Contract analysis

I. Executive Summary and Recommendation This memorandum evaluates whether our client, Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), should file a standalone Daubert motion to exclude the expert testimony of Dr. Philip Trask, Founder and Lead Expert of Trask Greystone & Associates (400 Madison Avenue, Suite 900, New York, NY 10017), who serves as Vantor Holdings Corp.'s ("Vantor") damages expert in this mat

II. Background A. The Trask Greystone Expert Report Dr. Philip Trask's expert report was served on May 15, 2023, by CRS on behalf of Vantor. Dr. Trask is the Founder and Lead Expert of Trask Greystone & Associates, a New York-based consulting firm specializing in damages quantification in complex commercial disputes. His curriculum vitae, attached as Exhibit A to the report, lists a Ph.D. in applied economics from Co

III. Legal Standard — *Daubert* / Federal Rule of Evidence 702 Under Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579 (1993), and its progeny, the trial court acts as a "gatekeeper" charged with ensuring that expert testimony admitted under Federal Rule of Evidence 702 is both relevant and reliable. Rule 702, as amended effective December 1, 2023, provides that a witness who is qualified as an expert by kno

IV. Specific *Daubert* Arguments Against Dr. Trask's Report We have identified six specific grounds on which Dr. Trask's expert report is vulnerable to a Daubert challenge. These arguments vary considerably in strength and in their suitability for a standalone Daubert motion versus incorporation into summary judgment briefing. Each is analyzed below in order of assessed strength. A. Lost Profits Opinion — Inflated Op

V. Strategic Analysis — Standalone *Daubert* Motion vs. Combined Summary Judgment Approach A. Arguments for Filing a Standalone *Daubert* Motion We recognize that there are legitimate strategic arguments in favor of filing a standalone Daubert motion, and we have carefully considered each before reaching our recommendation to defer.

1. Narrowing the Damages Case. A successful Daubert motion — even a partially successful one — could narrow Vantor's claimed damages exposure from $95.4 million before summary judgment. Excluding the lost profits opinion alone would reduce the claimed figure by $18.7 million; excluding the consequential damages categories would reduce it by an additional $9.47 million. Narrowing the damages case before summary judgme

2. Settlement Leverage. If settlement discussions resume — they have been dormant since CRS's withdrawal — the exclusion of a significant portion of Dr. Trask's damages opinion could create substantial leverage for Stonefield. A $95.4 million claimed exposure creates a very different negotiating dynamic than a $67 million or $49 million exposure, and a Court order excluding specific damages categories would provide c

3. Early Demonstration of Damages Deficiencies. Filing a standalone Daubert motion would demonstrate to Judge Calloway at an early stage that Vantor's damages theory is fundamentally flawed. This could shape the Court's perception of the case going into summary judgment briefing and, potentially, trial. An early win on Daubert could establish a favorable framework for subsequent proceedings.

4. Simplification of Summary Judgment. Partial exclusion of Dr. Trask's testimony — particularly the consequential damages categories or the duplicative recovery claim — would simplify the summary judgment motion by removing certain issues from the briefing and allowing Stonefield to focus its arguments on the merits of the remaining claims. B. Arguments Against Filing a Standalone *Daubert* Motion (Favoring Combined

1. Risk of Alerting and Curing. A standalone Daubert motion filed before summary judgment would telegraph the specific evidentiary vulnerabilities in Dr. Trask's report to Vantor and its counsel (whether CRS or successor counsel). This advance notice could enable Vantor to submit a supplemental or corrected expert report addressing the identified deficiencies — most importantly, the inflated operating margin assumpti

2. Overlapping Arguments. At least four of the six Daubert arguments identified in Section IV — the liquidated damages enforceability issue (Section IV.B), the consequential damages bar (Section IV.E), the duplicative recovery issue (Section IV.F), and the failure to mitigate (Section IV.D) — are fundamentally legal and merits arguments rather than Daubert methodology challenges. These arguments are more naturally an

3. Risk of Partial Denial. Daubert motions in the S.D.N.Y. are frequently denied in whole or in part, particularly in commercial disputes where the challenged expert's methodology is generally accepted and the dispute goes to the application of that methodology to the specific facts. Courts in this District tend to favor "letting the jury decide" on disputes about the weight and credibility of competing expert damage

