PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166
Matter No.: 1012-00005
Date: July 3, 2023
To: Patrick Gallagher, Lead Associate, Litigation (General)
From: Simone Laroche, Working Associate, Litigation (General)
Re: Deposition Preparation Memorandum — Derek Pruitt, VP, Business Development, Vantor Holdings Corp.
Case: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
Deposition Date: July 10, 2023
Deposition Location: Offices of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, NY 10166 (or as otherwise agreed with Caldwell Royce & Shapiro LLP)
Estimated Duration: Up to 7 hours (per FRCP 30(d)(1))
Examining Attorney: Patrick Gallagher
Court Reporter: TBD
Defending Counsel (anticipated): Jason Whitford, Senior Associate, or Alina Petrov, Associate, Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, NY 10006
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I. PURPOSE AND OBJECTIVES OF THE DEPOSITION
A. Overview of Derek Pruitt's Role
Derek Pruitt currently serves as Vice President, Business Development at Vantor Holdings Corp. ("Vantor"), the parent entity that is the sole member of Vantor Transport Services LLC ("VTS"), the operating subsidiary that was the counterparty to the Transportation Services Agreement ("TSA") with Stonefield Logistics Group Inc. ("Stonefield" or "SLG"). Throughout the period relevant to this litigation, Pruitt functioned as the primary relationship manager between Vantor/VTS and Stonefield, overseeing the day-to-day commercial aspects of the contractual relationship from the Vantor side.
By virtue of his position as the principal commercial liaison, Pruitt was uniquely situated to acquire firsthand knowledge of VTS's operational performance under the TSA, including its compliance with, and departures from, the contractually defined Service Level Obligations ("SLOs"). He was also positioned to have detailed knowledge of Stonefield's volume tenders, the frequency and content of communications regarding service failures, the cure notice and response process leading up to the March 4, 2022 termination, and any post-termination mitigation efforts that Vantor/VTS may or may not have undertaken.
The documentary record confirms that Pruitt authored or was copied on numerous communications with Stonefield personnel throughout the relevant period. His principal Stonefield counterpart was Janet Kirkwood, Vice President, Carrier Relations at Stonefield. Pruitt also communicated with Raymond Hess, Director of Contract Compliance at Stonefield, particularly with respect to performance metrics and the cure process. Pruitt's communications with these individuals, as well as his internal communications with Sandra Milescu (COO of Vantor) and Nikolai Vantorovich (CEO and Founder of Vantor), form a critical part of the evidentiary record in this matter.
B. Primary Deposition Objectives
The deposition of Derek Pruitt is designed to accomplish the following eight primary objectives, each of which is essential to Stonefield's defense and its affirmative case on summary judgment:
1. Establish Vantor's knowledge of SLO failures. We seek to elicit clear, unambiguous testimony confirming that Vantor/VTS was contemporaneously aware of its own service level deficiencies during the fourth quarter of 2021. The performance data, which has been largely admitted through Vantor's responses to Stonefield's Requests for Admissions, demonstrates that VTS fell materially below every SLO threshold during this period. Specifically, VTS's on-time pickup rate was 78.2% against a 95% SLO; its on-time delivery rate was 81.6% against a 93% SLO; its tender acceptance rate was 71.4% against a 90% SLO; its equipment availability was approximately 62% against an 85% SLO (approximately 248 tractors available versus 400 committed); and its cargo claims ratio was 1.07% against a maximum allowable threshold of 0.5%, reflecting sixteen claims in November and December 2021 totaling $387,400. Pruitt's acknowledgment that Vantor/VTS was aware of these failures — particularly in advance of the formal Cure Notice — will be critical to establishing that VTS's breaches were knowing and material.
2. Establish failure to cure. The second objective is to pin down, with specificity, what steps VTS actually took to remediate the identified breaches during the contractual thirty-day cure period running from January 18, 2022 (the date of Stonefield's Cure Notice) through February 17, 2022 (the cure deadline). Pruitt authored the February 14, 2022 response letter on behalf of VTS, in which he asserted that VTS had "substantially cured" the deficiencies. We need to test the factual basis for that assertion by probing what concrete operational improvements were implemented, whether any of the five SLO metrics were brought back to threshold levels during the cure period, and what Pruitt's understanding of "substantial cure" means in context. If, as we believe, none of the metrics reached compliance levels, the "substantial cure" assertion is unsupported.
