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
Matter No.: 1012-00005
Date: July 7, 2023
Prepared by: Patrick Gallagher, Lead Associate, Litigation (General)
Subject: Deposition Examination Outline — Derek Pruitt, Vice President, Business Development, Vantor Holdings Corp.
Case: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
Deposition Date: July 10, 2023
Deposition Location: Offices of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, NY 10166 (or as otherwise noticed)
Estimated Duration: Up to 7 hours (per FRCP 30(d)(1))
Court Reporter: To be arranged
Videographer: To be arranged
Attending Counsel (Defendant): Patrick Gallagher (lead examiner); Simone Laroche (second chair / document management)
Anticipated Opposing Counsel: Jason Whitford, Senior Associate, Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, NY 10006
Reference Materials:
•  Deposition Preparation Memorandum — Derek Pruitt (dated July 3, 2023, prepared by Simone Laroche)
•  Key Document Index — Vantor Production
•  Key Document Index — Vantor Supplemental Production
•  Vantor's Interrogatory Responses
•  Vantor's RFA Responses
I. PRELIMINARY INSTRUCTIONS AND BACKGROUND
A. Introductory Admonitions / Ground Rules
Begin with the standard deposition admonitions. Introduce yourself and the purpose of the deposition. Cover the following ground rules thoroughly and obtain an affirmative acknowledgment from the witness on each point:
1.  Oath and truthfulness. Mr. Pruitt is testifying under oath. His obligation is to answer each question truthfully, completely, and to the best of his ability. The same penalties for perjury that apply in a courtroom apply here today.
2.  Verbal responses. All responses must be verbal — "yes" or "no" rather than head nods or gestures — so that the court reporter can create an accurate transcript. Confirm the witness understands this requirement.
3.  Wait for the full question. Ask Mr. Pruitt to wait until the full question is asked before beginning his answer, even if he thinks he knows where the question is going. This avoids talking over each other and ensures the transcript is clear.
4.  Distinction between "I don't know" and "I don't recall." Explain the difference: "I don't know" means the witness never had the information, while "I don't recall" means the witness may have known the information at some point but cannot presently remember it. Ask Mr. Pruitt to use these phrases precisely so that the record is accurate.
5.  Request for clarification. If Mr. Pruitt does not understand a question, he should say so, and the question will be rephrased. If Mr. Pruitt answers a question without requesting clarification, it will be assumed that he understood the question as asked.
6.  No guessing. Mr. Pruitt should not guess. If he can provide an estimate or approximation, he should indicate that it is an estimate. But he should not speculate.
7.  Documents. Throughout the deposition, various documents may be placed before Mr. Pruitt. He should take as much time as he needs to review each document before answering questions about it.
8.  Breaks. Mr. Pruitt may request a break at any time, but if a question is pending, he must answer it before taking a break. He should not discuss his testimony with his counsel during breaks while a question is pending.
9.  Medications and conditions. Confirm with Mr. Pruitt that he is not currently under the influence of any medication, drug, alcohol, or other substance — or suffering from any physical or mental condition — that could impair his ability to understand questions or give truthful, complete answers today.
10.  Document preparation. Confirm whether Mr. Pruitt reviewed any documents in preparation for this deposition. Probe what documents were reviewed. Were these documents provided by counsel at Caldwell Royce & Shapiro LLP? Identify the specific documents by name or description. Did Mr. Pruitt review any documents other than those provided by CRS? Did he review any documents at his home, at Vantor's offices, or elsewhere? When did his preparation session(s) with counsel take place? How long did they last? Who was present?
B. Witness Background
Establish the following foundational facts about the witness:
1.  Full name and current title. Confirm that the witness's full legal name is Derek Pruitt. Confirm his current title is Vice President, Business Development, Vantor Holdings Corp.
2.  Duration in current role. How long has Mr. Pruitt held the title of VP, Business Development? When did he first assume this position? What was the effective date?
3.  Employment history at Vantor. When did Mr. Pruitt first become employed by Vantor Holdings Corp.? What was his initial title or role? Trace his progression through any prior roles at Vantor before becoming VP, Business Development.
4.  Reporting structure. To whom does Mr. Pruitt currently report? Does he report to Nikolai Vantorovich, the Chief Executive Officer, or to Sandra Milescu, the Chief Operating Officer? Has his reporting line changed at any point during his tenure at Vantor? If so, when and why?
5.  Educational background. What is Mr. Pruitt's educational background? What degrees, if any, has he obtained? From which institutions? Are any of those degrees related to business, logistics, supply chain management, or transportation?
6.  Prior employment. Before joining Vantor, was Mr. Pruitt employed in the transportation or logistics industry? If so, with which companies? In what capacities? For how long?
7.  General description of duties. Ask Mr. Pruitt to describe, in his own words, his duties and responsibilities as VP, Business Development. Probe specifically: Is he responsible for maintaining and managing client relationships? Is he responsible for business development — that is, identifying and securing new clients or expanding existing relationships? Does he have responsibility for contract management, including overseeing the performance of existing contracts?
8.  Primary relationship manager for Stonefield. Confirm that Mr. Pruitt was the "primary relationship manager" at Vantor/VTS for the Stonefield Logistics Group Inc. account throughout the term of the Transportation Services Agreement. What did that role entail on a day-to-day basis? How frequently did he interact with Stonefield personnel? By what means — in person, telephone, email, video conference?
9.  Counterpart at Stonefield. Identify who at Stonefield was Mr. Pruitt's primary counterpart. Establish that his primary point of contact was Janet Kirkwood, Vice President, Carrier Relations, at Stonefield Logistics Group Inc. How long did Mr. Pruitt work with Ms. Kirkwood? Did they have a standing meeting schedule? How would Mr. Pruitt characterize their working relationship?
C. Corporate Structure
Establish the corporate structure and Mr. Pruitt's understanding of the relevant entities:
1.  Employment entity. Confirm that Mr. Pruitt is employed by Vantor Holdings Corp. — not by any subsidiary or affiliate.
2.  Parent-subsidiary relationship. Confirm Mr. Pruitt's understanding of the relationship between Vantor Holdings Corp. (the parent entity, a New York corporation) and Vantor Transport Services LLC ("VTS") (a wholly owned operating subsidiary, organized as a New York limited liability company, with Vantor Holdings Corp. as its sole member).
3.  VTS as operating entity. Confirm that VTS was the entity that actually performed the transportation services under the TSA. VTS employed the drivers, owned or leased the tractors and trailers, and managed the day-to-day operations.
4.  VTS as signatory. Confirm that VTS — not Vantor Holdings Corp. — was the signatory counterparty to the TSA alongside Stonefield Logistics Group Inc. The parties to the TSA were Stonefield Logistics Group Inc. (as "Shipper-Broker") and Vantor Transport Services LLC (as "Carrier-Provider").
