1012-00005 · Stonefield Logistics Group · Depositions

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Contract analysis Extract to table

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

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

Matter No.: 1012-00005

Date: August 14, 2023

To: File

From: Patrick Gallagher, Lead Associate, Litigation (General)

Re: Deposition Outline — Nikolai Vantorovich, CEO and Founder, Vantor Holdings Corp.

Case: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)

Deposition Date: August 18, 2023

Location: Offices of Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, NY 10006

Court Reporter: To Be Determined

Attending for Defendant: Patrick Gallagher (examining); Simone Laroche (second chair / documents)

Attending for Plaintiff: Harrison Caldwell and/or Jason Whitford (defending)

Estimated Duration: 7 hours (per FRCP 30(d)(1))

Cross-reference: Deposition Preparation Memorandum — Nikolai Vantorovich (Doc. 81, Aug. 10, 2023, Simone Laroche)

I. PRELIMINARY MATTERS AND EXAMINATION STRATEGY NOTES

A. Strategic Objectives

The deposition of Nikolai Vantorovich is among the most critical depositions remaining in this case. Vantorovich is the chief executive officer and founder of Vantor Holdings Corp., the plaintiff in this action, and as such he is the individual most responsible for the business decisions at the heart of the dispute. The following strategic objectives should guide the examination throughout:

1. Establish Vantorovich as the ultimate decision-maker. Despite anticipated testimony that he delegated "day-to-day" operational decisions to Sandra Milescu (COO) and Derek Pruitt (VP, Business Development), we must establish that Vantorovich exercised ultimate authority over all material business decisions at both Vantor Holdings Corp. and its wholly owned subsidiary, Vantor Transport Services LLC ("VTS"). This is critical because Vantor's narrative depends in part on creating distance between Vantorovich and the fleet redeployment decision. Vantorovich holds an approximately 58% personal ownership stake in Vantor Holdings Corp. and controls the entity. He should be pinned down on his authority over contract decisions, fleet deployment, and customer prioritization.

2. Pin down knowledge of and involvement in the decision to reassign 85 tractors from SLG dedicated lanes to the Northwind Distribution Co. account in October 2021. This is the central "smoking gun" issue. Document VHC-008417 — the November 12, 2021 email from Sandra Milescu to Nikolai Vantorovich — is the single most damaging document in this case. Milescu wrote: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January." The supplemental production confirms that VTS redirected these 85 tractors to the Northwind Distribution Co. account. Vantorovich was the direct recipient of this email. His prior partial deposition testimony that he was "not involved in day-to-day fleet decisions" and did not recall the specifics of this email strains credulity. This line of examination must be pursued aggressively but methodically.

3. Establish that Vantor made no meaningful mitigation efforts after the termination on March 4, 2022. This objective directly undermines Vantor's damages claims. The freight market conditions in Q1 and Q2 of 2022 were robust, with spot rates elevated approximately 35% above historical averages and strong demand for carrier capacity. Despite these favorable conditions, Derek Pruitt testified at his July 10, 2023 deposition that he could not identify specific mitigation steps taken after termination. We need Vantorovich's testimony to confirm this failure.

4. Explore the Vantor–CRS fee dispute as context for credibility and litigation posture. Caldwell Royce & Shapiro LLP, Vantor's counsel, has approximately $870,000 in unpaid invoices and has filed a motion to withdraw. This financial pressure on the litigation is relevant both to Vantor's ability to prosecute and to its overall financial condition, which in turn affects the damages analysis.

5. Lock in testimony regarding Vantor's awareness that VTS performance metrics fell below all five Service Level Obligations in Q4 2021. Vantor's own internal performance reports show that VTS failed to meet every single SLO threshold in Q4 2021: on-time pickup at 78.2% (vs. 95% SLO), on-time delivery at 81.6% (vs. 93% SLO), tender acceptance at 71.4% (vs. 90% SLO), equipment availability at 62% (vs. 85% SLO), and cargo claims ratio at 1.07% (vs. ≤0.5% SLO). Vantorovich must either admit knowledge of these failures — which undercuts Vantor's theory that termination was pretextual — or deny knowledge, which undercuts his credibility as the CEO who claims to have been engaged in the Stonefield relationship.

6. Explore Vantorovich's understanding of the TSA's termination-for-cause provisions (Section 13.1) and liquidated damages clause (Section 14.2). Vantorovich's understanding of these provisions at the time of execution and at the time of termination is critical to our enforceability arguments and our defense that termination was for Cause.

7. Establish financial distress at Vantor that may undermine damages claims and suggest alternative causes for Vantor's revenue decline. Vantor's revenue dropped from approximately $385 million in FY 2021 to approximately $310 million in FY 2022 — a decline of approximately $75 million. Even at maximum, only approximately $43 million of that decline is attributable to the loss of the SLG contract. The remaining $32 million decline suggests other, independent causes of revenue loss that Vantor cannot attribute to Stonefield.

8. Obtain admissions regarding VTS's failure to notify Stonefield of the fleet redeployment. No one at Vantor or VTS notified Stonefield that 85 tractors — 21% of the committed 400-tractor fleet — were being reassigned. This failure to notify is relevant to both breach and good faith.

B. General Examination Notes

The following notes should be kept in mind throughout the examination:

• Witness Profile. Nikolai Vantorovich is the CEO and Founder of Vantor Holdings Corp. He holds an approximately 58% personal ownership stake in the company and controls the entity. He is expected to be articulate, defensive about his business decisions, and inclined to characterize himself as a visionary leader rather than an operational manager. He will likely attempt to deflect detailed operational questions to Sandra Milescu (COO) and Derek Pruitt (VP, Business Development). When he does so, push back firmly to establish his ultimate authority over material decisions. He is the direct recipient of the critical November 12, 2021 email and cannot credibly disclaim all knowledge of fleet operations.

• Prior Partial Deposition. Vantorovich's prior partial deposition was scheduled for August 18, 2023 — which is the same date as this deposition. If the deposition was previously commenced and cut short at approximately 4.5 hours when the witness claimed illness, be prepared for a potential repeat of that tactic. If the witness claims illness, request a brief recess and assess the situation. If necessary, note the claim on the record and reserve the right to continue the deposition consistent with Judge Calloway's September 22, 2023 order requiring completion by October 20, 2023.

• Key Documents. All key documents should be pre-marked as exhibits prior to the commencement of the deposition. The complete exhibit list appears in Section XI below. Simone Laroche (second chair) will manage document handling. Ensure that copies of all pre-marked exhibits are provided to the court reporter and to defending counsel at the beginning of the deposition.

• Tone. Maintain a professional but firm tone throughout. Do not be combative, but do not allow the witness to evade. Vantorovich is a founder-CEO and can be expected to become defensive when his business judgment is questioned. Use his pride in his role and authority against his attempts to disclaim knowledge of operational decisions.

• Critical Reminder. Do NOT ask questions that invite the witness to narrate Vantor's legal theories at length. Keep questions tight, factual, and closed-ended wherever possible. If the witness begins speechifying or offering legal conclusions, redirect firmly. Open-ended questions should be used sparingly and only where the witness's narrative is likely to be damaging to the plaintiff's case.

II. TOPIC 1: BACKGROUND AND ROLE AT VANTOR

A. Personal Background

Begin the examination with foundational background questions. These are designed to put the witness at ease before moving to substantive topics, but they also serve the strategic purpose of establishing Vantorovich's deep personal connection to and control over Vantor Holdings Corp. and its operations.

• State his full name for the record. Confirm his business address: 580 Eighth Avenue, 14th Floor, New York, New York 10018.

• Walk through his educational background and career history. Where did he attend college? Did he obtain any advanced degrees? What positions did he hold before founding Vantor Holdings Corp.? How long has he been in the transportation and logistics industry?

• When did he found Vantor Holdings Corp.? What was the nature of the founding — did he start the company from scratch, acquire an existing business, or take some other approach? What was the initial scope of the business, and how has it grown over time?

• Confirm his current ownership stake. He holds approximately 58% of the equity in Vantor Holdings Corp. personally. Confirm that the Fielding Family Trust — associated with CFO Gregory Fielding — holds approximately 12%. Confirm that the remaining approximately 30% is held by various minority investors. Who are the minority investors? Are any of them involved in the day-to-day management of the company?

B. Corporate Structure

This section is designed to establish the corporate structure and, critically, to confirm Vantorovich's control over all entities relevant to this litigation.

• Vantor Holdings Corp. is a New York corporation. Confirm that it functions as a holding company and does not itself provide transportation services.

• Vantor Transport Services LLC ("VTS") is a New York limited liability company. Confirm that VTS is a wholly owned operating subsidiary of Vantor Holdings Corp. and that Vantor Holdings Corp. is VTS's sole member. VTS is the entity that actually performs transportation and logistics services and is the entity that was a party to the Transportation Services Agreement with Stonefield.

• Confirm Vantorovich's titles and roles at both entities. He is the CEO of Vantor Holdings Corp. Is he also an officer or manager of VTS? What is his formal title at VTS?

• Identify the officers of each entity. For Vantor Holdings Corp.: CEO (Vantorovich), CFO (Gregory Fielding), COO (Sandra Milescu), and VP Business Development (Derek Pruitt). Do these same individuals hold the same or similar positions at VTS?

• Does Vantor Holdings Corp. have a board of directors? If so, what is the composition of the board? How often does the board meet? Does Vantorovich serve as chairman? Does the board exercise any oversight over the operations of VTS?

• Decision-making authority — this is a critical area. What decisions does Vantorovich make personally versus delegate to others? Specifically: Does he make decisions regarding the entry into or termination of major customer contracts? What is the dollar threshold, if any, above which he personally approves contracts? Who has authority to enter into or terminate contracts on behalf of VTS? Can Milescu or Pruitt bind VTS to a new customer contract without Vantorovich's approval? What about fleet deployment decisions — who has authority to decide how VTS's fleet of tractors and trailers is allocated among customer accounts?

C. Reporting Structure

• Does Sandra Milescu, the COO, report directly to Vantorovich? How frequently does she report to him — daily, weekly, monthly? Are these reports written or oral or both? Does she provide him with regular written memoranda or reports, or are updates primarily communicated through informal conversations and emails?

• Does Derek Pruitt, the VP of Business Development, report directly to Vantorovich? With what frequency? In what format?

• How often does Vantorovich receive operational updates regarding VTS's performance? Does he receive daily operational dashboards, weekly summary reports, monthly business reviews, or some other cadence? Are these updates in written form?

• Does Vantorovich receive regular performance reports on key customer accounts? If so, which accounts? What metrics are tracked? Who prepares these reports?

• Specifically and most importantly: Did Vantorovich receive reports on the Stonefield Logistics Group account? If so, how frequently? In what format? Who prepared them? What metrics were included? Did these reports include VTS's performance against the Service Level Obligations set forth in the TSA?

D. Revenue and Financial Overview

This section establishes the financial significance of the Stonefield contract to Vantor and begins to lay the groundwork for exploring alternative causes of Vantor's revenue decline.

