Contract analysis

I. PURPOSE AND OBJECTIVES OF THE DEPOSITION A. Overview of Derek Pruitt's Role Derek Pruitt currently serves as Vice President, Business Development at Vantor Holdings Corp. ("Vantor"), the parent entity that is the sole member of Vantor Transport Services LLC ("VTS"), the operating subsidiary that was the counterparty to the Transportation Services Agreement ("TSA") with Stonefield Logistics Group Inc. ("Stonefield"

1. Establish Vantor's knowledge of SLO failures. We seek to elicit clear, unambiguous testimony confirming that Vantor/VTS was contemporaneously aware of its own service level deficiencies during the fourth quarter of 2021. The performance data, which has been largely admitted through Vantor's responses to Stonefield's Requests for Admissions, demonstrates that VTS fell materially below every SLO threshold during thi

2. Establish failure to cure. The second objective is to pin down, with specificity, what steps VTS actually took to remediate the identified breaches during the contractual thirty-day cure period running from January 18, 2022 (the date of Stonefield's Cure Notice) through February 17, 2022 (the cure deadline). Pruitt authored the February 14, 2022 response letter on behalf of VTS, in which he asserted that VTS had "

3. Explore the fleet redeployment decision. A central element of Stonefield's defense is the evidence — obtained through court-ordered supplemental production — that VTS unilaterally reassigned approximately 85 tractors from SLG-dedicated lanes to other accounts, principally the Northwind Distribution Co. account, in October 2021. This decision is documented in Sandra Milescu's email to Nikolai Vantorovich dated Nove

4. Undermine Vantor's volume shortfall defense. Vantor has argued throughout this litigation that Stonefield's failure to tender the Annual Committed Volume ("ACV") of $43.2 million contributed to or caused VTS's performance failures. This defense must be dismantled. We need to establish through Pruitt's testimony that VTS's performance failures preceded and were independent of any alleged volume shortfall by Stonefi

5. Expose failure to mitigate. We must probe what efforts, if any, Vantor/VTS undertook after the March 4, 2022 termination to find replacement freight volume. This line of inquiry is particularly important given Vantor's evasive responses to Interrogatory No. 14 regarding mitigation. The freight market in Q1 through Q2 of 2022 was demonstrably robust, with spot rates elevated approximately 35% above historical avera

6. Explore Vantor's damages claims. We need to test Pruitt's understanding of the $95.4 million damages demand, with particular focus on the lost profits component of $18.7 million (which is based on a claimed 12% operating margin that may be significantly inflated relative to VTS's actual performance on the SLG account) and the stranded assets claim of $5.2 million (which is undermined by the evidence that VTS had a

7. Establish communications record regarding pretextual termination allegation. Vantor's Amended Complaint alleges that Stonefield's termination of the TSA was pretextual — that is, that Stonefield terminated the contract not because of genuine performance failures but to avoid paying increased rates under the April 2022 rate adjustment (a 14.3% increase from $2.87 per mile to $3.28 per mile, which would have added a

8. Lock in testimony for summary judgment. The overarching objective is to obtain admissions and testimony that can be cited in support of Stonefield's anticipated motion for summary judgment on the issue of valid termination for Cause under Section 13.1 of the TSA, and to oppose Vantor's damages claims. Pruitt's testimony, combined with the documentary record, should establish that VTS's breaches were material, that

II. BACKGROUND ON THE WITNESS A. Professional Background Derek Pruitt holds the title of Vice President, Business Development at Vantor Holdings Corp. Based on Vantor's interrogatory responses, Pruitt has been employed by Vantor since approximately 2016, giving him roughly seven years of tenure with the company as of the date of this memorandum. Within Vantor's organizational structure, Pruitt reports to Sandra Miles

III. KEY DOCUMENTS FOR EXAMINATION The following documents should be assembled, pre-marked as exhibits, and included in the deposition binders. They are organized by category and are referenced by Bates number where available. For each document, I have identified the specific areas of focus and the purpose for which the document will be used during the examination. A. TSA and Related Contract Documents

1. Transportation Services Agreement (SLG-VTS-2019-0315), dated March 15, 2019. The TSA is the foundational contract document and should be available in its entirety, with the following provisions specifically flagged for use during the deposition: • Section 5.3 (Rate Adjustment Mechanism) — Provides for periodic rate adjustments based on a blended index consisting of 70% diesel fuel index and 30% CPI-U. This provisi

