appropriate branches of the Hellenic Armed Forces for approval, and was approved by his command. (T. 04/20/15).

Plaintiffs’ counsel attempted to qualify Mr. Katirtzidis as a “damages” expert. However, as the court explained to counsel throughout trial, Captain Katirtzidis is a fact and summary witness, much like Stephanie Bo and Ngai Siu who testified on behalf of the defense. Captain Katirtzi-dis’s “expertise” is only in compiling economic information or data and presenting it in a way that quantifies damages. He certainly is not an independent witness, given his position within HAF and the fact that his “expert report” had to be approved by his command.

This limited view of his purported expertise is exemplified by a recent opinion issued by the United States Court of Appeals for the Fourth Circuit:

Rule 702 of the Federal Rules of Evidence permits expert witnesses to testify if their “scientific, technical, or other special knowledge will help the trier of fact to understand the evidence or to determine a fact in issue,” such as the amount of damages due. Fed.R.Evid. 702. The question of whether a witness is qualified to testify is context-driven and “can only be determined by the nature of the opinion he offers.” Gladhill v. Gen. Motors Corp., 743 F.2d 1049, 1052 (4th Cir.1984). Because our general preference is to admit evidence that will aid the trier of fact, the expert need only have “sufficient specialized knowledge to assist jurors in deciding the particular issues in the case.” Belk, Inc. v. Meyer Corp., U.S., 679 F.3d 146, 162 (4th Cir.2012) (internal quotation marks omitted); see Westberry v. Gislaved Gummi AB, 178 F.3d 257, 261 (4th Cir.1999) (“Rule 702 was intended to liberalize the introduction of relevant expert evidence.”); Thomas J. Kline, Inc. v. Lorillard, Inc., 878 F.2d 791, 799 (4th Cir.1989) (“Generally, the test for exclusion is a strict one, and the purported expert must have neither satisfactory knowledge, skill, experience, training nor education on the issue for which the opinion is offered.”). In order to offer an opinion, “one ... need not be precisely informed about all details of the issues raised” or even have prior experience with the particular subject the testimony concerns. Lorillard, 878 F.2d at 799; see Fed.R.Evid. 703 (providing that “[a]n expert may base an opinion on facts or data in the case that the expert has been made aware of [at trial] or personally observed.”).

In this case, Appellant “reads this [qualification] requirement far too narrowly.” Belk, 679 F.3d at 162. Although Cohen had no prior experience with maritime contracts, his opinion did not call for such expertise. Rather, his function was to calculate Appellee’s damages. Cohen has an MBA in economics. He created mathematical formulas for this ease after revieioing information that he obtained before trial by personally interviewing Appellee’s employees and reading their deposition testimony. Cohen then formed his opinion on the extent of Appellee’s losses by applying his formulas.

... Although Cohen relied on information provided by other witnesses at trial to devise his formula, the Federal Rules of Evidence specifically authorized him to do so. See Fed.R.Evid. 703_ Thus, we conclude that the district court did not abuse its discretion by permitting Cohen to offer expert testimony as to his calculation of Appellee’s damages for demurrage and changes in commercial terms.

RG Steel Sparrows Point, LLC, f/k/a Severstal Sparrows Point, LLC v. Kinder Morgan Bulk Terminals, Inc., d/b/a Kinder Morgan Chesapeake Bulk Stevedores, 609 Fed.Appx. 731, 738, 2015 WL 1905884, at *6 (4th Cir.2015) (unpublished opinion) (emphases added).

To the extent that calculation of damages is useful, the July 2014 damage report will be considered. The basis for any calculation is another matter. The witness accumulated financial and logistic information provided to him by other departments and synthesized it for the court in the appendices to the July 2014 damage report. To that extent, his efforts were anything but independent and, to be credited, would have to be supported by other evidence.

b. Lost Items

Plaintiffs seek $2,370,653.39 as compensation for items that they believe EVL lost and an additional $4,447 in damages for “lost technical documentation,” (PTX 104, Tables 3 & 7 to Appendix A to the July 2014 damage report).

Colonel Konstantinos Vlassis provided testimony regarding how the underlying information that formed the basis of Colonel Katirtzidis’s damage report — including damages for lost items — was obtained and verified. Colonel Vlassis testified that on March 20, 2010, Nikolaos Klothakis, an Air Force officer resident at EVL’s warehouse who served as a liaison between the ¡Hellenic Armed Forces and EVL, sent via email to the Hellenic Air Force a list of items purportedly held by EVL. (T. 04/20/15; PTX 43). The cover letter of this email is written in Greek and Plaintiffs have not translated the email. Colonel Vlassis testified that the email from Mr. Klothakis with an attached list showing 1,642 items purportedly housed in EVL’s facilities, (PTX '43, HAF 000271-000301),‘responded to an order from the Hellenic General Staff that he send this report. (T. 04/20/15). Colonel Vlassis stated that supply depot maintains its own database comprised of information obtained from: Foreign Military Sales (“FMS”) information systems; Security Assistance Management Manual (“SAMM”); Air Force Security Assistance Center (“AFSAC”); and information from invoices or packing lists from vendors. (Id.).' He stated that the list provided in the email from Mr. Klothakis was cross checked with supply .depot’s database in 2010 and that the supply depot database subsequently was updated after the cross check to include information from the list provided by Mr. Klothakis.

