Contract analysis

I. EXECUTIVE SUMMARY The purpose of this memorandum is to provide Thalassa Shipping & Logistics SA ("Thalassa" or "TSL") with an immediate summary and analysis of the decision issued by Justice Lorraine K. Chen of the New York County Supreme Court, Commercial Division, on March 8, 2024, ruling on Thalassa's motion to dismiss Counts III and V of the complaint filed by Northwind Maritime Corporation ("Northwind"). Thal

II. BACKGROUND AND PROCEDURAL HISTORY A. The Litigation Northwind Maritime Corporation filed its complaint in this action on October 2, 2023, in the Supreme Court of the State of New York, New York County, Commercial Division. The complaint asserts breach of charter-party and related claims arising from the 36-month NYPE 2015 time charter-party between Northwind (as charterer) and Thalassa (as disponent owner), beari

III. SUMMARY OF JUSTICE CHEN'S DECISION A. Count V — Unjust Enrichment: DISMISSED Holding. Justice Chen granted Thalassa's motion to dismiss Count V in its entirety and with prejudice. Reasoning. In her opinion, Justice Chen held that Northwind's unjust enrichment claim is duplicative of and subsumed by its breach of contract claims. The Court observed that the charter-party — reference number NW-TSL-CP-2020-1203, ex

IV. IMPACT ON OVERALL CASE AND DAMAGES EXPOSURE A. Reduction in Claimed Damages The March 8 ruling materially reduces Northwind's claimed damages exposure. The following summarizes the impact: We note that the $14,500,000 revised figure is a rough estimate and remains subject to further analysis. In particular, this estimate does not account for the ongoing disputes over the Clause 28 liquidated damages cap, which, i

1. Clause 28 Liquidated Damages Cap. Thalassa maintains that the liquidated damages cap of $4,500,000 under Clause 28 applies as a single aggregate cap for the entire charter period. Northwind contends that the cap applies on a per-period or per-incident basis, which would effectively allow it to stack multiple $4,500,000 caps across separate claim periods. This is primarily a question of contract construction under

2. Latent Defect Defense — Incident 1. Incident 1 (March 12 – April 2, 2022) involved the failure of the vessel's turbocharger, which resulted in 22 off-hire days while the vessel underwent repairs at the port of Colombo. Thalassa maintains that the turbocharger failure was caused by a latent defect that could not have been discovered through the exercise of due diligence prior to the commencement of the charter. If

3. Charterer Causation / Contributory Fault Defense — Incident 2. Incident 2 (July 8 – 29, 2022) involved a malfunction of the vessel's Ballast Water Treatment System (BWTS) and a subsequent boiler failure, resulting in 21 off-hire days. Thalassa's position is that the BWTS malfunction was caused by contaminated ballast water loaded at the direction of Northwind's agents and that the resulting corrosion and system fa

4. Incident 3 — Quantum Dispute. Incident 3 (November 15 – December 10, 2022) involved a cylinder liner failure, resulting in 25 off-hire days while the vessel was drydocked at the Keppel Verolme Shipyard in Rotterdam. Thalassa concedes that this incident constituted a maintenance failure giving rise to an off-hire period, but disputes the quantum of damages claimed by Northwind in connection with this incident. In p

5. Master's Discretion Defense — Maputo Deviation. Northwind alleges that the vessel deviated from its contractual voyage during a September 2022 transit by calling at the port of Maputo, Mozambique, resulting in delays and additional costs. Thalassa maintains that the Master exercised his discretion to alter the vessel's route based on prevailing weather conditions and routing advisories, as authorized under the cha

6. Inter-Club Agreement Bar. The Inter-Club Agreement (ICA) governs the allocation of liability for cargo claims as between owners and charterers under time charter-parties incorporating its terms. Thalassa maintains that the ICA applies to the surviving third-party shipper claim and that, under the ICA's allocation provisions, Northwind bears responsibility for the underlying cargo damage. This defense was preserved

7. Failure to Mitigate. Thalassa has asserted that Northwind failed to mitigate its damages in several respects, including by failing to timely arrange substitute tonnage following the off-hire events, by failing to negotiate reasonable settlements of the third-party shipper claims, and by incurring excessive ancillary costs. This defense applies across multiple damages categories and will be developed through discov

8. Counterclaim for Unpaid Hire. Thalassa's counterclaim for $1,620,000 in withheld hire (October 1 – December 31, 2022, 110 days at $14,750/day) remains pending and is unaffected by the March 8 ruling. Northwind withheld this hire unilaterally during the final quarter of the charter period on the purported basis of its disputed off-hire and damages claims. Thalassa contends that Northwind had no contractual right to

