Contract analysis

I. PURPOSE AND SCOPE This memorandum establishes the comprehensive protocol governing all phases of document review for the document production of Stonefield Logistics Group Inc. ("Stonefield" or "SLG") in defense of Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.), pending before the Honorable Margaret T. Calloway, United States District Judge. The protocol set forth herein g

II. CASE BACKGROUND FOR REVIEWERS This section provides the substantive background necessary for reviewers to make informed and accurate coding decisions. All review team members should familiarize themselves thoroughly with this information before commencing any review activity. A solid understanding of the parties, the underlying claims, the key factual issues, and the identities of key individuals is essential to

1. Plaintiff. Vantor Holdings Corp. ("Vantor") is a New York corporation headquartered at 580 Eighth Avenue, 14th Floor, New York, New York 10018. Vantor is a diversified transportation and logistics holding company. Its wholly owned subsidiary, Vantor Transport Services LLC ("VTS"), is a New York limited liability company that operates as the asset-based carrier arm of the Vantor enterprise. VTS is the signatory cou

2. Defendant / Our Client Stonefield Logistics Group Inc. ("Stonefield" or "SLG") is a Delaware corporation headquartered at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102. Stonefield is a mid-market freight brokerage and managed transportation company. Stonefield's private equity sponsor is Ridgeline Capital Partners, LP, which holds approximately 72% of Stonefield's equity through Ridgeline Fund III, LP.

3. Claims Asserted Vantor filed its initial Complaint on October 14, 2022, and filed an Amended Complaint on December 2, 2022. The Amended Complaint alleges that Stonefield wrongfully terminated a five-year Transportation Services Agreement dated March 15, 2019, bearing Contract Reference No. SLG-VTS-2019-0315 (the "TSA"). Vantor asserts claims for breach of contract, breach of the implied covenant of good faith and

1. VTS's Material Breach of Service Level Obligations A central issue in this case is whether VTS materially breached the TSA by failing to meet its Service Level Obligations ("SLOs") during the fourth quarter of calendar year 2021 ("Q4 2021"). The TSA establishes specific performance benchmarks that VTS was contractually obligated to meet. Stonefield's position is that VTS's Q4 2021 performance fell catastrophically

2. The Cure Notice and "Reasonable Particularity" Requirement Stonefield issued a formal Cure Notice to VTS on January 18, 2022, through Raymond Hess, Director of Contract Compliance. The Cure Notice identified the Q4 2021 SLO failures and invoked TSA Section 13.2, which requires that a cure notice be issued with "reasonable particularity" describing the alleged breach. A key issue is whether the January 18, 2022 Cur

3. The Cure Period and Vantor's Response Under TSA Section 13.2, VTS was afforded a thirty-day cure period following receipt of the Cure Notice, expiring on February 17, 2022. A critical factual issue is whether VTS cured the identified breaches within this period. On February 14, 2022, Derek Pruitt (VP, Business Development, Vantor) sent a written response on behalf of VTS acknowledging "operational challenges" but

4. Validity of the Termination Stonefield issued a formal termination letter on March 4, 2022, authored by Tobias Wren, General Counsel. The termination letter asserted termination for Cause under TSA Section 13.1(a) based on VTS's failure to cure the identified SLO breaches. A fundamental issue is whether this termination was valid. Documents reflecting the internal decision-making process leading to termination, le

5. Annual Committed Volume (ACV) Shortfalls Vantor alleges that Stonefield itself breached the TSA by failing to meet its Annual Committed Volume ("ACV") obligations. Vantor claims shortfalls of $11.4 million in Contract Year 2 ("CY2") and $6.7 million in partial Contract Year 3 ("CY3"). Stonefield's defense is that the COVID-19 pandemic constituted a force majeure event under the TSA during the period of April throu

6. Carrier Diversification and Exclusivity Vantor alleges that Stonefield breached the exclusivity provisions of TSA Schedule C by diverting freight to Cascade Freight Systems Inc. (Columbus, Ohio) and Briarwood Trucking Co. (Arlington, Virginia). Stonefield's defense is that the diversions occurred on Lanes 8 through 14, which are classified as "Secondary Lanes" under Schedule C and are not subject to the exclusivit

7. Pretextual Termination / Rate Adjustment Motive Vantor is expected to argue that the termination was pretextual — that the real motivation was Stonefield's desire to avoid a projected 14.3% rate increase scheduled to take effect on April 1, 2022, under TSA Section 5.3. The rate increase would have raised the per-mile rate from $2.87 to $3.28, resulting in a projected annual cost increase of approximately $6.2 mill

8. Liquidated Damages Clause Enforceability TSA Section 14.2 contains a liquidated damages clause providing for damages calculated as 75% of the ACV multiplied by the number of remaining years on the TSA. Vantor's claimed damages of approximately $95.4 million derive substantially from this formula. Stonefield will challenge the enforceability of this clause as an unreasonable penalty. Documents reflecting the negoti

9. Vantor's Duty to Mitigate Stonefield contends that Vantor failed to mitigate its damages following the TSA termination. Documents reflecting Vantor's post-termination efforts (or lack thereof) to secure alternative freight relationships, any communications between Vantor and SLG after termination, and any SLG internal analysis of Vantor's mitigation obligations are relevant.

