PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT PREPARED IN ANTICIPATION OF LITIGATION
CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166
MEMORANDUM
TO: Patrick Gallagher, Lead Associate, Litigation (General)
FROM: Simone Laroche, Working Associate, Litigation (General)
DATE: July 28, 2023
RE: Deposition Preparation — Sandra Milescu, COO, Vantor Holdings Corp. / Vantor Transport Services LLC
MATTER: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
MATTER NO.: 1012-00005
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I. Purpose and Overview
This memorandum has been prepared to assist the defense team in preparing for and conducting the deposition of Sandra Milescu, Chief Operating Officer of Vantor Holdings Corp. ("Vantor Holdings" or "Vantor") and the operating head of Vantor Transport Services LLC ("VTS"), currently scheduled for August 4, 2023, at the offices of Caldwell Royce & Shapiro LLP in New York City. This memorandum addresses the background of the witness, identifies and analyzes the key documents to be used during examination, sets forth detailed examination topics with suggested lines of questioning, anticipates the defensive postures likely to be adopted by the witness and her counsel, coordinates this deposition with other testimony already taken or to be taken, and addresses logistical considerations for the day of the deposition.
Sandra Milescu is a critical fact witness for both sides in this matter. She is the author of the November 12, 2021 internal email to Nikolai Vantorovich, the CEO and founder of Vantor Holdings, bearing Bates number VHC-008417 — which this team has identified as the single most important document in the case from Stonefield's perspective. In that email, Milescu expressly acknowledged that VTS had "pulled 85 tractors off the SLG dedicated lanes" to cover other contractual commitments, and she predicted that "SLG won't notice until January." Beyond the email, Milescu is the individual who oversaw all fleet management and operational decisions at VTS, including the systematic redeployment of dedicated fleet assets to the Northwind Distribution Co. account during Q3 and Q4 of 2021. She was also the addressee of Stonefield's Cure Notice, sent on January 18, 2022 by Raymond Hess, Director of Contract Compliance at SLG. In short, Milescu was the person who made the decisions that led to VTS's material breach of the Transportation Services Agreement, and she was the person to whom Stonefield communicated its demand for cure.
The primary objectives of the Milescu deposition, in order of priority, are as follows:
1. Establish intentional fleet diversion. Through Milescu's own testimony and the contemporaneous documentary record, establish that VTS intentionally diverted fleet capacity away from SLG-dedicated lanes in Q3 and Q4 of 2021, without notice to Stonefield, in order to service the Northwind Distribution Co. account.
2. Confirm the Northwind relationship and commercial motivation. Confirm the existence and terms of the Northwind Distribution Co. relationship and establish that the fleet redeployment was commercially motivated — that is, VTS chose to service a more profitable account at the expense of its contractual obligations to Stonefield under the TSA.
3. Demonstrate that SLO failures were self-inflicted. Demonstrate through questioning on specific performance metrics that VTS's Service Level Objective failures in Q4 2021 were the direct result of VTS's own fleet redeployment decisions, and were not caused by Stonefield's alleged volume shortfalls, a nationwide driver shortage, or any other external factor.
4. Elicit admissions on inadequacy of cure. Elicit admissions from Milescu that VTS's cure efforts during the 30-day cure period (January 18 through February 17, 2022) were inadequate — that the 85 redeployed tractors were not returned to SLG-dedicated lanes, that no substitute equipment was arranged, and that performance metrics remained materially below SLO thresholds throughout the cure period.
5. Undermine Vantor's mitigation narrative. Explore VTS's post-termination activities to support our argument that Vantor failed to mitigate its alleged damages, particularly given VTS's demonstrated ability to redeploy fleet assets to alternative accounts such as Northwind.
This memorandum is organized as follows: Section II provides background on the witness, including her biographical and professional history, her role in the Vantor–Stonefield relationship, and a summary of her prior statements and testimony. Section III identifies and analyzes the key documents to be used during examination. Section IV sets forth detailed examination topics with suggested questions. Section V anticipates the defensive postures most likely to be raised and provides strategies for countering them. Section VI addresses coordination with the testimony of other witnesses already deposed or scheduled for deposition. Section VII provides logistical notes for the day of the deposition, exhibit preparation, and post-deposition action items.
II. Background on the Witness
A. Biographical and Professional Background
Sandra Milescu currently serves as the Chief Operating Officer of Vantor Holdings Corp. and, in that capacity, is effectively the chief operating officer of its wholly owned operating subsidiary, Vantor Transport Services LLC. VTS is a New York limited liability company whose sole member is Vantor Holdings Corp., a New York corporation headquartered at 580 Eighth Avenue, 14th Floor, New York, New York 10018. While Vantor Holdings is the corporate parent and the entity that filed the present action as plaintiff, VTS is the operating entity that was the counterparty to the Transportation Services Agreement ("TSA") with Stonefield Logistics Group Inc. ("Stonefield" or "SLG"). For practical purposes, Milescu sits atop the operational structure of both entities.
