Contract analysis

I. OBJECTIVES OF CROSS-EXAMINATION Sandra Chow is Northwind Maritime Corporation's ("Northwind") Chief Financial Officer and the individual most directly responsible for quantifying and substantiating Northwind's claimed damages totaling $18,300,000 across multiple categories. She oversaw the internal compilation of the damages figures, coordinated with Northwind's damages expert, and signed or verified Northwind's i

1. Undermine the reliability and methodology of Northwind's damages calculations across all categories. Northwind's damages claim spans nine distinct categories, several of which rest on internally generated calculations that have not been independently verified. The examination should probe the factual foundation, documentary support, and computational methodology for each category with the aim of demonstrating that

2. Establish that Northwind inflated its claimed losses, particularly substitute charter costs, cargo damage, and lost sub-charter profit. There are strong indications that Northwind failed to obtain competitive substitute charter rates, overstated the quantum of iron ore oxidation damage, and presented its lost sub-charter profit margin in a manner that ignores intervening costs that would reduce or eliminate the cl

3. Elicit admissions regarding Northwind's failure to mitigate damages. Across multiple categories — particularly substitute charter costs and lost sub-charter profit — Northwind appears to have taken inadequate steps to minimize its losses, or to have delayed in arranging substitute tonnage when commercially reasonable alternatives were available.

4. Probe the factual basis for the withheld hire of $1,620,000 (October 1 through December 31, 2022, being $14,750 per day multiplied by 110 days) and whether Northwind's withholding was proper under Clause 11 (off-hire) or constituted a unilateral setoff. There is a critical discrepancy between the 68 off-hire days Northwind claims and the 110 days of hire it actually withheld, representing an unexplained gap of 42

5. Establish the foundation for TSL's counterclaim for $1,620,000 in unpaid hire. Chow's testimony is essential to proving that hire was due and owing for the period in question and that Northwind's unilateral decision to withhold payment was not authorized by the charter-party.

6. Obtain admissions useful for TSL's partial summary judgment motion on the liquidated damages cap interpretation (Clause 28 — single cap of $4,500,000 for the entire charter period versus Northwind's argument that the cap applies on a per-period basis). If the cap is a single, aggregate cap, it is potentially dispositive of the largest single element of Northwind's claim and eliminates Northwind's attempt to "stack

7. Test Chow's personal knowledge versus reliance on others, particularly Northwind's damages expert, Dr. Rajesh Anand of Pinnacle Valuation Partners LLP. To the extent that Chow is merely parroting conclusions fed to her by Dr. Anand or by counsel, her testimony carries less weight as lay fact testimony and her role as the purported fact witness for damages is undercut.

II. PRELIMINARY BACKGROUND AND FOUNDATION QUESTIONS A. Role and Responsibilities The examination should begin by establishing Chow's professional background and her role within Northwind in order to fix the scope of her personal knowledge and responsibility for the matters at issue. • Confirm that Chow holds the title of Chief Financial Officer of Northwind Maritime Corporation. • Confirm that Northwind Maritime Corp

III. OFF-HIRE DEDUCTIONS ($1,003,000) A. Calculation Methodology This damages category is foundational because it underlies several other categories. The examination should establish the precise mechanics of Northwind's off-hire calculation and probe its reliability. • Confirm that Northwind claims a total of 68 off-hire days across three separate incidents during the charter period. • Confirm the basic calculation:

IV. LIQUIDATED DAMAGES UNDER CLAUSE 28 ($4,500,000) A. Clause 28 Interpretation This section addresses the single largest component of Northwind's damages claim and the issue most directly relevant to TSL's planned partial summary judgment motion. • Confirm Chow's understanding of the Clause 28 liquidated damages formula. The formula provides for liquidated damages equal to 150% of the aggregate off-hire days multipl

V. SUBSTITUTE CHARTER COSTS ($471,600) A. Calculation. • Confirm the claimed calculation for substitute charter costs: ($21,300/day − $14,750/day) × 72 days = $6,550/day × 72 days = $471,600 • Establish the identity of the substitute vessel or vessels that Northwind chartered during the off-hire periods. What was the name of each vessel? Who was the owner? What were the terms of the charter — was it a time charter, v