2. Annual Committed Volume. The ACV under the TSA was $43.2 million per year, with a total five-year commitment of $216 million (covering the period from April 1, 2019 through March 31, 2024). This figure is central to multiple lines of inquiry, including the volume shortfall defense, the liquidated damages calculation, and the prorated ACV analysis for CY3. B. Cure Notice and Response

3. Stonefield Cure Notice, dated January 18, 2022 (Bates No. SLG-003214). This notice was sent by Raymond Hess, Director of Contract Compliance at Stonefield, to Sandra Milescu, COO of Vantor. The Cure Notice identifies specific SLO failures in Q4 2021 with the following metrics: • On-time pickup: 78.2% (versus 95% SLO threshold — a shortfall of 16.8 percentage points) • On-time delivery: 81.6% (versus 93% SLO thresh

4. Vantor Response to Cure Notice, dated February 14, 2022 (Bates No. VHC-012847). This letter was authored by Derek Pruitt and addressed to Janet Kirkwood at Stonefield. As described in Section II.B above, the letter acknowledged "operational challenges" but asserted that those challenges were attributable to external causes and claimed that VTS had "substantially cured" the deficiencies. The letter also disputed th

5. Stonefield Termination Letter, dated March 4, 2022 (Bates No. SLG-003318). Sent by Tobias Wren, General Counsel of Stonefield Logistics Group Inc., to Vantor Holdings Corp. and VTS, this letter states that VTS failed to cure the material breaches identified in the Cure Notice within the thirty-day cure period and terminates the TSA effective immediately pursuant to Section 13.1(a). The termination letter is the do

6. Milescu-to-Vantorovich Email, dated November 12, 2021 (Bates No. VHC-008417). This is arguably the single most important document in the case from the perspective of Stonefield's defense. In this email, Sandra Milescu wrote to Nikolai Vantorovich: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January." The email establishes that VTS made a deliberate,

7. VTS Fleet Redeployment Records (Bates Nos. VHC-029001 through VHC-033218). These documents, obtained through the court-ordered supplemental production compelled by Judge Garza's June 9, 2023 order, show that VTS redirected 85 tractors to the Northwind Distribution Co. account beginning in October 2021. The records include fleet assignment logs, driver reassignment notices, and internal dispatch memoranda documenti

8. Pruitt Internal Emails to Milescu and Vantorovich. All communications from Pruitt during Q3 and Q4 of 2021 regarding VTS's capacity issues on the SLG account should be reviewed and potentially used during the deposition. The Vantor document production should be reviewed to identify specific emails in which Pruitt raised, discussed, or was informed about fleet capacity reductions on the SLG account. Any such docume

9. VTS Q4 2021 Performance Report (Bates No. VHC-005932). This internal VTS document contains VTS's own tabulation of its performance metrics for Q4 2021, showing actual metrics materially below SLO thresholds across all five categories. The report is significant because it demonstrates that VTS had its own internal documentation of its performance failures — independent of and consistent with the data cited in Stone

10. Kirkwood-to-Medina Email, dated September 22, 2021 (Bates No. SLG-018742). In this email, Janet Kirkwood wrote to Carlos Medina, Stonefield's Director of Transportation: "VTS is a mess. We're already moving volume to Cascade and Briarwood on Lanes 8–14. If VTS doesn't get its act together by Q1 I think we pull the plug on the whole contract." This email requires careful handling. It is a Stonefield internal commu

11. Rate Adjustment Memo, dated February 2022 (Bates No. SLG-022105). This internal Stonefield document, prepared by Ashford Meridian LLP, analyzes the anticipated April 2022 rate adjustment under Section 5.3 of the TSA. The analysis shows that the rate adjustment mechanism would have increased per-mile rates from $2.87 to $3.28, a 14.3% increase, adding approximately $6.2 million in annual transportation costs to St

12. Stonefield Tender Data — CY1 through CY3. The following records detail Stonefield's actual volume tenders by contract year, and they are essential to rebutting Vantor's volume shortfall defense: • CY1 (April 2019 – March 2020): Stonefield's tenders were at or above the ACV of $43.2 million. This period is largely undisputed and demonstrates that Stonefield was a compliant contracting party during the first full y

