Contract analysis

1. Defendants admit that Northwind Maritime Corporation is a corporation duly organized and existing under the laws of the Republic of the marshall Islands, bearing marshall Islands Entity No. MI-94827, with its principal office located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902. Defendants further admit that Northwind's registered agent for service of process is marshall Islands Maritime Registra

2. Defendants admit that Viktor Lindgren serves as the President and Managing Director of Northwind Maritime Corporation, that Sandra Chow serves as Northwind's Chief Financial Officer, and that Richard Hartnett serves as Northwind's General Counsel.

3. Defendants admit that Thalassa Shipping & Logistics SA is a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its principal headquarters located at 42 Akti Miaouli, Piraeus 185 38, Greece. Defendants further admit that Piraeus Global Agency Corp., located at 30 Broad Street, Suite 1410, New York, New York 10004, serves as TSL's registered agent for service of process in the State

4. Defendants admit that Alexandros Stavridis serves as Chairman and Chief Executive Officer of Thalassa Shipping & Logistics SA. Defendants further admit that Elena Papadimitriou serves as TSL's Chief Financial Officer and that Markos Theodorakis serves as TSL's General Counsel.

5. Defendants admit that Aegean Fortuna Shipholding Ltd. is a limited liability company duly incorporated under the laws of the Republic of Liberia, that it is a wholly owned subsidiary of TSL, and that it is the registered owner of the M/V Aegean Fortuna (IMO No. 9847231).

6. Defendants admit that TSL operates a fleet of approximately thirty-four (34) vessels, including dry bulk carriers, tankers, and container vessels, and is engaged in the business of international shipping, chartering, and maritime logistics.

7. The allegations of paragraph 7 of the Complaint concern the nature and scope of Northwind's business operations, including commodity trading, shipping logistics, and bulk cargo operations. Defendants lack sufficient knowledge or information to form a belief as to the truth of these allegations, and accordingly deny the same.

8. The allegations of paragraph 8 of the Complaint concern Northwind's annual revenue, which is alleged to be approximately $1.2 billion for fiscal year 2022. Defendants lack sufficient knowledge or information to form a belief as to the truth of these allegations, and accordingly deny the same.

9. Defendants admit that the Supreme Court of the State of New York, New York County, has jurisdiction over this action pursuant to Clause 46(b) of the addendum to the Charter-Party, which provides that either party may elect litigation in the Supreme Court of the State of New York, New York County, Commercial Division, in lieu of arbitration.

10. Defendants admit that venue is proper in the Supreme Court of the State of New York, New York County, pursuant to the forum selection provision contained in Clause 46(b) of the addendum to the Charter-Party. To the extent that paragraph 10 of the Complaint contains legal conclusions, no responsive pleading is required, but to the extent a response is deemed required, Defendants admit that this Court is a proper f

11. Defendants admit that TSL and Northwind executed a time charter-party on or about December 3, 2020, on the New York Produce Exchange 2015 form, as amended, bearing Charter-Party Reference No. NW-TSL-CP-2020-1203 (the "Charter-Party"). Defendants further state that the Charter-Party is the best evidence of its contents and that the document speaks for itself. To the extent the allegations of paragraph 11 of the Co

12. Defendants admit that the charter period under the Charter-Party was thirty-six (36) months, commencing on January 15, 2021 and expiring on January 14, 2024. Defendants admit that the daily hire rate under the Charter-Party was $14,750 per day. Defendants admit that the approximate total charter value over the 36-month period was approximately $16,166,000, computed as $14,750 per day multiplied by approximately 1

13. Defendants admit that Clause 5 of the Charter-Party establishes worldwide trading limits for the M/V Aegean Fortuna, subject to certain exclusions including ports subject to sanctions administered by the United States Department of the Treasury, Office of Foreign Assets Control ("OFAC"), war-risk zones as designated by the London Joint War Committee Hull War Risks Listed Areas, and ice-bound waters north of 68° N

14. Defendants admit that Clause 6 of the Charter-Party imposes maintenance and seaworthiness obligations upon the Owner, including the obligation to maintain the vessel in compliance with all requirements of the vessel's classification society, the Global Maritime Classification Bureau ("GMCB"). Defendants respectfully refer the Court to the Charter-Party for the full text and precise terms of Clause 6. To the exten

15. Regarding the allegations of paragraph 15 of the Complaint concerning Clause 28 of the Charter-Party (liquidated damages), Defendants admit that Clause 28 provides for the assessment of liquidated damages upon the Owner's material breach of Clauses 2 and 6 of the Charter-Party, and that the liquidated damages formula specified therein is calculated at one hundred fifty percent (150%) of the aggregate off-hire day

16. Defendants admit that the M/V Aegean Fortuna is a Supramax dry bulk carrier with a deadweight tonnage of 58,200 DWT, built in 2016 by Dalian Prosperity Shipyard Co., Ltd., flagged in the Republic of Liberia, classified by the Global Maritime Classification Bureau (GMCB), and bearing IMO No. 9847231.