5.  Pruitt's role vis-à-vis VTS. Establish whether Mr. Pruitt held any title, position, or formal role at VTS itself, or whether he was solely an employee of Vantor Holdings Corp. If Pruitt had no formal VTS role, how was his authority to act on behalf of VTS in the Stonefield relationship established? Was there a services agreement, delegation of authority, or informal arrangement?
6.  Other key personnel. Identify other key Vantor/VTS personnel involved in the Stonefield relationship:
•  Sandra Milescu, Chief Operating Officer — What was her role in the SLG relationship? Did she have operational oversight over VTS's performance of the TSA?
•  Gregory Fielding, Chief Financial Officer — Was Mr. Fielding involved in financial aspects of the SLG contract, including rate calculations, ACV tracking, and damages computations?
•  Nikolai Vantorovich, Chief Executive Officer — What was Mr. Vantorovich's involvement in the SLG relationship? Was he a decision-maker on strategic matters affecting the contract?
7.  Decision-making hierarchy. Establish who at Vantor/VTS made decisions regarding: (a) fleet deployment — the allocation of tractors and trailers to specific customer accounts; (b) service operations — the day-to-day execution of transportation services; (c) contract performance — monitoring and ensuring compliance with contractual obligations; and (d) termination response — how to respond when Stonefield issued the Cure Notice and, subsequently, the Termination Letter. Who had ultimate authority in each of these areas?
II. THE TRANSPORTATION SERVICES AGREEMENT (TSA)
A. Negotiation and Execution
1.  Confirm Mr. Pruitt's involvement in negotiating the Transportation Services Agreement, bearing Contract Reference No. SLG-VTS-2019-0315.
2.  Confirm the execution date: the TSA was executed on March 15, 2019. The parties to the agreement were Stonefield Logistics Group Inc., designated as the "Shipper-Broker," and Vantor Transport Services LLC, designated as the "Carrier-Provider."
3.  Confirm Mr. Pruitt's understanding that the TSA was originally drafted by Stonefield's outside counsel, specifically Ashford Meridian LLP, and that the lead attorney responsible for the drafting was Lorraine Beckwith of that firm. Was Vantor/VTS afforded the opportunity to negotiate and redline the draft?
4.  Who at Vantor or VTS participated in the negotiation of the TSA? Did Mr. Pruitt personally participate in the negotiation sessions? If so, in what capacity? Who else at Vantor/VTS was involved — Ms. Milescu? Mr. Fielding? Mr. Vantorovich? Outside counsel? Who had final approval authority to authorize execution of the TSA on behalf of VTS?
5.  Confirm that Mr. Pruitt is familiar with the key terms of the TSA. Did he read the entire agreement before or at the time of execution? Has he read it since? How many times? When was the last time he reviewed the TSA?
B. Key Terms — Scope and Volume
1.  Term. The TSA had a term of five years, commencing April 1, 2019, and expiring March 31, 2024.
2.  Automatic renewal. The TSA provided for automatic renewal for successive two-year periods, unless either party provided written non-renewal notice at least 180 days prior to the expiration of the then-current term.
3.  Scope of services. Under the TSA, VTS was obligated to provide dedicated and on-demand truckload transportation services across specified lanes in the Northeast, Mid-Atlantic, and Southeast corridors. Confirm Mr. Pruitt's understanding of this scope.
4.  Annual Committed Volume (ACV). Under the TSA, Stonefield committed to tender a minimum annual freight volume of $43.2 million in transportation charges to VTS per contract year. Confirm Mr. Pruitt's understanding of this commitment.
5.  Total five-year minimum commitment. The total minimum commitment over the five-year term was $216 million ($43.2 million multiplied by five years). Confirm Mr. Pruitt's understanding.
6.  Significance of the ACV. Probe Mr. Pruitt's understanding of the ACV and its significance to VTS's and Vantor's business planning. How did the $43.2 million annual commitment factor into VTS's decisions regarding fleet acquisition, driver hiring, and capital expenditure? Was the ACV a material component of Vantor's overall revenue projections?
7.  VTS fleet commitment. Confirm Mr. Pruitt's understanding that VTS, in turn, committed to maintaining a minimum fleet capacity of 400 tractors and 1,200 trailers available for Stonefield freight for the duration of the TSA term. Was this commitment a quid pro quo for Stonefield's volume commitment?
C. Key Terms — Service Level Obligations (SLOs)
Walk Mr. Pruitt through each of the Service Level Obligations set forth in the TSA. Confirm his understanding of each metric, its threshold, and its contractual significance:
1.  On-time pickup rate: Greater than or equal to 95%. What does this metric measure? How was "on-time" defined?
2.  On-time delivery rate: Greater than or equal to 93%. How did this differ from the pickup metric? Were delivery windows defined in the TSA or in the individual load tenders?
3.  Cargo claims ratio: Less than or equal to 0.5% of gross revenue. How was this ratio calculated? What constituted a "cargo claim" for purposes of this metric?
4.  Tender acceptance rate: Greater than or equal to 90%. What does this metric measure? When Stonefield tendered a load to VTS, was VTS obligated to accept at least 90% of those tenders?
5.  Equipment availability compliance: Greater than or equal to 85% of committed fleet capacity. Given a commitment of 400 tractors, this meant VTS was required to have at least 340 tractors available for Stonefield freight at any given time. Confirm Mr. Pruitt's understanding.
6.  Contractual significance. Confirm that Mr. Pruitt understood these SLOs were contractually binding performance standards — not aspirational targets or guidelines. Failure to meet these standards constituted a potential material breach of the TSA.
7.  Measurement and reporting. How were SLO metrics measured and reported? Confirm that VTS maintained its own Carrier Performance Portal, and that the performance data was generated and tracked through that system. Was the data in VTS's Carrier Performance Portal shared with Stonefield on a regular basis?
8.  Internal review. How frequently were SLO metrics reviewed internally at Vantor/VTS? Was there a weekly, monthly, or quarterly review process? Who participated in those reviews? Did Mr. Pruitt participate?
9.  Responsibility for monitoring. Who at VTS was primarily responsible for monitoring compliance with SLOs? Was it Mr. Pruitt? Ms. Milescu? An operations manager? Someone else?
D. Key Terms — Termination Provisions
1.  Termination for Cause — Section 13.1. Confirm Mr. Pruitt's understanding of what constituted "Cause" under the TSA. Walk through each ground:
(a) Material breach that remains uncured for 30 calendar days after the breaching party's receipt of written notice specifying the breach;
(b) Insolvency, bankruptcy, or the commencement of proceedings under any bankruptcy or insolvency law;
(c) Failure to maintain required insurance coverages for a period of more than 15 calendar days; and
(d) Material violation of applicable law, including but not limited to regulations promulgated by the U.S. Department of Transportation ("DOT") and the Federal Motor Carrier Safety Administration ("FMCSA").
2.  Cure Notice requirement — Section 13.2. The party asserting Cause was required to provide written notice specifying with "reasonable particularity" the nature and extent of the alleged breach. The breaching party then had 30 calendar days from receipt of such notice to cure the identified breach. Confirm Mr. Pruitt's understanding of this mechanism.