Milescu reports directly to Nikolai Vantorovich, the Chief Executive Officer and Founder of Vantor Holdings, who holds approximately 58% of the company's equity. Milescu's responsibilities encompass all fleet management, driver operations, dispatch, and carrier performance at VTS. She is the key decision-maker on fleet deployment, including the assignment of tractors and trailers to specific customer accounts, the hiring and termination of drivers and operational staff, and the day-to-day management of VTS's transportation operations. In practical terms, there is no operational decision of significance at VTS that does not either originate with or pass through Milescu.
VTS operates a substantial fleet. Based on the documents produced in this litigation, VTS operates approximately 650 owned Class 8 tractors and approximately 2,100 dry van and refrigerated trailers, with additional capacity obtained through owner-operator relationships. Under the TSA (Contract Reference No. SLG-VTS-2019-0315, dated March 15, 2019), VTS committed to maintaining a minimum fleet capacity of 400 tractors and 1,200 trailers available for Stonefield freight across the designated lane network. The Stonefield account was, by a considerable margin, VTS's largest single customer relationship, accounting for a substantial portion of VTS's total revenue. This fact is important context for the deposition: VTS's decision to redeploy fleet capacity away from its largest account — and to do so covertly — underscores the deliberateness of the breach and the priority VTS placed on the Northwind relationship.
B. Role in the Vantor–Stonefield Relationship
Milescu was the primary operational contact at VTS for the Stonefield account throughout the duration of the TSA. While Derek Pruitt, Vice President of Business Development at Vantor, served as the commercial relationship manager and was the signatory on certain correspondence, it was Milescu who controlled the actual fleet allocation, dispatch operations, and carrier performance management for the Stonefield business. Any decisions regarding the number of tractors and trailers dedicated to Stonefield, the assignment of drivers to Stonefield lanes, and the management of VTS's compliance with the TSA's Service Level Objectives fell within Milescu's operational domain.
Milescu was the named addressee of Stonefield's Cure Notice, sent by Raymond Hess (Director, Contract Compliance, SLG) on January 18, 2022. The Cure Notice was directed to Milescu in her capacity as COO of VTS and identified, with reasonable particularity, the specific material breaches of the TSA that Stonefield contended had occurred during Q4 2021. The Cure Notice invoked Section 13.1(a) of the TSA and commenced the 30-calendar-day cure period that ultimately expired on February 17, 2022 without adequate cure.
Milescu also played a central role in preparing VTS's response to the Cure Notice. Although the February 14, 2022 response letter was signed by Derek Pruitt and addressed to Janet Kirkwood (Vice President, Procurement and Carrier Management at Stonefield), the documents produced in this litigation establish that Milescu was the principal drafter of the response. In that letter, VTS acknowledged "operational challenges" but asserted that the challenges were caused by three external factors: (i) a nationwide driver shortage affecting the entire trucking industry; (ii) Stonefield's failure to tender the minimum committed volumes under the TSA; and (iii) Stonefield's alleged instructions to divert volume to lower-cost spot market carriers. Each of these asserted justifications is subject to effective challenge through Milescu's deposition testimony, as discussed in Sections IV and V below.
C. Prior Testimony and Statements
Milescu has not been previously deposed in this matter. The August 4, 2023 deposition will be her first sworn testimony in this case, and it should be treated accordingly — as an opportunity to establish a comprehensive testimonial record that can be used at summary judgment and, if necessary, at trial.
Her primary prior statements in this litigation consist of the following:
1. The November 12, 2021 Email (VHC-008417). This is the critical "smoking gun" document discussed at length throughout this memorandum. It is a contemporaneous, unguarded communication from Milescu to the CEO of Vantor that directly establishes VTS's intentional fleet diversion.
2. The February 14, 2022 Cure Notice Response. Although signed by Derek Pruitt, internal production documents establish that Milescu was the substantive drafter of this letter. Her role in drafting the letter should be established early in the deposition, as it allows us to attribute the letter's representations — and its omissions — directly to Milescu.
3. Internal VTS Emails. Milescu is a prolific email author, and the document productions in this case have yielded substantial numbers of her communications. Vantor's initial production (28,914 documents, produced April 28, 2023) and supplemental production (4,218 documents, produced June 22, 2023 pursuant to Judge Calloway's June 9, 2023 order compelling production) contain numerous Milescu emails regarding fleet management decisions, the Northwind relationship, and the Stonefield account.