17. The allegations of paragraph 17 of the Complaint concern a sub-charter purportedly entered into between Northwind and Eastbourne Bulk Carriers Ltd., at an alleged daily hire rate of $17,200 per day. Defendants lack sufficient knowledge or information to form a belief as to the truth of these allegations, and accordingly deny the same. Defendants further state that the sub-charter terms between Northwind and Eastb

18. The allegations of paragraph 18 of the Complaint, to the extent they concern the terms of the sub-charter between Northwind and Eastbourne Bulk Carriers Ltd., including the duration thereof, the trading limits applicable thereto, and the sub-charterer's obligations thereunder, are matters as to which Defendants lack sufficient knowledge or information to form a belief, and accordingly Defendants deny the same.

19. The allegations of paragraph 19 of the Complaint, to the extent they concern the sub-charter revenues expected by Northwind under its arrangement with Eastbourne Bulk Carriers Ltd., are matters as to which Defendants lack sufficient knowledge or information to form a belief, and accordingly Defendants deny the same.

20. The allegations of paragraph 20 of the Complaint, to the extent they concern the impact of the alleged breaches of the Charter-Party upon Northwind's sub-charter obligations to Eastbourne Bulk Carriers Ltd., are matters as to which Defendants lack sufficient knowledge or information to form a belief, and accordingly Defendants deny the same. Defendants further deny that any sub-charter obligations between Northwi

21. Defendants admit that between approximately March 12, 2022 and April 2, 2022, the M/V Aegean Fortuna experienced a main engine turbocharger failure while operating in the Indian Ocean, en route from the port of Paradip, India to the port of Mombasa, Kenya.

22. Defendants admit that the vessel was placed off-hire for a period of twenty-two (22) days as a result of the turbocharger failure and that the necessary repairs were conducted at the port of Colombo, Sri Lanka, at the Fenmore Partners LLC facility.

23. Defendants deny the allegations of paragraph 23 of the Complaint in their entirety. Defendants deny that the turbocharger failure resulted from any failure by Defendants to maintain the M/V Aegean Fortuna in seaworthy condition or in compliance with the maintenance obligations set forth in Clause 6 of the Charter-Party. The turbocharger failure was caused by a latent manufacturing defect in the turbocharger assem

24. Defendants deny the allegations of paragraph 24 of the Complaint. Defendants deny that Northwind is entitled to any off-hire deduction for the twenty-two (22) days attributable to Incident 1, as the turbocharger failure was caused by a latent defect for which Defendants are not liable under the Charter-Party or applicable law.

25. Defendants deny the allegations of paragraph 25 of the Complaint. To the extent paragraph 25 alleges that Defendants were negligent in the maintenance, inspection, or repair of the turbocharger, Defendants deny each and every such allegation.

26. Defendants deny the allegations of paragraph 26 of the Complaint. To the extent paragraph 26 alleges that Defendants failed to comply with applicable classification society requirements or manufacturer service bulletins in connection with the turbocharger, Defendants deny each and every such allegation and affirmatively state that all required inspections and maintenance procedures were timely performed.

27. Defendants deny the allegations of paragraph 27 of the Complaint. To the extent paragraph 27 alleges that Northwind suffered specific damages as a result of the turbocharger failure, Defendants deny that Northwind is entitled to liquidated damages, substitute charter costs, or any other damages arising from this incident.

28. Defendants deny the allegations of paragraph 28 of the Complaint. To the extent paragraph 28 contains any remaining allegations not specifically addressed above in connection with Incident 1, Defendants deny each and every such allegation. Paragraphs Regarding Incident 2 — BWTS/Boiler Failure (¶¶ 29–36)

29. Defendants admit that between approximately July 8, 2022 and July 29, 2022, the M/V Aegean Fortuna experienced a ballast water treatment system ("BWTS") malfunction and an auxiliary boiler failure while the vessel was at the port of Richards Bay, South Africa. Defendants admit that the vessel was placed off-hire for a period of twenty-one (21) days as a result of these equipment issues.