3.  Liquidated damages — Section 14.2. If Stonefield terminated the TSA other than for Cause (i.e., a termination without Cause or a wrongful termination), Stonefield was obligated to pay VTS liquidated damages equal to 75% of the ACV multiplied by the number of remaining full contract years, plus a pro rata amount for any partial year. Confirm Mr. Pruitt's understanding of this provision.
4.  Confirm that Mr. Pruitt understood these termination and liquidated damages provisions at the time the TSA was executed, and that he understood them at the time of Stonefield's Cure Notice and subsequent termination.
E. Key Terms — Exclusivity / Schedule C
1.  Schedule C exclusivity. The TSA included a Schedule C that addressed lane exclusivity. Under Schedule C, 14 designated "Primary Lanes" — defined as specific origin-destination pairs — were subject to exclusivity. On these Primary Lanes, Stonefield committed to using VTS as its exclusive carrier-provider, subject to certain exceptions (e.g., force majeure, VTS inability to service).
2.  Primary Lanes vs. Secondary Lanes. Schedule C, Section 2(b) distinguished between "Primary Lanes" and "Secondary Lanes." Confirm Mr. Pruitt's understanding of this distinction. Secondary Lanes were lanes on which Stonefield could use other carriers without violating the TSA's exclusivity provisions.
3.  Pruitt's knowledge of lane designations. Probe whether Mr. Pruitt can identify which specific lanes were designated as Primary Lanes and which were designated as Secondary Lanes. Can he identify the 14 Primary Lane origin-destination pairs from memory? If not, is he at least familiar with the general geographic scope of the Primary Lanes versus the Secondary Lanes?
F. Key Terms — Force Majeure
1.  Section 12.1 — Force Majeure provision. The TSA contained a force majeure clause at Section 12.1. Confirm Mr. Pruitt's awareness of this provision and his general understanding of its scope.
2.  Stonefield's COVID-19 force majeure invocation. Confirm Mr. Pruitt's awareness that Stonefield invoked the force majeure provision in connection with the COVID-19 pandemic's impact on freight demand. Stonefield's force majeure notice covered the period from approximately April 2020 through September 2020.
3.  Vantor's response. Did Vantor or VTS dispute Stonefield's force majeure invocation at the time it was made? Was there any written objection? Any informal objection communicated verbally? If Vantor/VTS did not dispute the force majeure invocation at the time, does Mr. Pruitt now contend that the invocation was improper?
4.  Impact on ACV calculation. Explore the impact of the force majeure invocation on the ACV calculation for Contract Year 2. If force majeure excused performance for six of the twelve months in CY2 (April through September 2020), the adjusted ACV for CY2 would be $21.6 million ($43.2 million multiplied by 6/12). Does Mr. Pruitt agree with this calculation? If not, what is his alternative calculation and on what basis?
G. Key Terms — Rate Adjustment Mechanism
1.  Section 5.3 — Rate Adjustment Mechanism. The TSA provided for an annual rate adjustment, effective April 1 of each contract year, indexed to a blended formula consisting of 70% of the change in a specified diesel fuel index and 30% of the change in the Consumer Price Index for All Urban Consumers (CPI-U).
2.  Rate structure. The base rates under the TSA were set on a per-mile basis, organized by lane, as set forth in Schedule B to the TSA.
3.  April 2022 projected rate adjustment. Based on the formula in Section 5.3, the projected rate adjustment effective April 1, 2022 would have resulted in a weighted average increase from $2.87 per mile to $3.28 per mile — an increase of approximately 14.3%.
4.  Projected cost impact. The projected annual cost increase to Stonefield resulting from the April 2022 rate adjustment was approximately $6.2 million.
5.  Pruitt's awareness. Was Mr. Pruitt aware, prior to the March 4, 2022 termination, of the projected magnitude of the April 2022 rate adjustment? When did he first become aware of the projected 14.3% increase? Did he or anyone at Vantor/VTS calculate or estimate the dollar impact on Stonefield?
6.  Discussions with Stonefield. Was the upcoming April 2022 rate adjustment discussed between Mr. Pruitt and any Stonefield personnel? Was it discussed with Ms. Kirkwood? With anyone else at SLG? If so, when, and what was the substance of those discussions? Did anyone at Stonefield express concern about the magnitude of the projected increase?
H. Key Terms — Consequential Damages Waiver
1.  Section 15.1 — Mutual waiver. The TSA contained a mutual waiver of consequential damages at Section 15.1. Confirm Mr. Pruitt's awareness of this provision.
2.  Scope of waiver. Probe Mr. Pruitt's understanding of what categories of damages the consequential damages waiver was intended to exclude. Does he understand that the waiver may limit certain categories of damages that Vantor is now claiming? Did anyone explain the import of this provision to him at the time the TSA was negotiated?
I. Key Terms — Dispute Resolution
1.  Section 16 — Executive negotiation. The TSA required the parties to engage in a mandatory 30-day executive negotiation period before either party could initiate litigation. During this period, senior executives of each party (at the CEO level or equivalent) were required to meet in good faith to attempt to resolve the dispute.
2.  Confirm Mr. Pruitt's awareness and understanding of this provision. Was Mr. Pruitt aware of this requirement at the time the dispute arose? Was it followed?
III. CONTRACT PERFORMANCE — CONTRACT YEARS 1 THROUGH 3
A. Contract Year 1 (April 1, 2019 – March 31, 2020)
1.  General performance. Ask Mr. Pruitt to describe, in general terms, VTS's performance under the TSA during Contract Year 1. How would he characterize the overall quality of service provided to Stonefield?
2.  SLO compliance. Were the Service Level Obligations met consistently during CY1? Were there any months or quarters in which any SLO threshold was not met? If so, which metrics, and by how much?
3.  Stonefield feedback. Were there any issues flagged by Stonefield during CY1? Any complaints, concerns, or formal notices? If so, what were they and how were they addressed?
4.  ACV compliance. Did Stonefield tender the full ACV of $43.2 million in transportation charges during CY1? If not, what was the actual tender volume?
5.  Baseline. The purpose of this line of questioning is to establish a baseline of satisfactory performance during CY1 for comparison to the marked deterioration that occurred in later periods, particularly Q3-Q4 of 2021.
B. Contract Year 2 (April 1, 2020 – March 31, 2021)
1.  COVID-19 impact. Describe the impact of the COVID-19 pandemic on freight demand and VTS's operations during CY2. How significant was the disruption?
2.  Force majeure invocation. Stonefield invoked force majeure for the period from approximately April 2020 through September 2020. Confirm that Mr. Pruitt was aware of this invocation. How was it communicated? Was it in writing?
3.  Actual freight tenders. The actual freight tenders by Stonefield in CY2 totaled approximately $31.8 million. Does Mr. Pruitt agree with this figure? If not, what figure does he contend is correct?
