Contract analysis

I. PRELIMINARY STATEMENT Defendant Stonefield Logistics Group Inc. ("Stonefield" or "Defendant"), by and through its attorneys Calderwood & Harkness LLP, hereby responds and objects to Plaintiff Vantor Holdings Corp.'s ("Vantor" or "Plaintiff") First Request for Production of Documents, served on March 20, 2023 (the "Requests"), pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure and the Local Civil R

II. GENERAL OBJECTIONS Defendant makes the following General Objections, each of which is incorporated by reference into every specific response set forth below, as if fully stated therein. The assertion of any specific objection in response to any individual Request does not constitute a waiver of any General Objection, and the failure to assert a specific objection in response to any individual Request does not wai

1. Scope and Proportionality. Defendant objects to any Request to the extent it seeks documents that are not relevant to any party's claim or defense in this action or that are not proportional to the needs of the case, as required by Federal Rule of Civil Procedure 26(b)(1). In assessing proportionality, Defendant has considered the factors enumerated in Rule 26(b)(1), including the importance of the issues at stake

2. Attorney-Client Privilege and Work Product Protection. Defendant objects to any Request to the extent it calls for the production of documents or communications protected by the attorney-client privilege, the work product doctrine, the joint defense or common interest privilege, or any other applicable privilege, immunity, or protection from disclosure recognized under federal or state law. Defendant has withheld

3. Overbreadth and Undue Burden. Defendant objects to any Request to the extent it is overbroad, unduly burdensome, oppressive, or unreasonable, or is not reasonably limited in scope, time period, or subject matter. Where Defendant has determined that a Request, as literally drafted, would impose unreasonable burdens disproportionate to the likely benefit of the discovery sought, Defendant has responded to a reasonab

4. Vagueness and Ambiguity. Defendant objects to any Request to the extent it uses terms that are vague, ambiguous, undefined, or susceptible to multiple reasonable interpretations. Where Defendant has responded to a Request notwithstanding such vagueness or ambiguity, Defendant has done so based on its own reasonable interpretation of the terms used, without conceding the propriety of any other interpretation. Defen

6. Documents Equally Available to Plaintiff. Defendant objects to any Request to the extent it seeks documents that are equally available to Plaintiff, that are in Plaintiff's own possession, custody, or control, or that are publicly available from other sources. To the extent that responsive documents are equally available to Plaintiff or are matters of public record, Defendant may decline to produce such documents

7. Third-Party Documents. Defendant objects to any Request to the extent it seeks documents that are not within Defendant's possession, custody, or control but rather are in the possession, custody, or control of third parties, including affiliates, portfolio companies, lenders, insurers, or other entities not under Defendant's legal control. Defendant's obligation to produce documents extends only to those documents

8. Confidentiality and Protective Order. Defendant reserves all rights under the Stipulated Protective Order entered in this action on February 17, 2023 (the "Protective Order") with respect to documents produced by Defendant or by third parties. Defendant may designate documents as "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" in accordance with the terms of the Protective Order, and such designatio

9. Temporal Scope. Where any Request does not specify a time period or date range, Defendant interprets such Request as reasonably limited to the period of the Transportation Services Agreement (Contract Ref. No. SLG-VTS-2019-0315) between Stonefield and Vantor Transport Services LLC ("VTS"), i.e., from April 1, 2019 (the effective date of the TSA) through March 4, 2022 (the date of termination), together with a reas

10. Reservation of Rights. These General Objections are incorporated into each specific response set forth below. The assertion of any specific objection does not waive any General Objection, and the failure to assert a specific objection does not waive any General Objection or any other right or defense. Defendant reserves all rights to assert additional objections, to supplement or amend its responses, to challenge

III. DEFINITIONS AND INTERPRETATIONS For purposes of these responses and objections, the following definitions and interpretations apply: • "TSA" refers to the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) between Stonefield Logistics Group Inc. and Vantor Transport Services LLC, together with all schedules, exhibits, amendments, and supplements thereto, unless the conte

IV. SPECIFIC RESPONSES AND OBJECTIONS TO REQUESTS FOR PRODUCTION NOS. 1–38 REQUEST FOR PRODUCTION NO. 1 Request: All documents constituting, relating to, or evidencing the Transportation Services Agreement between Stonefield Logistics Group Inc. and Vantor Transport Services LLC, including without limitation all schedules, exhibits, amendments, supplements, side letters, and addenda thereto. Response: Subject to and