Contract analysis

I. EXECUTIVE SUMMARY Calderwood & Harkness LLP ("C&H" or "the Firm") was retained by Crestline Packaging Solutions LLC ("CPS" or "Crestline") effective June 1, 2021 (Matter No. 1006-00005) to pursue recovery of $1,847,632.19 in freight invoice overcharges against Ridgeway Freight Services Inc. ("Ridgeway"). This memorandum sets forth our preliminary assessment of the relevant facts, applicable law, claims, anticipate

II. FACTUAL BACKGROUND A. The Parties

1. Crestline Packaging Solutions LLC (Plaintiff / Client). Crestline Packaging Solutions LLC is an Ohio limited liability company with its principal place of business at 4500 Needmore Road, Dayton, Ohio 45424. CPS operates in the specialty packaging manufacturing sector, with core competencies in corrugated packaging, specialty industrial chemical coatings, and chemical barrier films serving the food, pharmaceutical,

2. Ridgeway Freight Services Inc. (Defendant / Counterparty). Ridgeway Freight Services Inc. is a Texas corporation with its headquarters at 7200 East Lancaster Avenue, Fort Worth, Texas 76112. Ridgeway operates as a third-party logistics provider, offering full truckload ("FTL") and less-than-truckload ("LTL") freight brokerage and carriage services. Its primary service territory encompasses the southern United Stat

III. APPLICABLE LAW (TEXAS) The MTSA designates Texas law as the governing law (§14.3). This section sets forth the legal framework applicable to CPS's claims and analyzes the strength of each cause of action. A. Breach of Contract Under Texas law, the elements of a breach of contract claim are: (1) the existence of a valid contract; (2) performance or tendered performance by the plaintiff; (3) breach by the defendan

IV. ANTICIPATED DEFENSES Based on Ridgeway's pre-suit communications and our analysis of the factual record, we anticipate the following principal defenses. A. Oral Modification As discussed in Section III.B above, Ridgeway is likely to assert that CPS orally agreed to adjusted rates during the course of the business relationship. In its March 12, 2021 settlement correspondence, Ridgeway referenced "authorized rate a

V. DAMAGES ANALYSIS (PRELIMINARY) The following table summarizes our preliminary assessment of CPS's potential damages recovery: Contractual Interest. MTSA §10.3 provides for interest at 1.5% per month on overdue amounts. Because the overcharges constitute amounts improperly collected by Ridgeway, the corresponding overpayments represent amounts that are "overdue" to CPS from the date of each respective payment. We h

VI. RECOMMENDED STRATEGY Based on the foregoing analysis, we recommend the following six-part litigation strategy.

1. Pre-Suit Demand We recommend issuing a detailed pre-suit demand letter addressed to Raymond Calder, CEO of Ridgeway, with a copy to Ridgeway's counsel (Marcus T. Hogue at Bartlett, Hogue & Sinclair LLP). The demand letter should: (a) Set forth CPS's claims in detail, including a description of each of the four categories of overcharges and the supporting documentation; (b) Demand full repayment of the overcharge p

2. Retain Forensic Accountant We recommend engaging a forensic accounting firm to independently verify CPS's internal audit findings and prepare an expert report suitable for use in litigation. An independent verification is essential for several reasons: it will insulate CPS against challenges to the reliability and objectivity of its internal audit; it will provide the foundation for expert testimony at trial; it w

3. File Suit If the pre-suit demand is rejected or does not produce a satisfactory resolution — which we consider the likely outcome based on Ridgeway's posture in pre-suit negotiations — we recommend filing an Original Petition in the 342nd Judicial District Court, Tarrant County, Texas, consistent with the forum selection clause at MTSA §14.4. The Original Petition will assert the following causes of action: (a) Br

4. Aggressive discovery Following the filing of the Original Petition, we will serve comprehensive written discovery targeting the documents, communications, and data necessary to prove CPS's claims and to foreclose Ridgeway's anticipated defenses. Specifically, we will serve interrogatories and requests for production seeking: (a) Ridgeway's internal billing records and rate files for the CPS account, including all

5. Mediation / Settlement Posture We should be prepared for either court-ordered or voluntary mediation, which is common in Tarrant County commercial litigation. CPS's strong factual and legal position — particularly if discovery yields evidence of intentional rate inflation — should produce a favorable settlement outcome. We recommend discussing the settlement floor with CPS's leadership and the Pinnacle Ridge team

6. Target Resolution Timeline Based on the current posture of the matter and the procedural framework applicable in Tarrant County, we estimate that this matter can be resolved within six to nine months, either through settlement or early dispositive motion. The key milestones are as follows: We will keep CPS's leadership and in-house counsel informed of all material developments and will provide monthly status repor

VII. BUDGET ESTIMATE Based on the foregoing analysis and our assessment of the likely course of this litigation, we estimate total fees and expenses in the range of $250,000 to $400,000, depending on the following variables: • The extent and contentiousness of discovery, including the number of depositions required and the degree to which Ridgeway resists production of relevant documents; • Whether dispositive motion

VIII. CONCLUSION Based on our initial review of the facts, the governing contract, the applicable law, and the anticipated defenses, it is our assessment that CPS has strong claims against Ridgeway, supported by documented, quantifiable overcharges totaling $1,847,632.19. The principal areas of strength and our key conclusions are summarized as follows: Breach of Contract. The primary claim for breach of contract is

1. Preparation and issuance of a pre-suit demand letter to Raymond Calder at Ridgeway, targeted for the week of June 14, 2021; and

2. Engagement of Meridian Forensic Accounting Group LLC (Nathan Crowley, CPA, CFF) to conduct an independent verification of CPS's internal audit findings, at an estimated cost of $40,000 to $55,000. We are prepared to discuss this memorandum and the recommended strategy at your earliest convenience and will begin preparing the pre-suit demand letter and Original Petition upon receiving authorization to proceed. This