1044-00006 · Hargrove, Delacroix & Stern LLP · Discovery

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CALDERWOOD & HARKNESS LLP 1301 Avenue of the Americas, 42nd Floor New York, New York 10019

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. It reflects the mental impressions, conclusions, opinions, and legal theories of counsel and has been prepared in anticipation of litigation. This memorandum should not be disclosed to any person or entity outside of Calderwood & Harkness LLP and the designated client representatives without the express authorization of the undersigned.

MEMORANDUM

To: Douglas Carmichael, Partner Francesca Morano, Senior Associate

From: Carlos Espinoza, Associate Hannah Brinkley, Associate

Date: May 25, 2024

Re: Cross-Examination Outline — Deposition of Viktor Lindgren, President and Managing Director, Northwind Maritime Corporation

Matter: Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Court of the State of New York, New York County, Commercial Division

C&H Matter No.: 1044-00006

Deposition Date: May 30, 2024

Location: Offices of Hargrove, Delacroix & Stern LLP, 600 Lexington Avenue, 28th Floor, New York, NY 10022

Opposing Counsel Present: Margaret Delacroix (Lead Partner), Jason Trumbull (Senior Associate), Priya Mehta (Associate) — Hargrove, Delacroix & Stern LLP

Court Reporter: To be confirmed by HD&S

Estimated Duration: Full day (6–7 hours)

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I. PURPOSE AND STRATEGIC OBJECTIVES

Viktor Lindgren is the President and Managing Director of Northwind Maritime Corporation, a marshall Islands corporation with its principal office located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902. Lindgren serves as the primary decision-maker on the Northwind side with respect to the time charter-party for the M/V Aegean Fortuna executed with Thalassa Shipping & Logistics SA ("TSL") and Aegean Fortuna Shipholding Ltd. He is also the individual who drove Northwind's decision to initiate this litigation. As such, his deposition presents the most significant opportunity to develop the factual record supporting TSL's defenses, to narrow and undermine Northwind's damages claims, and to establish facts that will position TSL favorably for summary judgment and trial.

The core objectives of this cross-examination are as follows:

1. Undermine Northwind's Damages Claims by Establishing Failures in Mitigation. Northwind has asserted a total claim of approximately $18,300,000 in damages across multiple categories. We must demonstrate through Lindgren's testimony that Northwind failed to take commercially reasonable steps to mitigate its losses at each stage — from sourcing substitute tonnage to renegotiating laycan windows to managing its own fleet operations to absorb temporary disruptions. Northwind, a company with approximately $1.2 billion in annual revenue and a substantial fleet of vessels under charter, had the operational capacity and commercial sophistication to minimize its exposure, and its failure to do so should preclude or substantially reduce recovery.

2. Elicit Admissions Regarding the Eastbourne Bulk Carriers Ltd. Sub-Charter Terms That Reduce Northwind's Actual Losses. Northwind sub-chartered the M/V Aegean Fortuna to Eastbourne Bulk Carriers Ltd. at a daily rate of $17,200, yielding a daily profit margin of $2,450 over the head charter rate of $14,750. Lindgren's testimony should establish that Northwind's actual lost profit from the off-hire periods was modest — approximately $166,600 — and that certain of Northwind's claimed damages are duplicative or overlap with recoveries available through the sub-charter arrangement or Eastbourne's own insurance.

3. Establish Lindgren's Knowledge (or Willful Ignorance) Regarding Contaminated Ballast Water at the Prior Port, Supporting TSL's Defense That Incident 2 (BWTS Malfunction) Was Caused by Northwind's Agents. The ballast water treatment system malfunction that gave rise to Incident 2 was, according to TSL's expert Dr. Henrik Sørensen, caused by contaminated ballast water loaded at a prior port under the direction of Northwind's own port agents. If Northwind's agents bore responsibility for directing the vessel to the berth or anchorage where contaminated ballast was loaded, and if Northwind failed to test or sample the ballast water, then Northwind bears the proximate cause of the resulting BWTS failure and cannot recover damages attributable to that incident.

4. Test Lindgren's Understanding of the Liquidated Damages Cap Under Clause 28 and Whether Northwind Internally Acknowledged That the Cap Applies to the Entire Charter Period. Clause 28 of the charter-party provides for liquidated damages equal to 150% of aggregate off-hire days multiplied by the daily hire rate, subject to a cap of $4,500,000 "for any single continuous period of breach." Northwind's complaint treats each of the three incidents as a separate "period of breach," thereby asserting a $4,500,000 cap per incident rather than a single aggregate cap. We must probe whether Lindgren or other Northwind personnel internally acknowledged that the cap was intended to function as an overall limitation on liability, and whether any internal documents, board presentations, or email correspondence reflect that understanding.

5. Probe Northwind's Internal Communications and Decision-Making Regarding Withholding $1,620,000 in Hire for October 1–December 31, 2022. Northwind withheld 110 days of hire at $14,750 per day during this period, yet only 25 of those 110 days (Incident 3, November 15–December 10, 2022) were actual off-hire days under any reasonable interpretation of Clause 11. The remaining 85 days of withheld hire — totaling approximately $1,253,750 — had no basis in the off-hire provisions and constitutes a breach of the charter-party by Northwind. This forms the foundation of TSL's counterclaim, and Lindgren's admissions on this point are critical.

6. Explore the Basis and Calculation of the $18,300,000 Total Claim, Seeking Concessions on Inflated or Duplicative Categories. Northwind's claimed damages include categories that are inflated, speculative, duplicative, or legally non-recoverable. These include $999,000 in legal fees and expert costs (generally not recoverable under New York law absent a contractual fee-shifting provision), $5,634,400 in third-party shipper claims (the recoverability of which was narrowed by Justice Chen's March 8, 2024 ruling), and various estimates for port costs and bunker surcharges that may not have been actually incurred.

7. Establish Facts Supporting TSL's Position on the Maputo Deviation Being Within the Master's Reasonable Discretion. Northwind characterizes the Maputo call as an unauthorized deviation from the Durban-to-Qingdao voyage, allegedly adding four days to the voyage. TSL's position is that the Maputo call was necessitated by weather and routing conditions in the Mozambique Channel and fell within the Master's traditional discretion over voyage routing. We must establish through Lindgren's testimony that (a) the charter-party does not dictate specific voyage routes, (b) Maputo is not an excluded port under Clause 5, (c) Northwind was informed of the Maputo call and did not contemporaneously object, and (d) four days is a de minimis delay in the context of a 36-month charter.

II. BACKGROUND AND FOUNDATION — LINDGREN'S ROLE AND AUTHORITY

A. Personal Background and Position

The deposition should open with a thorough foundation regarding Lindgren's role, authority, and involvement in the matters at issue. The following areas should be covered systematically:

1. Title and Tenure. Confirm that Lindgren holds the title of President and Managing Director of Northwind Maritime Corporation. Establish the date on which he assumed this role, any prior positions he held within Northwind or its affiliated entities, and the total duration of his tenure. If Lindgren has been in this role for more than a few years, this supports the inference that he was fully familiar with Northwind's chartering operations and would have been engaged on significant charter-party disputes from the outset.

2. Reporting Structure. Establish Lindgren's reporting relationship within Northwind's corporate hierarchy. Does he report to a Board of Directors? If so, who serves on the Board, and how frequently does the Board meet? Does Lindgren have sole authority over chartering decisions, or does he require Board approval for significant operational or legal matters? To the extent that Lindgren delegated authority, identify the individuals to whom decisions were delegated and the scope of that delegation.

3. Day-to-Day Involvement. Probe the extent of Lindgren's day-to-day involvement in chartering decisions, fleet operations, and cargo logistics. Is he personally involved in negotiating charter-parties, or does Northwind employ a chartering desk or department that handles those matters? Does he review operational reports from vessel Masters, port agents, or fleet managers? How frequently does he receive updates on the status of individual vessels, and in what form (email, written reports, telephone calls, etc.)?

4. Personal Involvement in Negotiating the Charter-Party. Establish Lindgren's personal involvement in negotiating the charter-party for the M/V Aegean Fortuna (Reference No. NW-TSL-CP-2020-1203, executed December 3, 2020). Did Lindgren negotiate directly with representatives of TSL? If so, with whom on the TSL side did he negotiate? What were the key terms that were the subject of negotiation — in particular, did the parties negotiate over the liquidated damages cap in Clause 28, the trade limits in Clause 5, or the off-hire provisions in Clause 11? If Lindgren did not personally negotiate the charter-party, who at Northwind did, and to what extent did Lindgren review and approve the final terms before execution?

5. Relationship with Key Personnel. Establish Lindgren's working relationship with Sandra Chow, Northwind's Chief Financial Officer, and Richard Hartnett, Northwind's General Counsel. Who at Northwind had authority to make operational decisions during the charter period? Was there a division of responsibility among Lindgren, Chow, and Hartnett with respect to operational matters (fleet and cargo), financial matters (hire payments, damage calculations), and legal matters (claim assessment, dispute resolution)? The purpose of this line of questioning is to identify the chain of decision-making within Northwind and to assess whether Lindgren can credibly deny knowledge of specific decisions — or whether he was the ultimate decision-maker on all material matters.

B. Northwind's Business and the Importance of the M/V *Aegean Fortuna* Charter

1. Northwind's Scale of Operations. Confirm that Northwind Maritime Corporation had annual revenue of approximately $1.2 billion in fiscal year 2022. This figure is significant because it places the M/V Aegean Fortuna charter — with a total charter value of approximately $16,166,000 ($14,750 per day multiplied by approximately 1,096 days over the three-year charter period) — in proper perspective. The charter represented a small fraction of Northwind's overall revenue and fleet operations. Lindgren should be pressed to acknowledge that the disruptions caused by the three off-hire incidents, while operationally inconvenient, did not threaten Northwind's business viability or fundamentally alter its financial position.

2. Fleet Size and Substitute Tonnage Availability. Establish the number of vessels that Northwind had under charter simultaneously during 2022. If Northwind operated a substantial fleet — which its $1.2 billion revenue figure strongly suggests — then it had substitute tonnage available or readily accessible through its existing chartering relationships and market presence. The purpose of this line of inquiry is to undermine Northwind's mitigation posture: a company with a large fleet and established relationships with vessel owners should not be claiming that it was forced to charter substitute tonnage at a premium rate of $21,300 per day when its own fleet operations could have absorbed the temporary disruption.

3. Proportionality of Claimed Damages. Probe whether the claimed $18.3 million in damages is proportionate to the actual disruption experienced by a company of Northwind's scale. If Northwind's total revenue is $1.2 billion, then the claimed damages represent approximately 1.5% of annual revenue — a figure that, while not trivial, calls into question whether the individual damage categories reflect genuine, unavoidable losses or whether they have been inflated for litigation purposes. Lindgren's response to this line of questioning will also be useful in framing the damages argument for the finder of fact.

III. THE CHARTER-PARTY TERMS — KEY PROVISIONS

A. NYPE 2015 Form and Amendments

Before proceeding to the substantive cross-examination topics, it is essential to establish Lindgren's familiarity with the specific terms of the charter-party. This serves both to lay a proper foundation for document-based questioning and to test whether Lindgren has the command of the contract terms that one would expect of the individual who signed it and who drove the decision to file suit.

1. Familiarity and Negotiation History. Confirm that Lindgren is familiar with the charter-party, which was executed on the NYPE 2015 form as amended by the parties. Establish who negotiated the charter-party on Northwind's behalf — whether it was Lindgren personally, a chartering manager, an outside broker, or some combination thereof. Determine whether the amendments to the standard NYPE 2015 form were substantive or ministerial, and which party proposed particular amendments.

2. Key Clauses. Walk through the following key provisions of the charter-party, confirming Lindgren's understanding of each:

• Clause 1 — Hire Rate. The daily hire rate under the charter-party is $14,750. Confirm this figure and establish that it was the product of arm's-length negotiation between Northwind and TSL. Establish the aggregate charter value over the full three-year term.

• Clause 2 — Owner's Obligations. Confirm the scope of the owner's (TSL's / Aegean Fortuna Shipholding's) maintenance and repair obligations under the charter-party. This clause will be relevant to the question of whether TSL fulfilled its obligations with respect to the mechanical issues that gave rise to Incidents 1 and 3.

• Clause 5 — Trade Limits. This clause is critical to the Maputo deviation issue and is addressed in detail below in Section III.C.

• Clause 6 — Maintenance and Seaworthiness. Confirm Lindgren's understanding of the owner's seaworthiness obligations and whether Northwind contends that TSL breached this clause with respect to any of the three incidents.