Three additional exhibits purport to show materials that Plaintiffs at some point believed were retained by EVL: Plaintiffs’ Exhibits 90 and 105 and Defendant’s Exhibit 2. Defendant’s Exhibit 2 and Plaintiffs Exhibit 105 appear to be identical. Colonel Vlassis testified that Defendant’s Exhibit 2 is a better-formatted version of Plaintiffs’ Exhibit 90. (T. 04/20/15). All three exhibits appear to reflect the same information. ■ Colonel Vlas-sis stated that Plaintiffs’ Exhibit 90 is an earlier version of supply depot’s database reflecting what supply depot understood EVL was holding in 2012 and 2013. Colonel Vlassis testified that Plaintiffs’ Exhibit •90 (which mirrors the information in Plaintiffs’ Exhibit 105 and Defendant’s Exhibit 2) reflects information that supply depot received from FMS, invoices of vendors, and information provided by Mr. Klothakis in May 2010. (Id.).

Then, from October 15 through October 18, 2013, Colonel Vlassis 'led a Committee comprised of two other individuals (Wing Commander Konstantinos Papathanasiou and Flight Lieutenant Leonidas Katirtzi-dis), in conducting an inventory or inspection of HAF materials in EVL’s warehouse in Temple Hills,' Maryland. (T. 04/20/15). Following the inventory, he prepared a report. (PTX 96). Importantly, the report states, inter alia:

(3) The inventory process was agreed upon by the attorneys Mr. Max Maccoby (of the law firm “Butzel Long, PC” who represents the Hellenic Republic) and Mr. George Petros, and was conducted as follows:

(a) EVL company forwarded initially— through e-mail — the Committee and the laxo firm “Butzel Long, PC” the total list of the retained materials which — according to the opposing party — were stored in this specific place.

(b) The total list of the materials — all documents (electronic and printed) were inspected and identified on the evidence of identification (STNR.or P/N) or the document number (DON) that were found on the accompanying documents on the boxes, in comparison each time as regard the rest of the quantitative data (quantity, description) with the ones on the list which was given to the Committee by the opposing party on Tuesday,, October 15, 2013, before the inspection.

(PTX 96, HAF 001453) (emphases added).

The report prepared by the Committee after the October 2013 inventory, (PTX 96), includes appendices, which reflect, inter alia: (1) 1,815 items that were found during the inventory (Appendix A); (2) 52 items that were found that have expired (Appendix B); (3) “the materials that were included on the first list given by [EVL] to the Committee for the inventory, but they were never found” (Appendix C); (4) “the bibliography requisitions [technical documentation] that were on the first list given by [EVL] to the Committee for the inventory, but they were never found” (Appendix D); (5) “the materials that were found during the inventory but they were not on the first list given by the company to the Committee for the inventory” (Appendix E). (See PTX 96, HAF 001455 & accompanying appendices).

Plaintiffs did not clarify at trial whether the reference to the “first list” provided by EVL in the Committee report refers to the email list sent prior to the inventory in October 2013 or the list provided by EVL-on October 15, 2013, the first day of the inventory conducted by HAF. What is evident from Colonel Vlassis’s,.testimony is that in conducting the inventory in October 2013, HAF relied on some list provided by EVL purporting to show what was stored in EVL’s warehouse. Testimony from Stephanie Bo, previously employed with EVL from November 2010 until July 2014, provides additional context. Ms. Bo became involved in the instant dispute sometime in February 2013, when she conducted a complete inventory of all foreign military goods belonging to HAF that were housed with EVL. (T. 04/23/15). Ms. Bo testified that sometime in February 2013, she examined EVL’s inventory box-by-box, pieee-by-piece, and recorded all of the details she could find on the documentation regarding the materials on hand. Where the boxes contained missing information about an 'item, Ms. Bo consulted EVL’s records. Ms. Bo also testified that she was provided a list from HAF — ' Plaintiffs’ Exhibit' 105 — which she compared against whát she actually found in EVL’s warehouse when she conducted the physical inventory in February 2013. Ms. Bo stated that she provided her February 2013 inventory to Plaintiffs, which is the list they used during the October 2013 inventory. (T. 04/23/15). • After HAF’s inventory in October 2013, Ms. Bo created Defendant’s Exhibit 3 sometime in October or November 2013, which she testified reflects a combination of what HAF provided in Plaintiffs’ Exhibit 105 and what they actually ■ found in October 2013. (T. 04/23/15; DTX 3).