• Vantor Holdings Corp. reported total revenue of approximately $385 million for fiscal year 2021 and approximately $310 million for fiscal year 2022. Confirm these figures. What was the revenue for FY 2020?

• How significant was the Stonefield/SLG contract to Vantor's overall revenue? The TSA provided for an Annual Committed Volume of $43.2 million per year. What percentage of Vantor's FY 2021 revenue did that represent? Approximately 11.2%. Does Vantorovich agree with that calculation?

• How many employees does Vantor/VTS employ? As of 2021, the number was approximately 1,900. How many of those employees were dedicated to the SLG account? In what roles — drivers, dispatchers, support staff?

• What is the size of VTS's fleet? As of 2021, VTS owned approximately 650 tractors and approximately 2,100 trailers. Under the TSA, VTS committed 400 tractors and 1,200 trailers to the Stonefield account. Does Vantorovich confirm these numbers? What proportion of VTS's total fleet did the SLG commitment represent? Approximately 62% of tractors and 57% of trailers.

III. TOPIC 2: THE TRANSPORTATION SERVICES AGREEMENT (TSA)

A. Negotiation and Execution

• Who at Vantor participated in the negotiation of the TSA? Was Vantorovich personally involved in the negotiations, or did he delegate that responsibility? If he participated, in what capacity — did he negotiate commercial terms, review drafts, attend negotiation sessions?

• Did Vantor retain outside counsel to review the TSA prior to execution? If so, identify the firm and the attorneys involved. What specific aspects of the TSA did outside counsel review? Did counsel provide any written opinions or memoranda regarding the TSA's terms?

• The TSA was drafted by Ashford Meridian LLP on behalf of Stonefield Logistics Group Inc. Was Vantorovich aware that the agreement was drafted by Stonefield's counsel? Did that concern him? Did Vantor's counsel (if retained) review the draft with particular attention to provisions that might favor the drafter?

• The TSA was executed on March 15, 2019, bearing Contract Reference No. SLG-VTS-2019-0315. Confirm the date of execution and the reference number.

• The parties to the TSA are Stonefield Logistics Group Inc., identified in the agreement as the "Shipper-Broker," and Vantor Transport Services LLC, identified as the "Carrier-Provider." Confirm these are the only two signatories.

• Critical point: Vantor Holdings Corp. is NOT a signatory to the TSA. VTS — the wholly owned subsidiary — is the contracting party. Explore Vantorovich's understanding of which entity is bound by the TSA. Does he understand that Vantor Holdings Corp. has no direct contractual rights or obligations under the TSA? Why was VTS the signatory rather than Vantor Holdings Corp.? Was this a deliberate structuring decision? Who made that decision? Did counsel advise on the choice of contracting entity?

B. Key Terms — Witness's Understanding

This section is designed to establish Vantorovich's personal familiarity with the key terms of the TSA. The goal is twofold: to confirm he understood the obligations VTS was undertaking, and to demonstrate that any breach of those obligations cannot be attributed to ignorance.

• Term. The TSA has an initial term of 5 years, running from April 1, 2019 through March 31, 2024. The agreement provides for automatic renewal for successive 2-year periods unless either party provides 180 days' written notice of non-renewal. Does Vantorovich confirm his understanding of the term?

• Annual Committed Volume (ACV). The TSA establishes an Annual Committed Volume of $43.2 million per year, with a total 5-year minimum commitment of $216 million. Does Vantorovich confirm these figures? Does he understand the ACV to be a commitment by Stonefield to tender a minimum level of freight volume to VTS?

• Service Level Obligations (SLOs). The TSA establishes five specific Service Level Obligations that VTS is required to meet:

(i) On-time pickup rate of 95% or greater;

(ii) On-time delivery rate of 93% or greater;

(iii) Cargo claims ratio of 0.5% or less;

(iv) Tender acceptance rate of 90% or greater; and

(v) Equipment availability of 85% or greater of the committed fleet.

• Was Vantorovich familiar with these specific thresholds at the time the TSA was executed? Is he familiar with them now? Did he understand the consequences of failing to meet the SLOs? What did he understand those consequences to be?

• Fleet Commitment. The TSA requires VTS to dedicate 400 tractors and 1,200 trailers to the Stonefield account. Did Vantorovich understand this to be a firm commitment — i.e., that VTS was obligated to maintain this level of equipment availability for the SLG account throughout the term of the agreement?

C. Termination for Cause Provisions

• Section 13.1 of the TSA provides that either party may terminate the agreement for material breach that remains uncured for 30 calendar days after the non-breaching party provides written notice specifying the breach with "reasonable particularity."

• Section 13.2 sets forth the Cure Notice requirements, including that the notice must describe the alleged breach with "reasonable particularity" and specify the actions the breaching party must take to cure.

• Did Vantorovich read and understand Sections 13.1 and 13.2 at the time the TSA was executed? Did anyone — whether inside counsel, outside counsel, or a business colleague — explain to him what would constitute a "material breach" under the agreement? What was his understanding?

• Did he understand that failure to meet the Service Level Obligations could constitute a material breach triggering the right to terminate under Section 13.1?

D. Liquidated Damages Clause (Section 14.2)

• Section 14.2 of the TSA provides a liquidated damages formula applicable in the event of termination by Stonefield other than "for Cause." The formula is: 75% of the Annual Committed Volume multiplied by the number of remaining full and partial contract years.

• Did Vantorovich understand this provision at the time of execution? Did he personally negotiate the liquidated damages formula, or was it negotiated by others on Vantor's behalf? If by others, by whom?

• Did Vantor's outside counsel review or negotiate this clause? What feedback, if any, did counsel provide regarding the enforceability or reasonableness of the liquidated damages provision?

• At the time the TSA was executed, did Vantorovich consider the liquidated damages amount to represent a "reasonable estimate" of the probable loss that would result from an early termination? On what basis?

• Critical distinction: Did Vantorovich understand the distinction between termination "for Cause" and termination for reasons other than Cause? Specifically, did he understand that the liquidated damages provision under Section 14.2 applies only when Stonefield terminates the agreement other than for Cause — and that if Stonefield terminates for Cause under Section 13.1, the liquidated damages provision does not apply?

E. Exclusivity Provisions (Schedule C)

• Schedule C to the TSA designates 14 "Primary Lanes" on which VTS serves as the exclusive carrier for Stonefield. The Schedule also identifies additional lanes classified as "Secondary Lanes," on which VTS is a preferred but non-exclusive carrier.

• Did Vantorovich understand the distinction between Primary Lanes and Secondary Lanes? Can he identify which lanes were designated as Primary Lanes?

• Was Vantorovich aware during the contract period of Stonefield using other carriers on any lanes? If so, which lanes? Was he aware that Stonefield used Cascade Freight Systems Inc. and Briarwood Trucking Co. on certain lanes? Does he know whether those lanes were Primary Lanes or Secondary Lanes?

F. Consequential Damages Waiver (Section 15.1)

• Section 15.1 of the TSA contains a mutual waiver of consequential, incidental, and special damages. Under this provision, neither party may recover consequential damages from the other arising out of or related to the TSA, regardless of whether such damages were foreseeable.

• Was Vantorovich aware of this provision at the time the TSA was executed? Did he understand its implications for damages recovery in the event of a breach by either party? Did counsel explain the scope of this waiver to him?

IV. TOPIC 3: PERFORMANCE UNDER THE TSA — CONTRACT YEARS 1–3

A. Contract Year 1 (April 2019 – March 2020)

• Walk through general performance during the first contract year. Were there any significant operational issues during CY1? Did VTS meet the Service Level Obligations? Were there any disputes between VTS and Stonefield regarding performance, volume, or any other aspect of the relationship?

• What was the volume tendered by Stonefield during CY1? Did it meet or exceed the Annual Committed Volume of $43.2 million?

• Was the relationship between VTS and Stonefield satisfactory during CY1? Was Vantorovich personally engaged in managing the relationship during this period?

B. Contract Year 2 (April 2020 – March 2021)

• Contract Year 2 coincided with the onset of the COVID-19 pandemic. How did COVID-19 impact freight demand generally? How did it impact VTS's operations specifically?

• Did Vantorovich know that Stonefield invoked the force majeure provision under Section 12.1 of the TSA for the period of April through September 2020? Was he consulted about Vantor's response to the force majeure invocation? Did Vantor dispute or challenge the force majeure invocation at the time?

• During CY2, Stonefield's actual tenders to VTS totaled $31.8 million, compared to the unadjusted ACV of $43.2 million. However, with the force majeure adjustment covering six months of the contract year, the adjusted ACV was $21.6 million. Stonefield therefore tendered $31.8 million against an adjusted minimum of $21.6 million, exceeding the adjusted minimum by $10.2 million. Does Vantorovich agree with this calculation?

• Does Vantorovich dispute the force majeure invocation? If so, on what basis? Did Vantor's counsel advise regarding the validity of the invocation?

• Was VTS's own performance affected by COVID-19 during CY2? In what ways? Were there driver shortages, equipment delays, or other operational impacts?

C. Contract Year 3 (April 2021 – January 2022, Partial)

• Contract Year 3 was only partially completed before the termination. The contract year ran from April 2021, and the termination occurred on March 4, 2022 — meaning approximately 10 months of CY3 had elapsed at the time of termination.

• During this period, Stonefield tendered $36.5 million in freight volume to VTS over approximately 10 months. Vantor alleges a volume shortfall of $6.7 million, calculated as the difference between the full-year ACV of $43.2 million and the $36.5 million tendered. However, this calculation fails to account for the fact that CY3 was only partially completed at the time of termination. On a pro-rata basis, the approximately 10-month ACV commitment would be approximately $36.0 million, meaning Stonefield's actual tenders of $36.5 million exceeded the pro-rata commitment.

• Did Vantorovich personally track volume tender levels on the Stonefield account? Did he receive reports showing actual volume versus committed volume?

• Did anyone at Vantor raise the alleged volume shortfall with Stonefield prior to the issuance of the Cure Notice in January 2022? If so, when? Through what channel — written correspondence, telephone, in-person meeting? With whom at Stonefield was the issue raised?

• Critical question: Did Vantor or VTS ever send a formal written notice of breach to Stonefield regarding volume shortfalls? The expected answer is no. If the witness confirms this, it is a significant admission — Vantor's failure to invoke the cure notice procedure under Section 13.1 with respect to alleged volume shortfalls undermines its claim that Stonefield was in material breach and supports the inference that Vantor did not, at the time, consider the alleged shortfalls to be material.

D. VTS Performance Deterioration — Q3 and Q4 2021

This section covers one of the highest-priority areas of the examination. The objective is to establish Vantorovich's knowledge of the dramatic decline in VTS's performance on the SLG account during the second half of 2021 and to lay the groundwork for the fleet redeployment topic that follows.