13. Vantor FY 2021 and FY 2022 Financial Data. Vantor's total revenue declined from approximately $385 million in FY 2021 to approximately $310 million in FY 2022, a decline of approximately $75 million. The SLG contract's ACV was $43.2 million, meaning the revenue decline exceeds the value of the SLG contract by approximately $31.8 million. This discrepancy suggests that a significant portion of Vantor's revenue dec

14. Any Vantor documents related to efforts to replace SLG volume post-March 2022. Vantor's evasive responses to Interrogatory No. 14 regarding mitigation efforts are a central concern. The document production should be reviewed for any evidence of outreach to potential new customers, engagement of freight brokers, participation in industry events, responses to shipper RFPs, or other affirmative steps to find replace

15. Freight market data for Q1–Q2 2022. Market data (which may be sourced from publicly available indices such as DAT and Truckstop or from our expert's report) should be available for reference during the deposition. The data shows that spot rates in Q1 and Q2 of 2022 were elevated approximately 35% above historical averages, reflecting continued post-pandemic supply chain disruptions and strong freight demand. This

16. Vantor's claimed stranded assets ($5.2 million). Documents regarding tractors and trailers that Vantor claims were acquired specifically for the SLG contract should be assembled, along with relevant depreciation schedules and lease termination records. This claim is directly undermined by the evidence that VTS had already redeployed 85 tractors from SLG-dedicated lanes to the Northwind account before the terminat

17. Vantor workforce reduction records ($2.87 million). Vantor claims $2.87 million in severance and unemployment costs associated with the termination of approximately 180 drivers and support staff following the March 4, 2022 termination. Documents relevant to the timing, scope, and circumstances of these terminations should be available for reference. Key questions include when the layoffs occurred relative to the

18. Vantor Demand Letter, dated April 8, 2022. This letter, which contained the $95.4 million damages demand, was sent by Harrison Caldwell of Caldwell Royce & Shapiro LLP on behalf of Vantor. We need to determine the extent of Pruitt's involvement in formulating the demand amount, whether he provided underlying data or assumptions to Vantor's counsel, and whether he reviewed or approved the demand letter before it w

19. Trask Greystone Expert Report, served May 15, 2023. The expert report prepared by Dr. Philip Trask of Trask Greystone & Associates sets forth a damages analysis totaling $95.4 million, broken down as follows: • Liquidated damages: $67.23 million ($64.8 million for two full remaining years plus $2.43 million for the partial year — computed as 75% × $43.2 million ACV × 2.0 years, plus prorated) • Lost profits: $18.

IV. PROPOSED LINES OF QUESTIONING — TOPIC-BY-TOPIC OUTLINE The following sets forth proposed lines of questioning organized by topic, with estimated time allocations. The total estimated time for substantive examination is approximately four and a half to five and a half hours, leaving a buffer of approximately one and a half to two and a half hours for follow-up, unexpected areas of inquiry, and any breaks required

1. Confirm Pruitt's current title (Vice President, Business Development), his reporting structure (reports to Sandra Milescu, COO, and/or Nikolai Vantorovich, CEO and Founder), and his approximate tenure at Vantor (since approximately 2016).

2. Establish a general description of Vantor Holdings Corp. and the relationship between Vantor Holdings Corp. and Vantor Transport Services LLC. VTS is the wholly owned operating subsidiary of Vantor Holdings Corp.; Vantor Holdings Corp. is the sole member of VTS. VTS is the entity that actually performed transportation services under the TSA and was a signatory counterparty to the agreement alongside Stonefield. Un

3. Describe VTS's business in broad terms: VTS is an asset-based and asset-light trucking company that also provides warehousing and regional distribution services. At the time of the events at issue, VTS operated a fleet of approximately 650 owned tractors and 2,100 trailers, with operations concentrated primarily in the Northeast and Mid-Atlantic corridors. VTS employed approximately 1,900 people, including approxi

4. Establish Pruitt's specific role in managing customer relationships, with particular emphasis on his role as the primary relationship manager for the Stonefield account. How many other accounts did Pruitt manage concurrently? How much of his time was devoted to the Stonefield relationship? Did he have direct reports who assisted with the SLG account?

