PRIVILEGED AND CONFIDENTIAL ATTORNEY WORK PRODUCT — ATTORNEY-CLIENT COMMUNICATION
CALDERWOOD & HARKNESS LLP ONE LIBERTY PLAZA, 50TH FLOOR NEW YORK, NEW YORK 10006
MEMORANDUM
FROM: Carlos Espinoza, Senior Associate, Calderwood & Harkness LLP
TO: Douglas Carmichael, Responsible Partner Francesca Morano, Billing Partner Hannah Brinkley, Associate
DATE: May 3, 2024
RE: Deposition Preparation — Capt. Nikolaos Giannopoulos, Master, M/V Aegean Fortuna 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 (Part 49, Hon. Lorraine K. Chen, J.S.C.)
C&H MATTER NO.: 1044-00006
DEPOSITION DATE: May 10, 2024
DEPOSITION LOCATION: Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, NY 10006
EXAMINING COUNSEL (ANTICIPATED): Margaret Delacroix, Lead Partner, and Jason Trumbull, Senior Associate, Hargrove, Delacroix & Stern LLP, 600 Lexington Avenue, 28th Floor, New York, NY 10022
DEFENDING COUNSEL: Douglas Carmichael and Carlos Espinoza
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I. PURPOSE OF THIS MEMORANDUM
The purpose of this memorandum is to set forth a comprehensive preparation framework for the deposition of Captain Nikolaos Giannopoulos, Master of the M/V Aegean Fortuna, which is currently scheduled to proceed on May 10, 2024, at our offices. This memorandum is intended exclusively for the use of the Calderwood & Harkness litigation team in guiding the two-day preparation session with the witness on May 7–8, 2024, and in defending the deposition itself.
Captain Giannopoulos served as Master of the M/V Aegean Fortuna (IMO No. 9847231), a Liberian-flag Supramax dry bulk carrier with a deadweight tonnage of 58,200 DWT, built in 2016 by Dalian Prosperity Shipyard Co. He held the position of Master throughout the entirety of the relevant charter period and is, accordingly, one of the most important fact witnesses in this litigation. His testimony is expected to be central to the resolution of three core disputes between the parties: (1) the circumstances and decision-making underlying the September 2022 Maputo deviation; (2) the Master's exercise of navigational and operational discretion during the charter period, including under the terms of the NYPE 2015 form charter-party; and (3) vessel maintenance and seaworthiness during the 36-month time charter-party (NYPE 2015 form, Ref. No. NW-TSL-CP-2020-1203, executed December 3, 2020, with commencement on January 15, 2021, and expiration on January 14, 2024, at a daily hire rate of $14,750 per day).
This memorandum has been prepared following and incorporating insights drawn from the April 22, 2024 deposition of Alexandros Stavridis, Chairman and Chief Executive Officer of Thalassa Shipping & Logistics SA ("TSL"). As discussed in greater detail in Section IV.C below, several of Mr. Stavridis's answers bear directly on topics that Captain Giannopoulos will be questioned about, and consistency between their testimony is of paramount importance to our defense.
It is anticipated that Northwind's examining counsel—principally Margaret Delacroix and Jason Trumbull of Hargrove, Delacroix & Stern LLP—will use Captain Giannopoulos's testimony to advance two central theories. First, plaintiff's counsel will seek to establish that TSL directed the Maputo deviation for its own commercial benefit, rather than it being a bona fide exercise of the Master's navigational discretion driven by weather and routing conditions. Second, plaintiff's counsel will attempt to establish that the three mechanical failures during the charter period were attributable to the owner's systemic negligence in maintaining the vessel, rather than to latent defects (in the case of the turbocharger failure) or charterer-caused conditions (in the case of the BWTS malfunction and auxiliary boiler failure). Our preparation of Captain Giannopoulos must equip him to provide truthful, measured, and well-organized testimony that supports TSL's defenses on both fronts while avoiding pitfalls that could undermine our positions.
II. BACKGROUND ON THE WITNESS
Full Name: Captain Nikolaos Giannopoulos
Employer: Thalassa Shipping & Logistics SA ("TSL") / Aegean Fortuna Shipholding Ltd. ("AFSL"). AFSL is a wholly owned subsidiary of TSL, incorporated in Liberia under Registration No. LR-C-20167845. AFSL is the registered owner of the M/V Aegean Fortuna.
Position: Master of the M/V Aegean Fortuna.
Tenure as Master on M/V *Aegean Fortuna*: Captain Giannopoulos was appointed as Master of the vessel prior to the commencement of the charter-party and served in that capacity throughout the charter period from January 15, 2021 through at least December 2022, encompassing the entirety of the period during which the events at issue in this litigation occurred. We should confirm during our preparation session whether he continued as Master through the expiration of the charter on January 14, 2024, or whether a relief master was appointed at any point.
Qualifications: Captain Giannopoulos is a Greek national who holds a Master Mariner certificate issued by the Hellenic Republic, Ministry of Shipping and Island Policy. He has extensive experience in dry bulk operations, having served aboard bulk carriers in various capacities throughout his career. During our preparation session, we should elicit additional details regarding his total years of sea service, the number of vessels on which he has served as Master, his familiarity with the Supramax class, and any specialized training he has received that is relevant to the issues in this case (e.g., weather routing, ballast water management, engine room management oversight).
Reporting Lines: Captain Giannopoulos reports operationally to TSL's fleet management department at the company's headquarters at 42 Akti Miaouli, Piraeus 185 38, Greece. The fleet management department is headed by Captain Stavros Papadopoulos (Fleet Manager), and day-to-day communications were typically routed through the fleet operations desk in Piraeus. On significant operational matters, Captain Giannopoulos also reported to—or communicated with—Alexandros Stavridis directly. The nature and extent of his communications with Stavridis are likely to be a subject of inquiry at the deposition, particularly with respect to the Maputo deviation.