4.  Adjusted ACV. With the force majeure adjustment covering six months of the contract year, the adjusted ACV was $21.6 million (i.e., $43.2 million multiplied by 6/12, reflecting only the non-force-majeure months). Probe whether Mr. Pruitt acknowledges this mathematical calculation. Actual tenders of $31.8 million exceeded the adjusted minimum by $10.2 million.
5.  Formal complaints. Did Vantor or VTS raise any formal complaint — written or otherwise — about volume shortfalls during CY2? Was there any written notice of breach sent under Section 13.1(a)? If Vantor was concerned about volume shortfalls, why was no formal notice given?
6.  SLO compliance. Were the SLOs met during CY2? Given the disruptions from COVID-19, were there any periods of non-compliance? How did the pandemic affect VTS's ability to meet its own performance obligations?
C. Contract Year 3 (April 1, 2021 – January 18, 2022 / Cure Notice)
1.  Transition from CY2. As the economy recovered from the pandemic, was freight demand recovering during CY3? Was VTS experiencing increased demand from Stonefield or other customers?
2.  Actual freight tenders. The actual freight tenders by Stonefield during the first approximately 10 months of CY3 (April 2021 through January 2022) totaled approximately $36.5 million. Does Mr. Pruitt agree with this figure?
3.  Vantor's alleged ACV shortfall. Vantor alleges that Stonefield had an ACV shortfall of $6.7 million in CY3, calculated as the difference between the full-year ACV of $43.2 million and the actual tenders of $36.5 million. Probe the basis for this calculation. Is Vantor comparing a full 12-month commitment against only approximately 10 months of actual tenders? If so, is that a fair or accurate comparison? Does Mr. Pruitt acknowledge that a prorated ACV for 10 months would be approximately $36.0 million ($43.2 million × 10/12), meaning that Stonefield's actual tenders of $36.5 million exceeded the prorated figure by approximately $500,000?
4.  Volume shortfall communications. When, if ever, did Mr. Pruitt raise volume shortfall concerns with anyone at Stonefield during CY3? Did he do so in writing? If so, to whom? On what date(s)? Did he raise these concerns verbally? If so, to whom, and when?
5.  Exhibits — Written communications. Identify and mark any written communications from Mr. Pruitt to Ms. Kirkwood or other SLG personnel regarding volume shortfalls that pre-date the Cure Notice of January 18, 2022. If no such written communications exist, confirm their absence and probe why the "primary relationship manager" never put volume concerns in writing.
6.  VTS performance deterioration. Begin to explore the narrative that VTS's own performance began deteriorating during this period. Was Mr. Pruitt aware that VTS was beginning to experience difficulties meeting its SLO commitments during CY3? When did he first become aware of these difficulties?
IV. VTS PERFORMANCE DETERIORATION — Q3–Q4 2021
A. Awareness of Operational Challenges
1.  When did Mr. Pruitt first become aware that VTS was experiencing difficulties maintaining SLO compliance on the Stonefield account? Was it during Q3 2021? Earlier? Later?
2.  What specific operational challenges did Mr. Pruitt learn about? Probe each of the following:
•  Driver shortages: Was VTS experiencing a shortage of qualified drivers? If so, was this unique to VTS or an industry-wide phenomenon? What steps, if any, did VTS take to address driver recruitment and retention?
•  Equipment issues: Were there problems with VTS's equipment — tractors or trailers — that affected service performance? Mechanical breakdowns? Maintenance backlogs?
•  Fleet redeployment: Was Mr. Pruitt informed that VTS had made a decision to reassign tractors away from SLG dedicated lanes to other customer accounts?
3.  85-tractor reassignment. Was Mr. Pruitt informed of VTS's decision to reassign 85 tractors away from the SLG dedicated lanes?
4.  KEY DOCUMENT — VHC-008417. Present the Sandra Milescu email to Nikolai Vantorovich, dated November 12, 2021, which states: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."
•  Was Mr. Pruitt aware of this email at the time it was sent? Was he copied? Was it forwarded to him?
•  When did Mr. Pruitt first learn of the 85-tractor reassignment? From whom? In what context?
•  If Mr. Pruitt claims he was not aware of the email or the reassignment, probe vigorously: How could the primary relationship manager for the Stonefield account not know that over 20% of the committed fleet (85 out of 400 tractors) was being pulled off that account? Didn't Mr. Pruitt have visibility into fleet allocation? Wasn't he tracking operational performance on the SLG account?
•  The phrase "SLG won't notice until January" — does Mr. Pruitt have any understanding of what Ms. Milescu meant by that? Does it suggest an intent to conceal the redeployment from Stonefield?
•  Identify the "[redacted] commitments." Vantor's supplemental production documents indicate that VTS redirected the 85 tractors to the Northwind Distribution Co. account beginning in approximately October 2021. Was Mr. Pruitt aware of this?
•  Did Mr. Pruitt know about the Northwind Distribution Co. contract or relationship? When did VTS begin providing services to Northwind Distribution? Was that relationship disclosed to Stonefield?
B. Q4 2021 Performance Metrics
Walk Mr. Pruitt through the actual VTS performance metrics for Q4 2021 as compared to each SLO threshold:
1.  Confirm that Mr. Pruitt was aware of these specific metrics — or, if he was not, probe why the primary relationship manager for the Stonefield account was unaware of such a dramatic and pervasive deterioration in performance across all five SLO categories.
2.  Did Mr. Pruitt receive or review VTS internal performance reports? How often? Were these reports generated from the Carrier Performance Portal? Did they break down performance by customer account?
3.  Cargo claims. The 16 cargo claims in November and December 2021 totaled $387,400. Was Mr. Pruitt aware of these claims? What caused them? Were any disputed by VTS at the time?
4.  Proactive communication. Did Mr. Pruitt communicate these performance issues to Stonefield proactively — that is, before Stonefield raised them? If so, when and how? If not, why not?
5.  Exhibit. Mark and present the VTS Q4 2021 Performance Report, an internal VTS document showing metrics materially below SLO thresholds across all five performance categories.
C. Communications with Stonefield
1.  Did Mr. Pruitt communicate with Janet Kirkwood about VTS's performance issues during Q3 and Q4 2021? If so, what was the substance of those communications? Were they in writing? By telephone? In person?
2.  What was Ms. Kirkwood telling Mr. Pruitt about SLG's concerns? Was she expressing dissatisfaction with VTS's performance? If so, when did those expressions of concern begin?
3.  Was Mr. Pruitt aware that Stonefield was already diverting volume to other carriers during this period?
4.  Stonefield Internal Email — September 22, 2021. Note for the record that a Stonefield internal email dated September 22, 2021, from Janet Kirkwood to Carlos Medina, states: "VTS is a mess. We're already moving volume to Cascade and Briarwood on Lanes 8–14. If VTS doesn't get its act together by Q1 I think we pull the plug on the whole contract."
