PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
ATTORNEY-CLIENT PRIVILEGED
MEMORANDUM
TO: Alexandros Stavridis, Chairman and CEO, Thalassa Shipping & Logistics SA
FROM: Douglas Carmichael, Francesca Morano, Carlos Espinoza, and Hannah Brinkley — Calderwood & Harkness LLP
DATE: April 15, 2024
RE: Deposition Preparation — 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: April 22, 2024
DEPOSITION LOCATION: Offices of Hargrove, Delacroix & Stern LLP, 600 Lexington Avenue, 28th Floor, New York, NY 10022
EXAMINING COUNSEL: Margaret Delacroix (Lead Partner, HD&S); Jason Trumbull (Senior Associate, HD&S); Priya Mehta (Associate, HD&S)
DEFENDING COUNSEL: Douglas Carmichael and Carlos Espinoza (Calderwood & Harkness LLP)
COURT REPORTER: To be designated by HD&S; videographer expected
TABLE OF CONTENTS
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I. PURPOSE AND OVERVIEW
This memorandum has been prepared by Calderwood & Harkness LLP ("C&H") for the exclusive use of Mr. Alexandros Stavridis in connection with his upcoming deposition in the matter of Northwind Maritime Corporation v. Thalassa Shipping & Logistics SA and Aegean Fortuna Shipholding Ltd., Index No. 655421/2023 (Sup. Ct. N.Y. Cnty., Commercial Division). This document is protected by the attorney-client privilege and the attorney work-product doctrine and must not be disclosed to any person other than Mr. Stavridis, TSL's General Counsel Markos Theodorakis, and C&H counsel working on this matter.
The purpose of this memorandum is to prepare Mr. Stavridis for his deposition testimony as the Chairman and Chief Executive Officer of Thalassa Shipping & Logistics SA ("TSL") and as the principal corporate representative of the defendant entities in this litigation. The deposition is scheduled for Monday, April 22, 2024, at the offices of Hargrove, Delacroix & Stern LLP ("HD&S") in midtown Manhattan. Mr. Stavridis has been noticed for deposition in his individual capacity and as a witness with knowledge of key facts underlying both the claims and defenses in this action.
Northwind Maritime Corporation ("Northwind"), through its counsel HD&S, will seek testimony from Mr. Stavridis on a range of topics that are central to this litigation. Based on our review of the deposition notice, the document requests, and the trajectory of discovery to date, we anticipate that Northwind's examination will focus on the following principal areas:
(a) TSL's corporate structure, governance, and decision-making authority regarding vessel maintenance and fleet operations;
(b) The negotiation, execution, and performance of the time charter-party for the M/V Aegean Fortuna (Reference No. NW-TSL-CP-2020-1203);
(c) The three mechanical incidents that form the core of Northwind's breach-of-contract claims — the turbocharger failure (March 2022), the BWTS/boiler failure (July 2022), and the cylinder liner failure (November 2022);
(d) The alleged deviation to Maputo, Mozambique during the September 2022 Durban-to-Qingdao voyage;
(e) TSL's financial condition, insurance arrangements, and credit facilities, to the extent relevant to damages exposure and ability to satisfy a potential judgment; and
(f) TSL's counterclaim for $1,620,000 in hire improperly withheld by Northwind for the fourth quarter of 2022.
The deposition is expected to last a full day. Under CPLR § 3113 and the Commercial Division Rules, Northwind is entitled to seven hours of examination time on the record. Ms. Delacroix is an experienced and aggressive deposition examiner, and we expect her to use the full allotment. She will likely be assisted by Mr. Trumbull and Ms. Mehta, who have been handling document review and the day-to-day management of discovery on the Northwind side.
We strongly urge Mr. Stavridis to review this memorandum carefully and thoroughly prior to the preparation sessions. Mr. Stavridis should attend two in-person preparation sessions at C&H's offices:
• First preparation session: Friday, April 19, 2024, 10:00 AM – 4:00 PM, Calderwood & Harkness LLP, One Liberty Plaza, 50th Floor, New York, NY 10006.
• Final preparation session: Sunday, April 21, 2024, 2:00 PM – 5:00 PM, same location.
During these sessions, Carlos Espinoza will conduct a mock examination simulating the areas of questioning we anticipate from opposing counsel. This will give Mr. Stavridis an opportunity to practice responses, work through difficult document confrontations, and develop comfort with the deposition format before the actual proceeding.
II. GENERAL DEPOSITION GUIDELINES
The following guidelines are critical to the success of this deposition. Mr. Stavridis should internalize these principles and apply them consistently throughout his testimony. A deposition is not a conversation — it is a formal legal proceeding under oath, and every word spoken by the witness becomes part of the evidentiary record that can be used at trial, on summary judgment motions, or in settlement negotiations. The objective is to provide truthful, accurate, and appropriately limited testimony while avoiding the pitfalls that experienced examining counsel will set.
A. Fundamental Rules
The following rules are the foundation of effective deposition testimony. They may appear simple, but they are frequently violated by even sophisticated business executives who are accustomed to commanding boardroom discussions. A deposition is not a boardroom — the examining attorney controls the questioning, and the witness's role is to answer, not to advocate.
Listen to the entire question before answering. Do not anticipate where a question is headed. Do not begin formulating your answer while the question is still being asked. Wait until the examining attorney has finished speaking, pause briefly, and then respond. This discipline serves two purposes: it ensures that you are answering the actual question asked (rather than the question you expected), and it gives defending counsel an opportunity to interpose any necessary objections before you begin speaking.
Answer only the question asked — do not volunteer information. This is perhaps the single most important rule. If the question can be answered with "yes," "no," or a brief factual statement, provide that answer and stop. Do not elaborate, explain, or provide context unless specifically asked to do so. Every additional word you offer is a potential new line of inquiry for opposing counsel. If Ms. Delacroix wants more detail, she will ask a follow-up question — let her do the work.
If you do not understand a question, say so and ask for clarification. There is no obligation to answer a question you do not understand. Examining attorneys sometimes ask compound, ambiguous, or misleadingly framed questions. If a question is unclear, simply state: "I'm sorry, I don't understand the question. Could you rephrase it?" This is not a sign of weakness — it is a sign of a careful witness.
