SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK COMMERCIAL DIVISION
STIPULATION AND ORDER OF DISCONTINUANCE WITH PREJUDICE
IT IS HEREBY STIPULATED AND AGREED, by and between the undersigned attorneys for the respective parties hereto:
WHEREAS, Plaintiff Northwind Maritime Corporation, a corporation duly incorporated and existing under the laws of the Republic of the marshall Islands, with its principal office located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902 (hereinafter "Plaintiff" or "Northwind"), appears herein by and through its attorneys of record, Hargrove, Delacroix & Stern LLP, with offices at 600 Lexington Avenue, 28th Floor, New York, New York 10022; and
WHEREAS, Defendants Thalassa Shipping & Logistics SA, a Société Anonyme organized and existing under the laws of the Hellenic Republic, with its headquarters located at 42 Akti Miaouli, Piraeus 185 38, Greece (hereinafter "Thalassa"), and Aegean Fortuna Shipholding Ltd., a limited liability company organized and existing under the laws of the Republic of Liberia, with its registered office located at 80 Broad Street, Monrovia, Liberia (hereinafter "Aegean Fortuna," and together with Thalassa, "Defendants"), appear herein by and through their attorneys of record, Calderwood & Harkness LLP, with offices at One Liberty Plaza, 50th Floor, New York, New York 10006 (Plaintiff, Thalassa, and Aegean Fortuna are referred to collectively herein as the "Parties"); and
WHEREAS, the above-captioned action was commenced by the filing of a Verified Complaint by Plaintiff on or about October 2, 2023, asserting claims against Defendants arising out of disputes related to certain maritime commercial transactions between the Parties; and
WHEREAS, Defendants filed a Verified Answer and Counterclaim on or about November 17, 2023, denying the material allegations of the Verified Complaint and asserting counterclaims against Plaintiff; and
WHEREAS, the Parties, through their respective counsel and after extensive arm's-length negotiations, have entered into a certain Settlement Agreement and Mutual General Release dated November 20, 2024 (the "Settlement Agreement"), which Settlement Agreement resolves, compromises, and settles all claims, counterclaims, cross-claims, third-party claims, and causes of action asserted or that could have been asserted by any Party against any other Party in this action or otherwise arising out of or relating to the subject matter of this action; and
WHEREAS, the Settlement Agreement provides, among other things, for the discontinuance of this action with prejudice upon the completion of all settlement payments and the satisfaction of all conditions precedent contemplated therein; and
WHEREAS, all settlement payments required to be made under the Settlement Agreement have been completed in full, and all conditions precedent to the filing of this Stipulation and Order of discontinuance have been satisfied;
NOW, THEREFORE, the Parties hereby stipulate and agree as follows:
1. Discontinuance of All Claims With Prejudice. The Parties hereby stipulate and agree that this action, including without limitation all claims, causes of action, and demands asserted or that could have been asserted in the Verified Complaint filed on or about October 2, 2023, and all counterclaims, causes of action, and demands asserted or that could have been asserted in the Verified Answer and Counterclaim filed on or about November 17, 2023, is hereby discontinued with prejudice as to all Parties. Such discontinuance is without costs, disbursements, or attorneys' fees to any Party, except as otherwise expressly provided in the Settlement Agreement. This discontinuance shall be binding upon the Parties and their respective successors, assigns, officers, directors, agents, employees, affiliates, subsidiaries, parent companies, and all persons and entities claiming by, through, or under them.
2. Withdrawal of All Pending Motions. All motions pending in this action as of the date of this Stipulation and Order, including but not limited to Defendants' Motion for Partial Summary Judgment, which was filed on or about September 20, 2024, together with all supporting papers, memoranda of law, and affidavits submitted in connection therewith, are hereby withdrawn with prejudice to the extent not previously decided or withdrawn. No Party shall have any right to refile or reassert any such motion or any claim, defense, or argument raised therein in this or any other proceeding.