• Clause 11 — Off-Hire. Establish Lindgren's understanding of the off-hire provisions, including the triggering events that give rise to off-hire status, the calculation of off-hire periods, and the charterer's rights upon the occurrence of an off-hire event. This clause is directly relevant to the withheld hire counterclaim.

• Clause 28 — Liquidated Damages. Addressed in detail below in Section III.B.

• Clause 46/46(b) — Governing Law and Dispute Resolution. Confirm that the charter-party is governed by New York law and that disputes are subject to resolution in the courts of the State of New York, New York County.

B. Liquidated Damages — Clause 28 Interpretation

This is one of the most consequential interpretive disputes in the case. Northwind's complaint asserts a liquidated damages claim of $4,500,000, which appears to treat the Clause 28 cap as applicable on a per-incident basis (i.e., Northwind claims the full $4,500,000 cap rather than the formula-based calculation). TSL's position is that the cap is a single, aggregate limitation that applies to the entire charter period. The following lines of questioning should be pursued:

1. Lindgren's Understanding of the Clause. Establish Lindgren's understanding of Clause 28, including the formula for calculating liquidated damages: 150% of aggregate off-hire days multiplied by the daily hire rate, subject to a cap of $4,500,000 "for any single continuous period of breach." Ask Lindgren to explain, in his own words, what he understands the phrase "any single continuous period of breach" to mean. Does he understand it to mean that each of the three incidents constitutes a separate "period of breach" with its own $4,500,000 cap? Or does he understand the charter-party to impose a single $4,500,000 aggregate cap across all incidents?

2. Internal Discussions Regarding the LD Cap. Probe whether Northwind's internal discussions, board presentations, or communications with its sub-charterer (Eastbourne Bulk Carriers) treated the cap as a single $4,500,000 cap for the entire charter period or as a per-incident cap. Request that Lindgren identify any internal documents, board minutes, memoranda, or emails in which Northwind personnel discussed the interpretation of the LD cap. If such documents exist in the production, they should be marked as exhibits and used to test Lindgren's testimony against the documentary record.

3. Formula Calculation. Elicit the admission that the formula-based calculation of liquidated damages — 68 total off-hire days multiplied by $14,750 per day multiplied by 1.5 — yields a figure of $1,504,500. This figure is far below the $4,500,000 cap. Northwind's claimed liquidated damages of $4,500,000 therefore depend entirely on the per-period interpretation of the cap. If the cap is construed as a single aggregate limitation — as TSL contends — then Northwind's liquidated damages are limited to $1,504,500.

4. Pre-Filing Review. Press Lindgren on whether he personally reviewed the LD cap language before Northwind filed its complaint. Did he discuss the interpretation of Clause 28 with Richard Hartnett (General Counsel) or with outside counsel at Hargrove, Delacroix & Stern before the complaint was verified and filed? The purpose of this line of questioning is to establish that Northwind's aggressive interpretation of the LD cap was a strategic litigation decision rather than a good-faith reading of the contract language.

C. Trade Limits — Clause 5

Clause 5 is central to the Maputo deviation issue. The following admissions should be targeted:

1. Worldwide Trading. Confirm that Clause 5 permits worldwide trading, subject to specified exclusions. The exclusions are limited to (a) ports and territories subject to sanctions administered by the Office of Foreign Assets Control ("OFAC"), (b) war-risk zones as designated by the London Joint War Committee listed areas, and (c) ice-bound waters north of 68°N latitude. These exclusions are narrowly defined and do not encompass the port of Maputo, Mozambique.

2. Maputo Not Excluded. Establish that Maputo, Mozambique is not an excluded port under Clause 5. Lindgren should be asked directly whether there is any provision of the charter-party that prohibits the vessel from calling at Maputo. If his answer is no — as it must be — then the foundation has been laid for the argument that the Maputo call was not a "deviation" in any contractual sense.

3. No Express Route Commitment. Confirm whether Lindgren was aware of any express route commitment in the charter-party for any particular voyage, including the Durban-to-Qingdao voyage at issue. Press for the admission that the charter-party does not dictate specific voyage routes. Under the NYPE 2015 form, the charterer directs the vessel to load and discharge ports, but the specific routing between those ports is traditionally within the Master's discretion, subject to the charterer's general employment orders and the trade limits prescribed in the charter-party.

IV. INCIDENT 2 — BWTS MALFUNCTION AND CHARTERER CAUSATION

A. The BWTS Malfunction (July 8–July 29, 2022)

Incident 2 is the off-hire event with the greatest potential for establishing charterer causation and thereby eliminating or substantially reducing a significant portion of Northwind's damages claim. The following factual foundation must be established:

1. Timeline. Confirm the timeline of Incident 2: the ballast water treatment system ("BWTS") malfunction occurred on or about July 8, 2022, while the M/V Aegean Fortuna was loading cargo at Richards Bay, South Africa. The malfunction was accompanied by an auxiliary boiler failure, which rendered the vessel unable to complete loading operations. The vessel was off-hire for 21 days, from July 8 through July 29, 2022, during which time repairs were effected.

2. Lindgren's Knowledge. Confirm the extent of Lindgren's knowledge regarding the circumstances of the BWTS malfunction. When did he first learn of the incident? From whom — the vessel's Master, Northwind's port agents, Northwind's operations desk, or another source? What reports did he receive, and what actions did he take or direct in response? Who at Northwind was managing cargo operations at Richards Bay at the time of the malfunction?

B. Northwind's Agents and the Prior Port Ballast Loading

This line of questioning goes to the heart of TSL's defense on Incident 2. If the BWTS malfunction was caused by contaminated ballast water loaded at a prior port under the direction of Northwind's own agents, then Northwind — as charterer — bears the proximate cause of the system failure and the resulting off-hire period.

1. Prior Port Identification. Identify the port or ports at which the M/V Aegean Fortuna loaded ballast water prior to arriving at Richards Bay. Establish the specific location (port, berth, anchorage) and the date(s) on which ballast water was loaded. If Lindgren claims not to know, press him on whether this information is available from Northwind's operational records, port agent reports, or the vessel's log entries.

2. Agent Involvement. Identify which Northwind agent or representative directed or approved ballast operations at the prior port. Under the NYPE 2015 form, the charterer has operational control over port selection and the sequence of loading and discharge operations. Northwind's port agents, acting on Northwind's behalf and under Northwind's instructions, would have been responsible for coordinating the vessel's activities at the prior port, including any ballast water loading operations necessary to maintain the vessel's stability during cargo operations.

3. Reports on Water Quality. Probe whether Lindgren received any reports from Northwind's port agents or from Captain Nikolaos Giannopoulos (the Master of the M/V Aegean Fortuna) regarding water quality or contamination at the prior port. Were there any advisories, warnings, or notices regarding ballast water quality in the area? Did Northwind's agents conduct any assessment of water conditions before directing ballast operations?

4. Documents. Introduce documents from TSL's production — or documents that should have been produced by Northwind — showing communications between Northwind's agents and the vessel regarding ballast water loading procedures at the prior port. These documents may include port agent instructions, voyage orders, Master's reports, or email communications between Northwind's operations desk and its agents.

5. Operational Control. Establish that Northwind, as charterer under the NYPE 2015 form, had operational control over port selection and the loading sequence. The charterer directs the vessel to specific ports, berths, and anchorages, and the charterer's agents coordinate the vessel's operations at those locations. If Northwind's agents directed the vessel to the specific berth or anchorage where contaminated ballast was loaded, then Northwind — not TSL — is responsible for the consequences of that direction.

6. Testing and Sampling. Ask whether Lindgren is aware of any testing or sampling of ballast water conducted by Northwind's agents before or after loading at the prior port. If no testing was conducted, establish that this constitutes a failure by Northwind to exercise reasonable care in overseeing ballast operations — a failure that directly contributed to the BWTS malfunction.

7. Pattern of Inadequate Oversight. Elicit testimony regarding any prior incidents of ballast water contamination on Northwind-chartered vessels. If there have been other incidents, this establishes a pattern of inadequate agent oversight by Northwind in managing ballast operations across its fleet — a pattern that supports the inference that Northwind was on notice of the risk and failed to take corrective action.

C. Causation Link

1. TSL's Expert Opinion. Confirm that TSL's expert, Dr. Henrik Sørensen of Nordic Maritime Consulting Group ApS, Copenhagen, Denmark, has opined that the BWTS malfunction was caused by contaminated ballast water. Dr. Sørensen's opinion is based on his analysis of the BWTS operational data, the vessel's ballast water logs, and the composition of sediment and biological material found in the BWTS filtration units during the repair process.

2. Lindgren's Basis to Dispute. Ask whether Lindgren has any technical basis to dispute that the contaminated ballast caused the BWTS failure. If he does not, elicit that admission. If he asserts that he does, probe the basis for his view and determine whether Northwind has retained a competing expert on this issue.

3. Northwind's Investigation. Explore whether Northwind conducted its own independent investigation into the cause of the BWTS malfunction. If so, what were the conclusions? Who conducted the investigation — Northwind's internal personnel, its port agents, an independent marine surveyor, or its litigation experts? If Northwind did not conduct an independent investigation, ask why not, and whether Lindgren considered it important to understand the cause of a malfunction that gave rise to 21 days of off-hire and millions of dollars in claimed damages.

4. Reports. Ask whether any written report was prepared by Northwind or its agents regarding the causation of the BWTS failure. If so, request identification of the report and confirm that it has been produced in discovery. If no report was prepared, establish that Northwind's failure to investigate the cause of the malfunction is inconsistent with its aggressive assertion of damages arising from that malfunction.

D. Cargo Damage — Iron Ore Oxidation ($3,420,000 Claim)

1. Connection to BWTS Malfunction. Establish the connection between the BWTS malfunction and the claimed cargo damage. Northwind claims $3,420,000 in damages for iron ore oxidation allegedly caused during Incident 2. If the BWTS failure is what led to the conditions that caused or contributed to the oxidation of the iron ore cargo, then the causal chain runs from the contaminated ballast water (loaded by Northwind's agents) to the BWTS malfunction to the cargo damage. Under this analysis, Northwind bears responsibility for the resulting cargo damage and cannot recover it from TSL.

2. Lindgren's View on Causation. Probe Lindgren's view on this causal chain. Does he accept that the BWTS malfunction contributed to the cargo damage? If so, and if Northwind's agents caused the BWTS malfunction by loading contaminated ballast, does Lindgren acknowledge that Northwind bears at least partial responsibility for the cargo damage?

3. Specific Cargo Parcels. Ask Lindgren to identify the specific cargo parcels allegedly damaged by oxidation, the shippers involved, and the nature and quantum of each shipper's claim. Have those third-party claims been formally asserted? Have they been settled, and if so, on what terms and for what amounts? Or do they remain pending and contingent? Northwind should not be permitted to claim $3,420,000 in cargo damages if those claims have not been actually paid or adjudicated.

4. Alternative Causes. Explore whether the iron ore oxidation could have other causes unrelated to the BWTS malfunction. Iron ore is susceptible to oxidation from multiple sources, including pre-existing moisture content in the cargo as loaded, inadequate hold ventilation, improper stowage, or exposure to moisture during the loading process itself. If any of these factors — particularly those attributable to the charterer's loading practices — contributed to the oxidation, then the causal link between the BWTS malfunction and the cargo damage is broken or attenuated.

V. MITIGATION OF DAMAGES

A. Northwind's Duty to Mitigate

Under well-established New York law, a party claiming breach of contract has a duty to take reasonable steps to mitigate its damages. Damages that could have been avoided through the exercise of reasonable commercial effort are not recoverable. This principle applies with full force in the maritime chartering context, where sophisticated commercial parties are expected to act promptly and diligently to minimize losses arising from off-hire events or other disruptions.

Northwind is a major maritime chartering company with annual revenues of approximately $1.2 billion and a substantial fleet of vessels. As such, it had the commercial capacity, market knowledge, and operational resources to mitigate its damages far more effectively than its claimed losses would suggest. For each incident, we must explore what steps Northwind took — or failed to take — to minimize its losses.

B. Incident 1 — Turbocharger Failure (March 12–April 2, 2022; 22 Days Off-Hire)

1. Substitute Tonnage. Was substitute tonnage arranged following the turbocharger failure? If so, how quickly was it arranged, and at what cost? Northwind claims 72 days of substitute charter at $21,300 per day — for which incident or incidents was this substitute charter obtained? If the substitute charter was arranged to cover all three off-hire periods, then the allocation of substitute charter costs among the incidents must be established.

2. Speed and Cost of Arrangement. Could substitute tonnage have been arranged more quickly or at a lower daily rate? Was Northwind's chartering desk actively seeking competitive bids from multiple vessel owners, or was the substitute charter arranged on an emergency basis with a single provider? If the latter, Northwind may have failed to exercise reasonable commercial effort to minimize substitute charter costs.