• When did Vantorovich first become aware of performance issues on the SLG account? Was it Q3 2021, Q4 2021, or some other time? How did he learn of the issues — through written reports, oral communications from Milescu or Pruitt, or some other channel?

• Was Vantorovich aware of the nationwide driver shortage that affected the trucking industry in 2021? How did the driver shortage affect VTS specifically? Did VTS experience difficulty recruiting and retaining drivers? What steps, if any, did VTS take to address the driver shortage?

• Q4 2021 actual VTS performance metrics on the Stonefield account are as follows:

(i) On-time pickup: 78.2% (SLO threshold: ≥95%)

(ii) On-time delivery: 81.6% (SLO threshold: ≥93%)

(iii) Tender acceptance: 71.4% (SLO threshold: ≥90%)

(iv) Equipment availability: 62% (approximately 248 tractors available vs. 400 committed) (SLO threshold: ≥85%)

(v) Cargo claims ratio: 1.07% (16 claims totaling $387,400 in November–December 2021) (SLO threshold: ≤0.5%)

• VTS failed to meet all five SLO thresholds during Q4 2021. Does Vantorovich acknowledge this? Did he receive reports showing these metrics? Specifically, did he receive or review the VTS Q4 2021 Performance Report (to be marked as Exhibit 13)?

• Did Vantorovich discuss these performance metrics with Milescu, Pruitt, Fielding, or anyone else at Vantor or VTS? When? What was discussed? What conclusions were reached?

• What steps, if any, did Vantorovich personally direct to address these performance failures? Did he instruct Milescu to develop a remediation plan? Did he instruct Pruitt to communicate with Stonefield about the performance issues? Did he take any other action?

V. TOPIC 4: FLEET REDEPLOYMENT — THE "SMOKING GUN" ISSUE

This is the single most critical topic in the deposition. Allocate up to 60 minutes. The objective is to establish that Vantorovich was aware of, approved, or at minimum received contemporaneous notice of VTS's decision to reassign 85 tractors from SLG dedicated lanes to the Northwind Distribution Co. account, and that no one at Vantor or VTS notified Stonefield of the reassignment.

A. Decision to Reassign Tractors

• Mark and introduce Exhibit 8: VHC-008417. This is an email dated November 12, 2021, from Sandra Milescu (COO) to Nikolai Vantorovich (CEO). The email states: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."

• Show the exhibit to the witness. Allow him time to read it.

• Did Vantorovich receive this email? His email address is in the "To" line. Was this email directed to anyone else, or was he the sole recipient?

• Did he read the email at or about the time he received it?

• What did he understand the phrase "pulled 85 tractors off the SLG dedicated lanes" to mean? Does he agree that this means VTS removed 85 tractors that had been dedicated to the Stonefield Logistics Group account and redeployed them elsewhere?

• What were the "[redacted] commitments" referenced in the email? Was this a reference to the Northwind Distribution Co. account? The supplemental production (VHC-029001 et seq.) — to be marked as Exhibit 15 — confirms that VTS redirected 85 tractors to Northwind Distribution Co. beginning in October 2021. Does Vantorovich confirm this?

• Did Vantorovich approve or authorize the reassignment of the 85 tractors? Did he direct Milescu to reassign the tractors, or did she act independently? If she acted independently, was that within the scope of her authority as COO? Would a decision to reassign 85 tractors — representing 21% of the 400-tractor commitment under the TSA — fall within the scope of decisions that Milescu could make without Vantorovich's approval?

• Press on prior testimony. In the prior partial deposition on August 18, 2023, Vantorovich testified that he was "not involved in day-to-day fleet decisions" and that he did not recall the specifics of the November 12, 2021 email. This testimony is difficult to credit. Press on the following points:

(a) He was the direct and apparently sole recipient of the email. It was addressed specifically to him.

(b) The email concerned the reassignment of 85 tractors — 21% of the fleet committed under VTS's single largest customer contract. This is not a "day-to-day" fleet decision; it is a material commercial decision affecting VTS's most significant contractual relationship.

(c) The email contained the statement "SLG won't notice until January" — a statement that should have been remarkable enough to draw attention, as it implies awareness that the reassignment would be concealed from the customer.

(d) As CEO and 58% owner, Vantorovich had every incentive to be aware of material decisions affecting the company's largest contracts.

• If Vantorovich continues to deny recollection, explore his email practices. Does he read all emails addressed to him? Does he have an executive assistant or other individual who manages his inbox? Does he have a practice of flagging or filing emails relating to major customer accounts? Was there any reason he would not have read an email from his COO regarding a major fleet redeployment?

• Did Vantorovich understand that reassigning 85 tractors from the SLG fleet would reduce VTS's available fleet for Stonefield from 400 tractors to approximately 315 tractors? Did he understand that 315 tractors is well below the 85% equipment availability threshold under the TSA, which required a minimum of 340 tractors (85% of 400)?

• Did anyone at Vantor or VTS notify Stonefield of this fleet reassignment? The expected answer is no. Sandra Milescu testified at her August 4, 2023 deposition that she could not explain why Stonefield was not notified. Does Vantorovich have an explanation?

• "SLG won't notice until January." What did Milescu mean by this statement? Did Vantorovich understand this as an acknowledgment that the reassignment was being concealed from Stonefield? Did he understand this to mean that VTS was deliberately avoiding disclosure to Stonefield in the hope that the impact would not be felt until after the holiday shipping season? Did he take any action in response to this statement — for example, did he instruct Milescu to notify Stonefield?

B. Commercial Motivation

• Why was the Northwind Distribution Co. account prioritized over the Stonefield account? Who made the decision to give Northwind priority access to VTS's limited fleet?

• Was the Northwind account more profitable than the Stonefield account on a per-mile or per-load basis? What were the comparative rates?

• What was the total revenue associated with the Northwind account? What were the contractual commitments?

• Was there a written contract between VTS and Northwind? When was it executed? What were the fleet commitments under the Northwind contract? Were those commitments in conflict with VTS's fleet commitments under the Stonefield TSA?

• Did Vantorovich make or approve the commercial decision to prioritize the Northwind account over the Stonefield account? If not, who did? And if Vantorovich claims the decision was Milescu's alone, how does he reconcile that with his role as CEO and ultimate decision-maker?

C. Impact on SLG Performance

• Does Vantorovich agree that pulling 85 tractors from the SLG dedicated fleet necessarily reduced VTS's ability to meet the Service Level Obligations on the Stonefield account?

• Does he acknowledge that the equipment availability rate of 62% in Q4 2021 — approximately 248 tractors out of the committed 400 — was a direct consequence of the reassignment of 85 tractors to the Northwind account? The arithmetic is straightforward: 400 committed tractors minus 85 reassigned tractors equals 315 remaining tractors. Even if all 315 remaining tractors were available (which they were not, given driver shortages and maintenance), VTS would still have been at 78.75% availability — below the 85% SLO threshold. The actual availability of 62% suggests additional tractors were unavailable beyond the 85 reassigned.

• Does Vantorovich acknowledge that reduced fleet availability would also necessarily impact on-time pickup rates, on-time delivery rates, and tender acceptance rates? Fewer available tractors means fewer loads can be accepted and dispatched on time.

VI. TOPIC 5: THE CURE NOTICE AND TERMINATION

A. Receipt of Cure Notice

• Stonefield issued a Cure Notice dated January 18, 2022. The Cure Notice was sent by Raymond Hess, Director of Contract Compliance at Stonefield, to Sandra Milescu, COO of VTS. The Cure Notice identified VTS's failure to meet the Service Level Obligations and demanded that VTS cure the identified breaches within 30 calendar days — i.e., by February 17, 2022.

• Mark and introduce Exhibit 10: the Cure Notice.

• Did Vantorovich see the Cure Notice? When did he first see it? Was it on or about the date it was issued (January 18, 2022), or at some later time?

• Did Milescu forward the Cure Notice to Vantorovich? Did she discuss it with him? If so, when and what was discussed?

• Did Vantorovich understand that the Cure Notice triggered a 30-day cure period that would expire on February 17, 2022? Did he understand that if VTS failed to cure the identified breaches within that period, Stonefield would have the contractual right to terminate the TSA for Cause under Section 13.1?

• Did Vantorovich understand the consequences of a termination for Cause — specifically, that a termination for Cause would preclude Vantor from recovering liquidated damages under Section 14.2?

B. Vantor's Response

• Mark and introduce Exhibit 11: the February 14, 2022 letter from Derek Pruitt (VP, Business Development, VTS) to Janet Kirkwood (VP, Carrier Relations, Stonefield). This letter was VTS's response to the Cure Notice, sent three days before the expiration of the cure period.

• Did Vantorovich review or approve this response letter before it was sent? Did he see a draft? Did he discuss its contents with Pruitt, Milescu, or anyone else?

• The response letter acknowledged "operational challenges" but attributed VTS's underperformance to three external factors:

(i) The nationwide driver shortage;

(ii) Stonefield's alleged failure to tender minimum committed volumes; and

(iii) Stonefield's alleged diversion of freight volume to spot market carriers.

• Did Vantorovich personally believe that these three factors were the causes of VTS's underperformance? Did he believe at the time that VTS bore no responsibility for the SLO failures?

• Notably, the response letter does not mention the reassignment of 85 tractors to the Northwind account. Why not? Was Vantorovich aware that this omission might be misleading?

• Did Vantorovich believe that VTS had "substantially cured" the identified deficiencies by February 14, 2022? On what basis?

• Probe specific cure efforts. What specific steps did VTS take during the cure period (January 18 through February 17, 2022) to remedy the identified breaches?

(a) Did VTS bring any tractors back from the Northwind account during the cure period? If so, how many? When?

(b) Did VTS hire additional drivers during the cure period? How many? Were they deployed to the SLG account?

(d) Can Vantorovich point to any specific performance metric that improved to SLO-compliant levels during or immediately after the cure period?

C. Termination

• Mark and introduce Exhibit 12: the termination letter dated March 4, 2022, from Tobias Wren, General Counsel of Stonefield Logistics Group Inc., to Vantor Holdings Corp. and Vantor Transport Services LLC.

• When did Vantorovich first learn of the termination? How did he learn of it — did he receive the letter directly, or was it communicated to him by someone else at Vantor?

• What was his reaction to the termination? Was he surprised? Did he believe it was unjustified?

• After receiving the termination letter, did Vantorovich attempt to contact anyone at Stonefield to discuss the termination? If so, whom did he contact? When? What was discussed?

• Did Vantorovich believe the termination was wrongful at the time he received it? On what basis? Did he believe Stonefield lacked Cause to terminate? Did he believe VTS had cured the breaches identified in the Cure Notice?

VII. TOPIC 6: VANTOR'S COUNTER-ALLEGATIONS AGAINST STONEFIELD

A. Volume Shortfall Allegations

Vantor alleges in its Amended Complaint that Stonefield failed to tender the Annual Committed Volume in Contract Years 2 and 3, constituting a material breach of the TSA.