If you do not know the answer, say "I don't know." You are not expected to have encyclopedic knowledge of every aspect of TSL's operations. If you genuinely do not know the answer to a factual question, say so plainly. Do not speculate or guess. Do not attempt to construct an answer from fragments of memory or inference. An honest "I don't know" is always preferable to an inaccurate guess that can later be used to impeach your credibility.
If you do not recall, say "I don't recall." Similarly, if you are asked about events, conversations, or details that you once may have known but no longer remember, state that you do not recall. Do not attempt to reconstruct memories based on what you think likely happened. The distinction between "I don't know" (you never had the information) and "I don't recall" (you may have known but cannot now remember) is worth preserving, as it signals the completeness and honesty of your testimony.
Answer truthfully at all times. The deposition is taken under oath, and you are subject to the same penalties for perjury as if you were testifying at trial. Beyond the legal consequences, truthful testimony is the single most important element of an effective deposition. Jurors and judges have an uncanny ability to detect dishonesty, and a witness who is caught in even a minor inaccuracy may lose all credibility on every other point. If the truth is uncomfortable or damaging to our position, we will deal with that through legal argument and presentation of context — but the testimony itself must always be truthful.
B. Handling Document Exhibits
Opposing counsel will place documents before you during the deposition and ask you questions about those documents. This is one of the most common and effective deposition techniques, and it requires particular discipline from the witness.
Read each document carefully before answering any question about it. When a document is placed in front of you, take whatever time you need to read it completely before answering any question. Do not skim. Do not let the examining attorney rush you. Even if the document appears familiar, read it through. Documents may be incomplete, may be versions you have not seen, or may contain details you have forgotten. Reading carefully protects you from agreeing with a misleading characterization of a document's contents.
Do not assume a document is complete or authentic. If a document appears to be a partial email chain, or if pages seem to be missing, or if you do not recognize the document, say so. You are under no obligation to authenticate documents or to fill in gaps in the opposing party's document production.
Do not volunteer information about documents not placed before you. If a question relates to a specific document, confine your answer to that document. Do not reference other documents, emails, or records that have not been introduced as exhibits, even if they would be favorable to TSL's position. If such documents are important, we will introduce them during our case.
If a document refreshes your recollection, say so precisely. Under the rules of evidence, a document can be used to refresh a witness's recollection. If a document does refresh your memory, you may say: "Looking at this document refreshes my recollection that [specific fact]." Be precise about what you now recall as opposed to what you are simply reading from the document itself. Do not overstate the degree to which a document has refreshed your memory.
C. Objections and Privilege
Douglas Carmichael and Carlos Espinoza will be present at the deposition to defend your testimony, make objections, and assert applicable privileges on your behalf. Their role is critical, and you should be attuned to their interventions.
If an objection is made, wait for instruction before answering. Under New York practice, most objections are preserved on the record and the witness is directed to answer notwithstanding the objection. However, there are circumstances in which counsel will instruct you not to answer — for example, when a question invades the attorney-client privilege or the work-product doctrine, or when a question is so manifestly improper that an answer would cause irreparable harm. If you hear the word "objection," stop speaking immediately and wait for counsel to complete the objection and provide any instruction. If counsel states "You may answer," proceed with your response. If counsel instructs you not to answer, do not answer.
Do not disclose the substance of any communications with C&H. All communications between you and Calderwood & Harkness LLP — including this memorandum, the preparation sessions, and all oral and written communications about this litigation — are protected by the attorney-client privilege. Do not disclose the substance, content, or even the general topic of any such communications. If asked what you discussed with your lawyers, state: "I was instructed by my counsel not to disclose the substance of our communications, on the basis of attorney-client privilege."
Do not disclose communications with Konstantinou & Rizos Law Offices or with TSL's General Counsel Markos Theodorakis in his capacity as legal adviser. Mr. Theodorakis serves a dual role as General Counsel and corporate officer. Communications with Mr. Theodorakis that relate to the provision of legal advice are privileged. Communications that relate to business operations generally are not. This is a nuanced area, and if there is any doubt, pause and allow counsel to assert the appropriate objection.
Do not disclose communications with Oceanus P&I Club's Claims Handler David Okafor or Fortis Marine Underwriters' Catherine Allsworth to the extent those communications were made in anticipation of litigation and were routed through or at the direction of counsel. Insurance-related communications may be privileged if they were made for the purpose of obtaining legal advice or in anticipation of litigation, but not all insurance communications qualify. If asked about communications with the P&I Club or the H&M insurer, pause and allow counsel to evaluate the question before you respond.
D. Demeanor and Presentation
A deposition is not merely a legal proceeding — it is also a performance that may be replayed for a jury if this case goes to trial. The videotape of your deposition testimony can be a powerful tool for either side. How you present yourself matters as much as what you say.
Remain calm and professional throughout. Ms. Delacroix is likely to press you on sensitive topics and may repeat questions in different forms to test the consistency of your answers. She may adopt a skeptical or confrontational tone. Do not rise to the bait. Maintain a calm, measured, and professional demeanor regardless of the provocation.
Do not argue with examining counsel. Your role is to answer questions, not to debate the merits of the case. If you disagree with the premise of a question, you may note that disagreement briefly ("I don't agree with your characterization"), but do not engage in extended argument. That is our job, not yours.
Do not display frustration or anger. Even if a question strikes you as unfair, repetitive, or offensive, do not show irritation. A calm and composed witness is far more credible than one who appears defensive or combative. If you feel your frustration rising, take a breath, take a sip of water, and ask for the question to be repeated.
Speak clearly for the court reporter. All testimony must be captured by the stenographic record. Speak in complete sentences. Avoid nodding or shaking your head (the reporter cannot record gestures). Avoid "uh-huh" and "uh-uh" — use "yes" and "no." Spell out any proper nouns, technical terms, or vessel names that the reporter may not be familiar with.