On HAF’s end, after the October 2013 inspection, Colonel Vlassis sent the Committee’s inventory report with the appendices, (PTX 96), to the General Staff and supply depot of each branch of the Hellenic Armed Forces for cross cheeking. (T. 04/20/15). Colonel Vlassis stated that he supervised the cross-checking process and that the supply depot database was used for this purpose. (T. 04/20/15). Captain Katirtzidis also testified that he ordered supply depot to conduct the cross checking procedure between their database and the inventory report prepared by the Committee aftpr the October 2013 inventory. (T. 04/17/15 & 04/20/15). In order to assure himself of the credibility of the underlying data , regarding lost items, Captain Katirt-zidis reviewed representative samples of the primary documents provided by teams from the Logistics Directorate. (Id.). He stated that the cross-checking procedure was conducted in two phases. First, the logistics directorate cross checked the inventory report with the supply depot database and then Captain Katirtzidis prepared the first damage report in .January 2014. (See PTX 104, HAF 001534-001539). In the January 2014 damage report, Plaintiffs requested $7,406,601.59 in damages for lost items. Captain Katirtzi-dis believed that the first cross checking procedure may have resulted in some duplicate entries and excessive lost items, thus he ordered the teams to conduct a second crosschecking procedure to collect updated data and compose a second version of the damage report. (T. 04/20/15). The second crosschecking process was completed in June 2014, and resulted in the amended July 2014 damage report, in which the lost items damage figure was reduced to $2,370,653.39. (Id.).

As is readily apparent from this recitation, the reliability and accuracy of any information maintained by the Hellenic Armed Forces regarding what materials were purchased, if such materials were sent to EVL, if EVL received them, and when, is impossible to ascertain with any degree of certainty. Plaintiffs have not offered any evidence as to any reliable and complete starting point that shows all materials purchased by the Hellenic Armed Forces (encompassing the Navy, Army, and Air Force), when such materials were purchased, when they were sent to EVL, and when EVL purportedly received them. Indeed, during closing argument, Plaintiffs’ counsel was asked to identify where the record contains reliable evidence of what was received by EVL and when. Plaintiffs’ counsel indicated that he would address this point later in his argument, but he never did, leading to the conclusion that no such evidence exists or at the very least that no such evidence was presented at trial. The picture of the bureaucratic morass within HAF portrayed at trial supports the conclusion that no such reliable evidence exists.

Colonel Vlassis testified that the logistics team used the appendices from the October 2013 inventory report and cross checked them with requisitions for purchased items which were in the supply depot’s database to identify whether anything was “lost” by EVL. (T. 04/20/15). He stated that the requisition information was obtained from FMS information system and from vendors. When Plaintiffs conducted the inventory in October 2013, however, they relied on a list provided by EVL, and not on their own complete list reflecting what materials they thought should have been in EVL’s warehouse. A notation to Table 3 to Appendix A of the July 2014 damage report indicates that “[t]he additional non-identified materials during inventory inspection, dated Octfober] 2013, based on the inventory list given to the HAF Committee by the defen dant, are listed in the Appendix ‘K.’” (PTX 104, HAF 002404 n. 3 & Appendix K) (emphasis added). Among the items included in Appendix K — which is based on EVL’s list and not on HAF’s own records — is a $400,000 digital flight control computer, which Plaintiffs apparently never inquired about prior to receiving a list from EVL. Captain Katirtzidis stated that the items appearing in Appendix K which were not found during the inventory in October 2013 were sent to supply depot, which verified that the items were purchased. (T. 04/17/15). Plaintiffs have provided no proof, however, that the items actually were purchased by HAF and, more importantly, have not verified if and when such items were expected to be shipped to and/or received by EVL.

Moreover, according to Colonel Vlassis’ testimony, the supply depot database was updated in 2010 to include information provided by Mr. Klothakis in May 2010 purporting to show items held by EVL. EVL • disputes that the list provided by Mr. Klo-thakis to the Hellenic Air Force in May 2010 reflects the. items held by EVL, however. Plaintiffs made no effort to translate from Greek to English the cover email by Mr. Klothakis sent with this list, nor was Mr. Klothakis called to testify. Furthermore, on cross-examination, Colonel Vlassis himself admitted that he did not know how or when Mr. Klothakis compiled the information on the list sent to the Air Force. (T. 04/20/15). Colonel Vlassis further conceded that nothing in the email indicated that Mr. Klothakis asked EVL to prepare its own inventory list, (Id.). George Georgakopoulos, President of EVL, testified that Mr. Klothakis was not given access to any inventory list from EVL, and that Mr. Klothakis kept his own list. (T. 04/21/15). Plaintiffs have not persuaded the court that their Exhibit 43— which purports to be a list from Mr. Klo-thakis with items held by EVL — accurately reflects HAF materials received by EVL. This list does not even include a date on which the items either were sent to or received by EVL, which undermines the reliability of this document. The fact that Mr. Klothakis sent an email purporting to show materials retained by EVL which cannot be verified taints the reliability of the supply depot database which then incorporated the data from Mr. Klothakis’s list.