3. Explore the fleet redeployment decision. A central element of Stonefield's defense is the evidence — obtained through court-ordered supplemental production — that VTS unilaterally reassigned approximately 85 tractors from SLG-dedicated lanes to other accounts, principally the Northwind Distribution Co. account, in October 2021. This decision is documented in Sandra Milescu's email to Nikolai Vantorovich dated November 12, 2021 (Bates No. VHC-008417), in which Milescu stated, "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January." We must determine the extent of Pruitt's knowledge of and involvement in this decision, whether he was copied on or otherwise made aware of the Milescu communication, and whether the decision was disclosed to Stonefield at any point prior to the commencement of this litigation.
4. Undermine Vantor's volume shortfall defense. Vantor has argued throughout this litigation that Stonefield's failure to tender the Annual Committed Volume ("ACV") of $43.2 million contributed to or caused VTS's performance failures. This defense must be dismantled. We need to establish through Pruitt's testimony that VTS's performance failures preceded and were independent of any alleged volume shortfall by Stonefield. Pruitt should be tested on his knowledge of Stonefield's invocation of the force majeure provision (Section 12.1 of the TSA) for the period of April through September 2020, Stonefield's actual CY2 tenders of $31.8 million (which exceeded the adjusted ACV of $21.6 million after accounting for the force majeure period), and the prorated CY3 figures that demonstrate Stonefield was tracking at or above its prorated commitment at the time of termination.
5. Expose failure to mitigate. We must probe what efforts, if any, Vantor/VTS undertook after the March 4, 2022 termination to find replacement freight volume. This line of inquiry is particularly important given Vantor's evasive responses to Interrogatory No. 14 regarding mitigation. The freight market in Q1 through Q2 of 2022 was demonstrably robust, with spot rates elevated approximately 35% above historical averages — conditions highly favorable for an asset-based carrier seeking to fill available capacity. If, as we anticipate, Vantor made no meaningful attempt to replace the Stonefield volume, its failure to mitigate will serve as a significant limitation on its damages recovery.
6. Explore Vantor's damages claims. We need to test Pruitt's understanding of the $95.4 million damages demand, with particular focus on the lost profits component of $18.7 million (which is based on a claimed 12% operating margin that may be significantly inflated relative to VTS's actual performance on the SLG account) and the stranded assets claim of $5.2 million (which is undermined by the evidence that VTS had already redeployed 85 tractors to the Northwind account before termination).
7. Establish communications record regarding pretextual termination allegation. Vantor's Amended Complaint alleges that Stonefield's termination of the TSA was pretextual — that is, that Stonefield terminated the contract not because of genuine performance failures but to avoid paying increased rates under the April 2022 rate adjustment (a 14.3% increase from $2.87 per mile to $3.28 per mile, which would have added approximately $6.2 million in annual transportation costs). We must determine what factual basis, if any, Pruitt has for this allegation, including any specific communications with Stonefield personnel in which the rate adjustment was referenced in connection with the termination decision.
8. Lock in testimony for summary judgment. The overarching objective is to obtain admissions and testimony that can be cited in support of Stonefield's anticipated motion for summary judgment on the issue of valid termination for Cause under Section 13.1 of the TSA, and to oppose Vantor's damages claims. Pruitt's testimony, combined with the documentary record, should establish that VTS's breaches were material, that VTS failed to cure within the contractual period, that the termination was valid, that Vantor failed to mitigate, and that the damages demand is inflated.
II. BACKGROUND ON THE WITNESS
A. Professional Background
Derek Pruitt holds the title of Vice President, Business Development at Vantor Holdings Corp. Based on Vantor's interrogatory responses, Pruitt has been employed by Vantor since approximately 2016, giving him roughly seven years of tenure with the company as of the date of this memorandum. Within Vantor's organizational structure, Pruitt reports to Sandra Milescu, the Chief Operating Officer, and in certain matters reports directly to Nikolai Vantorovich, the Chief Executive Officer and Founder. This dual-reporting relationship places Pruitt at the intersection of commercial strategy and operations — a position from which he would have had visibility into both the business rationale for key decisions (such as fleet allocation) and their operational consequences.