Be mindful of body language and tone. The deposition is likely to be videotaped. The camera will capture not only your words but your facial expressions, posture, and body language. Sit upright. Make appropriate eye contact with the examining attorney. Do not cross your arms, roll your eyes, or make dismissive gestures. Dress in professional business attire, as you would for an important business meeting.
III. BACKGROUND ON THE LITIGATION
A. Case Summary
Northwind Maritime Corporation ("Northwind"), a marshall Islands corporation with its principal place of business in Stamford, Connecticut, filed this action on October 2, 2023, in the Supreme Court of the State of New York, New York County, Commercial Division. The case has been assigned to Part 49, before the Honorable Lorraine K. Chen, Justice of the Supreme Court. The action carries Index No. 655421/2023.
The Complaint alleges breach of a 36-month time charter-party executed on the NYPE 2015 form, as amended by Rider Clauses and various addenda negotiated between the parties (Reference No. NW-TSL-CP-2020-1203). The charter-party was executed on December 3, 2020, with a commencement date of January 15, 2021, and a 36-month term running through January 14, 2024. The daily hire rate under the charter-party was $14,750 per day, yielding an aggregate charter value over the 36-month term of approximately $16,166,000.
The vessel at issue is the M/V Aegean Fortuna (IMO 9847231), a Supramax dry bulk carrier of 58,200 deadweight tons (DWT). The vessel was built in 2016 by Dalian Prosperity Shipyard Co., Ltd., in Dalian, China. She is flagged in the Republic of Liberia and classified by the Global Maritime Classification Bureau ("GMCB"). At all relevant times, the registered owner of the M/V Aegean Fortuna was Aegean Fortuna Shipholding Ltd. ("AFSL"), a Liberian corporation (Registration No. LR-C-20167845) and wholly owned subsidiary of TSL. AFSL is a single-vessel, special-purpose vehicle ("SPV") established for the purpose of holding title to the M/V Aegean Fortuna, consistent with standard practice in the international shipping industry.
The Complaint asserts five causes of action: Count I (breach of the charter-party for failure to maintain the vessel in a seaworthy condition); Count II (breach of the charter-party based on the alleged unauthorized deviation to Maputo); Count III (pass-through claims from third-party shippers for cargo damage resulting from the mechanical incidents); Count IV (breach of the implied duty of good faith and fair dealing); and Count V (unjust enrichment). Northwind claims total damages of $18,300,000, inclusive of off-hire, consequential damages, demurrage, dead freight, cargo damage claims, and incidental costs.
TSL, through C&H, filed its Verified Answer and Counterclaim on November 17, 2023. The Answer denies the material allegations of the Complaint and asserts a number of affirmative defenses, including the contractual limitation of liability under Clause 28 of the charter-party, the defense that certain mechanical failures were attributable to latent defects, and the defense that the alleged Maputo deviation was within the Master's navigational discretion and was not a breach of the charter-party. TSL's Counterclaim seeks recovery of $1,620,000 in hire that Northwind improperly withheld for the period of October 1 through December 31, 2022 (approximately 110 days at $14,750 per day, as rounded in the pleading).
B. Current Procedural Posture
TSL filed a pre-answer Motion to Dismiss Counts III and V of the Complaint on December 15, 2023, pursuant to CPLR § 3211(a)(7). Justice Chen heard oral argument on February 22, 2024, and issued her written decision on March 8, 2024. Count V (unjust enrichment) was dismissed in its entirety, with the Court holding that an unjust enrichment claim cannot lie where the parties' relationship is governed by an express contract. Count III (pass-through claims for third-party shipper losses) was not dismissed but was substantially narrowed: Justice Chen held that Northwind had adequately alleged standing to assert claims on behalf of cargo interests only with respect to the Richards Bay iron ore cargo (Incident 2), and only to the extent Northwind could demonstrate that it had actually compensated the cargo interests or was contractually obligated to do so. The remaining third-party claims alleged in Count III were dismissed without prejudice.
The parties are currently in active discovery. The discovery period was established by Justice Chen's December 2023 scheduling order and runs from January 2024 through August 2024. Document production has been substantially completed by both sides, with certain disputes over privilege logs currently pending before a Special Referee.
Mr. Stavridis's deposition on April 22, 2024, is the first of the TSL witness depositions. The current deposition schedule for TSL's witnesses is as follows:
• Alexandros Stavridis (Chairman and CEO) — April 22, 2024
• Captain Nikolaos Giannopoulos (Master of the M/V Aegean Fortuna during the charter period) — May 10, 2024
• Chief Engineer Petros Vlahos — June 28, 2024
• Additional TSL witnesses to be determined based on the progression of discovery
Northwind's witnesses are scheduled for deposition as follows:
• Viktor Lindgren (President, Northwind Maritime Corporation) — May 30, 2024
• Sandra Chow (Vice President of Operations, Northwind Maritime Corporation) — June 14, 2024
We note that Mr. Stavridis's deposition will take place before Northwind's own witnesses are deposed. This means that Mr. Stavridis's testimony will be used by opposing counsel not only for its own evidentiary value but also as a baseline against which to test the testimony of Northwind's witnesses and TSL's subsequent witnesses. It is therefore essential that Mr. Stavridis's testimony be accurate, consistent with the documentary record, and strategically measured.
IV. ANTICIPATED AREAS OF EXAMINATION
The following sections identify the principal topics we expect opposing counsel to explore during the deposition, together with our assessment of the key facts, documents, and vulnerabilities associated with each topic. For each area, we provide specific guidance on how Mr. Stavridis should approach the anticipated questions. This guidance reflects our strategic assessment of the case and is itself attorney work product.
A. Mr. Stavridis's Background and Role
Opposing counsel will begin the deposition with a series of background questions designed to establish Mr. Stavridis's qualifications, experience, and role within TSL. This is a standard opening, and while it may seem benign, it serves an important purpose for the examining attorney: it establishes on the record the scope of Mr. Stavridis's authority and knowledge, which Northwind will later use to argue that the CEO was or should have been aware of the events giving rise to the claims.
