Contract analysis

I. PURPOSE AND SUMMARY The purpose of this memorandum is to analyze the documents produced by Cascade Freight Systems Inc. ("Cascade"), an Ohio corporation with its principal place of business at 4700 Lakehurst Court, Columbus, Ohio 43016, in response to the third-party subpoena duces tecum served by Calderwood & Harkness LLP on behalf of Stonefield Logistics Group Inc. ("Stonefield" or "SLG") on June 28, 2023. Casca

II. BACKGROUND A. The TSA Exclusivity Framework The Transportation Services Agreement was executed on March 15, 2019, by and between Stonefield Logistics Group Inc. and Vantor Transport Services LLC. The TSA was drafted by Ashford Meridian LLP, then outside counsel to Stonefield, and establishes a comprehensive framework governing the provision of truckload freight transportation services by VTS on behalf of Stonefie

III. SUMMARY OF CASCADE'S DOCUMENT PRODUCTION A. Volume and Format Cascade's production consists of a total of 847 documents, comprising approximately 3,200 pages of material. All documents were produced in PDF format via secure file transfer, organized by document category. The production was bates-stamped by Cascade's counsel as CASCADE-000001 through CASCADE-003200. The documents produced fall into the following f

IV. ANALYSIS: IMPACT ON EXCLUSIVITY DEFENSE A. Confirmation That Cascade Usage Was Limited to Secondary Lanes The single most important conclusion to be drawn from the Cascade production is that it provides objective, third-party documentary evidence confirming that every single shipment Stonefield tendered to Cascade fell within Lanes 8 through 14 — all of which are designated as Secondary Lanes under Schedule C, Se

V. IMPLICATIONS FOR SUMMARY JUDGMENT The Cascade production, standing alone, provides a strong evidentiary basis for seeking partial summary judgment on Vantor's exclusivity violation claim (Count III of the Amended Complaint) as it relates to the use of Cascade. When combined with the anticipated Briarwood Trucking Co. subpoena response analysis — which is expected to confirm that Briarwood was likewise used exclusi

VI. RECOMMENDATIONS Based on the foregoing analysis, the undersigned recommends the following action items:

1. Cross-Reference with Briarwood Analysis. Upon completion of the Briarwood Trucking Co. subpoena response analysis (expected August 3, 2023), the undersigned will prepare a combined memorandum confirming that both alternative carriers — Cascade and Briarwood — were used exclusively on Secondary Lanes (Lanes 8 through 14) and that no Primary Lane freight was diverted to either carrier. This combined analysis will se

2. Exhibit Preparation. The following categories of Cascade production documents should be flagged for inclusion in dispositive motion exhibits: (a) The Master Carrier Agreement dated June 12, 2020 (CASCADE-000001 through CASCADE-000024), demonstrating the non-exclusive, arm's-length nature of the Stonefield-Cascade relationship; (b) Representative load confirmations covering each of Lanes 8 through 14, selected to d

3. Deposition Testimony Alignment. The Cascade operational emails should be cross-referenced with the deposition testimony of Janet Kirkwood (taken July 14, 2023) and the anticipated deposition testimony of Sandra Milescu (scheduled for August 4, 2023) regarding VTS fleet redeployment and tender rejections. The objective is to create a unified factual narrative supported by multiple independent evidentiary sources —

4. Preserve for Expert Use. Relevant Cascade shipment data, including load confirmation details, rates, and temporal distribution data, should be provided to Dr. Evelyn Rosser at Kensington Analytics Group LLC, 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, for potential use in the rebuttal expert report (due to be served on August 25, 2023) or for supplemental analysis if needed. Dr. Rosser may us

5. Update Key Document Index. All relevant Cascade production documents identified in this memorandum and in the Appendix hereto should be added to the Key Document Index maintained by Kara Nystrom and Helen Tsao. Each document should be indexed with its bates number, date, author(s), recipient(s), document type, and a brief description of its relevance to the case. The undersigned will coordinate with Nystrom and Ts

VII. APPENDICES Appendix A: Cascade Load Confirmations by Lane and Quarter The following table summarizes the number of shipments and aggregate dollar value for each lane (Lanes 8 through 14) broken out by quarter from Q3 2020 (the first full quarter of Cascade engagement) through Q1 2022 (ending with Stonefield's March 4, 2022 termination of the TSA). As the data above demonstrate, Cascade usage was modest during th