10. VTS's Internal Decision to Reassign Tractors A potentially significant piece of evidence is an internal VTS email from Sandra Milescu (COO, Vantor/VTS) to Nikolai Vantorovich dated November 12, 2021, in which Milescu discussed the decision to reassign 85 tractors from SLG-dedicated lanes to other Vantor accounts. This reassignment directly contributed to VTS's equipment availability failures and supports Stonefie

1. Tobias Wren — General Counsel. Principal legal officer for Stonefield. Author of the March 4, 2022 termination letter. Involved in all significant legal decisions relating to the Vantor relationship, the cure notice process, and the termination. Communications involving Wren in his legal capacity are presumptively privileged but require careful analysis (see Section VI.A below).

2. Priya Ramachandran — Chief Financial Officer. Responsible for financial reporting, budgeting, and financial analysis at Stonefield. Involved in ACV tracking, rate adjustment analysis, and damages exposure assessment. Communications with Ridgeline Capital Partners regarding financial matters may be present in her collection.

3. Carlos Medina — Senior Vice President, Operations. Oversaw Stonefield's operational relationship with VTS and managed day-to-day freight operations. Recipient of Janet Kirkwood's September 22, 2021 email regarding volume diversion. Centrally involved in SLO tracking and carrier performance management.

4. Janet Kirkwood — Vice President, Carrier Relations. Key fact witness in this litigation. Kirkwood directly oversaw the Vantor/VTS relationship and was the primary internal point of contact for carrier performance issues. Author of the September 22, 2021 internal email to Carlos Medina discussing volume diversion to Cascade and Briarwood on Lanes 8–14 and containing the "pull the plug" language. Her collection is t

5. Raymond Hess — Director, Contract Compliance. Issued the January 18, 2022 Cure Notice to VTS and managed the compliance tracking process underlying the termination for Cause. Communicated extensively with Ashford Meridian LLP (Lorraine Beckwith) during the cure notice drafting process — these communications are likely privileged.

6. Marcus Denton — Chief Executive Officer. Ultimate decision-maker at Stonefield. Participated in executive negotiation sessions with Vantor in May and June 2022 following the demand letter. Communications with Ridgeline Capital Partners regarding the Vantor relationship and litigation may be present in his collection. Additional custodians may be added as the review progresses and as discovery needs evolve. Any add

1. Nikolai Vantorovich — Chief Executive Officer and Founder, Vantor Holdings Corp. Senior executive with ultimate authority over Vantor's business decisions, including the decision to pursue litigation.

2. Gregory Fielding — Chief Financial Officer, Vantor Holdings Corp. Responsible for Vantor's financial reporting and damages calculations.

3. Sandra Milescu — Chief Operating Officer, Vantor Holdings Corp. / Vantor Transport Services LLC. Author of the November 12, 2021 internal VTS email directing the reassignment of 85 tractors from SLG-dedicated lanes to other accounts. This email is a potentially significant document for Stonefield's defense, as it suggests that VTS's service failures were the product of deliberate internal decisions rather than una

4. Derek Pruitt — Vice President, Business Development, Vantor Holdings Corp. Served as the primary relationship manager interfacing with Stonefield. Authored the February 14, 2022 written response to Stonefield's Cure Notice, acknowledging "operational challenges." E. Counsel Information

1. Defense Counsel (Our Firm) Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166 • Samuel Eklund — Responsible Partner • Linda Osei — Billing Partner • Patrick Gallagher — Lead Associate • Simone Laroche — Working Associate

2. Plaintiff's Counsel Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, New York 10006 • Harrison Caldwell — Named Partner, Lead Counsel • Meredith Shapiro — Named Partner, Co-Counsel • Jason Whitford — Senior Associate • Alina Petrov — Associate

3. Pre-Litigation Counsel for Stonefield Ashford Meridian LLP, 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201 • Lorraine Beckwith — Partner, Commercial Contracts • Troy Nakamura — Senior Associate Ashford Meridian drafted the TSA on behalf of Stonefield and provided pre-litigation legal guidance regarding TSA interpretation, potential termination rights, and contractual analysis prior to Calderwood & Harkness's en