Colonel Vlassis testified that Plaintiffs’ Exhibit 90 (which reflects the same information as Plaintiffs Exhibit 105 and Defendant’s Exhibit 2) is an early version of supply depot’s database reflecting what supply depot understood EVL was holding in 2012 and 2013. (T. 04/20/15). Stephanie Bo’s final report — Defendant’s Exhibit 3 — specifically attempts to reconcile Plaintiffs’ Exhibit 105 with what she found in EVL’s warehouse when she conducted the physical inventory in February 2013. In some instances, Ms. Bo actually found more items in EVL’s inventory than what was reflected on Plaintiffs’ list. (See, e.g., DTX 3, referencing HAF 001730 to 001732). Stephanie Bo also testified that at least one of the items that HAF asserted EVL lost is an inertial measuring unit that HAF valued at $170,000. (See PTX 104, Appendix G to July 2014 damage report, HAF 002496, $170,000 inertial measuring unit dated Oct. 21, 2008). According to HAF’s records, this item was received by EVL on October 21, 2008, predating Contract No. 100/09. Moreover, Stephanie Bo testified that although the specific inertial measuring unit, that HAF believes EVL lost was not received by EVL, it received the same product throughout 2006,2007, and 2008, and shipped the item. (T. 04/23/15; DTX 3, referencing HAF 001724). Stephanie Bo’s notes also reflect that the repeated value of the same item was $45,000, not $170,000. Ms. Bo even tracked some items with UPS, but UPS had no record of the items having been received by EVL. (T. 04/23/15; DTX 3 (referencing thirteen items with UPS)). Plaintiffs question the reliability of EVL’s records, but the burden is on Plaintiffs to prove damages with a reasonable certainty. .

During closing argument, Plaintiffs’ counsel indicated that HAF is not offering Exhibit 105 — which purports to be a snapshot of the information contained in the supply depot database — for any purpose other than briefly to describe a- process that took place before the cross checking procedure. The reliability of the cross checking procedure, however, hinges on the accuracy of the information contained in the supply depot database, the contents of which Plaintiffs have not produced to defense counsel or at trial. Only a limited sample of the undérlyirig primary documents to support lost items damages were produced to defense counsel and at trial. (See PTX 106). During closing argument, Plaintiffs’ counsel asked the court to credit the fact that the . lost damages appendices to the July 2014 damage report resulted from two time-consuming crosschecking procedures implemented by HAF to ensure the credibility of the data. Plaintiffs essentially ask the court to place great confidence in the cross checking efforts of the logistics teams within the Hellenic Armed Forces and the credibility of the inventory database(s) against which they conducted the cross checking. The court accepts that a second cross checking procedure was conducted and that HAF believes that the appendices to the July 2014 damage report reflect items that EVL lost. The fact that a second cross checking procedure was implemented, however, does not persuade the court that EVL lost the items that Plaintiffs attribute to it as having received. Stephanie Bo provided credible testimony that when EVL records showed an item was received, it was found. (T. 04/23/15).

Also worth noting is the additional argument made by Plaintiffs’ counsel regarding the $5 million difference in the lost materials damages calculation from the January to June 2014 damage report. The fact that a second cross checking procedure resulted in a considerably smaller damages calculation does nothing to increase the court’s confidence in the information contained in the supply depot’s database. Plaintiffs did not even provide evidence as to how the database was maintained or updated, how often, and by whom. Although Colonel Vlassis. testified that the information in the database came from FMS records, commercial requests, and vendors, he also stated that the database incorporated information from Mr. Klo-thakis’s email, the accuracy of which has not been established.

Plaintiffs also seek $4,447 in damages for “lost technical documentation.” (PTX 104, Appendix L to July 2014 damage report). The. July 2014 report states:

(a) The technical documentation of Hellenic Armed Forces, listed in EVL’s inventory report produced to HAF Committee , during inspection,, dated Oct[ober] 2013, which was not identified however by our personnel, is provided in Appendix “L” and costs 4,447.00$.

(b) The documentation, which was identified during inspection and is expected to be released from EVL’s facilities by the Judge’s order is not included in Appendix “L.”

(emphasis added). Most of the “technical documentation” identified in Appendix L reflects a twenty dollar cost. Captain Ka-tirtzidis testified that he received data from the logistics branch which showed an average value of twenty dollars for technical manuals because the Hellenic Air Force regularly purchases technical documentation. Although the “technical documentation” reflected in Appendix L predominantly reflects a cost of twenty dollars, it also identifies purportedly lost publications valued at a higher price. (See, e,g., PTX 104, Appendix L to July 2014 damage report, HAF 002535, $85 publication). Captain Katirtzidis testified that the higher figures reflect specific costs of technical -documentation from supply depot data for other versions of the same document.