NOTE TO EXAMINER: This is a Stonefield internal email and may not have been shared with Mr. Pruitt directly. However, probe whether Mr. Pruitt was informed by Ms. Kirkwood — or through any other channel — that SLG was using Cascade Freight Systems Inc. (Columbus, Ohio) and Briarwood Trucking Co. (Arlington, Virginia) on Lanes 8 through 14.
•  If Mr. Pruitt knew about the Cascade/Briarwood usage: When did he learn of it? Did he protest? Did he assert that this usage violated the Schedule C exclusivity provision? In writing? To whom?
•  If Mr. Pruitt claims that Cascade/Briarwood usage violated Schedule C exclusivity, probe whether he can identify which specific lanes were at issue and whether those lanes were "Primary Lanes" or "Secondary Lanes" under Schedule C. Critical point: Lanes 8 through 14 are designated as "Secondary Lanes" under Schedule C, Section 2(b), and are therefore not subject to the exclusivity requirement.
D. Fleet Redeployment Decisions
1.  What role, if any, did Mr. Pruitt play in the decision to redeploy fleet assets away from the SLG account? Was he involved in the decision-making process? Was he consulted? Was he informed before, during, or after the fact?
2.  Did Mr. Pruitt advocate for maintaining the committed fleet capacity for Stonefield? Did he raise objections to the redeployment? If so, to whom? When? In what form?
3.  Who made the decision to reassign the 85 tractors? Was it Sandra Milescu? Nikolai Vantorovich? Both? Was it a collective management decision?
4.  Was the decision discussed at any management meeting — whether a regular meeting, a special meeting, or any other forum — at which Mr. Pruitt was present? Was it discussed in any written communication — email, memorandum, instant message, or otherwise — in which Mr. Pruitt was included?
5.  Exhibit — Fleet management documents. Mark and present the Vantor supplemental production documents, Bates-numbered VHC-029001 through VHC-033218, which are fleet management documents showing VTS's redirection of 85 tractors to the Northwind Distribution Co. account. Walk Mr. Pruitt through these documents. Does he recognize them? Has he seen them before?
6.  Did Mr. Pruitt have any involvement with or knowledge of the Northwind Distribution Co. relationship? Was Northwind a new customer? When was the Northwind contract executed? What were its terms? Was the Northwind contract more profitable for VTS than the Stonefield contract? Was that a factor in the redeployment decision?
7.  Decision not to notify Stonefield. Was a decision made not to notify Stonefield about the fleet redeployment? Who made that decision? Was Mr. Pruitt consulted? Does the Milescu email's statement that "SLG won't notice until January" reflect a deliberate decision to conceal the redeployment from Stonefield?
E. Substitute Equipment / Surge Capacity (Section 7.4)
1.  TSA Section 7.4 required VTS to provide substitute equipment or surge capacity when committed fleet was unavailable. Confirm Mr. Pruitt's understanding of this obligation.
2.  Did VTS provide substitute equipment or surge capacity during Q4 2021? If so, what specifically was provided? How many substitute tractors? From what source?
3.  If VTS did not provide substitute equipment, why not? Was a decision made not to provide it? Was it a resource constraint? A deliberate choice?
4.  Was Mr. Pruitt involved in any efforts to secure substitute capacity for the Stonefield account? Did he raise the issue with operations personnel? With Ms. Milescu?
5.  Probe the chronic failure to provide substitute equipment — this is one of the specific material breaches identified in Stonefield's January 18, 2022 Cure Notice. Does Mr. Pruitt acknowledge that VTS failed to comply with Section 7.4?
V. THE CURE NOTICE AND CURE PERIOD
A. Receipt and Initial Response
1.  The Cure Notice. The Cure Notice was dated January 18, 2022, and was sent by Raymond Hess, Director of Contract Compliance at Stonefield, to Sandra Milescu, COO of Vantor/VTS. Confirm that Mr. Pruitt was aware of the Cure Notice. When did he first learn of it? From whom? Was he provided a copy?
2.  Alleged material breaches. Walk through each of the material breaches identified in the Cure Notice:
(a) On-time pickup rate of 78.2%, compared to the SLO threshold of 95%;
(b) On-time delivery rate of 81.6%, compared to the SLO threshold of 93%;
(c) Tender acceptance rate of 71.4%, compared to the SLO threshold of 90%;
(d) Equipment availability of approximately 62% of committed fleet (approximately 248 tractors versus the committed 400), compared to the SLO threshold of 85%;
(e) Sixteen cargo claims in November and December 2021, totaling $387,400, yielding a claims ratio of approximately 1.07%, compared to the SLO threshold of 0.5% or less; and
(f) Chronic failure to provide substitute equipment or surge capacity as required under Section 7.4 of the TSA.
3.  Accuracy of metrics. Did Mr. Pruitt dispute the accuracy of any of these specific metrics at the time the Cure Notice was received? Note for the record that VTS's February 14, 2022 response letter acknowledged "operational challenges" but did not dispute the specific metric figures cited by Stonefield.
4.  Data source. Were the metrics cited in the Cure Notice derived from VTS's own Carrier Performance Portal data? Did Mr. Pruitt know this? If VTS's own data confirmed these failures, on what basis could VTS dispute them?
5.  30-day cure period. The Cure Notice triggered a 30-day cure period under Section 13.2. The cure deadline was therefore February 17, 2022. Confirm Mr. Pruitt's understanding.
B. Vantor's Response to Cure Notice
1.  Pruitt's authorship. Confirm that Mr. Pruitt authored the February 14, 2022 response letter, which was addressed to Janet Kirkwood at Stonefield.
2.  Exhibit. Mark and present the February 14, 2022 letter from Derek Pruitt to Janet Kirkwood as the next exhibit. Ask Mr. Pruitt to review the document and confirm his authorship and signature.
3.  Walk through each point in the response. The February 14 letter made the following assertions:
(a) Acknowledgment of "operational challenges." Mr. Pruitt acknowledged that VTS had experienced "operational challenges." What did he mean by that phrase? Was it intended to be a formal admission of breach? Or something less?
(b) Nationwide driver shortage. Mr. Pruitt asserted that VTS's challenges were caused, in part, by a nationwide driver shortage. Probe this assertion in detail:
•  What specific evidence can Mr. Pruitt point to regarding a nationwide driver shortage? Industry reports? Statistics?
•  Did VTS's competitors face similar driver shortages? If so, did they experience the same level of SLO failures?
•  What steps did VTS take to address driver retention and recruitment? Increased pay? Signing bonuses? Improved working conditions?
•  Is the "nationwide driver shortage" explanation consistent with the VHC-008417 email showing that VTS intentionally pulled 85 tractors off SLG lanes — a decision that had nothing to do with a driver shortage?
(c) Stonefield's volume shortfall. Mr. Pruitt asserted that Stonefield had failed to tender minimum committed volumes. Probe:
•  Which contract year is Mr. Pruitt referring to — CY2, CY3, or both?