3. Lindgren's Personal Involvement. Was Lindgren personally involved in sourcing substitute tonnage, or was this handled by Northwind's chartering department? If Lindgren was not personally involved, who made the decisions regarding substitute tonnage, and did Lindgren review or approve those decisions?

C. Incident 3 — Cylinder Liner Failure (November 15–December 10, 2022; 25 Days Off-Hire)

1. Drydocking at Keppel Verolme Shipyard. The same line of questioning regarding mitigation should be pursued with respect to Incident 3, which resulted in drydocking at Keppel Verolme Shipyard in Rotterdam, the Netherlands. Were alternatives to the Keppel Verolme drydocking explored? Could the repairs have been conducted at a different shipyard, or using a different repair methodology, that would have resulted in a shorter off-hire period?

2. Cooperation with TSL. Did Northwind cooperate with TSL's efforts to expedite repairs during Incident 3? If TSL proposed repair solutions or alternative shipyard arrangements that would have reduced the off-hire period, did Northwind accept or reject those proposals? If Northwind rejected reasonable proposals by TSL, its failure to cooperate undermines its damages claim for the excess off-hire period.

3. Alternatives to Minimize Off-Hire. Did Northwind explore any alternatives to minimize the off-hire period, such as arranging for temporary repairs that would have allowed the vessel to resume trading pending a scheduled drydocking? In the commercial shipping industry, temporary or voyage repairs are commonly employed to minimize off-hire periods, and a failure to consider such alternatives may constitute a failure to mitigate.

D. Demurrage and Dead Freight — Qingdao Laycan Miss ($1,230,000)

1. Laycan Extension. Explore whether Northwind could have extended or renegotiated the Qingdao laycan window (October 1–5, 2022) once the delay from the alleged Maputo deviation became apparent. In commercial shipping, laycan extensions are routinely negotiated between counterparties when delays arise. If Northwind made no effort to extend the laycan — or if it made a half-hearted effort — then at least a portion of the $1,230,000 in demurrage and dead freight could have been avoided.

2. Contact with Qingdao Counterparty. Did Lindgren or anyone at Northwind contact the Qingdao cargo receiver or counterparty to request a laycan extension? If so, when, and what was the response? If no such contact was made, elicit the admission that Northwind failed to take this obvious and reasonable mitigation step.

3. Proof of Payment. Was the $1,230,000 in demurrage and dead freight actually paid by Northwind, or is it merely claimed? Demand documentation establishing that Northwind has actually incurred this expense. If the amount has not been paid, Northwind may be claiming damages that are merely contingent or speculative.

4. Alternative Vessel. Could Northwind have used an alternative vessel from its broader fleet — or chartered-in tonnage from the spot market — to meet the Qingdao commitment? If Northwind had a substantial fleet of vessels in operation during October 2022, it may have had the ability to redirect another vessel to satisfy the Qingdao cargo commitment, thereby avoiding the laycan miss and the associated demurrage and dead freight.

E. General Mitigation Failures

1. Commercial Capacity. Northwind's annual revenue of approximately $1.2 billion indicates that it is one of the larger commercial chartering operations in the industry. A company of this size and sophistication has the commercial capacity to absorb temporary disruptions without incurring losses of the magnitude claimed. Explore the breadth of Northwind's fleet operations — how many vessels were under charter, what cargo commitments were outstanding, and what flexibility existed to reallocate tonnage among commitments.

2. Consequential Losses. Probe whether Northwind's claimed damages include consequential losses that could have been avoided with reasonable commercial effort. In particular, the third-party shipper claims ($5,634,400) and the demurrage and dead freight ($1,230,000) may represent consequential losses that Northwind could have mitigated through timely communication with its counterparties, reallocation of cargo to alternative vessels, or other reasonable commercial steps.

VI. THE EASTBOURNE BULK CARRIERS SUB-CHARTER

A. Terms of the Sub-Charter

The Eastbourne Bulk Carriers sub-charter is a critical element of the damages analysis. The following facts must be established through Lindgren's testimony:

1. Existence and Terms. Confirm that Northwind sub-chartered the M/V Aegean Fortuna to Eastbourne Bulk Carriers Ltd., a United Kingdom company, at a daily rate of $17,200. Identify when the sub-charter was executed and the period covered by the sub-charter. Establish whether the sub-charter was for the full remaining term of the head charter or for a shorter period.

2. Profit Margin. Confirm that the sub-charter daily rate of $17,200 exceeded the head charter rate of $14,750 by $2,450 per day. This $2,450 per day represented Northwind's profit margin on the sub-charter arrangement. Northwind's actual lost profit from the 68 total off-hire days was therefore ($17,200 minus $14,750) multiplied by 68 off-hire days, which equals $166,600. This is a far more modest figure than the damages Northwind has claimed and underscores the extent to which Northwind's damages have been inflated.

3. discovery Dispute. Note for the record that a discovery dispute letter dated April 5, 2024, from Carlos Espinoza to Jason Trumbull at Hargrove, Delacroix & Stern, addressed Northwind's deficient production of sub-charter documents. Northwind has failed to produce the complete sub-charter agreement, any amendments thereto, and related financial documents showing the sub-charter revenue actually received by Northwind. Lindgren should be pressed on why these documents were not produced timely and fully. If Northwind is withholding sub-charter documents that would reveal the true extent of its losses (or lack thereof), this is a significant issue that should be raised with the Court if the deficiency is not cured.

B. Eastbourne's Role in Damages

1. Eastbourne Claims Against Northwind. Explore whether Eastbourne Bulk Carriers made any claims against Northwind arising from the off-hire periods. If the M/V Aegean Fortuna was off-hire under the head charter, Eastbourne would have experienced corresponding disruptions to its cargo commitments. Did Eastbourne assert claims for damages, demurrage, dead freight, or other losses? If so, are those claims subsumed in Northwind's claimed damages, or are they separate and independent? If they are subsumed, then at least a portion of Northwind's claimed damages is attributable to Eastbourne's losses rather than Northwind's own losses.

2. Third-Party Shipper Claims. Determine whether any of the "third-party shipper claims" totaling $5,634,400 originated from Eastbourne or from Eastbourne's cargo interests. If Eastbourne was the sub-charterer operating the vessel, some or all of the cargo claims may have arisen from Eastbourne's operations rather than Northwind's. In that case, the claims may not be properly attributable to TSL's alleged breaches of the head charter.

3. Potential Double-Counting. Explore potential double-counting in Northwind's damages claim. If Northwind is claiming both substitute charter costs ($471,600) and lost sub-charter profit ($166,600), there may be overlap between these categories. A charterer cannot recover both the cost of substituting tonnage and the profit it would have earned on the sub-charter during the same period — these are alternative measures of the same loss. Press Lindgren on whether the substitute charter at $21,300 per day was arranged by Northwind for Eastbourne's benefit (to satisfy Eastbourne's cargo commitments) or for Northwind's own cargo operations. The answer to this question will clarify the relationship between the substitute charter costs and the lost sub-charter profit.

C. Sub-Charter Disclosure and Transparency

1. Obligation to Disclose. Was Northwind obligated to disclose the sub-charter to TSL under the terms of the charter-party? Many charter-parties contain provisions requiring the charterer to notify the owner before sub-chartering the vessel. If such a provision exists, did Northwind comply with it?

2. Lindgren's Approval. Did Lindgren personally approve the sub-charter arrangement with Eastbourne? If so, what factors did he consider in deciding to sub-charter at $17,200 per day? If the sub-charter arrangement was approved without Lindgren's direct involvement, who at Northwind approved it?

3. Eastbourne's Insurance. Obtain Lindgren's understanding of Eastbourne's operations and whether Eastbourne had its own insurance coverage that would respond to cargo claims arising from the off-hire periods. If Eastbourne maintained Protection & Indemnity ("P&I") coverage or cargo liability insurance, then some or all of the third-party shipper claims may be covered by Eastbourne's insurers rather than falling on Northwind. This is relevant to the question of whether Northwind has actually incurred the losses it claims.

VII. THE MAPUTO DEVIATION (SEPTEMBER 2022)

A. Factual Background

Northwind alleges that TSL directed the M/V Aegean Fortuna to deviate from its planned Durban-to-Qingdao voyage to load TSL's own cargo at Maputo, Mozambique, in September 2022, adding approximately four days to the voyage. Northwind contends that this deviation caused the vessel to miss the Qingdao laycan window of October 1–5, 2022, resulting in $1,230,000 in demurrage and dead freight charges.

TSL's position is that the Maputo call was not an unauthorized deviation. Rather, it was necessitated by weather and routing conditions in the Mozambique Channel at the time and fell within the Master's reasonable discretion over voyage routing. The charter-party does not prescribe specific routes, and Maputo is not an excluded port under Clause 5.

B. Lindgren's Knowledge of the Circumstances

1. Timing of Knowledge. When did Lindgren first learn of the Maputo call? Was he informed before the vessel arrived at Maputo, while the vessel was at Maputo, or only after the vessel departed Maputo? From whom did he receive this information — Northwind's operations desk, Northwind's port agents, or the Master of the M/V Aegean Fortuna?

2. Communications with the Master. Did Lindgren or anyone at Northwind communicate with Captain Nikolaos Giannopoulos (Master of the M/V Aegean Fortuna) about the Maputo routing decision before or during the deviation? If so, what was the substance of those communications? Did Northwind direct the Master to proceed directly to Qingdao without calling at Maputo, or did Northwind acquiesce in the Maputo call?

3. Weather Conditions. Was Lindgren aware of weather conditions in the Mozambique Channel in September 2022 that may have warranted routing adjustments? The Mozambique Channel is known for unpredictable weather patterns, including tropical cyclones and severe swells, that can affect vessel routing decisions. If Lindgren was unaware of the weather conditions, establish that he had no direct knowledge of the sea conditions that informed the Master's routing decision and relied entirely on secondhand reports.

4. Absence of Direct Knowledge. Press for the admission that Lindgren had no direct knowledge of the sea conditions, navigational hazards, or other factors that informed the Master's decision to call at Maputo. His characterization of the Maputo call as an "unauthorized deviation" is based entirely on secondhand information and post hoc analysis, not on any contemporaneous assessment of the conditions on the ground.

C. Consent or Acquiescence

1. Advance Notice. Explore whether Northwind's operations team was informed of the Maputo call in advance and failed to object in real time. If Northwind received notice of the Maputo call — whether from the Master, from TSL, or from Northwind's own port agents — and did not contemporaneously protest, this establishes implied consent or waiver. A sophisticated charterer that receives notice of a routing change and fails to object cannot later characterize that routing change as an unauthorized deviation for purposes of claiming damages.

2. Written Objection. Identify any written communication from Northwind to TSL or to the Master objecting to the Maputo call at the time it occurred. If no such communication exists — and we have not identified any such document in the production — elicit that admission. The absence of a contemporaneous written objection is powerful evidence that Northwind acquiesced in the Maputo call.

3. First Written Objection. Establish the timeline of Northwind's objection to the Maputo deviation. When was the first written objection raised by Northwind regarding the Maputo call? If the first written objection was raised weeks or months after the event — particularly in the context of Northwind's overall claim strategy — this supports the inference that the objection was manufactured for litigation purposes rather than reflecting a genuine contemporaneous concern.

D. Characterization of the Deviation

1. Clause 5 Permits Maputo. Challenge Lindgren's characterization of the Maputo call as a "deviation." Under Clause 5 of the charter-party, the vessel is permitted worldwide trading, subject only to the specific exclusions for OFAC-sanctioned ports, London Joint War Committee listed areas, and ice-bound waters north of 68°N. Maputo, Mozambique is not an excluded port. The call at Maputo was therefore within the trading limits prescribed by the charter-party.

2. No Express Route Obligation. Probe whether the charter-party contains any express route obligation for the Durban-to-Qingdao voyage. If the charter-party does not dictate specific voyage routes — and we do not believe it does — then Northwind cannot characterize a routing decision made by the Master as a contractual breach.

3. Master's Traditional Authority. Press Lindgren to acknowledge that the Master of a vessel has traditional authority to make routing decisions for safety, efficiency, and good seamanship. This authority is recognized in maritime law and is generally not circumscribed by the terms of a time charter-party unless the charter-party contains express provisions restricting the Master's discretion. If the charter-party does not contain such provisions, then the Master's decision to call at Maputo was within the scope of his authority.

4. De Minimis Delay. Establish that four days is a de minimis delay in the context of a 36-month charter. The total charter period was approximately 1,096 days. A four-day routing adjustment represents 0.36% of the total charter period — a trivial amount by any commercial standard. Lindgren should be pressed to acknowledge that in a charter of this duration, minor routing adjustments and delays are routine and foreseeable.