Awarding damages for “lost technical documentation” presents the same problem discussed' above regarding lost materials damages. Plaintiffs have not pointed to any reliable evidence showing that the specific technical documentation they claim EVL lost actually was purchased by Plaintiffs, the date of such purchase, that the specific lost technical documentation was sent tó and received by EVL, and what materials the manuals pertain to. Appendix L to the July 2014 damage report does not even include a column for date of purchase or the date that HAF believes specific technical documentation was sent to or should have been received by EVL. Moreover, although Captain Katirtzidis generally averred that technical documentation cost twenty dollars on average, Plaintiffs have not provided any proof of the price paid for the specific technical manuals they believe were sent to EVL but now áre missing. According to the report prepared by Colonel Vlassjs following the October 20l3 inventory, EVL “forwarded initially — through e-mail — to the Committee and the law firm ‘Butzel Long, PC’ the total list of the retained materials which — according to the opposing party— were stored in this specific place.” (PTX 96, HAF 001453). The Committee also apparently received a list of items purportedly held .in EVL’s warehouse on October 15, 2013, the first day of the inspection. (Id.). In Appendix D to the post-inventory report prepared by Colonel Vlassis, (PTX 96), HAF identified “the bibliography requisitions,” which is the technical documentation Plaintiffs believe EVL lost, “that were on the first list given by [EVL] to the Committee for the inventory, but they were never found.” (Id. HAF 001455; PTX 96, HAF 001702-1707). No evidence has been presented as to the reliability of this “first list” purportedly emailed by EVL to HAF before the October 2013 inventory, when such list was created, by whom, or how. Moreover, according to Colonel Vlassis’s report, some items that were found by HAF during the October 2013 inventory were not identified on this first list, further undermining the reliability of this list. (See PTX 96, HAF 1455 (“5/in Appendix “E” the materials that were found during the inventory but they were not on the first list given by [EVL] to the Committee for the inventory.”)). Without any reliable evidence as a basis for concluding that EVL actually received the technical documentation and when, any damage award for “lost technical documentation” would be entirely speculative and, as such, will not be ordered.

Based on the foregoing, Plaintiffs have not convinced the court that they kept a complete and accurate record of when items were shipped to EVL (or should have been received by EVL), given that at least some of the items they now claim have been lost by EVL predate Contract No. 100/09 according to HAF’s own records and Plaintiffs produced no evidence that they previously inquired about these items. Accordingly, no damages for lost items will be awarded.

c. Expired Materials

According to the damage report prepared by Captain Katirtzidis, a subset of retained materials by EVL had a life limit and have since expired. (PTX 104, Katirt-zidis July 2014 damage report, HAF 002396; see also Table 4 to Appendix A in PTX 104). The expired materials are contained in Appendices H through J to Captain Katirtzidis’s July 2014 damage report in Plaintiffs’ Exhibit 104. Plaintiffs seek a total of $67,768.59 as damages for expired items for all three branches of the Hellenic Armed Forces.

Captain Katirtzidis testified that when the Hellenic Armed Forces conducted an inventory in EVL’s warehouse in October 2013, specific items were identified that had expired, such as oils for aircraft. (T. 4/17/15). He indicated that the packages contained in EVL’s warehouse reflected a life expiration date and from that information, the Hellenic Armed Forces determined items that have become useless and can no longer be used operationally by HAF. Plaintiffs calculated the damages for expired items by reviewing the purchase price of the respective expired items. Defense counsel indicated during closing argument that EVL does not directly contest the claim for damages for expired goods. Accordingly, Plaintiffs will be awarded damages in the amount of $67,768.59 for the expired items.

d. Depreciation

' Plaintiffs seek $17,366,533.50 in depreciation damages caused by the alleged inactivity or grounding of Hellenic Armed Forces’ aircraft and helicopters as a result of material retained by EVL. (PTX 104, Table 5 to July 2014 damage report, HAF 002406). The July 2014 damage report prepared by Captain Katirtzidis states that “[m]any aircraft[ ] and helicopters of the Hellenic Armed Forces have been grounded, i.e., remained in mission inactivity, due to the disruption the defendant generated to their regular logistics support.” (PTX 104, HAF 002396). Plaintiffs argue that items or parts held by EVL contributed to grounding of one hundred (100) aircraft and six (6) helicopters. (PTX 104, Table 5 to Appendix A & Appendices B & C to July 2014 damage report, HAF 001518-001525).

As intimated during trial, the attempt to quantify damages due to “depreciation” of aircraft and helicopters fails. Captain Ka-tirtzidis testified that he calculated annual depreciation by dividing the purchase price of each aircraft and helicopter by its life span, which he stated is an internationally accepted methodology used to calculate depreciation. (T. 04/17/15). On recall, he explained that the Aircrafts Engineering Directorate provided a formula to him to calculate the life span of grounded aircraft and helicopters. He testified that the information he received from the Aircraft Engineering Directorate indicated that the formula for life span is a ratio of maximum operational hours of aircraft to the hours each aircraft operates every year. In other words, the numerator is measured by maximum flying hours delineated by the manufacturer, and the denominator is measured by the actual flying hours of the aircraft by year. (T. Katirtzidis, 04/20/15).

The methodology Plaintiffs utilized for determining depreciation undermines their theory that the aircraft and helicopters declined in value as a result of the withholding of parts by EVL. Captain Katirtzi-dis’s depreciation model relies on two variables: purchase price and life span. The very formula or premise underlying the calculation of an aircraft’s or helicopter’s life span assumes the aircraft’s use. Here, the aircraft and helicopters were not utilizing any flying hours because, according to Plaintiffs, they were grounded. Plaintiffs provided, no evidence that any aircraft or helicopter that was not flown- because of a missing part diminished in value, but the methodology for calculating life span assumes the use of operational hours. Plaintiffs have not shown why operating the aircraft now, as opposed to sometime earlier, would decrease its value. Plaintiffs did hot produce a single witness or document to explain why the aircraft or helicopters would depreciate when not in use. The argument made by Plaintiffs’ counsel, Mr. Gordin, during a bench conference on April 20, 2015 and at closing argument that if an aircraft is grounded for a certain period of time'there is no way to tell how it will operate in the future proves that awarding depreciation damages based on the evidence presented would be far too speculative.