Relevant Communications: Captain Giannopoulos maintained direct communications with TSL headquarters regarding the Maputo call, each of the three mechanical incidents, and vessel maintenance matters generally. He also communicated regularly with Chief Engineer Petros Vlahos regarding engine and equipment performance, deficiencies, and failures. The communications between the Master and TSL Piraeus were typically conducted via email (through the vessel's VSAT broadband connection), satellite telephone, and occasionally telex. During the preparation session, we must walk the witness through each of the relevant communications that have been produced in discovery and confirm his recollection of any communications that may not have been captured in the document production (e.g., oral satellite phone conversations for which no written record exists).
Prior Deposition Experience: We must confirm during the initial intake portion of the preparation session whether Captain Giannopoulos has previously been deposed, either in the United States or in any other jurisdiction. If this is his first deposition, we should allocate additional time during the preparation session to explain the procedural mechanics, the role of the court reporter, the function of objections, and the significance of the oath. If he has prior experience, we should focus the preparation more heavily on the substantive areas of anticipated inquiry.
III. KEY AREAS OF EXPECTED EXAMINATION
A. The September 2022 Maputo Deviation
1. Factual Background
The Maputo deviation is the factual centerpiece of Northwind's claims for consequential damages and is likely to occupy the largest portion of the deposition. The facts, as alleged in Northwind's Verified Complaint, are as follows:
In September 2022, the M/V Aegean Fortuna was engaged on a voyage from Durban, South Africa to Qingdao, China. According to Northwind, the vessel deviated from its agreed course to call at Maputo, Mozambique, where it loaded cargo belonging to TSL or an entity affiliated with TSL. Northwind alleges that this deviation was directed by TSL headquarters in Piraeus—and specifically by Alexandros Stavridis—for TSL's own commercial benefit, and that it did not serve any legitimate navigational or operational purpose.
The deviation to Maputo allegedly added approximately four days to the voyage duration. As a consequence, Northwind alleges that the vessel missed a cargo laycan window at Qingdao that had been fixed for October 1–5, 2022. The missed laycan resulted in the cancellation or re-negotiation of a sub-charter with Eastbourne Bulk Carriers Ltd. (or its end-charterer), giving rise to claimed demurrage and dead freight costs of approximately $1,230,000. This figure represents a significant component of Northwind's overall damage claim.
TSL's position, as set forth in its Verified Answer, is that the Maputo call was necessitated by weather and routing conditions prevailing in the Mozambique Channel at the time and was within the Master's proper exercise of navigational and operational discretion. TSL denies that the deviation was commercially motivated. TSL further contends that even if the Maputo call contributed to the delay, Northwind has failed to establish that the vessel would have arrived within the laycan window absent the deviation, given the prevailing weather conditions.
This is a critical area of testimony. Captain Giannopoulos's account of the Maputo decision-making process will either support or undermine TSL's defense. If plaintiff's counsel can establish through the Master's own testimony that the deviation was directed by TSL for commercial reasons, it will severely damage TSL's case on this issue and potentially support a finding of willful misconduct or breach of the charter-party employment clause.
2. Anticipated Questions from Plaintiff's Counsel
Based on the patterns observed during the Stavridis deposition and the general litigation posture adopted by Hargrove, Delacroix & Stern, we anticipate that plaintiff's counsel will pursue the following lines of questioning with respect to the Maputo deviation:
• Decision-making authority: Who made the decision to divert the vessel to Maputo? Was it Captain Giannopoulos's own independent decision, or was it directed by TSL headquarters in Piraeus? Was it directed by Alexandros Stavridis specifically? Was it directed by any other person at TSL?
• Weather and routing justification: What were the specific weather conditions and routing considerations that allegedly necessitated the Maputo call? Can the Captain identify specific meteorological data, sea state conditions, wind patterns, or current patterns that influenced his decision? Did he consult any weather routing advisories? From which service provider? What did those advisories specifically recommend?
• Knowledge of TSL cargo at Maputo: Was the Master aware, at the time the deviation decision was made, that TSL had its own cargo to be loaded at Maputo? If so, when did he first learn of the existence of TSL cargo at Maputo? How did he learn of it? Was he aware of the commercial terms of TSL's arrangement to ship that cargo?
• Instructions from TSL headquarters: Did the Master receive any instructions, directives, suggestions, or requests from TSL headquarters to call at Maputo? Were such communications oral or written? If written, when were they sent and by whom?
• Communications regarding the deviation: What communications occurred between the Master and TSL headquarters regarding the Maputo deviation? Plaintiff's counsel will likely walk the witness through each email, telex, and satellite phone log entry produced in discovery. Counsel may also attempt to elicit testimony regarding the content of oral communications for which no written record exists.
• Awareness of the Qingdao laycan: Was the Master aware of Northwind's cargo commitment at Qingdao and the specific laycan window of October 1–5, 2022? If so, when did he become aware of it? Did he factor the laycan window into his decision-making regarding the Maputo call?
• Consultation with Northwind: Did the Master consult with Northwind, Northwind's agents, or Northwind's operations team before diverting to Maputo? Was any notice given to Northwind of the planned deviation? If not, why not?
• Charter-party Clause 5 (Trade Limits): Counsel may explore whether the Maputo call was within the permitted trading range under Clause 5, which authorizes worldwide trading excluding OFAC-sanctioned ports, London Joint War Committee listed areas, and ice-bound waters north of 68°N. We note that Maputo falls squarely within the permitted range; the legal issue is deviation from the employment orders, not trade limit violations. Nevertheless, counsel may use questions about trade limits as a predicate for establishing the vessel's geographic movements and the deviation distance.