Pruitt's responsibilities at Vantor encompass managing key customer relationships, with the Stonefield account being among the most significant in terms of revenue and strategic importance. The TSA represented an annual committed volume of $43.2 million, making it one of VTS's largest single-customer contracts and a substantial portion of Vantor's overall revenue (VTS's total revenue was approximately $385 million in FY 2021). Pruitt was the signatory on behalf of VTS on certain schedules and amendments to the TSA, further confirming his centrality to the contractual relationship.
B. Pruitt's Involvement in Key Events
The following summarizes Pruitt's involvement in the events that are most relevant to the lines of questioning proposed below:
TSA Negotiations (2018–2019). Pruitt participated in the negotiation of the TSA alongside Sandra Milescu and Nikolai Vantorovich on the Vantor/VTS side. The Stonefield side was represented principally by Janet Kirkwood, with commercial terms drafted by Stonefield's outside counsel at Ashford Meridian LLP (Lorraine Beckwith, Partner). The TSA was executed on March 15, 2019, with a commencement date of April 1, 2019, and a five-year term running through March 31, 2024. Pruitt's participation in the negotiations is relevant to his understanding of the SLO thresholds, the termination-for-cause provisions, the liquidated damages formula, and the exclusivity provisions — all of which are central to the disputed issues in this litigation.
Day-to-Day Relationship Management. Following execution of the TSA, Pruitt served as the primary point of contact between VTS and Stonefield for day-to-day operational matters and periodic business reviews. His principal counterpart at Stonefield was Janet Kirkwood. This relationship is significant because it means Pruitt would have been among the first at Vantor/VTS to learn of Stonefield's concerns about service quality, and his communications with Kirkwood constitute a key part of the documentary record.
February 14, 2022 Cure Response. Pruitt authored the letter dated February 14, 2022 (Bates No. VHC-012847), which constituted VTS's formal response to Stonefield's Cure Notice. The letter was addressed to Janet Kirkwood and acknowledged "operational challenges" while asserting that those challenges were attributable to three external causes: (i) a nationwide driver shortage, (ii) Stonefield's failure to tender ACV minimum volumes, and (iii) Stonefield's instructions to divert volume to lower-cost spot market carriers. Critically, the letter asserted that VTS had "substantially cured" the deficiencies identified in the Cure Notice — an assertion that we intend to test extensively. The letter also disputed the cargo claims data cited in the Cure Notice. This letter is a key document for the deposition, as it represents Pruitt's own contemporaneous characterization of VTS's position.
Pre-Litigation Executive Negotiation Sessions. Pruitt participated in the pre-litigation negotiation process contemplated by Section 16 of the TSA. He attended the in-person meeting on May 16, 2022, at which Marcus Denton (Stonefield's CEO) and Nikolai Vantorovich were the principal executives, with Pruitt present in a support role. Pruitt also participated in the telephonic session on June 3, 2022. These sessions did not result in a resolution, and Vantor subsequently commenced this action.
C. Information from Vantor's discovery Responses
Vantor designated Pruitt as the person most knowledgeable regarding business development, customer relationships, and the Stonefield account in its response to Stonefield's Interrogatory No. 3. This designation is significant because it means Pruitt is expected to have the most comprehensive knowledge of any Vantor witness on these topics, and it forecloses any attempt by Vantor to argue at trial that Pruitt lacked sufficient personal knowledge to testify about the SLG relationship.
Additionally, Pruitt was identified in Vantor's Interrogatory Response No. 14 as having knowledge relevant to Vantor's post-termination mitigation efforts. However, that response was evasive and incomplete, providing only boilerplate language about "reasonable efforts to mitigate" without identifying any specific actions taken. The response is the subject of a pending supplementation demand from Stonefield, and Pruitt's deposition testimony may provide the substantive detail that Vantor's written discovery responses have failed to supply. Any evasiveness on this topic during the deposition should be noted for potential use in a motion to compel supplementation.
III. KEY DOCUMENTS FOR EXAMINATION
The following documents should be assembled, pre-marked as exhibits, and included in the deposition binders. They are organized by category and are referenced by Bates number where available. For each document, I have identified the specific areas of focus and the purpose for which the document will be used during the examination.