4. Sworn Interrogatory Responses. Milescu signed Vantor's and VTS's responses to Stonefield's First Set of Interrogatories in her capacity as VTS's designated corporate representative. Our May 8, 2023 analysis of these responses identified the answers to Interrogatories 9 (fleet redeployment decisions) and 14 (mitigation efforts) as evasive and potentially inconsistent with the documentary record. The interrogatory responses should be used at the deposition to pin Milescu down on specific factual points where the written responses were vague or nonresponsive.
An additional note of importance: Milescu was identified by Vantor in its Rule 26(a)(1) initial disclosures as a likely Rule 30(b)(6) designee for VTS on several topics, including Topic 1 (fleet management decisions), Topic 2 (SLG contract performance), and Topic 5 (corporate decision-making). We should confirm with opposing counsel at Caldwell Royce & Shapiro LLP — specifically Harrison Caldwell or Jason Whitford — whether Milescu will also serve as the 30(b)(6) witness on these topics. If so, her testimony on those topics will constitute binding corporate admissions by VTS, which significantly enhances its evidentiary value for summary judgment purposes and at trial. Patrick should raise this issue with opposing counsel in advance of the deposition to clarify Milescu's capacity.
III. Key Documents for Examination
This section identifies the key documents that should be used during the Milescu deposition, organized by significance and recommended order of introduction. Exhibit numbers are recommended designations for pre-marking; final exhibit numbers should be confirmed with Helen Tsao prior to the deposition.
A. The "Smoking Gun" Email — VHC-008417
Document: Email from Sandra Milescu to Nikolai Vantorovich, dated November 12, 2021, bearing Bates number VHC-008417.
Content: The body of the email reads, in relevant part: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."
Significance: This email is the single most important document in the case from Stonefield's perspective, and it should be the centerpiece of the Milescu deposition. The email establishes several critical facts that are essential to Stonefield's defense and to its counterclaim theories:
(1) Intentional Fleet Reduction. VTS intentionally and unilaterally reduced fleet capacity on SLG-dedicated lanes by 85 tractors. Prior to the redeployment, VTS was already operating below the 400-tractor TSA commitment, with approximately 333 tractors assigned to Stonefield lanes. The removal of 85 tractors brought the available fleet to approximately 248 tractors — only 62% of the 400-tractor minimum fleet commitment under the TSA.
(2) Not Driven by External Factors. The redeployment was not driven by Stonefield's volume shortfalls, a nationwide driver shortage, or any other external factor. It was driven by VTS's affirmative desire to service a competing customer's "commitments" — which, based on the supplemental production documents, refers to Northwind Distribution Co.
(3) Deliberate Concealment. VTS deliberately concealed the redeployment from Stonefield. The phrase "SLG won't notice until January" is an express admission that Milescu understood the redeployment would not be immediately apparent to Stonefield and that VTS made no effort to disclose it. This concealment is directly relevant to Stonefield's implied covenant claim and to the question of whether VTS acted in good faith.
(4) Temporal Correlation. The timing of the email (November 12, 2021) directly coincides with the Q4 2021 period during which VTS's performance metrics fell catastrophically below the SLO thresholds. The email predates the Cure Notice (January 18, 2022) by more than two months.
Deposition Use: The November 12 email should not be introduced at the outset of the deposition. Instead, it should be introduced after establishing foundational facts about Milescu's role, her authority over fleet deployment, and VTS's TSA commitment levels. This sequencing ensures that when the email is presented, Milescu will have already testified to the framework that makes the email's significance inescapable. Once introduced, the examiner should walk Milescu through the email line by line and press on the following specific points: who authorized the decision to remove the tractors; when the tractors were actually removed from SLG-dedicated lanes (October 2021, based on supplemental production documents); what the phrase "[redacted] commitments" refers to; why Stonefield was not notified of the redeployment; what Milescu meant by "SLG won't notice until January"; and whether the redeployment was consistent with VTS's obligations under the TSA.
Exhibit Designation: Mark as Exhibit 1 for the deposition.
B. Supplemental Production Fleet Redeployment Documents
Documents: Key fleet management documents from Vantor's supplemental production, bearing Bates numbers VHC-029001 through VHC-033218, produced on June 22, 2023 pursuant to Judge Calloway's June 9, 2023 order compelling production. The significance of the court-compelled nature of this production should not be overlooked — Vantor resisted producing these documents until ordered to do so, which itself suggests consciousness of their damaging content.
Significance: These documents show, in granular operational detail, that VTS redirected 85 tractors to the Northwind Distribution Co. account beginning in October 2021. They include fleet allocation spreadsheets organized by customer account, dispatch records showing the specific units redeployed, and internal memos and email chains documenting the decision-making process. Collectively, these documents corroborate and extend the narrative established by the November 12 email — they show the redeployment was not an offhand operational adjustment but a systematic, planned, and commercially motivated decision.
