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CAUSE NO. 342-2021-04871-TX

IN THE 342ND JUDICIAL DISTRICT COURT TARRANT COUNTY, TEXAS

CRESTLINE PACKAGING SOLUTIONS LLC, Plaintiff,

RIDGEWAY FREIGHT SERVICES INC., Defendant.

PLAINTIFF'S MOTION TO COMPEL DISCOVERY RESPONSES

Filed: October 15, 2021

Plaintiff Crestline Packaging Solutions LLC ("CPS"), by and through its undersigned attorneys, Calderwood & Harkness LLP, respectfully files this Motion to Compel discovery Responses pursuant to Texas Rule of Civil Procedure 215.1 and, in support thereof, states as follows:

I. INTRODUCTION

On September 15, 2021, CPS served its First Set of Interrogatories (consisting of eight interrogatories) and its First Set of Requests for Production of Documents (consisting of twelve requests) on Defendant Ridgeway Freight Services Inc. ("Ridgeway"). Ridgeway's responses were due on or before October 4, 2021. Ridgeway served its responses on that date.

Upon review, CPS determined that Ridgeway's responses are materially deficient. Rather than providing substantive answers and producing responsive documents, Ridgeway served responses consisting primarily of boilerplate objections unsupported by any factual basis and a grossly incomplete document production that fails to include the most directly relevant categories of documents in this dispute.

Before filing this Motion, CPS made good-faith efforts to resolve the deficiencies without Court intervention. On October 8, 2021, undersigned counsel sent a detailed meet-and-confer letter to Marcus T. Hogue of Bartlett, Hogue & Sinclair LLP, 801 Cherry Street, Suite 3400, Fort Worth, Texas 76102, counsel for Ridgeway, identifying each specific deficiency in Ridgeway's responses and requesting that Ridgeway supplement its responses within seven days. On October 12, 2021, Mr. Hogue responded by email, stating that Ridgeway "stands by its responses and objections" and declining to supplement its discovery responses in any respect. The parties are at an impasse that cannot be resolved without Court intervention.

CPS has satisfied the good-faith conferral requirement of Texas Rule of Civil Procedure 191.2 and Local Rule 3.04 of Tarrant County. CPS respectfully requests that the Court enter an order compelling Ridgeway to serve complete responses to Interrogatories Nos. 1 and 5 and to produce all documents responsive to Requests for Production Nos. 2, 3, 5, 6, and 8, and further requests that the Court award CPS its reasonable expenses, including attorneys' fees, incurred in bringing this Motion, pursuant to Texas Rule of Civil Procedure 215.1(d).

II. BACKGROUND

A. The Dispute

CPS is an Ohio limited liability company headquartered at 4500 Needmore Road, Dayton, Ohio 45424. CPS is engaged in specialty packaging manufacturing and industrial chemical coatings, serving customers in the automotive, aerospace, consumer goods, and industrial manufacturing sectors. CPS ships approximately 14,000 truckloads per year from five manufacturing facilities located across Ohio, Indiana, and Texas. CPS is a portfolio company of Pinnacle Ridge Capital Partners LP, a private equity firm.

Ridgeway is a Texas corporation headquartered at 7200 East Lancaster Avenue, Fort Worth, Texas 76112. Ridgeway provides third-party logistics services, including full-truckload ("FTL") and less-than-truckload ("LTL") freight transportation services. Ridgeway operates a fleet of approximately 450 tractors and 1,200 trailers and maintains terminals throughout the central and southern United States.

On April 15, 2019, CPS and Ridgeway entered into a Master Transportation Services Agreement (the "MTSA"), a comprehensive contract with a three-year term governing Ridgeway's provision of freight transportation services for CPS's outbound and inbound shipment lanes. The MTSA, which was negotiated at arm's length over a period of approximately four months, established detailed pricing terms, including the following:

• Specific per-mile FTL rates by lane, as set forth in Exhibit B to the MTSA (Ohio to Texas: $2.18 per mile; Indiana to Texas: $2.04 per mile; Texas to Ohio: $2.22 per mile);

• Per-hundredweight LTL rates, including $14.60 per hundredweight for Class 70 freight, also set forth in Exhibit B;

• A fuel surcharge formula set forth in Exhibit C to the MTSA, requiring the fuel surcharge to be calculated using the U.S. Department of Energy ("DOE") Weekly Retail On-Highway Diesel Price published for the same week as the date of the shipment;

• A 2.5% annual rate escalator, effective each April 15 during the term, applied to base rates only (i.e., the Exhibit B rates, exclusive of fuel surcharges and accessorial charges).

The MTSA also contains, at Section 15.1, an express no-oral-modification clause requiring that all amendments, modifications, or supplements to the MTSA be in writing and signed by authorized representatives of both parties.

B. The Overcharges

CPS's claims in this action arise from Ridgeway's systematic overbilling of CPS in the total amount of $1,847,632.19 on freight invoices rendered over a twenty-six-month period from February 2019 through March 2021 (the "Overcharge Period"). During the Overcharge Period, Ridgeway invoiced CPS a total of $12,318,209.46 across 9,843 individual invoices. The correct aggregate amount, calculated in accordance with the contractual rates established in the MTSA (including the annual 2.5% rate escalator), is $10,470,577.27. The difference — $1,847,632.19 — represents the total amount by which Ridgeway overcharged CPS.

CPS's forensic analysis, performed by Meridian Forensic Accounting Group LLC, has identified four distinct categories of overcharges:

1. Inflated Per-Mile Rates: $1,104,891.53. Of the 9,843 invoices rendered during the Overcharge Period, 4,217 invoices reflect per-mile FTL rates that are eight to twelve percent (8–12%) above the rates specified in Exhibit B to the MTSA (inclusive of the contractual 2.5% annual escalator). This category represents the largest component of CPS's damages.

2. Improper Fuel Surcharge Calculations: $387,412.66. CPS's forensic analysis has determined that Ridgeway calculated fuel surcharges using a seven-day lagging DOE diesel price index — that is, the DOE index published for the week preceding the week of the shipment — rather than the same-week DOE index required by Exhibit C to the MTSA. Because diesel prices generally trended upward during the Overcharge Period, the systematic use of a lagging index resulted in higher fuel surcharges than those contractually warranted.

3. Unauthorized Accessorial Charges: $241,008.00. Ridgeway billed CPS for liftgate fees, detention charges, and re-delivery fees totaling $241,008.00 during the Overcharge Period. CPS's review of these charges has revealed that they were billed without any supporting delivery documentation (such as driver-signed delivery receipts, detention logs, or liftgate usage records) and without prior authorization as required under the MTSA.

4. Duplicate Invoices: $114,320.00. Eighty-three (83) invoices during the Overcharge Period were submitted by Ridgeway and paid by CPS twice. CPS identified these duplicate payments during its accounts payable audit and has demanded reimbursement.

C. Procedural History

On July 19, 2021, CPS filed its Original Petition in this Court asserting claims for breach of contract, money had and received, common-law fraud, and unjust enrichment. CPS's claims seek recovery of the $1,847,632.19 in overcharges, together with interest, attorneys' fees, and other available relief.

On August 5, 2021, Ridgeway filed its Answer and Counterclaim. In its Answer, Ridgeway asserted affirmative defenses of oral modification, waiver, and estoppel. Ridgeway also asserted a counterclaim seeking $340,000 in alleged lost profits arising from CPS's termination of the MTSA in March 2021, which Ridgeway contends was premature.

On September 15, 2021, CPS served its First Set of Interrogatories, consisting of eight interrogatories, and its First Set of Requests for Production of Documents, consisting of twelve requests. These discovery requests are narrowly tailored to the core issues in the case and seek information and documents directly relevant to CPS's claims and Ridgeway's defenses.

On October 4, 2021, Ridgeway served its responses to CPS's discovery requests. As set forth in detail below, those responses are materially deficient, consisting largely of boilerplate objections and an incomplete production of documents that omits the most relevant categories of evidence.

D. The discovery at Issue

CPS's discovery requests are directed squarely at the central issues in this case: whether Ridgeway charged CPS rates exceeding the contractual schedule set forth in the MTSA; the identity of the individuals at Ridgeway responsible for setting, adjusting, and implementing CPS's freight rates; the intent and knowledge of those individuals; the factual basis, if any, for Ridgeway's affirmative defense of oral modification; the fuel surcharge methodology Ridgeway actually employed; the documentation, if any, supporting the accessorial charges billed to CPS; and the configuration and audit history of Ridgeway's billing system as it pertains to the CPS Account.

CPS now seeks an order of this Court compelling Ridgeway to provide complete and substantive responses to Interrogatories Nos. 1 and 5 and to produce all documents responsive to Requests for Production Nos. 2, 3, 5, 6, and 8. The specific deficiencies in each of these responses are addressed in turn below.

