Contract analysis

1. Plaintiff intends to conduct discovery under Level 3 of Texas Rule of Civil Procedure 190.4 and will request that the Court enter an appropriate discovery control plan at the earliest appropriate time. Plaintiff further requests a scheduling order and discovery control plan conference pursuant to Rule 190.4.

2. Level 3 discovery is appropriate in this action because Plaintiff seeks monetary relief in excess of $1,000,000.00, the claims involve complex contractual provisions including liquidated damages and personal guaranty obligations, and the scope of discovery anticipated — including document production from multiple entities and potential third-party carriers, depositions of key witnesses in both Texas and Oklahoma,

3. Plaintiff Stonefield Logistics Group Inc. ("Stonefield" or "SLG") is a Texas corporation duly organized and existing under the laws of the State of Texas, with its principal office located at 4100 Commerce Street, Suite 1200, Dallas, Texas 75226.

4. Stonefield is a transportation and logistics company specializing in third-party logistics ("3PL") services. Stonefield's core service offerings include dedicated fleet management, intermodal drayage, and last-mile delivery solutions for major retail and consumer goods clients. Stonefield operates a managed transportation network spanning 14 states across the Southern and Central United States, coordinating freigh

5. Marcus Ellington serves as the Chief Executive Officer of Stonefield. Diane Ostrowski serves as the General Counsel of Stonefield.

6. Stonefield may be served through its registered agent, CT Statutory Agent Services, located at 1999 Bryan Street, Suite 900, Dallas, Texas 75201. B. Defendant Ridgeline Freight Carriers LLC

7. Defendant Ridgeline Freight Carriers LLC ("Ridgeline" or "RFC") is an Oklahoma limited liability company organized under the laws of the State of Oklahoma and registered to do business in the State of Texas as a foreign limited liability company.

8. Ridgeline's principal office is located at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159.

9. Ridgeline is a motor carrier engaged in the business of providing regional truckload and less-than-truckload ("LTL") freight services. Ridgeline holds United States Department of Transportation Number 3281947 and Motor Carrier Number MC-1042886, and operates as an authorized for-hire motor carrier of property in interstate and intrastate commerce.

10. Ridgeline's managing member and sole owner is Gerald "Gerry" Brashear. Upon information and belief, Brashear exercises sole and exclusive control over Ridgeline's management, operations, and financial affairs, and no other individual or entity holds any membership interest in Ridgeline.

11. Ridgeline may be served through its registered agent in Texas, Lone Star Registered Agents LLC, located at 811 Congress Avenue, Suite 400, Austin, Texas 78701, or wherever Ridgeline may be found. C. Defendant Gerald "Gerry" Brashear

12. Defendant Gerald "Gerry" Brashear ("Brashear") is an individual residing at 2314 Quail Creek Drive, Edmond, Oklahoma 73034. Brashear is sui juris.

13. Brashear is the managing member and sole owner of Ridgeline Freight Carriers LLC. In that capacity, Brashear directed and controlled Ridgeline's operations, including its decision to enter into the contract at issue in this action and its subsequent failure to perform its obligations thereunder.

14. In connection with the execution of the Dedicated Freight Services Agreement described herein, Brashear executed a personal, unconditional guaranty of Ridgeline's obligations under Section 14 of the Agreement, thereby binding himself individually and personally for Ridgeline's payment and performance obligations arising from a material breach.

15. Brashear may be served at his residential address at 2314 Quail Creek Drive, Edmond, Oklahoma 73034, or wherever he may be found.

III. JURISDICTION AND VENUE A. Subject Matter Jurisdiction

16. This Court has subject matter jurisdiction over this action because the amount in controversy exceeds the minimum jurisdictional limits of this Court. Plaintiff seeks damages in excess of $2,437,500.00, exclusive of interest, attorneys' fees, and costs. The claims at issue arise under the laws of the State of Texas, including the Texas Business and Commerce Code and the common law of contracts, and present justic

17. This Court has personal jurisdiction over Defendant Ridgeline Freight Carriers LLC. Ridgeline is registered to do business in the State of Texas as a foreign limited liability company and maintains a registered agent for service of process in Texas — specifically, Lone Star Registered Agents LLC, located at 811 Congress Avenue, Suite 400, Austin, Texas 78701.

18. In addition, Ridgeline entered into and performed a contract — the Dedicated Freight Services Agreement — that required substantial performance in Texas. Specifically, Ridgeline committed to providing dedicated trucking services for Stonefield's Texas retail distribution routes, operating daily freight lanes between distribution centers located in Dallas, Houston, San Antonio, and Austin, Texas. Ridgeline station

19. Ridgeline's contacts with the State of Texas are continuous and systematic, and arise directly from the transaction and occurrence that is the subject of this lawsuit. Ridgeline's contacts are sufficient to satisfy both the requirements of the Texas long-arm statute, Texas Civil Practice and Remedies Code § 17.042, and the requirements of constitutional due process under the Fourteenth Amendment to the United Sta

20. This Court has personal jurisdiction over Defendant Gerald "Gerry" Brashear. Brashear purposefully availed himself of the privilege of conducting activities within the State of Texas by personally executing a guaranty of obligations arising from a contract that required substantial performance in Texas. By executing the personal guaranty set forth in Section 14.5 of the Dedicated Freight Services Agreement, Brash

21. Upon information and belief, Brashear also personally participated in the negotiation of the Dedicated Freight Services Agreement, traveled to Dallas, Texas on multiple occasions in connection with the Agreement, and personally directed Ridgeline's Texas operations during the term of the Agreement.

