CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
MEMORANDUM
To: File
From: Patrick Gallagher, Lead Associate, Litigation (General)
Date: August 1, 2023
Re: Deposition Outline — Sandra Milescu, COO, Vantor Holdings Corp. / Vantor Transport Services LLC
Matter: Stonefield Logistics Group Inc. — Defense of Breach of Contract Claim
Matter No.: 1012-00005
Case: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
Deposition Date: August 4, 2023
Location: Offices of Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, NY 10006
Examining Attorney: Patrick Gallagher, Calderwood & Harkness LLP
Defending Attorney (anticipated): Jason Whitford, Caldwell Royce & Shapiro LLP
Court Reporter: To Be Determined
Videographer: To Be Determined
Maximum Duration: 7 hours (per Fed. R. Civ. P. 30(d)(1))
I. PRELIMINARY NOTES AND EXAMINATION STRATEGY
A. Role and Importance of Witness
Sandra Milescu serves as the Chief Operating Officer of both Vantor Holdings Corp. ("Vantor Holdings") and Vantor Transport Services LLC ("VTS"), the wholly owned operating subsidiary that was the signatory counterparty to the Transportation Services Agreement ("TSA") with our client, Stonefield Logistics Group Inc. ("Stonefield" or "SLG"). Milescu occupies the most senior operational executive position at VTS. In that capacity, she oversaw day-to-day fleet operations, capacity management, and customer account performance, including the performance of the SLG account that is at the center of this dispute.
Milescu is the author of the critical November 12, 2021 email to Nikolai Vantorovich, the CEO and founder of Vantor Holdings (Bates No. VHC-008417). This email — which we have designated internally as the "smoking gun" email — contains the explicit admission that VTS "pulled 85 tractors off the SLG dedicated lanes." This single document is perhaps the most significant piece of evidence in this case, as it establishes VTS's intentional decision to reduce its fleet commitment to Stonefield in order to serve other accounts, including Northwind Distribution Co. The email also reveals Milescu's belief that "SLG won't notice until January," demonstrating both the deliberateness of the fleet redeployment and VTS's conscious decision to conceal it from Stonefield.
Milescu directed the fleet redeployment decisions that caused VTS to fall below the contractually required Service Level Obligation ("SLO") thresholds across all five performance categories during the fourth quarter of 2021. The resulting performance failures were documented in Stonefield's Cure Notice of January 18, 2022, and were never disputed by VTS on the merits during the cure period.
Milescu is a key witness on the following critical issues in this case:
1.  Intentionality of VTS's fleet reduction on the SLG account. Milescu's testimony is essential to establish that the fleet redeployment was a deliberate commercial decision, not the result of unavoidable market conditions or Stonefield's own conduct.
2.  Whether SLG was notified of capacity reallocation. The November 12 email suggests VTS intentionally withheld notice of the fleet reduction from Stonefield. Milescu must be examined on whether any notification was ever provided and, if not, why not.
3.  VTS's knowledge of its own SLO failures. Milescu's testimony will establish that VTS was aware of its deteriorating performance metrics in Q4 2021 and that the SLO failures were a foreseeable consequence of the fleet redeployment.
4.  The Northwind Distribution Co. relationship. The fleet redeployment records from the supplemental production indicate that a significant portion of the 85 reassigned tractors were redirected to the Northwind account. Milescu's testimony is necessary to establish the commercial motivation behind the redeployment and to undermine Vantor's narrative that the fleet reduction was caused by Stonefield's volume tendering shortfalls.
5.  VTS's cure efforts (or lack thereof) during the 30-day cure period. Milescu's testimony will demonstrate that VTS failed to take meaningful steps to cure the identified breaches during the January 18 through February 17, 2022 cure period.
6.  Mitigation efforts after termination. Milescu's testimony will show that VTS failed to take reasonable steps to mitigate its alleged damages following the March 4, 2022 termination of the TSA.
B. Key Objectives
The following are the primary objectives for this deposition, listed in order of priority:
1.  Establish Milescu's personal authority over fleet deployment decisions and the SLG account. It is critical to establish that Milescu had the authority — whether sole or shared with Vantorovich — to make fleet redeployment decisions, and that she exercised that authority in connection with the October 2021 decision to reassign 85 tractors from SLG dedicated lanes. This eliminates any future argument that Milescu was merely a conduit for decisions made by others.
2.  Authenticate and explore the November 12, 2021 email (VHC-008417). This email must be authenticated through Milescu's testimony. Every sentence of the email must be examined in detail. The goal is to lock in testimony that VTS intentionally diverted 85 tractors away from SLG dedicated lanes to serve the Northwind Distribution Co. account and that VTS deliberately concealed this decision from Stonefield. Milescu's testimony on this document will be central to our first-to-breach defense and will substantially undermine Vantor's pretextual termination narrative.
3.  Establish that VTS did not notify Stonefield of the fleet redeployment. This is essential to our argument that VTS breached the TSA both substantively (by failing to maintain committed fleet capacity) and through concealment (by withholding material information about a capacity reduction that it knew would impair its performance).
4.  Demonstrate that VTS's SLO failures were self-inflicted and not caused by Stonefield's volume tendering. Vantor has alleged that Stonefield's failure to tender the Annual Committed Volume ("ACV") minimum justified VTS's fleet reduction. This claim must be tested rigorously. The chronology does not support Vantor's position: at the time of the October 2021 redeployment, Stonefield's CY3 volume tendering had not yet fallen short of the ACV pace, and Stonefield's CY2 tendering exceeded the force majeure-adjusted ACV by approximately $10.2 million.
5.  Undermine Vantor's "pretextual termination" narrative. Vantor's central theory is that Stonefield terminated the TSA to avoid the April 2022 rate adjustment, which would have increased Stonefield's costs by approximately $6.2 million annually. This theory presupposes that VTS's performance failures were not a genuine basis for termination. By establishing the reality and severity of VTS's breaches through Milescu's own testimony, we can demonstrate that Stonefield's termination was justified and not pretextual.
6.  Establish VTS's failure to cure within the 30-day cure period (January 18–February 17, 2022). Under Section 13.2 of the TSA, the non-breaching party is required to provide a written cure notice specifying the material breach and allowing 30 calendar days for cure. Stonefield complied with this provision. VTS did not cure the identified breaches within the cure period, as demonstrated by VTS's own performance data. Milescu's testimony should confirm the absence of meaningful cure efforts.