Mr. Stavridis should be prepared to testify about his personal background, including his education, his career history in the international shipping industry, and the trajectory of his career at TSL. Mr. Stavridis's role as Chairman and CEO of TSL encompasses both the strategic direction of the company and, at a high level, oversight of its principal operating divisions. Counsel will probe the scope of Mr. Stavridis's authority, his day-to-day responsibilities, and the extent to which he is personally involved in operational decisions affecting individual vessels versus the extent to which such decisions are delegated to subordinate officers and departments.
TSL's corporate structure will also be the subject of questioning. TSL is a société anonyme organized under the laws of the Hellenic Republic, with its headquarters at 42 Akti Miaouli, Piraeus 185 38, Greece. Its Greek Tax Identification Number (AFM) is 998342671. TSL operates a diversified fleet of approximately 34 vessels, including dry bulk carriers, tankers, and container vessels, engaged in worldwide trade. For fiscal year 2022, TSL reported revenues of approximately $612 million and EBITDA of approximately $98 million.
Mr. Stavridis should be prepared to describe the relationship between TSL as the parent holding and management company and its various vessel-owning subsidiaries, including Aegean Fortuna Shipholding Ltd. The use of single-vessel SPVs is standard in the international shipping industry, and Mr. Stavridis can confirm this without difficulty. However, Mr. Stavridis should not speculate about the legal distinctions between TSL and Aegean Fortuna Shipholding, including any questions relating to the corporate veil or the allocation of liability between the two entities. Such questions involve legal characterizations that should be deferred to counsel.
Mr. Stavridis should be prepared to identify TSL's principal corporate officers, including Elena Papadimitriou (Chief Financial Officer) and Markos Theodorakis (General Counsel), and to describe their respective roles and reporting relationships in general terms.
Guidance: Answer factual questions about your role and TSL's corporate structure straightforwardly and without evasion. These are not sensitive areas, and an attempt to be evasive on basic background questions will damage your overall credibility. However, do not speculate about legal distinctions between TSL and Aegean Fortuna Shipholding Ltd. — if asked about the legal significance of the corporate structure, defer legal characterizations to counsel and state that you understand the entities to be organized consistently with standard industry practice.
B. The Charter-Party — Negotiation and Execution
Opposing counsel will spend substantial time on the circumstances surrounding the negotiation and execution of the NYPE 2015 charter-party with Northwind. The charter-party is the central document in this case, and Northwind will seek to establish Mr. Stavridis's personal involvement in and understanding of the key commercial and legal terms.
The charter-party (Reference No. NW-TSL-CP-2020-1203) was executed on December 3, 2020, on the New York Produce Exchange Time Charter-Party (NYPE 2015) form, as amended by Rider Clauses negotiated between the parties. The commencement date was January 15, 2021, and the charter was for a 36-month term, expiring January 14, 2024. The daily hire rate was $14,750, which at the time of execution was consistent with prevailing market rates for Supramax tonnage on multi-year time charters.
Mr. Stavridis should be prepared to testify about his personal involvement in the charter-party negotiations, including his interactions with Viktor Lindgren, Northwind's President, during the December 2020 negotiation period. Mr. Stavridis and Mr. Lindgren have a longstanding business relationship, and the negotiation of this charter-party involved direct communications between the two principals as well as negotiations conducted through their respective chartering departments and brokers.
The key commercial and legal terms of the charter-party that are relevant to this litigation include:
• Clause 2 (Hire and Payment): The daily hire rate of $14,750, payable semi-monthly in advance.
• Clause 5 (Trading Limits): Worldwide trading, excluding OFAC-sanctioned ports, London Joint War Committee war-risk listed areas, and ice-bound waters north of 68° North latitude.
• Clause 6 (Maintenance and Seaworthiness): The Owners' obligation to maintain the vessel in a thoroughly efficient state in hull, machinery, and equipment for the duration of the charter period and to maintain the vessel's classification with GMCB throughout.
• Clause 11 (Off-Hire): Provisions governing the circumstances under which the vessel goes off-hire and the charterer's right to deduct hire for periods when the vessel is unable to perform its chartering service due to mechanical breakdown, drydocking, or other qualifying events.
• Clause 28 (Liquidated Damages): This clause provides for liquidated damages calculated at 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 interpretation of the phrase "single continuous period of breach" is a central legal dispute in this case.
• Clause 46 and Clause 46(b) (Dispute Resolution): The charter-party is governed by the laws of the State of New York. Clause 46(b), an addendum negotiated between the parties, provides that either party may elect to litigate disputes in the Supreme Court of the State of New York, New York County, in lieu of arbitration. Northwind exercised this election in commencing this action.
Guidance: Be prepared to testify that you reviewed and approved the principal commercial terms of the charter-party, including the hire rate, the charter duration, and the trading limits. It is appropriate to acknowledge that you were personally involved in the high-level negotiation of the deal with Viktor Lindgren, as this reflects normal CEO-level engagement in significant commercial transactions. However, you may — and should — note that the detailed drafting and legal review of the charter-party was delegated to TSL's chartering department and General Counsel, Markos Theodorakis, and that you did not personally negotiate or draft individual rider clauses.
Do not offer interpretations of contractual language. If asked what a particular clause "means," state that you understood it in the way that you understood it at the time, but emphasize that the legal interpretation of contractual provisions is a question for the Court. This is particularly important with respect to Clause 28. If asked about the meaning of the "single continuous period of breach" language in the liquidated damages cap, you may state that your understanding was that the $4,500,000 cap applied to the charter period as a whole — that is, it limited Northwind's total liquidated damages claim for any connected series of events — but do not argue the legal interpretation or attempt to persuade the examining attorney of the correctness of your reading. Simply state your understanding and stop.
C. Vessel Maintenance Philosophy and Practices
This is a broad topic area in which Northwind will seek to establish the context for the three mechanical incidents that form the core of its claims. Opposing counsel will attempt to paint a picture of TSL's maintenance practices as inadequate, underfunded, or insufficiently supervised, in order to support its theory that the mechanical failures were the result of systemic neglect rather than isolated events.
