Zernavi to provide victuals and food and beverage management to the Vessel. The parties reached agreement on the services Zernavi would provide and the prices to be charged, with the details of the agreement to be finalized in continuing negotiations. The negotiations continued into November 2003, when the Vessel made its positioning voyage from Greece to Florida, where it would operate for the winter months from the “home port” of Port Everglades in Fort Lauderdale, Florida. Before the Vessel left on the positioning voyage, Zer-navi assumed control of the victualing and food and beverage management. Accordingly, Zernavi purchased $243,616.56 worth of existing food and beverage items already onboard the Vessel and in a shore-side warehouse in Greece that were owned by OWC and ROC, and loaded the warehouse items onto the vessel before it left the Mediterranean Sea.
During the positioning voyage Zernavi had one full-time representative onboard the vessel, Giuseppe Longo (“Longo”), and another representative, Vincenzo Orlandini (“Orlandini”), who was onboard for part of the voyage. Upon arriving in Florida, Zernavi issued invoices totaling $225,920.77 for items consumed and services rendered during the positioning voyage.
Orlandini, along with another Zernavi representative, Massimo Guglielmo (“Gu-glielmo”), met the Vessel when it arrived in Fort Lauderdale, Florida. From Florida, they organized Zernavi’s purchase of food, beverage, and food service items from United States suppliers and had the items loaded onto the Vessel before it conducted cruises from Port Everglades. Together, Longo, Orlandini, and Guglielmo provided food and beverage management services both while the Vessel was in Port Everglades, and while the Vessel conducted cruises from its home port of Port Everglades.
The Vessel made two cruises from Port Everglades: the first was from November 30, 2003, to December 17, 2003, and the second was from December 17, 2003, to January 2, 2004. Zernavi issued invoices to the Vessel totaling $222,485.47 for items consumed and services rendered during the first cruise, and invoices totaling $227,238.88 for items consumed and services rendered during the second cruise. Zernavi also issued invoices related to items consumed and services rendered on both cruises that totaled $40,771.96. All together, Zernavi’s invoices for the two cruises from Port Everglades amounted to $490,496.31.
At the end of December 2003, after the second cruise had already departed from Port Everglades, ROC submitted a proposed contract to Zernavi for its approval. However, the proposed contract included several provisions that were either directly opposite Zernavi’s proposals or had not yet been negotiated, including an English choice of law provision. Zernavi never signed ROC’s proposed contract and explicitly rejected it during a telephone conversation. Ultimately, OWC filed for bankruptcy protection and the Banks filed this action to foreclose on the Vessel.
After the vessel ceased operations, Zer-navi sold to the Vessel and her owners the food, beverage, and food service items that remained onboard after the conclusion of the second Port Everglades cruise on January 2, 2004. Zernavi and representatives for the Vessel conducted a full inventory of the remaining items, and Zernavi issued invoices to OWC and ROC totaling $420,646.22.
Zernavi filed a motion to intervene in this action, claiming that it was entitled to a maritime lien under the Commercial Instruments and Maritime Liens Act (“CIM-BA”), 46 U.S.C. § 31301 et seq., which grants priority to creditors holding mari