7.  Explore VTS's failure to mitigate damages after the March 4, 2022 termination. Under New York law, Vantor bears the burden of proving that it took reasonable steps to mitigate its damages. The record developed through the Pruitt deposition suggests that VTS took minimal steps to replace the lost Stonefield volume, despite favorable market conditions in Q1–Q2 2022. Milescu's testimony should further establish this failure.
8.  Lay foundation for first-to-breach defense. Under well-established New York law, a party who commits the first material breach of a contract cannot recover damages from the other party for a subsequent breach. VTS's unilateral decision to reduce its fleet commitment from 400 tractors to approximately 248 tractors in October 2021 — without notice to Stonefield and in contravention of the TSA's fleet commitment provisions — constituted the first material breach of the TSA. Milescu's testimony should establish the chronology and intentionality of this breach.
9.  Probe Vantor's damages claims, particularly stranded assets ($5.2 million) and workforce reduction ($2.87 million). Both categories of damages are subject to challenge on multiple grounds, including failure to mitigate, the redeployability of allegedly stranded assets, and the inconsistency between the workforce reduction claim and VTS's concurrent operation of the Northwind account using some of the same assets and personnel.
C. Key Documents for Examination
The following documents have been identified for use during the deposition. Each should be marked as an exhibit and introduced at the appropriate point in the examination. The proposed exhibit list is set forth in Section XIV of this memorandum.
•  Transportation Services Agreement, dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315). This is the governing agreement between Stonefield and VTS. Key provisions for this deposition include Section 7.4 (Substitute Equipment), Section 13.1 (Termination for Cause), Section 13.2 (Cure Notice), Section 5.3 (Rate Adjustment Mechanism), Section 12.1 (Force Majeure), Section 14.2 (Liquidated Damages), and Schedule C (Exclusivity / Primary Lanes).
•  Milescu-to-Vantorovich email, November 12, 2021 (Bates No. VHC-008417). This is the single most important document in the case. It will be the centerpiece of the deposition examination.
•  VTS Q4 2021 Performance Report (internal VTS document from the Vantor production). This document reflects VTS's own assessment of its performance during the quarter in which the fleet redeployment occurred and performance metrics collapsed.
•  Stonefield Cure Notice, January 18, 2022 (from Raymond Hess, Director of Contract Compliance, Stonefield, to Sandra Milescu). This notice identified specific material breaches across all five SLO categories and initiated the 30-day cure period.
•  Vantor Response to Cure Notice, February 14, 2022 (from Derek Pruitt, VP of Business Development, VTS, to Janet Kirkwood, VP of Carrier Relations, Stonefield). This response acknowledged "operational challenges" but attempted to attribute them to external factors and asserted "substantial cure."
•  Stonefield Termination Letter, March 4, 2022 (from Tobias Wren, General Counsel, Stonefield). This letter terminated the TSA effective immediately, citing VTS's failure to cure material breaches.
•  VTS fleet redeployment records (from supplemental production, Bates Nos. VHC-029001 through VHC-033218). These documents are critical because they corroborate the November 12 email and provide detailed records showing the reassignment of 85 tractors from SLG dedicated lanes to other accounts, including the Northwind Distribution Co. account, in October 2021.
•  VTS contracts and communications with Northwind Distribution Co. (from supplemental production). These documents will establish the timing, scope, and economic terms of VTS's relationship with Northwind, which is directly relevant to the motivation behind the fleet redeployment.
•  VTS driver termination/severance records (post-March 2022). These documents are relevant to Vantor's $2.87 million workforce reduction damages claim.
•  VTS financial statements, FY 2021 and FY 2022. These documents are relevant to Vantor's overall financial condition, the significance of the SLG account to VTS's revenue, and the assessment of damages.
•  VTS Carrier Performance Portal data for Q4 2021. This data reflects VTS's own real-time tracking of SLO metrics and will be used to corroborate the performance failures identified in the Cure Notice.
•  Rate Adjustment Mechanism analysis (relating to Section 5.3 of the TSA). This document is relevant to Vantor's pretextual termination theory.
D. Cross-References to Other Depositions
This deposition does not occur in isolation. Three prior depositions have already been taken in this matter, and a fourth is scheduled. Milescu's testimony should be tested against the admissions and statements made by other witnesses.
•  Derek Pruitt deposition (July 10, 2023). Pruitt is VTS's Vice President of Business Development and was the primary relationship manager for the SLG account. During his deposition, Pruitt acknowledged that VTS "struggled" to maintain committed fleet capacity in Q4 2021. Significantly, Pruitt could not identify specific mitigation steps that VTS took after the March 4, 2022 termination to replace the lost Stonefield volume. Milescu's testimony should be tested against Pruitt's admissions. To the extent Milescu offers testimony that contradicts Pruitt's concessions, we should impeach accordingly.
•  Raymond Hess deposition (July 27, 2023). Hess is Stonefield's Director of Contract Compliance and was the author of the January 18, 2022 Cure Notice. During his deposition, Hess confirmed that the performance metrics cited in the Cure Notice were derived from VTS's own Carrier Performance Portal data, not from Stonefield's independent tracking systems. Hess further testified that VTS did not dispute the accuracy of the metrics in its February 14, 2022 response to the Cure Notice. This testimony is important because it forecloses any argument by VTS that the Cure Notice metrics were inaccurate or based on unreliable data.
•  Janet Kirkwood deposition (July 14, 2023). Kirkwood is Stonefield's Vice President of Carrier Relations and was the primary point of contact for VTS. During her deposition, Kirkwood maintained that Stonefield's use of Cascade Freight Systems Inc. and Briarwood Trucking Co. was limited to Secondary Lanes (Lanes 8–14 under Schedule C to the TSA), which were not subject to the exclusivity provisions. Kirkwood denied that the April 2022 rate adjustment influenced Stonefield's termination decision.
•  Nikolai Vantorovich deposition (scheduled August 18, 2023). Vantorovich is the CEO, founder, and approximately 58% owner of Vantor Holdings. He was the recipient of Milescu's November 12, 2021 email. Milescu's testimony at this deposition may set up critical lines of questioning for the Vantorovich deposition, particularly regarding Vantorovich's knowledge of and approval of the fleet redeployment decision. If Milescu testifies that she discussed the redeployment with Vantorovich before or after sending the email, or that Vantorovich authorized or ratified the decision, those admissions will form the basis for direct examination of Vantorovich on August 18.
E. Examination Ground Rules
Standard admonitions will be administered at the outset of the deposition. These include the requirement that the witness understand each question before answering, provide verbal (not gestural) answers, indicate if she does not understand a question or does not know the answer, and note that she may request a break at any time but must first answer any pending question. The witness will be reminded that she is testifying under oath and that her testimony carries the same force and effect as testimony given in open court.