III. SPECIFIC DEFICIENCIES

A. Interrogatory Deficiencies

1. Interrogatory No. 1 — Identification of Rate-Setting Personnel. The Request. Interrogatory No. 1 asked Ridgeway to identify, by name, title, job description, and dates of employment, each person at Ridgeway who was involved in setting, adjusting, approving, or implementing the freight rates applied to CPS invoices during the Overcharge Period (February 1, 2019 through March 31, 2021).

Ridgeway's Response. In response, Ridgeway identified only two individuals: Raymond Calder, Founder and CEO, and Brenda Novotny, COO. Ridgeway stated that rate-setting "was handled at the executive level" and provided no further identification of any other individuals involved in the rate-setting process for the CPS Account.

Deficiency. Ridgeway's response is evasive and materially incomplete within the meaning of Texas Rule of Civil Procedure 215.1(b). CPS's own business records reflect that CPS personnel routinely communicated with James Whitford, who holds the title of Vice President of Pricing & Rate Management at Ridgeway, regarding lane rates, rate adjustments, and billing matters pertaining to the CPS Account. Mr. Whitford's title alone — "Vice President of Pricing & Rate Management" — plainly establishes that he was involved in setting, adjusting, or implementing the freight rates applied to CPS invoices. The failure to identify Mr. Whitford in response to Interrogatory No. 1 is inexplicable and renders the response materially incomplete.

Moreover, it strains credulity that only two senior executives — the CEO and COO — were involved in the day-to-day mechanics of setting and implementing freight rates for a customer account generating over $12 million in revenue over a twenty-six-month period. Companies of Ridgeway's size (approximately 380 employees) maintain pricing departments staffed by analysts, pricing managers, and rate administrators who are responsible for programming rates into billing systems, adjusting rates as needed, and implementing rate changes. The identification of these individuals is necessary for CPS to understand who touched the CPS rate settings, when, and why.

Relevance. The identity of all persons who participated in setting, adjusting, approving, or implementing the freight rates applied to CPS invoices is directly relevant to CPS's breach of contract and common-law fraud claims. To establish fraud, CPS must prove, among other elements, that Ridgeway made material misrepresentations (in the form of invoices reflecting inflated rates) with knowledge of their falsity or with reckless disregard for their truth. The identification of the individuals who programmed, approved, or directed the rate changes is essential to this inquiry. Ridgeway's refusal to identify these individuals hampers CPS's ability to take depositions of the relevant witnesses and develop the factual record necessary to prosecute its claims.

2. Interrogatory No. 5 — Oral Modification Contentions. The Request. Interrogatory No. 5 asked whether Ridgeway contends that the MTSA was orally modified or amended at any time during its term and, if so, to identify: (a) the date or dates of the alleged oral modification; (b) the individuals who were parties to or participated in the conversation or conversations in which the modification was allegedly agreed upon; (c) the substance of the modification allegedly agreed upon, including the specific terms that were changed and the new terms agreed upon; and (d) any written memorialization of the alleged oral modification, including but not limited to emails, letters, notes, or memoranda.

Ridgeway's Response. Ridgeway responded only that "rate adjustments were discussed between Ridgeway and CPS personnel in the ordinary course of business." Ridgeway refused to identify any specific dates on which such discussions allegedly occurred, any specific participants on either the Ridgeway or CPS side, the substance of what was allegedly agreed, or any written memorialization of the alleged modification.

Deficiency. Ridgeway's response is woefully inadequate. Oral modification is Ridgeway's principal affirmative defense, which it expressly asserted in its August 5, 2021 Answer. Having placed oral modification squarely at issue in this case, Ridgeway has a corresponding obligation to provide the factual details underlying that defense in discovery. A party asserting an affirmative defense cannot simultaneously refuse to provide the basic facts supporting it.

The vague and conclusory assertion that rates were "discussed" "in the ordinary course of business" provides CPS with no actionable information whatsoever. It does not identify a single date, a single conversation, a single participant, or a single specific term that was allegedly modified. CPS cannot evaluate, investigate, or rebut a defense that Ridgeway refuses to specify. If Ridgeway intends to argue at trial that the inflated rates were the product of an oral agreement between the parties, CPS is entitled to know now — not for the first time at trial — when that agreement was allegedly made, who made it, and what its terms were.

Relevance. The MTSA contains an express no-oral-modification clause at Section 15.1, which provides that "[n]o amendment, modification, or supplement to this Agreement shall be valid or binding unless set forth in a written instrument signed by both parties." If Ridgeway intends to rely on oral modification to justify the eight-to-twelve percent rate inflations identified in CPS's forensic analysis, CPS is entitled to know the specific facts supporting that defense so that it can conduct its own investigation and prepare its rebuttal.

CPS's senior supply chain and legal personnel — including Patricia Sung, Vice President of Supply Chain & Logistics; Harold Inman, General Counsel; and Dennis Yurkovich, Chief Financial Officer — have each confirmed that no CPS personnel authorized any rate modifications outside the Exhibit B rate schedule and the contractual 2.5% annual escalator. CPS is prepared to present testimony from each of these individuals that no oral modification was ever discussed, proposed, or agreed to. But CPS cannot fully develop its rebuttal without knowing the specific factual allegations Ridgeway intends to advance.

B. Request for Production Deficiencies

1. Request No. 2 — Rate Files, Rate Tables, and Rate Change Logs for the CPS Account. The Request. Request for Production No. 2 sought all rate files, rate tables, rate cards, and rate schedules maintained by Ridgeway for the CPS Account during the Overcharge Period, including any versions reflecting changes or adjustments to the rates applicable to CPS shipments.

Ridgeway's Response. In response, Ridgeway produced a single page purporting to be a summary of "standard rates." This single-page document is a generic summary that does not reference CPS by name or by account number, does not correspond to the Exhibit B rate schedule attached to the MTSA, and does not reflect any CPS-specific rate file, rate table, system export, or rate change log.

Deficiency. The single-page "standard rates" summary is plainly not a complete or adequate production in response to this request. This dispute centers on the precise rates that Ridgeway actually applied to CPS invoices during the Overcharge Period versus the rates contractually required under Exhibit B of the MTSA. The most directly relevant documents in this case are the CPS-specific rate files within Ridgeway's billing and transportation management system — the files that reflect the rates actually programmed for CPS shipments, any changes to those rates over time, and the dates on which any such changes were made.

Every modern transportation management system ("TMS") and freight billing system maintains customer-specific rate files. These files are how carriers ensure that the correct contract rates are applied to each customer's shipments. For a customer account of CPS's size — generating over $12 million in freight charges over twenty-six months — Ridgeway unquestionably maintained CPS-specific rate files in its billing system. Those files, including all versions and change logs, are responsive to this request and have not been produced.

Relevance. A comparison of the CPS-specific rate files maintained in Ridgeway's billing system against the Exhibit B rate schedule will establish the scope and timing of the rate inflations and whether they were the result of deliberate reprogramming by Ridgeway personnel or some other cause. This evidence goes to the very heart of both the breach of contract and fraud claims. Without these documents, CPS is left to prove its case solely through its own invoice-by-invoice analysis, while Ridgeway sits on the very records that would confirm or deny the rate discrepancies.

2. Request No. 3 — Internal Communications Regarding CPS Pricing and Billing. The Request. Request for Production No. 3 sought all communications between or among Ridgeway employees, officers, or agents concerning the rates, pricing, or billing applicable to CPS during the Overcharge Period. This includes, without limitation, emails, instant messages, memoranda, notes, and any other form of written or electronic communication.

Ridgeway's Response. Ridgeway objected to this request on the grounds of "undue burden" and "overbreadth" and produced zero documents.

Deficiency. This blanket objection is unsupported and improper under both the Texas Rules of Civil Procedure and controlling case law. The request is narrowly tailored in multiple respects: it seeks only communications concerning rates, pricing, or billing for one specific customer — CPS — during a defined twenty-six-month period. It does not seek all internal communications on all topics; it does not seek communications regarding any customer other than CPS; and it does not seek communications outside the defined Overcharge Period.

Ridgeway has approximately 380 employees. The relevant custodians for a search of this nature are readily identifiable and would include, at minimum, the following categories: (i) pricing and rate management department personnel, including James Whitford and his reports; (ii) the account management team assigned to the CPS Account; (iii) relevant executives, including Raymond Calder and Brenda Novotny; and (iv) billing and invoicing personnel who processed CPS invoices. A targeted search of these custodians' email and messaging systems for communications referencing CPS during the Overcharge Period is a routine and manageable discovery task that any organization of Ridgeway's size can reasonably be expected to perform.

