Contract analysis

I. Introduction The undersigned writes on behalf of defendant Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), pursuant to the Court's Individual Practices and the Case Management Order entered on February 17, 2023, to respectfully request the Court's intervention regarding Plaintiff Vantor Holdings Corp.'s ("Vantor") refusal to produce documents responsive to Defendant's Second Request for Production of Docu

II. Background A. The TSA and Termination Stonefield and VTS entered into the TSA, effective April 1, 2019, a five-year agreement under which VTS committed to provide dedicated and on-demand truckload transportation services across specified lanes in the Northeast, Mid-Atlantic, and Southeast corridors. The TSA represented a substantial commercial arrangement between the parties: VTS committed to maintaining a minimu

III. Legal Standard Under Federal Rule of Civil Procedure 26(b)(1), parties may obtain discovery regarding any nonprivileged matter that is relevant to any party's claim or defense and that is proportional to the needs of the case. In assessing proportionality, the Rule directs the Court to consider the importance of the issues at stake in the action, the amount in controversy, the parties' relative access to relevan

IV. Argument A. The Fleet Redeployment Records Are Directly Relevant to Material Breach and Termination for Cause The central factual issue in this case is whether VTS's performance failures in Q4 2021 constituted a material breach of the TSA and whether those failures remained uncured at the time Stonefield issued its termination letter on March 4, 2022. Vantor's principal defense to these claims is that VTS's servi

1. The Requests Are Not Overbroad. Vantor's overbreadth objection is baseless. RFP Nos. 1 through 4 are narrowly tailored to a nine-month period — July 1, 2021 through March 31, 2022 — that directly encompasses the events giving rise to this litigation, including VTS's performance decline, the fleet redeployment decisions, the issuance of the Cure Notice, and the termination of the TSA. RFP No. 5 covers the calendar

2. The Requests Are Not Unduly Burdensome. Vantor's undue burden objection is equally unsupported. The amount in controversy in this case is approximately $95.4 million. Against stakes of this magnitude, the burden of producing fleet management records and internal communications for a defined nine-month to twelve-month period is clearly proportional to the needs of the case. Moreover, VTS is a substantial fleet tran

3. The Documents Are Not Irrelevant "Proprietary Business Information". Finally, Vantor's characterization of its fleet management decisions as irrelevant "proprietary business information" is untenable when those very decisions are at the center of the factual dispute in this case. VTS's fleet redeployment decisions are not collateral or tangential matters; they go directly to the question of whether VTS deliberatel

V. Relief Requested For the foregoing reasons, Stonefield respectfully requests that the Court enter an order:

1. Directing Vantor to produce all documents responsive to Defendant's Second Request for Production of Documents, Nos. 1 through 5, within ten (10) business days of the date of the Court's Order;

2. Directing Vantor to provide complete, supplemental responses to Defendant's First Set of Interrogatories, Nos. 9, 14, and 18, which sought information regarding VTS's fleet redeployment decisions, mitigation efforts, and the identities of customers to whom VTS redirected fleet assets, also within ten (10) business days of the date of the Court's Order; and

3. Scheduling a discovery conference, if the Court deems further briefing or oral argument necessary, at the Court's earliest convenience, given that the fact discovery deadline in this case is September 29, 2023, and the depositions of Sandra Milescu, Nikolai Vantorovich, and other key witnesses remain to be taken. Stonefield further reserves its right to seek an award of the reasonable expenses, including attorneys

VI. Conclusion The fleet redeployment records and related documents sought in RFP Nos. 1 through 5 are highly relevant to the core issues in this case: whether VTS's performance failures constituted a material breach of the TSA, whether VTS committed the first material breach by unilaterally stripping fleet capacity from the Stonefield account, whether Vantor adequately mitigated its alleged damages, and whether the