The total time allotted for this deposition is 7 hours, as prescribed by Federal Rule of Civil Procedure 30(d)(1). The plan is to use approximately 6 hours and 20 minutes for substantive examination, with the remaining time allocated for breaks, exhibit identification, and administrative matters.
In the event that time runs short — whether due to defending counsel's objections, lengthy witness responses, or unexpected lines of inquiry — the following priority ranking should govern topic coverage:
1.  November 12, 2021 email and fleet redeployment (Topic 3 — 75 minutes)
2.  Cure period failure (Topic 4 — 45 minutes)
3.  Mitigation failure (Topic 6 — 45 minutes)
4.  Damages (Topic 7 — 30 minutes)
5.  Background/relationship (Topics 1 and 2 — 60 minutes combined)
6.  Rate adjustment awareness and other secondary topics (Topics 5, 8–11)
The priority topics (1 through 4 above) constitute the core of the examination and must be covered in full even if time constraints require abbreviation of lower-priority topics.
II. TOPIC 1: BACKGROUND, ROLE, AND AUTHORITY
Estimated Time: 30 minutes
A. Personal Background
Begin with standard background questions to establish the witness's identity, qualifications, and credibility:
•  State your full name for the record.
•  What is your current title?
•  Confirm that Milescu holds the title of Chief Operating Officer of both Vantor Holdings Corp. and Vantor Transport Services LLC.
•  How long have you held the COO position at Vantor Holdings and VTS? When were you first appointed to the COO role at each entity?
•  Describe your employment history with Vantor and VTS. What positions have you held prior to your current role? When did you first join the Vantor organization?
•  What is your educational background? Do you hold any degrees or professional certifications relevant to transportation, logistics, or business operations?
•  Prior to joining Vantor, what was your experience in the transportation and logistics industry? Have you held operational leadership roles at other carriers or logistics companies?
•  Approximately how many years of experience do you have in the freight transportation industry?
B. Corporate Structure
The relationship between Vantor Holdings and VTS is important both for substantive reasons (the first-to-breach analysis turns on VTS's conduct as the contractual counterparty) and for procedural reasons (standing and real party in interest). Establish the corporate structure clearly:
•  Describe the corporate relationship between Vantor Holdings Corp. and Vantor Transport Services LLC.
•  Confirm that Vantor Holdings Corp. is a New York corporation and that Vantor Transport Services LLC is a New York limited liability company.
•  Confirm that Vantor Holdings is the sole member of VTS — i.e., VTS is a wholly owned subsidiary of Vantor Holdings.
•  Confirm that VTS, not Vantor Holdings, was the signatory to the Transportation Services Agreement with Stonefield Logistics Group Inc. dated March 15, 2019.
•  Who made operational decisions for VTS on a day-to-day basis? Confirm that Milescu, as COO, had primary authority over operational matters.
•  Describe the reporting structure at VTS. Confirm that Milescu reports directly to Nikolai Vantorovich, the CEO and founder of Vantor Holdings, who holds an approximately 58% ownership stake.
•  Identify the other key executives at VTS and their roles. Confirm that Gregory Fielding serves as CFO and Derek Pruitt serves as Vice President, Business Development.
•  Are there any other officers or senior executives at VTS whose roles bear on fleet operations, customer account management, or the decisions at issue in this case?
C. Scope of Authority
This line of questioning is essential to establishing that Milescu had the authority to make — and did in fact make — the fleet redeployment decisions that are central to this case.
•  What categories of decisions did you have authority to make independently, without approval from Mr. Vantorovich or the board of Vantor Holdings?
•  Did you have authority to make fleet deployment and redeployment decisions — that is, decisions about which tractors and trailers would be assigned to which customer accounts?
•  Was your authority over fleet deployment sole authority, or was it shared with other executives?
•  With respect to customer account management, who at VTS had the authority to decide which customers received priority in fleet allocation when there was a capacity constraint?
•  Did you need approval from Mr. Vantorovich — or from anyone else — before making fleet redeployment decisions?
•  Specifically, did you have the authority to reduce the dedicated fleet capacity on a specific customer account without obtaining prior approval?
•  Did you ever exercise that authority? Can you identify specific instances?
•  When you made fleet deployment decisions, were those decisions documented in writing? Were there internal approvals, sign-offs, or memoranda?
D. VTS Fleet Overview
Establishing the overall scale of VTS's fleet operations will provide context for the significance of the 85-tractor redeployment:
•  What was VTS's total fleet as of October 2021? Confirm that VTS operated approximately 650 owned tractors and 2,100 trailers.
•  In addition to its owned fleet, did VTS utilize owner-operators or independent contractors to supplement its capacity? Approximately how many owner-operators were in VTS's network?
•  How was VTS's fleet allocated across its customer accounts? Was there a formal fleet allocation process, or was it done on an ad hoc basis?
•  What portion of VTS's total fleet was dedicated to the Stonefield Logistics Group account under the TSA? Confirm that the TSA committed VTS to maintain a dedicated fleet of 400 tractors and 1,200 trailers for the SLG account.
•  As of the beginning of October 2021 — immediately before the fleet redeployment — how many tractors were actually assigned to the SLG dedicated lanes? Were there already shortfalls, or was VTS at or near the 400-tractor commitment?
•  How many customer accounts did VTS service as of Q4 2021? Which accounts were the largest in terms of revenue or fleet commitment?
III. TOPIC 2: THE STONEFIELD RELATIONSHIP AND TSA
Estimated Time: 30 minutes
A. TSA Negotiation and Execution
•  What was your role in the negotiation of the Transportation Services Agreement with Stonefield, dated March 15, 2019?
•  Were you involved in the initial business discussions that led to the TSA? Who at VTS initiated the relationship with Stonefield?
•  Did you participate in the drafting or review of the TSA terms? Did you have input on the key commercial terms — fleet commitment levels, volume commitments, pricing, and performance metrics?
•  What is your understanding of the key terms of the TSA? Confirm the following:
•  The TSA has a five-year term, running from April 1, 2019 through March 31, 2024.
•  The Annual Committed Volume ("ACV") is $43.2 million per year, with a total five-year minimum commitment of $216 million.
•  The TSA specifies five Service Level Obligations ("SLOs"):
•  On-time pickup rate: at least 95%
•  On-time delivery rate: at least 93%
•  Cargo claims ratio: no greater than 0.5%
•  Tender acceptance rate: at least 90%
•  Equipment availability compliance: at least 85%
•  VTS committed to maintaining a dedicated fleet of 400 tractors and 1,200 trailers for the SLG account.
