Contract analysis

I. EXECUTIVE SUMMARY This memorandum sets forth Calderwood & Harkness LLP's ("C&H") recommendation that Thalassa Shipping & Logistics SA ("TSL" or the "Company") authorize the filing of a motion for partial summary judgment on two discrete and well-defined issues in advance of any trial in the above-captioned action. The purpose of this memorandum is to explain the legal and factual basis for the motion, assess the l

1. Clause 28 Liquidated Damages Cap Interpretation. TSL will seek a ruling that the $4,500,000 liquidated damages cap set forth in Clause 28 of the charter-party dated December 3, 2020 (the "Charter-Party") applies as a single aggregate maximum for all liquidated damages claims under the Charter-Party, rather than as a per-incident cap that resets with each separate "period of breach." This is a pure question of cont

2. Dismissal of the Deviation Claim (September 2022 Maputo Call). TSL will seek dismissal of Northwind Maritime Corporation's ("Northwind") claim that TSL improperly directed the M/V Aegean Fortuna to deviate from her planned Durban-to-Qingdao voyage to call at Maputo, Mozambique, in September 2022. The undisputed factual record — including contemporaneous voyage logs, weather data, and deposition testimony — establi

II. PROCEDURAL BACKGROUND AND CURRENT STATUS A. Case History Summary Northwind 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 asserted claims against TSL and its wholly-owned subsidiary, Aegean Fortuna Shipholding Ltd. ("AFSL"), arising out of the Charter-Party governing the time charter of the M/V Aegean Fortun

III. ISSUE ONE: LIQUIDATED DAMAGES CAP INTERPRETATION UNDER CLAUSE 28 A. The Clause 28 Dispute Explained The first proposed ground for partial summary judgment concerns the proper interpretation of the liquidated damages provision set forth in Clause 28 of the Charter-Party. This provision is central to the damages framework in this litigation and has been a point of contention between the parties since the outset.

Clause 28 of the Charter-Party provides, in relevant part: "In the event of Owner's material breach of its maintenance and seaworthiness obligations under Clauses 2 and 6 hereof, Charterer shall be entitled to recover liquidated damages in an amount equal to one hundred and fifty percent (150%) of the aggregate off-hire days attributable to such breach, multiplied by the daily hire rate then in effect, subject to a m

IV. ISSUE TWO: THE DEVIATION CLAIM (SEPTEMBER 2022 MAPUTO CALL) A. The Factual Background The second proposed ground for partial summary judgment concerns Northwind's claim that TSL directed the M/V Aegean Fortuna to deviate from her planned voyage route, causing Northwind to suffer demurrage and dead freight damages. In September 2022, the M/V Aegean Fortuna was on a laden voyage from Durban, South Africa to Qingdao

V. STRATEGIC CONSIDERATIONS A. Impact on Damages Framework Northwind's total claimed damages in this action are $18,300,000. This figure includes the following principal components: If both grounds for summary judgment are granted, the practical impact on the damages framework would be substantial: • Clause 28 Interpretation: A ruling confirming the single-cap interpretation would clarify that the maximum liquidated

VI. EXPERT SUPPORT FOR THE MOTION A. Dr. Henrik Sørensen (Maritime Engineering) Dr. Sørensen of Nordic Maritime Consulting Group ApS will provide a sworn declaration in support of the motion, summarizing his expert opinions on the following topics: (a) The latent defect nature of the turbocharger failure in Incident 1 — while this issue is not a proposed ground for summary judgment, Dr. Sørensen's opinions on the tec

VII. REQUESTED AUTHORIZATION C&H respectfully requests that TSL management authorize the filing of the motion for partial summary judgment on the two grounds described in this memorandum:

1. A ruling that the $4,500,000 liquidated damages cap set forth in Clause 28 of the Charter-Party applies as a single aggregate maximum, not as a per-incident cap; and

2. Dismissal of Northwind's deviation claim related to the September 2022 Maputo call, including all associated demurrage, dead freight, and port/bunker cost claims. The motion would be filed on or about September 20, 2024. C&H requests confirmation of authorization by September 10, 2024, to allow sufficient time for the preparation of motion papers, expert declarations, and supporting materials. If authorized, C&H w

VIII. NEXT STEPS Upon receipt of TSL's authorization, C&H proposes the following immediate next steps:

1. Preparation of Motion Papers. C&H will prepare the memorandum of law in support of the motion, the Rule 19-a Statement of Undisputed Material Facts, supporting declarations (Carlos Espinoza, Dr. Henrik Sørensen, and Dr. Constance Albright), and a proposed order.

2. Client Review. C&H will circulate draft motion papers to Markos Theodorakis for review and comment by approximately September 15, 2024. We ask that TSL provide any comments or corrections promptly to ensure that the motion can be finalized and filed by the September 20, 2024 target date.

3. Filing. C&H will file the motion via NYSCEF (New York State Courts Electronic Filing System) on or about September 20, 2024 and will serve copies on Northwind's counsel of record, Harrington Burke & Associates LLP, in accordance with applicable service requirements.

4. Coordination with Greek Counsel. C&H will coordinate with Konstantinou & Rizos Law Offices in Athens if any issues arise in connection with Greek corporate authority or the authentication of documents related to the deposition testimony of Capt. Giannopoulos and Chief Engineer Vlahos, both of whom were deposed in Piraeus.

5. Rebuttal Expert Reports. C&H will continue to monitor the rebuttal expert reports due September 9, 2024. Upon receipt, C&H will review both TSL's and Northwind's rebuttal reports and incorporate any relevant material into the motion papers.

6. Mediation and Settlement Preparation. C&H will prepare for potential mediation or settlement discussions that may follow the filing of the motion. If Justice Chen orders mediation, C&H will prepare a mediation statement and strategy memorandum for TSL's consideration.

IX. CONTACT INFORMATION Please do not hesitate to contact any of the following members of the C&H team with questions regarding this memorandum or any aspect of this matter: Douglas Carmichael, Partner (Responsible Partner) Direct Dial: (212) 554-7112 Email: dcarmichael@calderwoodharkness.com Francesca Morano, Partner (Billing Partner) Direct Dial: (212) 554-7238 Email: fmorano@calderwoodharkness.com Carlos Espinoza,