22. Brashear's contacts with the State of Texas satisfy both the Texas long-arm statute, Texas Civil Practice and Remedies Code § 17.042, and constitutional due process requirements. The exercise of personal jurisdiction over Brashear is fair and reasonable given his voluntary assumption of contractual obligations tied to performance in Texas. D. Venue.

23. Venue is proper in Dallas County, Texas pursuant to the forum selection clause contained in Section 18.2 of the Dedicated Freight Services Agreement. Section 18.2 provides, in pertinent part, that Dallas County, Texas shall be the exclusive forum for the resolution of any and all disputes arising under or relating to the Agreement. Both Ridgeline and Brashear are bound by this mandatory forum selection clause — R

24. Venue is additionally proper in Dallas County, Texas under Texas Civil Practice and Remedies Code § 15.002(a)(1), because all or a substantial part of the events or omissions giving rise to Plaintiff's claims occurred in Dallas County, Texas. Stonefield's principal office is located in Dallas County; the Agreement was negotiated and executed in Dallas County; a substantial portion of the dedicated freight service

25. All conditions precedent to Plaintiff's right to recover have been performed, have occurred, or have been waived.

26. Specifically, and without limiting the generality of the foregoing, Stonefield fully complied with the notice and cure provisions of the Dedicated Freight Services Agreement. On October 18, 2023, Stonefield provided Ridgeline and Gerald Brashear with written notice of material breach via certified mail, return receipt requested, and via electronic mail to the notice addresses specified in the Agreement, including

27. Ridgeline failed to cure its material breach within the 30-day cure period. The cure period expired on November 17, 2023, without any cure or any substantive response from Ridgeline or Brashear.

28. On December 22, 2023, Stonefield's General Counsel, Diane Ostrowski, sent a formal demand letter to Ridgeline at its principal office address and to Gerald Brashear at his residential address, demanding payment of liquidated damages pursuant to Section 14.3 of the Agreement and re-procurement damages pursuant to Section 14.4 of the Agreement. Neither Ridgeline nor Brashear responded to the demand or tendered any

29. Stonefield has satisfied all contractual prerequisites to the enforcement of its remedies under the Agreement, and no further conditions precedent remain unperformed.

V. FACTUAL BACKGROUND A. The Dedicated Freight Services Agreement

30. On or about April 15, 2022, Stonefield and Ridgeline entered into that certain Dedicated Freight Services Agreement (the "DFSA" or the "Agreement"), a true and correct copy of which will be attached as an exhibit to Plaintiff's evidence at trial. The DFSA is a comprehensive written contract governing the terms and conditions under which Ridgeline, as "Carrier," would provide dedicated trucking services to Stonefi

31. Under the DFSA, Ridgeline committed to providing a minimum of 12 dedicated Class 8 tractor-trailers, each operated by qualified, properly licensed drivers, for Stonefield's Texas retail distribution lanes. These dedicated lanes included daily scheduled routes between Stonefield's distribution centers located in Dallas, Houston, San Antonio, and Austin, Texas. The dedicated fleet commitment was a core term of the

32. The term of the DFSA was 36 months, commencing on April 15, 2022 and expiring on April 14, 2025, unless earlier terminated in accordance with the terms of the Agreement.

33. Section 3.2 of the DFSA established a Minimum Monthly Revenue Commitment of $325,000.00 per month. This commitment represented the minimum monthly freight revenue that Ridgeline was obligated to generate through its dedicated fleet services for Stonefield's Texas distribution lanes. The Minimum Monthly Revenue Commitment established an annual revenue floor of $3,900,000.00 and a total contract value over the full

34. The DFSA contains carefully negotiated remedial provisions designed to protect Stonefield in the event of Ridgeline's material default. These provisions were the product of arm's-length negotiations between sophisticated commercial parties, each represented by counsel.

35. Section 14.3 of the DFSA provides that in the event of Carrier's material default and failure to cure within 30 days of written notice thereof, Carrier shall pay liquidated damages equal to the greater of: (a) twenty-five percent (25%) of the remaining unpaid Minimum Monthly Revenue Commitment for the unexpired portion of the term; or (b) Five Hundred Thousand Dollars ($500,000.00). The parties expressly agreed i

36. Section 14.4 of the DFSA contains a consequential damages carve-out for documented re-procurement costs. Specifically, Section 14.4 provides that documented costs incurred by Shipper as a direct result of Carrier's material breach — including, without limitation, emergency spot-market freight charges, surge pricing, and substitute carrier fees — are recoverable by Shipper in addition to, and separate and apart fr

37. Section 14.5 of the DFSA provides that Gerald Brashear, as the managing member and sole owner of Ridgeline, personally, unconditionally, and irrevocably guarantees Carrier's obligations under Section 14 of the Agreement. The personal guaranty is capped at Three Million Dollars ($3,000,000.00). By executing the guaranty, Brashear agreed to be personally liable for Ridgeline's payment obligations arising from a mat

38. Section 14.6 of the DFSA provides that the prevailing party in any action, suit, or proceeding to enforce the Agreement or to collect damages arising from a breach thereof shall be entitled to recover its reasonable and necessary attorneys' fees and court costs from the non-prevailing party.