•  At the time the TSA was executed, did VTS have the capacity to satisfy the 400-tractor fleet commitment? Was VTS in compliance with this commitment during Contract Years 1 and 2?
•  Did you understand the SLO thresholds to be binding performance obligations, or did you understand them to be aspirational targets?
•  Were you aware that a sustained failure to meet SLO thresholds could constitute a material breach of the TSA and serve as grounds for termination for cause under Section 13.1?
B. Service Level Obligations — Awareness and Monitoring
•  How did VTS track and monitor its compliance with the SLO thresholds under the TSA?
•  Confirm that VTS maintained a Carrier Performance Portal — an electronic system that tracked real-time and historical performance data for each customer account.
•  Was the Carrier Performance Portal accessible to Stonefield, or was it an internal VTS system? Could Stonefield access VTS's SLO data through this portal?
•  How frequently did you personally review SLO metrics for the SLG account? Was it daily, weekly, monthly, or quarterly?
•  Were you aware that VTS's SLO compliance on the SLG account was deteriorating during Q3 2021 — that is, even before the October 2021 fleet redeployment?
•  If so, what steps, if any, did you take to address the declining performance metrics before the Cure Notice was received in January 2022?
•  Were there internal reports, dashboards, or presentations that flagged SLO performance issues on the SLG account during Q3 or Q4 2021? If so, who prepared them, and to whom were they distributed?
•  Did you discuss SLO performance issues on the SLG account with Mr. Vantorovich, Mr. Pruitt, or other executives during Q3 or Q4 2021?
C. Primary Relationship Contacts
•  Confirm that Derek Pruitt, VP of Business Development, was VTS's primary relationship manager with Stonefield.
•  Confirm that Janet Kirkwood, VP of Carrier Relations at Stonefield, was Stonefield's primary contact for the VTS relationship.
•  How frequently did you interact directly with Stonefield personnel? Was your involvement limited to escalated issues, or did you have regular contact?
•  Did you ever communicate directly with Raymond Hess, Stonefield's Director of Contract Compliance, prior to receipt of the Cure Notice in January 2022?
•  Were you personally involved in any meetings, calls, or correspondence with Stonefield during Q4 2021 regarding VTS's performance on the account?
D. Revenue Significance of SLG Account
•  How significant was the Stonefield account to VTS? What percentage of VTS's total revenue did the SLG account represent?
•  Confirm that Vantor's consolidated FY 2021 revenue was approximately $385 million. At an ACV of $43.2 million, the SLG account represented approximately 11% of Vantor's total revenue. Is that consistent with your understanding?
•  Was the SLG account one of VTS's largest customer accounts?
•  Where did the SLG account rank relative to other VTS accounts in terms of revenue contribution?
•  Confirm that Vantor's FY 2022 revenue dropped to approximately $310 million — a decline of approximately $75 million from FY 2021. How much of this revenue decline was attributable to the loss of the SLG contract?
•  Apart from the SLG contract loss, what other factors contributed to Vantor's revenue decline in FY 2022?
IV. TOPIC 3: FLEET REDEPLOYMENT — THE NOVEMBER 12, 2021 EMAIL
Estimated Time: 75 minutes — PRIORITY TOPIC
This is the most important section of the deposition. The November 12, 2021 email (VHC-008417) is the linchpin of our defense, and Milescu's testimony on this topic will be central to summary judgment briefing, trial preparation, and potential settlement discussions. Every effort should be made to conduct a thorough, methodical examination on this topic.
A. Context and Lead-Up to Redeployment
Before introducing the email itself, establish the factual context for the fleet redeployment decision:
•  When did VTS first begin considering reducing its fleet capacity on the SLG account?
•  Who at VTS initiated the discussion about reducing fleet capacity on the SLG account? Was it you? Mr. Vantorovich? Someone else?
•  What internal discussions preceded the decision to reduce fleet capacity on the SLG account? Were there formal meetings, or were these discussions informal?
•  Were there any written analyses, memoranda, or recommendations regarding fleet reallocation away from the SLG account? If so, who prepared them, and to whom were they distributed?
•  Was the nationwide driver shortage a factor in the decision to reduce fleet capacity on the SLG account? If so, when did the driver shortage become acute at VTS?
•  If the driver shortage was a factor, did it affect all VTS accounts equally, or did VTS selectively reduce capacity on certain accounts while maintaining or increasing capacity on others?
•  Turning to Northwind Distribution Co.: when did VTS first begin providing transportation services to Northwind?
•  Was there a formal contract between VTS and Northwind? If so, when was it executed?
•  Who at VTS was responsible for managing the Northwind relationship?
•  Did the Northwind account offer higher per-mile rates or more favorable economic terms than the SLG account? What were the comparative rate structures?
•  Did VTS assess the comparative profitability of the SLG and Northwind accounts before making the fleet redeployment decision?
B. The Fleet Redeployment Decision (October 2021)
This is the critical factual predicate for the November 12 email. The goal is to establish, through VTS's own records and Milescu's testimony, the scope and timing of the fleet redeployment:
•  Introduce fleet redeployment records from the supplemental production (Bates Nos. VHC-029001 through VHC-033218).
•  I am handing you what has been marked as Exhibit H. Do you recognize these documents?
•  These are VTS fleet redeployment records, correct? These documents reflect the reassignment of tractors and drivers from one customer account to another, correct?
•  Confirm that in October 2021, VTS reassigned 85 tractors from lanes that had been dedicated to the SLG account to other customer accounts.
•  Confirm that a significant number of those 85 tractors were reassigned to the Northwind Distribution Co. account. How many of the 85 tractors went to Northwind specifically?
•  Were additional tractors reassigned to other accounts besides Northwind? If so, which accounts?
•  Who made the decision to reassign the 85 tractors? Was it you?
•  Did you personally authorize the redeployment?
•  Did you discuss the redeployment decision with Mr. Vantorovich before it was executed?
•  What was the rationale for selecting the SLG account for the fleet reduction, rather than reducing capacity on other accounts? Were other accounts considered for capacity reductions?
•  After the October 2021 redeployment, approximately how many tractors remained available for the SLG dedicated lanes? Confirm that the number was approximately 248 — which represents 62% of the 400-tractor commitment under the TSA.
•  Were you aware, at the time the redeployment was executed, that reducing the SLG fleet from 400 to approximately 248 tractors would bring VTS below the equipment availability SLO threshold of 85%?