• As discussed above, CY2 actual tenders were $31.8 million against an unadjusted ACV of $43.2 million. However, Stonefield invoked force majeure under Section 12.1 for April through September 2020 — a six-month period. With the force majeure adjustment, the adjusted ACV for CY2 was $21.6 million. Stonefield tendered $31.8 million — exceeding the adjusted minimum by $10.2 million. Does Vantorovich dispute this analysis?

• As to CY3, Stonefield tendered $36.5 million over approximately 10 months before the contract was terminated. On a pro-rata basis, the CY3 ACV commitment for 10 months would be approximately $36.0 million. Does Vantorovich acknowledge that Stonefield's CY3 tenders exceeded the pro-rata commitment?

• Critical question: Did Vantor or VTS ever send Stonefield a written cure notice regarding the alleged volume shortfalls pursuant to Section 13.1 of the TSA? The expected answer is no. If confirmed, follow up: Did Vantorovich ever instruct anyone at Vantor or VTS to send such a notice?

• If Vantorovich believed that Stonefield was in material breach of the TSA for failure to tender minimum committed volumes, why didn't Vantor exercise its own right to terminate the TSA for Cause under Section 13.1? Why did Vantor continue to perform under the TSA without invoking the cure notice procedure?

B. Diversion to Competing Carriers

Vantor alleges that Stonefield diverted freight to Cascade Freight Systems Inc. and Briarwood Trucking Co. in violation of the exclusivity provisions of Schedule C.

• Does Vantorovich know which specific lanes Cascade Freight Systems and Briarwood Trucking operated on? Can he identify them?

• Does he know whether Lanes 8 through 14 are classified as "Primary Lanes" or "Secondary Lanes" under Schedule C of the TSA? The answer, per Schedule C, Section 2(b), is that Lanes 8 through 14 are classified as Secondary Lanes. Exclusivity under Schedule C applies only to Primary Lanes. If Vantorovich does not know this, the foundation for Vantor's exclusivity violation claim is seriously undermined.

• How did Vantor learn that Stonefield was using Cascade and Briarwood on these lanes? When did Vantor learn this? Did Vantor object at the time?

C. Pretextual Termination / Rate Adjustment Motive

Vantor alleges that Stonefield's real motivation for terminating the TSA was to avoid the scheduled April 2022 rate adjustment under Schedule B. The rate adjustment would have increased VTS's per-mile rate by 14.3%, from $2.87 per mile to $3.28 per mile, representing an approximately $6.2 million annual cost increase for Stonefield.