Moreover, the argument that HAF had to use other aircraft for more hours than would otherwise be needed because some aircraft were unavailable is similarly illogical. The operational hours will even out over tipie. Now that all necessary spare parts will be released, HAF can use the formerly unavailable aircraft, and not those overused over the past five years, to perform necessary duties. In short, Plaintiffs have not proven that the absence of spare parts resulted in any measurable depreciation damages.

One additional point is worth noting. Appendix B reflects that for all but thirty-one (31) of the aircraft, Plaintiffs- believe the grounding was due to additional missing parts and not only those withheld by EVL. In other words, for only thirty-one (31) out of the one hundred (100) aircraft do Plaintiffs, attribute grounding or inactivity solely due to EVL’s withholding of necessary spare parts. (PTX 104, Appendix B to-the July 2014 damage report, HAF 001518-001519). As the court pointed out during trial, the fact that .all but thirty-one aircraft were grounded at least in part due to missing parts not attributed to EVL creates a causation problem because those sixty-nine aircraft .would have remained grounded irrespective of whether EVL released the parts. During closing argument, Plaintiffs’ counsel cited Eagle-Picher Industries, Inc. v. Balbos, 326 Md. 179, 604 A.2d 445 (1992), involving asbestos, on the issue of causation. Cases discussing causation in the asbestos context are inapplicable here. Even if they were, however, unlike in Eagle-Pitcher, Plaintiffs have offered no evidence that the withholding of spare parts by EVL was a substantial factor in their grounding.

el Cost of Human Working Hours

Plaintiffs seek $7,572.50 in damages consisting of “[c]ost of consumed human working hours of Hellenic Army personnel for restorations.” (PTX 104, July 2014 damage report, HAF 002397). Captain Katirtzidis testified that this figure represents wages paid to personnel of the Hellenic Armed Forces to extract parts from some assets to other ones., According to Captain Katirtzidis’s testimony and Table 6 to Appendix A of the June 2014 damages report prepared by him, (PTX 104, HAF 002407), Army personnel expended approximately 218 hours in moving parts from certain assets to aircraft and/or helicopters. (T. 4/17/15). Captain Katirt-zidis testified that - only the Hellenic Army — and not the Navy and Air Force— possessed documentation to substantiate cost of human working hours in moving parts from aircraft. (Id.). He stated that logistics- staff verified the accuracy of the figures in terms of .expended hours and cost. Defense counsel did not object to this damage award - during closing argument. ' The court credits Captain Katirtzi-dis’s testimony and Table 6 to Appendix A of the June 2014 damage report, and will award Plaintiffs $7,572.50 in damages.

f. Punitive Damages

Plaintiffs also seek punitive damages. “[A] plaintiff has no right or entitlement to punitive damages under Maryland law.” Bowden v. Caldor, Inc., 350 Md. 4, 25, 710 A.2d 267 (1998). In Darcars Motors of Silver Spring, Inc. v. Borzym, 379 Md. 249, 841 A.2d 828 (2004), the Court of Appeals of Maryland provided the following analysis regarding an award of punitive damages for conversion:

In recent years, the law of punitive damages has undergone significant development. See, e.g., Montgomery Ward [v. Wilson], 339 Md. [701], 664 A.2d 916 [(1995)]; ... The leading case in this effort is Owens-Illinois v. Zenobia, in which Judge Eldridge, writing for the Court,- made it clear that a jury may award punitive damages only when a plaintiff has demonstrated by clear and convincing evidence that the defendant acted with “actual malice.” 325 Md. [420,] 460, 601 A,2d 633 [1992].

Like in the context of products liability, fraud, and malicious prosecution, the .availability of punitive damages for the tort of conversion depends on the intent of the tortfeasor. While a plaintiff may obtain a compensatory damage award by proving merely that the defendant, without bad faith, intended to exert unlawful dominion over the plaintiffs property, punitive damages may be awarded only if the defendant demonstrated “actual malice” in carrying out the conversion. The term “actual malice” in the context of conversion requires little explanation beyond the definition we have established in our previous cases: consciousness of the wrongdoing or “conduct of the defendant characterized by evil motive, intent to injure, ill will, or fraud.” Zenobia, 325 Md. at 460, 601 A.2d 633.... Where the defendant converts property' with a consciousness of 'the wrongfulness of that conversion, he or she possesses the requisite improper motive to justify the imposition of punitive damages.

Id. at 264-266, 841 A.2d 828. “[T]he trier of fact has discretion to deny punitive damages even where the record otherwise would support their award.” Adams v. Coates, 331 Md. 1, 15, 626 A.2d 36 (1993).

