Contract analysis

I. IDENTITY AND BASIS OF KNOWLEDGE

1. My name is Priya Anand. I am over eighteen (18) years of age, of sound mind, and otherwise competent to make this affidavit. The facts stated herein are within my personal knowledge and are true and correct.

2. I am a partner at the law firm of Calderwood & Harkness LLP, with offices located at 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201. I serve as the Responsible Partner on this matter, which is designated within our firm as C&H Matter No. 1012-00006.

3. I am counsel of record for Plaintiff Stonefield Logistics Group Inc. ("Stonefield" or "Plaintiff") in the above-captioned action. I submit this affidavit in support of Plaintiff's request for an award of reasonable and necessary attorneys' fees and court costs in connection with the Motion for Default Judgment filed contemporaneously herewith.

4. I have personal knowledge of the legal services rendered, the time expended, the billing rates charged, and the costs incurred by Calderwood & Harkness LLP in the prosecution of this action. I am familiar with the billing records maintained by our firm in the ordinary course of business, and I have personally reviewed and verified those records in preparation of this affidavit.

II. PROFESSIONAL QUALIFICATIONS OF AFFIANT

5. I have been licensed to practice law in the State of Texas since 2006, having been admitted to the State Bar of Texas in that year. I am also admitted to practice in the State of New York. I am a member in good standing of the bar of each state in which I am admitted.

6. I am a partner in the Litigation practice group at Calderwood & Harkness LLP, a national law firm with offices in Dallas, Houston, New York, Chicago, and Washington, D.C. I have approximately eighteen (18) years of experience in commercial litigation, with a specific emphasis on breach-of-contract disputes, transportation and logistics industry disputes, and judgment enforcement.

7. Over the course of my career, I have served as lead trial counsel in numerous breach-of-contract actions in both Texas state courts and the United States District Courts for the Northern and Eastern Districts of Texas. I have extensive experience litigating disputes involving complex contractual damages provisions, including liquidated damages clauses, and I have handled matters involving the enforcement of person

8. I am familiar with the prevailing market rates for legal services in the Dallas, Texas legal market for attorneys of similar experience, skill, and reputation. By reason of my experience, training, and regular practice in this market, I am qualified to offer an opinion on the reasonableness of the attorneys' fees sought in this matter.

III. DESCRIPTION OF THE ENGAGEMENT AND NATURE OF THE CLAIMS

9. Calderwood & Harkness LLP was engaged by Stonefield Logistics Group Inc. on January 29, 2024, to pursue breach-of-contract claims against Ridgeline Freight Carriers LLC ("Ridgeline") and Gerald Brashear ("Brashear") arising from Ridgeline's material breach of the Dedicated Freight Services Agreement dated April 15, 2022 (the "DFSA").

10. Under the DFSA, Ridgeline was obligated to provide Stonefield with a minimum of twelve (12) dedicated Class 8 tractor-trailers to service Stonefield's regional distribution network in the south-central United States. Beginning in or about September 2023, Ridgeline's fleet availability fell below the contractually required minimum and continued to deteriorate. On or about December 8, 2023, Ridgeline ceased all ope

11. Prior to engaging Calderwood & Harkness, Stonefield had taken appropriate steps to address Ridgeline's noncompliance, including the issuance of a formal cure notice dated October 18, 2023 and a demand letter dated December 22, 2023. Ridgeline failed to cure its breach or respond in any meaningful way to these communications.

12. In this action, Stonefield seeks recovery of the following damages: (a) Liquidated damages of $1,381,250.00 under Section 14.3 of the DFSA, representing twenty-five percent (25%) of the remaining minimum revenue commitment of $5,525,000.00 for the seventeen (17) unexpired months of the DFSA term; (b) Re-procurement damages of $1,056,250.00 under Section 14.4 of the DFSA, representing the incremental costs incurre

13. Defendant Gerald Brashear is individually liable for the foregoing amounts as guarantor under Section 14.5 of the DFSA, which contains a personal guaranty provision capping Brashear's individual liability at $3,000,000.00. The total amount sought in this action falls well within the scope of that guaranty.