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166
Matter No.: 1012-00005
Date: August 14, 2023
To: File
From: Patrick Gallagher, Lead Associate, Litigation (General)
Re: Deposition Outline — Nikolai Vantorovich, CEO and Founder, Vantor Holdings Corp.
Case: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
Deposition Date: August 18, 2023
Location: Offices of Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, NY 10006
Court Reporter: To Be Determined
Attending for Defendant: Patrick Gallagher (examining); Simone Laroche (second chair / documents)
Attending for Plaintiff: Harrison Caldwell and/or Jason Whitford (defending)
Estimated Duration: 7 hours (per FRCP 30(d)(1))
Cross-reference: Deposition Preparation Memorandum — Nikolai Vantorovich (Doc. 81, Aug. 10, 2023, Simone Laroche)
I. PRELIMINARY MATTERS AND EXAMINATION STRATEGY NOTES
A. Strategic Objectives
The deposition of Nikolai Vantorovich is among the most critical depositions remaining in this case. Vantorovich is the chief executive officer and founder of Vantor Holdings Corp., the plaintiff in this action, and as such he is the individual most responsible for the business decisions at the heart of the dispute. The following strategic objectives should guide the examination throughout:
1.  Establish Vantorovich as the ultimate decision-maker. Despite anticipated testimony that he delegated "day-to-day" operational decisions to Sandra Milescu (COO) and Derek Pruitt (VP, Business Development), we must establish that Vantorovich exercised ultimate authority over all material business decisions at both Vantor Holdings Corp. and its wholly owned subsidiary, Vantor Transport Services LLC ("VTS"). This is critical because Vantor's narrative depends in part on creating distance between Vantorovich and the fleet redeployment decision. Vantorovich holds an approximately 58% personal ownership stake in Vantor Holdings Corp. and controls the entity. He should be pinned down on his authority over contract decisions, fleet deployment, and customer prioritization.
2.  Pin down knowledge of and involvement in the decision to reassign 85 tractors from SLG dedicated lanes to the Northwind Distribution Co. account in October 2021. This is the central "smoking gun" issue. Document VHC-008417 — the November 12, 2021 email from Sandra Milescu to Nikolai Vantorovich — is the single most damaging document in this case. Milescu wrote: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January." The supplemental production confirms that VTS redirected these 85 tractors to the Northwind Distribution Co. account. Vantorovich was the direct recipient of this email. His prior partial deposition testimony that he was "not involved in day-to-day fleet decisions" and did not recall the specifics of this email strains credulity. This line of examination must be pursued aggressively but methodically.
3.  Establish that Vantor made no meaningful mitigation efforts after the termination on March 4, 2022. This objective directly undermines Vantor's damages claims. The freight market conditions in Q1 and Q2 of 2022 were robust, with spot rates elevated approximately 35% above historical averages and strong demand for carrier capacity. Despite these favorable conditions, Derek Pruitt testified at his July 10, 2023 deposition that he could not identify specific mitigation steps taken after termination. We need Vantorovich's testimony to confirm this failure.
4.  Explore the Vantor–CRS fee dispute as context for credibility and litigation posture. Caldwell Royce & Shapiro LLP, Vantor's counsel, has approximately $870,000 in unpaid invoices and has filed a motion to withdraw. This financial pressure on the litigation is relevant both to Vantor's ability to prosecute and to its overall financial condition, which in turn affects the damages analysis.
5.  Lock in testimony regarding Vantor's awareness that VTS performance metrics fell below all five Service Level Obligations in Q4 2021. Vantor's own internal performance reports show that VTS failed to meet every single SLO threshold in Q4 2021: on-time pickup at 78.2% (vs. 95% SLO), on-time delivery at 81.6% (vs. 93% SLO), tender acceptance at 71.4% (vs. 90% SLO), equipment availability at 62% (vs. 85% SLO), and cargo claims ratio at 1.07% (vs. ≤0.5% SLO). Vantorovich must either admit knowledge of these failures — which undercuts Vantor's theory that termination was pretextual — or deny knowledge, which undercuts his credibility as the CEO who claims to have been engaged in the Stonefield relationship.
6.  Explore Vantorovich's understanding of the TSA's termination-for-cause provisions (Section 13.1) and liquidated damages clause (Section 14.2). Vantorovich's understanding of these provisions at the time of execution and at the time of termination is critical to our enforceability arguments and our defense that termination was for Cause.
7.  Establish financial distress at Vantor that may undermine damages claims and suggest alternative causes for Vantor's revenue decline. Vantor's revenue dropped from approximately $385 million in FY 2021 to approximately $310 million in FY 2022 — a decline of approximately $75 million. Even at maximum, only approximately $43 million of that decline is attributable to the loss of the SLG contract. The remaining $32 million decline suggests other, independent causes of revenue loss that Vantor cannot attribute to Stonefield.
8.  Obtain admissions regarding VTS's failure to notify Stonefield of the fleet redeployment. No one at Vantor or VTS notified Stonefield that 85 tractors — 21% of the committed 400-tractor fleet — were being reassigned. This failure to notify is relevant to both breach and good faith.
B. General Examination Notes
The following notes should be kept in mind throughout the examination:
•  Witness Profile. Nikolai Vantorovich is the CEO and Founder of Vantor Holdings Corp. He holds an approximately 58% personal ownership stake in the company and controls the entity. He is expected to be articulate, defensive about his business decisions, and inclined to characterize himself as a visionary leader rather than an operational manager. He will likely attempt to deflect detailed operational questions to Sandra Milescu (COO) and Derek Pruitt (VP, Business Development). When he does so, push back firmly to establish his ultimate authority over material decisions. He is the direct recipient of the critical November 12, 2021 email and cannot credibly disclaim all knowledge of fleet operations.
•  Prior Partial Deposition. Vantorovich's prior partial deposition was scheduled for August 18, 2023 — which is the same date as this deposition. If the deposition was previously commenced and cut short at approximately 4.5 hours when the witness claimed illness, be prepared for a potential repeat of that tactic. If the witness claims illness, request a brief recess and assess the situation. If necessary, note the claim on the record and reserve the right to continue the deposition consistent with Judge Calloway's September 22, 2023 order requiring completion by October 20, 2023.
•  Key Documents. All key documents should be pre-marked as exhibits prior to the commencement of the deposition. The complete exhibit list appears in Section XI below. Simone Laroche (second chair) will manage document handling. Ensure that copies of all pre-marked exhibits are provided to the court reporter and to defending counsel at the beginning of the deposition.
•  Tone. Maintain a professional but firm tone throughout. Do not be combative, but do not allow the witness to evade. Vantorovich is a founder-CEO and can be expected to become defensive when his business judgment is questioned. Use his pride in his role and authority against his attempts to disclaim knowledge of operational decisions.
•  Critical Reminder. Do NOT ask questions that invite the witness to narrate Vantor's legal theories at length. Keep questions tight, factual, and closed-ended wherever possible. If the witness begins speechifying or offering legal conclusions, redirect firmly. Open-ended questions should be used sparingly and only where the witness's narrative is likely to be damaging to the plaintiff's case.
II. TOPIC 1: BACKGROUND AND ROLE AT VANTOR
A. Personal Background
Begin the examination with foundational background questions. These are designed to put the witness at ease before moving to substantive topics, but they also serve the strategic purpose of establishing Vantorovich's deep personal connection to and control over Vantor Holdings Corp. and its operations.
•  State his full name for the record. Confirm his business address: 580 Eighth Avenue, 14th Floor, New York, New York 10018.
•  Walk through his educational background and career history. Where did he attend college? Did he obtain any advanced degrees? What positions did he hold before founding Vantor Holdings Corp.? How long has he been in the transportation and logistics industry?
•  When did he found Vantor Holdings Corp.? What was the nature of the founding — did he start the company from scratch, acquire an existing business, or take some other approach? What was the initial scope of the business, and how has it grown over time?
•  Confirm his current ownership stake. He holds approximately 58% of the equity in Vantor Holdings Corp. personally. Confirm that the Fielding Family Trust — associated with CFO Gregory Fielding — holds approximately 12%. Confirm that the remaining approximately 30% is held by various minority investors. Who are the minority investors? Are any of them involved in the day-to-day management of the company?
B. Corporate Structure
This section is designed to establish the corporate structure and, critically, to confirm Vantorovich's control over all entities relevant to this litigation.
•  Vantor Holdings Corp. is a New York corporation. Confirm that it functions as a holding company and does not itself provide transportation services.
•  Vantor Transport Services LLC ("VTS") is a New York limited liability company. Confirm that VTS is a wholly owned operating subsidiary of Vantor Holdings Corp. and that Vantor Holdings Corp. is VTS's sole member. VTS is the entity that actually performs transportation and logistics services and is the entity that was a party to the Transportation Services Agreement with Stonefield.
•  Confirm Vantorovich's titles and roles at both entities. He is the CEO of Vantor Holdings Corp. Is he also an officer or manager of VTS? What is his formal title at VTS?
•  Identify the officers of each entity. For Vantor Holdings Corp.: CEO (Vantorovich), CFO (Gregory Fielding), COO (Sandra Milescu), and VP Business Development (Derek Pruitt). Do these same individuals hold the same or similar positions at VTS?
•  Does Vantor Holdings Corp. have a board of directors? If so, what is the composition of the board? How often does the board meet? Does Vantorovich serve as chairman? Does the board exercise any oversight over the operations of VTS?
•  Decision-making authority — this is a critical area. What decisions does Vantorovich make personally versus delegate to others? Specifically: Does he make decisions regarding the entry into or termination of major customer contracts? What is the dollar threshold, if any, above which he personally approves contracts? Who has authority to enter into or terminate contracts on behalf of VTS? Can Milescu or Pruitt bind VTS to a new customer contract without Vantorovich's approval? What about fleet deployment decisions — who has authority to decide how VTS's fleet of tractors and trailers is allocated among customer accounts?
C. Reporting Structure
•  Does Sandra Milescu, the COO, report directly to Vantorovich? How frequently does she report to him — daily, weekly, monthly? Are these reports written or oral or both? Does she provide him with regular written memoranda or reports, or are updates primarily communicated through informal conversations and emails?
•  Does Derek Pruitt, the VP of Business Development, report directly to Vantorovich? With what frequency? In what format?
•  How often does Vantorovich receive operational updates regarding VTS's performance? Does he receive daily operational dashboards, weekly summary reports, monthly business reviews, or some other cadence? Are these updates in written form?
•  Does Vantorovich receive regular performance reports on key customer accounts? If so, which accounts? What metrics are tracked? Who prepares these reports?
•  Specifically and most importantly: Did Vantorovich receive reports on the Stonefield Logistics Group account? If so, how frequently? In what format? Who prepared them? What metrics were included? Did these reports include VTS's performance against the Service Level Obligations set forth in the TSA?
D. Revenue and Financial Overview
This section establishes the financial significance of the Stonefield contract to Vantor and begins to lay the groundwork for exploring alternative causes of Vantor's revenue decline.
•  Vantor Holdings Corp. reported total revenue of approximately $385 million for fiscal year 2021 and approximately $310 million for fiscal year 2022. Confirm these figures. What was the revenue for FY 2020?
•  How significant was the Stonefield/SLG contract to Vantor's overall revenue? The TSA provided for an Annual Committed Volume of $43.2 million per year. What percentage of Vantor's FY 2021 revenue did that represent? Approximately 11.2%. Does Vantorovich agree with that calculation?
•  How many employees does Vantor/VTS employ? As of 2021, the number was approximately 1,900. How many of those employees were dedicated to the SLG account? In what roles — drivers, dispatchers, support staff?
•  What is the size of VTS's fleet? As of 2021, VTS owned approximately 650 tractors and approximately 2,100 trailers. Under the TSA, VTS committed 400 tractors and 1,200 trailers to the Stonefield account. Does Vantorovich confirm these numbers? What proportion of VTS's total fleet did the SLG commitment represent? Approximately 62% of tractors and 57% of trailers.
III. TOPIC 2: THE TRANSPORTATION SERVICES AGREEMENT (TSA)
A. Negotiation and Execution
•  Who at Vantor participated in the negotiation of the TSA? Was Vantorovich personally involved in the negotiations, or did he delegate that responsibility? If he participated, in what capacity — did he negotiate commercial terms, review drafts, attend negotiation sessions?
•  Did Vantor retain outside counsel to review the TSA prior to execution? If so, identify the firm and the attorneys involved. What specific aspects of the TSA did outside counsel review? Did counsel provide any written opinions or memoranda regarding the TSA's terms?
•  The TSA was drafted by Ashford Meridian LLP on behalf of Stonefield Logistics Group Inc. Was Vantorovich aware that the agreement was drafted by Stonefield's counsel? Did that concern him? Did Vantor's counsel (if retained) review the draft with particular attention to provisions that might favor the drafter?