•  Was there any internal analysis — by you, by any other VTS executive, or by any VTS operational staff — of the impact that the 85-tractor redeployment would have on SLO compliance before the redeployment was executed?
•  If there was such an analysis, what did it conclude? Were there any recommendations against the redeployment based on SLO risk?
•  If there was no such analysis, why not? Was SLO compliance not considered before making the redeployment decision?
C. The November 12, 2021 Email (VHC-008417) — Line-by-Line Examination
This is the centerpiece of the entire deposition. The examination should proceed methodically through the document:
•  Introduce Exhibit C: VHC-008417.
•  I am handing you what has been marked as Exhibit C. Please take a moment to review this document.
•  Do you recognize this document?
•  This is an email, correct?
•  Who is the author of this email? Confirm that you, Sandra Milescu, wrote and sent this email.
•  It was sent from your email address at VTS, correct?
•  Who is the recipient of this email? Confirm that it was sent to Nikolai Vantorovich, the CEO of Vantor Holdings.
•  What is the date of this email? Confirm: November 12, 2021.
•  Was anyone else copied on this email? If not, was there a reason you sent it only to Mr. Vantorovich?
•  Let me direct your attention to the following language in the email. The email states, and I quote: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments."
•  Did you write those words?
•  What did you mean by "pulled 85 tractors off the SLG dedicated lanes"?
•  Does "SLG" refer to Stonefield Logistics Group? And "dedicated lanes" refers to the lanes that were assigned to the SLG account under the TSA, correct?
•  The word "pulled" — does that mean removed? Reassigned? Redeployed?
•  You wrote "to cover [redacted] commitments." The original version of this document, before the redaction log was prepared by your counsel, referenced a specific customer. Who are the "[redacted] commitments"?
•  Is it correct that the "[redacted] commitments" refers to commitments to Northwind Distribution Co.?
•  If the witness claims not to recall or denies: VTS's fleet redeployment records from October 2021 (Exhibit H) show that a substantial majority of the 85 reassigned tractors were directed to the Northwind account. Is that consistent with your recollection?
•  The email further states: "SLG won't notice until January."
•  Did you write those words?
•  What did you mean by "SLG won't notice until January"?
•  Why did you believe SLG would not notice the fleet reduction until January 2022 — approximately two months after the redeployment?
•  Did you understand that SLG had access to VTS's Carrier Performance Portal data, which tracked performance metrics in real time?
•  Were you referring to the possibility that SLG would not detect the full impact on its operations until the Q4 2021 performance data was compiled and reviewed?
•  When you wrote "SLG won't notice," did you intend for VTS to conceal the fleet reduction from Stonefield?
•  Did you take any steps to ensure that SLG would discover the fleet reduction?
•  Did you instruct any VTS personnel not to disclose the fleet reduction to Stonefield?
•  Was there any other substantive content in this email beyond the two statements I have quoted? If so, what else did the email address?
•  Why did you believe it was acceptable not to inform SLG of the fleet reduction?
•  Were you aware, at the time you sent this email, that the TSA imposed obligations on VTS with respect to fleet capacity and substitute equipment? Specifically, were you aware of Section 7.4 of the TSA, which governs the provision of substitute equipment?
•  Were you aware that the equipment availability SLO required VTS to maintain equipment availability compliance at or above 85%?
•  Did you understand that a reduction from 400 to approximately 248 tractors — a 38% reduction — would place VTS in breach of the equipment availability SLO?
•  Did Mr. Vantorovich respond to this email? If so, what was his response?
•  Did Mr. Vantorovich authorize or ratify the fleet redeployment after receiving this email?
•  Did Mr. Vantorovich express any concerns about the redeployment or the failure to notify SLG?
•  Were there any follow-up communications between you and Mr. Vantorovich regarding the fleet redeployment after November 12, 2021?
D. Notification to Stonefield
Having established the substance of the November 12 email, the examination should now focus on VTS's failure to notify Stonefield:
•  Did VTS ever notify Stonefield of the 85-tractor redeployment in October 2021?
•  Did anyone at VTS — you, Mr. Pruitt, Mr. Vantorovich, or anyone else — communicate to Stonefield that VTS had reduced its dedicated fleet from approximately 400 tractors to approximately 248 tractors?
•  Did you instruct anyone at VTS not to inform Stonefield about the fleet reduction?
•  Was there any internal discussion at VTS about whether SLG should be notified of the fleet reduction?
•  When did Stonefield first become aware of the fleet reduction? Based on the record, is it accurate that Stonefield first identified the equipment availability shortfall — at 62% — in its Cure Notice of January 18, 2022?
•  So from October 2021 until January 18, 2022, VTS operated with a significantly reduced fleet on the SLG account without informing its customer. Is that correct?
•  In his deposition on July 10, 2023, Derek Pruitt testified that VTS "struggled" with capacity on the SLG account in Q4 2021, but Mr. Pruitt did not testify that VTS ever notified Stonefield of the fleet reduction. Is Mr. Pruitt's testimony consistent with your understanding?
•  Do you believe that VTS's failure to notify Stonefield of a 38% reduction in dedicated fleet capacity was consistent with VTS's obligations under the TSA?
•  Under Section 7.4 of the TSA, VTS was required to provide substitute equipment when committed equipment was unavailable. Did VTS provide substitute equipment to Stonefield to replace the 85 redeployed tractors?
E. Impact on Service Level Obligations
The examination should now establish the causal link between the fleet redeployment and VTS's SLO failures:
•  After the October 2021 redeployment of 85 tractors from SLG dedicated lanes, VTS's performance metrics declined across all five SLO categories during Q4 2021. I would like to go through each one.
•  On-time pickup rate: VTS achieved 78.2% in Q4 2021, compared to the SLO threshold of 95%. Were you aware of this metric?
•  On-time delivery rate: VTS achieved 81.6% in Q4 2021, compared to the SLO threshold of 93%. Were you aware of this metric?
•  Tender acceptance rate: VTS achieved 71.4% in Q4 2021, compared to the SLO threshold of 90%. Were you aware of this metric?
•  Equipment availability: VTS achieved 62% in Q4 2021, compared to the SLO threshold of 85%. This figure corresponds directly to the approximately 248 tractors remaining after the redeployment of 85 from a base of approximately 400. Were you aware of this metric?
•  Cargo claims ratio: VTS's cargo claims ratio reached 1.07% in Q4 2021, compared to the SLO threshold of 0.5% or less. This was based on 16 claims totaling $387,400 in November and December 2021 alone. Were you aware of this metric?
•  Do you acknowledge a causal connection between the 85-tractor redeployment and the decline in SLO metrics across all five categories?
