Contract analysis

I. EXECUTIVE SUMMARY This memorandum documents the representation by Calderwood & Harkness LLP ("C&H" or the "Firm") of Thalassa Shipping & Logistics SA ("TSL"), a Greek Société Anonyme headquartered at 42 Akti Miaouli, Piraeus 185 38, Greece, and its wholly owned subsidiary Aegean Fortuna Shipholding Ltd. ("Aegean Fortuna"), a Liberian limited liability company (Registration No. LR-C-20167845), in their defense of a

II. PARTIES AND COUNSEL A. Our Client Thalassa Shipping & Logistics SA ("TSL") is a Greek Société Anonyme engaged in international commercial shipping operations, with its registered office and principal place of business at 42 Akti Miaouli, Piraeus 185 38, Greece. TSL's chairman and chief executive officer is Alexandros Stavridis; its chief financial officer is Elena Papadimitriou; and its general counsel is Markos

III. FACTUAL BACKGROUND A. The Charter-Party The charter-party at the center of this dispute was executed on December 3, 2020, by and between Aegean Fortuna Shipholding Ltd. (as disponent owner, acting through TSL as its managing agent) and Northwind Maritime Corporation (as charterer). The charter-party was based on the New York Produce Exchange Form 2015 ("NYPE 2015"), as amended by the parties through a series of

Clause 2 (Delivery and Trading Area) and Clause 6 (Maintenance and Seaworthiness): Imposed on TSL, as owner, the obligation to maintain the vessel in a thoroughly efficient state in hull, machinery, and equipment throughout the charter period and to exercise due diligence to ensure the vessel's seaworthiness at all times.

Clause 5 (Trade Limits): The vessel was permitted to trade worldwide, with the exception of ports or territories subject to OFAC sanctions, designated war-risk zones, and ice-bound waters north of latitude 68°N.

Clause 11 (Off-Hire): Provided that the vessel would be placed off-hire for any period during which time was lost due to deficiency or default of the owner, including breakdown of machinery, drydocking, and inability to perform the charter service. Clause 11 further provided the charterer with a right of setoff against hire payments for any sums owing on account of off-hire periods.

Clause 28 (Liquidated Damages): Established a liquidated damages provision requiring the owner to pay the charterer 150% of the product of the aggregate off-hire days multiplied by the daily hire rate for any breach of the maintenance or seaworthiness obligations, subject to a cap of $4,500,000 "for any single continuous period of breach." The interpretation of this cap — specifically, whether it applied on a per-inc

1. Incident 1: Turbocharger Failure (March 12 – April 2, 2022) On March 12, 2022, while the M/V Aegean Fortuna was en route from Paradip, India, to Mombasa, Kenya, with a cargo of thermal coal, the vessel's main engine turbocharger suffered a catastrophic failure in the Indian Ocean. The failure necessitated a diversion to Colombo, Sri Lanka, for emergency repairs. The vessel arrived at Colombo on March 15, 2022, and

2. Incident 2: BWTS and Auxiliary Boiler Failure (July 8 – July 29, 2022) On July 8, 2022, while the vessel was berthed at Richards Bay, South Africa, two systems failed in close succession: the ballast water treatment system ("BWTS") experienced a malfunction that rendered it inoperable, and the auxiliary boiler failed, preventing the vessel from maintaining the necessary steam supply for cargo operations. The combi

3. Incident 3: Cylinder Liner Failure and Drydocking (November 15 – December 10, 2022) On November 15, 2022, the M/V Aegean Fortuna experienced a main engine cylinder liner failure while operating in the North Sea. The vessel was diverted to Keppel Verolme Shipyard in Rotterdam, Netherlands, for drydocking and repairs. The drydocking lasted from November 18 through December 10, 2022, with the vessel off-hire for a to