VIII. WITHHELD HIRE — TSL COUNTERCLAIM ($1,620,000)

A. Decision to Withhold Hire

1. Confirmation of Withholding. Confirm that Northwind withheld $1,620,000 in hire for the period October 1 through December 31, 2022. This represents 110 days of hire at $14,750 per day (110 × $14,750 = $1,622,500; the $1,620,000 figure may reflect a rounding adjustment or a pro-rata calculation for partial days).

2. Decision-Maker. Who at Northwind made the decision to withhold hire? Was it Lindgren personally? Was it Sandra Chow, the Chief Financial Officer, who controlled Northwind's financial operations and hire payment processes? Was it Richard Hartnett, General Counsel, who would have assessed the legal basis for withholding? Or was it a collective decision made by some combination of these individuals? Identifying the decision-maker is critical to establishing responsibility for what TSL contends was an unjustified and disproportionate withholding.

3. Internal Justification. What was the internal justification for withholding hire? Did Northwind rely on Clause 11 off-hire rights, equitable setoff, or both? If Northwind relied on Clause 11, which specific provisions of that clause did it invoke? If it relied on equitable setoff, what was the legal basis for asserting a right of setoff that exceeded the actual off-hire entitlement?

4. Mismatch Between Off-Hire and Withheld Hire. Note that only 25 of the 110 days during the October 1–December 31, 2022 withholding period were actual off-hire days under any reasonable interpretation of Clause 11. Those 25 days correspond to Incident 3, the cylinder liner failure from November 15 through December 10, 2022. The remaining 85 days of withheld hire were not covered by any off-hire provision. This means that Northwind withheld approximately $1,253,750 in hire (85 days × $14,750) to which TSL was indisputably entitled. Lindgren must be pressed to acknowledge this mismatch.

B. Legal Basis for Withholding

1. Legal Advice. Press Lindgren on whether Northwind obtained legal advice before withholding hire. If so, from whom — Richard Hartnett in-house, Hargrove Delacroix & Stern, or another advisor? If Northwind withheld $1,620,000 in hire without obtaining legal advice, this reflects a reckless disregard for its contractual obligations. If it did obtain legal advice, the substance of that advice may be privileged, but the fact that advice was sought and the identity of the advisor are not.

2. Proportionality. Explore whether Northwind's withholding was proportionate to any actual off-hire entitlement. Even if Northwind had legitimate grounds to withhold hire for the 25 off-hire days (Incident 3), the amount it was entitled to withhold was $368,750 (25 × $14,750) — not $1,620,000. The excess withholding of approximately $1,251,250 had no legitimate basis and constitutes a material breach of the charter-party.

3. Breach by Northwind. Establish that withholding hire in excess of legitimate off-hire entitlements constitutes a breach of the charter-party by Northwind. Under the NYPE 2015 form, the charterer's obligation to pay hire is a fundamental term of the agreement, and unjustified withholding of hire is treated as a serious breach — potentially entitling the owner to withdraw the vessel.

4. Admissions on Unjustified Withholding. The $1,620,000 counterclaim is well-founded. Press Lindgren for admissions that Northwind's withholding was at least partially unjustified. Even if he maintains that some portion of the withholding was legitimate (corresponding to the 25 off-hire days), he must acknowledge that the withholding of hire for the remaining 85 days was not supported by the charter-party terms.

IX. DAMAGES CALCULATIONS — PROBING SPECIFIC CATEGORIES

A. Substitute Charter Costs ($471,600)

1. Confirmation of Terms. Confirm that the substitute charter was arranged at a daily rate of $21,300 for a period of 72 days. The total claimed substitute charter cost is therefore 72 × $21,300 = $1,533,600. Note: the outline amount of $471,600 may reflect a net figure after certain offsets or may represent only the incremental cost above the head charter rate (72 × ($21,300 − $14,750) = $471,600). Clarify during the deposition which figure Northwind is claiming and on what basis.

2. Identity of Substitute Vessel. Who was the substitute charterer or owner? What vessel was substituted for the M/V Aegean Fortuna? What were the characteristics of the substitute vessel — its size, age, cargo capacity, and trading suitability? If the substitute vessel was of a different class or specification than the M/V Aegean Fortuna, the comparison of daily rates may not be apples-to-apples.

3. Competitive Bidding. Were competitive bids obtained for the substitute charter, or was it arranged on an urgent basis with a single provider at an inflated rate? If Northwind did not solicit competitive bids, this represents a failure to mitigate. A sophisticated charterer with market knowledge and broker relationships should have been able to obtain multiple quotations and negotiate a more competitive rate.

4. Reasonable Advance Planning. Establish that with reasonable advance planning — given that some mechanical issues were foreseeable for any vessel, even a relatively young one — Northwind could have arranged substitute tonnage at a more competitive rate. The M/V Aegean Fortuna was built in 2016 by Dalian Prosperity Shipyard Co., Ltd., making it only approximately six years old at the time of the off-hire incidents. While the vessel was relatively young, mechanical issues are never entirely unforeseeable, and a prudent charterer would maintain contingency plans for substitute tonnage.

5. Justification for Premium Rate. Question whether the premium substitute rate of $21,300 per day — a 44% premium over the head charter rate of $14,750 — was justified by market conditions at the time, or whether it reflects a failure to exercise commercial diligence in sourcing substitute tonnage.

B. Third-Party Shipper Claims ($5,634,400)

1. Identification of Claims. Three separate cargo claims from third-party shippers are alleged. Identify each claimant, the specific cargo involved, the voyage on which the cargo was carried, the nature of the alleged damage, and the quantum of each claim. Without this level of specificity, the $5,634,400 figure is nothing more than an unsubstantiated aggregate.

2. Justice Chen's Ruling. TSL's defense with respect to these claims includes the argument that third-party cargo claims are not properly recoverable as charter-party damages between Owner and Charterer. Count III of Northwind's complaint was narrowed by Justice Chen's ruling on March 8, 2024. Establish through Lindgren's testimony the scope and impact of that ruling on Northwind's ability to recover these claims.

3. Payment or Settlement. Press Lindgren on whether these claims have actually been paid or settled by Northwind, or whether they are merely contingent or threatened. If the claims have not been paid, Northwind has not yet incurred the loss it claims and may never incur it. If the claims have been settled, obtain the settlement amounts and terms to determine whether they are less than the $5,634,400 claimed.

4. Inter-Club Agreement. Explore the application of the Inter-Club Agreement, which is the standard industry mechanism for apportioning cargo claims as between owner and charterer. Under the Inter-Club Agreement, cargo claims are apportioned according to a formula that considers the cause of the damage and the responsibilities of each party. Northwind cannot simply pass through 100% of cargo claims to TSL as charter-party damages without regard to the Inter-Club Agreement apportionment.

C. Legal Fees and Expert Costs ($999,000)

1. Claimed Amount. Northwind claims $999,000 in legal fees and expert costs as an element of its damages. This is an unusual and potentially improper claim element.

2. American Rule. Under the American Rule, which is the default under New York law, each party bears its own litigation costs and attorney's fees unless a statute, court rule, or contractual provision provides otherwise. Does the charter-party contain a fee-shifting provision that would entitle the prevailing party to recover its legal fees? If not — and we do not believe that it does — then Northwind's claim for $999,000 in legal fees and expert costs is legally baseless.

3. Lindgren's Understanding. Press Lindgren on whether he understands that legal fees are typically not recoverable as contract damages under New York law. If he does not understand this, it suggests that Northwind's damages claim was prepared without adequate legal review. If he does understand it but included the claim anyway, it suggests an inflated or bad-faith damages posture.

D. Additional Port Costs and Bunker Surcharges ($875,400)

1. Identification and Documentation. Request that Lindgren identify the specific additional port costs and bunker surcharges that Northwind claims to have incurred. What ports are involved? What are the specific charges? Are they supported by invoices, receipts, or other contemporaneous documentation?

2. Actual Payment. Were these costs actually paid by Northwind, or are they estimates or projections? If they are estimates, Northwind has not established that it has incurred actual damages.

3. Mitigation. Could any of these costs have been avoided through reasonable mitigation? For example, if additional bunker surcharges were incurred because Northwind failed to reroute its vessel or adjust its bunkering schedule in response to the off-hire events, those surcharges may be the product of Northwind's own choices rather than TSL's alleged breaches.

X. INTERNAL COMMUNICATIONS AND DOCUMENT PRESERVATION

A. Key Documents to Use as Exhibits

The following documents should be marked and used as exhibits during the deposition. The final list of exhibits will be coordinated with Doug Carmichael in advance of the deposition:

1. Charter-Party. The charter-party for the M/V Aegean Fortuna (Reference No. NW-TSL-CP-2020-1203), dated December 3, 2020, including all amendments, addenda, and riders. This is the foundational document for the entire case and should be the first exhibit marked.

2. Maputo Deviation Emails. Northwind internal emails regarding the Maputo deviation, as identified from Northwind's document production. These emails should be reviewed to determine whether Northwind received advance notice of the Maputo call, whether any objection was raised in real time, and when the first written objection was communicated.

3. Hire Withholding Emails. Northwind internal emails regarding the decision to withhold hire for the October 1–December 31, 2022 period, as identified from Northwind's document production. These emails should establish the decision-making process, the individuals involved, and the internal justification for the withholding.

4. Eastbourne Sub-Charter Agreement. The sub-charter agreement between Northwind and Eastbourne Bulk Carriers Ltd., if produced. Note the outstanding discovery dispute regarding Northwind's deficient production of sub-charter documents (Carlos Espinoza letter to Jason Trumbull dated April 5, 2024). If the sub-charter agreement has not been produced, Lindgren should be questioned about its existence, terms, and the reasons for non-production.

5. Damage Calculation Spreadsheets. Northwind's internal damage calculation spreadsheets, as produced from the files of Sandra Chow (CFO). These spreadsheets should be used to probe the basis and methodology of each damages category and to identify any inconsistencies, unsupported assumptions, or duplicative entries.

6. Ballast Water Communications. Communications between Northwind's port agents and the M/V Aegean Fortuna regarding ballast water operations at the prior port (before Richards Bay). These documents are critical to establishing charterer causation for the BWTS malfunction.

7. LD Cap Memoranda. Any Northwind internal memoranda, board presentations, or email correspondence in which Northwind personnel discussed the interpretation of the liquidated damages cap in Clause 28.

8. Weather Reports. Weather reports for the Mozambique Channel, September 2022, to support TSL's position that the Maputo call was warranted by weather and routing conditions.

B. Impeachment Materials

1. Verified Complaint. Review Lindgren's verification of the complaint in detail. Identify any statements in the verified complaint that can be contradicted by documents produced in discovery or by testimony from other witnesses. If Lindgren verified factual allegations that are demonstrably false or misleading, his credibility at trial will be significantly compromised.

2. Cross-Reference with Sandra Chow Deposition. Sandra Chow's deposition is scheduled for June 14, 2024. Identify topics during the Lindgren deposition where there is a risk of inconsistency between Lindgren's testimony and Chow's anticipated testimony — particularly on damages calculations, the decision to withhold hire, the Eastbourne sub-charter arrangement, and the internal justification for the Maputo deviation objection. Preserve these topics for potential impeachment use at both depositions and at trial.

XI. CLOSING TOPICS

A. Settlement Discussions (if Admissible/Discoverable)

Exercise caution in this area. Settlement discussions and mediation-related communications are generally privileged and inadmissible under both New York law (CPLR § 4547) and the Federal Rules of Evidence (Rule 408). Do not inquire about specific settlement offers, positions taken during mediation, or statements made in the course of mediation or other structured settlement processes.

However, it may be permissible to probe whether Northwind made any prior demands or initiated any resolution discussions outside formal mediation — for example, pre-litigation demand letters, informal overtures through brokers, or commercial discussions regarding a negotiated resolution. If opposing counsel objects, do not press the point, but note it on the record for potential follow-up briefing.