• Commercial motivation: Counsel will almost certainly press the witness on whether there was any commercial motivation for the Maputo call beyond weather and routing considerations. This is the key question, and the witness must be prepared for multiple approaches to this topic, including hypothetical questions, questions about what "would have happened" absent the TSL cargo at Maputo, and questions designed to test the credibility of the weather justification.
3. Preparation Points / Recommended Testimony Themes
In preparing Captain Giannopoulos for testimony on the Maputo deviation, we should focus on the following themes and principles:
a. The Master's Independent Discretion. The foundation of TSL's defense on the Maputo deviation is that the Master exercised his independent navigational and operational discretion. Under the NYPE 2015 form and under well-established principles of maritime law, the Master retains the ultimate authority and responsibility for decisions affecting the safety of the vessel, crew, and cargo. This includes routing decisions made in response to weather conditions, sea state, and other navigational hazards. Captain Giannopoulos should be prepared to articulate clearly and confidently that the decision to call at Maputo was his decision, made in the exercise of his professional judgment as Master, and that the decision was driven by his assessment of the weather and routing conditions prevailing in the Mozambique Channel at the time.
b. Specific Weather Conditions. The credibility of the weather-driven defense depends on the ability to point to specific, verifiable weather conditions that justified the Maputo call. During the preparation session, we must gather and review all available weather logs, routing advisories, and meteorological reports for the Mozambique Channel and surrounding waters during the relevant period in September 2022. Captain Giannopoulos must be able to testify to specific conditions—wind speed, wave height, current patterns, tropical weather systems, or other hazards—that informed his decision. Vague or generalized references to "bad weather" will not be sufficient and will be challenged aggressively by plaintiff's counsel.
c. Characterization of TSL Communications. If TSL headquarters communicated with the Master regarding Maputo—and the document production suggests that some communications did occur—the witness should frame any such communications as informational or advisory in nature. The Master may have received information from TSL about the availability of cargo at Maputo, or about the possibility of a call there, but the critical point is that any such information was one input among many in the Master's independent decision-making process. The communications should not be characterized as directives, instructions, or orders that overrode the Master's discretion.
d. The Master's Paramount Obligation. Throughout his testimony, the Captain should emphasize that his paramount obligation is the safety of the vessel, crew, and cargo. Weather routing decisions are made in service of that obligation. If weather conditions in the Mozambique Channel made it prudent to alter course and seek shelter or a safe port, the decision to do so was not only within the Master's discretion but was consistent with his professional duty.
e. Cross-Reference with Stavridis Deposition. This is a critical preparation point. We must review the relevant portions of the Stavridis deposition transcript (April 22, 2024) to ensure that Captain Giannopoulos's testimony is consistent with Stavridis's testimony on the question of who made the Maputo decision. If Stavridis testified that the decision was the Master's, Captain Giannopoulos must confirm that account. If Stavridis's testimony was ambiguous or potentially inconsistent on this point, we must be prepared to navigate the discrepancy carefully during the deposition and, if necessary, during the preparation session.
f. Witness Cautions. The Captain must be cautioned not to speculate about TSL headquarters' commercial motivations for having cargo available at Maputo. He should testify only to his own knowledge, observations, and decision-making process. He should not opine on whether TSL stood to profit from the Maputo call, whether TSL had arranged the cargo for its own benefit, or whether anyone at TSL headquarters had a commercial interest in the deviation. Those are matters outside his personal knowledge, and any speculation would be both improper and damaging.
4. Documents to Review with Witness
The following documents should be assembled and reviewed with Captain Giannopoulos during the preparation session in connection with the Maputo deviation:
• Voyage logs for the Durban-to-Qingdao leg, covering the entire period from departure from Durban through arrival (or expected arrival) at Qingdao, September through October 2022
• Deck log entries and weather observation entries for the same period, with particular attention to entries during the transit through the Mozambique Channel and the approach to Maputo
• All communications between the vessel and TSL Piraeus headquarters (emails, telexes, satellite phone records) from the period immediately preceding and during the Maputo call
• Any voyage orders or operational instructions issued by TSL for the Durban-to-Qingdao voyage
• Charter-party Clause 5 (Trade Limits) and any addenda or riders modifying the permitted trading range
• Weather routing advisories from any third-party meteorological service used by TSL or the vessel (e.g., StormGeo, DTN, WNI, or similar providers)
• Northwind's correspondence protesting the Maputo call, if any contemporaneous protests exist in the record
• Any cargo booking confirmations, loading documents, or bills of lading relating to cargo loaded at Maputo
• Northwind's verified complaint, paragraphs relating to the Maputo deviation
• Relevant excerpts of the Stavridis deposition transcript (April 22, 2024)
B. Vessel Maintenance and Seaworthiness During the Charter Period
1. Overview of Maintenance Obligations
The second major area of anticipated examination concerns the vessel's maintenance and seaworthiness during the charter period. The allocation of maintenance obligations between owner and charterer under the NYPE 2015 form is well established, and the applicable provisions of the charter-party are as follows:
Charter-party Clause 6 (Maintenance): Under Clause 6 of the charter-party, the Owner (TSL, through its subsidiary Aegean Fortuna Shipholding Ltd.) was obligated to maintain the vessel in a thoroughly efficient state of hull, machinery, and equipment throughout the charter period. This obligation includes compliance with all requirements of the vessel's classification society, the Global Maritime Classification Bureau ("GMCB"), and all applicable statutory and regulatory requirements. Clause 6 is an ongoing obligation that extends throughout the charter period and is not limited to the condition of the vessel at the time of delivery.
Charter-party Clause 2 (Delivery/Seaworthiness): Under Clause 2, the Owner warranted that the vessel was seaworthy at the time of delivery on January 15, 2021. This warranty encompasses the vessel's hull, machinery, equipment, and documentation. The seaworthiness warranty at delivery is distinct from the ongoing maintenance obligation under Clause 6, but the two provisions work in tandem to define the Owner's overall responsibility for the vessel's condition.