Internal communications about why and how CPS's rates were changed — discussions about rate adjustments, directives to increase rates, questions about billing discrepancies, or acknowledgments of overbilling — are among the most probative evidence of whether the overcharges were intentional. Such communications are directly relevant to CPS's fraud claim, including the critical element of scienter (i.e., knowledge that the invoiced rates exceeded the contractual rates, or reckless disregard for whether they did).

Undue Burden. Ridgeway has offered no affidavit, declaration, or any other form of factual support for its claim of undue burden. It has not identified the number of custodians whose files would need to be searched, the volume of potentially responsive documents, the cost of conducting the search, or any other fact that would permit this Court to evaluate the claimed burden. Under Texas law, the objecting party bears the burden of demonstrating that a discovery request is unduly burdensome, and a bare assertion of "undue burden" without supporting facts is insufficient to resist discovery. In re CSX Corp., 124 S.W.3d 149, 153 (Tex. 2003) (holding that "[a] party resisting discovery must present any evidence necessary to support its objections"). Ridgeway has presented no such evidence and cannot rely on a conclusory objection to withhold an entire category of highly relevant documents.

3. Request No. 5 — Fuel Surcharge Calculation Data. The Request. Request for Production No. 5 sought all documents relating to the fuel surcharge calculations applied to CPS invoices during the Overcharge Period, including the DOE diesel price data used in each calculation, spreadsheets, calculation logs, and system reports.

Ridgeway's Response. In response, Ridgeway produced fourteen (14) pages of generic fuel surcharge tables. These tables appear to be standard rate tables applicable to all of Ridgeway's customers generally and are not specific to CPS or to the CPS Account.

Deficiency. The fourteen pages produced by Ridgeway do not include the actual calculation spreadsheets, system data, or DOE index data used to compute the specific fuel surcharges billed to CPS on each of the 9,843 invoices rendered during the Overcharge Period. The production of generic, company-wide fuel surcharge tables is not responsive to a request for the specific calculation data underlying the fuel surcharges actually billed to CPS.

The MTSA, at Exhibit C, requires the fuel surcharge to be calculated using the DOE Weekly Retail On-Highway Diesel Price published for the same week as the date of the shipment. CPS's forensic analysis, performed by Meridian Forensic Accounting Group LLC, has identified $387,412.66 in fuel surcharge overcharges attributable to Ridgeway's systematic use of a seven-day lagging DOE index instead of the contractually specified same-week index. To fully substantiate this claim and to enable Meridian Forensic Accounting Group to complete its expert analysis and prepare its expert report, CPS requires the underlying calculation data for each CPS invoice — specifically, the DOE diesel price figure that Ridgeway used in computing each fuel surcharge, the date of the DOE publication relied upon, the calculation methodology applied, and any system reports or logs reflecting how the fuel surcharge was generated for each invoice.

Relevance. The fuel surcharge overcharge category, at $387,412.66, represents the second-largest component of CPS's total damages. The underlying calculation data will reveal whether Ridgeway systematically applied the wrong DOE index to CPS invoices, whether this practice was applied uniformly or selectively, and whether the use of the lagging index was a deliberate billing practice or an inadvertent system configuration error. This evidence is essential both to CPS's damages proof and to the scienter element of its fraud claim.

4. Request No. 6 — Accessorial Charge Documentation. The Request. Request for Production No. 6 sought all documents relating to accessorial charges applied to CPS invoices during the Overcharge Period, including delivery receipts, driver logs, detention records, liftgate usage records, and re-delivery documentation.

Ridgeway's Response. Ridgeway responded by stating that "delivery documentation is maintained by drivers and may not be centrally available" and produced no documents whatsoever.

Deficiency. This response is inadequate under the Texas Rules of Civil Procedure. Ridgeway billed CPS a total of $241,008.00 in accessorial charges during the Overcharge Period, consisting of liftgate fees, detention charges, and re-delivery fees. Having billed CPS for these services, Ridgeway presumably had some factual basis for doing so at the time the charges were invoiced, and the supporting documentation — or the conspicuous absence of such documentation — is directly relevant to CPS's claims.

Ridgeway's assertion that delivery documentation "is maintained by drivers and may not be centrally available" does not excuse Ridgeway from its discovery obligations. Under Texas Rule of Civil Procedure 193.1, a party responding to a request for production must make a reasonable search for responsive documents from all sources reasonably available to it. This includes driver records, field office files, electronic logs maintained in Ridgeway's TMS or dispatch system, and any other repository in which accessorial charge documentation may be stored. Ridgeway cannot simply assert that the documents may not be "centrally available" and then wash its hands of any obligation to search for them. The obligation to conduct a reasonable search extends to records maintained at field offices, in the possession of individual drivers, or in decentralized electronic systems.

Relevance. CPS contends that the $241,008.00 in accessorial charges were billed without supporting delivery documentation and without authorization under the MTSA. If Ridgeway cannot produce documentation supporting these charges — delivery receipts confirming liftgate usage, detention logs signed by CPS personnel confirming wait times exceeding the contractual free time, or re-delivery records documenting failed delivery attempts — then the absence of such documentation is itself probative evidence that the charges were unauthorized and unsupported. CPS is entitled discover whether such documentation exists and, if it does, to review it; and if it does not exist, to establish that fact for the record.

5. Request No. 8 — Billing System Documentation. The Request. Request for Production No. 8 sought all documents relating to Ridgeway's billing system as it pertains to the CPS Account, including system manuals, user guides, configuration settings for the CPS Account, and any audit logs showing changes to rate settings for the CPS Account during the Overcharge Period.

Ridgeway's Response. Ridgeway objected on the ground that its billing system constitutes "proprietary trade secret information" and produced nothing.

Deficiency. Ridgeway's trade secret objection is overbroad and misapplied. CPS does not seek Ridgeway's proprietary software source code, algorithms, or system architecture. CPS seeks specific, discrete categories of information that are factual in nature and directly relevant to the CPS Account:

• Configuration settings for the CPS Account — i.e., the rates and rate parameters that were programmed into Ridgeway's billing system for CPS, which determined the rates applied to CPS invoices. These are factual data points specific to the CPS Account, not proprietary technology.

• User guides — i.e., documentation explaining how rates are entered, modified, and applied within the billing system. Such guides would illuminate the process by which rate changes are made and the controls (or lack thereof) governing rate modifications.

• Audit logs for the CPS Account — i.e., system-generated records showing when the rate settings for the CPS Account were modified, what changes were made, and which user made each change. Audit logs are factual records of system activity, not proprietary intellectual property.

Trade Secret Objection. Ridgeway has not identified any specific trade secret that would be disclosed by the production of the requested documents. Ridgeway has not provided a trade-secret log. Ridgeway has not sought a protective order from this Court. Under Texas law, even where legitimate trade secret concerns exist, the appropriate remedy is a protective order limiting the use and disclosure of the information — not a blanket refusal to produce. In re Continental Gen. Tire, Inc., 979 S.W.2d 609, 613 (Tex. 1998) (holding that "a trial court should first determine whether a protective order would be appropriate before denying discovery based on a trade-secret claim"). CPS is amenable to a reasonable confidentiality stipulation or protective order that would address any legitimate confidentiality concerns regarding Ridgeway's billing system, while still permitting CPS and its counsel to review the CPS-specific configuration settings and audit logs.

Relevance. The audit logs within Ridgeway's billing system will show precisely when CPS's rate settings were changed from the Exhibit B rates to the inflated rates that generated the $1,104,891.53 in per-mile rate overcharges, and will identify which Ridgeway user or users made those changes. This is critical evidence for both the breach of contract claim (establishing that the contractual rates were changed) and the fraud claim (establishing that the changes were deliberate, that they were made by identifiable individuals, and that they were not authorized by CPS). There is no category of documents in this case more directly relevant to the central issues in dispute.

IV. GOOD-FAITH EFFORTS TO RESOLVE

CPS has satisfied the good-faith conferral requirements of Texas Rule of Civil Procedure 191.2 and Local Rule 3.04 of Tarrant County. Specifically:

On October 8, 2021, undersigned counsel sent a detailed meet-and-confer letter to Marcus T. Hogue at Bartlett, Hogue & Sinclair LLP, counsel for Ridgeway, identifying each of the deficiencies described above in Ridgeway's October 4, 2021 discovery responses. The letter specifically addressed the deficiencies in Ridgeway's responses to Interrogatories Nos. 1 and 5 and Requests for Production Nos. 2, 3, 5, 6, and 8, explained why each response was inadequate, cited the applicable legal standards, and requested that Ridgeway supplement its responses within seven days — by October 15, 2021.

On October 12, 2021, Mr. Hogue responded by email, stating that Ridgeway "stands by its responses and objections" and declining to supplement its discovery responses in any respect. Mr. Hogue's email did not address the specific deficiencies identified in CPS's October 8 letter, did not offer any additional factual basis for Ridgeway's objections, and did not propose any alternative resolution or accommodation.