Mr. Stavridis should be prepared to discuss TSL's general approach to vessel maintenance across its fleet of approximately 34 vessels. TSL maintains a dedicated Technical Management Department headquartered in Piraeus that is responsible for overseeing the maintenance, repair, and classification compliance of all vessels in the fleet. The Technical Management Department is staffed by qualified marine engineers and naval architects who work in coordination with the Masters and Chief Engineers aboard each vessel.
Northwind will likely ask about TSL's maintenance budget and allocation for fiscal years 2021 and 2022, which are the relevant periods for the charter of the M/V Aegean Fortuna. Mr. Stavridis should be prepared to discuss the budget at a high level — in particular, the overall fleet maintenance expenditure and the allocation methodology — without necessarily recalling the specific line-item budget for the M/V Aegean Fortuna itself. If pressed on vessel-specific budget details, Mr. Stavridis should acknowledge that such details were managed by the Technical Management Department and that he does not recall specific figures without reviewing the relevant documents.
The role of the Global Maritime Classification Bureau ("GMCB") in setting maintenance standards for the M/V Aegean Fortuna will also be explored. GMCB, as the vessel's classification society, conducts annual and intermediate surveys and establishes conditions of class that must be met by the vessel owner. Compliance with GMCB requirements is a contractual obligation under Clause 6 of the charter-party.
Mr. Stavridis should also be prepared to discuss the scheduled drydocking and intermediate survey history for the M/V Aegean Fortuna during the charter period, including whether any surveys were delayed or rescheduled and whether any conditions of class were imposed that required corrective action.
Guidance: Emphasize TSL's commitment to maintaining its vessels in full compliance with all classification and regulatory requirements. Note that TSL has a dedicated and well-resourced technical management team that operates under established protocols for planned maintenance, condition monitoring, and response to unscheduled maintenance needs. You, as CEO, set the policy framework for vessel maintenance and approved the annual maintenance budgets, but you did not make day-to-day maintenance decisions for individual vessels. Those decisions were delegated to the Technical Management Department, working in coordination with the vessel's Master and Chief Engineer.
Avoid overstating your personal knowledge of specific maintenance activities conducted on the M/V Aegean Fortuna. If you did not personally review maintenance logs or inspection reports for this vessel, say so. Defer to Captain Giannopoulos and Chief Engineer Vlahos for operational details. Your role was strategic oversight, not hands-on maintenance management, and your testimony should accurately reflect that division of responsibility.
D. Incident 1 — Turbocharger Failure (March 12 – April 2, 2022)
The first of the three mechanical incidents occurred on or about March 12, 2022, when the main engine turbocharger on the M/V Aegean Fortuna suffered a catastrophic failure while the vessel was transiting the Indian Ocean, en route from Paradip, India, to Mombasa, Kenya. The failure rendered the main engine inoperable at full power, and the vessel was forced to proceed at reduced speed to Colombo, Sri Lanka, where the turbocharger was repaired at a local repair facility. The vessel was off-hire for a period of 22 days, from March 12 through April 2, 2022.
Northwind contends that the turbocharger failure was the result of inadequate maintenance by TSL and that it constituted a breach of TSL's obligation under Clause 6 of the charter-party to maintain the vessel in a seaworthy condition. Northwind claims hire loss, consequential voyage delays, and additional port costs as damages arising from this incident.
TSL's position is that the turbocharger failure was a latent defect that could not have been detected through routine maintenance and inspection procedures, and therefore is not attributable to negligent maintenance by TSL. TSL exercised due diligence in maintaining the main engine and its components, including the turbocharger, and complied with all GMCB classification requirements and the manufacturer's recommended maintenance schedule. The latent defect defense, if established, would absolve TSL of liability for this incident under both the charter-party and general maritime law principles.
Opposing counsel will ask Mr. Stavridis about what he was told about the turbocharger failure at the time it occurred, the reporting chain through which information about the failure reached the CEO, whether Mr. Stavridis personally directed or was involved in the repair response, and the GMCB inspection and classification status of the turbocharger prior to the failure.
Guidance: Testify that you were informed of the turbocharger failure through TSL's normal reporting channels — that is, the vessel reported the failure to TSL's Technical Management Department shore office, and the shore office escalated the report to you as part of the routine reporting of significant operational events. The technical management team managed the repair process, including the decision to proceed to Colombo and the engagement of the repair yard. You understood from your technical team that the turbocharger failure was a latent defect — a failure mode that could not have been detected through routine maintenance or the most recent classification survey.
Do not opine on engineering causation. You are a shipping executive, not a marine engineer. Questions about the specific cause of the turbocharger failure, the adequacy of maintenance procedures, and whether the failure was a latent defect versus a maintenance-related failure are matters for TSL's maritime engineering expert, Dr. Henrik Sørensen of Nordic Maritime Consulting Group ApS. If pressed to offer an engineering opinion, decline and state that you are not qualified to render such opinions and that TSL's technical team and its experts are better positioned to address those questions.
If asked whether you personally inspected the turbocharger or reviewed its maintenance records, be honest that you did not. This was handled by the Technical Management Department and Chief Engineer Vlahos. If asked whether you directed the repair response, state that you were kept informed of the progress and approved the general approach (proceeding to Colombo for repair), but that the technical decisions were made by the shore-based engineering team in consultation with the Chief Engineer.
E. Incident 2 — BWTS/Boiler Failure (July 8 – July 29, 2022)
The second incident began on or about July 8, 2022, when the M/V Aegean Fortuna experienced a dual malfunction: the ballast water treatment system ("BWTS") malfunctioned and the auxiliary boiler failed while the vessel was alongside at Richards Bay, South Africa, loading a cargo of iron ore. The combined failures prevented the vessel from departing and required repair work that kept the vessel off-hire for 21 days, from July 8 through July 29, 2022.
The BWTS malfunction is of particular significance because it allegedly contributed to contamination of the iron ore cargo. Northwind claims that the BWTS failure allowed untreated or improperly treated ballast water to come into contact with the cargo holds, resulting in oxidation and degradation of the iron ore. The cargo damage claim asserted by Northwind on a pass-through basis from the cargo interests totals $3,420,000.