14. Attorneys' fees are recoverable in this action pursuant to two independent bases: (a) Section 14.6 of the DFSA, which is a contractual fee-shifting provision that entitles the prevailing party in any litigation arising under the DFSA to recover its reasonable attorneys' fees and costs of suit from the non-prevailing party; and (b) Texas Civil Practice & Remedies Code § 38.001, which provides for the recovery of r

IV. IDENTIFICATION OF THE ENGAGEMENT TEAM AND BILLING RATES

15. The following attorneys at Calderwood & Harkness LLP have performed legal services on behalf of Stonefield in connection with this matter: (a) Priya Anand — Responsible Partner, Litigation (General). My standard hourly billing rate for 2024 is $895.00 per hour. In my capacity as Responsible Partner, I have been responsible for overall case strategy and supervision of all work product, communications with the clie

16. The billing rates set forth above are the standard rates charged by Calderwood & Harkness LLP for the respective attorneys and are consistent with and within the range of rates customarily charged by attorneys of comparable experience, skill, and reputation in the Dallas, Texas legal market for commercial litigation of this nature. No premium or enhancement has been applied to these rates for purposes of this eng

V. NATURE AND COMPLEXITY OF THE WORK PERFORMED

17. This section describes the legal work performed by Calderwood & Harkness LLP in this matter from the commencement of the engagement on January 29, 2024 through the filing of the Motion for Default Judgment on April 15, 2024. A. Pre-Suit Investigation and Demand

18. Upon engagement, the Calderwood & Harkness team undertook a thorough review and analysis of the relevant transactional documents, including the DFSA, the personal guaranty executed by Brashear under Section 14.5, and all related amendments and addenda. We also reviewed the cure notice dated October 18, 2023 that had been sent by Stonefield's General Counsel, Diane Ostrowski, to Ridgeline, as well as the formal de

19. We investigated the operational status and corporate standing of Ridgeline Freight Carriers LLC, including searches of the Oklahoma Secretary of State's business entity records and the Texas Comptroller of Public Accounts records. These searches confirmed that Ridgeline had been organized as a limited liability company under the laws of the State of Oklahoma and had registered to do business in Texas, but that it

20. I personally conducted multiple communications with the client during this phase, including conferences with Diane Ostrowski, General Counsel of Stonefield, and Marcus Ellington, Chief Executive Officer of Stonefield, to understand the full scope of Ridgeline's breach, the damages incurred, and the history of the parties' relationship under the DFSA.

21. Following completion of the pre-suit investigation, Calderwood & Harkness prepared and transmitted a pre-suit demand letter dated February 5, 2024, addressed to both Ridgeline Freight Carriers LLC and Gerald Brashear individually. The demand letter set forth the factual basis for Stonefield's claims, the specific amounts demanded, and provided notice that suit would be filed if payment was not received within the

22. Calderwood & Harkness drafted the Original Petition in this action, which was filed on February 12, 2024 in the 134th Judicial District Court of Dallas County, Texas. The Original Petition set forth Stonefield's causes of action for breach of contract against Ridgeline and breach of guaranty against Brashear, together with claims for liquidated damages, re-procurement damages, pre-judgment interest, attorneys' fe

23. In preparing the Original Petition, the team conducted a careful analysis to identify the proper defendants and to establish the jurisdictional basis for this Court's authority over the claims and the parties. Jurisdiction and venue in Dallas County are proper under the forum-selection clause contained in Section 18.2 of the DFSA, which provides that any litigation arising under or in connection with the DFSA sha

24. The coordination of service of process on the defendants required significant attention given that both defendants are domiciled in the State of Oklahoma.

25. Personal service was effected on Gerald Brashear at his residence located at 2314 Quail Creek Drive, Edmond, Oklahoma 73034. Service was completed on February 22, 2024 through a private process server authorized to serve process in the State of Oklahoma. The return of service was filed with the Court and reflects proper personal service in compliance with Texas Rule of Civil Procedure 106(a) and applicable Oklaho

26. Service on Ridgeline Freight Carriers LLC proved more difficult. Calderwood & Harkness initially attempted to serve Ridgeline through its registered agent in Texas, Lone Star Registered Agents LLC. However, Lone Star Registered Agents was non-responsive and did not accept service on Ridgeline's behalf. After documenting the unsuccessful attempts at service through the registered agent, Calderwood & Harkness arran