VI. CARGO DAMAGE CLAIMS — IRON ORE OXIDATION ($3,420,000) A. Factual Basis • Confirm that this damages category relates specifically to Incident 2 (July 8 through July 29, 2022) — the BWTS malfunction and auxiliary boiler failure at Richards Bay, South Africa. • Confirm the nature of the cargo: iron ore. Confirm the nature of the alleged damage: oxidation of the iron ore during the period of delay at Richards Bay. •

VII. DEMURRAGE AND DEAD FREIGHT — QINGDAO LAYCAN MISS ($1,230,000) A. The Maputo Deviation • Confirm the factual basis for this damages category: In September 2022, the M/V Aegean Fortuna deviated from its planned Durban-to-Qingdao voyage to load cargo at Maputo, Mozambique. The deviation added approximately 4 days to the voyage. As a result, Northwind alleges that the vessel missed a cargo laycan window at the port

VIII. ADDITIONAL PORT COSTS AND BUNKER SURCHARGES ($875,400) This damages category is a catch-all and is particularly susceptible to challenge on grounds of specificity, documentation, and overlap with other categories. • Require Chow to provide a detailed breakdown of the $875,400 figure: • Which ports are included? For each port, what specific costs were incurred (e.g., port charges, pilotage, towage, agency fees,

IX. LOST SUB-CHARTER PROFIT WITH EASTBOURNE BULK CARRIERS ($166,600) A. The Eastbourne Sub-Charter • Confirm that Northwind sub-chartered the M/V Aegean Fortuna to Eastbourne Bulk Carriers Ltd., a company organized under the laws of England and Wales, at a daily rate of $17,200 per day. • When was the Eastbourne sub-charter entered into? What was its duration? Was it coterminous with the head charter (i.e., did it ru

X. THIRD-PARTY SHIPPER CLAIMS ($5,634,400) A. Identification of Claims • Northwind claims $5,634,400 in pass-through liability arising from three separate cargo claims brought by third-party shippers. Require Chow to identify each claim in detail: • The identity of each claimant (company name, jurisdiction of incorporation, relationship to Northwind); • The type of cargo involved in each claim; • The voyage during wh

XI. NORTHWIND'S LEGAL FEES CLAIMED AS DAMAGES ($999,000) • Northwind claims $999,000 in legal fees and expert costs as an element of its damages in this action. This is an unusual claim, as legal fees are typically recoverable only as costs (if at all) and not as substantive damages. Probe the legal and contractual basis for this claim. • Request a breakdown of the $999,000 figure: • Fees of Hargrove, Delacroix & Ste

XII. WITHHELD HIRE / TSL COUNTERCLAIM ($1,620,000) A. The Withholding This section is the foundation of TSL's counterclaim and should be explored in detail. The examination on this topic should be conducted first, while the witness is fresh, per the timing strategy below. • Confirm that Northwind withheld hire payments for the period October 1 through December 31, 2022 — a total of 110 days during the final quarter o

XIII. OVERALL DAMAGES METHODOLOGY AND CONSISTENCY A. Internal vs. Expert Calculations • Did Chow prepare the initial damages figures independently, working from Northwind's own financial records and data, or did she work with Dr. Rajesh Anand and his team at Pinnacle Valuation Partners LLP from the outset? • If Chow prepared initial calculations independently, were those initial figures consistent with the figures th

XIV. FINANCIAL RECORDS AND DOCUMENTATION • Identify all financial records, spreadsheets, accounting entries, general ledger entries, invoices, and payment records that Northwind relies upon in support of its damages claim of $18,300,000. • Have all such documents been produced in discovery? If not, identify which documents have not been produced and the reason for the non-production. • Identify any documents that Cho

XV. KEY DOCUMENTS TO USE DURING CROSS-EXAMINATION The following documents should be assembled, tabbed, and available for use during the examination. Each document should be pre-marked as a deposition exhibit or ready for marking on the day of the deposition.