•  If the witness denies a causal connection: What, in your view, caused VTS's SLO performance to deteriorate so dramatically in Q4 2021?
•  Did you monitor SLO metrics after the redeployment? If so, how frequently, and what did you observe?
•  Were you surprised when the Cure Notice identified these specific performance shortfalls?
•  If you were not surprised, that suggests you were already aware of the failures. Why did you not take corrective action before the Cure Notice was issued?
•  Did you discuss the SLO failures with Mr. Vantorovich, Mr. Pruitt, or other executives during Q4 2021?
F. Stonefield's Volume Tendering — Vantor's Claimed Justification
Vantor's central defense of its fleet redeployment is that Stonefield itself caused VTS to reassign fleet assets by failing to tender the Annual Committed Volume minimum. This claim must be tested rigorously:
•  Vantor has alleged in this lawsuit that Stonefield's failure to tender the ACV minimum caused VTS to reassign fleet assets from the SLG account. Is that your position?
•  Let me examine the volume tendering data with you.
•  In Contract Year 2 — April 2020 through March 2021 — what was Stonefield's actual volume tendering?
•  Stonefield tendered $31.8 million against the stated ACV of $43.2 million, correct?
•  However, Stonefield invoked the force majeure clause under Section 12.1 of the TSA for the period of April through September 2020, corresponding to the COVID-19 pandemic. Were you aware of this invocation?
•  After adjusting for the six-month force majeure period, Stonefield's adjusted ACV for Contract Year 2 was $21.6 million — reflecting the fact that only six months of the contract year were operative. Is that consistent with your understanding?
•  Stonefield's actual tenders of $31.8 million during CY2 exceeded the force majeure-adjusted ACV of $21.6 million by approximately $10.2 million. Do you acknowledge that Stonefield exceeded the adjusted ACV for Contract Year 2?
•  Were you aware of the force majeure provision in Section 12.1 of the TSA at the time of the fleet redeployment decision?
•  Turning to Contract Year 3 — April 2021 through the termination date in early 2022. The partial-year tendering through January 2022 was approximately $36.5 million. At the time of the fleet redeployment in October 2021, had Stonefield's CY3 tendering already fallen below the ACV pace?
•  Let me put the question more precisely: from April through October 2021 — approximately seven months into CY3 — what volume had Stonefield tendered? If the full-year ACV is $43.2 million, the seven-month pro rata amount would be approximately $25.2 million. Was Stonefield's actual tendering through October 2021 above or below that pro rata pace?
•  If the volume shortfall had not yet materialized at the time of the fleet redeployment decision in October 2021, then the volume shortfall could not have been the reason for the redeployment. Do you agree with that logic?
•  If you contend that anticipated volume shortfalls — rather than actual shortfalls — motivated the redeployment, what was the basis for that anticipation? Were there specific communications from Stonefield, internal forecasts, or market analyses?
•  Did you make the redeployment decision because of volume shortfalls, or for other commercial reasons — such as the higher profitability of the Northwind Distribution Co. account?
•  If volume shortfalls were the reason for the redeployment, why did your November 12, 2021 email to Mr. Vantorovich not reference volume shortfalls as a justification? The email says "to cover [redacted] commitments" — it does not say "because SLG isn't tendering enough volume." Why not?
•  Doesn't the email suggest that the redeployment was driven by VTS's desire to serve its commitments to Northwind, rather than by any failure on Stonefield's part?
V. TOPIC 4: THE CURE PERIOD (JANUARY 18 – FEBRUARY 17, 2022)
Estimated Time: 45 minutes
A. Receipt and Review of Cure Notice
•  I am handing you what has been marked as Exhibit E. Do you recognize this document?
•  This is the Cure Notice dated January 18, 2022, sent from Raymond Hess, Director of Contract Compliance at Stonefield, to you, Sandra Milescu, as COO of VTS. Correct?
•  Confirm that you received this Cure Notice on or about January 18, 2022.
•  The Cure Notice identified the following specific material breaches of the TSA:
•  On-time pickup rate: 78.2% (SLO threshold: 95%)
•  On-time delivery rate: 81.6% (SLO threshold: 93%)
•  Tender acceptance rate: 71.4% (SLO threshold: 90%)
•  Equipment availability: 62% (SLO threshold: 85%)
•  Cargo claims ratio: 1.07% (SLO threshold: ≤ 0.5%)
•  Chronic failure to provide substitute equipment as required by Section 7.4 of the TSA
•  The Cure Notice specified a 30-calendar-day cure period from the date of receipt, making the cure deadline February 17, 2022. Is that consistent with your understanding?
•  Did you personally review the Cure Notice? When did you first read it?
•  At the time you received the Cure Notice, did you dispute the accuracy of the performance metrics stated in it?
•  Did you believe any of the metrics were incorrect?
•  Did VTS's own internal data — including the Carrier Performance Portal data and the Q4 2021 Performance Report — corroborate the metrics stated in the Cure Notice?
•  In his deposition on July 27, 2023, Raymond Hess testified that the metrics in the Cure Notice were derived from VTS's own Carrier Performance Portal data. He further testified that VTS did not dispute the accuracy of those metrics in VTS's February 14 response. Is that consistent with your understanding?
•  What was your reaction when you received the Cure Notice?
•  Did you discuss the Cure Notice with Mr. Vantorovich? With Mr. Pruitt? With Mr. Fielding? With VTS's counsel?
B. VTS's Cure Efforts
This is a critical topic. Our position is that VTS failed to cure the identified breaches within the 30-day cure period. Milescu's testimony should establish the absence of meaningful cure efforts:
•  What specific steps did VTS take during the 30-day cure period — from January 18 through February 17, 2022 — to remedy the identified breaches?
•  Let me go through the specific breaches one at a time.
•  With respect to equipment availability — which was at 62%, reflecting the 85-tractor redeployment — did VTS reassign any tractors back to the SLG dedicated lanes during the cure period?
•  If so, how many tractors were reassigned back to SLG? Were any of the 85 tractors that had been redeployed to Northwind brought back?
•  How many tractors were available for the SLG account as of February 17, 2022 — the cure deadline?
•  With respect to on-time pickup and on-time delivery rates, what specific operational steps did VTS take during the cure period to improve these metrics?
•  Did VTS hire or reassign drivers to increase capacity on the SLG account during the cure period?
•  With respect to the cargo claims ratio, did VTS take steps to investigate the causes of the elevated claims and implement corrective measures?
•  With respect to tender acceptance rates, did VTS improve its acceptance of Stonefield's tender offers during the cure period?