Key Sub-Documents to Mark as Exhibits:
• Fleet reallocation spreadsheet showing tractor assignments by customer account for October through December 2021. This spreadsheet should show the specific tractor unit numbers assigned to SLG lanes before and after the redeployment, and the corresponding assignments to Northwind. The specific Bates number should be confirmed from the Key Document Index — Vantor Supplemental Production, dated July 5, 2023, prepared by Kara Nystrom. Mark as Exhibit 2.
• Internal memo or email chain regarding the Northwind Distribution Co. contract and the fleet capacity requirements associated with the Northwind account. This document should establish that VTS had committed specific fleet capacity to Northwind and that the tractors removed from SLG lanes were deployed to satisfy that commitment. Specific Bates number to be confirmed from the Key Document Index.
• Financial terms of the Northwind account. Any documents showing the per-mile rates, operating margins, or other financial terms of the Northwind relationship are critical to establishing that VTS prioritized a more profitable account over its contractual obligations to Stonefield. If such documents exist in the supplemental production, they should be marked as exhibits.
Deposition Use: After establishing the November 12 email, the examiner should transition to these supplemental production documents to demonstrate that the fleet redeployment was not a one-time or temporary measure but was systematic, planned, and commercially motivated. The sequencing — email first, then corroborating operational documents — is designed to foreclose Milescu's ability to characterize the email as informal or exaggerated. The operational records confirm the email's content with precision.
C. VTS Q4 2021 Performance Report
Document: Internal VTS document reflecting actual carrier performance metrics for Q4 2021, generated from VTS's Carrier Performance Portal. This is an internal VTS document that Milescu, as COO, would have received and reviewed in the ordinary course of business.
Key Metrics to Elicit:
Significance: These metrics demonstrate that VTS's performance in Q4 2021 was not merely below the SLO thresholds — it was catastrophically below them in every single category. The equipment availability figure of 62% (approximately 248 tractors out of the required 400) is particularly significant because it corresponds almost exactly to the expected fleet level after the removal of 85 tractors from an already-reduced base of approximately 333 tractors.
Deposition Use: The examiner should present the Q4 2021 Performance Report metrics one by one and establish that Milescu, as COO, was aware of each metric when it was generated; that VTS tracked these metrics internally on a regular basis; that Milescu received and reviewed the performance data; and that the performance decline temporally correlates with the fleet redeployment she authorized in October–November 2021. The Report should be marked as Exhibit 3.
D. Stonefield Cure Notice (January 18, 2022)
Document: Cure Notice from Raymond Hess (Director, Contract Compliance, Stonefield Logistics Group Inc.) to Sandra Milescu (COO, Vantor Transport Services LLC), dated January 18, 2022.
Content: The Cure Notice identified, with reasonable particularity as required by Section 13.2 of the TSA, the specific material breaches of the TSA that Stonefield contended had occurred during Q4 2021. The Cure Notice cited each of the five SLO categories and the specific metrics set forth in the table above, invoked Section 13.1(a) of the TSA (Termination for Cause), and commenced the 30-calendar-day cure period.
Deposition Use: The Cure Notice should be introduced to confirm Milescu's receipt; to confirm her understanding of the 30-day cure period and its deadline of February 17, 2022; to explore what specific remedial steps VTS actually took during the cure period; and, most critically, to press on whether the 85 tractors redeployed to Northwind were returned to SLG-dedicated lanes during the cure period. The Cure Notice should be marked as Exhibit 4.
E. Vantor/VTS Response to Cure Notice (February 14, 2022)
Document: Letter from Derek Pruitt (Vice President, Business Development, Vantor Holdings Corp.) to Janet Kirkwood (Vice President, Procurement and Carrier Management, Stonefield Logistics Group Inc.), dated February 14, 2022. Although signed by Pruitt, the letter was drafted by or with substantial input from Milescu, as evidenced by documents in the production.
Content: The response letter acknowledged "operational challenges" in VTS's performance on the Stonefield account but advanced three principal justifications for the performance failures: (i) a nationwide driver shortage affecting the entire trucking industry; (ii) Stonefield's failure to tender the minimum committed volumes under the TSA; and (iii) Stonefield's alleged diversion of volume to lower-cost spot market carriers. The letter asserted that VTS had "substantially cured" the identified deficiencies as of the date of the letter. The letter also disputed the cargo claims data cited in the Cure Notice, although it did not dispute the other four SLO metrics.