The Master's Role: Captain Giannopoulos, as Master, played a central role in the day-to-day maintenance of the vessel during the charter period. His responsibilities included overseeing the execution of the vessel's planned maintenance system ("PMS"), reviewing and approving maintenance and inspection reports prepared by the Chief Engineer and other officers, reporting deficiencies and equipment failures to TSL headquarters in Piraeus, and ensuring that the vessel was operated in compliance with GMCB classification requirements and applicable regulations. The Master worked closely with Chief Engineer Petros Vlahos on engineering and maintenance matters, and their communications—both with each other and with TSL headquarters—are central to the maintenance issues in this case.
Northwind's theory of the case on maintenance is that TSL systematically underinvested in the maintenance of the M/V Aegean Fortuna, resulting in a pattern of equipment failures that caused repeated off-hire periods and cargo damage. TSL's defense is that the vessel was well-maintained, that the turbocharger failure (Incident 1) was a latent defect for which the Owner exercised due diligence, that the BWTS malfunction (Incident 2) was caused by contaminated ballast attributable to the charterer's agents, and that the cylinder liner failure (Incident 3)—while conceded as a maintenance issue—was an isolated failure that does not evidence a broader pattern of neglect.
2. Incident 1 — Main Engine Turbocharger Failure (March 12 – April 2, 2022)
Factual Summary: On or about March 12, 2022, the M/V Aegean Fortuna suffered a main engine turbocharger failure while transiting the Indian Ocean en route from Paradip, India to Mombasa, Kenya. The failure disabled the main engine and required the vessel to divert to Colombo, Sri Lanka for emergency repairs. The vessel was off-hire for a total of 22 days, from March 12 through April 2, 2022. Repairs were conducted at Colombo by a certified turbocharger service provider, and the vessel was returned to service following successful sea trials.
TSL's Defense: TSL's position is that the turbocharger failure was a latent defect in the turbocharger unit—specifically, a manufacturing defect in the turbine blade assembly that was not detectable through the standard maintenance and inspection protocols prescribed by the turbocharger manufacturer and GMCB classification rules. TSL contends that the Owner exercised due diligence in maintaining and inspecting the turbocharger and that the failure does not constitute a breach of the Clause 6 maintenance obligation.
Anticipated Questions: Plaintiff's counsel is expected to probe Captain Giannopoulos on the following topics in connection with Incident 1:
• The Master's knowledge of any prior turbocharger issues, including any deficiency reports, alarms, performance degradation, or abnormal vibrations reported by Chief Engineer Vlahos or noted in the engine room logs prior to March 12, 2022
• The maintenance and inspection history for the turbocharger, including the frequency and scope of inspections, the date of last overhaul or service, and compliance with the turbocharger manufacturer's recommended maintenance schedule
• When Chief Engineer Vlahos first identified the turbocharger problem and what reports were made to TSL headquarters
• Whether there were any warning signs prior to the failure that, if acted upon, could have prevented the breakdown
• The decision-making process regarding the diversion to Colombo and whether alternatives were considered
• The duration of the repair and whether it could have been completed more expeditiously
• Any communications with TSL Piraeus regarding the turbocharger failure, including requests for authorization of repairs, spare parts procurement, and selection of the repair facility
Preparation Points: Captain Giannopoulos should testify that no pre-failure indicators were observed—either by himself, Chief Engineer Vlahos, or any other member of the engineering team—that would have alerted the crew to the impending turbocharger failure. The failure manifested suddenly and without warning, which is consistent with a latent defect in the turbine blade assembly. This account is supported by the post-failure metallurgical analysis conducted during the Colombo repair (if such a report exists in the record) and is consistent with the GMCB classification records, which reflect no outstanding recommendations or conditions of class relating to the turbocharger prior to the failure.
The witness should emphasize that the turbocharger was maintained in accordance with the manufacturer's recommended maintenance schedule and that all required inspections and condition monitoring were performed. The vessel's PMS records should corroborate this testimony. It is important that the Captain testify to these facts clearly and without hedging, while also acknowledging that he deferred to Chief Engineer Vlahos on the technical details of the turbocharger's condition and maintenance. The Chief Engineer is the more appropriate witness for granular technical questions about the turbocharger's maintenance history, and Captain Giannopoulos should indicate where appropriate that detailed engineering questions are better directed to the Chief Engineer.
Key Documents for Review:
• Engine room logs for the period preceding and during the turbocharger failure (February–April 2022)
• PMS records for the turbocharger (maintenance history, inspection dates, overhaul records)
• Chief Engineer's deficiency reports and condition reports relating to the turbocharger
• GMCB class survey records for the main engine and turbocharger
• Communications between the vessel and TSL Piraeus regarding the turbocharger breakdown and the diversion to Colombo
• Colombo repair yard records, including scope of work, findings, and any metallurgical or root cause analysis reports
• Turbocharger manufacturer's recommended maintenance schedule
3. Incident 2 — BWTS Malfunction and Auxiliary Boiler Failure (July 8 – July 29, 2022)
Factual Summary: On or about July 8, 2022, while the M/V Aegean Fortuna was loading cargo (iron ore) at Richards Bay, South Africa, the vessel's ballast water treatment system ("BWTS") malfunctioned, and the auxiliary boiler simultaneously or subsequently failed. The combined effect of these failures rendered the vessel unable to complete cargo operations and to depart the port in compliance with applicable ballast water management regulations. The vessel was off-hire for a total of 21 days, from July 8 through July 29, 2022.