4. Route Deviation: Maputo Call (September 2022) In September 2022, during a voyage from Durban, South Africa, to Qingdao, China, the M/V Aegean Fortuna deviated from its planned route and called at Maputo, Mozambique. Northwind alleged that the deviation was unauthorized and was undertaken by TSL to load TSL's own cargo at Maputo, in breach of the charter-party's trade limits and the fundamental obligation to employ

5. Total Off-Hire Days Claimed Northwind claimed a total of 68 off-hire days across the three maintenance-related incidents (22 + 21 + 25), exclusive of the 4 additional days attributable to the route deviation. C. Northwind's Claimed Damages ($18,300,000 Total) Northwind's complaint, as subsequently refined through discovery and expert reports, claimed the following categories of damages totaling $18,300,000: With r

IV. LITIGATION HISTORY AND PROCEDURAL SUMMARY A. Pre-Trial Phase On October 2, 2023, Northwind Maritime Corporation filed a verified complaint in the Supreme Court of the State of New York, New York County, Commercial Division (Index No. 655421/2023), asserting claims against TSL and Aegean Fortuna for breach of charter-party, breach of the implied warranty of seaworthiness, unjust enrichment, and pass-through of thi

V. SETTLEMENT TERMS A. Settlement Amount The parties agreed to a total settlement amount of $7,850,000, payable by TSL and Aegean Fortuna to Northwind in full and final resolution of all claims and counterclaims. B. Payment Structure The settlement amount is payable in three installments as follows: The Effective Date under the Settlement Agreement is defined as November 20, 2024, the date of execution. C. Funding So

Section 8.14 of TSL's Credit Agreement with Meridian Capital Bank AG, dated April 1, 2019, requires TSL to notify the lender within five business days of entering into any settlement or judgment exceeding $5,000,000. The $7,850,000 settlement amount exceeds this threshold. A notification letter was transmitted to Lukas Brandt, Relationship Manager at Meridian Capital Bank AG, on November 22, 2024, within the required

VI. ASSESSMENT OF OUTCOME A. Settlement in Context of Claimed Damages Northwind's original claim totaled $18,300,000. The settlement of $7,850,000 represents approximately 42.9% of the total claimed damages. After accounting for TSL's waiver of its $1,620,000 counterclaim for unpaid hire, the net economic cost to TSL is $6,230,000, representing approximately 34.0% of Northwind's original claim. By any measure, this r

Clause 28 LD Cap Uncertainty. The interpretation of Clause 28's liquidated damages cap — per-incident versus aggregate — was a pivotal legal issue on which TSL's motion for partial summary judgment was pending. While TSL's position (single aggregate cap) was well-supported, the language of the clause was susceptible to more than one reasonable interpretation. If the Court adopted Northwind's per-incident interpretati

VII. FEES AND COSTS SUMMARY A. Calderwood & Harkness LLP Fees The C&H team members and their respective billing rates, hours, and fees for this matter are set forth below: The original fee estimate provided to TSL at the commencement of the engagement was approximately $2,180,000. Actual fees of $2,147,625 resulted in a variance of ($32,375), or approximately 1.5% under estimate. The C&H team managed staffing, task a

VIII. KEY TAKEAWAYS AND LESSONS LEARNED A. Substantive and Legal Takeaways Liquidated Damages Cap Interpretation. The interpretation of Clause 28's liquidated damages cap — specifically, whether the $4,500,000 cap applies on a per-incident basis or as a single aggregate cap for the entire charter period — remains unresolved by the Court, as TSL's summary judgment motion was withdrawn prior to decision following the s

IX. OUTSTANDING ACTION ITEMS AND MATTER-CLOSING CHECKLIST A. Settlement Payment Tracking • [ ] Payment 1 ($4,000,000): Due within 30 days of the Effective Date (November 20, 2024), i.e., by approximately December 20, 2024. Monitor deposit to Atlantic Fiduciary Trust Company, Escrow Account No. ESC-2024-NYK-08831. • [ ] Payment 2 ($2,000,000): Due within 90 days of the Effective Date, i.e., by approximately February 1