Contract analysis

I. Background — Withdrawal of Plaintiff's Prior Counsel On October 3, 2023, Caldwell Royce & Shapiro LLP ("CRS"), counsel of record for Plaintiff Vantor Holdings Corp. since the inception of this litigation, filed a Motion to Withdraw as counsel for Vantor. The motion cited "irreconcilable differences" between CRS and its client, Vantor, as the basis for the requested withdrawal. Among other things, the motion papers

II. Expiration of the Deadline Without Compliance The December 17, 2023 deadline established by the Court has now passed. As of the date of this letter — January 8, 2024 — more than three weeks have elapsed since the expiration of the Court's deadline. Notwithstanding the passage of this period, the following facts are apparent from the docket and from undersigned counsel's own experience in the case:

1. No new counsel has filed a notice of appearance on behalf of Vantor on the docket of this case.

2. No motion for extension of the December 17, 2023 deadline has been filed by Vantor or by any attorney on its behalf.

3. No communication of any kind has been received by undersigned counsel from any attorney purporting to represent or considering representation of Vantor in connection with this matter.

4. No other filing of any kind — whether a letter, a motion, a request for a conference, or any other submission — has been made by or on behalf of Vantor since the Court granted CRS's withdrawal on October 18, 2023. In short, Vantor has taken no discernible steps to comply with the Court's Order or to advance its claims in any manner since October 2023. As the Court is aware, it is well-established that a corporatio

III. Procedural History Demonstrating Failure to Prosecute A brief review of the procedural history of this matter underscores the degree to which this litigation has stalled. This action has been pending since August 12, 2022, when Vantor filed its original Complaint asserting claims for breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with business relations,

IV. Request for Status Conference In light of the foregoing, Stonefield respectfully requests that the Court schedule a status conference at its earliest convenience to address the following matters:

1. The current status of Vantor's efforts, if any, to retain new counsel of record for this matter;

2. The impact of Vantor's failure to retain counsel on the case schedule, including the completion of outstanding fact and expert discovery and the deadline for dispositive motions, as well as the impact on Stonefield's pending counterclaim for declaratory judgment;

3. The appropriate course of action given Vantor's apparent inability or unwillingness to prosecute its claims; and

4. Such other matters as the Court deems appropriate. Because Vantor is currently without counsel of record, Stonefield anticipates that the Court may wish to direct Vantor to designate an authorized corporate representative to appear at any such conference, or to take such other steps as the Court deems necessary to ensure Vantor's participation.

V. Request for Consideration of Dismissal Under Federal Rule of Civil Procedure 41(b) Should Vantor be unable to demonstrate at the status conference — or by any other means the Court directs — that it is actively and diligently pursuing substitute counsel, Stonefield respectfully submits that the Court should consider dismissal of Vantor's affirmative claims pursuant to Federal Rule of Civil Procedure 41(b) for fail

VI. Preservation of Stonefield's Counterclaim Stonefield respectfully notes that it has a pending counterclaim in this action. Specifically, Stonefield seeks a declaratory judgment that its termination of the Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315) between Stonefield and Vantor Transport Services LLC ("VTS"), a wholly owned subsidiary of Vantor Holdings Corp.,

VII. Service on Vantor Because Vantor is currently without counsel of record, and no attorney has appeared on its behalf since the withdrawal of CRS, undersigned counsel is serving a copy of this letter directly on Vantor Holdings Corp. at its principal business address: 580 Eighth Avenue, 14th Floor, New York, New York 10018, Attention: Nikolai Vantorovich, Chief Executive Officer. Service is being made by both regu