39. Section 18.1 of the DFSA provides that the Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

40. Section 18.2 of the DFSA provides that Dallas County, Texas shall be the exclusive forum for the resolution of any and all disputes, claims, or controversies arising under or relating to the Agreement. Both parties consented to the personal jurisdiction of the courts of Dallas County, Texas and waived any objection to venue in Dallas County. C. Ridgeline's Performance and Progressive Breach

41. From the commencement of the DFSA on April 15, 2022 through approximately the end of June 2023, Ridgeline substantially performed its obligations under the Agreement. During this approximately 15-month period, Ridgeline generally maintained the contracted minimum fleet of 12 dedicated Class 8 tractor-trailers and provided the daily scheduled services required for Stonefield's Texas retail distribution lanes. Ston

42. Beginning in or around July 2023, Ridgeline began failing to provide the required 12-truck minimum fleet commitment. Ridgeline progressively reduced the number of dedicated trucks and drivers available to Stonefield's Texas distribution lanes, without authorization, without prior notice, and without any contractual justification.

43. Over the course of July, August, September, and October 2023, the deterioration in Ridgeline's performance was severe and accelerating. By October 2023, Ridgeline was providing as few as 4 dedicated trucks — representing only one-third of the contractual minimum of 12 trucks. This dramatic shortfall caused severe and escalating disruption to Stonefield's Texas retail distribution operations. Stonefield's retail c

44. Upon information and belief, Ridgeline's progressive service failures resulted from severe financial distress within Ridgeline's operations. Ridgeline experienced significant driver attrition, was unable to recruit and retain qualified replacement drivers, and lacked the financial resources necessary to meet its operational commitments under the DFSA. Ridgeline failed to disclose its financial difficulties to Sto

45. On October 18, 2023, Stonefield sent Ridgeline and Gerald Brashear written notice of material breach via certified mail, return receipt requested, and via electronic mail. The notice was addressed to Ridgeline at its principal office at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159, and to Brashear at his residential address, in accordance with the notice provisions of the DFSA.

46. The October 18, 2023 notice identified Ridgeline's material breaches in detail, including the failure to maintain the minimum 12-truck fleet commitment, the progressive reduction of available equipment, and the resulting disruption to Stonefield's distribution operations. The notice demanded that Ridgeline cure its material breach within 30 calendar days — that is, by no later than November 17, 2023 — in accordan

47. Ridgeline failed to cure its breach within the 30-day cure period. Ridgeline did not restore the required number of dedicated trucks, did not provide any written plan for cure, and did not offer any alternative remedial measures. The cure period expired on November 17, 2023, which date constitutes the date of default under the DFSA. E. Cessation of Operations and Formal Demand

48. On or about December 8, 2023, Ridgeline ceased all freight operations entirely. Upon information and belief, Ridgeline discharged or lost its remaining drivers, decommissioned its remaining equipment, and effectively shut down its business operations. Ridgeline's complete cessation of operations confirmed the permanence and completeness of its breach and rendered future performance of the DFSA impossible.

49. Upon information and belief, Ridgeline has not filed for protection under any chapter of the United States Bankruptcy Code, and no bankruptcy proceeding involving Ridgeline or Brashear is currently pending in any court.

50. On December 22, 2023, Stonefield's General Counsel, Diane Ostrowski, sent a formal demand letter to Ridgeline at its principal office address and to Gerald Brashear at his residential address. The demand letter set forth the basis for Stonefield's claims, calculated the liquidated damages and re-procurement damages owed, and demanded payment in full. Neither Ridgeline nor Brashear responded to the demand letter,

VI. CAUSES OF ACTION A. First Cause of Action: Breach of Contract Against Ridgeline Freight Carriers LLC

51. Plaintiff incorporates by reference each and every allegation contained in the preceding paragraphs as though fully set forth herein.

52. Stonefield and Ridgeline entered into a valid, binding, and enforceable contract — the Dedicated Freight Services Agreement dated April 15, 2022. The DFSA was supported by adequate consideration, was executed by authorized representatives of both parties, and satisfies all requirements for the formation of a binding contract under Texas law.

53. Stonefield performed all of its material obligations under the DFSA. Throughout the term of the Agreement, Stonefield timely tendered freight shipments, made all required payments, and otherwise complied with its duties and obligations as Shipper under the Agreement.

54. Ridgeline materially breached the DFSA in the following respects: (a) Ridgeline failed to provide the minimum 12-truck dedicated fleet commitment as required by the Agreement, beginning in or about July 2023 and continuing through the date of default; (b) Ridgeline failed to cure its material breach within 30 days after receiving written notice of breach on October 18, 2023, as required by the Agreement; and (c)