Deposition Use: This document is essential for probing the factual basis — or lack thereof — for VTS's asserted justifications. The examiner should press Milescu on: (1) what factual basis existed for claiming VTS had "substantially cured" the identified deficiencies — specifically, what tractors were returned to SLG-dedicated lanes, what metrics improved, and what operational changes were implemented; (2) the assertion that Stonefield's volume shortfalls caused VTS's performance failures and whether the fleet redeployment to Northwind was not the actual cause; (3) whether the reference to a "driver shortage" was a pretext — VTS had drivers, but it redeployed them with the tractors to Northwind; (4) Milescu's specific role in drafting the letter and the accuracy of the representations it contained. The response letter should be marked as Exhibit 5.
F. TSA Key Provisions
Document: Transportation Services Agreement (Contract Ref. No. SLG-VTS-2019-0315), dated March 15, 2019, between Stonefield Logistics Group Inc. and Vantor Transport Services LLC.
The full TSA is a lengthy document, and the examiner need not introduce the entire agreement as a single exhibit. Instead, the relevant excerpts should be tabbed and available for ready reference. The key provisions to be referenced during the deposition include:
• Section 7.4 — Substitute Equipment Obligations. This provision required VTS to provide substitute equipment or surge capacity when committed fleet was unavailable due to maintenance, mechanical failure, or other causes. Milescu should be asked whether VTS ever invoked Section 7.4 or attempted to arrange substitute equipment for the SLG account at any time during Q4 2021 or the cure period.
• Section 13.1(a) — Termination for Cause. This provision provides that either party may terminate the TSA for material breach that remains uncured for 30 calendar days after written notice specifying the breach with reasonable particularity. This is the provision under which Stonefield terminated the TSA.
• Section 13.2 — Cure Notice Requirements. This provision sets forth the requirements for the written notice referenced in Section 13.1(a), including the requirement of reasonable particularity. VTS has not challenged the adequacy of the Cure Notice's specificity in its pleadings, but this provision should be available in the event CRS raises the issue at the deposition.
• Schedule C — Exclusivity Provisions. Schedule C designates 14 "Primary Lanes" (Lanes 1 through 7 and Lanes 15 through 21, as renumbered in the 2020 amendment) on which VTS had exclusive carrier rights, and a separate set of "Secondary Lanes" (Lanes 8 through 14) on which Stonefield was permitted to use alternative carriers. This distinction is critical to preemptively addressing any attempt by Caldwell Royce & Shapiro to redirect questioning toward Stonefield's use of Cascade Freight Systems Inc. and Briarwood Trucking Co. on Secondary Lanes.
• Fleet Commitment Provision. The TSA's fleet commitment requiring VTS to maintain a minimum of 400 tractors and 1,200 trailers available for Stonefield freight should be readily citable during the deposition.
The TSA or relevant excerpts should be marked as Exhibit 6.
G. Stonefield Internal Email — Kirkwood to Medina (September 22, 2021)
Document: Email from Janet Kirkwood (VP, Procurement and Carrier Management, Stonefield) to Carlos Medina (SVP, Supply Chain Operations, Stonefield), dated September 22, 2021. The email reads, in relevant part: "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."
CAUTION — DO NOT INTRODUCE THIS DOCUMENT DURING THE MILESCU DEPOSITION. This is a Stonefield internal communication produced from SLG's files. Introducing it during the Milescu deposition would serve no useful purpose for Stonefield's defense and would affirmatively create risks. Specifically, introducing the Kirkwood email would give CRS the opportunity to build a record around Stonefield's alleged premeditated intent to terminate the TSA and to argue that Stonefield was already diverting freight to competing carriers months before issuing the Cure Notice. The document could be used by CRS to support a narrative that Stonefield was manufacturing justifications for termination in order to avoid the upcoming April 2022 rate adjustment.
If CRS introduces this document during the Milescu deposition — which is unlikely, as it is from Stonefield's production and CRS would typically use it during the deposition of a Stonefield witness — the examiner should be prepared to redirect by noting that the volume diversion described in the email was limited to Secondary Lanes (Lanes 8 through 14) and was operationally necessary due to VTS's own tender rejections. However, the examiner should not volunteer this document or open the door to this topic.
Note for Patrick: The Kirkwood email is a risk document that we addressed in detail during Janet Kirkwood's own deposition on July 14, 2023. Kirkwood testified that the volume diversion to Cascade and Briarwood was limited to Secondary Lanes only, not Primary Lanes, and was operationally necessary because VTS was rejecting tenders at an unacceptable rate. Do not open the door to this topic with Milescu. The Kirkwood email should remain in the exhibit binder solely as a reference document in case CRS raises the issue.