A. TSA and Related Contract Documents
1. Transportation Services Agreement (SLG-VTS-2019-0315), dated March 15, 2019. The TSA is the foundational contract document and should be available in its entirety, with the following provisions specifically flagged for use during the deposition:
• Section 5.3 (Rate Adjustment Mechanism) — Provides for periodic rate adjustments based on a blended index consisting of 70% diesel fuel index and 30% CPI-U. This provision is relevant to the pretext allegation, as it was the mechanism that would have triggered the April 2022 rate increase from $2.87 per mile to $3.28 per mile (a 14.3% increase).
• Section 7.4 (Substitute Equipment / Surge Capacity Obligations) — Requires VTS to provide substitute equipment or surge capacity in the event of shortfalls in available fleet. Stonefield's Cure Notice specifically cited chronic failure to comply with this provision. We need Pruitt to address whether VTS ever provided substitute equipment or surge capacity.
• Section 12.1 (Force Majeure) — Relevant to Stonefield's invocation of force majeure for the COVID-19 period (April through September 2020) and the resulting adjustment to ACV for Contract Year 2.
• Section 13.1 (Termination for Cause) — Defines "Cause" as including material breach uncured for thirty days following written notice. This is the provision under which Stonefield terminated the TSA. Pruitt must be examined on his understanding of this provision and whether he believed the conditions for termination were satisfied.
• Section 13.2 (Cure Notice Requirements) — Requires that the Cure Notice identify the breach with "reasonable particularity." We need to test whether Pruitt considered the Stonefield Cure Notice to be sufficiently specific under this standard.
• Section 14.2 (Liquidated Damages) — Provides a formula of 75% × ACV × remaining years for liquidated damages upon certain termination events. Vantor's damages demand relies heavily on this provision. We need to explore Pruitt's understanding of the provision and whether it was intended to apply in the event of a valid termination for Cause.
• Section 15.1 (Consequential Damages Waiver) — Contains a mutual waiver of consequential damages. This provision is relevant to the enforceability and scope of the lost profits component of Vantor's damages claim.
• Schedule B (Rate Schedule by Lane) — Contains the per-mile and per-load rates for each lane served under the TSA.
• Schedule C (Exclusivity Provisions) — Identifies the fourteen "Primary Lanes" subject to exclusivity under Section 2(a), and provides that "Secondary Lanes" are not subject to exclusivity under Section 2(b). This distinction is critical to rebutting Vantor's claim that Stonefield improperly diverted volume to alternative carriers such as Cascade Freight Systems Inc. and Briarwood Trucking Co., both of which operated on Secondary Lanes.
• TSA Appendix (Service Level Obligations) — Defines the five SLO metrics and their respective thresholds: on-time pickup (95%), on-time delivery (93%), tender acceptance (90%), equipment availability (85%), and cargo claims ratio (≤0.5%).
2. Annual Committed Volume. The ACV under the TSA was $43.2 million per year, with a total five-year commitment of $216 million (covering the period from April 1, 2019 through March 31, 2024). This figure is central to multiple lines of inquiry, including the volume shortfall defense, the liquidated damages calculation, and the prorated ACV analysis for CY3.
B. Cure Notice and Response
3. Stonefield Cure Notice, dated January 18, 2022 (Bates No. SLG-003214). This notice was sent by Raymond Hess, Director of Contract Compliance at Stonefield, to Sandra Milescu, COO of Vantor. The Cure Notice identifies specific SLO failures in Q4 2021 with the following metrics:
• On-time pickup: 78.2% (versus 95% SLO threshold — a shortfall of 16.8 percentage points)
• On-time delivery: 81.6% (versus 93% SLO threshold — a shortfall of 11.4 percentage points)
• Tender acceptance: 71.4% (versus 90% SLO threshold — a shortfall of 18.6 percentage points)
• Equipment availability: 62% of committed fleet (versus 85% SLO threshold — approximately 248 tractors available versus 400 committed, a shortfall of 23 percentage points)
• Cargo claims ratio: 1.07% (versus ≤0.5% SLO threshold — more than double the permitted rate), reflecting 16 claims in November through December 2021 totaling $387,400 in claimed damages
• Chronic failure to provide substitute equipment or surge capacity as required under Section 7.4 of the TSA
The Cure Notice triggered the thirty-day cure period under Section 13.1, running from January 18, 2022 through February 17, 2022.