•  Can Mr. Pruitt quantify the alleged shortfall?
•  Does Mr. Pruitt acknowledge the force majeure adjustment for CY2?
•  If Mr. Pruitt contends there was a CY3 shortfall, how does he calculate it — using the full 12-month ACV against only 10 months of tenders?
(d) Spot market diversion. Mr. Pruitt's letter referenced Stonefield's "instructions to divert volume to lower-cost spot market carriers." Probe:
•  What "instructions to divert volume" is Mr. Pruitt referring to? Who at Stonefield gave those instructions? To whom at VTS?
•  Were these instructions in writing or verbal? If verbal, when, where, and to whom were they communicated?
•  Is this a reference to Stonefield's use of Cascade Freight Systems and Briarwood Trucking on Secondary Lanes?
•  If the Cascade/Briarwood usage was on Secondary Lanes (Lanes 8–14), it was contractually permissible. Does Mr. Pruitt acknowledge that?
(e) "Substantially cured." Mr. Pruitt's letter asserted that VTS had "substantially cured" the identified deficiencies. Probe in detail:
•  What specific steps did VTS take to cure during the 30-day cure period (January 18 through February 17, 2022)?
•  Can Mr. Pruitt identify: How many tractors, if any, were returned to SLG dedicated lanes? What improvement, if any, was achieved in each of the SLO metrics? How many drivers were hired? What equipment was procured?
•  Is there any documentary support for these cure efforts? Internal memos? Hiring records? Fleet allocation changes?
(f) Cargo claims dispute. Mr. Pruitt's letter disputed the cargo claims data. On what basis?
•  Were there specific claims that Mr. Pruitt contended were invalid or inflated?
•  Which specific claims? Can he identify them by claim number or description?
•  Were formal dispute procedures followed for any of these cargo claims?
C. Cure Period Activities
1.  What specifically did VTS do during the 30-day cure period to remediate the identified breaches? Walk through each category of breach and ask what concrete steps were taken.
2.  Were any of the 85 tractors returned to SLG dedicated lanes during the cure period? If so, how many? When?
3.  Were any new drivers hired or assigned to SLG routes during the cure period? If so, how many? When did they become operational?
4.  Were substitute equipment or surge capacity measures implemented during the cure period? If so, from what sources?
5.  What were VTS's actual performance metrics during the cure period (January 18 through February 17, 2022)? Does Mr. Pruitt know? Did VTS track performance during this critical 30-day window?
6.  Post-cure-period performance. What were VTS's performance metrics in late February and March 2022, after the cure period expired? Stonefield's records indicate that VTS's performance continued to fall below SLO thresholds even after the cure period.
7.  If Mr. Pruitt maintains that VTS substantially cured the identified breaches, how does he reconcile that claim with the continued substandard performance documented in Stonefield's records?
VI. TERMINATION OF THE TSA
A. The Termination Letter
1.  The Termination Letter was dated March 4, 2022. It was sent by Tobias Wren, General Counsel of Stonefield, and addressed to both Vantor Holdings Corp. and Vantor Transport Services LLC.
2.  The letter stated that VTS had "failed to cure the material breaches" identified in the January 18, 2022 Cure Notice within the 30-day cure period, and that Stonefield was therefore terminating the TSA effective immediately pursuant to Section 13.1(a).
3.  The letter further stated that Stonefield reserved all rights and remedies under the TSA and applicable law.
4.  When did Mr. Pruitt first learn of the termination? From whom? How was he informed — by telephone, email, in person?
5.  What was Mr. Pruitt's reaction upon learning of the termination? Was he surprised? Did he believe the termination was justified?
6.  Did Mr. Pruitt believe the termination was valid at the time he learned of it? On what basis did he believe it was valid — or invalid?
7.  Remaining term. At the time of termination on March 4, 2022, the remaining term of the TSA was approximately 2 years and 27 days (from March 4, 2022 through March 31, 2024). Confirm Mr. Pruitt's understanding.
B. Pruitt's View on Grounds for Termination
1.  Does Mr. Pruitt contend that the termination was pretextual? If so, what specifically is his basis for that contention?
2.  Does Mr. Pruitt believe that VTS was in material breach of the TSA at the time of the termination? If he contends VTS was not in material breach, how does he explain the SLO failures across all five performance categories?
3.  Does Mr. Pruitt contend that Stonefield terminated the TSA in order to avoid the April 2022 rate adjustment — a 14.3% increase that would have raised the weighted average per-mile rate from $2.87 to $3.28 and cost Stonefield an additional approximately $6.2 million annually?
4.  What specific facts support Mr. Pruitt's contention that the termination was motivated by a desire to avoid the rate adjustment? Is the timing — termination effective March 4, less than one month before the April 1 rate adjustment — the primary basis? Or does Mr. Pruitt have additional evidence?
5.  Did Mr. Pruitt have any conversations with Ms. Kirkwood, or with any other SLG personnel, in which cost concerns or the upcoming rate adjustment were discussed as a factor in the termination decision? If so, when? What was said? By whom?
6.  Did Mr. Pruitt have any communications with anyone at Stonefield after the Termination Letter regarding the reasons for the termination?
C. Vantor's Allegation of Stonefield's Breach
1.  Vantor's Amended Complaint alleges that Stonefield breached the TSA by failing to tender the ACV in Contract Years 2 and 3. Walk through each:
•  CY2 (April 2020 – March 2021): Actual tenders were $31.8 million against a stated ACV of $43.2 million. However, with the force majeure adjustment (April–September 2020), the adjusted ACV was $21.6 million. Actual tenders of $31.8 million exceeded the adjusted ACV by $10.2 million.
•  CY3 (partial — April 2021 – January 2022, approximately 10 months): Actual tenders were $36.5 million against a stated ACV of $43.2 million. However, comparing 10 months of tenders against a full 12-month commitment is mathematically improper. The prorated ACV for 10 months is approximately $36.0 million ($43.2 million × 10/12). Actual tenders of $36.5 million exceeded the prorated ACV by approximately $500,000.
2.  Probe Mr. Pruitt's understanding of these figures. Does he acknowledge the force majeure adjustment for CY2? Does he acknowledge the mathematical issue with comparing 10 months of CY3 tenders to a 12-month ACV?
3.  Did Vantor or VTS ever send a formal written notice of breach to Stonefield regarding volume shortfalls? If so, when? Under what provision of the TSA? If no such notice was sent, why not?
4.  Did Vantor or VTS ever invoke the Section 13.1(a) cure notice provisions against Stonefield for volume shortfalls? If not, why not? This is a critical gap — Vantor now complains of volume shortfalls as a basis for its claims, yet it never invoked the TSA's formal cure notice mechanism.