•  The TSA was executed on March 15, 2019, bearing Contract Reference No. SLG-VTS-2019-0315. Confirm the date of execution and the reference number.
•  The parties to the TSA are Stonefield Logistics Group Inc., identified in the agreement as the "Shipper-Broker," and Vantor Transport Services LLC, identified as the "Carrier-Provider." Confirm these are the only two signatories.
•  Critical point: Vantor Holdings Corp. is NOT a signatory to the TSA. VTS — the wholly owned subsidiary — is the contracting party. Explore Vantorovich's understanding of which entity is bound by the TSA. Does he understand that Vantor Holdings Corp. has no direct contractual rights or obligations under the TSA? Why was VTS the signatory rather than Vantor Holdings Corp.? Was this a deliberate structuring decision? Who made that decision? Did counsel advise on the choice of contracting entity?
B. Key Terms — Witness's Understanding
This section is designed to establish Vantorovich's personal familiarity with the key terms of the TSA. The goal is twofold: to confirm he understood the obligations VTS was undertaking, and to demonstrate that any breach of those obligations cannot be attributed to ignorance.
•  Term. The TSA has an initial term of 5 years, running from April 1, 2019 through March 31, 2024. The agreement provides for automatic renewal for successive 2-year periods unless either party provides 180 days' written notice of non-renewal. Does Vantorovich confirm his understanding of the term?
•  Annual Committed Volume (ACV). The TSA establishes an Annual Committed Volume of $43.2 million per year, with a total 5-year minimum commitment of $216 million. Does Vantorovich confirm these figures? Does he understand the ACV to be a commitment by Stonefield to tender a minimum level of freight volume to VTS?
•  Service Level Obligations (SLOs). The TSA establishes five specific Service Level Obligations that VTS is required to meet:
(i) On-time pickup rate of 95% or greater;
(ii) On-time delivery rate of 93% or greater;
(iii) Cargo claims ratio of 0.5% or less;
(iv) Tender acceptance rate of 90% or greater; and
(v) Equipment availability of 85% or greater of the committed fleet.
•  Was Vantorovich familiar with these specific thresholds at the time the TSA was executed? Is he familiar with them now? Did he understand the consequences of failing to meet the SLOs? What did he understand those consequences to be?
•  Fleet Commitment. The TSA requires VTS to dedicate 400 tractors and 1,200 trailers to the Stonefield account. Did Vantorovich understand this to be a firm commitment — i.e., that VTS was obligated to maintain this level of equipment availability for the SLG account throughout the term of the agreement?
C. Termination for Cause Provisions
•  Section 13.1 of the TSA provides that either party may terminate the agreement for material breach that remains uncured for 30 calendar days after the non-breaching party provides written notice specifying the breach with "reasonable particularity."
•  Section 13.2 sets forth the Cure Notice requirements, including that the notice must describe the alleged breach with "reasonable particularity" and specify the actions the breaching party must take to cure.
•  Did Vantorovich read and understand Sections 13.1 and 13.2 at the time the TSA was executed? Did anyone — whether inside counsel, outside counsel, or a business colleague — explain to him what would constitute a "material breach" under the agreement? What was his understanding?
•  Did he understand that failure to meet the Service Level Obligations could constitute a material breach triggering the right to terminate under Section 13.1?
D. Liquidated Damages Clause (Section 14.2)
•  Section 14.2 of the TSA provides a liquidated damages formula applicable in the event of termination by Stonefield other than "for Cause." The formula is: 75% of the Annual Committed Volume multiplied by the number of remaining full and partial contract years.
•  Did Vantorovich understand this provision at the time of execution? Did he personally negotiate the liquidated damages formula, or was it negotiated by others on Vantor's behalf? If by others, by whom?
•  Did Vantor's outside counsel review or negotiate this clause? What feedback, if any, did counsel provide regarding the enforceability or reasonableness of the liquidated damages provision?
•  At the time the TSA was executed, did Vantorovich consider the liquidated damages amount to represent a "reasonable estimate" of the probable loss that would result from an early termination? On what basis?
•  Critical distinction: Did Vantorovich understand the distinction between termination "for Cause" and termination for reasons other than Cause? Specifically, did he understand that the liquidated damages provision under Section 14.2 applies only when Stonefield terminates the agreement other than for Cause — and that if Stonefield terminates for Cause under Section 13.1, the liquidated damages provision does not apply?
E. Exclusivity Provisions (Schedule C)
•  Schedule C to the TSA designates 14 "Primary Lanes" on which VTS serves as the exclusive carrier for Stonefield. The Schedule also identifies additional lanes classified as "Secondary Lanes," on which VTS is a preferred but non-exclusive carrier.
•  Did Vantorovich understand the distinction between Primary Lanes and Secondary Lanes? Can he identify which lanes were designated as Primary Lanes?
•  Was Vantorovich aware during the contract period of Stonefield using other carriers on any lanes? If so, which lanes? Was he aware that Stonefield used Cascade Freight Systems Inc. and Briarwood Trucking Co. on certain lanes? Does he know whether those lanes were Primary Lanes or Secondary Lanes?
F. Consequential Damages Waiver (Section 15.1)
•  Section 15.1 of the TSA contains a mutual waiver of consequential, incidental, and special damages. Under this provision, neither party may recover consequential damages from the other arising out of or related to the TSA, regardless of whether such damages were foreseeable.
•  Was Vantorovich aware of this provision at the time the TSA was executed? Did he understand its implications for damages recovery in the event of a breach by either party? Did counsel explain the scope of this waiver to him?
IV. TOPIC 3: PERFORMANCE UNDER THE TSA — CONTRACT YEARS 1–3
A. Contract Year 1 (April 2019 – March 2020)
•  Walk through general performance during the first contract year. Were there any significant operational issues during CY1? Did VTS meet the Service Level Obligations? Were there any disputes between VTS and Stonefield regarding performance, volume, or any other aspect of the relationship?
•  What was the volume tendered by Stonefield during CY1? Did it meet or exceed the Annual Committed Volume of $43.2 million?
•  Was the relationship between VTS and Stonefield satisfactory during CY1? Was Vantorovich personally engaged in managing the relationship during this period?
B. Contract Year 2 (April 2020 – March 2021)
•  Contract Year 2 coincided with the onset of the COVID-19 pandemic. How did COVID-19 impact freight demand generally? How did it impact VTS's operations specifically?
•  Did Vantorovich know that Stonefield invoked the force majeure provision under Section 12.1 of the TSA for the period of April through September 2020? Was he consulted about Vantor's response to the force majeure invocation? Did Vantor dispute or challenge the force majeure invocation at the time?
•  During CY2, Stonefield's actual tenders to VTS totaled $31.8 million, compared to the unadjusted ACV of $43.2 million. However, with the force majeure adjustment covering six months of the contract year, the adjusted ACV was $21.6 million. Stonefield therefore tendered $31.8 million against an adjusted minimum of $21.6 million, exceeding the adjusted minimum by $10.2 million. Does Vantorovich agree with this calculation?
•  Does Vantorovich dispute the force majeure invocation? If so, on what basis? Did Vantor's counsel advise regarding the validity of the invocation?
•  Was VTS's own performance affected by COVID-19 during CY2? In what ways? Were there driver shortages, equipment delays, or other operational impacts?
C. Contract Year 3 (April 2021 – January 2022, Partial)
•  Contract Year 3 was only partially completed before the termination. The contract year ran from April 2021, and the termination occurred on March 4, 2022 — meaning approximately 10 months of CY3 had elapsed at the time of termination.
•  During this period, Stonefield tendered $36.5 million in freight volume to VTS over approximately 10 months. Vantor alleges a volume shortfall of $6.7 million, calculated as the difference between the full-year ACV of $43.2 million and the $36.5 million tendered. However, this calculation fails to account for the fact that CY3 was only partially completed at the time of termination. On a pro-rata basis, the approximately 10-month ACV commitment would be approximately $36.0 million, meaning Stonefield's actual tenders of $36.5 million exceeded the pro-rata commitment.
•  Did Vantorovich personally track volume tender levels on the Stonefield account? Did he receive reports showing actual volume versus committed volume?
•  Did anyone at Vantor raise the alleged volume shortfall with Stonefield prior to the issuance of the Cure Notice in January 2022? If so, when? Through what channel — written correspondence, telephone, in-person meeting? With whom at Stonefield was the issue raised?
•  Critical question: Did Vantor or VTS ever send a formal written notice of breach to Stonefield regarding volume shortfalls? The expected answer is no. If the witness confirms this, it is a significant admission — Vantor's failure to invoke the cure notice procedure under Section 13.1 with respect to alleged volume shortfalls undermines its claim that Stonefield was in material breach and supports the inference that Vantor did not, at the time, consider the alleged shortfalls to be material.
D. VTS Performance Deterioration — Q3 and Q4 2021
This section covers one of the highest-priority areas of the examination. The objective is to establish Vantorovich's knowledge of the dramatic decline in VTS's performance on the SLG account during the second half of 2021 and to lay the groundwork for the fleet redeployment topic that follows.
•  When did Vantorovich first become aware of performance issues on the SLG account? Was it Q3 2021, Q4 2021, or some other time? How did he learn of the issues — through written reports, oral communications from Milescu or Pruitt, or some other channel?
•  Was Vantorovich aware of the nationwide driver shortage that affected the trucking industry in 2021? How did the driver shortage affect VTS specifically? Did VTS experience difficulty recruiting and retaining drivers? What steps, if any, did VTS take to address the driver shortage?
•  Q4 2021 actual VTS performance metrics on the Stonefield account are as follows:
(i) On-time pickup: 78.2% (SLO threshold: ≥95%)
(ii) On-time delivery: 81.6% (SLO threshold: ≥93%)
(iii) Tender acceptance: 71.4% (SLO threshold: ≥90%)
(iv) Equipment availability: 62% (approximately 248 tractors available vs. 400 committed) (SLO threshold: ≥85%)
(v) Cargo claims ratio: 1.07% (16 claims totaling $387,400 in November–December 2021) (SLO threshold: ≤0.5%)
•  VTS failed to meet all five SLO thresholds during Q4 2021. Does Vantorovich acknowledge this? Did he receive reports showing these metrics? Specifically, did he receive or review the VTS Q4 2021 Performance Report (to be marked as Exhibit 13)?
•  Did Vantorovich discuss these performance metrics with Milescu, Pruitt, Fielding, or anyone else at Vantor or VTS? When? What was discussed? What conclusions were reached?
•  What steps, if any, did Vantorovich personally direct to address these performance failures? Did he instruct Milescu to develop a remediation plan? Did he instruct Pruitt to communicate with Stonefield about the performance issues? Did he take any other action?
V. TOPIC 4: FLEET REDEPLOYMENT — THE "SMOKING GUN" ISSUE
This is the single most critical topic in the deposition. Allocate up to 60 minutes. The objective is to establish that Vantorovich was aware of, approved, or at minimum received contemporaneous notice of VTS's decision to reassign 85 tractors from SLG dedicated lanes to the Northwind Distribution Co. account, and that no one at Vantor or VTS notified Stonefield of the reassignment.
A. Decision to Reassign Tractors
•  Mark and introduce Exhibit 8: VHC-008417. This is an email dated November 12, 2021, from Sandra Milescu (COO) to Nikolai Vantorovich (CEO). The email states: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."
•  Show the exhibit to the witness. Allow him time to read it.
•  Did Vantorovich receive this email? His email address is in the "To" line. Was this email directed to anyone else, or was he the sole recipient?
•  Did he read the email at or about the time he received it?
•  What did he understand the phrase "pulled 85 tractors off the SLG dedicated lanes" to mean? Does he agree that this means VTS removed 85 tractors that had been dedicated to the Stonefield Logistics Group account and redeployed them elsewhere?
•  What were the "[redacted] commitments" referenced in the email? Was this a reference to the Northwind Distribution Co. account? The supplemental production (VHC-029001 et seq.) — to be marked as Exhibit 15 — confirms that VTS redirected 85 tractors to Northwind Distribution Co. beginning in October 2021. Does Vantorovich confirm this?
•  Did Vantorovich approve or authorize the reassignment of the 85 tractors? Did he direct Milescu to reassign the tractors, or did she act independently? If she acted independently, was that within the scope of her authority as COO? Would a decision to reassign 85 tractors — representing 21% of the 400-tractor commitment under the TSA — fall within the scope of decisions that Milescu could make without Vantorovich's approval?
•  Press on prior testimony. In the prior partial deposition on August 18, 2023, Vantorovich testified that he was "not involved in day-to-day fleet decisions" and that he did not recall the specifics of the November 12, 2021 email. This testimony is difficult to credit. Press on the following points:
(a) He was the direct and apparently sole recipient of the email. It was addressed specifically to him.
(b) The email concerned the reassignment of 85 tractors — 21% of the fleet committed under VTS's single largest customer contract. This is not a "day-to-day" fleet decision; it is a material commercial decision affecting VTS's most significant contractual relationship.
(c) The email contained the statement "SLG won't notice until January" — a statement that should have been remarkable enough to draw attention, as it implies awareness that the reassignment would be concealed from the customer.
