Contract analysis
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Contract analysis / engagement-letter-enforcement-phase.docx
engagement-letter-enforcement-phase.docx
High · 4
Medium · 8
Standard · 1
1. Introduction and Purpose
High
⚑ Non-compete / exclusivity restraint
1. Introduction and Purpose Calderwood & Harkness LLP ("C&H" or "the Firm") is pleased to confirm its engagement by Thalassa Shipping & Logistics SA ("TSL" or "the Client"), a Société Anonyme organised under the laws of the Hellenic Republic, Tax Identification Number (AFM) EL-801456729, with its registered and principal offices at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece. This letter sets forth the terms u
2. The Award
Medium
⚑ Forum / governing law
2. The Award The Final Award dated 28 June 2024 in LCIA Case No. 224718 is comprised of the following principal elements: 2.1 Damages Awarded The Tribunal awarded TSL total damages in the amount of £96,450,000 (ninety-six million four hundred and fifty thousand pounds sterling), broken down as follows: 2.2 Costs The Tribunal allocated the costs of the arbitration 85% to KMH and 15% to TSL, resulting in the following
3. Scope of Engagement
Medium
⚑ Notice / time limit to track
3. Scope of Engagement 3.1 General Scope C&H is engaged to act as lead enforcement counsel for TSL in the enforcement and collection of the Award across multiple jurisdictions worldwide. The scope of this engagement covers all steps reasonably necessary to convert the Award into enforceable judgments, orders, and decrees in each relevant jurisdiction, and to execute upon the assets of KMH and, where legally permissib
4. Engagement Team
Medium
⚑ Forum / governing law
4. Engagement Team The following members of C&H will constitute the core engagement team for this matter: Responsible Partner: Samuel Eklund. Mr. Eklund will bear overall responsibility for the strategic direction and conduct of the enforcement proceedings, the management of the client relationship, and the supervision of all work performed by the C&H team and local counsel across jurisdictions. Mr. Eklund is a partn
5. Fee Arrangements
High
⚑ Non-compete / exclusivity restraint
5. Fee Arrangements 5.1 Hourly Rates The Firm's current standard hourly rates applicable to this engagement are as follows: Time is recorded in units of six minutes (0.1 of one hour). All time entries will include a brief narrative description of the work performed. Invoices will set out time charges by fee earner, with total hours and amounts for each fee earner clearly identified. The rates set out above are the Fi
6. Billing and Payment
High
⚑ Non-compete / exclusivity restraint
6. Billing and Payment Invoices in respect of C&H's fees and disbursements will be rendered monthly in arrears, generally within ten (10) business days following the end of each calendar month. Payment of each invoice is due within thirty (30) days of the date of the invoice. Late payments will bear interest at the rate of 4% per annum above the base rate of the Bank of England from time to time in force, calculated
7. Coordination with Local Counsel
7. Coordination with Local Counsel Given the multi-jurisdictional nature of this enforcement, effective coordination between C&H and local counsel in each jurisdiction is essential. The parties agree to the following coordination framework: C&H will serve as the central coordinating hub for all enforcement activity across jurisdictions. All instructions to local counsel will be issued by C&H on behalf of and in consu
8. Reporting
Medium
⚑ Confidentiality undertaking
8. Reporting C&H will provide bi-weekly written status reports to the Client, summarising progress across all enforcement jurisdictions. Each report will cover, at a minimum: (a) A summary of material developments in each jurisdiction since the last report; (b) A description of work in progress and anticipated next steps; (c) An update on the status of all pending applications and proceedings; (d) An update on asset
9. Client Responsibilities
Medium
⚑ Notice / time limit to track
9. Client Responsibilities In order for C&H to conduct the enforcement proceedings effectively and efficiently, the Client will: (a) Provide C&H promptly with all information, documents, records, and data reasonably requested in connection with the enforcement, including (without limitation) copies of the charter-parties, financial records relating to the claims, any information in the Client's possession regarding K
10. Confidentiality
Medium
⚑ Forum / governing law
10. Confidentiality All information and documents communicated between C&H and the Client in connection with this engagement are, and shall remain, subject to legal professional privilege (including litigation privilege and legal advice privilege) to the fullest extent available under English law and applicable law in each enforcement jurisdiction. C&H will treat all such information as strictly confidential. C&H wil
11. Conflicts of Interest
11. Conflicts of Interest C&H has conducted a thorough conflicts check across all offices and practice groups of the Firm and confirms that, as of the date of this letter, the Firm has no conflict of interest in acting for TSL against KMH or any of its related entities. In particular, C&H confirms that it does not currently act for, and has not at any time acted for: (a) Korinthian Maritime Holdings Ltd.; (b) Korinth
12. Limitation of Liability
Medium
⚑ Liability cap to check against exposure
12. Limitation of Liability C&H's aggregate liability to the Client arising out of or in connection with this engagement (whether in contract, tort, negligence, breach of statutory duty, or otherwise) shall be limited to the amount of coverage available under the Firm's professional indemnity insurance policy as maintained from time to time. Details of the Firm's professional indemnity insurance coverage, including t
13. Termination
Medium
⚑ Notice / time limit to track
13. Termination Either party may terminate this engagement upon thirty (30) days' written notice to the other party. Notice of termination shall be given in writing and shall be effective upon receipt by the other party. Upon termination of this engagement for any reason: (a) The Client shall remain liable for all fees (at the hourly rates set out in Section 5.1, subject to the Fee Cap) and disbursements properly inc
14. Regulatory Information
14. Regulatory Information Calderwood & Harkness LLP is a limited liability partnership registered in England and Wales under registration number OC 342178, with its registered office at 45 Moorgate, London EC2R 6AR, United Kingdom. The Firm is authorised and regulated by the Solicitors Regulation Authority ("SRA") under SRA number 528641. A list of members of the LLP is available for inspection at the Firm's registe
15. Governing Law and Jurisdiction
High
⚑ Non-compete / exclusivity restraint
15. Governing Law and Jurisdiction This engagement letter and any non-contractual obligations arising out of or in connection with it shall be governed by and construed in accordance with the laws of England and Wales. Any dispute arising out of or in connection with this engagement letter, including any question regarding its existence, validity, or termination, shall be subject to the exclusive jurisdiction of the
16. Acceptance
16. Acceptance We should be grateful if you would confirm your acceptance of the terms set out in this engagement letter by signing and returning the enclosed duplicate copy to the Firm at your earliest convenience. By signing below, you confirm that you have read and understood the terms of this engagement letter and that you have authority to bind Thalassa Shipping & Logistics SA to the obligations set out herein.
1. Duplicate copy of this engagement letter for countersignature and return
1. Duplicate copy of this engagement letter for countersignature and return
2. Calderwood & Harkness LLP — Standard Terms and Conditions of Business (September 2024
2. Calderwood & Harkness LLP — Standard Terms and Conditions of Business (September 2024 edition)
3. Conflicts Clearance Confirmation — Internal memorandum reference SC/CON/2024-0912, dat
Standard
⚑ Commercial term
3. Conflicts Clearance Confirmation — Internal memorandum reference SC/CON/2024-0912, dated 10 September 2024 Calderwood & Harkness LLP is a limited liability partnership registered in England & Wales (OC 342178). Authorised and regulated by the Solicitors Regulation Authority (SRA No. 528641). A list of members is available at 45 Moorgate, London EC2R 6AR. The term "partner" refers to a member of Calderwood & Harkne