Contract analysis

I. Executive Summary The purpose of this memorandum is to analyze the documents produced by Briarwood Trucking Co. ("Briarwood"), a Virginia corporation headquartered at 1280 Jefferson Davis Highway, Suite 310, Arlington, VA 22202, in response to Defendant Stonefield Logistics Group Inc.'s ("Stonefield") Subpoena Duces Tecum served on June 28, 2023. This memorandum evaluates the implications of Briarwood's production

II. Background A. The Subpoena Defendant Stonefield Logistics Group Inc. caused a Subpoena Duces Tecum to be served on Briarwood Trucking Co. on June 28, 2023. The subpoena was prepared by the undersigned, reviewed by Patrick Gallagher, and served in accordance with Federal Rule of Civil Procedure 45. Service was effected upon Briarwood's registered agent for service of process in the Commonwealth of Virginia, with a

Section 2(a) — Primary Lanes. Schedule C designates 14 specific origin-destination pairs as "Primary Lanes." On these Primary Lanes, Stonefield committed to tender freight exclusively to VTS. Each Primary Lane is identified by a specific origin city/state and a specific destination city/state, and the parties agreed that VTS would be the sole carrier on those lanes for the duration of the TSA, subject to the conditio

Section 2(a)(iii) — Performance Conditions. The exclusivity obligation on Primary Lanes is expressly conditioned on VTS maintaining certain minimum performance standards, referred to in the TSA as "Service Level Obligations" or "SLOs." Specifically, VTS was required to maintain a minimum tender acceptance rate of 90% or greater on each Primary Lane and to maintain equipment availability at 85% or greater of committed

Section 2(b) — Secondary Lanes. Schedule C, Section 2(b) provides, in relevant part, that "all lanes not expressly listed as Primary Lanes in the table set forth in Section 2(a) shall be deemed 'Secondary Lanes,' and Stonefield shall retain full and unrestricted discretion to tender freight on Secondary Lanes to any carrier of its choosing, without obligation to VTS and without limitation." This provision is unambigu

III. Overview of Briarwood's Production A. Volume and Scope of Production Briarwood produced a total of approximately 312 documents, comprising an estimated 1,400 pages of material. The production was received in native electronic format (primarily PDF and Excel files) and has been uploaded to the Pinnacle Forensics document review platform under Project ID: PF-SLG-2022-0914 for coding, indexing, and review. The docu

IV. Lane-by-Lane Analysis A. Methodology. To determine whether any of Briarwood's loads overlapped with the Primary Lanes designated in Schedule C to the TSA, we conducted a systematic cross-reference analysis using the following methodology: Step 1: We compiled the origin-destination pair for each of the 187 load tenders produced by Briarwood, recording the origin city and state and the destination city and state fo

V. Comparison with Cascade Freight Systems Subpoena Response The Cascade Freight Systems Inc. subpoena response, analyzed in a separate memorandum dated August 1, 2023 and addressed to the same distribution list, yielded materially identical conclusions. Cascade Freight Systems Inc. is an Ohio corporation headquartered at 4700 Lakehurst Court, Columbus, OH 43016. Like Briarwood, Cascade was served with a Subpoena Duc

VI. Implications for Stonefield's Defense A. Exclusivity Defense Briarwood's production provides strong documentary support for the central pillar of Stonefield's defense: that its use of Cascade and Briarwood did not violate the TSA's exclusivity provisions because that usage was confined entirely to Secondary Lanes. The strength of this evidence lies in its source — Briarwood is a third-party carrier with no stake

VII. Evidentiary Considerations The admissibility and evidentiary weight of Briarwood's documents merit attention in connection with summary judgment planning and trial preparation. The following considerations are relevant: Admissibility Under Federal Rule of Evidence 803(6). Briarwood's rate confirmations, load tenders, invoices, and internal records are third-party business records that are likely admissible under

VIII. Recommendations Based on the foregoing analysis, the following recommendations are made:

1. Summary Judgment Roadmap Memorandum. Flag key Briarwood documents for inclusion in the summary judgment roadmap memorandum currently in preparation, with a target date of September 15, 2023. Specifically, the Briarwood load tenders and rate confirmations should be incorporated into the exclusivity defense section of the roadmap, alongside the corresponding Cascade materials and Kirkwood deposition excerpts. The Br

2. Consolidated Lane Analysis Chart. Prepare a consolidated lane analysis chart combining the Cascade and Briarwood load data against the 14 Primary Lanes for use as a demonstrative exhibit at summary judgment or trial. The chart should present a clear, visual comparison showing each of the 14 Primary Lanes in one column and the combined Cascade-Briarwood load origins/destinations in another, demonstrating zero overl

3. Briarwood Depositions. Consider whether any Briarwood personnel need to be deposed. Our initial assessment is that the documents produced by Briarwood are self-explanatory and that a deposition of Briarwood personnel is likely unnecessary. The load tenders speak for themselves as to lane, volume, and rate, and Briarwood's correspondence does not raise any issues that require testimonial clarification. However, thi

4. Document Coding and Indexing. Ensure that all 312 Briarwood documents are fully coded and indexed on the Pinnacle Forensics platform (Project ID: PF-SLG-2022-0914). Each document should be cross-referenced in the key document index maintained by David Moretti and Kara Nystrom. Priority coding should be assigned to the 187 load tenders and the Master Carrier Agreement. The email correspondence should be reviewed fo

5. Expert Report Supplementation. Provide copies of this analysis and the August 1, 2023 Cascade analysis to Dr. Evelyn Rosser at Kensington Analytics Group LLC. Dr. Rosser is preparing a rebuttal expert report, which was served on August 25, 2023, addressing the economic and operational aspects of the exclusivity dispute. To the extent her rebuttal report requires supplementation regarding the exclusivity issue — pa

IX. Appendix — Referenced Materials The following appendices are referenced in this memorandum and are attached hereto or available on the Pinnacle Forensics platform: Appendix A: Table listing all 187 Briarwood load tenders, with the following fields for each load: (1) Load Tender Number; (2) Date of Tender; (3) Origin City and State; (4) Destination City and State; (5) Rate Per Mile; (6) Total Mileage; (7) Total Li