Plaintiffs have not proven by clear and convincing evidence that EVL acted with actual malice. Plaintiffs argue that the court should infer ill will by examining EVL’s conduct and justifications for continuing to accept the materials and refusing to forward them, and by purportedly misleading the Armed Forces.

It is uncontested that EVL continued to receive shipments following the termination of its freight forwarding services. Mr.. Georgakopoulos and Stephanie Bo both testified that HAF was responsible pursuant to the Security Assistance Management Manual (“SAMM”) to change the MAPAD listing to reflect that EVL was no longer the freight forwarder for the Greek government. (T. 04/21/15 & 04/23/15). Chapter C7.7.3 of SAMM supports this point:

Correct MAPAD addresses are essential for accurate routing of cargo and documentation and will also ensure the FMS purchasers are charged the correct transportation rate .... If there is a change in FMS freight forwarder, the purchaser is responsible for adjusting its MAPAD listing through the IA focal point and reconciling shipments received ■by its former FMS freight forwarder.

(PTX 118) (emphasis added). EVL was removed from MAPAD as a freight forwarder by March 15, 2010. (See PTX 82; T. Georgakopoulos 04/21/15). EVL continued to receive shipments after that date, however, and the reasons are not entirely clear. Mr. Georgakopoulos testified that the United States Army misdirected certain Greek military items to EVL sometime in 2011, and .the dispute was resolved in 2012, with EVL shipping the items to Stellar Maritime and receiving payment which included a nominal figure for storage fees. (See DTX 26). Plaintiffs did not present any additional evidence identifying what other materials EVL received after the MAPAD listing was changed and why. Mr. Georgakopoulous testified that in connection with repaired items, EVL was listed as an importer, thus it had to be the exporter and had to accept those items. (T: 04/21/15). EVL provided no legal support or other evidence confirming this point, but the burden is on Plaintiffs to prove by clear and convincing evidence that EVL acted with actual malice.

Plaintiffs also rely on an email from Elizabeth Donato, the central case manager for Greek Army programs, to George Georgakopoulos, dated March 16, 2011, in which she requested that “EVL no longer accept GoG shipments that were inadvertently shipped in error to EVL.” (PTX 76). Plaintiffs reference this correspondence as evidence that EVL should have refused further shipments after this point and failure to do so constitutes ill will. Plaintiffs have not even established, however, that EVL continued to receive and accept materials after the correspondence from Ms. Donato. Mr. Georgakopoulos testified that EVL received the majority of the items housed in its warehouse before April 17, 2010 and, as explained above, Plaintiffs could not identify a reliable and complete source on the record indicating exactly what was received and when. (T. 04/21/15). In her deposition, excerpts of which Plaintiffs have designated for trial, Ms. Donato testified that she did not believe that she authored any similar correspondence or e-mail instruction directing EVL not to accept GoG shipments before her email of March 16, 2011. (PTX 112, at 9). Plaintiffs’ counsel argued that as an experienced freight forwarder, EVL should have known not to accept the materials coming in after its freight forwarding services were terminated in February 2010 or should have contacted United States authorities to confirm its obligations concerning acceptance of misdirected items. Mr. Georgakopoulos’s testimony confirms that it was EVL’s top priority to have the Hellenic Armed Forces pay outstanding invoices before materials were released because as he stated, EVL often had to wait considerable periods of time to receive payment for shipped items and oftentimes the invoices were not paid fully. (See DTX 16). Captain Nikomanis testified that after November 30, 2009 until July 2010, HAF made monthly payments to EVL. (T. 04/17/15). These payments were made for items that were delivered much earlier, however, and invoices remained outstanding. (T. Georgakopoulos, 04/21/15). As Mr, Georgakopoulos stated, the primary reason for continuing relations with the Greek government from EVL’s perspective was not for monetary purposes, but to gain leverage in attracting other business. (Id). Undoubtedly, EVL should have been much more proactive in determining its obligations and it was exceedingly imprudent for EVL to condition the release of materials on payment of outstanding invoices and storage fees. Nor did EVL have a legal basis for refusing to release retained materials until HAF paid outstanding invoices, although EVL believed it could assert a statutory lien. Nevertheless, EVL’s conduct does not rise to the level of evil motive, intent to injure, ill will, or fraud, .to warrant punitive damages.

Based on the foregoing, punitive damages will not be awarded.

B. Defendant’s Counterclaim

Defendant’s breach of contract counterclaim is premised on Plaintiffs’ refusal to pay four categories of invoices: (1) invoices 1-51; (2) invoices 52-64; (3) invoices 65-67; and (4) invoices 68-78. Article 8.3 of Contract No. 100/09 states:

The Military Attaches -will repay the CONTRACTOR [EVL] in U.S. dollars for the services rendered by the contractor, within two (2) .months at the latest from the date they received the required supporting documents, as the case may be, which the competent Services will receive in Greece, provided that a relevant inspection determines that they are appropriate.