3. Release of All Claims. This discontinuance is entered into on the basis of, and in consideration of, the full, final, and mutual release by and between the Parties of all claims, counterclaims, cross-claims, third-party claims, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, extents, executions, demands, and obligations of every kind and nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or unasserted, arising out of or related to the charter-party for the vessel M/V Aegean Fortuna (Charter-Party Reference No. NW-TSL-CP-2020-1203), and all addenda, riders, supplements, and amendments thereto, as more fully set forth in the Settlement Agreement. The terms of the mutual release contained in the Settlement Agreement are incorporated herein by reference as if fully set forth at length.
4. No Admission of Liability. This Stipulation and Order of discontinuance shall not constitute, and shall not be construed or deemed to constitute, an admission of liability, wrongdoing, fault, or responsibility by any Party with respect to any of the claims, counterclaims, defenses, or factual or legal issues raised or that could have been raised in this action. Neither this Stipulation and Order nor the Settlement Agreement, nor any term or provision thereof, shall be offered or received into evidence in any action or proceeding, whether civil, criminal, or administrative, for any purpose, including but not limited to any purpose related to establishing liability, wrongdoing, or fault on the part of any Party, except in a proceeding to enforce the terms of the Settlement Agreement or this Stipulation and Order.
5. Retention of Jurisdiction. The Parties acknowledge that the Court has entered a separate Stipulation and Order Retaining Jurisdiction to Enforce Settlement dated November 26, 2024, pursuant to which the Court has retained jurisdiction over this matter for the limited purpose of enforcing the terms and conditions of the Settlement Agreement (the "Retention Order"). The Parties further acknowledge and agree that the Court's retained jurisdiction under the Retention Order is not affected, diminished, or impaired by this discontinuance. The Court shall retain jurisdiction for a period of one hundred eighty (180) days following the Effective Date of the Settlement Agreement, as that term is defined therein, to enforce the terms of the Settlement Agreement, including without limitation the authority to enter a consent judgment upon default in accordance with Section 7.3 of the Settlement Agreement. Nothing in this Stipulation and Order shall be construed to limit or restrict the Court's authority under the Retention Order during the period of retained jurisdiction.
6. Filing. This Stipulation and Order may be filed with the Clerk of the Court of the Supreme Court of the State of New York, County of New York, without further notice to any Party. Counsel for Plaintiff shall be responsible for filing this Stipulation and Order with the Clerk promptly upon its execution and entry by the Court.
7. Counterparts. This Stipulation and Order may be executed in one or more counterparts, and by the different signatories hereto in separate counterparts, each of which when so executed shall be deemed to be an original, and all of which together shall constitute one and the same instrument. Delivery of an executed counterpart by facsimile transmission or by electronic transmission in portable document format (.pdf) shall be as effective as delivery of a manually executed counterpart.
8. Authority. Each signatory to this Stipulation and Order represents and warrants that he or she is duly authorized to execute this Stipulation and Order on behalf of the respective Party or firm for which he or she signs, and that such execution is binding upon such Party or firm.
IN WITNESS WHEREOF, the undersigned counsel have executed this Stipulation and Order of discontinuance as of the dates set forth below.
For Plaintiff Northwind Maritime Corporation:
HARGROVE, DELACROIX & STERN LLP
By: ________
Name: Margaret Delacroix
Title: Lead Partner
Dated: ________
600 Lexington Avenue, 28th Floor New York, New York 10022 Telephone: (212) 555-8400 Facsimile: (212) 555-8401
Attorneys for Plaintiff Northwind Maritime Corporation
For Defendants Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd.:
CALDERWOOD & HARKNESS LLP
By: ________
Name: Douglas Carmichael
Title: Partner
Dated: ________
One Liberty Plaza, 50th Floor New York, New York 10006 Telephone: (212) 555-7200 Facsimile: (212) 555-7201
Attorneys for Defendants Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd.
SO ORDERED.
________________________________________
Hon. Lorraine K. Chen, J.S.C. Supreme Court of the State of New York New York County, Commercial Division Part 49
Dated: __, 20
60 Centre Street New York, New York 10007
NORTHWIND MARITIME CORPORATION,
<!-- indent:2 -->Plaintiff,<!-- /indent -->
Index No.: 655421/2023
-against-
Hon. Lorraine K. Chen, J.S.C.
THALASSA SHIPPING & LOGISTICS SA and AEGEAN FORTUNA SHIPHOLDING LTD.,
<!-- indent:2 -->Defendants.<!-- /indent -->