Contract analysis

I. Purpose and Summary of Conclusions This memorandum analyzes the exclusivity provisions of Schedule C to the Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Ref. No. SLG-VTS-2019-0315), entered into between Stonefield Logistics Group Inc. ("Stonefield" or "SLG") as Shipper-Broker, and Vantor Transport Services LLC ("VTS") as Carrier-Provider. The purpose of this analysis is to evaluate w

II. Background A. The TSA and Its Structure The Transportation Services Agreement was executed on March 15, 2019, with an effective date of April 1, 2019, and a stated term running through March 31, 2024, constituting a five-year engagement period. The TSA was drafted by Ashford Meridian LLP, with Lorraine Beckwith, Partner, and Troy Nakamura, Senior Associate, serving as principal drafters on behalf of Stonefield. T

III. Schedule C — Lane Designations and Exclusivity Provisions A. Structure of Schedule C Schedule C to the TSA, entitled "Lane Designations and Exclusivity Provisions," is a six-page document that is organized into three principal sections, each of which plays a distinct role in defining the scope and limitations of the parties' exclusivity arrangements. The structure is as follows:

Section 1 — Definitions. Section 1 defines the key terms used throughout Schedule C, including "Primary Lanes," "Secondary Lanes," "Designated Origin-Destination Pairs," "Lane Table," "Truckload Transportation Services," and "Service Level Obligations" (which cross-references the definitions in Schedule A). These definitions are critical to the exclusivity analysis because they establish the precise scope of the comm

Section 2 — Lane Classifications and Exclusivity. Section 2 is the operative provision for purposes of this memorandum. It is divided into two subsections:

Section 2(a) — Primary Lanes. This subsection identifies the specific Designated Origin-Destination Pairs that constitute Primary Lanes and sets forth the exclusivity obligation applicable to those lanes.

Section 2(b) — Secondary Lanes. This subsection designates all remaining lanes in the Lane Table as Secondary Lanes and expressly provides that no exclusivity obligation applies to any Secondary Lane.

Section 3 — Lane Modifications and Additions. Section 3 establishes the procedures by which either party may propose the addition of new lanes to the Lane Table or the reclassification of existing lanes from Secondary to Primary (or vice versa). Any such modification requires the mutual written agreement of both parties, executed as a formal amendment to Schedule C. B. Primary Lanes — Section 2(a)

Section 2(a) of Schedule C designates specific Designated Origin-Destination Pairs as "Primary Lanes." Although the Lane Table appended to Schedule C numbers all lanes sequentially from Lane 1 through Lane 22, the "Primary Lane" designation applies only to a subset of these entries. Specifically, Section 2(a) provides: "The following Designated Origin-Destination Pairs shall constitute 'Primary Lanes': Lanes 1 throug

Section 2(b) of Schedule C designates all remaining lanes in the Lane Table — that is, Lanes 8 through 22 — as "Secondary Lanes." The relevant provision reads as follows: "Carrier-Provider acknowledges that Shipper-Broker may utilize other carriers, brokers, or transportation providers to service Secondary Lanes at Shipper-Broker's sole discretion. No exclusivity obligation shall apply to any Secondary Lane." The lan

Section 3 of Schedule C establishes the mechanism by which lanes may be added to the Lane Table or reclassified during the TSA term. The provision contemplates two types of modifications: (a) the addition of new Designated Origin-Destination Pairs to the Lane Table, and (b) the reclassification of an existing lane from Secondary to Primary or from Primary to Secondary. In either case, the modification requires a writ

IV. Mapping of Cascade and Briarwood Usage to Lane Classifications A. Information Sources The analysis set forth in this section is based on the following sources of information, which have been reviewed and cross-referenced to the extent currently available: (1) Schedule C Lane Table (attached as Exhibit B to the TSA), which provides the definitive lane numbering and classification for all Designated Origin-Destinat