B. Lindgren's Understanding of Case Posture

1. Dismissed and Narrowed Claims. Confirm Lindgren's awareness that Count V (unjust enrichment) was dismissed in its entirety by Justice Chen and that Count III (third-party shipper claims) was narrowed by Justice Chen's ruling dated March 8, 2024. These rulings have materially reduced the scope of Northwind's recoverable claims, and Lin

CALDERWOOD & HARKNESS LLP 1301 Avenue of the Americas, 42nd Floor New York, New York 10019
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
This memorandum is protected by the attorney work product doctrine and the attorney-client privilege. It reflects the mental impressions, conclusions, opinions, and legal theories of counsel and has been prepared in anticipation of litigation. This memorandum should not be disclosed to any person or entity outside of Calderwood & Harkness LLP and the designated client representatives without the express authorization of the undersigned.
MEMORANDUM
To: Douglas Carmichael, Partner Francesca Morano, Senior Associate
From: Carlos Espinoza, Associate Hannah Brinkley, Associate
Date: May 25, 2024
Re: Cross-Examination Outline — Deposition of Viktor Lindgren, President and Managing Director, Northwind Maritime Corporation
Matter: Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023, Supreme Court of the State of New York, New York County, Commercial Division
C&H Matter No.: 1044-00006
Deposition Date: May 30, 2024
Location: Offices of Hargrove, Delacroix & Stern LLP, 600 Lexington Avenue, 28th Floor, New York, NY 10022
Opposing Counsel Present: Margaret Delacroix (Lead Partner), Jason Trumbull (Senior Associate), Priya Mehta (Associate) — Hargrove, Delacroix & Stern LLP
Court Reporter: To be confirmed by HD&S
Estimated Duration: Full day (6–7 hours)
Right-click to update Table of Contents
I. PURPOSE AND STRATEGIC OBJECTIVES
Viktor Lindgren is the President and Managing Director of Northwind Maritime Corporation, a marshall Islands corporation with its principal office located at 1700 Harbor Gateway, Suite 500, Stamford, Connecticut 06902. Lindgren serves as the primary decision-maker on the Northwind side with respect to the time charter-party for the M/V Aegean Fortuna executed with Thalassa Shipping & Logistics SA ("TSL") and Aegean Fortuna Shipholding Ltd. He is also the individual who drove Northwind's decision to initiate this litigation. As such, his deposition presents the most significant opportunity to develop the factual record supporting TSL's defenses, to narrow and undermine Northwind's damages claims, and to establish facts that will position TSL favorably for summary judgment and trial.
The core objectives of this cross-examination are as follows:
1.  Undermine Northwind's Damages Claims by Establishing Failures in Mitigation. Northwind has asserted a total claim of approximately $18,300,000 in damages across multiple categories. We must demonstrate through Lindgren's testimony that Northwind failed to take commercially reasonable steps to mitigate its losses at each stage — from sourcing substitute tonnage to renegotiating laycan windows to managing its own fleet operations to absorb temporary disruptions. Northwind, a company with approximately $1.2 billion in annual revenue and a substantial fleet of vessels under charter, had the operational capacity and commercial sophistication to minimize its exposure, and its failure to do so should preclude or substantially reduce recovery.
2.  Elicit Admissions Regarding the Eastbourne Bulk Carriers Ltd. Sub-Charter Terms That Reduce Northwind's Actual Losses. Northwind sub-chartered the M/V Aegean Fortuna to Eastbourne Bulk Carriers Ltd. at a daily rate of $17,200, yielding a daily profit margin of $2,450 over the head charter rate of $14,750. Lindgren's testimony should establish that Northwind's actual lost profit from the off-hire periods was modest — approximately $166,600 — and that certain of Northwind's claimed damages are duplicative or overlap with recoveries available through the sub-charter arrangement or Eastbourne's own insurance.
3.  Establish Lindgren's Knowledge (or Willful Ignorance) Regarding Contaminated Ballast Water at the Prior Port, Supporting TSL's Defense That Incident 2 (BWTS Malfunction) Was Caused by Northwind's Agents. The ballast water treatment system malfunction that gave rise to Incident 2 was, according to TSL's expert Dr. Henrik Sørensen, caused by contaminated ballast water loaded at a prior port under the direction of Northwind's own port agents. If Northwind's agents bore responsibility for directing the vessel to the berth or anchorage where contaminated ballast was loaded, and if Northwind failed to test or sample the ballast water, then Northwind bears the proximate cause of the resulting BWTS failure and cannot recover damages attributable to that incident.
4.  Test Lindgren's Understanding of the Liquidated Damages Cap Under Clause 28 and Whether Northwind Internally Acknowledged That the Cap Applies to the Entire Charter Period. Clause 28 of the charter-party provides for liquidated damages equal to 150% of aggregate off-hire days multiplied by the daily hire rate, subject to a cap of $4,500,000 "for any single continuous period of breach." Northwind's complaint treats each of the three incidents as a separate "period of breach," thereby asserting a $4,500,000 cap per incident rather than a single aggregate cap. We must probe whether Lindgren or other Northwind personnel internally acknowledged that the cap was intended to function as an overall limitation on liability, and whether any internal documents, board presentations, or email correspondence reflect that understanding.
5.  Probe Northwind's Internal Communications and Decision-Making Regarding Withholding $1,620,000 in Hire for October 1–December 31, 2022. Northwind withheld 110 days of hire at $14,750 per day during this period, yet only 25 of those 110 days (Incident 3, November 15–December 10, 2022) were actual off-hire days under any reasonable interpretation of Clause 11. The remaining 85 days of withheld hire — totaling approximately $1,253,750 — had no basis in the off-hire provisions and constitutes a breach of the charter-party by Northwind. This forms the foundation of TSL's counterclaim, and Lindgren's admissions on this point are critical.
6.  Explore the Basis and Calculation of the $18,300,000 Total Claim, Seeking Concessions on Inflated or Duplicative Categories. Northwind's claimed damages include categories that are inflated, speculative, duplicative, or legally non-recoverable. These include $999,000 in legal fees and expert costs (generally not recoverable under New York law absent a contractual fee-shifting provision), $5,634,400 in third-party shipper claims (the recoverability of which was narrowed by Justice Chen's March 8, 2024 ruling), and various estimates for port costs and bunker surcharges that may not have been actually incurred.
7.  Establish Facts Supporting TSL's Position on the Maputo Deviation Being Within the Master's Reasonable Discretion. Northwind characterizes the Maputo call as an unauthorized deviation from the Durban-to-Qingdao voyage, allegedly adding four days to the voyage. TSL's position is that the Maputo call was necessitated by weather and routing conditions in the Mozambique Channel and fell within the Master's traditional discretion over voyage routing. We must establish through Lindgren's testimony that (a) the charter-party does not dictate specific voyage routes, (b) Maputo is not an excluded port under Clause 5, (c) Northwind was informed of the Maputo call and did not contemporaneously object, and (d) four days is a de minimis delay in the context of a 36-month charter.
II. BACKGROUND AND FOUNDATION — LINDGREN'S ROLE AND AUTHORITY
A. Personal Background and Position
The deposition should open with a thorough foundation regarding Lindgren's role, authority, and involvement in the matters at issue. The following areas should be covered systematically:
1.  Title and Tenure. Confirm that Lindgren holds the title of President and Managing Director of Northwind Maritime Corporation. Establish the date on which he assumed this role, any prior positions he held within Northwind or its affiliated entities, and the total duration of his tenure. If Lindgren has been in this role for more than a few years, this supports the inference that he was fully familiar with Northwind's chartering operations and would have been engaged on significant charter-party disputes from the outset.
2.  Reporting Structure. Establish Lindgren's reporting relationship within Northwind's corporate hierarchy. Does he report to a Board of Directors? If so, who serves on the Board, and how frequently does the Board meet? Does Lindgren have sole authority over chartering decisions, or does he require Board approval for significant operational or legal matters? To the extent that Lindgren delegated authority, identify the individuals to whom decisions were delegated and the scope of that delegation.
3.  Day-to-Day Involvement. Probe the extent of Lindgren's day-to-day involvement in chartering decisions, fleet operations, and cargo logistics. Is he personally involved in negotiating charter-parties, or does Northwind employ a chartering desk or department that handles those matters? Does he review operational reports from vessel Masters, port agents, or fleet managers? How frequently does he receive updates on the status of individual vessels, and in what form (email, written reports, telephone calls, etc.)?
4.  Personal Involvement in Negotiating the Charter-Party. Establish Lindgren's personal involvement in negotiating the charter-party for the M/V Aegean Fortuna (Reference No. NW-TSL-CP-2020-1203, executed December 3, 2020). Did Lindgren negotiate directly with representatives of TSL? If so, with whom on the TSL side did he negotiate? What were the key terms that were the subject of negotiation — in particular, did the parties negotiate over the liquidated damages cap in Clause 28, the trade limits in Clause 5, or the off-hire provisions in Clause 11? If Lindgren did not personally negotiate the charter-party, who at Northwind did, and to what extent did Lindgren review and approve the final terms before execution?
5.  Relationship with Key Personnel. Establish Lindgren's working relationship with Sandra Chow, Northwind's Chief Financial Officer, and Richard Hartnett, Northwind's General Counsel. Who at Northwind had authority to make operational decisions during the charter period? Was there a division of responsibility among Lindgren, Chow, and Hartnett with respect to operational matters (fleet and cargo), financial matters (hire payments, damage calculations), and legal matters (claim assessment, dispute resolution)? The purpose of this line of questioning is to identify the chain of decision-making within Northwind and to assess whether Lindgren can credibly deny knowledge of specific decisions — or whether he was the ultimate decision-maker on all material matters.
B. Northwind's Business and the Importance of the M/V *Aegean Fortuna* Charter
1.  Northwind's Scale of Operations. Confirm that Northwind Maritime Corporation had annual revenue of approximately $1.2 billion in fiscal year 2022. This figure is significant because it places the M/V Aegean Fortuna charter — with a total charter value of approximately $16,166,000 ($14,750 per day multiplied by approximately 1,096 days over the three-year charter period) — in proper perspective. The charter represented a small fraction of Northwind's overall revenue and fleet operations. Lindgren should be pressed to acknowledge that the disruptions caused by the three off-hire incidents, while operationally inconvenient, did not threaten Northwind's business viability or fundamentally alter its financial position.
2.  Fleet Size and Substitute Tonnage Availability. Establish the number of vessels that Northwind had under charter simultaneously during 2022. If Northwind operated a substantial fleet — which its $1.2 billion revenue figure strongly suggests — then it had substitute tonnage available or readily accessible through its existing chartering relationships and market presence. The purpose of this line of inquiry is to undermine Northwind's mitigation posture: a company with a large fleet and established relationships with vessel owners should not be claiming that it was forced to charter substitute tonnage at a premium rate of $21,300 per day when its own fleet operations could have absorbed the temporary disruption.
3.  Proportionality of Claimed Damages. Probe whether the claimed $18.3 million in damages is proportionate to the actual disruption experienced by a company of Northwind's scale. If Northwind's total revenue is $1.2 billion, then the claimed damages represent approximately 1.5% of annual revenue — a figure that, while not trivial, calls into question whether the individual damage categories reflect genuine, unavoidable losses or whether they have been inflated for litigation purposes. Lindgren's response to this line of questioning will also be useful in framing the damages argument for the finder of fact.
III. THE CHARTER-PARTY TERMS — KEY PROVISIONS
A. NYPE 2015 Form and Amendments
Before proceeding to the substantive cross-examination topics, it is essential to establish Lindgren's familiarity with the specific terms of the charter-party. This serves both to lay a proper foundation for document-based questioning and to test whether Lindgren has the command of the contract terms that one would expect of the individual who signed it and who drove the decision to file suit.
1.  Familiarity and Negotiation History. Confirm that Lindgren is familiar with the charter-party, which was executed on the NYPE 2015 form as amended by the parties. Establish who negotiated the charter-party on Northwind's behalf — whether it was Lindgren personally, a chartering manager, an outside broker, or some combination thereof. Determine whether the amendments to the standard NYPE 2015 form were substantive or ministerial, and which party proposed particular amendments.
2.  Key Clauses. Walk through the following key provisions of the charter-party, confirming Lindgren's understanding of each:
•  Clause 1 — Hire Rate. The daily hire rate under the charter-party is $14,750. Confirm this figure and establish that it was the product of arm's-length negotiation between Northwind and TSL. Establish the aggregate charter value over the full three-year term.
•  Clause 2 — Owner's Obligations. Confirm the scope of the owner's (TSL's / Aegean Fortuna Shipholding's) maintenance and repair obligations under the charter-party. This clause will be relevant to the question of whether TSL fulfilled its obligations with respect to the mechanical issues that gave rise to Incidents 1 and 3.
•  Clause 5 — Trade Limits. This clause is critical to the Maputo deviation issue and is addressed in detail below in Section III.C.
•  Clause 6 — Maintenance and Seaworthiness. Confirm Lindgren's understanding of the owner's seaworthiness obligations and whether Northwind contends that TSL breached this clause with respect to any of the three incidents.