H. Additional Documents to Have Available
The following additional documents should be prepared and available in the exhibit binder for use during the deposition, though they may not all be formally introduced as exhibits:
• Vantor's Interrogatory Responses. Particularly the responses to Interrogatories 9 (fleet redeployment decisions) and 14 (mitigation efforts), which our May 8, 2023 analysis identified as evasive and potentially inconsistent with the documentary record. These responses should be used to confront Milescu if her deposition testimony is inconsistent with the sworn interrogatory answers she signed.
• VTS Financial Records — Northwind Revenue. Financial records showing VTS's revenue from Northwind Distribution Co. in Q4 2021 and Q1 2022. These documents are relevant to establishing the commercial motivation for the fleet redeployment and to demonstrating that VTS prioritized a more profitable customer relationship.
• Post-Termination VTS Fleet Utilization Records. Records showing how VTS utilized its fleet assets after Stonefield terminated the TSA on March 4, 2022. These documents are relevant to probing VTS's mitigation efforts — or the lack thereof — and to undermining Vantor's stranded assets and lost profits claims.
• Vantor's RFA Responses. Particularly any admissions regarding the Q4 2021 on-time pickup rate of 78.2%, as identified in our May 10, 2023 analysis. If Vantor admitted the specific metric figures in its RFA responses, those admissions can be used to foreclose any attempt by Milescu to dispute the numbers at the deposition.
• Northwind Distribution Co. Contract or Related Fleet Commitment Documents. If available in the production, any contract or commitment letter between VTS and Northwind should be marked as Exhibit 7 and used to establish the specific fleet capacity VTS committed to Northwind.
IV. Examination Topics and Suggested Lines of Questioning
This section sets forth nine examination topics with suggested lines of questioning for each. The topics are organized in recommended chronological order for the deposition. The examiner should exercise judgment regarding the precise sequencing, pacing, and emphasis based on the witness's demeanor and responsiveness, as well as any interventions by defending counsel.
A. Topic 1: Milescu's Role, Authority, and Responsibilities
This is the foundational topic that should open the deposition. The purpose is to establish Milescu's authority, her role at VTS, and her familiarity with the TSA and its requirements before introducing any of the key documents. The goal is to lock Milescu into a clear record regarding the scope of her responsibilities so that she cannot later disclaim knowledge of or authority over the fleet redeployment decisions.
Suggested Questions:
• "Ms. Milescu, what is your current title at Vantor Holdings Corp.?"
• "How long have you held the position of Chief Operating Officer?"
• "To whom do you report?"
• "In your role as COO, do you have operational authority over fleet deployment decisions at VTS — that is, decisions regarding the assignment of tractors and trailers to specific customer accounts?"
• "Is it fair to say that you have ultimate operational authority over those fleet deployment decisions?"
• "Were you the primary VTS executive responsible for managing the Stonefield account from an operational and fleet perspective?"
• "Are you familiar with the Transportation Services Agreement between VTS and Stonefield, dated March 15, 2019?"
• "Under the TSA, VTS committed to maintaining a minimum of 400 tractors and 1,200 trailers available for Stonefield freight. Are you familiar with that commitment?"
• "Were you familiar with the Service Level Objectives — the performance metrics — that VTS was required to meet under the TSA?"
• "Can you describe those SLO requirements in your own words?"
• "In your role as COO, were you authorized to make fleet redeployment decisions — that is, to move tractors from one customer account to another — without specific board approval or CEO approval for individual account-level decisions?"
• "Who, other than yourself, would need to approve a decision to remove a significant number of tractors from a major customer account?"
The examiner should not rush through this foundational section. The purpose is to build a comprehensive record of Milescu's authority and knowledge that will serve as the predicate for all subsequent questioning. Take time to let the witness describe her role fully; the more authority she claims, the more directly she is implicated in the fleet redeployment decision.
B. Topic 2: The November 12, 2021 Email (VHC-008417)
This is the most important examination topic and should receive the most time and attention. The email should be introduced only after Topic 1 is fully established — that is, after Milescu has confirmed her authority over fleet deployment, her familiarity with the TSA, and her understanding of the committed fleet levels.
Suggested Questions:
• "I'm going to show you a document that has been marked as Exhibit 1 for this deposition. Do you recognize this document?"
• "This is an email from you to Nikolai Vantorovich, dated November 12, 2021, correct?"
• "You authored this email?"
• "Let me direct your attention to the body of the email. You wrote: 'We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January.' Did I read that correctly?"
• "Ms. Milescu, when you wrote 'We've pulled 85 tractors off the SLG dedicated lanes,' what does the word 'pulled' mean in this context?"
• "When you say 'SLG dedicated lanes,' you are referring to lanes on which VTS was obligated to provide transportation services to Stonefield under the TSA, correct?"
