Contract analysis

Section 15.1 provides that neither party shall be liable to the other for any indirect, special, incidental, or consequential damages arising out of or relating to the TSA, regardless of whether such damages are based on contract, tort, strict liability, or any other theory. Vantor's claimed stranded assets (depreciation losses and lease termination costs), workforce reduction costs (severance and unemployment-relate

1. Stonefield asserts this Counterclaim against Vantor Holdings Corp. for declaratory judgment pursuant to the Declaratory Judgment Act, 28 U.S.C. § 2201. This Counterclaim seeks declarations from the Court resolving the central contractual disputes between the parties and confirming the validity and propriety of Stonefield's termination of the TSA. Jurisdiction and Venue

2. This Court has subject-matter jurisdiction over this Counterclaim pursuant to 28 U.S.C. § 2201 (Declaratory Judgment Act) and 28 U.S.C. § 1332 (diversity of citizenship), as there is complete diversity of citizenship between the parties and the amount in controversy exceeds $75,000, exclusive of interest and costs.

3. Venue is proper in this judicial district pursuant to the forum selection clause set forth in Section 16 of the TSA, which provides for the exclusive jurisdiction of the United States District Court for the Southern District of New York, and under 28 U.S.C. § 1391(b). Factual Allegations Supporting Counterclaim The Parties.

4. Stonefield repeats and incorporates by reference the admissions and averments set forth in its responses to Paragraphs 1 through 10 of the Amended Complaint as if fully set forth herein.

5. Stonefield Logistics Group Inc. is a corporation organized 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 is a mid-market freight brokerage, managed transportation, and supply chain solutions company operating across the continental United States and cross-border into Mexico and Canada, managing a carrier network

6. Vantor Holdings Corp. is a corporation organized 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.

7. Vantor Transport Services LLC ("VTS") is a limited liability company organized under the laws of the State of New York and is a wholly owned operating subsidiary of Vantor Holdings Corp. VTS was the signatory counterparty to the TSA, identified therein as the "Carrier-Provider." VTS operates an asset-based and asset-light trucking, warehousing, and regional distribution business, with a fleet of approximately 650

8. 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 Ref. No. SLG-VTS-2019-0315) (the "TSA").

9. The TSA provided for an initial term of five years, commencing on April 1, 2019 and expiring on March 31, 2024, with one automatic two-year renewal period unless either party provided 180 days' written notice of non-renewal prior to the expiration of the initial term.

10. The TSA established an Annual Committed Volume of $43.2 million per contract year, representing a total five-year minimum commitment of $216 million over the initial term.

11. The TSA set forth five Service Level Obligations that defined VTS's performance requirements: (a) On-Time Pickup: ≥95%; (b) On-Time Delivery: ≥93%; (c) Cargo Claims Ratio: ≤0.5% of gross revenue; (d) Tender Acceptance: ≥90%; and (e) Equipment Availability: ≥85% of committed fleet capacity (i.e., at least 340 of 400 committed tractors available at all times).

12. Section 13.1(a) of the TSA provided that either party could terminate the TSA for "Cause" if the other party committed a material breach that remained uncured for 30 calendar days after written notice specifying such breach with reasonable particularity.

13. Section 13.2 of the TSA required the terminating party to deliver a written Cure Notice "specifying with reasonable particularity" the alleged breach and providing the applicable cure period before exercising a termination for Cause under Section 13.1.

14. Section 14.2 of the TSA provided for liquidated damages equal to 75% of the ACV multiplied by the number of remaining full and partial contract years in the event that Stonefield terminated the TSA "other than for Cause." This provision, by its express terms, does not apply to a termination for Cause.

15. Section 12.1 of the TSA provided for force majeure relief, excusing a party's performance obligations during the pendency of qualifying force majeure events, subject to notice requirements.

16. Section 15.1 of the TSA contained a mutual waiver of consequential damages, pursuant to which neither party was to be liab