27. Calderwood & Harkness prepared all necessary returns of service, certificates of service, and related filings to document proper completion of service on both defendants. D. Legal Research

28. In connection with this matter, Ms. Nakamura, under my supervision, prepared a detailed internal research memorandum analyzing the enforceability of the liquidated damages clause contained in Section 14.3 of the DFSA. The memorandum addressed the two-part test applied by Texas courts for enforceability of liquidated damages provisions — specifically, (i) whether the harm caused by the breach is incapable or diffi

29. Mr. Park also conducted research on default judgment procedures and the evidentiary requirements applicable to default judgments under the Texas Rules of Civil Procedure, including the requirements for proving unliquidated damages by competent evidence when a defendant has failed to appear. E. Default and Default Judgment Proceedings

30. Following completion of service, Calderwood & Harkness monitored the answer deadlines for each defendant. Brashear's answer was due on or before March 18, 2024 (the first Monday following twenty days after service). Ridgeline's answer was due on or before March 27, 2024 (the first Monday following twenty days after service through the Secretary of State, calculated from the date of forwarding). Neither defendant

31. After the expiration of the applicable answer deadlines, Calderwood & Harkness confirmed through review of the Court's electronic filing records and the Dallas County District Clerk's records that no answer, motion, or other responsive pleading had been filed by either Ridgeline or Brashear.

32. On April 2, 2024, Calderwood & Harkness prepared and filed the Certificate of Last Known Address for each defendant and the Request for Entry of Default, in compliance with Texas Rule of Civil Procedure 239. The Clerk of Court subsequently entered the interlocutory default against both defendants.

33. On April 15, 2024, Calderwood & Harkness prepared and filed the Motion for Default Judgment with Supporting Brief, together with the supporting evidentiary materials, including: (a) the Affidavit of Marcus Ellington, Chief Executive Officer of Stonefield, attesting to the facts of the breach, the damages sustained, and the authenticity of the relevant documents; (b) this Affidavit of Priya Anand in support of att

34. Calderwood & Harkness devoted substantial effort to the quantification and verification of the damages claimed in this action. This work included coordination with Samuel Trujillo, Vice President of Operations at Stonefield, to compile and verify the re-procurement cost documentation supporting Stonefield's claim for re-procurement damages of $1,056,250.00 incurred during the period from November 18, 2023 through

35. The team also verified the liquidated damages calculation of $1,381,250.00. This figure represents twenty-five percent (25%) of the remaining minimum revenue commitment under the DFSA for the seventeen (17) unexpired months of the contract term, calculated as follows: $325,000.00 monthly minimum revenue commitment × 17 months = $5,525,000.00 × 25% = $1,381,250.00.

36. In addition, the team calculated the pre-judgment interest owed under Texas Finance Code § 304.003 at the applicable rate of 5.00% per annum. Pre-judgment interest was calculated on the total damages amount of $2,437,500.00 over a period of 263 days (from the accrual date through the anticipated date of judgment), yielding pre-judgment interest of $87,791.10. G. Note on Complexity

37. While this case has proceeded by default, the legal work required was not pro forma. The matter required careful attention to several issues of meaningful complexity, including: (a) Proper jurisdictional analysis for two out-of-state defendants, including application of the DFSA's contractual forum-selection clause and the Texas long-arm statute; (b) Compliance with Texas service-of-process requirements for an ou

VI. HOURS EXPENDED AND FEE CALCULATION

38. I have personally reviewed the time records maintained by Calderwood & Harkness LLP in connection with this matter for the period from January 29, 2024 through April 15, 2024. Based on my review, the following is a summary of the hours expended by each timekeeper and the corresponding fees:

39. The following is a summary of the nature of the work performed by each timekeeper: (a) Priya Anand (6.5 hours): Case strategy development and supervision of all aspects of the engagement; conferences with client representatives Diane Ostrowski and Marcus Ellington; review and revision of the Original Petition and all other pleadings and filings; review and approval of the Motion for Default Judgment and Supportin

40. In my professional judgment, the hours expended by each timekeeper were reasonable and necessary for the proper prosecution of this action. The work was performed efficiently, with appropriate delegation of tasks to attorneys at lower billing rates where possible. No unnecessary or duplicative work was performed. The total of 31.6 attorney hours for the prosecution of a commercial breach-of-contract action throug