30. Defendants deny that Defendants are responsible for the BWTS malfunction. The malfunction of the ballast water treatment system was caused by the actions of Northwind's agents, who, at a prior port of call, directed the loading of contaminated ballast water into the vessel's ballast tanks. The contaminated ballast water contained foreign particulates, including sediment, organic debris, and chemical residues, tha

31. With respect to the auxiliary boiler failure, Defendants admit that the auxiliary boiler required repair during the off-hire period at Richards Bay. However, Defendants deny that the auxiliary boiler failure constituted a breach of Clause 6 of the Charter-Party warranting the quantum of damages claimed by Northwind. The boiler repair was a routine maintenance matter that was expeditiously addressed during the sam

32. Defendants deny the allegations of paragraph 32 of the Complaint. To the extent paragraph 32 alleges that cargo damage occurred — specifically, oxidation of iron ore cargo — during the off-hire period at Richards Bay, Defendants deny that any such damage was caused by the acts or omissions of Defendants. To the extent any iron ore cargo was damaged during the off-hire period, such damage arose from Northwind's ow

33. Defendants deny the allegations of paragraph 33 of the Complaint. To the extent paragraph 33 alleges additional details regarding the nature, extent, or quantum of cargo damage, Defendants deny each and every such allegation and state that the cargo damage, if any, was the result of Northwind's own conduct.

34. Defendants deny the allegations of paragraph 34 of the Complaint. Defendants deny that Northwind is entitled to recover $3,420,000 or any other amount in cargo damage claims. Any such claims are governed by and barred by the Inter-Club Agreement ("ICA") as between Owner and Charterer. The ICA provides the exclusive mechanism for the allocation and apportionment of cargo claims arising under time charter-parties,

35. Defendants deny the allegations of paragraph 35 of the Complaint in their entirety.

36. Defendants deny the allegations of paragraph 36 of the Complaint in their entirety. To the extent paragraph 36 contains any remaining allegations concerning Incident 2 not specifically addressed above, Defendants deny each and every such allegation. Paragraphs Regarding Incident 3 — Cylinder Liner Failure (¶¶ 37–42)

37. Defendants admit that between approximately November 15, 2022 and December 10, 2022, the M/V Aegean Fortuna experienced a failure of the main engine cylinder liner, which required drydocking at the Keppel Verolme Shipyard facility in Rotterdam, the Netherlands. Defendants admit that the vessel was placed off-hire for a period of twenty-five (25) days as a result of this incident.

38. Defendants admit that the cylinder liner failure in Incident 3 constituted a maintenance failure attributable to Defendants under Clause 6 of the Charter-Party. However, Defendants deny Northwind's claimed quantum of damages arising from this incident and deny that Northwind is entitled to the full measure of liquidated damages, substitute charter costs, and consequential damages claimed in the Complaint. Defenda

39. Defendants deny the allegations of paragraph 39 of the Complaint. To the extent paragraph 39 alleges specific damages arising from Incident 3 in excess of the off-hire deduction for twenty-five (25) days at the Charter-Party rate, Defendants deny that such damages are reasonable, substantiated, or recoverable.

40. Defendants deny the allegations of paragraph 40 of the Complaint. Defendants affirmatively state that Northwind failed to take reasonable steps to mitigate its damages during the twenty-five (25) day drydock period, including by failing to secure substitute tonnage at commercially reasonable rates and by failing to reschedule or rearrange its cargo commitments in a timely manner.

41. Defendants deny the allegations of paragraph 41 of the Complaint to the extent they seek damages beyond those directly attributable to the twenty-five (25) day off-hire period.

42. Defendants deny the allegations of paragraph 42 of the Complaint in their entirety. Paragraphs Regarding the Alleged Maputo Deviation (¶¶ 43–50)

43. Defendants deny the allegations of paragraph 43 of the Complaint in their entirety. Defendants deny that they directed the M/V Aegean Fortuna to deviate from its agreed Durban-to-Qingdao voyage in order to load TSL's own cargo at the port of Maputo, Mozambique, in September 2022. No such direction was given by Defendants or any agent of Defendants. The suggestion that the Maputo call was undertaken for Defendants

44. Defendants admit that the M/V Aegean Fortuna called at the port of Maputo, Mozambique during the Durban-to-Qingdao voyage in September 2022. Defendants affirmatively state that the Maputo call was necessitated by prevailing weather conditions and routing considerations in the Mozambique Channel, including adverse sea states, tropical cyclone advisories, and the need to take on additional bunkers in a sheltered po

45. Defendants deny that the call at Maputo added four (4) days to the Durban-to-Qingdao voyage as alleged by Northwind. To the extent the Maputo call occasioned any delay whatsoever, the actual delay attributable to the port call was substantially shorter than four days and was a reasonable consequence of the Master's exercise of professional judgment in light of the prevailing weather and routing conditions.

