Contract analysis

I. INTRODUCTION Plaintiff Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), a Texas corporation with its principal offices at 4100 Commerce Street, Suite 1200, Dallas, Texas 75226, by and through its counsel of record, Calderwood & Harkness LLP, 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201, respectfully moves this Court to enter default judgment against Defendants Ridgeline Freight Carriers LLC ("Ridgelin

II. SUPPORTING BRIEF A. Procedural History and Proper Service of Process

1. Filing of the Original Petition. On February 12, 2024, Stonefield filed its Original Petition in this Court, asserting claims for breach of contract against Ridgeline and for enforcement of the personal guaranty against Gerald Brashear, individually. The claims arise from Defendants' obligations under the Dedicated Freight Services Agreement dated April 15, 2022, between Stonefield (as "Shipper") and Ridgeline (as

2. Service on Gerald "Gerry" Brashear. Defendant Gerald "Gerry" Brashear was personally served with process on February 22, 2024, at his residence located at 2314 Quail Creek Drive, Edmond, Oklahoma 73034. Personal service was effected in the State of Oklahoma by a licensed process server retained for that purpose, in accordance with the Texas long-arm statute, Texas Civil Practice & Remedies Code § 17.042, which aut

3. Service on Ridgeline Freight Carriers LLC. Ridgeline Freight Carriers LLC is an Oklahoma limited liability company that was authorized to transact business in the State of Texas during the performance period of the DFSA. Ridgeline designated Lone Star Registered Agents LLC, 811 Congress Avenue, Suite 400, Austin, Texas 78701, as its registered agent for service of process in Texas. Initial attempts to effect perso

4. Certificate of Last Known Address and Request for Default. On April 2, 2024, in compliance with Texas Rule of Civil Procedure 239, Stonefield filed a Certificate of Last Known Address with the Clerk of this Court, certifying the last known addresses of both Defendants as follows: • Ridgeline Freight Carriers LLC: 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159 • Gerald "Gerry" Brashear: 2314 Quail Creek

1. The Dedicated Freight Services Agreement. On April 15, 2022, Stonefield Logistics Group Inc., acting as "Shipper," and Ridgeline Freight Carriers LLC, acting as "Carrier," entered into a Dedicated Freight Services Agreement (the "DFSA"). The DFSA is a comprehensive, arms-length commercial transportation services agreement negotiated between sophisticated parties, each represented by counsel, governing the provisio

Section 3.2 of the DFSA established a Minimum Monthly Revenue Commitment of Three Hundred Twenty-Five Thousand Dollars ($325,000.00) per month, representing an annualized revenue floor of Three Million Nine Hundred Thousand Dollars ($3,900,000.00) and a total contract value over the thirty-six-month Term of Eleven Million Seven Hundred Thousand Dollars ($11,700,000.00). The Minimum Monthly Revenue Commitment reflecte

2. The Liquidated Damages Provision (§ 14.3). The DFSA contains a carefully negotiated liquidated damages provision at Section 14.3. That provision states, in relevant part, that in the event of Carrier's material default under the DFSA and Carrier's failure to cure such default within thirty (30) days of Shipper's written notice thereof, Carrier shall pay to Shipper liquidated damages in an amount equal to the great

Section 14.3 further provides that the parties expressly acknowledge and agree that the liquidated damages amount set forth therein represents a reasonable estimate of Shipper's losses and damages that would be incurred as a result of Carrier's material default, including but not limited to re-procurement costs, service disruption to Shipper's distribution network, loss of customer goodwill, and reputational harm, wh

3. The Consequential Damages Carve-Out (§ 14.4). In addition to the liquidated damages recoverable under Section 14.3, the DFSA provides at Section 14.4 a consequential damages carve-out that expressly permits Shipper to recover actual re-procurement damages incurred as a result of Carrier's material default, to the extent such re-procurement damages are not duplicative of the liquidated damages amount calculated und

Section 14.4 provides that re-procurement damages recoverable under this carve-out shall include, without limitation, emergency spot-market freight charges, surge pricing premiums, substitute carrier mobilization fees, and other direct costs incurred by Shipper to maintain its distribution network operations during the period following Carrier's default and cessation of services.