5.  Diversion to competing carriers. Vantor alleges that Stonefield diverted freight to Cascade Freight Systems Inc. (Columbus, Ohio) and Briarwood Trucking Co. (Arlington, Virginia) in violation of Schedule C exclusivity. Probe Mr. Pruitt's specific knowledge of which lanes were involved and whether those lanes were "Primary Lanes" (subject to exclusivity) or "Secondary Lanes" (not subject to exclusivity).
VII. PRE-SUIT DEMAND AND EXECUTIVE NEGOTIATIONS
A. Demand Letter
1.  On April 8, 2022, Vantor sent a demand letter through its counsel, Caldwell Royce & Shapiro LLP, signed by Harrison Caldwell. The letter claimed wrongful termination of the TSA and demanded payment of $95.4 million.
2.  Was Mr. Pruitt involved in the decision to engage CRS? Who at Vantor retained CRS? Was it Mr. Vantorovich? The board?
3.  Was Mr. Pruitt involved in formulating the demand amount of $95.4 million? Did he provide input on the calculation? Did he review the demand letter before it was sent?
4.  How was the $95.4 million figure derived? What is Mr. Pruitt's understanding of the components of that demand?
5.  Mark and present the demand letter as an exhibit if needed.
B. Executive Negotiation Period (Section 16)
1.  Stonefield responded to the demand letter on April 29, 2022, through Tobias Wren, addressed to Harrison Caldwell at CRS. Stonefield rejected the demand in its entirety and invoked Section 16 of the TSA, the mandatory executive negotiation period.
2.  First executive negotiation meeting. The first executive negotiation meeting took place on May 16, 2022, between Marcus Denton (CEO, Stonefield) and Nikolai Vantorovich (CEO, Vantor). Where did this meeting take place? How long did it last? Was Mr. Pruitt present? If not, was he briefed on what occurred? What was discussed?
3.  Second executive negotiation session. A second executive negotiation session was held telephonically on June 3, 2022. Again, was Mr. Pruitt present or on the call? What was discussed? Was any resolution reached?
4.  What was Vantor's negotiating position during these sessions? Was there a counteroffer? Any willingness to compromise on the $95.4 million demand? Any willingness to discuss a lesser amount or a structured resolution?
5.  What was Stonefield's stated position? Did Stonefield make any counterproposal?
6.  Why did negotiations fail? What was the fundamental impediment to resolution?
VIII. DAMAGES
A. Claimed Damages — Overview
1.  Vantor's total claimed damages are $95.4 million, as set forth in the Amended Complaint and supported by the expert report of Trask Greystone & Associates, served on May 15, 2023.
2.  Break down the claimed damages by category and probe Mr. Pruitt's understanding of each:
B. Liquidated Damages
1.  Calculation. The liquidated damages calculation under Section 14.2 is: 75% of the ACV ($43.2 million) multiplied by the number of remaining full contract years (2), yielding $64,800,000, plus a pro rata amount for the partial remaining year (27 days), calculated as $2,430,000. The total claimed liquidated damages are $67,230,000. Does Mr. Pruitt understand how this figure is calculated?
2.  Section 14.2 language. Section 14.2 provides that the parties "acknowledge and agree that the liquidated damages set forth herein represent a reasonable estimate of the damages that [VTS] would suffer" from an early termination without Cause, and that such liquidated damages are "not a penalty." Confirm Mr. Pruitt's awareness of this provision.
3.  Negotiation of liquidated damages. Did Vantor or VTS negotiate the liquidated damages provision? Who at Vantor/VTS was involved in negotiating this specific provision? Was there any analysis performed at the time of contracting regarding what VTS's actual damages would be in the event of an early termination?
4.  Relationship to actual losses. Does Mr. Pruitt have personal knowledge of whether the $67.23 million liquidated damages amount bears any relationship to VTS's actual losses from the termination? Is the liquidated damages figure greater than, less than, or approximately equal to VTS's actual damages?
C. Lost Profits
1.  Vantor claims lost profits of $18.7 million, calculated based on an average 12% operating margin applied to the remaining committed volume for the balance of the TSA term.
2.  Does Mr. Pruitt have knowledge of VTS's actual operating margin on the SLG account? Is the 12% figure accurate? For which period? Is it based on CY1 performance? CY2? CY3?
3.  Did VTS maintain separate profit and loss accounting for the SLG account? Or was profitability tracked only at a company-wide level?
4.  Potential duplication. Probe whether the liquidated damages claim and the lost profits claim are duplicative. Both purport to compensate Vantor/VTS for the economic value of the remaining contract term. Does Mr. Pruitt understand that Vantor may not be entitled to recover both?
D. Stranded Assets ($5.2M)
1.  What specific assets does Vantor claim were "stranded" as a result of the termination? Tractors? Trailers? Terminal equipment? Other capital assets?
2.  Were these assets exclusively dedicated to the SLG contract? Or could they be — and were they in fact — redeployed to other customers?
3.  Critical question: If 85 tractors had already been reassigned from the SLG account to the Northwind Distribution account in October 2021, how can VTS now claim that its fleet assets were "stranded" by the termination? The very fact that VTS was able to reassign 85 tractors to another customer demonstrates that the equipment was fungible and redeployable.
4.  Were any of the allegedly "stranded" assets subsequently sold, leased to third parties, or redeployed to other VTS customer accounts? If so, when? For what consideration?
E. Workforce Reduction ($2.87M)
1.  Vantor claims approximately $2.87 million in workforce reduction costs associated with the severance of approximately 180 drivers and support staff. When were these personnel terminated? Was the termination simultaneous with the TSA termination or phased over time?
2.  Were some of these approximately 180 personnel already working on non-SLG accounts at the time of the TSA termination? Had some already been reassigned — for example, to the Northwind Distribution account?
3.  Were the severance obligations contractual in nature — arising from collective bargaining agreements, individual employment contracts, or other binding commitments? Or were they discretionary payments?
4.  Did Vantor or VTS explore reassigning personnel to other accounts or operations before terminating them? What efforts were made?
F. Mitigation Costs ($1.4M)
1.  What specific costs does Vantor claim were incurred in seeking replacement freight to fill the capacity that had been dedicated to the SLG contract?
2.  When were these mitigation efforts initiated? How soon after the March 4, 2022 termination?
3.  What form did mitigation efforts take? Did VTS contact potential shippers directly? Engage freight brokers? Post available capacity on freight exchanges or digital load boards? Advertise available capacity?
4.  What were the results of these mitigation efforts? Were replacement contracts obtained? At what rates? For what volumes?
IX. MITIGATION OF DAMAGES — VANTOR'S EFFORTS
A. Duty to Mitigate
1.  After the TSA was terminated on March 4, 2022, what specific steps did Vantor and VTS take to replace the lost Stonefield volume? This is a critical line of questioning. Ask Mr. Pruitt to be as specific as possible.
2.  Can Mr. Pruitt identify specific mitigation steps? For each, probe:
•  Which companies were contacted?
•  When were they contacted?
•  Who at VTS or Vantor made the contact?
•  What was the result?
•  Were any contracts or arrangements entered into?
