Contract analysis

From: Patrick Gallagher <pgallagher@calderwoodharkness.com> To: Tobias Wren <twren@stonefieldlogistics.com> Cc: Simone Laroche <slaroche@calderwoodharkness.com> Date: Mon, 07 Aug 2023 09:47:00 -0000 Subject: Milescu Deposition — Key Takeaways [PRIVILEGED & CONFIDENTIAL — ATTORNEY-CLIENT COMMUNICATION / WORK PRODUCT]

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*Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)* *C&H Matter No. 1012-00005*

Sandra Milescu (COO, Vantor Holdings Corp. / Vantor Transportation Solutions) was deposed on Friday, August 4 for approximately seven hours. The deposition produced several important admissions that, in my view, significantly strengthen Stonefield's defense across multiple fronts. I wanted to flag the key takeaways now while Simone Laroche prepares the full deposition summary memo, which we expect to circulate within

**1. The 85-Tractor Reassignment Admission**

Milescu confirmed under oath that VTS reassigned approximately 85 tractors off the Stonefield dedicated lanes in October 2021. She identified that these tractors were redirected to the Northwind Distribution Co. account. This reassignment reduced VTS's available fleet for Stonefield from the contractually committed 400 tractors down to approximately 248 — only 62% of the committed fleet capacity, well below the 85% e

Critically, Milescu could not explain why Stonefield was not notified of this reassignment. She testified that no written or verbal notice was provided to SLG.

This testimony directly corroborates the November 12, 2021 internal email (VHC-008417) from Milescu to Nikolai Vantorovich stating: *"We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."* (Previously analyzed in the May 14, 2023 memo circulated to this group.)

This is extremely helpful. It demonstrates intentional, undisclosed breach by VTS and directly undermines Vantor's central narrative that VTS's performance deficiencies were caused by Stonefield's volume shortfalls.

**2. "Temporary" and "Commercial Necessity" Characterization**

Milescu attempted to characterize the reassignment as "temporary" and driven by "commercial necessity" due to what she described as SLG's volume shortfalls. However, she could not identify a specific date on which the tractors were returned to SLG service. The Q4 2021 performance data confirms they were not returned before the Cure Notice was issued on January 18, 2022. This substantially undermines the "temporary" c

**3. Failure to Dispute Performance Metrics**

Milescu acknowledged awareness that VTS's Q4 2021 performance metrics had fallen below the SLO thresholds. She did not dispute the specific figures cited in the Cure Notice:

- On-time pickup: 78.2% (vs. 95% SLO) - On-time delivery: 81.6% (vs. 93% SLO) - Tender acceptance: 71.4% (vs. 90% SLO)

This is consistent with Raymond Hess's deposition testimony (July 27, 2023) that the metrics were derived from VTS's own Carrier Performance Portal data and were not disputed in Vantor's February 14, 2022 cure response.

Milescu's testimony regarding what VTS actually did during the 30-day cure period (January 18 – February 17, 2022) was notably vague. She referenced "internal discussions" and "operational adjustments" but could not point to any specific remedial actions taken to restore fleet capacity or bring performance metrics back into compliance with the SLOs. This supports Stonefield's position that the breach was not cured wi

**5. Mitigation Efforts (or Lack Thereof)**

Consistent with Derek Pruitt's deposition testimony (July 10, 2023), Milescu could not identify specific or meaningful steps that Vantor or VTS took after the March 4, 2022 termination to replace the Stonefield volume. This remains significant for our failure-to-mitigate defense, particularly given the robust freight market conditions in Q1–Q2 2022.

In my view, the Milescu deposition is the strongest piece of evidence obtained through the deposition program to date. The 85-tractor reassignment admission, combined with the November 12 email, provides a powerful factual foundation for both the valid termination-for-Cause defense and the first-to-breach doctrine argument: VTS committed the first material breach by unilaterally reducing fleet capacity in October 202

This evidence will be central to our anticipated summary judgment motion. On that front, Dr. Evelyn Rosser and Michael Chung at Kensington Analytics have already been provided the relevant deposition transcript excerpts for incorporation into the rebuttal expert report, which remains on track for service by the August 25 deadline.

- Simone is preparing the full deposition summary and will circulate within the week. - The Vantorovich deposition is scheduled for August 18. I intend to probe his knowledge of the fleet reassignment decision and the November 12 email — we need to establish how far up the decision chain this went and whether he directed or approved the reassignment. - Dr. Rosser's rebuttal expert report remains on track for service

Happy to schedule a call later this week to discuss any of the above in greater detail. Tobias, please feel free to share this with Marcus Denton as you see fit, subject to the privilege and confidentiality designations noted below.

Patrick Gallagher Associate Calderwood Harkness LLP 1585 Broadway, 34th Floor New York, NY 10036 (212) 554-8023 | pgallagher@calderwoodharkness.com

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