4. Vantor Response to Cure Notice, dated February 14, 2022 (Bates No. VHC-012847). This letter was authored by Derek Pruitt and addressed to Janet Kirkwood at Stonefield. As described in Section II.B above, the letter acknowledged "operational challenges" but asserted that those challenges were attributable to external causes and claimed that VTS had "substantially cured" the deficiencies. The letter also disputed the cargo claims data cited in the Cure Notice. This document is of particular importance because it is Pruitt's own written work product, and each assertion in the letter should be tested against the underlying facts during the deposition.
5. Stonefield Termination Letter, dated March 4, 2022 (Bates No. SLG-003318). Sent by Tobias Wren, General Counsel of Stonefield Logistics Group Inc., to Vantor Holdings Corp. and VTS, this letter states that VTS failed to cure the material breaches identified in the Cure Notice within the thirty-day cure period and terminates the TSA effective immediately pursuant to Section 13.1(a). The termination letter is the document that precipitated this litigation, and Pruitt's reaction to it and his assessment of its validity at the time are relevant areas of inquiry.
C. Internal Vantor Communications (From Vantor's Document Production)
6. Milescu-to-Vantorovich Email, dated November 12, 2021 (Bates No. VHC-008417). This is arguably the single most important document in the case from the perspective of Stonefield's defense. In this email, Sandra Milescu wrote to Nikolai Vantorovich: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January." The email establishes that VTS made a deliberate, undisclosed decision to divert committed fleet capacity away from Stonefield's dedicated lanes, and that VTS anticipated — and arguably intended — that Stonefield would discover the redeployment for several months. The language "SLG won't notice until January" strongly suggests intentional concealment of a material breach.
We must determine through Pruitt's testimony whether he was copied on this email, whether Milescu or Vantorovich discussed the decision with him before or after it was made, and when Pruitt first became aware that 85 tractors had been reassigned. If Pruitt claims ignorance, the claim must be tested against the fact that he was the primary relationship manager for the SLG account and would have been among the first to observe (or be asked about) capacity shortfalls.
7. VTS Fleet Redeployment Records (Bates Nos. VHC-029001 through VHC-033218). These documents, obtained through the court-ordered supplemental production compelled by Judge Garza's June 9, 2023 order, show that VTS redirected 85 tractors to the Northwind Distribution Co. account beginning in October 2021. The records include fleet assignment logs, driver reassignment notices, and internal dispatch memoranda documenting the transfer of specific tractor units from SLG-dedicated lanes to Northwind routes. These documents provide the factual foundation for the argument that VTS's equipment availability failure (62% of committed fleet) was a self-inflicted wound rather than the result of external market conditions.
8. Pruitt Internal Emails to Milescu and Vantorovich. All communications from Pruitt during Q3 and Q4 of 2021 regarding VTS's capacity issues on the SLG account should be reviewed and potentially used during the deposition. The Vantor document production should be reviewed to identify specific emails in which Pruitt raised, discussed, or was informed about fleet capacity reductions on the SLG account. Any such documents would be critical for establishing that Pruitt was aware of the fleet capacity problems in real time, even if he was not directly involved in the decision to reassign tractors.
9. VTS Q4 2021 Performance Report (Bates No. VHC-005932). This internal VTS document contains VTS's own tabulation of its performance metrics for Q4 2021, showing actual metrics materially below SLO thresholds across all five categories. The report is significant because it demonstrates that VTS had its own internal documentation of its performance failures — independent of and consistent with the data cited in Stonefield's Cure Notice. Pruitt should be asked whether he reviewed or contributed to this report, and whether its contents were discussed at any internal management meetings.
D. Stonefield Internal Communications (for Impeachment / Context)
10. Kirkwood-to-Medina Email, dated September 22, 2021 (Bates No. SLG-018742). In this email, Janet Kirkwood wrote to Carlos Medina, Stonefield's Director of Transportation: "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."