III. DOCUMENT COLLECTION AND PROCESSING OVERVIEW A. Collection Summary Electronically stored information was collected from SLG custodians' Strathmore Data Systems/Outlook email accounts, network shared drives (including departmental and individual drives), local hard drives of custodian workstations, and cloud-based document management systems utilized by Stonefield. The collection was conducted under the supervisio

IV. REVIEW TEAM STRUCTURE AND RESPONSIBILITIES A. Review Team Hierarchy The review team is organized as follows. Each team member's role is defined below, and all team members should understand the chain of responsibility and escalation: Review Supervisor / Quality Control Lead — Simone Laroche (Working Associate). Simone is responsible for second-pass review of all documents coded "Potentially Responsive" (PR) and a

V. RESPONSIVENESS CRITERIA A. General Standard A document is "Responsive" if it relates to any subject matter identified in Vantor's First Request for Production of Documents served on March 20, 2023, or if it is reasonably likely to contain information relevant to the claims, defenses, or counterclaim asserted in this action. The standard is intentionally broad. Responsiveness should be assessed in light of the full

1. TSA Formation and Negotiation (Code: TSA-FORM) Documents related to the negotiation, drafting, and execution of the Transportation Services Agreement dated March 15, 2019, bearing Contract Reference No. SLG-VTS-2019-0315. This category includes, without limitation: • Communications with Ashford Meridian LLP (specifically Lorraine Beckwith and Troy Nakamura) regarding contract terms and drafting — note: these commu

2. TSA Performance and Operations (Code: TSA-PERF) Documents reflecting Stonefield's or VTS's performance under the TSA from April 1, 2019 (the effective date) through March 4, 2022 (the termination date). This category encompasses: • Shipping data, load records, and carrier performance portal reports; • SLO metrics reports, including on-time pickup rates, on-time delivery rates, tender acceptance rates, equipment av

3. Service Level Failures and Cure Process (Code: SLO-FAIL / CURE) Documents relating to VTS's Q4 2021 performance deficiencies and the cure process that followed. This is a core category and reviewers should apply both SLO-FAIL and CURE codes where appropriate: • Internal SLG reports, emails, or memoranda documenting VTS's Q4 2021 SLO failures; • The January 18, 2022 Cure Notice and any drafts or internal deliberati

4. Volume Commitment / ACV Issues (Code: ACV) Documents relating to Stonefield's annual freight tenders to VTS and the Annual Committed Volume issue: • ACV calculations and tracking reports; • Records of annual tender volumes by contract year; • Any identified shortfalls in tendered volume and analysis thereof; • Documents relating to the invocation of force majeure based on COVID-19 (covering the April through Septe

5. Carrier Diversification / Exclusivity (Code: EXCL / ALT-CARR) Documents relating to Stonefield's use of alternative carriers and the exclusivity obligations under Schedule C of the TSA: • Documents relating to Stonefield's engagement of Cascade Freight Systems Inc. (Columbus, Ohio) and Briarwood Trucking Co. (Arlington, Virginia); • Lane assignment records, including the designation of Primary Lanes (the fourteen

6. Rate Adjustment / Cost Considerations (Code: RATE-ADJ) Documents relating to the projected April 2022 rate adjustment under TSA Section 5.3: • Documentation of the 14.3% rate increase calculation ($2.87/mile to $3.28/mile); • Ashford Meridian's February 2022 rate analysis memorandum — note: this memorandum may be privileged if it reflects legal analysis; dual-code as appropriate; • Internal SLG discussions of the

7. Termination Decision-Making (Code: TERM) Internal SLG communications regarding the decision to terminate the TSA: • Communications among Tobias Wren, Marcus Denton, Carlos Medina, Janet Kirkwood, Raymond Hess, and Priya Ramachandran regarding the termination; • Communications with Ridgeline Capital Partners (specifically Alison Trang, Douglas Whitmore, and Brendan Carey) regarding the termination decision; • Janet

8. Vantor Relationship Management (Code: VANTOR-REL) Communications between SLG and Vantor personnel: • Correspondence with Nikolai Vantorovich, Gregory Fielding, Sandra Milescu, and Derek Pruitt; • Relationship management documents, including account review materials and meeting notes; • Complaint records and escalation communications; • Informal communications (including any personal or social communications betwee

9. Damages and Financial Impact (Code: DMG-FIN) Documents relating to the financial dimensions of the TSA termination: • Internal SLG analysis of the financial impact of termination; • Cost savings analyses associated with ending the Vantor relationship; • Substitute carrier cost comparisons; • Internal projections or estimates of Vantor's potential damages exposure; • Liquidated damages calculations or analyses of S

