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Contract analysis / instruction-letter-hartwell-pemberton.docx
instruction-letter-hartwell-pemberton.docx
High · 2
Medium · 4
Standard · 2
1. Introduction and Purpose of Engagement
Standard
⚑ Commercial term
1. Introduction and Purpose of Engagement We write to formally instruct Hartwell Pemberton LLP ("HP" or "you") on behalf of our client, Thalassa Shipping & Logistics SA ("TSL"), a Société Anonyme organised under the laws of the Hellenic Republic, with its registered address at 14 Akti Miaouli, 4th Floor, Piraeus 185 35, Greece. Calderwood & Harkness LLP ("C&H" or "we") acts as TSL's solicitors in connection with the
2. Background to the Dispute and Award
Medium
⚑ Forum / governing law
2. Background to the Dispute and Award We set out below a summary of the factual and procedural background to this matter, to the extent relevant to your engagement. A more detailed factual briefing will be provided at the kick-off meeting, together with copies of the key documents identified in Section 5 below. 2.1 The Parties Thalassa Shipping & Logistics SA ("TSL") TSL is a Greek-headquartered shipping and logisti
3. Scope of Engagement
Medium
⚑ Liability cap to check against exposure
3. Scope of Engagement The scope of HP's engagement is set out in detail below. We anticipate that the scope may need to be refined or expanded as the enforcement campaign progresses and additional information becomes available, but the following workstreams represent the core of the engagement as presently conceived. 3.1 Mapping KMH's Corporate Structure HP is instructed to carry out a comprehensive mapping of KMH's
4. Deliverables
4. Deliverables The deliverables required under this engagement are as follows: 4.1 Preliminary Asset Tracing Report Due date: 15 August 2024 (approximately two weeks from the date of this instruction). This report should cover, at a minimum: (a) the corporate structure mapping described in Section 3.1, based on the information available at that date; (b) the known bank accounts, estimated balances, and financial ass
5. Information to Be Provided by Calderwood & Harkness
5. Information to Be Provided by Calderwood & Harkness Upon HP's acceptance of this engagement, C&H will provide the following documents and materials as an initial documentation package: (a) A certified copy of LCIA Award No. 224718, dated 28 June 2024, together with any separate orders on costs. (b) Copies of the three time charter-party agreements between TSL and KMH, dated 15 March 2019, 22 January 2020, and 10 J
6. Coordination and Reporting
Medium
⚑ Confidentiality undertaking
6. Coordination and Reporting The primary C&H contact for this engagement will be Hannah Brinkley, Lead Associate (direct line: +44 (0)20 7936 4518; email: h.brinkley@calderwoodharkness.com), with oversight by the undersigned, Samuel Eklund, Responsible Partner. All substantive deliverables should be addressed to both Hannah Brinkley and Samuel Eklund. We understand that HP's lead personnel on this engagement will be
7. Fee Arrangements
High
⚑ Non-compete / exclusivity restraint
7. Fee Arrangements HP's fee estimate for the full scope of work described in this letter is £345,000 (three hundred and forty-five thousand pounds sterling), inclusive of all disbursements incurred by HP (including but not limited to corporate registry search fees, database access charges, and travel expenses), and exclusive of Value Added Tax at the prevailing rate. The indicative breakdown of fees by workstream is
8. Confidentiality and Privilege
Medium
⚑ Forum / governing law
8. Confidentiality and Privilege All information, documents, and materials provided to HP in connection with this engagement are strictly confidential. Such materials are provided subject to, and protected by, legal professional privilege and/or litigation privilege, as applicable. HP must not disclose any information relating to the engagement, the parties, or the subject matter of the engagement to any third party
9. Conflicts
9. Conflicts We request that HP carry out a full conflicts check in relation to the following parties before accepting this engagement: (a) Korinthian Maritime Holdings Ltd. (Cyprus Registration No. HE 387421) (b) Korinthian Bulkers (Singapore) Pte. Ltd. (c) Dnepr Shipholding Inc. (BVI Company No. 2014876) (d) Korinthian DMCC (Dubai, UAE) (e) Oceangate Ventures Ltd. (Cyprus Registration No. HE 401293) (f) Andrei Volk
10. Terms of Engagement
High
⚑ Non-compete / exclusivity restraint
10. Terms of Engagement This letter of instruction shall, together with HP's standard terms of engagement (a copy of which was provided to C&H on 22 July 2024 and has been reviewed by us), constitute the contractual basis for HP's engagement. In the event of any conflict or inconsistency between the terms of this letter and HP's standard terms of engagement, the terms of this letter shall prevail. The engagement shal
11. Acceptance and Next Steps
Standard
⚑ Commercial term
11. Acceptance and Next Steps We would be grateful if you could countersign and return a copy of this letter at your earliest convenience to confirm HP's acceptance of the engagement on the terms set out herein. A countersignature block is provided at the foot of this letter for this purpose. Upon receipt of the countersigned letter, C&H will immediately provide the initial documentation package described in Section