The parties are at an impasse. Despite CPS's good-faith effort to resolve these disputes informally and to avoid burdening the Court, Ridgeway has refused to engage in any meaningful dialogue regarding the adequacy of its discovery responses. Court intervention is therefore necessary.

V. LEGAL STANDARD

Motions to Compel. Texas Rule of Civil Procedure 215.1(b) provides that if a party fails to respond to or supplement a discovery request, or serves responses that are evasive or incomplete, the requesting party may move for an order compelling answers or production. The court shall compel discovery if it determines that the responding party's objections are without merit. The burden is on the party resisting discovery to establish that the requested discovery is improper. In re Kuntz, 124 S.W.3d 179, 181 (Tex. 2003).

Scope of discovery. Texas Rule of Civil Procedure 192.3 provides that, in general, a party may obtain discovery of any matter that is relevant to the subject matter of the pending action and that is not privileged. The scope of discovery under the Texas Rules is broad, and relevance is to be liberally construed. Information need not be admissible at trial to be discoverable; it is sufficient if the information sought is reasonably calculated to lead to the discovery of admissible evidence. Tex. R. Civ. P. 192.3(a).

Boilerplate Objections. Boilerplate objections — objections that are asserted reflexively without specific factual support — are insufficient to resist discovery. In re CSX Corp., 124 S.W.3d 149, 153 (Tex. 2003). The Texas Supreme Court has repeatedly emphasized that the party resisting discovery "must present any evidence necessary to support its objections." Id. Where a party interposes objections but fails to provide any factual basis for those objections, the objections should be overruled and the discovery compelled. Ridgeway has failed to carry its burden of establishing that any of the disputed requests are improper.

Undue Burden. A party claiming that a discovery request is unduly burdensome must present evidence — typically in the form of an affidavit or declaration — of the specific burden imposed by compliance with the request, including facts regarding the volume of responsive materials, the cost and time required to search for and produce them, and the degree to which the burden outweighs the likely benefit of the discovery. A bare assertion of "undue burden" or "overbreadth" without factual support is insufficient to resist discovery. In re CSX Corp., 124 S.W.3d at 153; In re Allstate County Mut. Ins. Co., 227 S.W.3d 667, 669 (Tex. 2007).

Trade Secrets. Even where legitimate trade secret concerns exist, the appropriate remedy is a protective order, not blanket non-production. In re Continental Gen. Tire, Inc., 979 S.W.2d 609, 613 (Tex. 1998). The responding party must first establish that the information sought constitutes a trade secret, and the court must then determine whether the requesting party's need for the information outweighs the potential harm of disclosure. If the requesting party's need is established, the court should fashion a protective order that adequately protects the trade secret while permitting the requesting party access to the information it needs to prosecute or defend its claims. Ridgeway has not identified any specific trade secret, has not presented evidence that the requested information constitutes a trade secret, has not sought a protective order, and has offered no compromise. Its blanket refusal to produce is improper.

VI. RELIEF REQUESTED

For all of the foregoing reasons, CPS respectfully requests that the Court enter an order:

(a) Compelling Ridgeway to serve full and complete responses, without objection, to Interrogatories Nos. 1 and 5 within seven (7) days of the date of the Court's order, including:

(i) Interrogatory No. 1: Complete identification, by name, title, job description, and dates of employment, of all persons at Ridgeway who were involved in setting, adjusting, approving, or implementing the freight rates applied to CPS invoices during the Overcharge Period, including, without limitation, James Whitford, Vice President of Pricing & Rate Management, and all other pricing department personnel;

(ii) Interrogatory No. 5: Complete specification of Ridgeway's oral modification contentions, including the specific date or dates of the alleged oral modification, the identity of all participants in the conversation or conversations in which the modification was allegedly agreed, the substance of the modification allegedly agreed upon (including the specific contractual terms that were changed and the new terms), and identification of any written memorialization of the alleged modification;

(b) Compelling Ridgeway to produce all documents responsive to Requests for Production Nos. 2, 3, 5, 6, and 8 within fourteen (14) days of the date of the Court's order, including:

(i) Request No. 2: All CPS-specific rate files, rate tables, rate cards, rate schedules, system exports, and rate change logs maintained by Ridgeway for the CPS Account during the Overcharge Period, including all versions reflecting changes or adjustments;

(ii) Request No. 3: All internal communications between or among Ridgeway employees, officers, or agents concerning the rates, pricing, or billing applicable to CPS during the Overcharge Period;

(iii) Request No. 5: All actual fuel surcharge calculation data specific to CPS invoices during the Overcharge Period, including the DOE diesel price index data used in each calculation, calculation spreadsheets, calculation logs, and system reports;

(iv) Request No. 6: All accessorial charge documentation for the CPS Account during the Overcharge Period, including delivery receipts, driver logs, detention records, liftgate usage records, and re-delivery documentation;

(v) Request No. 8: All billing system configuration settings for the CPS Account during the Overcharge Period, user guides for the billing system, and audit logs showing changes to rate settings for the CPS Account;

(c) Awarding CPS its reasonable expenses, including attorneys' fees, incurred in connection with the preparation and filing of this Motion, pursuant to Texas Rule of Civil Procedure 215.1(d); and

(d) Granting such other and further relief as the Court deems just and proper.

VII. CONCLUSION

Ridgeway's responses to CPS's First Set of Interrogatories and First Set of Requests for Production of Documents are materially deficient. The discovery CPS seeks goes to the very heart of this dispute: the rates Ridgeway actually programmed and applied to CPS invoices, the identities and roles of the individuals responsible for those rate settings, the fuel surcharge methodology Ridgeway employed, the documentation — or conspicuous absence of documentation — supporting the accessorial charges billed to CPS, and the factual basis for Ridgeway's principal affirmative defense of oral modification.

Ridgeway's boilerplate objections and grossly incomplete production have no legal basis and serve only to impede CPS's prosecution of well-founded claims for $1,847,632.19 in systematic overcharges. CPS has made a good-faith effort to resolve these disputes without Court intervention, but Ridgeway has refused to supplement its responses or to engage in any meaningful dialogue regarding the deficiencies identified. The Court's intervention is now necessary.

CPS respectfully urges the Court to compel Ridgeway to serve complete responses and to produce all responsive documents as detailed above, and to award CPS its reasonable expenses and attorneys' fees incurred in bringing this Motion.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Yuki Nakamura Texas Bar No. 24098712 1001 Fannin Street, Suite 4200 Houston, TX 77002 Telephone: (713) 555-0140 Facsimile: (713) 555-0141

Email: ynakamura@calderwoodharkness.com

Francesca Morano Ohio Bar No. 0087431 250 West Street, Suite 1800 Columbus, OH 43215 Telephone: (614) 555-0190 Facsimile: (614) 555-0191

Email: fmorano@calderwoodharkness.com

ATTORNEYS FOR PLAINTIFF CRESTLINE PACKAGING SOLUTIONS LLC

CERTIFICATE OF SERVICE

I hereby certify that on October 15, 2021, a true and correct copy of the foregoing Plaintiff's Motion to Compel discovery Responses was served on counsel for Defendant Ridgeway Freight Services Inc. via electronic service through the Court's electronic filing system, addressed to:

Marcus T. Hogue Reyna Villarreal Bartlett, Hogue & Sinclair LLP 801 Cherry Street, Suite 3400 Fort Worth, TX 76102 mhogue@bhs-law.com rvillarreal@bhs-law.com

________________________________________

Yuki Nakamura

CERTIFICATE OF CONFERENCE

Pursuant to Texas Rule of Civil Procedure 191.2 and Local Rule 3.04 of Tarrant County, I hereby certify that counsel for Plaintiff Crestline Packaging Solutions LLC made a good-faith effort to resolve the discovery disputes described in this Motion without Court involvement, as follows:

• On October 8, 2021, undersigned counsel sent a detailed letter to Marcus T. Hogue of Bartlett, Hogue & Sinclair LLP, counsel for Defendant Ridgeway Freight Services Inc., identifying each specific deficiency in Ridgeway's October 4, 2021 discovery responses and requesting that Ridgeway supplement its responses within seven days.

• On October 12, 2021, Mr. Hogue responded by email, stating that Ridgeway "stands by its responses and objections" and declining to supplement its responses in any respect.

• The parties are at an impasse and are unable to resolve the disputes identified in this Motion without Court intervention.