4. The Personal Guaranty (§ 14.5). Pursuant to Section 14.5 of the DFSA, Gerald "Gerry" Brashear executed a personal, unconditional, and irrevocable guaranty of Carrier's obligations under Section 14 of the DFSA, including but not limited to Carrier's obligations to pay liquidated damages under Section 14.3 and re-procurement damages under Section 14.4. The personal guaranty is capped at a maximum aggregate liability

5. Attorneys' Fee Provision (§ 14.6). Section 14.6 of the DFSA provides that, in any action or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs of suit from the non-prevailing party. This provision is enforceable under Texas law and independently supports an award of attorneys' fees in addition to the statutory entitlem

6. Governing Law and Forum Selection (§§ 18.1, 18.2). The DFSA is governed by the laws of the State of Texas without regard to its conflict-of-laws principles (Section 18.1). The DFSA further provides that the parties irrevocably submit to the exclusive jurisdiction and venue of the courts of Dallas County, Texas, for the resolution of any dispute arising out of or relating to the Agreement (Section 18.2). Both Defen

1. Progressive Service Failures. Ridgeline Freight Carriers LLC was a regional motor carrier operating under United States Department of Transportation Number 3281947 and Motor Carrier Authority Number MC-1042886. At peak operations during the early months of the DFSA's performance period, Ridgeline operated a fleet of up to thirty-eight (38) Class 8 tractors and fifty-two (52) dry van trailers, and it maintained a r

2. Written Cure Notice. On October 18, 2023, Stonefield sent Ridgeline and Gerald Brashear a formal written notice of material breach pursuant to Section 14.3 of the DFSA (the "Cure Notice"). The Cure Notice was sent via certified mail, return receipt requested, and via electronic mail to the contractual notice addresses specified in Section 16.1 of the DFSA: • Ridgeline Freight Carriers LLC: 7820 South Meridian Aven

3. Failure to Cure; Cessation of Operations. The thirty-day cure period specified in Section 14.3 of the DFSA expired on November 17, 2023. Ridgeline failed to cure the breach. To the contrary, Ridgeline's service levels continued to deteriorate during the cure period, and Ridgeline took no meaningful steps to restore the required fleet capacity on Stonefield's lanes. Ridgeline ceased all freight operations entirely

4. Pre-Suit Demand by Counsel. On February 5, 2024, Calderwood & Harkness LLP, acting as litigation counsel for Stonefield, sent a pre-suit demand letter to Ridgeline Freight Carriers LLC at its principal office at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159, and to Gerald Brashear individually at his residence at 2314 Quail Creek Drive, Edmond, Oklahoma 73034. The pre-suit demand letter demanded paymen

1. Liquidated Damages Under § 14.3 — $1,381,250.00. The liquidated damages owed by Ridgeline under Section 14.3 of the DFSA are calculated as follows: Date of Default: November 17, 2023 (the date of expiration of the thirty-day cure period following Stonefield's October 18, 2023 Cure Notice) Contract Expiration Date: April 14, 2025 Remaining Months in Unexpired Term: 17 months (from November 17, 2023 through April 14

2. Re-Procurement Damages Under § 14.4 — $1,056,250.00. Following Ridgeline's cessation of all freight operations on or about December 8, 2023, Stonefield was left without dedicated carrier capacity for its Texas retail distribution lanes. To maintain the continuity of its distribution operations and fulfill its obligations to its retail customers throughout Texas, Stonefield was forced to procure emergency substitut

3. Total Damages — $2,437,500.00. The total damages sought by Stonefield are as follows: Liquidated damages under § 14.3 of the DFSA: $1,381,250.00 Re-procurement damages under § 14.4 of the DFSA: $1,056,250.00 Total Damages: $2,437,500.00

4. Pre-Judgment Interest — $87,791.10. Plaintiff is entitled to recover pre-judgment interest on the damages awarded in this action. Under Texas Finance Code § 304.003, pre-judgment interest accrues on damages in a wrongful-death, personal-injury, or property-damage case at the rate provided for post-judgment interest—currently 5.00% per annum—beginning on the earlier of (1) 180 days after the date the defendant rece

5. Attorneys' Fees — $18,650.00. Stonefield is entitled to recover reasonable attorneys' fees incurred in connection with this action pursuant to two independent bases: (1) Section 14.6 of the DFSA, which provides that the prevailing party in any action to enforce the DFSA is entitled to recover reasonable attorneys' fees and costs of suit; and (2) Texas Civil Practice & Remedies Code § 38.001, which entitles a party