•  Clause 11 — Off-Hire. Establish Lindgren's understanding of the off-hire provisions, including the triggering events that give rise to off-hire status, the calculation of off-hire periods, and the charterer's rights upon the occurrence of an off-hire event. This clause is directly relevant to the withheld hire counterclaim.
•  Clause 28 — Liquidated Damages. Addressed in detail below in Section III.B.
•  Clause 46/46(b) — Governing Law and Dispute Resolution. Confirm that the charter-party is governed by New York law and that disputes are subject to resolution in the courts of the State of New York, New York County.
B. Liquidated Damages — Clause 28 Interpretation
This is one of the most consequential interpretive disputes in the case. Northwind's complaint asserts a liquidated damages claim of $4,500,000, which appears to treat the Clause 28 cap as applicable on a per-incident basis (i.e., Northwind claims the full $4,500,000 cap rather than the formula-based calculation). TSL's position is that the cap is a single, aggregate limitation that applies to the entire charter period. The following lines of questioning should be pursued:
1.  Lindgren's Understanding of the Clause. Establish Lindgren's understanding of Clause 28, including the formula for calculating liquidated damages: 150% of aggregate off-hire days multiplied by the daily hire rate, subject to a cap of $4,500,000 "for any single continuous period of breach." Ask Lindgren to explain, in his own words, what he understands the phrase "any single continuous period of breach" to mean. Does he understand it to mean that each of the three incidents constitutes a separate "period of breach" with its own $4,500,000 cap? Or does he understand the charter-party to impose a single $4,500,000 aggregate cap across all incidents?
2.  Internal Discussions Regarding the LD Cap. Probe whether Northwind's internal discussions, board presentations, or communications with its sub-charterer (Eastbourne Bulk Carriers) treated the cap as a single $4,500,000 cap for the entire charter period or as a per-incident cap. Request that Lindgren identify any internal documents, board minutes, memoranda, or emails in which Northwind personnel discussed the interpretation of the LD cap. If such documents exist in the production, they should be marked as exhibits and used to test Lindgren's testimony against the documentary record.
3.  Formula Calculation. Elicit the admission that the formula-based calculation of liquidated damages — 68 total off-hire days multiplied by $14,750 per day multiplied by 1.5 — yields a figure of $1,504,500. This figure is far below the $4,500,000 cap. Northwind's claimed liquidated damages of $4,500,000 therefore depend entirely on the per-period interpretation of the cap. If the cap is construed as a single aggregate limitation — as TSL contends — then Northwind's liquidated damages are limited to $1,504,500.
4.  Pre-Filing Review. Press Lindgren on whether he personally reviewed the LD cap language before Northwind filed its complaint. Did he discuss the interpretation of Clause 28 with Richard Hartnett (General Counsel) or with outside counsel at Hargrove, Delacroix & Stern before the complaint was verified and filed? The purpose of this line of questioning is to establish that Northwind's aggressive interpretation of the LD cap was a strategic litigation decision rather than a good-faith reading of the contract language.
C. Trade Limits — Clause 5
Clause 5 is central to the Maputo deviation issue. The following admissions should be targeted:
1.  Worldwide Trading. Confirm that Clause 5 permits worldwide trading, subject to specified exclusions. The exclusions are limited to (a) ports and territories subject to sanctions administered by the Office of Foreign Assets Control ("OFAC"), (b) war-risk zones as designated by the London Joint War Committee listed areas, and (c) ice-bound waters north of 68°N latitude. These exclusions are narrowly defined and do not encompass the port of Maputo, Mozambique.
2.  Maputo Not Excluded. Establish that Maputo, Mozambique is not an excluded port under Clause 5. Lindgren should be asked directly whether there is any provision of the charter-party that prohibits the vessel from calling at Maputo. If his answer is no — as it must be — then the foundation has been laid for the argument that the Maputo call was not a "deviation" in any contractual sense.
3.  No Express Route Commitment. Confirm whether Lindgren was aware of any express route commitment in the charter-party for any particular voyage, including the Durban-to-Qingdao voyage at issue. Press for the admission that the charter-party does not dictate specific voyage routes. Under the NYPE 2015 form, the charterer directs the vessel to load and discharge ports, but the specific routing between those ports is traditionally within the Master's discretion, subject to the charterer's general employment orders and the trade limits prescribed in the charter-party.
IV. INCIDENT 2 — BWTS MALFUNCTION AND CHARTERER CAUSATION
A. The BWTS Malfunction (July 8–July 29, 2022)
Incident 2 is the off-hire event with the greatest potential for establishing charterer causation and thereby eliminating or substantially reducing a significant portion of Northwind's damages claim. The following factual foundation must be established:
1.  Timeline. Confirm the timeline of Incident 2: the ballast water treatment system ("BWTS") malfunction occurred on or about July 8, 2022, while the M/V Aegean Fortuna was loading cargo at Richards Bay, South Africa. The malfunction was accompanied by an auxiliary boiler failure, which rendered the vessel unable to complete loading operations. The vessel was off-hire for 21 days, from July 8 through July 29, 2022, during which time repairs were effected.
2.  Lindgren's Knowledge. Confirm the extent of Lindgren's knowledge regarding the circumstances of the BWTS malfunction. When did he first learn of the incident? From whom — the vessel's Master, Northwind's port agents, Northwind's operations desk, or another source? What reports did he receive, and what actions did he take or direct in response? Who at Northwind was managing cargo operations at Richards Bay at the time of the malfunction?
B. Northwind's Agents and the Prior Port Ballast Loading
This line of questioning goes to the heart of TSL's defense on Incident 2. If the BWTS malfunction was caused by contaminated ballast water loaded at a prior port under the direction of Northwind's own agents, then Northwind — as charterer — bears the proximate cause of the system failure and the resulting off-hire period.
1.  Prior Port Identification. Identify the port or ports at which the M/V Aegean Fortuna loaded ballast water prior to arriving at Richards Bay. Establish the specific location (port, berth, anchorage) and the date(s) on which ballast water was loaded. If Lindgren claims not to know, press him on whether this information is available from Northwind's operational records, port agent reports, or the vessel's log entries.
2.  Agent Involvement. Identify which Northwind agent or representative directed or approved ballast operations at the prior port. Under the NYPE 2015 form, the charterer has operational control over port selection and the sequence of loading and discharge operations. Northwind's port agents, acting on Northwind's behalf and under Northwind's instructions, would have been responsible for coordinating the vessel's activities at the prior port, including any ballast water loading operations necessary to maintain the vessel's stability during cargo operations.
3.  Reports on Water Quality. Probe whether Lindgren received any reports from Northwind's port agents or from Captain Nikolaos Giannopoulos (the Master of the M/V Aegean Fortuna) regarding water quality or contamination at the prior port. Were there any advisories, warnings, or notices regarding ballast water quality in the area? Did Northwind's agents conduct any assessment of water conditions before directing ballast operations?
4.  Documents. Introduce documents from TSL's production — or documents that should have been produced by Northwind — showing communications between Northwind's agents and the vessel regarding ballast water loading procedures at the prior port. These documents may include port agent instructions, voyage orders, Master's reports, or email communications between Northwind's operations desk and its agents.
5.  Operational Control. Establish that Northwind, as charterer under the NYPE 2015 form, had operational control over port selection and the loading sequence. The charterer directs the vessel to specific ports, berths, and anchorages, and the charterer's agents coordinate the vessel's operations at those locations. If Northwind's agents directed the vessel to the specific berth or anchorage where contaminated ballast was loaded, then Northwind — not TSL — is responsible for the consequences of that direction.
6.  Testing and Sampling. Ask whether Lindgren is aware of any testing or sampling of ballast water conducted by Northwind's agents before or after loading at the prior port. If no testing was conducted, establish that this constitutes a failure by Northwind to exercise reasonable care in overseeing ballast operations — a failure that directly contributed to the BWTS malfunction.
7.  Pattern of Inadequate Oversight. Elicit testimony regarding any prior incidents of ballast water contamination on Northwind-chartered vessels. If there have been other incidents, this establishes a pattern of inadequate agent oversight by Northwind in managing ballast operations across its fleet — a pattern that supports the inference that Northwind was on notice of the risk and failed to take corrective action.
C. Causation Link
1.  TSL's Expert Opinion. Confirm that TSL's expert, Dr. Henrik Sørensen of Nordic Maritime Consulting Group ApS, Copenhagen, Denmark, has opined that the BWTS malfunction was caused by contaminated ballast water. Dr. Sørensen's opinion is based on his analysis of the BWTS operational data, the vessel's ballast water logs, and the composition of sediment and biological material found in the BWTS filtration units during the repair process.
2.  Lindgren's Basis to Dispute. Ask whether Lindgren has any technical basis to dispute that the contaminated ballast caused the BWTS failure. If he does not, elicit that admission. If he asserts that he does, probe the basis for his view and determine whether Northwind has retained a competing expert on this issue.
3.  Northwind's Investigation. Explore whether Northwind conducted its own independent investigation into the cause of the BWTS malfunction. If so, what were the conclusions? Who conducted the investigation — Northwind's internal personnel, its port agents, an independent marine surveyor, or its litigation experts? If Northwind did not conduct an independent investigation, ask why not, and whether Lindgren considered it important to understand the cause of a malfunction that gave rise to 21 days of off-hire and millions of dollars in claimed damages.
4.  Reports. Ask whether any written report was prepared by Northwind or its agents regarding the causation of the BWTS failure. If so, request identification of the report and confirm that it has been produced in discovery. If no report was prepared, establish that Northwind's failure to investigate the cause of the malfunction is inconsistent with its aggressive assertion of damages arising from that malfunction.
D. Cargo Damage — Iron Ore Oxidation ($3,420,000 Claim)
1.  Connection to BWTS Malfunction. Establish the connection between the BWTS malfunction and the claimed cargo damage. Northwind claims $3,420,000 in damages for iron ore oxidation allegedly caused during Incident 2. If the BWTS failure is what led to the conditions that caused or contributed to the oxidation of the iron ore cargo, then the causal chain runs from the contaminated ballast water (loaded by Northwind's agents) to the BWTS malfunction to the cargo damage. Under this analysis, Northwind bears responsibility for the resulting cargo damage and cannot recover it from TSL.
2.  Lindgren's View on Causation. Probe Lindgren's view on this causal chain. Does he accept that the BWTS malfunction contributed to the cargo damage? If so, and if Northwind's agents caused the BWTS malfunction by loading contaminated ballast, does Lindgren acknowledge that Northwind bears at least partial responsibility for the cargo damage?
3.  Specific Cargo Parcels. Ask Lindgren to identify the specific cargo parcels allegedly damaged by oxidation, the shippers involved, and the nature and quantum of each shipper's claim. Have those third-party claims been formally asserted? Have they been settled, and if so, on what terms and for what amounts? Or do they remain pending and contingent? Northwind should not be permitted to claim $3,420,000 in cargo damages if those claims have not been actually paid or adjudicated.
4.  Alternative Causes. Explore whether the iron ore oxidation could have other causes unrelated to the BWTS malfunction. Iron ore is susceptible to oxidation from multiple sources, including pre-existing moisture content in the cargo as loaded, inadequate hold ventilation, improper stowage, or exposure to moisture during the loading process itself. If any of these factors — particularly those attributable to the charterer's loading practices — contributed to the oxidation, then the causal link between the BWTS malfunction and the cargo damage is broken or attenuated.
V. MITIGATION OF DAMAGES
A. Northwind's Duty to Mitigate
Under well-established New York law, a party claiming breach of contract has a duty to take reasonable steps to mitigate its damages. Damages that could have been avoided through the exercise of reasonable commercial effort are not recoverable. This principle applies with full force in the maritime chartering context, where sophisticated commercial parties are expected to act promptly and diligently to minimize losses arising from off-hire events or other disruptions.
Northwind is a major maritime chartering company with annual revenues of approximately $1.2 billion and a substantial fleet of vessels. As such, it had the commercial capacity, market knowledge, and operational resources to mitigate its damages far more effectively than its claimed losses would suggest. For each incident, we must explore what steps Northwind took — or failed to take — to minimize its losses.
B. Incident 1 — Turbocharger Failure (March 12–April 2, 2022; 22 Days Off-Hire)
1.  Substitute Tonnage. Was substitute tonnage arranged following the turbocharger failure? If so, how quickly was it arranged, and at what cost? Northwind claims 72 days of substitute charter at $21,300 per day — for which incident or incidents was this substitute charter obtained? If the substitute charter was arranged to cover all three off-hire periods, then the allocation of substitute charter costs among the incidents must be established.