________________________________________

Yuki Nakamura

CAUSE NO. 342-2021-04871-TX
IN THE 342ND JUDICIAL DISTRICT COURT TARRANT COUNTY, TEXAS
CRESTLINE PACKAGING SOLUTIONS LLC, Plaintiff,
v.
RIDGEWAY FREIGHT SERVICES INC., Defendant.
PLAINTIFF'S MOTION TO COMPEL DISCOVERY RESPONSES
Filed: October 15, 2021
Plaintiff Crestline Packaging Solutions LLC ("CPS"), by and through its undersigned attorneys, Calderwood & Harkness LLP, respectfully files this Motion to Compel discovery Responses pursuant to Texas Rule of Civil Procedure 215.1 and, in support thereof, states as follows:
I. INTRODUCTION
On September 15, 2021, CPS served its First Set of Interrogatories (consisting of eight interrogatories) and its First Set of Requests for Production of Documents (consisting of twelve requests) on Defendant Ridgeway Freight Services Inc. ("Ridgeway"). Ridgeway's responses were due on or before October 4, 2021. Ridgeway served its responses on that date.
Upon review, CPS determined that Ridgeway's responses are materially deficient. Rather than providing substantive answers and producing responsive documents, Ridgeway served responses consisting primarily of boilerplate objections unsupported by any factual basis and a grossly incomplete document production that fails to include the most directly relevant categories of documents in this dispute.
Before filing this Motion, CPS made good-faith efforts to resolve the deficiencies without Court intervention. On October 8, 2021, undersigned counsel sent a detailed meet-and-confer letter to Marcus T. Hogue of Bartlett, Hogue & Sinclair LLP, 801 Cherry Street, Suite 3400, Fort Worth, Texas 76102, counsel for Ridgeway, identifying each specific deficiency in Ridgeway's responses and requesting that Ridgeway supplement its responses within seven days. On October 12, 2021, Mr. Hogue responded by email, stating that Ridgeway "stands by its responses and objections" and declining to supplement its discovery responses in any respect. The parties are at an impasse that cannot be resolved without Court intervention.
CPS has satisfied the good-faith conferral requirement of Texas Rule of Civil Procedure 191.2 and Local Rule 3.04 of Tarrant County. CPS respectfully requests that the Court enter an order compelling Ridgeway to serve complete responses to Interrogatories Nos. 1 and 5 and to produce all documents responsive to Requests for Production Nos. 2, 3, 5, 6, and 8, and further requests that the Court award CPS its reasonable expenses, including attorneys' fees, incurred in bringing this Motion, pursuant to Texas Rule of Civil Procedure 215.1(d).
II. BACKGROUND
A. The Dispute
CPS is an Ohio limited liability company headquartered at 4500 Needmore Road, Dayton, Ohio 45424. CPS is engaged in specialty packaging manufacturing and industrial chemical coatings, serving customers in the automotive, aerospace, consumer goods, and industrial manufacturing sectors. CPS ships approximately 14,000 truckloads per year from five manufacturing facilities located across Ohio, Indiana, and Texas. CPS is a portfolio company of Pinnacle Ridge Capital Partners LP, a private equity firm.
Ridgeway is a Texas corporation headquartered at 7200 East Lancaster Avenue, Fort Worth, Texas 76112. Ridgeway provides third-party logistics services, including full-truckload ("FTL") and less-than-truckload ("LTL") freight transportation services. Ridgeway operates a fleet of approximately 450 tractors and 1,200 trailers and maintains terminals throughout the central and southern United States.
On April 15, 2019, CPS and Ridgeway entered into a Master Transportation Services Agreement (the "MTSA"), a comprehensive contract with a three-year term governing Ridgeway's provision of freight transportation services for CPS's outbound and inbound shipment lanes. The MTSA, which was negotiated at arm's length over a period of approximately four months, established detailed pricing terms, including the following:
• Specific per-mile FTL rates by lane, as set forth in Exhibit B to the MTSA (Ohio to Texas: $2.18 per mile; Indiana to Texas: $2.04 per mile; Texas to Ohio: $2.22 per mile);
• Per-hundredweight LTL rates, including $14.60 per hundredweight for Class 70 freight, also set forth in Exhibit B;
• A fuel surcharge formula set forth in Exhibit C to the MTSA, requiring the fuel surcharge to be calculated using the U.S. Department of Energy ("DOE") Weekly Retail On-Highway Diesel Price published for the same week as the date of the shipment;
• A 2.5% annual rate escalator, effective each April 15 during the term, applied to base rates only (i.e., the Exhibit B rates, exclusive of fuel surcharges and accessorial charges).
The MTSA also contains, at Section 15.1, an express no-oral-modification clause requiring that all amendments, modifications, or supplements to the MTSA be in writing and signed by authorized representatives of both parties.
B. The Overcharges
CPS's claims in this action arise from Ridgeway's systematic overbilling of CPS in the total amount of $1,847,632.19 on freight invoices rendered over a twenty-six-month period from February 2019 through March 2021 (the "Overcharge Period"). During the Overcharge Period, Ridgeway invoiced CPS a total of $12,318,209.46 across 9,843 individual invoices. The correct aggregate amount, calculated in accordance with the contractual rates established in the MTSA (including the annual 2.5% rate escalator), is $10,470,577.27. The difference — $1,847,632.19 — represents the total amount by which Ridgeway overcharged CPS.
CPS's forensic analysis, performed by Meridian Forensic Accounting Group LLC, has identified four distinct categories of overcharges:
1. Inflated Per-Mile Rates: $1,104,891.53. Of the 9,843 invoices rendered during the Overcharge Period, 4,217 invoices reflect per-mile FTL rates that are eight to twelve percent (8–12%) above the rates specified in Exhibit B to the MTSA (inclusive of the contractual 2.5% annual escalator). This category represents the largest component of CPS's damages.
2. Improper Fuel Surcharge Calculations: $387,412.66. CPS's forensic analysis has determined that Ridgeway calculated fuel surcharges using a seven-day lagging DOE diesel price index — that is, the DOE index published for the week preceding the week of the shipment — rather than the same-week DOE index required by Exhibit C to the MTSA. Because diesel prices generally trended upward during the Overcharge Period, the systematic use of a lagging index resulted in higher fuel surcharges than those contractually warranted.
3. Unauthorized Accessorial Charges: $241,008.00. Ridgeway billed CPS for liftgate fees, detention charges, and re-delivery fees totaling $241,008.00 during the Overcharge Period. CPS's review of these charges has revealed that they were billed without any supporting delivery documentation (such as driver-signed delivery receipts, detention logs, or liftgate usage records) and without prior authorization as required under the MTSA.
4. Duplicate Invoices: $114,320.00. Eighty-three (83) invoices during the Overcharge Period were submitted by Ridgeway and paid by CPS twice. CPS identified these duplicate payments during its accounts payable audit and has demanded reimbursement.
C. Procedural History
On July 19, 2021, CPS filed its Original Petition in this Court asserting claims for breach of contract, money had and received, common-law fraud, and unjust enrichment. CPS's claims seek recovery of the $1,847,632.19 in overcharges, together with interest, attorneys' fees, and other available relief.
On August 5, 2021, Ridgeway filed its Answer and Counterclaim. In its Answer, Ridgeway asserted affirmative defenses of oral modification, waiver, and estoppel. Ridgeway also asserted a counterclaim seeking $340,000 in alleged lost profits arising from CPS's termination of the MTSA in March 2021, which Ridgeway contends was premature.
On September 15, 2021, CPS served its First Set of Interrogatories, consisting of eight interrogatories, and its First Set of Requests for Production of Documents, consisting of twelve requests. These discovery requests are narrowly tailored to the core issues in the case and seek information and documents directly relevant to CPS's claims and Ridgeway's defenses.
On October 4, 2021, Ridgeway served its responses to CPS's discovery requests. As set forth in detail below, those responses are materially deficient, consisting largely of boilerplate objections and an incomplete production of documents that omits the most relevant categories of evidence.
D. The discovery at Issue
CPS's discovery requests are directed squarely at the central issues in this case: whether Ridgeway charged CPS rates exceeding the contractual schedule set forth in the MTSA; the identity of the individuals at Ridgeway responsible for setting, adjusting, and implementing CPS's freight rates; the intent and knowledge of those individuals; the factual basis, if any, for Ridgeway's affirmative defense of oral modification; the fuel surcharge methodology Ridgeway actually employed; the documentation, if any, supporting the accessorial charges billed to CPS; and the configuration and audit history of Ridgeway's billing system as it pertains to the CPS Account.
CPS now seeks an order of this Court compelling Ridgeway to provide complete and substantive responses to Interrogatories Nos. 1 and 5 and to produce all documents responsive to Requests for Production Nos. 2, 3, 5, 6, and 8. The specific deficiencies in each of these responses are addressed in turn below.
III. SPECIFIC DEFICIENCIES
A. Interrogatory Deficiencies
1. Interrogatory No. 1 — Identification of Rate-Setting Personnel. The Request. Interrogatory No. 1 asked Ridgeway to identify, by name, title, job description, and dates of employment, each person at Ridgeway who was involved in setting, adjusting, approving, or implementing the freight rates applied to CPS invoices during the Overcharge Period (February 1, 2019 through March 31, 2021).
Ridgeway's Response. In response, Ridgeway identified only two individuals: Raymond Calder, Founder and CEO, and Brenda Novotny, COO. Ridgeway stated that rate-setting "was handled at the executive level" and provided no further identification of any other individuals involved in the rate-setting process for the CPS Account.