•  What performance metrics did VTS actually achieve during the cure period — that is, from January 18 through February 17, 2022? Do you have data on VTS's performance during this specific 30-day window?
•  Were the SLO thresholds met at any point during the cure period on any of the five metrics?
•  If the SLO thresholds were not met during the cure period, does VTS acknowledge that it failed to cure the material breaches within the 30-day period specified in the Cure Notice?
•  Did VTS communicate any cure progress to Stonefield during the 30-day period? Were there interim reports, status updates, or communications with Stonefield regarding VTS's cure efforts?
C. Vantor's February 14, 2022 Response
•  I am handing you what has been marked as Exhibit F. Do you recognize this document?
•  This is a letter dated February 14, 2022, sent from Derek Pruitt, VP of Business Development at VTS, to Janet Kirkwood, VP of Carrier Relations at Stonefield. Correct?
•  This letter constitutes Vantor's formal response to the Cure Notice. Correct?
•  The response was sent three days before the cure deadline of February 17, 2022. Is that correct?
•  The response acknowledges — and I am quoting — "operational challenges" on the SLG account. Correct?
•  But the response attributes those challenges to three factors: (i) the nationwide driver shortage, (ii) Stonefield's failure to tender minimum committed volumes, and (iii) Stonefield's instructions to divert volume to lower-cost spot market carriers. Correct?
•  The response further asserts that VTS had "substantially cured" the identified deficiencies. Correct?
•  The response also disputes the cargo claims data. Correct?
•  Were you involved in drafting or reviewing the February 14 response before it was sent?
•  If so, did you approve the characterization of VTS's performance as "substantially cured"?
•  On what basis did Vantor claim "substantial cure"? What evidence supports that assertion?
•  What metrics was VTS actually achieving as of February 14, 2022? Were any of the five SLO thresholds being met?
•  Does Milescu agree or disagree that VTS's performance data as of February 14 contradicted the "substantial cure" assertion?
•  I note that the February 14 response does not mention the 85-tractor redeployment to Northwind. Why not?
•  Was the decision to omit any reference to the fleet redeployment a deliberate one?
•  Did you, Mr. Pruitt, or anyone else at VTS consider disclosing the fleet redeployment to Stonefield in the cure response?
•  Wouldn't a candid disclosure of the fleet redeployment have been relevant to Stonefield's assessment of whether VTS had cured or was curing the identified breaches?
D. Post-Cure-Period Performance
•  What were VTS's performance metrics in late February and early March 2022 — that is, after the cure period expired on February 17?
•  Did the metrics improve to SLO-compliant levels, or did they remain below the contractual thresholds?
•  Stonefield's internal systems show continued SLO failures through the date of termination on March 4, 2022. Is that consistent with your understanding?
•  As of March 4, 2022, was VTS in compliance with any of the five SLO categories?
•  If VTS had not cured the identified breaches by the cure deadline, and remained in breach after the cure period expired, do you acknowledge that Stonefield had grounds to terminate the TSA for cause under Section 13.1(a)?
VI. TOPIC 5: TERMINATION AND AFTERMATH
Estimated Time: 30 minutes
A. Termination Letter
•  I am handing you what has been marked as Exhibit G. Do you recognize this document?
•  This is a letter dated March 4, 2022, from Tobias Wren, General Counsel of Stonefield Logistics Group Inc. Correct?
•  Confirm that you received this letter on or about March 4, 2022.
•  The letter states that VTS "failed to cure the material breaches identified in the Cure Notice dated January 18, 2022" and that the TSA is terminated effective immediately pursuant to Section 13.1(a). Correct?
•  What was your reaction when you received the termination letter?
•  Did you believe the termination was wrongful at the time? On what basis?
•  Did you believe that VTS had in fact cured the material breaches identified in the Cure Notice?
•  Did VTS take any immediate steps to contest the termination — for example, by sending a written response disputing the basis for termination?
•  At the time of termination, how much time remained on the TSA? Confirm that the remaining term was approximately 2 years and 27 days — from March 4, 2022 through the original expiration date of March 31, 2024.
•  Did you discuss the termination with Mr. Vantorovich? What was his reaction?
B. Vantor's Allegation of Pretextual Termination
This is a central element of Vantor's case. The goal is to probe the factual foundation — or lack thereof — for the pretextual termination theory:
•  Vantor's Amended Complaint alleges that Stonefield terminated the TSA not because of genuine performance failures, but rather to avoid paying higher rates under the April 2022 rate adjustment provision. Correct?
•  The projected April 2022 rate adjustment would have increased the weighted average per-mile rate from $2.87 to approximately $3.28 — a 14.3% increase — adding approximately $6.2 million in annual costs to Stonefield. Is that consistent with your understanding?
•  Were you aware of the upcoming April 2022 rate adjustment before the termination letter was sent?
•  When did you first become aware that the rate adjustment would result in a significant cost increase for Stonefield?
•  Do you have any evidence — any documents, communications, or other information — that Stonefield terminated the TSA specifically to avoid the April 2022 rate increase?
•  Do you have any communications from Stonefield personnel — from Ms. Kirkwood, Mr. Hess, Mr. Wren, or anyone else at Stonefield — that reference the rate adjustment as a motivating factor in the termination decision?
•  Has anyone at Stonefield ever stated, in writing or orally, that the rate increase was a reason for terminating the contract?
•  Apart from the rate adjustment theory, what other basis does Milescu have for believing the termination was pretextual?
•  Is it your position that VTS's Q4 2021 performance failures were not genuine material breaches of the TSA?
•  Is it your position that the performance metrics cited in the Cure Notice were inaccurate?
•  If you acknowledge that the performance failures were real and that the metrics were accurate, on what basis do you claim the termination was pretextual rather than justified?
C. Vantor's Allegation of Stonefield Lane Exclusivity Violation
•  Vantor's Amended Complaint also alleges that Stonefield violated the exclusivity provisions of the TSA by diverting freight to Cascade Freight Systems Inc. and Briarwood Trucking Co. Correct?
•  Were you personally aware, during the term of the TSA, that Stonefield was using Cascade Freight Systems and Briarwood Trucking?
•  If so, when did you first become aware? What was the source of that information?
•  Do you know which specific lanes Cascade and Briarwood serviced for Stonefield?
•  Are you familiar with Schedule C to the TSA, which designates Primary Lanes and Secondary Lanes?
•  Schedule C designates 14 lanes in total. Lanes 1 through 7 are classified as "Primary Lanes" and are subject to the exclusivity provisions. Lanes 8 through 14 are classified as "Secondary Lanes" and are not subject to exclusivity. Is that consistent with your understanding of the TSA?