VII. REASONABLENESS OF FEES UNDER THE ARTHUR ANDERSEN FACTORS

41. Texas courts evaluate the reasonableness of attorneys' fees under the factors set forth in Marlowe Enterprises v. Perry Equipment Corp., 945 S.W.2d 812 (Tex. 1997), which are consistent with the factors identified in the Texas Disciplinary Rules of Professional Conduct, Rule 1.04(b). I have considered each of these factors in forming my opinion that the fees sought in this matter are reasonable and necessary. (1)

42. As described in detail in Section V above, this matter required pre-suit investigation and demand, preparation and filing of the Original Petition, service of process on two out-of-state defendants (one of which required substitute service through the Texas Secretary of State), legal research on the enforceability of the contractual liquidated damages provision, detailed quantification and verification of two sep

43. While the underlying breach-of-contract claim is relatively straightforward on its merits — Ridgeline ceased operations and abandoned its obligations under the DFSA — the matter presented several legal issues requiring careful analysis. These included the enforceability of the liquidated damages clause under the two-part Texas test, the propriety of substitute service on an Oklahoma limited liability company thro

44. The legal services in this matter required familiarity with Texas commercial litigation procedure, transportation industry contracts, the requirements for obtaining a default judgment on unliquidated damages, and the rules governing service of process on out-of-state defendants. Each member of the Calderwood & Harkness team assigned to this matter possesses the requisite skill and experience for the tasks assigne

45. The billing rates of the Calderwood & Harkness engagement team are consistent with the prevailing market rates in Dallas, Texas for attorneys at large regional and national law firms handling commercial breach-of-contract litigation. Based on my familiarity with the Dallas legal market, the rates charged by the attorneys on this matter — ranging from $425.00 per hour for a third-year associate to $895.00 per hour

46. Stonefield seeks entry of a default judgment in the total amount of $2,545,188.60, inclusive of damages, pre-judgment interest, attorneys' fees, and court costs. The attorneys' fees of $18,650.00 represent less than one percent (1%) of the total judgment amount. This ratio is well within the range of fee-to-recovery ratios that Texas courts have found to be reasonable. (6) The time limitations imposed by the clie

47. The matter required prompt action. Ridgeline had ceased all operations under the DFSA as of December 8, 2023, and there was a reasonable basis for concern about potential dissipation of assets by Brashear. Stonefield instructed Calderwood & Harkness to pursue the claims expeditiously, and the team moved promptly from engagement to suit filing in approximately two weeks, while still conducting the necessary pre-su

48. Calderwood & Harkness's engagement by Stonefield on this matter commenced on January 29, 2024. While this is a relatively new engagement, the firm undertook an efficient onboarding process and quickly developed a thorough understanding of Stonefield's business, the DFSA, and the relevant facts. Calderwood & Harkness's familiarity with transportation and logistics industry disputes facilitated an efficient ramp-up

49. I have approximately eighteen (18) years of experience in commercial litigation and have served as lead trial counsel in numerous breach-of-contract actions. Mr. Carmichael has over twenty-two (22) years of experience. Mr. Park and Ms. Nakamura are experienced associates who have handled similar commercial disputes under the supervision of senior attorneys. Calderwood & Harkness LLP is a well-regarded national la

50. Conclusion on Reasonableness. Based on my consideration of each of the foregoing factors, it is my professional opinion that the total attorneys' fees of $18,650.00 incurred by Stonefield in connection with the prosecution of this action through default judgment are reasonable and necessary. The fees reflect efficient staffing, appropriate billing rates, and a reasonable number of hours for the scope and complexi

VIII. CONDITIONAL APPELLATE FEES

51. Should any appeal or post-judgment proceedings be filed that require additional legal services by Calderwood & Harkness LLP on behalf of Stonefield, Plaintiff reserves the right to seek supplemental attorneys' fees in connection with such proceedings at the appropriate time. At this juncture, however, Plaintiff seeks only the attorneys' fees incurred through the entry of default judgment, in the amount of $18,650

IX. CONCLUSION AND STATEMENT OF FEE AMOUNT SOUGHT