In addition to the off-hire claim, Northwind asserts a separate claim for cargo damage arising from this incident. Specifically, Northwind alleges that the delay caused by the BWTS malfunction and boiler failure resulted in oxidation damage to the iron ore cargo, for which Northwind claims damages of $3,420,000. The cargo damage claim represents one of the largest individual components of Northwind's overall damages.
TSL's Defense: TSL's defense on Incident 2 is that the BWTS malfunction was caused by contaminated ballast water that was loaded at a prior port under the direction and control of Northwind's agents. TSL contends that the charterer bore responsibility for ballast operations at the prior port and that the introduction of contaminated ballast water into the BWTS caused the system to malfunction. TSL further contends that the auxiliary boiler failure was a secondary consequence of the BWTS malfunction—specifically, that the cascading failure of the BWTS placed abnormal demands on the auxiliary boiler, leading to its failure—and was not an independent maintenance deficiency.
Anticipated Questions: Plaintiff's counsel will likely focus on the following areas:
• The Master's observations regarding ballast water quality at the prior port where the allegedly contaminated ballast was loaded. Which port was it? What were the specific indicia of contamination? Did the Master or any crew member raise concerns about water quality at the time of loading?
• Whether the BWTS had functioned properly before the Richards Bay incident. What was the system's maintenance and performance history? Had there been any prior malfunctions, alarms, or deficiency reports?
• The chain of events leading to the BWTS malfunction. What was the sequence of failures? When did the crew first become aware of the problem? What corrective actions were attempted?
• Whether Northwind's agents directed ballast operations at the prior port. Who was responsible for selecting the ballast source? Did the Master have the authority to refuse to load ballast from that source?
• The auxiliary boiler failure: Was it related to the BWTS issue, or was it an independent failure? What is the basis for TSL's contention that the boiler failure was a secondary consequence of the BWTS malfunction?
• Cargo damage: What steps were taken to protect the cargo during the delay? Was the Master aware of the risk of oxidation to the iron ore cargo? Could the damage have been mitigated?
Preparation Points: Captain Giannopoulos should be prepared to testify clearly and credibly that the ballast operations at the prior port were under the direction of Northwind's agents, as is customary under a time charter where the charterer directs the commercial employment of the vessel. The Master should testify that he observed or became aware of unusual water quality—such as excessive sediment, discoloration, or other anomalies—at the time of ballast loading, but that the charterer's operations team directed the loading notwithstanding the Master's concerns. If the Master raised objections or concerns to Northwind's agents at the time, he should testify to that fact and to any written or oral communications memorializing his concerns. If the Master was not consulted regarding the ballast source, he should testify to that effect as well.
Regarding the auxiliary boiler failure, the witness should be prepared to explain, in general terms, the causal connection between the BWTS malfunction and the boiler failure, while acknowledging that the detailed engineering analysis is more appropriately within the province of Chief Engineer Vlahos. The essential point is that the boiler failure was not an independent maintenance deficiency but rather a downstream consequence of the BWTS contamination event.
With respect to cargo damage, the witness should testify that the crew took all reasonable steps to protect the cargo during the delay, including ventilation and monitoring of cargo hold conditions, consistent with the applicable cargo care requirements. The witness should not speculate about the quantum of cargo damage or the adequacy of Northwind's mitigation efforts.
Key Documents for Review:
• Ballast water management plan for the M/V Aegean Fortuna
• Ballast water exchange logs, including records of ballast loaded at the prior port
• Deck log entries for the prior port call and for Richards Bay
• Communications between the Master, Northwind's agents, and TSL Piraeus regarding ballast operations and the BWTS malfunction
• BWTS maintenance records and performance logs
• BWTS manufacturer's investigation report, if available
• Auxiliary boiler maintenance records and deficiency reports
• Cargo damage survey reports (iron ore oxidation)
• Off-hire notices relating to Incident 2
• Any protest letters or communications between the parties regarding responsibility for the BWTS malfunction
4. Incident 3 — Main Engine Cylinder Liner Failure (November 15 – December 10, 2022)
Factual Summary: On or about November 15, 2022, the M/V Aegean Fortuna suffered a main engine cylinder liner failure that required the vessel to proceed to drydock at Keppel Verolme Shipyard in Rotterdam, the Netherlands. The failure was of sufficient severity that seagoing repairs were not feasible, and drydocking was necessary to replace the damaged cylinder liner and conduct associated repairs. The vessel was off-hire for a total of 25 days, from November 15 through December 10, 2022.
TSL's Defense: This is the one incident on which TSL has conceded liability. TSL acknowledges that the cylinder liner failure was attributable to a maintenance shortcoming and does not contend that it was a latent defect or caused by the charterer. However, TSL disputes the quantum of damages claimed by Northwind in connection with this incident, including the duration of off-hire and the scope of consequential damages. TSL further contends that it acted promptly and reasonably in arranging the drydocking at Keppel Verolme Shipyard to minimize the vessel's downtime.
Anticipated Questions: Plaintiff's counsel will likely explore the following topics in connection with Incident 3:
• The prior maintenance history for the cylinder liners, including the dates of last replacement, inspection, and measurement
• Chief Engineer Vlahos's recommendations regarding cylinder liner condition and any reports to TSL headquarters recommending replacement or refurbishment
• Whether there were any prior warning signs—such as excessive wear measurements, lubricating oil analysis results, or performance degradation—that should have prompted earlier replacement
• Why the failure occurred when it did and whether it could have been prevented through timely maintenance
• The decision-making process regarding the drydocking at Keppel Verolme Shipyard, including whether other repair options were considered and rejected
Preparation Points: Because TSL has conceded liability on this incident, the witness must be carefully prepared to testify truthfully about the maintenance history without overreaching in denying maintenance shortcomings. The witness should not attempt to defend the indefensible or offer implausible explanations for the cylinder liner failure. Instead, the focus of the testimony should be on two key points:
First, the reasonableness of the overall maintenance program. The cylinder liner failure, while acknowledged as a maintenance issue, was an isolated failure within the context of a comprehensive and generally well-executed planned maintenance system. The vessel was built in 2016 and was relatively young during the charter period. The PMS was followed, GMCB classification requirements were met, and the vast majority of maintenance activities were performed on schedule.
