Contract analysis

I. Deposition Overview Witness: Sandra Milescu, Chief Operating Officer, Vantor Holdings Corp. and Vantor Transport Services LLC Date of Deposition: August 4, 2023 Location: Offices of Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, New York 10006 Duration: Approximately seven (7) hours (full day session; commenced at approximately 10:00 a.m. and concluded at approximately 5:30 p.m., with a one-h

II. Witness Background and Role A. Professional Background Milescu testified that she has served as the Chief Operating Officer of Vantor Holdings Corp. since 2016 and has simultaneously served as the senior operational officer for Vantor Transport Services LLC since VTS's formation as a wholly-owned operating subsidiary of Vantor Holdings Corp. She holds this role on a full-time basis and is principally responsible

III. Fleet Redeployment — The Central Issue A. The November 12, 2021 Email (VHC-008417) This line of examination constituted the most significant and consequential portion of the deposition. Gallagher spent approximately ninety (90) minutes examining Milescu on the November 12, 2021 email and the surrounding fleet redeployment decisions, and the testimony elicited during this segment produced the most damaging admiss

1. Milescu confirmed that she authored the email and that it was sent on November 12, 2021, to Nikolai Vantorovich in his capacity as CEO of Vantor Holdings Corp.

2. She confirmed that the reference to "85 tractors" referred to eighty-five (85) tractor units that had been assigned to the Stonefield dedicated fleet under the TSA and were being used to service Stonefield's designated lanes.

3. She confirmed that the referenced tractors were reassigned — i.e., physically redeployed from Stonefield-designated lanes — to serve a different customer account, and that this reassignment was an affirmative operational decision, not a consequence of equipment failure, accident, or other involuntary event.

4. When pressed by Gallagher on the identity of the "[redacted]" customer referenced in the email, Milescu identified the customer as Northwind Distribution Co., a regional distribution company with operations in the Northeast corridor. She testified that Northwind was an existing VTS customer with a separate transportation services contract.

5. She confirmed that the reassignment of the 85 tractors occurred in October 2021, approximately one month before the date of the email itself, with the redeployment taking place over a period of approximately two weeks in early-to-mid October 2021.

6. She acknowledged that the reassignment reduced VTS's available fleet capacity for the Stonefield account from approximately 333 tractors — itself already below the 400-tractor commitment under the TSA — to approximately 248 tractors. This represented only approximately 62% of the 400-tractor fleet capacity commitment set forth in the TSA, a shortfall of 152 tractors or 38 percentage points below the contractual co

IV. Q4 2021 Service Level Performance A. Acknowledgment of Performance Failures Milescu was shown VTS's internal Q4 2021 Performance Report, which was marked as Exhibit 11. This document is an internally generated report produced by VTS's operations analytics group and was circulated to senior VTS management, including Milescu, Pruitt, and Vantorovich. Milescu confirmed that she had seen the report prior to the depos

1. Nationwide driver shortage. Milescu testified that VTS was unable to recruit and retain sufficient qualified drivers throughout 2021. She described the driver shortage as an industry-wide phenomenon affecting all major carriers and stated that VTS's driver turnover exceeded 85% on an annualized basis during 2021. She testified that the driver shortage affected VTS's ability to staff its fleet at full capacity, res

2. Stonefield's volume shortfalls. Milescu reiterated her position that Stonefield failed to tender the full Annual Committed Volume of $43.2 million under the TSA, which she claimed reduced VTS's revenue on the SLG account and rendered it economically infeasible for VTS to maintain the full 400-tractor fleet commitment. She characterized Stonefield's volume performance as a material contributing factor to VTS's inab

3. Supply chain disruptions. Milescu referenced general supply chain and equipment availability issues that affected the transportation industry throughout 2021, including delays in the delivery of new equipment, shortages of replacement parts, and extended equipment downtime due to supply chain bottlenecks. She testified that these disruptions reduced VTS's effective fleet capacity across all customer accounts. Nota

V. Cure Notice and Cure Period A. Receipt and Response Milescu confirmed that she received the Cure Notice dated January 18, 2022, which was issued by Raymond Hess, Director of Contract Compliance at Stonefield Logistics Group Inc. The Cure Notice was addressed directly to Milescu at VTS's principal offices and was transmitted by both email and certified mail. Milescu testified that she reviewed the Cure Notice upon

VI. Stonefield Volume Shortfalls — Milescu's Testimony A. Contract Year 2 (April 2020 – March 2021) Milescu testified at some length regarding Stonefield's volume performance during Contract Year 2, which she characterized as a period of significant underperformance by Stonefield against its ACV commitment of $43.2 million. She testified that Stonefield tendered "significantly less" than the ACV during this period an

VII. Freight Diversion by Stonefield A. Knowledge of Alternative Carriers Milescu testified that she became aware during mid-to-late 2021 that Stonefield was using alternative carriers, including Cascade Freight Systems Inc. and Briarwood Trucking Co., for certain transportation lanes. She stated that VTS learned of this through "driver reports" — i.e., reports from VTS drivers who observed Cascade and Briarwood equi

VIII. Termination and Post-Termination Period A. Receipt of Termination Letter Milescu confirmed that she was aware of the termination letter dated March 4, 2022, which was sent by Tobias Wren, General Counsel of Stonefield Logistics Group Inc., to Vantor Holdings Corp. and Vantor Transport Services LLC. The letter terminated the TSA for Cause pursuant to Section 13.1(a), citing VTS's failure to cure the breaches ide

IX. Workforce Reduction Milescu confirmed that VTS implemented a significant workforce reduction in the months following the termination of the Stonefield TSA. She testified that VTS laid off approximately 180 employees, including both drivers and support staff (dispatchers, fleet coordinators, administrative personnel, and maintenance technicians), over a period of several months beginning in approximately April 202

X. Relationship with Caldwell Royce & Shapiro LLP Milescu was asked general questions during the deposition about Vantor's relationship with its litigation counsel, Caldwell Royce & Shapiro LLP ("CRS"). CRS's Jason Whitford promptly instructed the witness not to answer any questions regarding attorney-client communications or the substance of legal advice received from CRS, and Milescu complied with this instruction.

XI. Demeanor and Credibility Assessment Milescu was generally composed and articulate throughout the course of the seven-hour deposition. She presented as knowledgeable about VTS's operations, corporate structure, and customer relationships, and she appeared to have been well prepared by CRS for the examination. Her answers during the initial background segments and the later segments on Stonefield's volume performan

XII. Key Admissions — Summary Table The following table summarizes the key admissions obtained during the Milescu deposition, with approximate transcript page references and an assessment of each admission's significance to Stonefield's defense:

XIII. Exhibits Marked During Deposition The following twenty-two (22) exhibits were marked during the Milescu deposition: Exhibit 1: Transportation Services Agreement (TSA), dated March 15, 2019, Contract Reference No. SLG-VTS-2019-0315, between Stonefield Logistics Group Inc. and Vantor Transport Services LLC. Exhibit 2: Schedule C to the TSA — Primary and Secondary Lane Designations. Exhibit 3: Section 7.4 of the T

XIV. Recommendations and Next Steps A. Use at Summary Judgment Milescu's deposition testimony produced a substantial body of admissions that are highly favorable to Stonefield's defense and should be prominently featured in any summary judgment filing. The admissions regarding the fleet redeployment to Northwind Distribution Co., the deliberate concealment of that redeployment from Stonefield, VTS's failure to cure t