4. Current Case Posture. The case is in an unusual and uncertain procedural posture. Vantor has been without counsel since CRS's withdrawal on October 18, 2023, and the Court has effectively stayed all deadlines pending Vantor's retention of successor counsel. Filing a standalone Daubert motion in this posture would be premature and procedurally awkward: there is no opposing counsel to respond to the motion, the Cour

5. Efficiency and Cost. A standalone Daubert motion would require the preparation and filing of a motion brief (estimated 30–40 pages), supporting declarations from Dr. Rosser and counsel, compilation of the relevant deposition transcripts and documentary exhibits, an opposition brief from Vantor (if represented), a reply brief from Stonefield, and potentially oral argument before Judge Calloway. Based on the anticip

6. Strongest Argument Is Equally Effective on Summary Judgment. The most compelling Daubert argument — Dr. Trask's use of an inflated 12% company-wide operating margin rather than the 5.5%–6.5% account-specific margin documented in VTS's own financial records — can be presented with equal force and effectiveness in a summary judgment context. Dr. Rosser's rebuttal report, the underlying VTS financial data, and the de

VI. Recommended Approach if Case Resumes A. Incorporation into Summary Judgment Motion If the case becomes active again and proceeds to the dispositive motion stage, the summary judgment brief should include a dedicated section challenging the admissibility and reliability of Dr. Trask's damages testimony under Daubert and Rule 702. This section should be positioned within the damages portion of the brief, following

1. Inflated Operating Margin (Lost Profits). Dr. Trask's lost profits opinion should be excluded or substantially discounted because it relies on an inflated 12% company-wide operating margin rather than the 5.5%–6.5% account-level margin supported by VTS's own internal financial records and Carrier Performance Portal data. The failure to use the most directly relevant data available — account-specific profitability

2. Liquidated Damages as Legal Conclusion. Dr. Trask's liquidated damages "opinion" is an improper legal conclusion and should be disregarded by the Court. Whether the liquidated damages clause in TSA Section 14.2 is enforceable under New York law is a question of law for the Court, not a matter of expert opinion. The Court should resolve the enforceability question on summary judgment and, if the clause is held unen

3. Failure to Account for VTS's Breaches. Dr. Trask's "but for" damages model is unreliable because it assumes a counterfactual world in which VTS was a fully performing counterparty — an assumption directly contradicted by the undisputed record of VTS's fleet redeployment, persistent SLO failures, and other material breaches in the months preceding the termination.

4. Failure to Perform Mitigation Analysis. Dr. Trask's failure to perform a meaningful mitigation analysis renders his damages opinion methodologically deficient and inconsistent with accepted damages quantification principles. The freight market data, Pruitt's deposition testimony, and VTS's fleet management records all demonstrate that reasonable mitigation efforts would have substantially reduced VTS's losses.

5. Duplicative Recovery. Dr. Trask's claim for both liquidated damages ($67.23 million) and lost profits ($18.7 million) is duplicative as a matter of New York law, and the Court should require Vantor to elect between the two measures.

6. Consequential Damages Bar. Dr. Trask's inclusion of stranded assets, workforce reduction costs, and mitigation costs — totaling $9.47 million — should be excluded as consequential damages barred by the mutual waiver in TSA Section 15.1. Each of these arguments should be supported by citations to the record (deposition transcripts, documentary exhibits, financial data), Dr. Rosser's rebuttal report, and the relevan

VII. Preservation of Work Product All research, analysis, memoranda, and draft briefs prepared in connection with the evaluation of a potential Daubert motion against Dr. Trask should be preserved in Calderwood & Harkness's document management system under Matter No. 1012-00005 for use in either a combined summary judgment brief or a standalone Daubert/in limine motion if circumstances change. Specifically: • The May

VIII. Conclusion For the reasons set forth in this memorandum, we recommend that Stonefield not file a standalone *Daubert* motion against Dr. Philip Trask's expert report at this time. All six identified Daubert arguments should be deferred and incorporated into the summary judgment motion, which will present the full factual record and legal arguments in a unified, comprehensive framework that is more likely to pro