Second, the promptness of the response. Once the cylinder liner failure occurred, TSL acted quickly to arrange drydocking at Keppel Verolme Shipyard in Rotterdam, a first-class repair facility. The drydocking was completed within 25 days, which is a reasonable timeframe for this type of repair. The witness should emphasize that TSL's response demonstrated a commitment to returning the vessel to service as quickly as possible and minimizing Northwind's losses.
Critical Caution: The witness must be firmly instructed not to volunteer information that could undermine TSL's position on Incidents 1 and 2. Plaintiff's counsel will likely attempt to use the concession on Incident 3 as a springboard for suggesting that the other two incidents were also attributable to maintenance negligence. The witness should not conflate the concession on Incident 3 with broader maintenance negligence. Each incident must be addressed on its own facts, and the witness should resist any attempt by examining counsel to draw connections between the cylinder liner failure and the turbocharger or BWTS incidents.
Key Documents for Review:
• Engine room logs for the period preceding and during the cylinder liner failure (October–December 2022)
• PMS records for the cylinder liners (maintenance history, wear measurements, inspection dates, replacement history)
• Chief Engineer's deficiency reports and condition reports relating to the cylinder liners
• GMCB class survey records for the main engine, including any recommendations or conditions of class relating to cylinder liners
• Drydock specifications and scope of work for the Keppel Verolme Shipyard repair
• Keppel Verolme repair records, including findings, work performed, and sea trial results
• Communications between the vessel and TSL Piraeus regarding the drydocking decision and logistics
• Lubricating oil analysis reports for the main engine (if available and relevant to cylinder liner condition monitoring)
5. Overall Maintenance Program
Beyond the three specific incidents, plaintiff's counsel is likely to ask Captain Giannopoulos a series of broader questions about the vessel's overall maintenance regime during the charter period. These questions are designed to establish the foundation for Northwind's theory that TSL's maintenance practices were systemically deficient and that the three incidents were not isolated failures but rather symptomatic of a broader pattern of neglect.
Anticipated Questions:
• What was the general maintenance regime on the vessel? How was maintenance planned and executed?
• How frequently were inspections conducted on major equipment, including the main engine, auxiliary systems, hull, and deck machinery?
• Was the vessel in compliance with GMCB classification requirements at all times during the charter period? Were there any outstanding conditions of class or recommendations that were not addressed?
• How were deficiencies reported and remediated? What was the reporting chain from the vessel to TSL headquarters?
• What was the Master's overall assessment of the vessel's condition during the charter period?
• What was the level of TSL's financial investment in vessel maintenance? Were any maintenance requests denied or deferred due to budget constraints?
Preparation Points: The witness should be prepared to present a positive, confident account of the vessel's maintenance program. The M/V Aegean Fortuna was built in 2016 and was, accordingly, a relatively modern vessel during the charter period (approximately five to seven years old). The vessel was maintained in compliance with GMCB classification requirements, and the planned maintenance system was followed. Deficiencies were promptly reported to TSL headquarters and addressed in a timely manner. The witness should not overstate the quality of the maintenance program—particularly given the concession on Incident 3—but should convey that the program was sound, professional, and consistent with industry standards for a vessel of this type and age.
The witness should avoid any testimony suggesting that maintenance was compromised by budget constraints, crew shortages, time pressure, or pressure from TSL management to defer or skip maintenance tasks. If any such pressures existed, this is a topic that must be explored carefully during the preparation session so that the witness is prepared to address it truthfully while minimizing damage.
C. Off-Hire Periods and Clause 11 (Off-Hire Provisions)
Northwind claims a total of 68 off-hire days across the three mechanical incidents, broken down as follows:
At the charter-party daily hire rate of $14,750 per day, the total off-hire deduction claimed by Northwind is $1,003,000 (68 days × $14,750/day). These deductions are made under Clause 11 of the charter-party, which provides for the suspension of hire during periods when the vessel is prevented from performing the charter service due to deficiency of men or stores, breakdown of machinery, drydocking, or other specified causes.
Anticipated Questions: Plaintiff's counsel may ask Captain Giannopoulos about his understanding of when the vessel went off-hire for each incident, when off-hire notices were given by Northwind, and when the vessel was returned to service and hire recommenced. Counsel may also explore whether the witness agrees with the off-hire durations claimed by Northwind or whether TSL disputes the specific start and end dates of any off-hire period.
Preparation Points: The witness should have a clear, detailed timeline for each incident, including the date of the initial failure, the date on which the vessel was rendered unable to perform the charter service, the date on which off-hire notice was given by Northwind (if the witness was aware of such notice), and the date on which the vessel was returned to service. The witness should refer to the deck logs and off-hire notices as the authoritative records and should not attempt to reconstruct dates from memory alone.
If TSL disputes any of the off-hire dates or durations claimed by Northwind, the witness should be prepared to testify to TSL's position, supported by the contemporaneous records. For example, if TSL contends that the vessel was returned to service earlier than Northwind acknowledges, the deck log and sea trial records will be the primary evidence.
D. Liquidated Damages Clause (Clause 28)
Northwind has claimed liquidated damages of $4,500,000 under Clause 28 of the charter-party. Clause 28 provides a formula for the calculation of liquidated damages based on the aggregate off-hire days during the charter period, subject to a cap. The specific formula provides for damages equal to 150% of the 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.