• "The 85 tractors that were 'pulled' — where were they redeployed?"
• "When you say 'to cover [redacted] commitments,' what commitments are you referring to?"
• "Were those commitments related to Northwind Distribution Co.?"
• "When did the redeployment of the 85 tractors actually take place?"
• "Did the redeployment begin in October 2021?"
• "You wrote 'SLG won't notice until January.' Why did you believe Stonefield would not notice the removal of 85 tractors from their dedicated lanes?"
• "Did you want Stonefield to not notice?"
• "Did you notify anyone at Stonefield — Janet Kirkwood, Raymond Hess, or anyone else — that you were removing 85 tractors from SLG-dedicated lanes?"
• "Was any notification provided to Stonefield at any time before or after this email?"
• "Under the TSA, VTS committed to maintaining 400 tractors available for Stonefield freight. Before the redeployment, how many tractors were assigned to SLG-dedicated lanes?"
• "If VTS had approximately 333 tractors on SLG-dedicated lanes before the redeployment, and you removed 85, that would leave approximately 248 tractors on SLG-dedicated lanes. Is that correct?"
• "248 tractors is approximately 62% of the 400-tractor commitment. Is that correct?"
• "Did you understand at the time you authorized this redeployment that removing 85 tractors from SLG-dedicated lanes would cause VTS to fall below the TSA's minimum fleet commitment?"
• "Did you discuss this decision with anyone at VTS other than Mr. Vantorovich before executing it?"
• "Did anyone at VTS object to the decision?"
• "Did you consider the impact this redeployment would have on VTS's ability to meet its SLO commitments to Stonefield?"
If the witness is evasive regarding the destination of the redeployed tractors, the examiner should immediately confront her with the supplemental production fleet redeployment documents (Exhibit 2). If the witness claims not to recall writing the email or disputes its authenticity, note that the document was produced from Vantor's own systems and bears standard metadata consistent with Milescu's email account.
The examiner should be particularly attentive to any answers that attempt to characterize the redeployment as "temporary" — this is an anticipated defensive posture that should be addressed in the moment, as discussed in Section V.A below.
C. Topic 3: The Northwind Distribution Co. Relationship
Once the November 12 email has been thoroughly explored, the examiner should transition to the Northwind Distribution Co. relationship to establish the commercial motivation for the fleet redeployment.
Suggested Questions:
• "What is Northwind Distribution Co.?"
• "Is Northwind a customer of VTS?"
• "When did VTS begin providing transportation services to Northwind?"
• "What types of freight does Northwind ship?"
• "What was the approximate annual revenue from the Northwind account in 2021?"
• "Did VTS enter into a new contract with Northwind in Q3 or Q4 of 2021, or expand an existing contract with Northwind during that period?"
• "What fleet capacity did VTS commit to Northwind? How many tractors were committed to Northwind under that contract?"
• "Was the Northwind contract more profitable on a per-mile basis than the Stonefield contract?"
• "What was the per-mile rate on the Northwind account compared to the per-mile rate on the Stonefield account?"
• "Was the decision to redeploy tractors from SLG-dedicated lanes to Northwind driven, in whole or in part, by the relative profitability of the two accounts?"
• "Did Northwind require dedicated fleet capacity — that is, tractors that would be assigned exclusively to Northwind freight?"
• "If so, how many tractors were committed to Northwind?"
• "Did VTS have sufficient excess fleet capacity to service both the Stonefield account at the committed level of 400 tractors and the Northwind account at whatever level of fleet capacity Northwind required?"
• "If VTS did not have sufficient excess capacity, did you consider the implications of taking on the Northwind commitment for VTS's ability to honor its commitment to Stonefield?"
The critical point to establish through this line of questioning is that VTS made a deliberate commercial choice to prioritize a competing customer relationship over its contractual obligations to Stonefield. This undermines Vantor's entire narrative that the SLO failures were caused by external factors beyond VTS's control. VTS did not suffer a driver shortage or fleet shortage — it had the capacity, but it chose to deploy that capacity elsewhere for commercial reasons.
D. Topic 4: Causation of Q4 2021 Performance Failures
Having established the fleet redeployment and its commercial motivation, the examiner should turn to the Q4 2021 performance metrics and draw the causal connection between the redeployment and the SLO failures.
Suggested Questions:
• "I'm going to show you a document that has been marked as Exhibit 3 — the VTS Q4 2021 Performance Report. Do you recognize this document?"
• "In your role as COO, did you receive and review performance reports like this one on a regular basis?"
• "Let me direct your attention to the on-time pickup rate for Q4 2021. This report shows an on-time pickup rate of 78.2%. Do you see that?"
• "The TSA required an on-time pickup rate of 95%. Is that correct?"
