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Contract analysis / email-mtd-denied-next-steps.eml
email-mtd-denied-next-steps.eml
High · 2
Medium · 0
Standard · 0
1. Valid termination for Cause under TSA Section 13.1(a)
1. Valid termination for Cause under TSA Section 13.1(a)
2. Unenforceability of the liquidated damages clause as a penalty
High
⚑ Penalty / liquidated damages
2. Unenforceability of the liquidated damages clause as a penalty
3. Failure to mitigate damages
3. Failure to mitigate damages
6. Contributory breach / first-to-breach doctrine
6. Contributory breach / first-to-breach doctrine
10. Consequential damages waiver under TSA Section 15.1
10. Consequential damages waiver under TSA Section 15.1
11. Through 14 — four additional defenses we will detail in the draft circulated for your
High
⚑ Penalty / liquidated damages
11. Through 14 — four additional defenses we will detail in the draft circulated for your review Additionally, we recommend asserting a **counterclaim for declaratory judgment** seeking a declaration that: (a) Stonefield's termination of the TSA was valid and for Cause; (b) no liquidated damages are owed under the TSA; and (c) any material breach of the TSA was committed by Vantor Transportation Solutions, not Stonef