Deficiency. Ridgeway's response is evasive and materially incomplete within the meaning of Texas Rule of Civil Procedure 215.1(b). CPS's own business records reflect that CPS personnel routinely communicated with James Whitford, who holds the title of Vice President of Pricing & Rate Management at Ridgeway, regarding lane rates, rate adjustments, and billing matters pertaining to the CPS Account. Mr. Whitford's title alone — "Vice President of Pricing & Rate Management" — plainly establishes that he was involved in setting, adjusting, or implementing the freight rates applied to CPS invoices. The failure to identify Mr. Whitford in response to Interrogatory No. 1 is inexplicable and renders the response materially incomplete.
Moreover, it strains credulity that only two senior executives — the CEO and COO — were involved in the day-to-day mechanics of setting and implementing freight rates for a customer account generating over $12 million in revenue over a twenty-six-month period. Companies of Ridgeway's size (approximately 380 employees) maintain pricing departments staffed by analysts, pricing managers, and rate administrators who are responsible for programming rates into billing systems, adjusting rates as needed, and implementing rate changes. The identification of these individuals is necessary for CPS to understand who touched the CPS rate settings, when, and why.
Relevance. The identity of all persons who participated in setting, adjusting, approving, or implementing the freight rates applied to CPS invoices is directly relevant to CPS's breach of contract and common-law fraud claims. To establish fraud, CPS must prove, among other elements, that Ridgeway made material misrepresentations (in the form of invoices reflecting inflated rates) with knowledge of their falsity or with reckless disregard for their truth. The identification of the individuals who programmed, approved, or directed the rate changes is essential to this inquiry. Ridgeway's refusal to identify these individuals hampers CPS's ability to take depositions of the relevant witnesses and develop the factual record necessary to prosecute its claims.
2. Interrogatory No. 5 — Oral Modification Contentions. The Request. Interrogatory No. 5 asked whether Ridgeway contends that the MTSA was orally modified or amended at any time during its term and, if so, to identify: (a) the date or dates of the alleged oral modification; (b) the individuals who were parties to or participated in the conversation or conversations in which the modification was allegedly agreed upon; (c) the substance of the modification allegedly agreed upon, including the specific terms that were changed and the new terms agreed upon; and (d) any written memorialization of the alleged oral modification, including but not limited to emails, letters, notes, or memoranda.
Ridgeway's Response. Ridgeway responded only that "rate adjustments were discussed between Ridgeway and CPS personnel in the ordinary course of business." Ridgeway refused to identify any specific dates on which such discussions allegedly occurred, any specific participants on either the Ridgeway or CPS side, the substance of what was allegedly agreed, or any written memorialization of the alleged modification.
Deficiency. Ridgeway's response is woefully inadequate. Oral modification is Ridgeway's principal affirmative defense, which it expressly asserted in its August 5, 2021 Answer. Having placed oral modification squarely at issue in this case, Ridgeway has a corresponding obligation to provide the factual details underlying that defense in discovery. A party asserting an affirmative defense cannot simultaneously refuse to provide the basic facts supporting it.
The vague and conclusory assertion that rates were "discussed" "in the ordinary course of business" provides CPS with no actionable information whatsoever. It does not identify a single date, a single conversation, a single participant, or a single specific term that was allegedly modified. CPS cannot evaluate, investigate, or rebut a defense that Ridgeway refuses to specify. If Ridgeway intends to argue at trial that the inflated rates were the product of an oral agreement between the parties, CPS is entitled to know now — not for the first time at trial — when that agreement was allegedly made, who made it, and what its terms were.
Relevance. The MTSA contains an express no-oral-modification clause at Section 15.1, which provides that "[n]o amendment, modification, or supplement to this Agreement shall be valid or binding unless set forth in a written instrument signed by both parties." If Ridgeway intends to rely on oral modification to justify the eight-to-twelve percent rate inflations identified in CPS's forensic analysis, CPS is entitled to know the specific facts supporting that defense so that it can conduct its own investigation and prepare its rebuttal.
CPS's senior supply chain and legal personnel — including Patricia Sung, Vice President of Supply Chain & Logistics; Harold Inman, General Counsel; and Dennis Yurkovich, Chief Financial Officer — have each confirmed that no CPS personnel authorized any rate modifications outside the Exhibit B rate schedule and the contractual 2.5% annual escalator. CPS is prepared to present testimony from each of these individuals that no oral modification was ever discussed, proposed, or agreed to. But CPS cannot fully develop its rebuttal without knowing the specific factual allegations Ridgeway intends to advance.
B. Request for Production Deficiencies
1. Request No. 2 — Rate Files, Rate Tables, and Rate Change Logs for the CPS Account. The Request. Request for Production No. 2 sought all rate files, rate tables, rate cards, and rate schedules maintained by Ridgeway for the CPS Account during the Overcharge Period, including any versions reflecting changes or adjustments to the rates applicable to CPS shipments.
Ridgeway's Response. In response, Ridgeway produced a single page purporting to be a summary of "standard rates." This single-page document is a generic summary that does not reference CPS by name or by account number, does not correspond to the Exhibit B rate schedule attached to the MTSA, and does not reflect any CPS-specific rate file, rate table, system export, or rate change log.
Deficiency. The single-page "standard rates" summary is plainly not a complete or adequate production in response to this request. This dispute centers on the precise rates that Ridgeway actually applied to CPS invoices during the Overcharge Period versus the rates contractually required under Exhibit B of the MTSA. The most directly relevant documents in this case are the CPS-specific rate files within Ridgeway's billing and transportation management system — the files that reflect the rates actually programmed for CPS shipments, any changes to those rates over time, and the dates on which any such changes were made.
Every modern transportation management system ("TMS") and freight billing system maintains customer-specific rate files. These files are how carriers ensure that the correct contract rates are applied to each customer's shipments. For a customer account of CPS's size — generating over $12 million in freight charges over twenty-six months — Ridgeway unquestionably maintained CPS-specific rate files in its billing system. Those files, including all versions and change logs, are responsive to this request and have not been produced.
Relevance. A comparison of the CPS-specific rate files maintained in Ridgeway's billing system against the Exhibit B rate schedule will establish the scope and timing of the rate inflations and whether they were the result of deliberate reprogramming by Ridgeway personnel or some other cause. This evidence goes to the very heart of both the breach of contract and fraud claims. Without these documents, CPS is left to prove its case solely through its own invoice-by-invoice analysis, while Ridgeway sits on the very records that would confirm or deny the rate discrepancies.
2. Request No. 3 — Internal Communications Regarding CPS Pricing and Billing. The Request. Request for Production No. 3 sought all communications between or among Ridgeway employees, officers, or agents concerning the rates, pricing, or billing applicable to CPS during the Overcharge Period. This includes, without limitation, emails, instant messages, memoranda, notes, and any other form of written or electronic communication.
Ridgeway's Response. Ridgeway objected to this request on the grounds of "undue burden" and "overbreadth" and produced zero documents.
Deficiency. This blanket objection is unsupported and improper under both the Texas Rules of Civil Procedure and controlling case law. The request is narrowly tailored in multiple respects: it seeks only communications concerning rates, pricing, or billing for one specific customer — CPS — during a defined twenty-six-month period. It does not seek all internal communications on all topics; it does not seek communications regarding any customer other than CPS; and it does not seek communications outside the defined Overcharge Period.
Ridgeway has approximately 380 employees. The relevant custodians for a search of this nature are readily identifiable and would include, at minimum, the following categories: (i) pricing and rate management department personnel, including James Whitford and his reports; (ii) the account management team assigned to the CPS Account; (iii) relevant executives, including Raymond Calder and Brenda Novotny; and (iv) billing and invoicing personnel who processed CPS invoices. A targeted search of these custodians' email and messaging systems for communications referencing CPS during the Overcharge Period is a routine and manageable discovery task that any organization of Ridgeway's size can reasonably be expected to perform.
Internal communications about why and how CPS's rates were changed — discussions about rate adjustments, directives to increase rates, questions about billing discrepancies, or acknowledgments of overbilling — are among the most probative evidence of whether the overcharges were intentional. Such communications are directly relevant to CPS's fraud claim, including the critical element of scienter (i.e., knowledge that the invoiced rates exceeded the contractual rates, or reckless disregard for whether they did).