• "Were you aware that VTS's on-time pickup rate had fallen to 78.2% in Q4 2021?"
• "The on-time delivery rate in Q4 2021 was 81.6%, against a TSA SLO threshold of 93%. Were you aware of that?"
• "The tender acceptance rate was 71.4%, against a TSA SLO threshold of 90%. Were you aware of that?"
• "The equipment availability was 62% of the committed fleet — approximately 248 tractors available versus the 400 required under the TSA. Were you aware of that?"
• "The cargo claims ratio was 1.07%, based on 16 claims totaling $387,400 in November and December 2021, against a TSA SLO threshold of 0.5% or less. Were you aware of that?"
• "Do you agree that VTS failed to meet each of the five SLO thresholds in the TSA during Q4 2021?"
• "In your view, what caused VTS's on-time pickup rate to fall to 78.2%?"
At this point, the witness will likely attempt to invoke the defensive postures discussed in Section V below — driver shortage, Stonefield volume shortfalls, or spot market diversion. The examiner should be prepared to challenge each of these assertions immediately.
If Milescu attributes the performance decline to a driver shortage:
• "How many drivers did VTS employ in Q4 2021 compared to Q3 2021?"
• "Did the number of drivers at VTS decline between Q3 and Q4 2021?"
• "Or were the drivers redeployed along with the 85 tractors to the Northwind account?"
• "Were the 85 tractors that were pulled from SLG-dedicated lanes crewed by drivers? That is, when the tractors were redeployed to Northwind, did the drivers go with them?"
• "So VTS did not lose drivers — it moved them to a different account?"
If Milescu attributes the performance decline to Stonefield volume shortfalls:
• "You're aware that Stonefield tendered approximately $36.5 million in freight charges in Contract Year 3, which ran from April 2021 through January 2022 — a period of approximately 10 months. Is that correct?"
• "On an annualized basis, that's approximately $43.8 million — which actually exceeds the Annual Contract Value of $43.2 million. Is that correct?"
• "If Stonefield tendered approximately $43.8 million in freight on an annualized basis, can you explain how Stonefield's tendered volume was insufficient?"
• "More fundamentally, Ms. Milescu, how would a reduction in Stonefield's tendered volume cause VTS's on-time pickup percentage to decrease? If Stonefield tendered less freight, VTS had fewer shipments to handle. Shouldn't VTS's performance percentages have improved, not deteriorated?"
• "Isn't it true that the primary cause of VTS's Q4 2021 SLO failures was the redeployment of 85 tractors and associated drivers to the Northwind account?"
The logical challenge is important and should be pressed: percentage-based SLOs measure performance as a proportion of total shipments handled. If VTS was handling fewer shipments (because of lower Stonefield volume), the denominator would be smaller, making it easier — not harder — to hit the percentage-based thresholds. The only way performance percentages can decline when volume declines is if operational capacity is simultaneously being stripped away, which is exactly what happened.
E. Topic 5: Cure Period Activities (January 18 – February 17, 2022)
This topic addresses VTS's actions — or inaction — during the 30-day cure period. The purpose is to establish that VTS's cure efforts were inadequate and that the material breaches identified in the Cure Notice remained uncured as of February 17, 2022.
Suggested Questions:
• "You received the Cure Notice from Raymond Hess on or about January 18, 2022, correct?"
• "You understood that the Cure Notice invoked Section 13.1(a) of the TSA and commenced a 30-calendar-day cure period, correct?"
• "You understood that the cure deadline was February 17, 2022?"
• "The Cure Notice identified specific performance metrics that fell below the SLO thresholds. Do you recall what they were?"
• "What specific steps did VTS take during those 30 days to cure the identified breaches?"
• "Let me be more specific. Were any of the 85 tractors that had been redeployed to Northwind returned to SLG-dedicated service during the cure period?"
• "If not, why not?"
• "Was the Northwind contract prioritized over VTS's obligation to cure the breaches identified in the Cure Notice?"
• "Did VTS hire additional drivers during the cure period?"
• "Did VTS lease or acquire additional tractors during the cure period to bring its fleet availability on SLG-dedicated lanes back to the committed level of 400 tractors?"
• "Did VTS invoke Section 7.4 of the TSA to arrange substitute equipment or surge capacity for the SLG account?"
• "Was Section 7.4 even considered as an option during the cure period?"
• "What were VTS's performance metrics for January 2022? Did VTS's on-time pickup rate return to 95%?"
• "What were VTS's performance metrics for February 2022? Did VTS's tender acceptance rate return to 90%?"
• "I'm going to show you performance data from Stonefield's carrier management system showing that VTS's performance metrics remained materially below SLO thresholds through the end of February 2022. Do you dispute this data?"