(DTX 1) (emphasis added). Captain An-dreas Nikomanis provided testimony on behalf of HAF regarding payment of invoices. Captain Nikomanis worked in the 112th combat wing of the Hellenic Air Force from 2005 to 2008, and was transferred to the transportation division in 2008, where he was responsible for payments for transportation materials of the Hellenic Air Force. (T. 04/17/15). He testified that his procedure for reviewing EVL’s invoices involved determining whether the charges were consistent with Contract No. 100/09 and Greek legislation and whether all appropriate documentation was included to justify the respective charges. (Id.).

1. Invoices 1-51

Captain Nikomanis stated that after the expiration of Contract No. 100/09, he received instruction from the General Staff that draft Contract No. 47/10 was commonly agreed to between EVL and the Air Force and that the respective invoices should be reviewed according to that contract. Between May and July 2010, a time period post-dating the termination of EVL’s freight-forwarding services, EVL submitted these fifty-one (51) invoices seeking payment for services performed between December 1, 2009 and February 24, 2010. (See DTX 10). Captain Niko-manis stated that these fifty-one (51) invoices were properly documented under Contract No. 100/09 but were not paid by HAF solely because, according to HAF, they were improperly billed using the pricing terms of Contract No. 100/09 instead of Contract No. 47/10. (T. 04/17/15). Plaintiffs take the position that from December 1,2009 until February 24, 2010, the parties were governed by Contract No. 47/10.

It is undisputed that Contract No. 100/09 covered freight-forwarding services by EVL and payment from the Hellenic Armed, Forces from March 1, 2009 until November 30, 2009. (DTX 1). The only dispute concerns what terms governed the parties’ relationship from December 1, 2009 until February 24, 2010, when EVL received official written notice from Mr. Klothakis that the Minister of Defense terminated its freight-forwarding services. (T. Georgakopoulos, 04/21/15). Captain Katirtzidis testified that in 2009, three companies, Imperio-Argo .Group, EVL, and Stellar Maritime, participated in a procurement bid for a freight forwarding contract after the expiration of Contract No. 100/09. (T. 04/16/15). On August 18, 2009, the Minister of Defense reached a decision to award the new freight forwarding contract to Imperio-Argo Group, ,and EVL formally protested that decision under Greek law.. (Id.; T.. Georgakopoulos 04/21/15). After November 30, 2009, the parties began discussing the terms of an interim contract-draft No. 47/10 — which would govern from December 1, 2009 until the resolution of EVL’s protest of the new contract award to Imperio-Argo Group. The parties disagree on whether the terms of the negotiated contract ever became binding on the parties. Under draft No. 47/10, payment for EVL’s services would be based on the destination of the materials and different rates would apply depending on the “zones” identified in draft No. 47/10. (PTX 18, draft 47/10, HAF 001345-001347). Specifically, pricing under draft No. 47/10 would be determined based on the weight of the item and the zone under which it falls depending on where it would be transported. (Id.). Under Contract No. 100/09, however, zone and item weight did not affect pricing.

Plaintiffs have not proven that the parties who participated in negotiations in Jahuaiy 2010 had the authority to bind either party to the terms of draft No. 47/10. During direct examination, Mr. Georgakopoulos, who served as the President of EVL beginning in July 2009, was shown a Greek and English-translated version of Contract No. 47/10 from January 12, 2010 containing initials on every page; Mr. Georgakopoulos stated that the initials were not his and that EVL’s attorney in Greece signed the document in January 2010 and faxed it to EVL. (T. 04/21/15; see also PTX 18, January 2010 draft of 47/10). Mr. Georgakopoulos testified that initialing documents is standard protocol used by foreign governments for submitting documents for purposes of negotiation or review. The Greek version' of the January 2010 draft of 47/10 contains the ‘words “Draft Only For' Negotiations” on every page. (PTX 18). Mr. Georgakopoulos státed that he never received a copy of 47/10 without the words “draft only.” He further testified that when a contract is finally agreed to by both parties, it bears the stamp of the Greek government and is signed and sealed, as reflected on the last page of the Greek version of Contract No. 100/09 which was formally executed. (See DTX 1). He stated that he never saw a copy of draft No. 47/10 that contained a signature and stamp of the Greek government. (T. 04/21/15).

Captain Katirtzidis provided similar testimony. He testified that he supervised the progress of negotiating the interim contract in January 2010, although he did not participate in the January negotiation. (T. 04/16/15). He also stated that the January 2010 version of draft No. 47/10 was not signed formally, but was signed or initialed only within the context of negotiations, showing that two parties mutually agree to the draft contract during negotiations. According to Captain Katirtzidis’s testimony, however,-in order for the Gréek government to be bound by the terms of any contract, it must be approved by the Minister of Defense, after which candidates would be invited to sign the contract formally. (Id.). It was not until May 3, 2010, nearly three months' after Greece terminated EVL’s freight forwarding services, that the Minister of Defense sent a fax message to George Voultsis, EVL’s attorney at the time, inviting EVL to sign draft No. 47/10. (PTX 39). What followed were a series of communications back and forth between HAF and EVL, with each side expressing its objection to varying demands by the other, and with HAF urging EVL formally to sign draft No. 47/10. (See PTX 40, 42, 47, 48, 50, 52, 53, 54). Representatives from EVL and HAF met in Greece in June 2010 to di