6. Court Costs — $1,247.50. Stonefield has incurred court costs totaling $1,247.50 in connection with this action. These costs include the filing fee for the Original Petition, fees for issuance and service of citation on both Defendants (including the process server's fee for personal service on Brashear in Oklahoma and the fee for substitute service through the Texas Secretary of State on Ridgeline), and certified

7. Total Judgment Sought — $2,545,188.60. The total judgment sought by Stonefield against Defendants Ridgeline Freight Carriers LLC and Gerald "Gerry" Brashear, individually, jointly and severally, is summarized as follows: This judgment is sought jointly and severally against both Defendants. Gerald Brashear's personal guaranty under Section 14.5 of the DFSA guarantees Ridgeline's obligations under Section 14 up to

III. EVIDENCE IN SUPPORT In support of this Motion for Default Judgment, Stonefield submits the following evidence: A. Affidavit of Marcus Ellington (Exhibit A) Marcus Ellington is the Chief Executive Officer of Stonefield Logistics Group Inc. and has served in that capacity since the company's founding. Mr. Ellington has personal knowledge of the facts relevant to this action, including the negotiation and execution

IV. PRAYER FOR RELIEF WHEREFORE, PREMISES CONSIDERED, Plaintiff Stonefield Logistics Group Inc. respectfully prays that this Court:

1. Enter default judgment against Defendants Ridgeline Freight Carriers LLC and Gerald "Gerry" Brashear, individually, jointly and severally;

2. Award Plaintiff damages in the total amount of $2,437,500.00, consisting of liquidated damages of $1,381,250.00 under Section 14.3 of the Dedicated Freight Services Agreement and re-procurement damages of $1,056,250.00 under Section 14.4 of the Dedicated Freight Services Agreement;

3. Award Plaintiff pre-judgment interest in the amount of $87,791.10, or such amount as calculated through the actual date of judgment entry at the rate of 5.00% per annum under Texas Finance Code § 304.003, accruing from November 17, 2023 through the date of judgment;

4. Award Plaintiff reasonable attorneys' fees in the amount of $18,650.00 pursuant to Section 14.6 of the Dedicated Freight Services Agreement and Texas Civil Practice & Remedies Code § 38.001;

5. Award Plaintiff court costs in the amount of $1,247.50;

6. Award post-judgment interest at the rate of 5.00% per annum from the date of judgment until the judgment is paid in full, as permitted under Texas Finance Code § 304.003;

7. Grant Plaintiff such other and further relief, both general and special, at law or in equity, to which it may be justly entitled. Total judgment requested: $2,545,188.60, plus post-judgment interest from the date of judgment until paid.

V. PROPOSED ORDER A proposed Default Judgment (Order) is submitted herewith for the Court's consideration, consistent with the relief sought in this Motion. The proposed Order provides for the entry of default judgment against both Defendants, jointly and severally, in the total amount of $2,545,188.60, together with post-judgment interest, and is presented in a form suitable for the Court's signature.

VI. SIGNATURE BLOCK Respectfully submitted, CALDERWOOD & HARKNESS LLP By: ________ Priya Anand State Bar No. 24078341 panand@calderwoodharkness.com Jeffrey Park State Bar No. 24106589 jpark@calderwoodharkness.com CALDERWOOD & HARKNESS LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: (214) 555-7200 Facsimile: (214) 555-7201 ATTORNEYS FOR PLAINTIFF STONEFIELD LOGISTICS GROUP INC. Date: April 15, 2024

VII. CERTIFICATE OF SERVICE I hereby certify that on April 15, 2024, a true and correct copy of the foregoing Plaintiff's Motion for Default Judgment with Supporting Brief, together with all exhibits and attachments, was served on the following parties by certified mail, return receipt requested: Ridgeline Freight Carriers LLC 7820 South Meridian Avenue Oklahoma City, Oklahoma 73159 Gerald "Gerry" Brashear 2314 Quail

VIII. EXHIBIT LIST / APPENDIX The following exhibits are filed contemporaneously with this Motion for Default Judgment with Supporting Brief: EXHIBIT A: Affidavit of Marcus Ellington, Chief Executive Officer, Stonefield Logistics Group Inc. With the following documentary exhibits attached thereto and authenticated therein: • Exhibit 1: Dedicated Freight Services Agreement dated April 15, 2022 (including the Personal