5. Identify Pruitt's superiors, peers, and subordinates who were relevant to the SLG account. In particular, identify the key personnel at VTS who had operational responsibilities for the SLG-dedicated fleet, dispatching, and driver management. This information will be useful for identifying any additional witnesses whose depositions may be warranted. B. The TSA and the Stonefield Relationship (Estimated: 30–40 minut

1. Walk through Pruitt's role in negotiating the TSA. The TSA was executed on March 15, 2019, with a commencement date of April 1, 2019. Who else was involved from the Vantor/VTS side of the negotiations? Confirm the involvement of Sandra Milescu and Nikolai Vantorovich. Who from Stonefield participated? Confirm the involvement of Janet Kirkwood and identify any other Stonefield personnel. Confirm that Stonefield's c

2. Walk through the key commercial terms of the TSA, testing Pruitt's understanding of each: • Term: Five years, from April 1, 2019 through March 31, 2024. • Annual Committed Volume: $43.2 million per year, with a total commitment of $216 million over the five-year term. Was the ACV a floor, a ceiling, or a target? What was Pruitt's understanding of Stonefield's obligations if it failed to meet the ACV in a given yea

3. Why did VTS agree to the SLO thresholds? Were they based on VTS's historical performance? Were they considered industry-standard for an asset-based carrier of VTS's size? Did VTS conduct any internal analysis of its ability to meet the SLO thresholds before agreeing to them?

4. Establish the frequency and nature of business reviews or performance meetings between Pruitt and Kirkwood during the course of the TSA. Were there quarterly business reviews? Monthly performance calls? Were performance metrics reviewed at these meetings? Were meeting minutes or notes maintained? Establish that Pruitt was regularly apprised of VTS's performance against the SLO thresholds, not just in Q4 2021 but t

1. When did Pruitt first become aware that VTS was falling below SLO thresholds? This is a foundational question. The goal is to establish that VTS's performance problems did not emerge suddenly in Q4 2021 but rather developed over a period of months. Probe whether there were warning signs in Q2 or Q3 of 2021. Were there complaints from Stonefield prior to the formal Cure Notice? Did Pruitt observe declining metrics

2. On-time pickup rate. VTS's on-time pickup rate in Q4 2021 was 78.2%, against an SLO threshold of 95%. This represents a shortfall of 16.8 percentage points — not a marginal miss but a dramatic underperformance. When did Pruitt first become aware that the on-time pickup rate was declining? What steps, if any, did he take to address it? Did he raise the issue with Milescu or Vantorovich? Did he communicate with Kirk

3. On-time delivery rate. VTS's on-time delivery rate in Q4 2021 was 81.6%, against an SLO threshold of 93% — a shortfall of 11.4 percentage points. The same line of questioning applies: when did Pruitt learn of the decline, what did he do, and was the deterioration gradual or sudden?

4. Tender acceptance rate. VTS's tender acceptance rate in Q4 2021 was 71.4%, against an SLO threshold of 90% — a shortfall of 18.6 percentage points. This means VTS was rejecting nearly thirty percent of Stonefield's tenders. This metric is particularly significant because tender rejections are a direct reflection of fleet capacity constraints. If VTS did not have enough tractors available to accept Stonefield's ten

5. Equipment availability. VTS's equipment availability in Q4 2021 was approximately 62% of its committed fleet — approximately 248 tractors available versus 400 committed. This is the most critical SLO metric for purposes of the fleet redeployment issue. VTS had committed to maintaining 400 tractors available for the SLG account. Only 248 were actually available. Eighty-five tractors had been reassigned to Northwind

6. Cargo claims. Sixteen claims were filed in November and December 2021, totaling $387,400 in claimed damages, resulting in a cargo claims ratio of 1.07% — more than double the 0.5% SLO threshold. What was Pruitt's awareness of the cargo claims issue? Were the claims investigated? Were any denied? Did Pruitt discuss the claims with Kirkwood or Hess? The February 14, 2022 cure response letter disputed the cargo claim

7. Section 7.4 — Substitute equipment and surge capacity obligations. The TSA required VTS to provide substitute equipment or surge capacity in the event of fleet shortfalls. Stonefield's Cure Notice specifically cited chronic failure to comply with this obligation. Did VTS ever provide substitute equipment or surge capacity to Stonefield? If so, when and in what quantities? If not, why not? Did Pruitt take any steps

8. VTS Q4 2021 Performance Report (Bates No. VHC-005932). Show this document to Pruitt during the deposition. Confirm his familiarity with it. Did he review it when it was prepared? Did he contribute data or analysis to it? Was the report discussed at any management meetings or performance review sessions? Establish that the metrics reflected in VTS's own internal report are consistent with those cited in Stonefield'