2.  Speed and Cost of Arrangement. Could substitute tonnage have been arranged more quickly or at a lower daily rate? Was Northwind's chartering desk actively seeking competitive bids from multiple vessel owners, or was the substitute charter arranged on an emergency basis with a single provider? If the latter, Northwind may have failed to exercise reasonable commercial effort to minimize substitute charter costs.
3.  Lindgren's Personal Involvement. Was Lindgren personally involved in sourcing substitute tonnage, or was this handled by Northwind's chartering department? If Lindgren was not personally involved, who made the decisions regarding substitute tonnage, and did Lindgren review or approve those decisions?
C. Incident 3 — Cylinder Liner Failure (November 15–December 10, 2022; 25 Days Off-Hire)
1.  Drydocking at Keppel Verolme Shipyard. The same line of questioning regarding mitigation should be pursued with respect to Incident 3, which resulted in drydocking at Keppel Verolme Shipyard in Rotterdam, the Netherlands. Were alternatives to the Keppel Verolme drydocking explored? Could the repairs have been conducted at a different shipyard, or using a different repair methodology, that would have resulted in a shorter off-hire period?
2.  Cooperation with TSL. Did Northwind cooperate with TSL's efforts to expedite repairs during Incident 3? If TSL proposed repair solutions or alternative shipyard arrangements that would have reduced the off-hire period, did Northwind accept or reject those proposals? If Northwind rejected reasonable proposals by TSL, its failure to cooperate undermines its damages claim for the excess off-hire period.
3.  Alternatives to Minimize Off-Hire. Did Northwind explore any alternatives to minimize the off-hire period, such as arranging for temporary repairs that would have allowed the vessel to resume trading pending a scheduled drydocking? In the commercial shipping industry, temporary or voyage repairs are commonly employed to minimize off-hire periods, and a failure to consider such alternatives may constitute a failure to mitigate.
D. Demurrage and Dead Freight — Qingdao Laycan Miss ($1,230,000)
1.  Laycan Extension. Explore whether Northwind could have extended or renegotiated the Qingdao laycan window (October 1–5, 2022) once the delay from the alleged Maputo deviation became apparent. In commercial shipping, laycan extensions are routinely negotiated between counterparties when delays arise. If Northwind made no effort to extend the laycan — or if it made a half-hearted effort — then at least a portion of the $1,230,000 in demurrage and dead freight could have been avoided.
2.  Contact with Qingdao Counterparty. Did Lindgren or anyone at Northwind contact the Qingdao cargo receiver or counterparty to request a laycan extension? If so, when, and what was the response? If no such contact was made, elicit the admission that Northwind failed to take this obvious and reasonable mitigation step.
3.  Proof of Payment. Was the $1,230,000 in demurrage and dead freight actually paid by Northwind, or is it merely claimed? Demand documentation establishing that Northwind has actually incurred this expense. If the amount has not been paid, Northwind may be claiming damages that are merely contingent or speculative.
4.  Alternative Vessel. Could Northwind have used an alternative vessel from its broader fleet — or chartered-in tonnage from the spot market — to meet the Qingdao commitment? If Northwind had a substantial fleet of vessels in operation during October 2022, it may have had the ability to redirect another vessel to satisfy the Qingdao cargo commitment, thereby avoiding the laycan miss and the associated demurrage and dead freight.
E. General Mitigation Failures
1.  Commercial Capacity. Northwind's annual revenue of approximately $1.2 billion indicates that it is one of the larger commercial chartering operations in the industry. A company of this size and sophistication has the commercial capacity to absorb temporary disruptions without incurring losses of the magnitude claimed. Explore the breadth of Northwind's fleet operations — how many vessels were under charter, what cargo commitments were outstanding, and what flexibility existed to reallocate tonnage among commitments.
2.  Consequential Losses. Probe whether Northwind's claimed damages include consequential losses that could have been avoided with reasonable commercial effort. In particular, the third-party shipper claims ($5,634,400) and the demurrage and dead freight ($1,230,000) may represent consequential losses that Northwind could have mitigated through timely communication with its counterparties, reallocation of cargo to alternative vessels, or other reasonable commercial steps.
VI. THE EASTBOURNE BULK CARRIERS SUB-CHARTER
A. Terms of the Sub-Charter
The Eastbourne Bulk Carriers sub-charter is a critical element of the damages analysis. The following facts must be established through Lindgren's testimony:
1.  Existence and Terms. Confirm that Northwind sub-chartered the M/V Aegean Fortuna to Eastbourne Bulk Carriers Ltd., a United Kingdom company, at a daily rate of $17,200. Identify when the sub-charter was executed and the period covered by the sub-charter. Establish whether the sub-charter was for the full remaining term of the head charter or for a shorter period.
2.  Profit Margin. Confirm that the sub-charter daily rate of $17,200 exceeded the head charter rate of $14,750 by $2,450 per day. This $2,450 per day represented Northwind's profit margin on the sub-charter arrangement. Northwind's actual lost profit from the 68 total off-hire days was therefore ($17,200 minus $14,750) multiplied by 68 off-hire days, which equals $166,600. This is a far more modest figure than the damages Northwind has claimed and underscores the extent to which Northwind's damages have been inflated.
3.  discovery Dispute. Note for the record that a discovery dispute letter dated April 5, 2024, from Carlos Espinoza to Jason Trumbull at Hargrove, Delacroix & Stern, addressed Northwind's deficient production of sub-charter documents. Northwind has failed to produce the complete sub-charter agreement, any amendments thereto, and related financial documents showing the sub-charter revenue actually received by Northwind. Lindgren should be pressed on why these documents were not produced timely and fully. If Northwind is withholding sub-charter documents that would reveal the true extent of its losses (or lack thereof), this is a significant issue that should be raised with the Court if the deficiency is not cured.
B. Eastbourne's Role in Damages
1.  Eastbourne Claims Against Northwind. Explore whether Eastbourne Bulk Carriers made any claims against Northwind arising from the off-hire periods. If the M/V Aegean Fortuna was off-hire under the head charter, Eastbourne would have experienced corresponding disruptions to its cargo commitments. Did Eastbourne assert claims for damages, demurrage, dead freight, or other losses? If so, are those claims subsumed in Northwind's claimed damages, or are they separate and independent? If they are subsumed, then at least a portion of Northwind's claimed damages is attributable to Eastbourne's losses rather than Northwind's own losses.
2.  Third-Party Shipper Claims. Determine whether any of the "third-party shipper claims" totaling $5,634,400 originated from Eastbourne or from Eastbourne's cargo interests. If Eastbourne was the sub-charterer operating the vessel, some or all of the cargo claims may have arisen from Eastbourne's operations rather than Northwind's. In that case, the claims may not be properly attributable to TSL's alleged breaches of the head charter.
3.  Potential Double-Counting. Explore potential double-counting in Northwind's damages claim. If Northwind is claiming both substitute charter costs ($471,600) and lost sub-charter profit ($166,600), there may be overlap between these categories. A charterer cannot recover both the cost of substituting tonnage and the profit it would have earned on the sub-charter during the same period — these are alternative measures of the same loss. Press Lindgren on whether the substitute charter at $21,300 per day was arranged by Northwind for Eastbourne's benefit (to satisfy Eastbourne's cargo commitments) or for Northwind's own cargo operations. The answer to this question will clarify the relationship between the substitute charter costs and the lost sub-charter profit.
C. Sub-Charter Disclosure and Transparency
1.  Obligation to Disclose. Was Northwind obligated to disclose the sub-charter to TSL under the terms of the charter-party? Many charter-parties contain provisions requiring the charterer to notify the owner before sub-chartering the vessel. If such a provision exists, did Northwind comply with it?
2.  Lindgren's Approval. Did Lindgren personally approve the sub-charter arrangement with Eastbourne? If so, what factors did he consider in deciding to sub-charter at $17,200 per day? If the sub-charter arrangement was approved without Lindgren's direct involvement, who at Northwind approved it?
3.  Eastbourne's Insurance. Obtain Lindgren's understanding of Eastbourne's operations and whether Eastbourne had its own insurance coverage that would respond to cargo claims arising from the off-hire periods. If Eastbourne maintained Protection & Indemnity ("P&I") coverage or cargo liability insurance, then some or all of the third-party shipper claims may be covered by Eastbourne's insurers rather than falling on Northwind. This is relevant to the question of whether Northwind has actually incurred the losses it claims.
VII. THE MAPUTO DEVIATION (SEPTEMBER 2022)
A. Factual Background
Northwind alleges that TSL directed the M/V Aegean Fortuna to deviate from its planned Durban-to-Qingdao voyage to load TSL's own cargo at Maputo, Mozambique, in September 2022, adding approximately four days to the voyage. Northwind contends that this deviation caused the vessel to miss the Qingdao laycan window of October 1–5, 2022, resulting in $1,230,000 in demurrage and dead freight charges.
TSL's position is that the Maputo call was not an unauthorized deviation. Rather, it was necessitated by weather and routing conditions in the Mozambique Channel at the time and fell within the Master's reasonable discretion over voyage routing. The charter-party does not prescribe specific routes, and Maputo is not an excluded port under Clause 5.
B. Lindgren's Knowledge of the Circumstances
1.  Timing of Knowledge. When did Lindgren first learn of the Maputo call? Was he informed before the vessel arrived at Maputo, while the vessel was at Maputo, or only after the vessel departed Maputo? From whom did he receive this information — Northwind's operations desk, Northwind's port agents, or the Master of the M/V Aegean Fortuna?
2.  Communications with the Master. Did Lindgren or anyone at Northwind communicate with Captain Nikolaos Giannopoulos (Master of the M/V Aegean Fortuna) about the Maputo routing decision before or during the deviation? If so, what was the substance of those communications? Did Northwind direct the Master to proceed directly to Qingdao without calling at Maputo, or did Northwind acquiesce in the Maputo call?
3.  Weather Conditions. Was Lindgren aware of weather conditions in the Mozambique Channel in September 2022 that may have warranted routing adjustments? The Mozambique Channel is known for unpredictable weather patterns, including tropical cyclones and severe swells, that can affect vessel routing decisions. If Lindgren was unaware of the weather conditions, establish that he had no direct knowledge of the sea conditions that informed the Master's routing decision and relied entirely on secondhand reports.
4.  Absence of Direct Knowledge. Press for the admission that Lindgren had no direct knowledge of the sea conditions, navigational hazards, or other factors that informed the Master's decision to call at Maputo. His characterization of the Maputo call as an "unauthorized deviation" is based entirely on secondhand information and post hoc analysis, not on any contemporaneous assessment of the conditions on the ground.
C. Consent or Acquiescence
1.  Advance Notice. Explore whether Northwind's operations team was informed of the Maputo call in advance and failed to object in real time. If Northwind received notice of the Maputo call — whether from the Master, from TSL, or from Northwind's own port agents — and did not contemporaneously protest, this establishes implied consent or waiver. A sophisticated charterer that receives notice of a routing change and fails to object cannot later characterize that routing change as an unauthorized deviation for purposes of claiming damages.
2.  Written Objection. Identify any written communication from Northwind to TSL or to the Master objecting to the Maputo call at the time it occurred. If no such communication exists — and we have not identified any such document in the production — elicit that admission. The absence of a contemporaneous written objection is powerful evidence that Northwind acquiesced in the Maputo call.
3.  First Written Objection. Establish the timeline of Northwind's objection to the Maputo deviation. When was the first written objection raised by Northwind regarding the Maputo call? If the first written objection was raised weeks or months after the event — particularly in the context of Northwind's overall claim strategy — this supports the inference that the objection was manufactured for litigation purposes rather than reflecting a genuine contemporaneous concern.
D. Characterization of the Deviation
1.  Clause 5 Permits Maputo. Challenge Lindgren's characterization of the Maputo call as a "deviation." Under Clause 5 of the charter-party, the vessel is permitted worldwide trading, subject only to the specific exclusions for OFAC-sanctioned ports, London Joint War Committee listed areas, and ice-bound waters north of 68°N. Maputo, Mozambique is not an excluded port. The call at Maputo was therefore within the trading limits prescribed by the charter-party.
2.  No Express Route Obligation. Probe whether the charter-party contains any express route obligation for the Durban-to-Qingdao voyage. If the charter-party does not dictate specific voyage routes — and we do not believe it does — then Northwind cannot characterize a routing decision made by the Master as a contractual breach.
3.  Master's Traditional Authority. Press Lindgren to acknowledge that the Master of a vessel has traditional authority to make routing decisions for safety, efficiency, and good seamanship. This authority is recognized in maritime law and is generally not circumscribed by the terms of a time charter-party unless the charter-party contains express provisions restricting the Master's discretion. If the charter-party does not contain such provisions, then the Master's decision to call at Maputo was within the scope of his authority.
