Contract analysis

1. I am a partner at the law firm of Calderwood & Harkness LLP, with offices at One Liberty Plaza, 50th Floor, New York, New York 10006. I am duly admitted to practice law in the State of New York, having been admitted to the bar of this Court in 2004. I am the responsible partner representing Defendants Thalassa Shipping & Logistics SA ("Thalassa" or "TSL"), a Société Anonyme organized and existing under the laws of

2. Plaintiff Northwind Maritime Corporation ("Northwind"), a corporation incorporated under the laws of the Republic of the marshall Islands with its principal office located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902, commenced this action by filing its Verified Complaint on October 2, 2023. In the Complaint, Northwind alleges breach of a time charter-party for the motor vessel M/V Aegean Fortuna

3. This declaration is submitted for the purpose of authenticating and placing before the Court the documentary exhibits that are necessary for the resolution of Defendants' motion to dismiss Counts III and V of the Verified Complaint. Count III of the Complaint seeks recovery of $5,634,400 in alleged third-party shipper cargo claims, which Northwind characterizes as charter-party breach damages flowing from TSL's al

4. Calderwood & Harkness LLP was engaged by Thalassa Shipping & Logistics SA on October 16, 2023, to defend this action. This matter is designated internally as C&H Matter No. 1044-00006. The firm also represents co-defendant Aegean Fortuna Shipholding Ltd. in this proceeding. Aegean Fortuna Shipholding Ltd. is the registered owner of the M/V Aegean Fortuna and is a wholly owned subsidiary of TSL. The corporate relat

5. Attached hereto as Exhibit A is a true and correct copy of the Time Charter-Party dated December 3, 2020, between Aegean Fortuna Shipholding Ltd. (as "Owner") and Northwind Maritime Corporation (as "Charterer") for the M/V Aegean Fortuna, bearing Reference No. NW-TSL-CP-2020-1203. The charter-party is based on the NYPE 2015 form, as amended by the parties through a series of rider clauses negotiated and agreed upo

6. Attached hereto as Exhibit B is a true and correct copy of the Inter-Club New York Produce Exchange Agreement (the "Inter-Club Agreement" or "ICA"), as incorporated by reference in the charter-party between the parties. The ICA is a well-established industry agreement that governs the apportionment of cargo claims as between owner and charterer under NYPE time charter-parties, and it has been widely adopted in the

7. Attached hereto as Exhibit C are true and correct copies of correspondence and claim notices from the three third-party shippers referenced in Count III of Northwind's Verified Complaint. These three cargo claims total $5,634,400 in the aggregate. Each of the three claims was made by third-party cargo interests against Northwind in its capacity as time charterer of the M/V Aegean Fortuna; Northwind now seeks to pa

8. Attached hereto as Exhibit D are excerpts of Northwind's Verified Complaint, filed on October 2, 2023 in this Court. The excerpts include the paragraphs constituting Counts III and V of the Complaint, which are the subject of Defendants' motion to dismiss. (a) Count III (Third-Party Shipper Claims): In Count III, Northwind alleges that TSL's breach of Clauses 2 and 6 of the charter-party — specifically, TSL's alle

9. Attached hereto as Exhibit E are true and correct copies of correspondence between the parties and between counsel for the parties regarding the third-party cargo claims at issue in Count III of the Complaint. This correspondence spans the period from approximately August 2022 through October 2023 and includes the following items: (a) A letter dated on or about August 18, 2022, from Richard Hartnett, General Couns

10. Attached hereto as Exhibit F is a redacted copy of the sub-charter agreement between Northwind Maritime Corporation and Eastbourne Bulk Carriers Ltd. ("Eastbourne"), a limited company organized and existing under the laws of the United Kingdom, to the extent this document was produced by Northwind in pre-action correspondence exchanged between the parties. This sub-charter is relevant to Count III of the Complain

11. Based upon my experience in maritime and commercial litigation, my review of the documentary record attached hereto, and my familiarity with the applicable principles of New York law and maritime charter-party practice, I respectfully state that the third-party shipper cargo claims totaling $5,634,400, which form the basis of Count III of the Complaint, are not cognizable as direct damages under the charter-party

12. I further respectfully state that Count V of the Complaint, which asserts a cause of action for unjust enrichment, is duplicative of the breach of contract claims asserted in Counts I and II and must be dismissed as a matter of law. In support of this position, I direct the Court's attention to the following: (a) Both parties acknowledge the existence of a valid and binding charter-party (Exhibit A) governing the

13. For the convenience of the Court, the following is a summary list of all exhibits attached to this declaration:

14. I respectfully submit this declaration and the attached Exhibits A through F in support of Defendants' Motion to Dismiss Counts III and V of the Verified Complaint filed by Northwind Maritime Corporation. I respectfully request that the Court grant the motion and dismiss Count V of the Complaint in its entirety as duplicative of the breach of contract claims set forth in Counts I and II. I further respectfully re