•  Do you know whether Cascade and Briarwood provided services on Primary Lanes (1–7) or Secondary Lanes (8–14)?
•  In her deposition on July 14, 2023, Janet Kirkwood testified that Stonefield's use of Cascade and Briarwood was limited to Secondary Lanes — Lanes 8 through 14 — which were not subject to exclusivity. Do you have any evidence that contradicts Ms. Kirkwood's testimony?
•  If Milescu is not familiar with the lane classification details, probe her general understanding: Do you understand the distinction between Primary Lanes and Secondary Lanes under the TSA? Do you understand that the exclusivity provisions apply only to Primary Lanes?
VII. TOPIC 6: MITIGATION OF DAMAGES
Estimated Time: 45 minutes
A. Post-Termination Mitigation Efforts
Under New York law, a party claiming breach of contract damages has a duty to take reasonable steps to mitigate those damages. This topic explores VTS's post-termination efforts — or lack thereof — to replace the lost Stonefield volume:
•  After the TSA was terminated on March 4, 2022, what steps did VTS take to replace the lost Stonefield volume?
•  Did VTS actively solicit new customers to fill the capacity that had previously been dedicated to the SLG account?
•  Did VTS engage any freight brokers, load boards, or third-party intermediaries to identify replacement freight?
•  Did VTS undertake any business development efforts specifically directed at replacing the SLG revenue?
•  Did VTS hire additional sales or business development personnel to pursue new accounts?
•  What new contracts or customer relationships did VTS secure in Q1 2022, Q2 2022, and Q3 2022?
•  Can you identify specific customers that VTS onboarded after the termination to replace the SLG volume?
•  How much replacement revenue did VTS generate from new freight after the termination through the end of FY 2022?
•  In his deposition on July 10, 2023, Derek Pruitt — VTS's VP of Business Development — could not identify specific mitigation steps that VTS took after the termination to replace the Stonefield volume. Are you able to identify specific steps that Mr. Pruitt could not?
•  Was there a formal mitigation plan? Was the mitigation effort documented in any internal memoranda, reports, or presentations?
B. Market Conditions in 2022
This line of questioning is designed to demonstrate that VTS failed to mitigate despite favorable market conditions:
•  What were the conditions in the freight transportation market in Q1 and Q2 of 2022?
•  Is it accurate that spot rates in the freight market in Q1 and Q2 of 2022 were elevated approximately 35% above historical averages?
•  Were you aware of these elevated rates?
•  Did the robust freight market in early 2022 present opportunities for VTS to redeploy the fleet capacity that had been dedicated to the SLG account to other customers at comparable or even higher rates?
•  Given these favorable market conditions, why did VTS not replace the Stonefield volume more aggressively?
•  Were there any internal discussions at VTS about taking advantage of the strong spot market to offset the lost SLG revenue?
•  Did Mr. Pruitt, as VP of Business Development, report to you on market conditions and replacement opportunities after the termination?
•  If the market was favorable for carriers, as the data suggests, then VTS had a readily available opportunity to mitigate its damages by redeploying its fleet to the spot market or to new contract customers. Why was that opportunity not pursued more vigorously?
C. Fleet Disposition After Termination
This section addresses Vantor's $5.2 million stranded assets claim:
•  What happened to the tractors and trailers that had previously been dedicated to the SLG account after the termination on March 4, 2022?
•  Were those assets redeployed to other customer accounts?
•  Specifically, were any of those tractors or trailers redeployed to the Northwind Distribution Co. account?
•  Were any of the SLG-dedicated tractors or trailers redeployed to the Northwind account in addition to the 85 tractors that had already been reassigned in October 2021?
•  Were any tractors or trailers sold after the termination? If so, how many, and for what proceeds?
•  Were any tractors or trailers returned to lessors? If so, which leases were terminated?
•  Were any tractors or trailers idled — that is, taken out of service and parked without assignment to any customer?
•  If assets were idled, for how long? When were they eventually returned to service, sold, or otherwise disposed of?
•  Vantor claims $5.2 million in "stranded assets" costs resulting from the termination. Can you explain the basis for this claim?
•  Were the assets described as "stranded" truly stranded — meaning they could not be redeployed to other accounts — or were they in fact redeployable?
•  Were any specific lease termination costs incurred? If so, for which specific leases, and why couldn't those leases have been reassigned to other accounts?
•  Were there any lease agreements that prohibited reassignment of equipment from one customer account to another?
D. Workforce Actions After Termination
This section addresses Vantor's $2.87 million workforce reduction claim:
•  Vantor claims approximately $2.87 million in workforce reduction costs, representing severance payments to approximately 180 drivers and support staff who were terminated as a result of the loss of the SLG contract. Is that correct?
•  When were these employees terminated? Were they all terminated immediately after the TSA termination on March 4, 2022, or were they terminated on different dates over a period of time?
•  Before these employees were terminated, were any of them offered reassignment to other VTS customer accounts?
•  How many of the approximately 180 employees were offered reassignment? How many accepted?
•  If reassignment was not offered, why not? Were there no other accounts with capacity needs?
•  I want to explore an important inconsistency. In October 2021, VTS redeployed 85 tractors — and presumably the associated drivers — from the SLG account to the Northwind account and other accounts. Were any of the 85 tractors that had been redeployed from SLG to Northwind in October 2021 still in service on the Northwind account at the time of the March 2022 termination?
•  If so, the drivers associated with those tractors were already employed on the Northwind account and were not terminated due to the loss of the SLG contract. Correct?
•  How can Vantor claim that all 180 terminated employees were terminated as a result of the SLG contract loss, when some of the fleet capacity — and associated drivers — had already been reassigned to other accounts months earlier?
•  What was VTS's severance policy? Was severance contractually required under employment agreements or collective bargaining agreements, or was it discretionary?
•  If the severance was discretionary, who approved the decision to pay severance rather than reassign the employees?
•  Could some of these approximately 180 drivers have been retained for the Northwind account or other VTS accounts rather than terminated with severance?
•  Were any of the terminated drivers subsequently rehired by VTS within six months of their termination?
VIII. TOPIC 7: DAMAGES — SUPPORTING DETAIL
Estimated Time: 30 minutes
A. Liquidated Damages Claim
•  Vantor claims total liquidated damages of $67,230,000, calculated as follows: $64.8 million for the two full remaining contract years (75% × $43.2 million ACV × 2 years), plus approximately $2.43 million for the partial 27-day period. Is that consistent with your understanding?
•  The liquidated d