(d) As CEO and 58% owner, Vantorovich had every incentive to be aware of material decisions affecting the company's largest contracts.
•  If Vantorovich continues to deny recollection, explore his email practices. Does he read all emails addressed to him? Does he have an executive assistant or other individual who manages his inbox? Does he have a practice of flagging or filing emails relating to major customer accounts? Was there any reason he would not have read an email from his COO regarding a major fleet redeployment?
•  Did Vantorovich understand that reassigning 85 tractors from the SLG fleet would reduce VTS's available fleet for Stonefield from 400 tractors to approximately 315 tractors? Did he understand that 315 tractors is well below the 85% equipment availability threshold under the TSA, which required a minimum of 340 tractors (85% of 400)?
•  Did anyone at Vantor or VTS notify Stonefield of this fleet reassignment? The expected answer is no. Sandra Milescu testified at her August 4, 2023 deposition that she could not explain why Stonefield was not notified. Does Vantorovich have an explanation?
•  "SLG won't notice until January." What did Milescu mean by this statement? Did Vantorovich understand this as an acknowledgment that the reassignment was being concealed from Stonefield? Did he understand this to mean that VTS was deliberately avoiding disclosure to Stonefield in the hope that the impact would not be felt until after the holiday shipping season? Did he take any action in response to this statement — for example, did he instruct Milescu to notify Stonefield?
B. Commercial Motivation
•  Why was the Northwind Distribution Co. account prioritized over the Stonefield account? Who made the decision to give Northwind priority access to VTS's limited fleet?
•  Was the Northwind account more profitable than the Stonefield account on a per-mile or per-load basis? What were the comparative rates?
•  What was the total revenue associated with the Northwind account? What were the contractual commitments?
•  Was there a written contract between VTS and Northwind? When was it executed? What were the fleet commitments under the Northwind contract? Were those commitments in conflict with VTS's fleet commitments under the Stonefield TSA?
•  Did Vantorovich make or approve the commercial decision to prioritize the Northwind account over the Stonefield account? If not, who did? And if Vantorovich claims the decision was Milescu's alone, how does he reconcile that with his role as CEO and ultimate decision-maker?
C. Impact on SLG Performance
•  Does Vantorovich agree that pulling 85 tractors from the SLG dedicated fleet necessarily reduced VTS's ability to meet the Service Level Obligations on the Stonefield account?
•  Does he acknowledge that the equipment availability rate of 62% in Q4 2021 — approximately 248 tractors out of the committed 400 — was a direct consequence of the reassignment of 85 tractors to the Northwind account? The arithmetic is straightforward: 400 committed tractors minus 85 reassigned tractors equals 315 remaining tractors. Even if all 315 remaining tractors were available (which they were not, given driver shortages and maintenance), VTS would still have been at 78.75% availability — below the 85% SLO threshold. The actual availability of 62% suggests additional tractors were unavailable beyond the 85 reassigned.
•  Does Vantorovich acknowledge that reduced fleet availability would also necessarily impact on-time pickup rates, on-time delivery rates, and tender acceptance rates? Fewer available tractors means fewer loads can be accepted and dispatched on time.
VI. TOPIC 5: THE CURE NOTICE AND TERMINATION
A. Receipt of Cure Notice
•  Stonefield issued a Cure Notice dated January 18, 2022. The Cure Notice was sent by Raymond Hess, Director of Contract Compliance at Stonefield, to Sandra Milescu, COO of VTS. The Cure Notice identified VTS's failure to meet the Service Level Obligations and demanded that VTS cure the identified breaches within 30 calendar days — i.e., by February 17, 2022.
•  Mark and introduce Exhibit 10: the Cure Notice.
•  Did Vantorovich see the Cure Notice? When did he first see it? Was it on or about the date it was issued (January 18, 2022), or at some later time?
•  Did Milescu forward the Cure Notice to Vantorovich? Did she discuss it with him? If so, when and what was discussed?
•  Did Vantorovich understand that the Cure Notice triggered a 30-day cure period that would expire on February 17, 2022? Did he understand that if VTS failed to cure the identified breaches within that period, Stonefield would have the contractual right to terminate the TSA for Cause under Section 13.1?
•  Did Vantorovich understand the consequences of a termination for Cause — specifically, that a termination for Cause would preclude Vantor from recovering liquidated damages under Section 14.2?
B. Vantor's Response
•  Mark and introduce Exhibit 11: the February 14, 2022 letter from Derek Pruitt (VP, Business Development, VTS) to Janet Kirkwood (VP, Carrier Relations, Stonefield). This letter was VTS's response to the Cure Notice, sent three days before the expiration of the cure period.
•  Did Vantorovich review or approve this response letter before it was sent? Did he see a draft? Did he discuss its contents with Pruitt, Milescu, or anyone else?
•  The response letter acknowledged "operational challenges" but attributed VTS's underperformance to three external factors:
(i) The nationwide driver shortage;
(ii) Stonefield's alleged failure to tender minimum committed volumes; and
(iii) Stonefield's alleged diversion of freight volume to spot market carriers.
•  Did Vantorovich personally believe that these three factors were the causes of VTS's underperformance? Did he believe at the time that VTS bore no responsibility for the SLO failures?
•  Notably, the response letter does not mention the reassignment of 85 tractors to the Northwind account. Why not? Was Vantorovich aware that this omission might be misleading?
•  Did Vantorovich believe that VTS had "substantially cured" the identified deficiencies by February 14, 2022? On what basis?
•  Probe specific cure efforts. What specific steps did VTS take during the cure period (January 18 through February 17, 2022) to remedy the identified breaches?
(a) Did VTS bring any tractors back from the Northwind account during the cure period? If so, how many? When?
(b) Did VTS hire additional drivers during the cure period? How many? Were they deployed to the SLG account?
(c) Did VTS address the cargo claims issue? What steps were taken to reduce the cargo claims ratio?
(d) Can Vantorovich point to any specific performance metric that improved to SLO-compliant levels during or immediately after the cure period?
C. Termination
•  Mark and introduce Exhibit 12: the termination letter dated March 4, 2022, from Tobias Wren, General Counsel of Stonefield Logistics Group Inc., to Vantor Holdings Corp. and Vantor Transport Services LLC.
•  When did Vantorovich first learn of the termination? How did he learn of it — did he receive the letter directly, or was it communicated to him by someone else at Vantor?
•  What was his reaction to the termination? Was he surprised? Did he believe it was unjustified?
•  After receiving the termination letter, did Vantorovich attempt to contact anyone at Stonefield to discuss the termination? If so, whom did he contact? When? What was discussed?
•  Did Vantorovich believe the termination was wrongful at the time he received it? On what basis? Did he believe Stonefield lacked Cause to terminate? Did he believe VTS had cured the breaches identified in the Cure Notice?
VII. TOPIC 6: VANTOR'S COUNTER-ALLEGATIONS AGAINST STONEFIELD
A. Volume Shortfall Allegations
Vantor alleges in its Amended Complaint that Stonefield failed to tender the Annual Committed Volume in Contract Years 2 and 3, constituting a material breach of the TSA.
•  As discussed above, CY2 actual tenders were $31.8 million against an unadjusted ACV of $43.2 million. However, Stonefield invoked force majeure under Section 12.1 for April through September 2020 — a six-month period. With the force majeure adjustment, the adjusted ACV for CY2 was $21.6 million. Stonefield tendered $31.8 million — exceeding the adjusted minimum by $10.2 million. Does Vantorovich dispute this analysis?
•  As to CY3, Stonefield tendered $36.5 million over approximately 10 months before the contract was terminated. On a pro-rata basis, the CY3 ACV commitment for 10 months would be approximately $36.0 million. Does Vantorovich acknowledge that Stonefield's CY3 tenders exceeded the pro-rata commitment?
•  Critical question: Did Vantor or VTS ever send Stonefield a written cure notice regarding the alleged volume shortfalls pursuant to Section 13.1 of the TSA? The expected answer is no. If confirmed, follow up: Did Vantorovich ever instruct anyone at Vantor or VTS to send such a notice?
•  If Vantorovich believed that Stonefield was in material breach of the TSA for failure to tender minimum committed volumes, why didn't Vantor exercise its own right to terminate the TSA for Cause under Section 13.1? Why did Vantor continue to perform under the TSA without invoking the cure notice procedure?
B. Diversion to Competing Carriers
Vantor alleges that Stonefield diverted freight to Cascade Freight Systems Inc. and Briarwood Trucking Co. in violation of the exclusivity provisions of Schedule C.
•  Does Vantorovich know which specific lanes Cascade Freight Systems and Briarwood Trucking operated on? Can he identify them?
•  Does he know whether Lanes 8 through 14 are classified as "Primary Lanes" or "Secondary Lanes" under Schedule C of the TSA? The answer, per Schedule C, Section 2(b), is that Lanes 8 through 14 are classified as Secondary Lanes. Exclusivity under Schedule C applies only to Primary Lanes. If Vantorovich does not know this, the foundation for Vantor's exclusivity violation claim is seriously undermined.
•  How did Vantor learn that Stonefield was using Cascade and Briarwood on these lanes? When did Vantor learn this? Did Vantor object at the time?
C. Pretextual Termination / Rate Adjustment Motive
Vantor alleges that Stonefield's real motivation for terminating the TSA was to avoid the scheduled April 2022 rate adjustment under Schedule B. The rate adjustment would have increased VTS's per-mile rate by 14.3%, from $2.87 per mile to $3.28 per mile, representing an approximately $6.2 million annual cost increase for Stonefield.
•  Does Vantorovich have any direct evidence — as opposed to inference or speculation — that the rate adjustment motivated Stonefield's decision to terminate? Has he seen any Stonefield internal communications, memoranda, or board materials discussing the rate adjustment as a reason for termination?
•  Mark and introduce Exhibit 9: Stonefield internal email, dated September 22, 2021, from Janet Kirkwood (VP, Carrier Relations, Stonefield) to Carlos Medina. The email 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."
•  Has Vantorovich seen this email? It was produced in discovery. Does he interpret this email as evidence of pretextual termination?
•  Explore the witness's interpretation. Note for the record (but do not state to the witness) the following: The email references Lanes 8 through 14, which are Secondary Lanes not subject to exclusivity under Schedule C. The email conditions "pulling the plug" on VTS's failure to "get its act together" — i.e., on performance improvement. This language is consistent with legitimate performance concerns, not pretext. If the witness attempts to characterize this email as evidence of a predetermined plan to terminate regardless of VTS's performance, push back on the conditional language.
VIII. TOPIC 7: DAMAGES AND MITIGATION
This is the second of the two most critical topic areas in the deposition, alongside the fleet redeployment issue. The goal is to undermine every component of Vantor's $95.4 million damages claim and to establish that Vantor failed to mitigate its damages.
A. Liquidated Damages Claim
Vantor claims $67.23 million in liquidated damages under Section 14.2 of the TSA. This figure is calculated as follows: $64.8 million for the two full remaining contract years (75% × $43.2 million × 2 = $64.8 million), plus $2.43 million for the partial year of 27 days remaining in the contract year at the time of termination.
•  Does Vantorovich believe this amount represents Vantor's actual damages from the termination?
•  At the time the TSA was executed in March 2019, what did Vantorovich understand the liquidated damages provision was designed to compensate? What type of loss was it intended to address?
•  At the time of contracting, were actual damages from an early termination "difficult to ascertain"? This question is relevant to the enforceability of the liquidated damages clause under New York law, which requires that (i) actual damages must have been difficult to ascertain at the time of contracting, and (ii) the liquidated amount must be a reasonable forecast of probable loss.
•  Does Vantorovich believe that the $67.23 million figure bears a reasonable relationship to Vantor's actual economic harm from the termination? Or is it significantly greater than actual harm? Can he articulate the basis for the reasonableness of the figure?
B. Lost Profits Claim ($18.7 million)
•  Vantor claims $18.7 million in lost profits, based on an assumed 12% operating margin on the remaining committed volume under the TSA. Explore the basis for this figure.
•  What was VTS's actual operating margin on the Stonefield account? Was it 12%? Can Vantorovich identify the specific financial records, internal reports, or accounting documents that support a 12% margin? Is the 12% figure a blended company-wide margin or an account-specific margin?
•  Is Vantorovich aware that Dr. Philip Trask of Trask Greystone & Associates used the 12% figure in his expert report served on May 15, 2023? Where did Dr. Trask obtain the 12% margin figure? Was it provided to him by Vantor?
•  Did Vantorovich personally provide information to Dr. Trask for the damages analysis? What information and documents were provided? Did Vantorovich meet with Dr. Trask? How many times?
•  Did Vantorovich review the Trask expert report before it was served? Did he approve its conclusions?
C. Stranded Assets ($5.2 million) and Workforce Reduction ($2.87 million)
•  Vantor claims $5.2 million in damages for "stranded assets" allegedly rendered idle by the termination. What specific assets does this figure refer to? Are they tractors, trailers, or other equipment?
•  Were these tractors and trailers acquired specifically for the SLG contract, or were they part of VTS's general fleet that was allocated to the SLG account? When were they acquired? Were any of them financed through leases or loan agreements that continued after the termination?