4.  De Minimis Delay. Establish that four days is a de minimis delay in the context of a 36-month charter. The total charter period was approximately 1,096 days. A four-day routing adjustment represents 0.36% of the total charter period — a trivial amount by any commercial standard. Lindgren should be pressed to acknowledge that in a charter of this duration, minor routing adjustments and delays are routine and foreseeable.
VIII. WITHHELD HIRE — TSL COUNTERCLAIM ($1,620,000)
A. Decision to Withhold Hire
1.  Confirmation of Withholding. Confirm that Northwind withheld $1,620,000 in hire for the period October 1 through December 31, 2022. This represents 110 days of hire at $14,750 per day (110 × $14,750 = $1,622,500; the $1,620,000 figure may reflect a rounding adjustment or a pro-rata calculation for partial days).
2.  Decision-Maker. Who at Northwind made the decision to withhold hire? Was it Lindgren personally? Was it Sandra Chow, the Chief Financial Officer, who controlled Northwind's financial operations and hire payment processes? Was it Richard Hartnett, General Counsel, who would have assessed the legal basis for withholding? Or was it a collective decision made by some combination of these individuals? Identifying the decision-maker is critical to establishing responsibility for what TSL contends was an unjustified and disproportionate withholding.
3.  Internal Justification. What was the internal justification for withholding hire? Did Northwind rely on Clause 11 off-hire rights, equitable setoff, or both? If Northwind relied on Clause 11, which specific provisions of that clause did it invoke? If it relied on equitable setoff, what was the legal basis for asserting a right of setoff that exceeded the actual off-hire entitlement?
4.  Mismatch Between Off-Hire and Withheld Hire. Note that only 25 of the 110 days during the October 1–December 31, 2022 withholding period were actual off-hire days under any reasonable interpretation of Clause 11. Those 25 days correspond to Incident 3, the cylinder liner failure from November 15 through December 10, 2022. The remaining 85 days of withheld hire were not covered by any off-hire provision. This means that Northwind withheld approximately $1,253,750 in hire (85 days × $14,750) to which TSL was indisputably entitled. Lindgren must be pressed to acknowledge this mismatch.
B. Legal Basis for Withholding
1.  Legal Advice. Press Lindgren on whether Northwind obtained legal advice before withholding hire. If so, from whom — Richard Hartnett in-house, Hargrove Delacroix & Stern, or another advisor? If Northwind withheld $1,620,000 in hire without obtaining legal advice, this reflects a reckless disregard for its contractual obligations. If it did obtain legal advice, the substance of that advice may be privileged, but the fact that advice was sought and the identity of the advisor are not.
2.  Proportionality. Explore whether Northwind's withholding was proportionate to any actual off-hire entitlement. Even if Northwind had legitimate grounds to withhold hire for the 25 off-hire days (Incident 3), the amount it was entitled to withhold was $368,750 (25 × $14,750) — not $1,620,000. The excess withholding of approximately $1,251,250 had no legitimate basis and constitutes a material breach of the charter-party.
3.  Breach by Northwind. Establish that withholding hire in excess of legitimate off-hire entitlements constitutes a breach of the charter-party by Northwind. Under the NYPE 2015 form, the charterer's obligation to pay hire is a fundamental term of the agreement, and unjustified withholding of hire is treated as a serious breach — potentially entitling the owner to withdraw the vessel.
4.  Admissions on Unjustified Withholding. The $1,620,000 counterclaim is well-founded. Press Lindgren for admissions that Northwind's withholding was at least partially unjustified. Even if he maintains that some portion of the withholding was legitimate (corresponding to the 25 off-hire days), he must acknowledge that the withholding of hire for the remaining 85 days was not supported by the charter-party terms.
IX. DAMAGES CALCULATIONS — PROBING SPECIFIC CATEGORIES
A. Substitute Charter Costs ($471,600)
1.  Confirmation of Terms. Confirm that the substitute charter was arranged at a daily rate of $21,300 for a period of 72 days. The total claimed substitute charter cost is therefore 72 × $21,300 = $1,533,600. Note: the outline amount of $471,600 may reflect a net figure after certain offsets or may represent only the incremental cost above the head charter rate (72 × ($21,300 − $14,750) = $471,600). Clarify during the deposition which figure Northwind is claiming and on what basis.
2.  Identity of Substitute Vessel. Who was the substitute charterer or owner? What vessel was substituted for the M/V Aegean Fortuna? What were the characteristics of the substitute vessel — its size, age, cargo capacity, and trading suitability? If the substitute vessel was of a different class or specification than the M/V Aegean Fortuna, the comparison of daily rates may not be apples-to-apples.
3.  Competitive Bidding. Were competitive bids obtained for the substitute charter, or was it arranged on an urgent basis with a single provider at an inflated rate? If Northwind did not solicit competitive bids, this represents a failure to mitigate. A sophisticated charterer with market knowledge and broker relationships should have been able to obtain multiple quotations and negotiate a more competitive rate.
4.  Reasonable Advance Planning. Establish that with reasonable advance planning — given that some mechanical issues were foreseeable for any vessel, even a relatively young one — Northwind could have arranged substitute tonnage at a more competitive rate. The M/V Aegean Fortuna was built in 2016 by Dalian Prosperity Shipyard Co., Ltd., making it only approximately six years old at the time of the off-hire incidents. While the vessel was relatively young, mechanical issues are never entirely unforeseeable, and a prudent charterer would maintain contingency plans for substitute tonnage.
5.  Justification for Premium Rate. Question whether the premium substitute rate of $21,300 per day — a 44% premium over the head charter rate of $14,750 — was justified by market conditions at the time, or whether it reflects a failure to exercise commercial diligence in sourcing substitute tonnage.
B. Third-Party Shipper Claims ($5,634,400)
1.  Identification of Claims. Three separate cargo claims from third-party shippers are alleged. Identify each claimant, the specific cargo involved, the voyage on which the cargo was carried, the nature of the alleged damage, and the quantum of each claim. Without this level of specificity, the $5,634,400 figure is nothing more than an unsubstantiated aggregate.
2.  Justice Chen's Ruling. TSL's defense with respect to these claims includes the argument that third-party cargo claims are not properly recoverable as charter-party damages between Owner and Charterer. Count III of Northwind's complaint was narrowed by Justice Chen's ruling on March 8, 2024. Establish through Lindgren's testimony the scope and impact of that ruling on Northwind's ability to recover these claims.
3.  Payment or Settlement. Press Lindgren on whether these claims have actually been paid or settled by Northwind, or whether they are merely contingent or threatened. If the claims have not been paid, Northwind has not yet incurred the loss it claims and may never incur it. If the claims have been settled, obtain the settlement amounts and terms to determine whether they are less than the $5,634,400 claimed.
4.  Inter-Club Agreement. Explore the application of the Inter-Club Agreement, which is the standard industry mechanism for apportioning cargo claims as between owner and charterer. Under the Inter-Club Agreement, cargo claims are apportioned according to a formula that considers the cause of the damage and the responsibilities of each party. Northwind cannot simply pass through 100% of cargo claims to TSL as charter-party damages without regard to the Inter-Club Agreement apportionment.
C. Legal Fees and Expert Costs ($999,000)
1.  Claimed Amount. Northwind claims $999,000 in legal fees and expert costs as an element of its damages. This is an unusual and potentially improper claim element.
2.  American Rule. Under the American Rule, which is the default under New York law, each party bears its own litigation costs and attorney's fees unless a statute, court rule, or contractual provision provides otherwise. Does the charter-party contain a fee-shifting provision that would entitle the prevailing party to recover its legal fees? If not — and we do not believe that it does — then Northwind's claim for $999,000 in legal fees and expert costs is legally baseless.
3.  Lindgren's Understanding. Press Lindgren on whether he understands that legal fees are typically not recoverable as contract damages under New York law. If he does not understand this, it suggests that Northwind's damages claim was prepared without adequate legal review. If he does understand it but included the claim anyway, it suggests an inflated or bad-faith damages posture.
D. Additional Port Costs and Bunker Surcharges ($875,400)
1.  Identification and Documentation. Request that Lindgren identify the specific additional port costs and bunker surcharges that Northwind claims to have incurred. What ports are involved? What are the specific charges? Are they supported by invoices, receipts, or other contemporaneous documentation?
2.  Actual Payment. Were these costs actually paid by Northwind, or are they estimates or projections? If they are estimates, Northwind has not established that it has incurred actual damages.
3.  Mitigation. Could any of these costs have been avoided through reasonable mitigation? For example, if additional bunker surcharges were incurred because Northwind failed to reroute its vessel or adjust its bunkering schedule in response to the off-hire events, those surcharges may be the product of Northwind's own choices rather than TSL's alleged breaches.
X. INTERNAL COMMUNICATIONS AND DOCUMENT PRESERVATION
A. Key Documents to Use as Exhibits
The following documents should be marked and used as exhibits during the deposition. The final list of exhibits will be coordinated with Doug Carmichael in advance of the deposition:
1.  Charter-Party. The charter-party for the M/V Aegean Fortuna (Reference No. NW-TSL-CP-2020-1203), dated December 3, 2020, including all amendments, addenda, and riders. This is the foundational document for the entire case and should be the first exhibit marked.
2.  Maputo Deviation Emails. Northwind internal emails regarding the Maputo deviation, as identified from Northwind's document production. These emails should be reviewed to determine whether Northwind received advance notice of the Maputo call, whether any objection was raised in real time, and when the first written objection was communicated.
3.  Hire Withholding Emails. Northwind internal emails regarding the decision to withhold hire for the October 1–December 31, 2022 period, as identified from Northwind's document production. These emails should establish the decision-making process, the individuals involved, and the internal justification for the withholding.
4.  Eastbourne Sub-Charter Agreement. The sub-charter agreement between Northwind and Eastbourne Bulk Carriers Ltd., if produced. Note the outstanding discovery dispute regarding Northwind's deficient production of sub-charter documents (Carlos Espinoza letter to Jason Trumbull dated April 5, 2024). If the sub-charter agreement has not been produced, Lindgren should be questioned about its existence, terms, and the reasons for non-production.
5.  Damage Calculation Spreadsheets. Northwind's internal damage calculation spreadsheets, as produced from the files of Sandra Chow (CFO). These spreadsheets should be used to probe the basis and methodology of each damages category and to identify any inconsistencies, unsupported assumptions, or duplicative entries.
6.  Ballast Water Communications. Communications between Northwind's port agents and the M/V Aegean Fortuna regarding ballast water operations at the prior port (before Richards Bay). These documents are critical to establishing charterer causation for the BWTS malfunction.
7.  LD Cap Memoranda. Any Northwind internal memoranda, board presentations, or email correspondence in which Northwind personnel discussed the interpretation of the liquidated damages cap in Clause 28.
8.  Weather Reports. Weather reports for the Mozambique Channel, September 2022, to support TSL's position that the Maputo call was warranted by weather and routing conditions.
B. Impeachment Materials
1.  Verified Complaint. Review Lindgren's verification of the complaint in detail. Identify any statements in the verified complaint that can be contradicted by documents produced in discovery or by testimony from other witnesses. If Lindgren verified factual allegations that are demonstrably false or misleading, his credibility at trial will be significantly compromised.
2.  Cross-Reference with Sandra Chow Deposition. Sandra Chow's deposition is scheduled for June 14, 2024. Identify topics during the Lindgren deposition where there is a risk of inconsistency between Lindgren's testimony and Chow's anticipated testimony — particularly on damages calculations, the decision to withhold hire, the Eastbourne sub-charter arrangement, and the internal justification for the Maputo deviation objection. Preserve these topics for potential impeachment use at both depositions and at trial.
XI. CLOSING TOPICS
A. Settlement Discussions (if Admissible/Discoverable)
Exercise caution in this area. Settlement discussions and mediation-related communications are generally privileged and inadmissible under both New York law (CPLR § 4547) and the Federal Rules of Evidence (Rule 408). Do not inquire about specific settlement offers, positions taken during mediation, or statements made in the course of mediation or other structured settlement processes.
However, it may be permissible to probe whether Northwind made any prior demands or initiated any resolution discussions outside formal mediation — for example, pre-litigation demand letters, informal overtures through brokers, or commercial discussions regarding a negotiated resolution. If opposing counsel objects, do not press the point, but note it on the record for potential follow-up briefing.
B. Lindgren's Understanding of Case Posture
1.  Dismissed and Narrowed Claims. Confirm Lindgren's awareness that Count V (unjust enrichment) was dismissed in its entirety by Justice Chen and that Count III (third-party shipper claims) was narrowed by Justice Chen's ruling dated March 8, 2024. These rulings have materially reduced the scope of Northwind's recoverable claims, and Lin

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MEMORANDUM

I. PURPOSE AND STRATEGIC OBJECTIVES

V. MITIGATION OF DAMAGES

VI. THE EASTBOURNE BULK CARRIERS SUB-CHARTER

VII. THE MAPUTO DEVIATION (SEPTEMBER 2022)

X. INTERNAL COMMUNICATIONS AND DOCUMENT PRESERVATION

XI. CLOSING TOPICS

Record

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Dates

Amounts