10. Ridgeline Capital Involvement (Code: RIDGE) Communications between SLG management and Ridgeline Capital Partners: • Communications regarding the Vantor relationship, TSA performance, or the termination decision; • Board materials and board presentations; • Board observer reports prepared by Brendan Carey; • Investment committee materials or fund reporting that references the Vantor situation; • Any communications

11. Insurance (Code: INS) Documents relating to insurance coverage for this dispute: • D&O insurance tender to Graymark Insurance Company under Policy No. GLG-DO-1025-00008; • CGL coverage with Brindoval Mutual Insurance Co. under Policy No. CGL-SLG-2022-11902; • Coverage analysis memoranda or opinions; • Declination correspondence or reservation of rights letters; • Communications with insurance brokers regarding th

12. Lender Notifications (Code: LENDER) Documents relating to notifications to Lakeshore National Bank: • Notifications under Section 6.03(b) of the Credit Agreement (LNB-SLG-2017-CA-4402); • Quarterly litigation updates provided to the lender; • Analysis of the $25 million notification threshold and whether/when it was triggered; • Any correspondence with Lakeshore National Bank regarding the Vantor litigation.

13. Pre-Litigation Dispute (Code: PRE-LIT) Documents relating to the pre-litigation dispute phase: • Vantor's April 8, 2022 demand letter; • Stonefield's April 29, 2022 response; • Executive negotiation sessions conducted on May 16 and June 3, 2022; • Any settlement-related communications — note: these may be subject to privilege, mediation protections, or FRE 408 protections and should be dual-coded with the appropr

VI. PRIVILEGE IDENTIFICATION GUIDELINES Accurate identification of privileged documents is critical. Failure to identify and withhold privileged documents may result in inadvertent disclosure of sensitive communications and strategy. Conversely, over-designation of documents as privileged will burden the privilege log and may invite challenges from opposing counsel. Reviewers should apply the standards set forth belo

VII. CODING TAXONOMY This section provides the complete coding taxonomy to be applied during document review. All codes are applied through the Pinnacle Forensics platform coding panel. If a reviewer encounters a document that does not fit cleanly into any code, the reviewer should use the most applicable code and include an explanatory note in the Comments field. A. Responsiveness Codes B. Privilege Codes C. Confide

VIII. FIRST-PASS REVIEW PROTOCOL A. Objectives The objectives of first-pass review are:

1. Determine responsiveness of each document by applying the R, PR, or NR code;

2. Identify potentially privileged documents by applying the appropriate privilege code;

3. Apply issue/topic codes and significance codes to all Responsive and Potentially Responsive documents;

4. Flag documents requiring escalation, including HOT documents, uncertain privilege calls, and documents that raise novel or complex issues. First-pass review is the foundational step of the review process. The quality and accuracy of first-pass coding decisions directly impact the efficiency of second-pass review, the defensibility of the production, and the integrity of the privilege log. Reviewers should approach

1. Janet Kirkwood — Highest priority. Key fact witness who oversaw the Vantor relationship. Her collection is expected to contain the most operationally significant documents, including the September 22, 2021 email.

2. Raymond Hess — Second priority. Issued the Cure Notice and managed the compliance tracking process. His collection is expected to contain significant cure-process documentation and communications with Ashford Meridian (privileged).

3. Carlos Medina — Third priority. SVP, Operations; recipient of the Kirkwood September 22, 2021 email. His collection should contain operational correspondence and performance tracking documents.

4. Tobias Wren — Fourth priority. General Counsel; highest concentration of privileged documents expected. His collection requires particular care in distinguishing legal from business communications.

5. Priya Ramachandran — Fifth priority. CFO; financial analysis and ACV tracking. Her collection is expected to contain financial data, rate adjustment analysis, and Ridgeline-facing financial communications.

6. Marcus Denton — Sixth priority. CEO; executive-level communications. His collection is expected to contain high-level strategy discussions, Ridgeline communications, and executive negotiation session materials. C. Review Instructions Reviewers must adhere to the following instructions during first-pass review:

1. Review each document in full, including all attachments. Documents must not be skimmed or partially reviewed. Every page of a multi-page document and every attachment to an email must be reviewed.

2. Review families together. Emails and their attachments are grouped as "families" in the Pinnacle platform. Family members must be reviewed together, as the context provided by a cover email may be essential to understanding an attachment and vice versa.

3. Apply all applicable coding fields for each document: responsiveness, privilege, confidentiality, topic code(s), and significance code.