Contract analysis

I. INTRODUCTION Plaintiff Crestline Packaging Solutions LLC ("CPS" or "Plaintiff") respectfully submits this confidential Mediation Position Statement to Judge (Ret.) Constance Farr in advance of the mediation session scheduled for November 18, 2021, in the above-referenced matter. This Statement is intended to provide the Mediator with a thorough understanding of the facts, the legal issues, the parties' respective

II. SUMMARY OF THE DISPUTE A. The Parties Crestline Packaging Solutions LLC is an Ohio limited liability company headquartered at 4500 Needmore Road, Dayton, Ohio 45424. CPS is a specialty packaging manufacturer and industrial chemical coatings producer that serves customers across a wide range of industries, including automotive, aerospace, consumer products, and industrial manufacturing. CPS reported annual revenue

1. Breach of Contract — Ridgeway breached the MTSA by invoicing and collecting amounts in excess of the contractual rate schedules.

2. Money Had and Received — Ridgeway received and retained money belonging in equity and good conscience to CPS.

3. Common-Law Fraud — Ridgeway, through its officers and employees, knowingly and intentionally submitted false invoices to CPS and made material misrepresentations regarding the basis for charges, with the intent to induce CPS to pay amounts not owed under the MTSA.

4. Unjust Enrichment — Ridgeway was unjustly enriched by its receipt and retention of $1,847,632.19 in overpayments. Ridgeway has asserted a counterclaim for $340,000 in alleged lost profits resulting from CPS's early termination of the MTSA. As discussed in detail in Section IV.D below, this counterclaim is meritless.

III. PROCEDURAL HISTORY The following procedural history provides the Mediator with context for the current posture of the case and the development of the evidentiary record. October 2020: Patricia Sung, CPS's Vice President of Supply Chain & Logistics, flagged rate discrepancies on certain Ridgeway invoices during CPS's routine third-quarter 2020 budget review. Ms. Sung noted that actual freight costs for certain hi

IV. CPS'S POSITION OF STRENGTH A. The Overcharges Are Incontrovertible The overcharges at the heart of this case are not a matter of interpretation, subjective accounting judgment, or reasonable disagreement between the parties about the meaning of contract terms. They are a matter of arithmetic — straightforward calculations that compare the rates actually charged by Ridgeway on each invoice against the rates establ

1. Oral Modification Defense — Fatally Undermined. Ridgeway's principal defense has been that the rate adjustments reflected in the disputed invoices were "discussed and agreed to verbally between Ridgeway's operations team and CPS's logistics personnel." This defense is Ridgeway's sole substantive response to the overcharge claims. It fails on multiple independent grounds. The MTSA bars oral modifications. Section 1

2. Waiver / Estoppel Defense — Meritless. Ridgeway has argued that CPS waived its right to dispute the invoiced amounts by paying Ridgeway's invoices without timely objection over a period of many months. This defense is without merit. CPS identified the overcharges during its Q3 2020 budget review and promptly commenced a systematic internal audit to quantify the scope of the problem. Upon completion of that audit,

3. Statute of Limitations — Inapplicable. Ridgeway's statute of limitations defense is equally meritless. Texas's four-year statute of limitations for breach of contract, codified at Texas Civil Practice & Remedies Code §16.004, and the four-year statute of limitations for fraud claims are the applicable limitations periods. The earliest overcharge at issue in this case occurred in February 2019. CPS filed its Origin

V. DAMAGES EXPOSURE FOR RIDGEWAY AT TRIAL CPS respectfully urges the Mediator to ensure that Ridgeway and its counsel fully appreciate the magnitude of Ridgeway's financial exposure if this case proceeds to trial. The table below summarizes CPS's assessment of Ridgeway's potential liability: Several aspects of this exposure warrant emphasis. First, the Whitford emails significantly increase the likelihood of a jury a

VI. CPS'S SETTLEMENT POSITION CPS is prepared to resolve this matter at mediation in a single session on November 18, 2021. CPS approaches this mediation in good faith, with the authority and desire to conclude a binding settlement agreement if terms acceptable to both parties can be reached. CPS has strong incentives to settle this matter. A negotiated resolution would eliminate the continued litigation costs associ

VII. CONCLUSION CPS respectfully submits that the record in this case — the forensic accounting analysis, the Whitford emails, the declarations of CPS's senior executives, and Ridgeway's failure to substantiate any of its defenses — points overwhelmingly in one direction. CPS summarizes its position as follows:

1. CPS has a virtually airtight breach-of-contract claim supported by an independent forensic analysis that has verified, invoice by invoice, overcharges totaling $1,847,632.19 across 9,843 invoices and four discrete categories of overbilling.

2. CPS has strong common-law fraud claims bolstered by newly discovered documentary evidence — the Whitford emails — that establish intentional, systematic overbilling and deliberate concealment of that overbilling from CPS.

3. CPS has a clear path to recovery of attorneys' fees under Texas Civil Practice & Remedies Code §38.001, which provides for the recovery of reasonable attorneys' fees by the prevailing party in a breach-of-contract action.

4. Ridgeway's defenses — oral modification, waiver, estoppel, and statute of limitations — have collapsed, particularly in light of the Whitford emails and the MTSA's express no-oral-modification clause. Ridgeway has no viable defense to CPS's breach-of-contract claim and no credible answer to CPS's fraud claim.

5. Ridgeway faces total trial exposure exceeding $6.2 million, including up to $3,695,264.38 in exemplary damages that a jury would be permitted to award under Texas law upon proof of fraud by clear and convincing evidence — a standard that the Whitford emails readily satisfy.

6. Ridgeway's counterclaim for $340,000 in lost profits is meritless. CPS terminated the MTSA for cause based on Ridgeway's material breach, and Ridgeway has produced no credible calculation of its alleged damages. This counterclaim should be withdrawn as part of any mediated resolution. CPS urges Ridgeway and its counsel to approach this mediation realistically and to recognize that the evidentiary record — particul