TSL's position is that the BWTS malfunction was caused by contaminated ballast water loaded at a prior port under the direction and control of Northwind or its agents. TSL contends that the ballast water taken on at a port designated by the charterer contained particulate matter and chemical contaminants that exceeded the BWTS's design tolerances, causing the system to malfunction. If the contamination of the ballast water was attributable to Northwind's port selection and cargo operations, then the resulting BWTS failure and any consequential cargo damage are Northwind's responsibility, not TSL's.
As for the auxiliary boiler failure, TSL's position is that the boiler failure was a separate event that coincided temporally with the BWTS malfunction but was not causally related to it. The boiler failure is attributed to normal wear and was promptly repaired.
Opposing counsel will probe Mr. Stavridis's knowledge of the contaminated-ballast theory, whether TSL investigated the source of the contamination, what the investigation revealed, and what communications occurred between TSL and its P&I Club (Oceanus Mutual P&I Club, through Claims Handler David Okafor) regarding this incident. Privilege issues will arise in this area, as many of the communications regarding the contamination investigation and the cargo damage claim were routed through counsel in anticipation of litigation or potential arbitration.
Guidance: Testify that you were informed of the BWTS and boiler failures through the normal reporting chain and that TSL's technical team undertook an investigation into the cause of the BWTS malfunction. You understood from your technical team that the investigation concluded the BWTS malfunction was attributable to contaminated ballast water loaded at a port under Northwind's direction. Be careful not to speculate about the identity of the specific port or the specific contaminant — these are technical details that should be deferred to Chief Engineer Vlahos and the expert report.
Do not disclose any communications with counsel or with the P&I Club that were made through counsel or in anticipation of litigation. If asked about communications with David Okafor at Oceanus P&I Club, pause to allow counsel to evaluate the question. Many of these communications may be privileged, and counsel will assert the appropriate objection. If counsel permits you to answer, limit your response to the non-privileged aspects of the communication. If instructed not to answer, do not answer.
Similarly, be careful with questions about the cargo damage claim. Northwind's standing to assert the cargo damage claim was narrowed by Justice Chen's March 8, 2024 ruling, and TSL disputes the quantum and causation of the claimed cargo losses. Do not concede any facts regarding the cargo damage that go beyond what has been admitted in the pleadings.
F. Incident 3 — Cylinder Liner Failure (November 15 – December 10, 2022)
The third and most serious incident occurred on or about November 15, 2022, when the M/V Aegean Fortuna suffered a main engine cylinder liner failure that required drydocking for repair. The vessel was taken to Keppel Verolme Shipyard in Rotterdam, the Netherlands, where the damaged cylinder liner was replaced and related repairs to the main engine were conducted. The vessel was off-hire for 25 days, from November 15 through December 10, 2022.
This incident is the most sensitive of the three from TSL's perspective because TSL has conceded in its pleadings that the cylinder liner failure was attributable to a maintenance shortcoming. Unlike Incidents 1 and 2, TSL does not assert a latent-defect defense or a third-party-causation defense for the cylinder liner failure. TSL does, however, dispute the quantum of damages Northwind claims as a result of this incident.
Opposing counsel will use this concession aggressively. Northwind will seek to establish that the cylinder liner failure was not an isolated lapse but rather the culmination of a broader pattern of maintenance neglect — a pattern that, in Northwind's telling, also encompasses Incidents 1 and 2. Opposing counsel will probe Mr. Stavridis's awareness of the cylinder liner's condition prior to the failure, whether maintenance had been deferred for budgetary or scheduling reasons, what GMCB survey records showed regarding the cylinder liner's condition, and the timeline and decision-making process for the drydocking at Rotterdam.
Mr. Stavridis should also be prepared to explain why Rotterdam was selected as the drydock location, how long the repair took relative to the initial estimate, and what steps TSL took to restore the vessel to full operational condition and classification compliance.
Guidance: This is the most sensitive area of the deposition, and it requires a careful balance. On the one hand, TSL has conceded responsibility for this maintenance failure, and Mr. Stavridis must not attempt to retract or undermine that concession. On the other hand, Mr. Stavridis should not volunteer information that goes beyond the scope of the concession or that could be used to expand TSL's liability.
Be straightforward in acknowledging that TSL has accepted responsibility for the cylinder liner failure. Testify that the failure was a maintenance shortcoming that should not have occurred. Emphasize that TSL responded promptly and responsibly by arranging drydocking at Keppel Verolme Shipyard in Rotterdam — a world-class facility — and that the vessel was returned to full operational condition and classification compliance as quickly as practicable.
If asked about maintenance budgets, be truthful about any budgetary pressures that existed during the 2021–2022 period. However, note that the cylinder liner failure was not the result of a deliberate decision to cut maintenance spending or to defer essential maintenance. If there were general budgetary constraints — for example, related to COVID-era disruptions, supply chain delays for spare parts, or scheduling challenges for classification surveys — explain these in context without making excuses.
Do not concede anything beyond what has been conceded in the pleadings regarding Incident 3. In particular, do not volunteer the specific dollar amount of damages TSL may be willing to concede in connection with this incident — that is a legal and strategic matter, not a topic for deposition testimony. And critically, do not allow this incident to be used to establish a "pattern" that encompasses Incidents 1 and 2. If opposing counsel asks you to agree that TSL had a "pattern" of maintenance failures, decline to characterize it that way. Each incident had distinct causes and circumstances, and they should be treated individually.
G. The Alleged Maputo Deviation (September 2022)
Northwind alleges that in September 2022, TSL directed the M/V Aegean Fortuna to deviate from its agreed voyage from Durban, South Africa, to Qingdao, China, in order to call at the port of Maputo, Mozambique, to load cargo for TSL's own commercial benefit. Northwind contends that this deviation was unauthorized, that it was not within the scope of the Master's navigational discretion, and that it constituted a breach of the charter-party.
According to Northwind, the Maputo deviation added approximately four days to the voyage, causing the vessel to miss the October 1–5, 2022 laycan window at Qingdao. As a result, Northwind incurred demurrage charges, dead freight costs, and other consequential losses totaling $1,230,000.
