Contract analysis

1. Stonefield brings this Counterclaim for declaratory judgment pursuant to 28 U.S.C. § 2201 and Federal Rule of Civil Procedure 57, seeking a declaration from this Court that: (a) Stonefield's termination of the Transportation Services Agreement dated March 15, 2019 (the "TSA") was valid and for Cause under Section 13.1(a) of the TSA; (b) no liquidated damages or other amounts are owed by Stonefield to Vantor or Van

2. Counterclaim-Plaintiff Stonefield Logistics Group Inc. is a corporation organized and existing under the laws of the State of Delaware, with its principal place of business at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102. Stonefield's Chief Executive Officer is Marcus Denton, its Chief Financial Officer is Priya Ramachandran, and its General Counsel is Tobias Wren.

3. Counterclaim-Defendant Vantor Holdings Corp. is a corporation organized and existing under the laws of the State of New York, with its principal place of business at 580 Eighth Avenue, 14th Floor, New York, New York 10018. Vantor is the parent company and sole equity owner of Vantor Transport Services LLC, which was the counterparty to the TSA. Jurisdiction and Venue

4. This Court has subject-matter jurisdiction over this Counterclaim pursuant to 28 U.S.C. § 1332(a), based on complete diversity of citizenship between the parties and an amount in controversy exceeding $75,000, exclusive of interest and costs. This Court also has supplemental jurisdiction over this Counterclaim pursuant to 28 U.S.C. § 1367, as the Counterclaim arises out of the same transaction or occurrence as the

5. Venue is proper in this District pursuant to the forum selection clause set forth in Section 16 of the TSA and pursuant to 28 U.S.C. § 1391(b). Factual Allegations. The TSA

6. On March 15, 2019, Stonefield Logistics Group Inc. (as "Shipper-Broker") and Vantor Transport Services LLC (as "Carrier-Provider") executed the Transportation Services Agreement (Contract Reference No. SLG-VTS-2019-0315). The TSA was drafted by Ashford Meridian LLP, acting as outside counsel for Stonefield, and was the product of arm's-length negotiation between sophisticated commercial parties represented by coun

7. The TSA provided for a five-year initial term commencing April 1, 2019 and expiring March 31, 2024, with one automatic two-year renewal subject to 180-day non-renewal notice by either party.

8. Under the TSA, VTS committed to providing dedicated and on-demand full-truckload transportation services across specified lanes in the Northeast, Mid-Atlantic, and Southeast corridors, and to maintaining minimum fleet capacity of 400 tractors and 1,200 trailers dedicated to Stonefield's freight.

9. Stonefield committed to tendering an Annual Committed Volume of $43.2 million in transportation charges per contract year, subject to force majeure adjustments under Section 12.1.

10. The TSA established Service Level Obligations that VTS was required to maintain throughout the term of the agreement, including: (a) on-time pickup rate of at least 95%; (b) on-time delivery rate of at least 93%; (c) cargo claims ratio of no more than 0.5% of gross transportation revenue; (d) tender acceptance rate of at least 90%; and (e) equipment availability compliance of at least 85% of committed fleet capac

11. Section 13.1(a) of the TSA provided that either party could terminate the TSA for "Cause" upon a material breach by the other party that remained uncured for 30 calendar days after the breaching party's receipt of written notice specifying the breach with reasonable particularity. Section 13.2 prescribed the procedures for delivering a written Cure Notice.

12. Section 14.2 of the TSA contained a liquidated damages provision applicable only to terminations "other than for Cause."

13. The TSA is governed by the laws of the State of New York. VTS's Performance and Material Breach

14. During Contract Year 1 (April 1, 2019 through March 31, 2020), both parties performed their obligations under the TSA substantially without material dispute.

15. During Contract Year 2 (April 1, 2020 through March 31, 2021), Stonefield properly invoked force majeure under Section 12.1 for the period of April through September 2020 due to the COVID-19 pandemic's impacts on freight demand. Stonefield tendered $31.8 million during CY2, exceeding the force-majeure-adjusted ACV of $21.6 million by $10.2 million.

16. Beginning no later than the third quarter of 2021, VTS began to fail materially in its performance under the TSA. VTS's service quality deteriorated across multiple SLO metrics, and VTS failed to provide timely notice of or explanation for the degradation in its performance.

17. In October 2021, VTS unilaterally reassigned approximately 85 tractors — more than 20% of the minimum committed fleet of 400 tractors — from Stonefield's dedicated lanes to the account of another shipper, Northwind Distribution Co., without providing any notice to or obtaining any consent from Stonefield.

18. Sandra Milescu, Chief Operating Officer of VTS, confirmed this reassignment in her internal email dated November 12, 2021 to Nikolai Vantorovich, Chief Executive Officer of Vantor, in which she stated: "We've pulled 85 tractors off the SLG dedicated lanes to cover [Northwind] commitments. SLG won't notice until January." Ms. Milescu further confirmed the reassignment and the absence of any notice to Stonefield du

19. As a direct and proximate result of VTS's undisclosed fleet redeployment, VTS's Q4 2021 performance metrics fell dramatically below the contractually required SLO thresholds: (a) On-time pickup rate: 78.2%, against a required SLO of ≥ 95% — a shortfall of 16.8 percentage points; (b) On-time delivery rate: 81.6%, against a required SLO of ≥ 93% — a shortfall of 11.4 percentage points; (c) Tender acceptance rate: 7

20. In addition to the foregoing SLO failures, VTS chronically failed to provide substitute equipment or surge capacity as required under Section 7.4 of the TSA, despite repeated requests from Stonefield's operations team during November 2021 and January 2022.

21. VTS's failures, individually and collectively, constituted material breach of the TSA under Section 13.1(a). The breaches were not isolated or de minimis — they reflected a systematic withdrawal of dedicated resources from Stonefield's account, deliberately concealed from Stonefield, that caused VTS to fail every performance metric by a substantial margin. The Cure Notice and Failure to Cure

22. On January 18, 2022, Raymond Hess, Director of Contract Compliance at Stonefield, delivered a written Cure Notice to Sandra Milescu, COO of VTS, via overnight courier and electronic mail. The Cure Notice identified each of the material breaches described in Paragraphs 19 and 20 above with reasonable particularity, specifying each performance metric, the applicable SLO threshold, and VTS's actual performance figur

23. The Cure Notice provided VTS a cure period of 30 calendar days from receipt, expiring February 17, 2022, within which to cure the identified material brea