The key interpretive dispute between the parties concerns the scope of the cap. TSL's position is that the $4,500,000 cap applies once to the entire charter period, meaning that Northwind's total recovery under Clause 28 cannot exceed $4,500,000 regardless of the number of incidents. Northwind's position, by contrast, is that the cap applies per-incident (i.e., to each "single continuous period of breach"), which would permit a higher total recovery across the three incidents.
Anticipated Questions: Plaintiff's counsel may touch on Clause 28 during the deposition, but this is fundamentally a legal and contractual interpretation issue rather than a factual one for the Master. We do not expect extensive questioning on this topic, but the witness should be prepared for the possibility.
Preparation Points: If asked about Clause 28, Captain Giannopoulos should defer to the charter-party language and should not offer legal interpretations of the clause. He should state that he is not a lawyer and is not qualified to interpret the commercial and legal terms of the charter-party. He should testify only to his factual understanding of the timing and duration of the off-hire events, which is within his personal knowledge.
The witness should absolutely not opine on the meaning of "single continuous period of breach," the applicability of the cap, or the proper calculation of liquidated damages. These are matters for the lawyers and, ultimately, for the Court.
E. The Counterclaim — Withheld Hire ($1,620,000)
TSL has asserted a counterclaim against Northwind for withheld hire totaling approximately $1,620,000. The factual basis for the counterclaim is as follows: During the period from approximately October 1 through December 31, 2022—a span of 92 calendar days—Northwind withheld hire payments. Using the daily hire rate of $14,750 and accounting for the number of days Northwind contends were subject to off-hire or setoff, the total withheld amount as pleaded in TSL's counterclaim is approximately $1,622,500, which is rounded to $1,620,000 in TSL's Verified Answer and Counterclaim. The withheld amount corresponds to approximately 110 days of hire at the daily rate.
Northwind's position is that the withholding was proper under Clause 11 (off-hire) and principles of equitable setoff, on the ground that it was entitled to deduct amounts owed for off-hire, damages, and other claims arising from the charter period. TSL's position is that the withholding was improper and excessive, as the actual off-hire days during the October–December 2022 period amounted to only 25 days (the Incident 3 cylinder liner failure, November 15 – December 10, 2022), and the remaining days during that quarter were days on which the vessel was performing charter service and earning hire.
Anticipated Questions: Plaintiff's counsel may attempt to undermine the counterclaim by questioning the Master about the vessel's operational status during the disputed October through December 2022 period. Counsel may ask whether the vessel was actually performing services during the entire period when TSL claims hire was earned, or whether there were additional periods of downtime or reduced performance not reflected in TSL's pleading.
Preparation Points: Captain Giannopoulos should be prepared to confirm that the vessel was on hire and performing charter services during the portions of the October through December 2022 period when the vessel was not in drydock for Incident 3. Specifically, the vessel was performing voyages and/or loading/discharging cargo from early October through approximately November 14, 2022 (the day before the cylinder liner failure) and again from approximately December 11, 2022 (the day after the vessel was returned to service following the Rotterdam drydocking) through the end of December 2022.
The key point for the counterclaim is that Northwind's withholding was broader than the actual off-hire period. Northwind withheld hire for approximately 110 days, but the vessel was off-hire for only 25 of those days. The witness should be prepared to testify to the vessel's operational status on a day-by-day basis during the disputed period, supported by the deck logs and voyage records.
F. Relationship with Northwind and Its Agents
Overview: Plaintiff's counsel may also explore the day-to-day working relationship between the Master and Northwind's operations team, agents, and sub-charterers. The M/V Aegean Fortuna was sub-chartered by Northwind to Eastbourne Bulk Carriers Ltd. at a daily rate of $17,200/day, and the vessel's commercial employment during the charter period was directed by Northwind (and, through Northwind, by Eastbourne and its end-users). The Master interacted regularly with Northwind's operations personnel regarding voyage planning, port calls, cargo operations, and other commercial matters.
Anticipated Questions: Counsel may ask about the quality of the working relationship between the Master and Northwind's team, whether any disputes or complaints were raised by Northwind during the charter period (apart from the formal off-hire notices and the Maputo protest), and the extent to which Northwind participated in or directed cargo operations, port calls, and voyage planning.
Preparation Points: Captain Giannopoulos should present a professional, cooperative, and measured account of his relationship with Northwind and its agents. He should convey that the relationship was professional and that he endeavored at all times to accommodate Northwind's commercial requirements to the extent consistent with the safety of the vessel, crew, and cargo. He should avoid any testimony suggesting an adversarial relationship, personal animosity, or that TSL or the vessel's crew were unresponsive to Northwind's concerns or requests.
At the same time, the witness should not be overly deferential to Northwind. If Northwind's agents were uncooperative, delayed in providing voyage instructions, or unreasonable in their demands, the witness may testify to those facts if they are relevant and within his personal knowledge. However, the overall tone should be one of professionalism and good faith.
IV. GENERAL DEPOSITION PREPARATION INSTRUCTIONS
A. Rules of the Road
During the preparation session, we will review the following fundamental rules for deposition testimony with Captain Giannopoulos. These rules should be reinforced throughout the preparation process and reiterated immediately before the deposition on May 10:
1. Listen to the full question before answering. Do not begin answering before the examining attorney has finished asking the question. Wait for the complete question, take a moment to understand it, and then answer. Cutting off the questioner can result in answering a question that was not actually asked.
2. Answer only the question asked. Do not volunteer additional information beyond what is necessary to respond to the specific question. The deposition is not an opportunity to tell your story or to explain your side of the case. Volunteered information can open new lines of inquiry and provide opposing counsel with ammunition.
3. If you do not understand a question, say so and ask for clarification. It is perfectly appropriate to ask the examining attorney to rephrase or clarify a question that is confusing, ambiguous, or contains multiple parts. Do not attempt to answer a question you do not fully understand.