This email requires careful handling. It is a Stonefield internal communication, and it should not be introduced proactively at Pruitt's deposition. It is likely that Vantor will attempt to use this email at trial to argue that Stonefield was planning to terminate the contract regardless of VTS's performance and was already diverting volume to alternative carriers. However, the email is actually consistent with Stonefield's defense: it shows that Stonefield was responding to VTS's performance failures ("VTS is a mess") and that the lanes on which Stonefield used Cascade and Briarwood (Lanes 8–14) are classified as Secondary Lanes under Schedule C, Section 2(b), and are not subject to exclusivity. The email should be used only if Pruitt affirmatively references Stonefield volume diversion or if the email is raised by defending counsel, in which case our response is already prepared.
11. Rate Adjustment Memo, dated February 2022 (Bates No. SLG-022105). This internal Stonefield document, prepared by Ashford Meridian LLP, analyzes the anticipated April 2022 rate adjustment under Section 5.3 of the TSA. The analysis shows that the rate adjustment mechanism would have increased per-mile rates from $2.87 to $3.28, a 14.3% increase, adding approximately $6.2 million in annual transportation costs to Stonefield. While this memo is relevant to the pretext allegation, it should be used cautiously. We need to determine what, if anything, Pruitt knew about Stonefield's internal analysis of the rate adjustment and whether any Stonefield personnel communicated concerns about the rate increase to Pruitt or anyone else at Vantor/VTS.
E. Vantor Volume and Financial Documents
12. Stonefield Tender Data — CY1 through CY3. The following records detail Stonefield's actual volume tenders by contract year, and they are essential to rebutting Vantor's volume shortfall defense:
• CY1 (April 2019 – March 2020): Stonefield's tenders were at or above the ACV of $43.2 million. This period is largely undisputed and demonstrates that Stonefield was a compliant contracting party during the first full year of the TSA.
• CY2 (April 2020 – March 2021): Actual tenders totaled $31.8 million. However, Stonefield invoked the force majeure provision under Section 12.1 for the period of April through September 2020 due to the COVID-19 pandemic, which materially disrupted freight demand across the industry. The adjusted ACV for CY2, accounting for the six-month force majeure period, is $21.6 million (i.e., half of the full-year ACV of $43.2 million). Stonefield's actual tenders of $31.8 million exceeded the adjusted ACV by $10.2 million — a significant overage, not a shortfall.
• CY3 (April 2021 – January 2022, partial year due to termination): Actual tenders totaled $36.5 million. Vantor claims that this figure represents a shortfall of $6.7 million against the full-year ACV of $43.2 million. However, CY3 was only ten months complete at the time of termination. The prorated ACV for ten months is $36.0 million ($43.2 million × 10/12). Thus, Stonefield's actual tenders of $36.5 million exceeded the prorated ACV by $500,000.
This analysis demonstrates that Stonefield met or exceeded its volume commitments in every contract year when properly adjusted for the force majeure period and the early termination. Pruitt's knowledge of these figures, and whether he was computing shortfall figures against the incorrect baseline (full-year ACV for a partial year), must be tested.
13. Vantor FY 2021 and FY 2022 Financial Data. 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. The SLG contract's ACV was $43.2 million, meaning the revenue decline exceeds the value of the SLG contract by approximately $31.8 million. This discrepancy suggests that a significant portion of Vantor's revenue decline was attributable to factors other than the SLG termination — most likely broader market conditions and the freight market correction that began in mid-2022. Pruitt should be examined on his understanding of the causes of the revenue decline and whether he can isolate the portion attributable specifically to the SLG termination from the portion attributable to other market factors.
F. Post-Termination / Mitigation Documents
14. Any Vantor documents related to efforts to replace SLG volume post-March 2022. Vantor's evasive responses to Interrogatory No. 14 regarding mitigation efforts are a central concern. The document production should be reviewed for any evidence of outreach to potential new customers, engagement of freight brokers, participation in industry events, responses to shipper RFPs, or other affirmative steps to find replacement freight volume. The absence of such documents is itself powerful evidence of a failure to mitigate and should be established through Pruitt's testimony.
15. Freight market data for Q1–Q2 2022. Market data (which may be sourced from publicly available indices such as DAT and Truckstop or from our expert's report) should be available for reference during the deposition. The data shows that spot rates in Q1 and Q2 of 2022 were elevated approximately 35% above historical averages, reflecting continued post-pandemic supply chain disruptions and strong freight demand. This was an exceptionally favorable market environment for asset-based carriers seeking to fill available capacity, making Vantor's failure to mitigate particularly significant.