46. Defendants deny that the Maputo call caused Northwind to miss the Qingdao laycan window of October 1–5, 2022. Defendants affirmatively state that the vessel's late arrival at Qingdao was attributable to multiple factors, including but not limited to weather delays in the South China Sea, congestion at the Qingdao anchorage, and Northwind's own failure to communicate in a timely manner with the Qingdao receivers r

47. Defendants deny the allegations of paragraph 47 of the Complaint. Defendants deny that Northwind incurred $1,230,000 or any other amount in demurrage and dead freight costs as a result of the alleged deviation to Maputo. To the extent Northwind incurred any such costs, they were attributable to other intervening factors and to Northwind's own failure to manage its commercial arrangements in a prudent manner.

48. Defendants deny the allegations of paragraph 48 of the Complaint in their entirety.

49. Defendants deny the allegations of paragraph 49 of the Complaint in their entirety.

50. Defendants deny the allegations of paragraph 50 of the Complaint in their entirety. To the extent paragraph 50 contains any remaining allegations concerning the alleged Maputo deviation not specifically addressed above, Defendants deny each and every such allegation. Paragraphs Regarding Damages (¶¶ 51–65)

51. Defendants deny that Northwind's total damages equal $18,300,000 or any amount approaching that figure. Northwind's damages calculation is inflated, speculative, and premised upon legally and factually incorrect assumptions, as set forth more fully below and in the Affirmative Defenses.

52. With respect to Northwind's claimed off-hire deductions in the amount of $1,003,000, Defendants admit only that sixty-eight (68) off-hire days multiplied by the daily hire rate of $14,750 per day yields $1,003,000 as a matter of arithmetic. Defendants deny, however, that all sixty-eight (68) off-hire days are attributable to Defendants' breach of the Charter-Party. Only the twenty-five (25) days attributable to I

53. With respect to Northwind's claimed liquidated damages in the amount of $4,500,000, Defendants deny the same. As set forth more fully in the First Affirmative Defense below, Clause 28 of the Charter-Party provides a cap of $4,500,000 "for any single continuous period of breach," which, properly construed under New York contract law, applies once to the entire charter period as an aggregate maximum. Even accepting

54. With respect to Northwind's claimed substitute charter costs in the amount of $471,600, Defendants deny the same. Northwind has not demonstrated that it actually incurred substitute charter costs at a rate of $21,300 per day for seventy-two (72) days. Northwind's documentation of its purported substitute charter arrangements has been deficient and, upon information and belief, Northwind did not in fact charter su

55. With respect to Northwind's claimed cargo damage in the amount of $3,420,000, Defendants deny the same. Northwind's claim for cargo damage arising from the alleged oxidation of iron ore cargo during Incident 2 is barred by the Inter-Club Agreement ("ICA"), which governs the allocation of cargo claims as between owner and charterer under time charter-parties. The ICA provides the exclusive mechanism for apportioni

56. With respect to Northwind's claimed demurrage and dead freight costs in the amount of $1,230,000, Defendants deny the same. The Maputo call was not a deviation, as set forth in Defendants' responses to paragraphs 43 through 50 above, and Northwind has failed to establish that the missed Qingdao laycan was caused by the Maputo call rather than by other intervening factors, including weather delays in the South Chi

57. With respect to Northwind's claimed additional port and bunker costs in the amount of $875,400, Defendants deny the same. Northwind has failed to substantiate these costs with adequate documentation or to demonstrate a causal connection between the claimed costs and any breach by Defendants. The claimed costs appear to include routine operational expenses that are the charterer's responsibility under the Charter-

58. With respect to Northwind's claimed lost sub-charter profit in the amount of $166,600, Defendants deny the same. Northwind's sub-charter arrangement with Eastbourne Bulk Carriers Ltd. at a daily hire rate of $17,200 per day was not disclosed to or agreed upon by Defendants and was not foreseeable at the time the Charter-Party was executed. The claimed lost profit, calculated as the differential between the sub-ch

59. With respect to Northwind's claimed third-party shipper claims in the amount of $5,634,400, Defendants deny the same. Third-party cargo claims asserted by shippers against Northwind are separate liabilities that are not recoverable as direct or consequential damages in a charter-party breach action. To the extent Northwind seeks to pass through its liability to third-party shippers, such claims are barred by the

60. With respect to Northwind's claimed legal fees and expert costs in the amount of $999,000, Defendants deny that such fees and costs are recoverable as an element of damages under the Charter-Party or under New York law. Absent a contractual provision or statutory authorization permitting fee-shifting, each party bears its own legal fees and costs, and the Charter-Party contains no such fee-shifting provision.