•  What was the timeline from initial contact to revenue generation?
3.  Per Simone Laroche's preparation memorandum dated July 3, 2023, the freight market in Q1 and Q2 of 2022 was robust, with spot rates elevated approximately 35% above historical averages. This was a favorable market environment for carriers to find replacement freight.
4.  Did VTS seek to engage other freight brokers or shippers to fill the capacity that had been dedicated to SLG?
5.  Did VTS list available capacity on any freight exchanges or load boards — such as DAT, Penrose Services Inc., or similar platforms?
6.  How much replacement revenue did VTS actually secure in the period following termination, from March 2022 through March 2024 (the remainder of the original TSA term)?
B. Available Market Opportunities
1.  Was Q1 and Q2 2022 a strong or weak freight market? Probe Mr. Pruitt's understanding. Spot rates were elevated approximately 35% above historical averages. There was a general shortage of trucking capacity and elevated demand.
2.  Was there excess demand for trucking capacity in early-to-mid 2022? Were shippers having difficulty finding carriers?
3.  Could VTS have redeployed the 400 committed tractors — or whatever number was actually available at the time of termination — to other customers at prevailing market rates?
4.  If VTS could have replaced some or all of the SLG volume in a strong freight market, why didn't it? What prevented VTS from capturing replacement revenue?
C. Vantor's Financial Performance Post-Termination
1.  Vantor's FY 2021 revenue was approximately $385 million. Its FY 2022 revenue declined to approximately $310 million — a decline of approximately $75 million. What portion of that $75 million revenue decline is attributable to the loss of the SLG contract specifically, as opposed to general freight market conditions or other factors?
2.  Did Vantor or VTS pursue any new business to replace the SLG volume? What was the result?
3.  Was any portion of the revenue decline attributable to broader freight market softening that affected the entire trucking industry? Stonefield itself experienced a revenue decline from approximately $1.42 billion in FY 2021 to approximately $1.28 billion in FY 2022 — approximately a 10% decline. Does Mr. Pruitt acknowledge that the freight market experienced a cyclical downturn in the latter half of 2022?
4.  To what extent, if any, did VTS's own operational challenges — the same challenges that led to SLO failures on the SLG account — affect its ability to attract and retain other customers?
X. VANTOR'S VOLUME SHORTFALL ALLEGATIONS — DETAILED PROBE
A. Specific Shortfall Claims
1.  Vantor alleges that Stonefield failed to tender the ACV in Contract Years 2 and 3. Walk through each year in detail:
2.  Contract Year 2 (April 2020 – March 2021):
•  Full ACV: $43.2 million. Actual tenders: $31.8 million.
•  Did Vantor or VTS acknowledge Stonefield's force majeure invocation at the time? Was there any written objection?
•  With the force majeure adjustment (April through September 2020 excused), the adjusted CY2 ACV is $21.6 million ($43.2 million × 6/12).
•  Actual tenders of $31.8 million exceeded the adjusted minimum by $10.2 million.
•  How does Mr. Pruitt reconcile Vantor's claim of a CY2 volume shortfall with the fact that tenders exceeded the force-majeure-adjusted minimum by more than $10 million?
3.  Contract Year 3 (April 2021 – January 2022, approximately 10 months):
•  Full ACV: $43.2 million (for 12 months). Actual tenders (10 months): $36.5 million.
•  Prorated ACV for 10 months: $43.2 million × (10/12) = $36.0 million.
•  Actual tenders of $36.5 million exceed the prorated ACV by approximately $500,000.
•  How does Mr. Pruitt calculate the alleged $6.7 million shortfall? Is he comparing the full 12-month ACV of $43.2 million against only 10 months of actual tenders? Does he acknowledge that this comparison is mathematically flawed?
B. Formal Notice of Volume Shortfall
1.  Did Vantor or VTS ever send a formal written notice of breach to Stonefield under Section 13.1(a) for volume shortfalls? This is a critical question. If yes, when? To whom? What did it say? Produce a copy.
2.  If no formal notice was ever sent, why not? Vantor now claims volume shortfalls as a centerpiece of its Amended Complaint, yet it appears never to have invoked the TSA's own cure notice mechanism to put Stonefield on formal notice.
3.  Did Mr. Pruitt or anyone at Vantor inform Stonefield in writing — even informally — that volume levels were below the ACV threshold?
4.  Distinguish carefully between informal complaints or expressions of dissatisfaction, on the one hand, and formal contractual notices of breach under Section 13.1(a), on the other. Did Vantor/VTS ever provide the latter?
C. Alleged Diversion to Competing Carriers
1.  Vantor alleges that Stonefield diverted freight to Cascade Freight Systems Inc. (Columbus, Ohio) and Briarwood Trucking Co. (Arlington, Virginia) in violation of the Schedule C exclusivity provision.
2.  When did Mr. Pruitt become aware that Stonefield was using Cascade and Briarwood? From whom did he learn this? How?
3.  Can Mr. Pruitt identify which specific lanes were affected by the alleged diversion?
4.  Challenge: The evidence — including Stonefield's internal emails and, potentially, subpoena responses from Cascade and Briarwood — indicates that those carriers were used on Lanes 8 through 14. Lanes 8 through 14 are designated as "Secondary Lanes" under Schedule C, Section 2(b), and are not subject to the exclusivity requirement. Can Mr. Pruitt identify a single instance in which Cascade or Briarwood were used on any of the 14 designated "Primary Lanes"?
5.  If Mr. Pruitt cannot identify Primary Lane usage by Cascade or Briarwood, does he acknowledge that the use of those carriers on Secondary Lanes did not violate the TSA?
6.  Exhibit if available: Cascade and Briarwood subpoena responses confirming that their usage was limited to Lanes 8 through 14 (i.e., Secondary Lanes only).
XI. RATE ADJUSTMENT MOTIVE
A. Awareness of April 2022 Rate Adjustment
1.  Under Section 5.3 of the TSA, the annual rate adjustment took effect on April 1 of each contract year, indexed to a blend of 70% of the change in a specified diesel fuel index and 30% of the change in CPI-U.
2.  For April 2022, the projected adjustment would have resulted in a weighted average increase from $2.87 per mile to $3.28 per mile — an increase of approximately 14.3%.
3.  The projected additional annual cost to Stonefield from this rate adjustment was approximately $6.2 million.
4.  Was Mr. Pruitt aware of the projected magnitude of the April 2022 rate adjustment prior to the March 4, 2022 termination? If so, when did he first become aware? Who calculated or estimated the projected increase?
5.  Did Mr. Pruitt discuss the upcoming rate adjustment with anyone at Stonefield? With Ms. Kirkwood? With anyone else? If so, when? What was the substance of those discussions?
6.  Vantor alleges that Stonefield terminated the TSA to avoid paying higher rates under the April 2022 adjustment. What specific evidence does Mr. Pruitt have to support this allegation beyond the temporal proximity of the termination to the April 1 adjustment date