Undue Burden. Ridgeway has offered no affidavit, declaration, or any other form of factual support for its claim of undue burden. It has not identified the number of custodians whose files would need to be searched, the volume of potentially responsive documents, the cost of conducting the search, or any other fact that would permit this Court to evaluate the claimed burden. Under Texas law, the objecting party bears the burden of demonstrating that a discovery request is unduly burdensome, and a bare assertion of "undue burden" without supporting facts is insufficient to resist discovery. In re CSX Corp., 124 S.W.3d 149, 153 (Tex. 2003) (holding that "[a] party resisting discovery must present any evidence necessary to support its objections"). Ridgeway has presented no such evidence and cannot rely on a conclusory objection to withhold an entire category of highly relevant documents.
3. Request No. 5 — Fuel Surcharge Calculation Data. The Request. Request for Production No. 5 sought all documents relating to the fuel surcharge calculations applied to CPS invoices during the Overcharge Period, including the DOE diesel price data used in each calculation, spreadsheets, calculation logs, and system reports.
Ridgeway's Response. In response, Ridgeway produced fourteen (14) pages of generic fuel surcharge tables. These tables appear to be standard rate tables applicable to all of Ridgeway's customers generally and are not specific to CPS or to the CPS Account.
Deficiency. The fourteen pages produced by Ridgeway do not include the actual calculation spreadsheets, system data, or DOE index data used to compute the specific fuel surcharges billed to CPS on each of the 9,843 invoices rendered during the Overcharge Period. The production of generic, company-wide fuel surcharge tables is not responsive to a request for the specific calculation data underlying the fuel surcharges actually billed to CPS.
The MTSA, at Exhibit C, requires the fuel surcharge to be calculated using the DOE Weekly Retail On-Highway Diesel Price published for the same week as the date of the shipment. CPS's forensic analysis, performed by Meridian Forensic Accounting Group LLC, has identified $387,412.66 in fuel surcharge overcharges attributable to Ridgeway's systematic use of a seven-day lagging DOE index instead of the contractually specified same-week index. To fully substantiate this claim and to enable Meridian Forensic Accounting Group to complete its expert analysis and prepare its expert report, CPS requires the underlying calculation data for each CPS invoice — specifically, the DOE diesel price figure that Ridgeway used in computing each fuel surcharge, the date of the DOE publication relied upon, the calculation methodology applied, and any system reports or logs reflecting how the fuel surcharge was generated for each invoice.
Relevance. The fuel surcharge overcharge category, at $387,412.66, represents the second-largest component of CPS's total damages. The underlying calculation data will reveal whether Ridgeway systematically applied the wrong DOE index to CPS invoices, whether this practice was applied uniformly or selectively, and whether the use of the lagging index was a deliberate billing practice or an inadvertent system configuration error. This evidence is essential both to CPS's damages proof and to the scienter element of its fraud claim.
4. Request No. 6 — Accessorial Charge Documentation. The Request. Request for Production No. 6 sought all documents relating to accessorial charges applied to CPS invoices during the Overcharge Period, including delivery receipts, driver logs, detention records, liftgate usage records, and re-delivery documentation.
Ridgeway's Response. Ridgeway responded by stating that "delivery documentation is maintained by drivers and may not be centrally available" and produced no documents whatsoever.
Deficiency. This response is inadequate under the Texas Rules of Civil Procedure. Ridgeway billed CPS a total of $241,008.00 in accessorial charges during the Overcharge Period, consisting of liftgate fees, detention charges, and re-delivery fees. Having billed CPS for these services, Ridgeway presumably had some factual basis for doing so at the time the charges were invoiced, and the supporting documentation — or the conspicuous absence of such documentation — is directly relevant to CPS's claims.
Ridgeway's assertion that delivery documentation "is maintained by drivers and may not be centrally available" does not excuse Ridgeway from its discovery obligations. Under Texas Rule of Civil Procedure 193.1, a party responding to a request for production must make a reasonable search for responsive documents from all sources reasonably available to it. This includes driver records, field office files, electronic logs maintained in Ridgeway's TMS or dispatch system, and any other repository in which accessorial charge documentation may be stored. Ridgeway cannot simply assert that the documents may not be "centrally available" and then wash its hands of any obligation to search for them. The obligation to conduct a reasonable search extends to records maintained at field offices, in the possession of individual drivers, or in decentralized electronic systems.
Relevance. CPS contends that the $241,008.00 in accessorial charges were billed without supporting delivery documentation and without authorization under the MTSA. If Ridgeway cannot produce documentation supporting these charges — delivery receipts confirming liftgate usage, detention logs signed by CPS personnel confirming wait times exceeding the contractual free time, or re-delivery records documenting failed delivery attempts — then the absence of such documentation is itself probative evidence that the charges were unauthorized and unsupported. CPS is entitled discover whether such documentation exists and, if it does, to review it; and if it does not exist, to establish that fact for the record.
5. Request No. 8 — Billing System Documentation. The Request. Request for Production No. 8 sought all documents relating to Ridgeway's billing system as it pertains to the CPS Account, including system manuals, user guides, configuration settings for the CPS Account, and any audit logs showing changes to rate settings for the CPS Account during the Overcharge Period.
Ridgeway's Response. Ridgeway objected on the ground that its billing system constitutes "proprietary trade secret information" and produced nothing.
Deficiency. Ridgeway's trade secret objection is overbroad and misapplied. CPS does not seek Ridgeway's proprietary software source code, algorithms, or system architecture. CPS seeks specific, discrete categories of information that are factual in nature and directly relevant to the CPS Account:
• Configuration settings for the CPS Account — i.e., the rates and rate parameters that were programmed into Ridgeway's billing system for CPS, which determined the rates applied to CPS invoices. These are factual data points specific to the CPS Account, not proprietary technology.
• User guides — i.e., documentation explaining how rates are entered, modified, and applied within the billing system. Such guides would illuminate the process by which rate changes are made and the controls (or lack thereof) governing rate modifications.
• Audit logs for the CPS Account — i.e., system-generated records showing when the rate settings for the CPS Account were modified, what changes were made, and which user made each change. Audit logs are factual records of system activity, not proprietary intellectual property.
Trade Secret Objection. Ridgeway has not identified any specific trade secret that would be disclosed by the production of the requested documents. Ridgeway has not provided a trade-secret log. Ridgeway has not sought a protective order from this Court. Under Texas law, even where legitimate trade secret concerns exist, the appropriate remedy is a protective order limiting the use and disclosure of the information — not a blanket refusal to produce. In re Continental Gen. Tire, Inc., 979 S.W.2d 609, 613 (Tex. 1998) (holding that "a trial court should first determine whether a protective order would be appropriate before denying discovery based on a trade-secret claim"). CPS is amenable to a reasonable confidentiality stipulation or protective order that would address any legitimate confidentiality concerns regarding Ridgeway's billing system, while still permitting CPS and its counsel to review the CPS-specific configuration settings and audit logs.
Relevance. The audit logs within Ridgeway's billing system will show precisely when CPS's rate settings were changed from the Exhibit B rates to the inflated rates that generated the $1,104,891.53 in per-mile rate overcharges, and will identify which Ridgeway user or users made those changes. This is critical evidence for both the breach of contract claim (establishing that the contractual rates were changed) and the fraud claim (establishing that the changes were deliberate, that they were made by identifiable individuals, and that they were not authorized by CPS). There is no category of documents in this case more directly relevant to the central issues in dispute.
IV. GOOD-FAITH EFFORTS TO RESOLVE
CPS has satisfied the good-faith conferral requirements of Texas Rule of Civil Procedure 191.2 and Local Rule 3.04 of Tarrant County. Specifically:
On October 8, 2021, undersigned counsel sent a detailed meet-and-confer letter to Marcus T. Hogue at Bartlett, Hogue & Sinclair LLP, counsel for Ridgeway, identifying each of the deficiencies described above in Ridgeway's October 4, 2021 discovery responses. The letter specifically addressed the deficiencies in Ridgeway's responses to Interrogatories Nos. 1 and 5 and Requests for Production Nos. 2, 3, 5, 6, and 8, explained why each response was inadequate, cited the applicable legal standards, and requested that Ridgeway supplement its responses within seven days — by October 15, 2021.