V. Legal Analysis A. Plain Language of Schedule C Under well-established New York law, contract interpretation begins — and, where the text is clear, ends — with the plain language of the agreement. See Greenfield v. Philles Records, Inc., 98 N.Y.2d 562, 569 (2002) ("A written agreement that is complete, clear and unambiguous on its face must be enforced according to the plain meaning of its terms."); W.W.W. Assocs.,

1. Argument that all numbered lanes (1–14) are "Primary." Vantor may contend that the reference in its Complaint and Amended Complaint to "14 designated origin-destination pairs" means that all fourteen of the first lanes in the Lane Table are designated as Primary Lanes, and that exclusivity therefore extends to Lanes 1 through 14. This argument is flatly inconsistent with the plain text of Schedule C, Section 2(a),

2. Argument of implied exclusivity. Vantor may alternatively argue that the Annual Committed Volume of $43.2 million per year, combined with the parties' course of dealing, created an implied exclusivity obligation that extends across all lanes — including Secondary Lanes. This argument fails for two independent reasons. First, the TSA contains an express exclusivity provision that is limited in scope to Primary Lane

3. Argument of course of dealing. Vantor may argue that Stonefield historically used VTS exclusively on Lanes 8–14 during the first two years of the TSA term (April 2019 through approximately September 2021), and that this historical practice created a course of dealing that effectively modified the contractual terms to impose exclusivity on those lanes. This argument fails under New York law for several reasons. Und

VI. Implications for Litigation Strategy The exclusivity analysis set forth in this memorandum strongly supports Stonefield's position that its engagement of Cascade Freight Systems Inc. and Briarwood Trucking Co. to service Lanes 8 through 14 did not constitute a breach of the TSA's exclusivity provisions. The plain language of Schedule C is clear and dispositive: the exclusivity obligation applies only to Primary L

VII. Recommendations Based on the foregoing analysis, I recommend the following actions:

1. Incorporate the Schedule C lane classification analysis into the Answer and Affirmative Defenses to the Amended Complaint. The Answer should specifically deny that Stonefield breached any exclusivity provision of the TSA and should affirmatively plead that Lanes 8–14 are classified as Secondary Lanes under Schedule C, Section 2(b), and that no exclusivity obligation applies to those lanes. The affirmative defense

2. Prepare targeted discovery requests to Vantor seeking identification of the specific lanes on which Vantor alleges exclusivity was breached. The current Complaint and Amended Complaint are vague as to the specific lanes at issue. Interrogatories should require Vantor to identify, by lane number and Designated Origin-Destination Pair, each lane on which it contends exclusivity was violated, and to state the factual

3. Issue third-party subpoenas duces tecum to Cascade Freight Systems Inc. and Briarwood Trucking Co. These subpoenas should seek all contracts, communications, rate confirmations, load tenders, bills of lading, freight settlement statements, and lane-by-lane freight records related to services provided for or on behalf of Stonefield. The subpoenas should be targeted to elicit lane-specific information that will inde

4. During the deposition of Derek Pruitt (VP, Business Development, Vantor), explore his understanding of the Primary vs. Secondary Lane distinction. Pruitt was the primary relationship manager between Vantor and Stonefield and was involved in the negotiation and ongoing administration of the TSA. His deposition testimony regarding his understanding of the lane classification scheme — and, in particular, whether Vant

5. Coordinate with the pretext/good faith analysis (separate memorandum) regarding the Kirkwood Email. The lane-specific reference in the Kirkwood Email ("Lanes 8–14") is favorable for the exclusivity defense and should be emphasized if the email becomes a focus of Vantor's case. However, the email's reference to "pull[ing] the plug on the whole contract" raises distinct issues regarding pretext and good faith in the

VIII. Exhibits / Attachments Referenced The following exhibits are referenced in this memorandum and are attached hereto or available in the matter file: • Exhibit A: Schedule C to the Transportation Services Agreement (Contract Ref. No. SLG-VTS-2019-0315), including the Lane Table and Sections 1 through 3 (Lane Designations and Exclusivity Provisions). • Exhibit B: Email from Janet Kirkwood (VP, Carrier Relations, S