4. If you do not know or do not remember, say so honestly. Do not guess, speculate, or approximate. "I don't know" and "I don't recall" are perfectly acceptable answers when they are truthful. Guessing can lead to inaccurate testimony that is later contradicted by documents or other witnesses.
5. Do not speculate about the motivations or thoughts of others. You can testify only to what you personally knew, observed, said, heard, or did. You cannot testify to what someone else was thinking, intending, or motivated by, unless that person communicated their thoughts to you directly.
6. Pause before answering to allow defending counsel to interpose objections. After each question, pause briefly—two to three seconds—before beginning your answer. This gives defending counsel (Douglas Carmichael and Carlos Espinoza) the opportunity to raise any objections. If an objection is raised, stop speaking and wait for instruction from defending counsel before proceeding.
7. Be truthful at all times. The deposition is taken under oath, and your testimony carries the same legal weight as testimony given in court. Providing false testimony under oath is perjury. Always tell the truth, even if you believe the truth is unfavorable to TSL's position.
8. Review all documents shown to you carefully before answering questions about them. When the examining attorney hands you a document and asks you questions about it, take the time to read the document—or the relevant portions of it—before answering. Do not allow the attorney to rush you through a document.
9. Do not characterize documents. If asked about the content of a document, read from the text rather than paraphrasing or characterizing it in your own words. This reduces the risk of mischaracterizing the document and gives a more accurate record.
10. Ask for a break if you need one. You are entitled to reasonable breaks during the deposition. If you are feeling fatigued, confused, or need to confer with counsel, ask for a break. Do not answer questions while feeling tired, overwhelmed, or uncertain. However, note that you cannot take a break while a question is pending—you must answer the pending question first.
B. Specific Cautions
In addition to the general rules set forth above, the following specific cautions are tailored to the anticipated lines of inquiry in this deposition:
1. The Maputo Deviation. Plaintiff's counsel—particularly Margaret Delacroix, who is an experienced and aggressive examiner—will likely devote substantial time to establishing that the Maputo deviation was commercially motivated by TSL and was not a genuine weather-driven exercise of the Master's discretion. The witness should be prepared for detailed, granular questions about his communications with TSL Piraeus headquarters in September 2022. Counsel may walk through each email or satellite phone log entry and press the witness on the content, tone, and purpose of each communication. The witness must maintain the consistent theme that the Maputo call was his decision, made in the exercise of his professional judgment, and that any communications with TSL were informational or advisory in nature.
2. Aggregation of Mechanical Incidents. Counsel will likely attempt to aggregate the three mechanical incidents to paint a picture of systemic maintenance failure. The witness should address each incident on its own facts and resist any attempt by counsel to suggest that the three incidents form a pattern or that they share a common cause (i.e., maintenance negligence). Each incident had distinct causes: latent defect (Incident 1), charterer-caused contamination (Incident 2), and conceded maintenance failure (Incident 3). The witness should not concede a pattern.
3. Incident 3 Concession. The witness must not conflate TSL's concession on Incident 3 (cylinder liner failure) with any concession regarding Incidents 1 or 2. If counsel asks questions along the lines of "So TSL admits it failed to maintain the vessel properly?" the witness should clarify that TSL has acknowledged a specific maintenance issue with the cylinder liners, but that the turbocharger failure and BWTS malfunction were caused by different factors (latent defect and charterer contamination, respectively).
4. Scope of Personal Knowledge. The witness must be careful with questions about TSL corporate knowledge, decisions, or motivations. Captain Giannopoulos can testify to what he personally knew, observed, communicated, and decided. He should not speculate about what Alexandros Stavridis, Dimitrios Papadimitriou (CFO), Markos Theodorakis (General Counsel), or any other TSL executive knew, decided, or intended, unless his testimony is based on direct personal knowledge—for example, statements made directly to him or communications in which he participated.
5. Privileged Communications. The witness should be aware that some of his communications with TSL headquarters may be subject to the attorney-client privilege, specifically those communications that were routed through or involved Markos Theodorakis in his capacity as TSL's General Counsel. If the examining attorney asks about the content of such communications, defending counsel will assert the privilege as appropriate. The witness should not disclose the content of any communications with Theodorakis without first allowing defending counsel to rule on whether the communication is privileged. As a practical matter, the witness should pause after any question that touches on communications involving Theodorakis to give defending counsel time to interpose an objection.
6. Expert Opinions. Northwind has retained Captain Julian Blackmore (Ret.) of Blackmore Maritime Advisory Ltd. as an expert witness on maritime operations, navigation, and maintenance standards. It is possible—though not certain—that plaintiff's counsel may reference Captain Blackmore's opinions during the deposition, either directly or by framing questions that track his conclusions. If this occurs, the witness should not debate expert conclusions or engage in a back-and-forth about competing professional opinions. He should simply state his own factual observations, his own professional judgment, and his own assessment of the events in question. He should not concede or adopt the expert's opinions, nor should he be drawn into a debate about what industry standards require.
C. Consistency with Prior Witness Testimony
Maintaining consistency between the testimony of TSL's witnesses is essential to the credibility of our defense. To that end, the following steps should be taken during the preparation session:
1. Stavridis Deposition Review. Captain Giannopoulos should be asked to review key portions of the deposition transcript of Alexandros Stavridis (April 22, 2024). The review should focus on the following topics:
• Who made the decision to call at Maputo: Stavridis's testimony on this point must be reconciled with the account that Captain Giannopoulos will provide. If Stavridis testified that the decision was the Master's, Captain Giannopoulos must confirm that account. If Stavridis's testimony was equivocal or suggested that TSL headquarters played a role in the decision, the preparation team must develop a narrative that accounts for both accounts without creating a material inconsistency.