TSL's position is that the call at Maputo was necessitated by weather and routing conditions and was within the Master's navigational discretion under the charter-party. TSL contends that the Master, Captain Giannopoulos, made the routing decision to call at Maputo based on his professional judgment regarding weather patterns, sea conditions, and the optimization of the vessel's bunker consumption. TSL denies that the Master was directed by TSL's shore management or commercial team to call at Maputo for the purpose of loading TSL cargo.
This is one of the most critical and potentially damaging areas of the deposition. Opposing counsel will seek to establish that Mr. Stavridis personally directed the Master to deviate to Maputo, or that TSL's commercial department arranged cargo at Maputo and instructed or encouraged the Master to call there, overriding Northwind's voyage instructions. The key question from Northwind's perspective is whether the Maputo call was a genuine navigational decision or a commercially motivated deviation orchestrated by TSL.
Mr. Stavridis should be prepared for the possibility that opposing counsel will confront him with internal TSL emails or other documents showing discussions within TSL's commercial department about a cargo opportunity at Maputo during the September 2022 timeframe. If such documents exist in the production — and we must assume that they do — Mr. Stavridis will need to address them honestly and without evasion.
Guidance: This is a critical area that requires the most careful preparation. Opposing counsel's objective is to extract an admission that the Maputo call was commercially motivated rather than navigational. Your testimony should be as follows:
(a) You did not personally direct the Master to deviate to Maputo. You were aware of the vessel's general trading pattern but did not issue voyage instructions to the Master.
(b) You understood the Maputo call to be a routing decision made by the Master, Captain Giannopoulos, based on weather and sea conditions prevailing at the time. The Master has broad discretion under the charter-party and under principles of good seamanship to make routing decisions, and you trusted his professional judgment.
(c) To the extent TSL's commercial department identified a cargo opportunity at Maputo, that is not, by itself, evidence of an unauthorized deviation. The fact that a commercial opportunity existed at a port does not mean that the navigational decision to call there was improper. You should acknowledge the commercial dimension if documents exist showing it, but maintain that the Master's decision was ultimately based on weather and routing factors.
Be truthful. If there were internal discussions about loading TSL cargo at Maputo, acknowledge them. Do not deny the existence of communications that are in the document production. If emails exist showing commercial discussions about Maputo cargo, you will be confronted with them, and any attempt to deny or minimize their existence will damage your credibility catastrophically. The best approach is to draw a clear distinction between the existence of a commercial opportunity (which is a routine aspect of fleet management) and the navigational decision to call at a particular port (which was the Master's prerogative). Additionally, note that Clause 5 of the charter-party does not prohibit Maputo as a port of call — Maputo is not a sanctioned port, a war-risk area, or ice-bound.
If asked about specific communications between TSL shore management and Captain Giannopoulos regarding the Maputo call, answer truthfully about what you know. If you were not personally involved in those communications, say so. If you were copied on emails or briefed on the discussions, acknowledge that but characterize your role accurately.
H. Northwind's Withheld Hire — The Counterclaim
Following the three mechanical incidents and the alleged Maputo deviation, Northwind began withholding hire payments. For the period of October 1 through December 31, 2022, Northwind withheld a total of approximately $1,620,000 in hire (representing approximately 110 days at $14,750 per day, as rounded in TSL's counterclaim pleading). Northwind contends that this withholding was proper under Clause 11 (the off-hire provision) and, in the alternative, under principles of equitable setoff for damages incurred as a result of TSL's alleged breaches.
TSL's counterclaim, filed with the Verified Answer on November 17, 2023, asserts that Northwind's withholding of the Q4 2022 hire was improper and unauthorized. TSL contends that the off-hire provisions of Clause 11, even if they applied to the mechanical incidents, did not authorize Northwind to withhold the full hire for the entire Q4 2022 period. TSL further contends that Northwind's claimed equitable setoff is not available because it represents a unilateral, self-help remedy that the charter-party does not contemplate.
Mr. Stavridis should be prepared to testify about his involvement in TSL's efforts to collect the withheld hire and about any communications between Mr. Stavridis and Viktor Lindgren or other Northwind representatives regarding the hire dispute. Opposing counsel will likely explore whether there were negotiations or demands exchanged between the parties before the lawsuit was filed and whether those communications shed light on the parties' respective understandings of their contractual rights and obligations.
Guidance: Testify that TSL demanded payment of the withheld hire through formal written communications to Northwind during the Q4 2022 period and continuing into 2023. Northwind refused to pay, asserting its right to withhold under the off-hire clause and equitable setoff. TSL believed then, and continues to believe, that Northwind's withholding was improper because the off-hire provisions did not justify withholding the full amount for the entire Q4 2022 period — the vessel was not continuously off-hire during that entire period, and Northwind's unilateral deduction far exceeded any legitimate off-hire entitlement.
If you communicated directly with Viktor Lindgren about the withheld hire, acknowledge those communications and describe them accurately. If the discussions were contentious, characterize them professionally. Do not express bitterness or hostility toward Mr. Lindgren — maintain the tone of a business executive who disagreed with a counterparty's interpretation of a commercial contract.
I. TSL's Financial Condition and Insurance
Opposing counsel may probe TSL's financial condition, insurance arrangements, and lending relationships for several purposes: to assess TSL's ability to satisfy a potential judgment, to evaluate settlement leverage, and to establish facts relevant to damages arguments.
The basic facts of TSL's financial condition are as follows. For fiscal year 2022, TSL reported revenues of approximately $612 million and EBITDA of approximately $98 million. TSL operates a fleet of approximately 34 vessels across the dry bulk, tanker, and container segments. TSL maintains a credit facility with Meridian Capital Bank AG in the amount of $340 million, secured by mortgages on certain vessels in the fleet. The credit facility is governed by a Credit Agreement dated April 1, 2019. Section 8.14 of the Credit Agreement requires TSL to notify Meridian Capital of any material litigation settlement exceeding $5 million — a provision that may be relevant if settlement discussions arise later in this case.