1. Charter-Party (NYPE 2015 form, dated December 3, 2020, Charter-Party Reference No. NW-TSL-CP-2020-1203) — with specific attention to: • Clause 1 (Duration and Delivery) • Clause 5 (Trade Limits) • Clause 6 (Maintenance and Seaworthiness) • Clause 11 (Off-Hire) • Clause 28 (Liquidated Damages)

2. Northwind's Interrogatory Responses regarding damages calculations (served during the January–August 2024 discovery period), including the verification signed by Chow.

3. Eastbourne Sub-Charter Agreement (to the extent produced in discovery), including all addenda, riders, side letters, and related correspondence.

4. Substitute Charter Agreement(s) — identifying the substitute vessel, owner, rate, and duration.

5. Cargo Damage Appraisals and Claims Correspondence — particularly relating to the iron ore oxidation at Richards Bay.

6. Northwind's Internal Accounting Records for Withheld Hire — covering the period October 1 through December 31, 2022, showing the amounts withheld, the dates of withholding, and any internal approvals or authorizations.

7. Off-Hire Notices Issued by Northwind — for each of the three incidents, to the extent such notices exist.

8. Deposition Transcript of Viktor Lindgren (taken May 30, 2024) — for purposes of cross-referencing any inconsistencies between Lindgren's testimony and Chow's testimony, particularly with respect to the authorization of the hire withholding, the decision-making regarding substitute charter arrangements, and the Maputo deviation.

9. Communications Between Chow and Dr. Rajesh Anand (Northwind's damages expert, Pinnacle Valuation Partners LLP) — to the extent produced in discovery or obtainable through deposition questioning.

10. Calderwood & Harkness's April 5, 2024 discovery Dispute Letter to Jason Trumbull at Hargrove, Delacroix & Stern LLP regarding Northwind's deficient production of sub-charter documents relating to Eastbourne Bulk Carriers Ltd.

XVI. EXAMINATION SEQUENCE AND TIMING STRATEGY Anticipated Duration: 4 to 5 hours, inclusive of breaks. Under CPLR 3113 and the Commercial Division rules, the deposition is subject to the seven-hour presumptive limit, so there is sufficient margin. However, the examination should be conducted efficiently to maintain momentum and prevent the witness from becoming comfortable. Proposed Sequence: Strategic Notes on Seque

XVII. POTENTIAL OBJECTIONS AND RESPONSES The following objections are anticipated from opposing counsel (Margaret Delacroix, lead partner, or Jason Trumbull, senior associate, of Hargrove, Delacroix & Stern LLP) during the examination:

1. Form Objections / Calls for Legal Conclusion Anticipated Context: Questions regarding Chow's interpretation of Clause 28, including the meaning of "single continuous period of breach" and the application of the $4,500,000 cap. Response Strategy: Frame questions in terms of Chow's factual understanding and business calculations rather than asking her to render legal interpretations. For example, instead of asking "

2. Privilege Objections Anticipated Context: Questions regarding communications between Chow and Northwind's counsel (Hartnett, Delacroix, or others) about damages strategy, the decision to withhold hire, or the interpretation of charter-party provisions. Also anticipated on questions about documents shared with or created at the direction of counsel. Response Strategy: Push back firmly on overbroad privilege asserti

3. Instruction Not to Answer (Settlement / Mediation) Anticipated Context: Questions that touch on Northwind's settlement posture or its willingness to negotiate particular damages categories. The parties have not yet reached the mediation stage, and settlement discussions may be off-limits under FRE 408 / CPLR principles. Response Strategy: Avoid questions that directly solicit settlement offers or mediation positio

4. General Obstructionist Conduct Anticipated Context: Margaret Delacroix is known to be a vigorous advocate and may engage in speaking objections, coaching the witness through the form of objections, or taking excessive breaks. Response Strategy: Maintain a professional tone but insist on the record that objections be stated in the form required by the Commercial Division rules (i.e., stating the ground for the obje