On October 12, 2021, Mr. Hogue responded by email, stating that Ridgeway "stands by its responses and objections" and declining to supplement its discovery responses in any respect. Mr. Hogue's email did not address the specific deficiencies identified in CPS's October 8 letter, did not offer any additional factual basis for Ridgeway's objections, and did not propose any alternative resolution or accommodation.
The parties are at an impasse. Despite CPS's good-faith effort to resolve these disputes informally and to avoid burdening the Court, Ridgeway has refused to engage in any meaningful dialogue regarding the adequacy of its discovery responses. Court intervention is therefore necessary.
V. LEGAL STANDARD
Motions to Compel. Texas Rule of Civil Procedure 215.1(b) provides that if a party fails to respond to or supplement a discovery request, or serves responses that are evasive or incomplete, the requesting party may move for an order compelling answers or production. The court shall compel discovery if it determines that the responding party's objections are without merit. The burden is on the party resisting discovery to establish that the requested discovery is improper. In re Kuntz, 124 S.W.3d 179, 181 (Tex. 2003).
Scope of discovery. Texas Rule of Civil Procedure 192.3 provides that, in general, a party may obtain discovery of any matter that is relevant to the subject matter of the pending action and that is not privileged. The scope of discovery under the Texas Rules is broad, and relevance is to be liberally construed. Information need not be admissible at trial to be discoverable; it is sufficient if the information sought is reasonably calculated to lead to the discovery of admissible evidence. Tex. R. Civ. P. 192.3(a).
Boilerplate Objections. Boilerplate objections — objections that are asserted reflexively without specific factual support — are insufficient to resist discovery. In re CSX Corp., 124 S.W.3d 149, 153 (Tex. 2003). The Texas Supreme Court has repeatedly emphasized that the party resisting discovery "must present any evidence necessary to support its objections." Id. Where a party interposes objections but fails to provide any factual basis for those objections, the objections should be overruled and the discovery compelled. Ridgeway has failed to carry its burden of establishing that any of the disputed requests are improper.
Undue Burden. A party claiming that a discovery request is unduly burdensome must present evidence — typically in the form of an affidavit or declaration — of the specific burden imposed by compliance with the request, including facts regarding the volume of responsive materials, the cost and time required to search for and produce them, and the degree to which the burden outweighs the likely benefit of the discovery. A bare assertion of "undue burden" or "overbreadth" without factual support is insufficient to resist discovery. In re CSX Corp., 124 S.W.3d at 153; In re Allstate County Mut. Ins. Co., 227 S.W.3d 667, 669 (Tex. 2007).
Trade Secrets. Even where legitimate trade secret concerns exist, the appropriate remedy is a protective order, not blanket non-production. In re Continental Gen. Tire, Inc., 979 S.W.2d 609, 613 (Tex. 1998). The responding party must first establish that the information sought constitutes a trade secret, and the court must then determine whether the requesting party's need for the information outweighs the potential harm of disclosure. If the requesting party's need is established, the court should fashion a protective order that adequately protects the trade secret while permitting the requesting party access to the information it needs to prosecute or defend its claims. Ridgeway has not identified any specific trade secret, has not presented evidence that the requested information constitutes a trade secret, has not sought a protective order, and has offered no compromise. Its blanket refusal to produce is improper.
VI. RELIEF REQUESTED
For all of the foregoing reasons, CPS respectfully requests that the Court enter an order:
(a) Compelling Ridgeway to serve full and complete responses, without objection, to Interrogatories Nos. 1 and 5 within seven (7) days of the date of the Court's order, including:
(i) Interrogatory No. 1: Complete identification, by name, title, job description, and dates of employment, of all persons at Ridgeway who were involved in setting, adjusting, approving, or implementing the freight rates applied to CPS invoices during the Overcharge Period, including, without limitation, James Whitford, Vice President of Pricing & Rate Management, and all other pricing department personnel;
(ii) Interrogatory No. 5: Complete specification of Ridgeway's oral modification contentions, including the specific date or dates of the alleged oral modification, the identity of all participants in the conversation or conversations in which the modification was allegedly agreed, the substance of the modification allegedly agreed upon (including the specific contractual terms that were changed and the new terms), and identification of any written memorialization of the alleged modification;
(b) Compelling Ridgeway to produce all documents responsive to Requests for Production Nos. 2, 3, 5, 6, and 8 within fourteen (14) days of the date of the Court's order, including:
(i) Request No. 2: All CPS-specific rate files, rate tables, rate cards, rate schedules, system exports, and rate change logs maintained by Ridgeway for the CPS Account during the Overcharge Period, including all versions reflecting changes or adjustments;
(ii) Request No. 3: All internal communications between or among Ridgeway employees, officers, or agents concerning the rates, pricing, or billing applicable to CPS during the Overcharge Period;
(iii) Request No. 5: All actual fuel surcharge calculation data specific to CPS invoices during the Overcharge Period, including the DOE diesel price index data used in each calculation, calculation spreadsheets, calculation logs, and system reports;
(iv) Request No. 6: All accessorial charge documentation for the CPS Account during the Overcharge Period, including delivery receipts, driver logs, detention records, liftgate usage records, and re-delivery documentation;
(v) Request No. 8: All billing system configuration settings for the CPS Account during the Overcharge Period, user guides for the billing system, and audit logs showing changes to rate settings for the CPS Account;
(c) Awarding CPS its reasonable expenses, including attorneys' fees, incurred in connection with the preparation and filing of this Motion, pursuant to Texas Rule of Civil Procedure 215.1(d); and
(d) Granting such other and further relief as the Court deems just and proper.
VII. CONCLUSION
Ridgeway's responses to CPS's First Set of Interrogatories and First Set of Requests for Production of Documents are materially deficient. The discovery CPS seeks goes to the very heart of this dispute: the rates Ridgeway actually programmed and applied to CPS invoices, the identities and roles of the individuals responsible for those rate settings, the fuel surcharge methodology Ridgeway employed, the documentation — or conspicuous absence of documentation — supporting the accessorial charges billed to CPS, and the factual basis for Ridgeway's principal affirmative defense of oral modification.
Ridgeway's boilerplate objections and grossly incomplete production have no legal basis and serve only to impede CPS's prosecution of well-founded claims for $1,847,632.19 in systematic overcharges. CPS has made a good-faith effort to resolve these disputes without Court intervention, but Ridgeway has refused to supplement its responses or to engage in any meaningful dialogue regarding the deficiencies identified. The Court's intervention is now necessary.
CPS respectfully urges the Court to compel Ridgeway to serve complete responses and to produce all responsive documents as detailed above, and to award CPS its reasonable expenses and attorneys' fees incurred in bringing this Motion.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Yuki Nakamura Texas Bar No. 24098712 1001 Fannin Street, Suite 4200 Houston, TX 77002 Telephone: (713) 555-0140 Facsimile: (713) 555-0141
Email: ynakamura@calderwoodharkness.com
Francesca Morano Ohio Bar No. 0087431 250 West Street, Suite 1800 Columbus, OH 43215 Telephone: (614) 555-0190 Facsimile: (614) 555-0191
Email: fmorano@calderwoodharkness.com
ATTORNEYS FOR PLAINTIFF CRESTLINE PACKAGING SOLUTIONS LLC
CERTIFICATE OF SERVICE
I hereby certify that on October 15, 2021, a true and correct copy of the foregoing Plaintiff's Motion to Compel discovery Responses was served on counsel for Defendant Ridgeway Freight Services Inc. via electronic service through the Court's electronic filing system, addressed to:
Marcus T. Hogue Reyna Villarreal Bartlett, Hogue & Sinclair LLP 801 Cherry Street, Suite 3400 Fort Worth, TX 76102 mhogue@bhs-law.com rvillarreal@bhs-law.com
________________________________________
Yuki Nakamura
CERTIFICATE OF CONFERENCE
Pursuant to Texas Rule of Civil Procedure 191.2 and Local Rule 3.04 of Tarrant County, I hereby certify that counsel for Plaintiff Crestline Packaging Solutions LLC made a good-faith effort to resolve the discovery disputes described in this Motion without Court involvement, as follows:
• On October 8, 2021, undersigned counsel sent a detailed letter to Marcus T. Hogue of Bartlett, Hogue & Sinclair LLP, counsel for Defendant Ridgeway Freight Services Inc., identifying each specific deficiency in Ridgeway's October 4, 2021 discovery responses and requesting that Ridgeway supplement its responses within seven days.
• On October 12, 2021, Mr. Hogue responded by email, stating that Ridgeway "stands by its responses and objections" and declining to supplement its responses in any respect.
• The parties are at an impasse and are unable to resolve the disputes identified in this Motion without Court intervention.
________________________________________
Yuki Nakamura

CAUSE NO. 342-2021-04871-TX

IN THE 342ND JUDICIAL DISTRICT COURT TARRANT COUNTY, TEXAS

PLAINTIFF'S MOTION TO COMPEL DISCOVERY RESPONSES

I. INTRODUCTION

II. BACKGROUND

III. SPECIFIC DEFICIENCIES

IV. GOOD-FAITH EFFORTS TO RESOLVE

V. LEGAL STANDARD

VI. RELIEF REQUESTED

VII. CONCLUSION

CALDERWOOD & HARKNESS LLP

ATTORNEYS FOR PLAINTIFF CRESTLINE PACKAGING SOLUTIONS LLC

CERTIFICATE OF SERVICE

CERTIFICATE OF CONFERENCE

Record

Parties

Dates

Amounts