16. Vantor's claimed stranded assets ($5.2 million). Documents regarding tractors and trailers that Vantor claims were acquired specifically for the SLG contract should be assembled, along with relevant depreciation schedules and lease termination records. This claim is directly undermined by the evidence that VTS had already redeployed 85 tractors from SLG-dedicated lanes to the Northwind account before the termination. If those 85 tractors were part of the "stranded assets" claimed, the stranded assets figure is inflated. If they were not part of the claimed stranded assets, then VTS's committed fleet for SLG was even smaller than 400 tractors to begin with.
17. Vantor workforce reduction records ($2.87 million). Vantor claims $2.87 million in severance and unemployment costs associated with the termination of approximately 180 drivers and support staff following the March 4, 2022 termination. Documents relevant to the timing, scope, and circumstances of these terminations should be available for reference. Key questions include when the layoffs occurred relative to the termination date, whether any of the affected employees were offered reassignment to other VTS accounts (including the Northwind account), and whether the layoffs reflected only the SLG termination or also broader workforce reductions.
G. Damages-Related Documents
18. Vantor Demand Letter, dated April 8, 2022. This letter, which contained the $95.4 million damages demand, was sent by Harrison Caldwell of Caldwell Royce & Shapiro LLP on behalf of Vantor. We need to determine the extent of Pruitt's involvement in formulating the demand amount, whether he provided underlying data or assumptions to Vantor's counsel, and whether he reviewed or approved the demand letter before it was sent.
19. Trask Greystone Expert Report, served May 15, 2023. The expert report prepared by Dr. Philip Trask of Trask Greystone & Associates sets forth a damages analysis totaling $95.4 million, broken down as follows:
• Liquidated damages: $67.23 million ($64.8 million for two full remaining years plus $2.43 million for the partial year — computed as 75% × $43.2 million ACV × 2.0 years, plus prorated)
• Lost profits: $18.7 million (based on a claimed 12% operating margin on SLG freight over the remaining contract term)
• Stranded assets: $5.2 million (tractors and trailers allegedly acquired for the SLG contract)
• Workforce reduction costs: $2.87 million (severance and unemployment for approximately 180 employees)
• Mitigation costs: $1.4 million (claimed costs of efforts to find replacement business)
Pruitt should be examined on whether he provided input to Dr. Trask or to Vantor's counsel for purposes of the damages calculation, his understanding of the 12% operating margin assumption (and whether it is consistent with VTS's actual profitability on the SLG account), and whether he recognizes the potential for double recovery between the liquidated damages and lost profits components.
IV. PROPOSED LINES OF QUESTIONING — TOPIC-BY-TOPIC OUTLINE
The following sets forth proposed lines of questioning organized by topic, with estimated time allocations. The total estimated time for substantive examination is approximately four and a half to five and a half hours, leaving a buffer of approximately one and a half to two and a half hours for follow-up, unexpected areas of inquiry, and any breaks required under FRCP 30(d)(1). I recommend allocating the bulk of deposition time — approximately three and a half to four hours — to Sections C, D, E, and H (VTS performance, fleet redeployment, volume shortfall, and mitigation), as these areas are most critical for summary judgment.
A. Preliminary / Background (Estimated: 15–20 minutes)
This section establishes the foundation for the remainder of the deposition. The goal is to establish Pruitt's bona fides, his organizational position, and the scope of his knowledge, while also locking in basic facts about Vantor's corporate structure and VTS's operations that may be relevant to later lines of questioning.
Proposed questions and areas of inquiry:
1. Confirm Pruitt's current title (Vice President, Business Development), his reporting structure (reports to Sandra Milescu, COO, and/or Nikolai Vantorovich, CEO and Founder), and his approximate tenure at Vantor (since approximately 2016).
2. Establish a general description of Vantor Holdings Corp. and the relationship between Vantor Holdings Corp. and Vantor Transport Services LLC. VTS is the wholly owned operating subsidiary of Vantor Holdings Corp.; Vantor Holdings Corp. is the sole member of VTS. VTS is the entity that actually performed transportation services under the TSA and was a signatory counterparty to the agreement alongside Stonefield. Understanding the corporate distinction is important both for standing purposes and for determining who made key operational decisions.