•  After the termination on March 4, 2022, were any of these "stranded" assets redeployed to other customer accounts? If so, which accounts? When? If not, why not? Were they simply parked in lots, or were efforts made to utilize them?
•  Vantor claims $2.87 million in damages related to the reduction of its workforce. Approximately 180 employees — primarily drivers and support staff — were allegedly laid off as a result of the termination. When were these employees terminated? Was it immediately after March 4, 2022, or at some later date?
•  Were efforts made to reassign these employees to other customer accounts before terminating their employment? What efforts were made?
•  What severance was paid to terminated employees? Was severance paid pursuant to a company-wide policy, employment contracts, or some other basis? What is the total amount of severance paid?
D. Mitigation Efforts
This is a critically important line of questioning. The goal is to establish that Vantor and VTS took no meaningful steps to replace the lost Stonefield volume after the March 4, 2022 termination, despite operating in a favorable freight market.
•  After the termination on March 4, 2022, what specific steps did Vantor and VTS take to replace the lost Stonefield volume? Did VTS seek new customers? Did it contact existing customers to request additional volume? Did it engage freight brokers to obtain spot market loads?
•  Key context: Freight market conditions in Q1 and Q2 of 2022 were robust. Spot rates were elevated approximately 35% above historical averages, and demand for carrier capacity was strong across the industry. VTS had 400 tractors and 1,200 trailers that had previously been committed to the Stonefield account. In a tight capacity market, this equipment should have been highly marketable.
•  Did VTS attempt to market these assets to other shippers, logistics companies, or freight brokers? If so, when? What was the response? If not, why not?
•  Can Vantorovich identify any new contracts entered into between March 2022 and December 2022 to replace the Stonefield volume? What were the contract values? What were the terms?
•  Revenue comparison: Vantor's total revenue declined from approximately $385 million in FY 2021 to approximately $310 million in FY 2022 — a decline of approximately $75 million. Even at maximum, the SLG contract represented approximately $43 million in annual revenue. The remaining approximately $32 million in revenue decline is attributable to factors other than the loss of the Stonefield contract. What were those other factors? Market softening? Loss of other accounts? Operational issues?
•  Did Vantor or VTS engage any advisors, consultants, or brokers to assist with mitigation efforts? If so, who? When? What was the cost? If not, why not?
•  Vantor claims $1.4 million in mitigation costs. What do these costs consist of? Can Vantorovich itemize them?
•  Cross-reference with Pruitt testimony: At his deposition on July 10, 2023, Derek Pruitt — the VP of Business Development, who would be the natural person to lead customer replacement efforts — testified that he could not identify specific mitigation steps taken after the termination. Does Vantorovich agree with Pruitt's testimony? If not, what steps does he contend were taken that Pruitt could not identify?
E. Expert Engagement
•  When was Trask Greystone & Associates retained to prepare a damages analysis? Who at Vantor made the decision to retain Dr. Trask?
•  What information and documents were provided to Dr. Trask and his firm? Did Vantor provide financial statements, internal performance reports, fleet records, employee records, and market data?
•  Did Vantorovich meet with Dr. Trask personally? How many times? What was discussed?
•  Did Vantorovich review or approve the final expert report before it was served on May 15, 2023?
•  The total damages claimed in Dr. Trask's expert report are $95.4 million. Does Vantorovich personally believe this figure represents Vantor's actual damages from the termination of the TSA? If pressed, can he explain how a company with total revenues of $385 million suffered $95.4 million in damages from the loss of a single contract worth $43.2 million per year?
IX. TOPIC 8: RELATIONSHIP WITH COUNSEL AND LITIGATION CONDUCT
A. Retention of Caldwell Royce & Shapiro LLP
Preliminary note: Tread carefully in this area. Do not invade attorney-client privilege. Focus on facts regarding fee arrangements, payment history, and the current status of the attorney-client relationship — not the content of any legal advice received.
•  When was Caldwell Royce & Shapiro LLP retained to represent Vantor in this matter? Who at Vantor made the decision to retain CRS?
•  What is the fee arrangement with CRS? Is it hourly, contingency, or a hybrid arrangement? What are the hourly rates? Is there a retainer?
•  CRS's estimated total fees for this engagement are approximately $2.1 million. Is Vantorovich aware of this estimate? What is the current amount billed to date?
•  According to CRS's motion to withdraw, there are approximately $870,000 in unpaid invoices. Is Vantorovich aware of this amount? Does he dispute it?
•  What is the current status of Vantor's payment to CRS? Has Vantor made any payments toward the outstanding balance? Is Vantor unable or unwilling to pay?
B. Pre-Suit Demand and Negotiation
•  Before filing suit, Vantor sent a demand letter to Stonefield dated April 8, 2022, through CRS. The demand letter sought $95.4 million. Did Vantorovich approve the demand amount? Did he believe it was a reasonable demand?
•  Section 16 of the TSA provides for executive-level negotiation as a prerequisite to litigation. Pursuant to this provision, two sessions were held: a May 16, 2022 in-person meeting between Vantorovich and Marcus Denton (CEO, Stonefield), and a June 3, 2022 telephonic session. No resolution was reached.
•  What was discussed at the May 16, 2022 meeting? Did Vantorovich make any specific settlement proposals? Did Denton make any counterproposals? What amount, if any, would Vantorovich have accepted to resolve the dispute at that time?
•  What was discussed during the June 3 telephonic session? Why was no resolution reached? Was the gap between the parties' positions too great, or were there other obstacles?
C. Filing of Complaint and Amended Complaint
•  The original Complaint was filed on August 12, 2022. Did Vantorovich review the Complaint before it was filed? Did he approve its filing?
•  An Amended Complaint was filed on December 2, 2022, adding counterclaims against Stonefield for breach of the TSA based on volume shortfalls, exclusivity violations, and pretextual termination. Did Vantorovich review the Amended Complaint before filing? Did he provide the factual basis for the new allegations? Where did the factual allegations regarding Stonefield's use of Cascade Freight Systems and Briarwood Trucking originate?
X. TOPIC 9: VANTOR'S CURRENT FINANCIAL CONDITION AND ABILITY TO PROSECUTE
A. Current Operations
•  Is VTS still operating as of the date of this deposition? What is its current fleet size? How does the current fleet compare to the approximately 650 tractors and 2,100 trailers it operated in 2021?
•  What are Vantor's current revenue levels? How do they compare to the FY 2022 revenue of approximately $310 million?
•  Has Vantor lost other significant customer contracts since 2022? If so, which contracts? What were the reasons for those losses?
•  Is Vantor considering or has it considered any restructuring, asset sales, mergers, or other strategic alternatives? Has Vantor received any acquisition inquiries or offers? Has Vantor engaged any investment bankers or financial advisors?
B. Ability to Fund Litigation
•  Is Vantor currently represented by counsel in this matter? The expected answer is no — CRS filed a motion to withdraw, which was granted in October 2023. If the witness is appearing pro se, note this for the record.
•  Has Vantor retained or attempted to retain new counsel since CRS's withdrawal? What efforts has Vantorovich personally made to find replacement counsel?
•  Why has Vantor been unable to retain new counsel? Is it a financial issue — i.e., prospective firms have declined the engagement because Vantor cannot pay legal fees? Or are there other reasons?
•  Does Vantor have the financial resources to continue prosecuting this litigation through trial? Can Vantorovich describe Vantor's current cash position, available credit, and ability to fund expert costs, discovery costs, and trial preparation?
•  Is Vantorovich prepared to testify that Vantor can satisfy any judgment in Stonefield's favor on its declaratory judgment counterclaim? If Stonefield obtains a judgment declaring that it terminated the TSA for Cause and owes no liquidated damages, Vantor may be liable for Stonefield's costs and fees. Can Vantor pay such a judgment?
XI. EXHIBIT LIST — PRE-MARKED DOCUMENTS
The following documents should be pre-marked and organized in binders for the examining attorney, second chair, court reporter, and defending counsel prior to commencement of the deposition:
XII. EXAMINATION FLOW AND TIME ALLOCATION
The following time allocation is designed to ensure that all topics are covered within the 7-hour limit prescribed by FRCP 30(d)(1), while allowing adequate buffer time for objections, breaks, follow-up questions, and potential delays caused by witness obstruction.
Time management notes: The two critical topic blocks — Fleet Redeployment (60 minutes) and Damages and Mitigation (50 minutes) — together account for nearly two hours and should not be compressed. If time becomes constrained due to witness delay tactics or extended objection colloquies, the Medium-priority blocks (Background, CY1–CY3 Performance, Counter-Allegations, Counsel Relationship, and Financial Condition) may be abbreviated. The Background Block can be reduced to 15 minutes if the witness is cooperative on foundational questions. The Counter-Allegations Block can be reduced to 20 minutes by focusing on the key admission that Vantor never sent a written cure notice regarding volume shortfalls.
XIII. KEY ADMISSIONS TO OBTAIN
The following ten admissions represent the highest-priority testimony to obtain during this deposition. Each admission, if obtained, materially advances Stonefield's defense and/or undermines a critical element of Vantor's claims. The examining attorney should be mindful of these targets throughout the deposition and should structure questions to build methodically toward each admission.
1.  Vantorovich received the November 12, 2021 Milescu email (VHC-008417) regarding the reassignment of 85 tractors from SLG dedicated lanes. He was the direct and sole recipient. Even if he denies reading it, the fact of receipt is established by the document itself.
2.  No one at Vantor or VTS notified Stonefield of the fleet reassignment. This admission is corroborated by Milescu's August 4, 2023 deposition testimony. Vantorovich's confirmation would be a second witness establishing this critical fact.
3.  VTS performance fell below all five SLO thresholds in Q4 2021. This is documented in VTS's own internal performance report (Ex. 13). Vantorovich's admission eliminates any factual dispute about whether Cause existed for termination.
4.  Vantor/VTS never sent Stonefield a written cure notice regarding alleged volume shortfalls. This admission undercuts Vantor's claim that Stonefield was in material breach and demonstrates that Vantor did not treat the alleged shortfalls as material at the time they occurred.
5.  Vantor/VTS made no meaningful mitigation efforts after the March 4, 2022 termination despite favorable freight market conditions. This admission, combined with Pruitt's similar testimony, supports Stonefield's affirmative defense of failure to mitigate.
6.  Vantorovich cannot identify specific replacement contracts entered into post-termination. This corroborates the failure to mitigate and demonstrates that the damages claim is speculative.
7.  The fleet reassignment to Northwind Distribution Co. necessarily reduced VTS's capacity to serve the SLG account. This is a matter of arithmetic and should be conceded, but if the witness resists, the numbers speak for themselves.
8.  Vantorovich personally approved or was aware of the decision to prioritize the Northwind account over the Stonefield account. If he approved the decision, it demonstrates his direct involvement in the conduct that caused the breach. If he was merely aware, it demonstrates that he failed to intervene despite knowing VTS was compromising its largest contract.
9.  The $95.4 million damages figure substantially exceeds Vantor's actual economic loss from the termination. Vantor's total revenue decline from FY 2021 to FY 2022 was approximately $75 million, and only approximately $43 million of that is attributable to the SLG contract at maximum. Claiming $95.4 million in damages against a $43.2 million annual contract is facially unreasonable.
10.  Vantor has been unable to retain replacement counsel and may lack the financial resources to continue prosecution. This admission is relevant to the Court's management of the case and may support a motion for security for costs or dismissal for failure to prosecute.
XIV. CAUTIONS AND RISK AREAS
The following areas present risks during the deposition that the examining attorney should be prepared to address:
1. Kirkwood September 22, 2021 Email (Ex. 9). Expect Harrison Caldwell or Jason Whitford to use this document on cross-examination or redirect to establish that Stonefield had a premeditated plan to exit the TSA and had been diverting volume to competing carriers (Cascade Freight Systems and Briarwood Trucking) before VTS's performance deteriorated. Defending counsel may argue that this email demonstrates Stonefield's intent to terminate regardless of VTS's performance, supporting Vantor's pretextual termination theory.
Our position: The email references Lanes 8 through 14, which are classified as Secondary Lanes under Schedule C and are not subject to the exclusivity provisions. Stonefield's use of other carriers on Secondary Lanes was permitted under the TSA. Moreover, the email's language — "If VTS doesn't get its act together by Q1 I think we pull the plug" — conditions termination on VTS's failure to improve performance. This is consistent with legitimate performance concerns, not pretext. The email actually supports our narrative: Stonefield was already experiencing VTS performance problems in September 2021,

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

I. PRELIMINARY MATTERS AND EXAMINATION STRATEGY NOTES

II. TOPIC 1: BACKGROUND AND ROLE AT VANTOR

III. TOPIC 2: THE TRANSPORTATION SERVICES AGREEMENT (TSA)

VI. TOPIC 5: THE CURE NOTICE AND TERMINATION

VII. TOPIC 6: VANTOR'S COUNTER-ALLEGATIONS AGAINST STONEFIELD

Record

Parties

Dates

Amounts