V. IMPLICATIONS FOR DISCOVERY STRATEGY A. Discovery Period The discovery period in this matter runs from January 2024 through August 2024, as set forth in the Court's Preliminary Conference Order entered on January 8, 2024. Thalassa's first set of interrogatories and requests for production of documents were served on Northwind on January 22, 2024. Northwind's responses and initial document production are due on Marc

VI. SUMMARY JUDGMENT CONSIDERATIONS (FORWARD-LOOKING) The March 8 ruling positions Thalassa favorably for a potential partial summary judgment motion on certain key issues. We highlight two areas in particular:

1. Clause 28 Liquidated Damages Cap Interpretation. The most consequential remaining legal question in this case is the interpretation of the Clause 28 liquidated damages cap. Thalassa maintains that the $4,500,000 cap applies as a single aggregate cap for the entire charter period; Northwind contends that the cap applies on a per-period or per-incident basis. This is primarily a question of contract construction und

2. Maputo Deviation Defense. If discovery reveals undisputed facts supporting the Master's discretion defense with respect to the September 2022 Maputo call — for example, contemporaneous weather reports, routing advisories, and the Master's log entries demonstrating that the deviation was justified by weather and routing conditions — this claim may also be appropriate for disposition at summary judgment. Timing. Und

VII. COORDINATION WITH LOCAL COUNSEL, INSURERS, AND LENDER A. Greek Local Counsel Konstantinou & Rizos Law Offices (Dimitrios Konstantinou, lead partner, Athens) serves as Thalassa's Greek local counsel in connection with this matter. We have informed Mr. Konstantinou of the March 8 ruling. At this time, no immediate Greek corporate or regulatory implications arise from the ruling. We will continue to coordinate with

VIII. NEXT STEPS AND ACTION ITEMS Based on the foregoing analysis, we recommend the following next steps and action items:

1. Circulate the Full Text of Justice Chen's Decision. Calderwood & Harkness will circulate the full text of Justice Chen's March 8, 2024 decision to TSL management (Mr. Stavridis, Ms. Papadimitriou, and Mr. Theodorakis), together with this memorandum and a brief cover note summarizing the key takeaways. Target: by March 12, 2024.

2. Review Remaining Claims and Update Internal Case Valuation. Calderwood & Harkness will conduct a detailed review of Northwind's remaining claims in light of the ruling and update our internal case valuation memorandum, including revised best-case, worst-case, and expected-value assessments. We will circulate the updated valuation to the TSL litigation team for discussion. Target: by March 22, 2024.

3. Notify Oceanus P&I Club. Calderwood & Harkness will prepare a notification memorandum for the Oceanus Mutual Protection & Indemnity Club regarding the favorable ruling and the reduced damages exposure, for TSL's review and approval before transmission to the Club. Target: by March 15, 2024.

4. Continue discovery — Address Document Production Deficiencies. Calderwood & Harkness will follow up with Northwind's counsel on the deficient document production regarding the Eastbourne Bulk Carriers sub-charter and will serve targeted discovery requests regarding the surviving third-party shipper claim. If necessary, we will bring a motion to compel before Justice Chen. We will also continue preparing for the up

5. Begin Deposition Preparation for Alexandros Stavridis. Mr. Stavridis's deposition is scheduled for April 22, 2024. Calderwood & Harkness will prepare a detailed deposition preparation memorandum and circulate it to Mr. Stavridis and TSL's legal team for review. Target for memorandum circulation: by April 15, 2024. We anticipate scheduling one or two preparation sessions with Mr. Stavridis in advance of the deposit

6. Monitor for Potential Interlocutory Appeal by Northwind. While the dismissal of Count V (with prejudice) is unlikely to be appealed given the well-settled state of the law, Northwind may consider seeking leave to appeal the partial dismissal of Count III on standing grounds, particularly as to the two dismissed shipper claims. We will monitor the applicable procedural deadlines for Northwind to seek leave to appea

7. Coordinate with Experts. Calderwood & Harkness will provide updated case posture information to Dr. Sørensen and Dr. Albright, including the March 8 decision and its implications for the scope of damages and remaining claims. This will ensure that our experts' ongoing analyses reflect the current state of the litigation.

IX. CONCLUSION The March 8, 2024 decision by Justice Chen is a meaningful and favorable development for Thalassa. The ruling eliminates the unjust enrichment claim in its entirety and with prejudice, thereby confining Northwind's recovery to the contractual framework established by the charter-party and foreclosing any attempt to circumvent the charter-party's limitations — including the critical Clause 28 liquidated