1. Milescu email of November 12, 2021 (Bates No. VHC-008417). Present this document to Pruitt. Read the key language into the record: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January." • Was Pruitt copied on this email? (Check the header carefully.) • If he was not copied, when did he first learn of the email's existence? Was it during the course of

2. Northwind Distribution Co. reassignment. The supplemental production documents (Bates Nos. VHC-029001 through VHC-033218) establish that VTS redirected the 85 tractors to the Northwind Distribution Co. account beginning in October 2021. • Was Pruitt aware of VTS's relationship with Northwind Distribution Co.? Was he involved in managing that account? • Did anyone at VTS inform Stonefield that tractors were being r

3. Impact on SLO performance. Establish the causal link between the removal of 85 tractors from SLG-dedicated lanes and the equipment availability collapse. Before the reassignment, VTS had approximately 333 tractors available for the SLG account (400 committed minus approximately 67 lost to other factors such as maintenance and driver attrition). After the reassignment, available tractors fell to approximately 248 —

4. Was the reassignment "temporary"? In preparation for Sandra Milescu's deposition (currently scheduled for August 4, 2023), we should anticipate that Milescu may characterize the reassignment as a temporary measure intended to address short-term capacity needs on the Northwind account, with the expectation that the tractors would be returned to SLG-dedicated lanes in due course. We need to test whether Pruitt's tes

5. Characterize the decision as VTS's unilateral, undisclosed material breach. By the conclusion of this line of questioning, we should have locked in testimony establishing that: (a) VTS made a deliberate decision to reassign 85 tractors from SLG-dedicated lanes to the Northwind account; (b) VTS did not notify Stonefield of this decision; (c) the decision was driven by VTS's own commercial interests, not by any acti

1. Pruitt's knowledge of Stonefield's actual tender volumes. Walk through each contract year: • CY1 (April 2019 – March 2020): Does Pruitt agree that Stonefield's tenders were at or above the ACV of $43.2 million during CY1? This period is expected to be undisputed. • CY2 (April 2020 – March 2021): Does Pruitt acknowledge that Stonefield's actual tenders totaled $31.8 million? Is he aware that this figure includes th

2. Force majeure — COVID-19. Test Pruitt's knowledge of and position on the force majeure invocation: • Is Pruitt aware that Stonefield invoked force majeure under Section 12.1 of the TSA for the period of April through September 2020? • Does he agree that the COVID-19 pandemic materially impacted freight demand across the transportation industry during that period? • Did VTS dispute the force majeure invocation at t

3. CY3 shortfall allegation. Vantor's Amended Complaint alleges that Stonefield fell $6.7 million short of the ACV in CY3, computed as $43.2 million (full-year ACV) minus $36.5 million (actual tenders through January 2022). This calculation is fundamentally flawed because it compares a partial year of actual performance against a full year of commitments: • Does Pruitt understand that CY3 was only ten months complete

4. Causation challenge. Even assuming some volume shortfall existed (which we dispute), the critical question is whether that shortfall caused VTS to pull 85 tractors off the SLG account. The evidence demonstrates that it did not — the fleet reassignment was driven by VTS's commercial priorities, specifically its desire to serve the Northwind account: • The fleet redeployment occurred in October 2021, during a period

5. Diversion to spot market carriers. Pruitt's February 14, 2022 cure response letter alleges that Stonefield diverted volume to "lower-cost spot market carriers." This allegation forms part of Vantor's narrative that Stonefield was responsible for VTS's performance problems. We must test the factual basis for this claim: • What specific carriers is Pruitt referring to? Establish that the carriers were Cascade Freigh

1. Receipt of the Cure Notice (January 18, 2022). The Cure Notice was sent by Raymond Hess to Sandra Milescu — establish when Pruitt first saw it. Was it forwarded to him by Milescu? By someone else? How quickly after it was received did Pruitt become aware of its contents? • Did Pruitt consider the Cure Notice to be sufficiently specific under Section 13.2's "reasonable particularity" standard? If not, why didn't VT

2. Pruitt's February 14, 2022 response letter (Bates No. VHC-012847). Pruitt authored this letter. It should be walked through paragraph by paragraph during the deposition: • Pruitt acknowledged "operational challenges" in the letter. What specifically did he mean by "operational challenges"? Is this a euphemism for the SLO failures identified in the Cure Notice? • Pruitt asserted that VTS had "substantially cured" t