TSL's insurance arrangements include:
• P&I coverage: Oceanus Mutual Protection & Indemnity Club (Bermuda), Policy No. OCE-P&I-2020-TSL-0047, covering third-party liabilities including cargo claims, pollution liability, and collision liability.
• Hull & Machinery insurance: Fortis Marine Underwriters Ltd. (London), Policy No. FMU-HM-2020-4892, covering physical damage to the vessel and related machinery.
• D&O insurance: Castellan Professional Liability Insurers Ltd. (Dublin), covering directors' and officers' personal liability.
TSL's auditor is Lysander & Associates, Chartered Accountants, based in Athens.
Guidance: Opposing counsel may probe TSL's ability to pay a judgment, and questions about financial condition may be framed as relevant to damages or to the enforceability of any eventual judgment. Answer basic questions about TSL's financial condition truthfully, but do not volunteer detailed financial data beyond what is publicly known, has been disclosed in regulatory filings, or has already been produced in discovery. For a privately held company like TSL, the scope of discoverable financial information is subject to proportionality limits, and not all internal financial data need be disclosed in a deposition.
Do not disclose insurance policy limits or coverage positions. TSL takes the position that its insurance policy limits are not discoverable in this litigation, and counsel will assert appropriate objections if such questions are asked. Do not volunteer information about whether TSL's P&I Club or H&M insurer has agreed to indemnify TSL for any portion of Northwind's claims — that is a privileged coverage determination.
Do not discuss communications with the P&I Club or the H&M insurer regarding coverage for this dispute. Such communications, to the extent made in anticipation of litigation and through or at the direction of counsel, are protected by the attorney-client privilege and the work-product doctrine.
Similarly, do not volunteer the existence or terms of the Meridian Capital Credit Agreement's notification provisions. If asked directly about lending relationships, answer generally but do not offer details about specific covenants or notification triggers.
J. Corporate Authority and Decision-Making
Opposing counsel may explore TSL's internal governance and decision-making processes, both to understand how the relevant decisions in this case were made and to lay the groundwork for arguments about the corporate relationship between TSL and Aegean Fortuna Shipholding Ltd.
Mr. Stavridis should be prepared to describe TSL's board composition and governance structure in general terms. TSL is governed by a Board of Directors that includes Mr. Stavridis as Chairman. The Board exercises ultimate authority over significant corporate decisions, including the authorization of litigation, the approval of material transactions, and the establishment of corporate policies.
Opposing counsel will likely ask who authorized the defense of this lawsuit and who has authority to settle claims on behalf of TSL and AFSL. With respect to the authorization of the defense, Mr. Stavridis should confirm that the Board of TSL authorized the engagement of Calderwood & Harkness LLP and the defense of this action. With respect to settlement authority, this is a more sensitive area, and Mr. Stavridis should not speculate about the scope or limits of settlement authority. Settlement authority has not been formally established at this stage of the litigation, and any discussion of settlement parameters would implicate attorney-client privilege and litigation strategy.
The relationship between TSL (the parent company) and Aegean Fortuna Shipholding Ltd. (the vessel-owning subsidiary) will also be explored. Northwind has named both entities as defendants and may argue that TSL bears direct liability as the commercial and technical manager of the vessel, regardless of the formal corporate ownership structure. If asked about the corporate veil between TSL and AFSL, defer to counsel on legal characterizations. You can confirm factual matters — that AFSL is a wholly owned subsidiary of TSL, that AFSL was established as a single-vessel SPV in accordance with standard industry practice, and that TSL provided commercial and technical management services to AFSL — but do not opine on the legal implications of this structure.
Konstantinou & Rizos Law Offices ("K&R") in Athens serves as TSL's Greek counsel and advises on matters of Greek corporate law, including the scope of corporate authority for settlement and dispute resolution. If questions arise about the formalities of Greek corporate governance, you may note that TSL operates under Greek law and that TSL's Greek counsel advises on those matters, without disclosing the substance of K&R's legal advice.
Guidance: Confirm that the Board of TSL authorized the defense of this lawsuit. Do not speculate about settlement authority — if asked whether you have authority to settle this case, state that settlement has not been discussed or decided at this stage of the litigation, and that any settlement would require appropriate corporate authorization, the specifics of which you are not in a position to discuss. Do not disclose the substance of any discussions with K&R regarding Greek corporate authority requirements.
K. Relationship with Northwind
Opposing counsel may explore the broader business relationship between TSL and Northwind, both before and after the execution of the charter-party, as well as Mr. Stavridis's personal relationship with Northwind's President, Viktor Lindgren. These questions serve several purposes: to establish the context in which the charter-party was negotiated, to explore whether there were prior disputes or performance issues that inform the current claims, and to assess whether the parties have any ongoing commercial interests that might influence the resolution of this litigation.
Mr. Stavridis should be prepared to discuss any prior business dealings between TSL and Northwind, including any prior charter-parties, commercial ventures, or other transactions. If the relationship was a positive and productive one before the current dispute arose, it is appropriate to say so, as this tends to support the narrative that TSL acted in good faith and that the events giving rise to this litigation were unexpected departures from a mutually beneficial commercial relationship.
Mr. Stavridis should also be prepared to describe his personal relationship with Viktor Lindgren — whether they are professional acquaintances, social friends, or business partners in other ventures. The nature of the personal relationship may be relevant to the informal communications that occurred between the two men during the charter period and during the early stages of the dispute.
Opposing counsel may also ask about any post-dispute communications between Mr. Stavridis and Northwind principals. If such communications occurred after the filing of the lawsuit, they may be relevant and should be addressed truthfully.
Guidance: Be honest about the business relationship and the personal relationship with Viktor Lindgren. If the relationship was cordial and productive before the dispute, say so. If you socialized with Mr. Lindgren at industry events, acknowledged his family milestones, or otherwise had a friendly relationship, this is not harmful — it humanizes both parties and supports the good-faith narrative.
Do not make disparaging remarks about Northwind or its principals. Even if you feel that Northwind has acted unreasonably in pressing this litigation, this is not the time or place to express that view. A witness who speaks respectfully of the opposing party is always more credible than one who is bitt