3. Describe VTS's business in broad terms: VTS is an asset-based and asset-light trucking company that also provides warehousing and regional distribution services. At the time of the events at issue, VTS operated a fleet of approximately 650 owned tractors and 2,100 trailers, with operations concentrated primarily in the Northeast and Mid-Atlantic corridors. VTS employed approximately 1,900 people, including approximately 1,200 drivers.
4. Establish Pruitt's specific role in managing customer relationships, with particular emphasis on his role as the primary relationship manager for the Stonefield account. How many other accounts did Pruitt manage concurrently? How much of his time was devoted to the Stonefield relationship? Did he have direct reports who assisted with the SLG account?
5. Identify Pruitt's superiors, peers, and subordinates who were relevant to the SLG account. In particular, identify the key personnel at VTS who had operational responsibilities for the SLG-dedicated fleet, dispatching, and driver management. This information will be useful for identifying any additional witnesses whose depositions may be warranted.
B. The TSA and the Stonefield Relationship (Estimated: 30–40 minutes)
This section establishes Pruitt's understanding of the contractual framework and the commercial terms that govern the parties' dispute. The goal is to confirm that Pruitt was intimately familiar with the TSA's key provisions — particularly the SLO thresholds, the termination-for-cause mechanism, and the liquidated damages formula — and to establish that VTS voluntarily agreed to these terms with full awareness of the performance standards they required.
Proposed questions and areas of inquiry:
1. Walk through Pruitt's role in negotiating the TSA. The TSA was executed on March 15, 2019, with a commencement date of April 1, 2019. Who else was involved from the Vantor/VTS side of the negotiations? Confirm the involvement of Sandra Milescu and Nikolai Vantorovich. Who from Stonefield participated? Confirm the involvement of Janet Kirkwood and identify any other Stonefield personnel. Confirm that Stonefield's commercial terms were drafted by Ashford Meridian LLP (Lorraine Beckwith, Partner). How long did the negotiations take? Were there multiple rounds of drafts? Were the SLO thresholds specifically negotiated, or were they proposed by one side and accepted by the other?
2. Walk through the key commercial terms of the TSA, testing Pruitt's understanding of each:
• Term: Five years, from April 1, 2019 through March 31, 2024.
• Annual Committed Volume: $43.2 million per year, with a total commitment of $216 million over the five-year term. Was the ACV a floor, a ceiling, or a target? What was Pruitt's understanding of Stonefield's obligations if it failed to meet the ACV in a given year?
• Scope of Services: Dedicated and on-demand truckload services across Northeast, Mid-Atlantic, and Southeast lanes. What did "dedicated" mean in the context of this contract? Were specific tractors assigned to specific lanes?
• Committed Fleet: 400 tractors and 1,200 trailers. Was VTS required to maintain 400 tractors available to Stonefield at all times? How was "availability" defined and measured?
• Service Level Obligations: Confirm Pruitt's understanding of all five SLO metrics and their respective thresholds — on-time pickup (95%), on-time delivery (93%), tender acceptance (90%), equipment availability (85%), and cargo claims ratio (≤0.5%). Does Pruitt recall whether VTS proposed these thresholds or whether Stonefield did? Did VTS consider them achievable at the time the TSA was executed?
• Liquidated Damages (Section 14.2): Formula of 75% × ACV × remaining years. Was this provision specifically negotiated? Does Pruitt recall any discussion about whether the liquidated damages formula represented a reasonable estimate of anticipated harm?
• Termination for Cause (Section 13.1): Material breach uncured for thirty days after written notice. Does Pruitt understand what constitutes a "material breach" under the TSA?
• Exclusivity (Schedule C): Fourteen Primary Lanes subject to exclusivity under Section 2(a); Secondary Lanes not subject to exclusivity under Section 2(b). Can Pruitt identify the fourteen Primary Lanes? Does he understand the distinction between Primary and Secondary Lanes for purposes of the exclusivity obligation?
3. Why did VTS agree to the SLO thresholds? Were they based on VTS's historical performance? Were they considered industry-standard for an asset-based carrier of VTS's size? Did VTS conduct any internal analysis of its ability to meet the SLO thresholds before agreeing to them?
4. Establish the frequency and nature of business reviews or performance meetings between Pruitt and Kirkwood during the course of the TSA. Were there quarterly business reviews? Monthly performance calls? Were performance metrics reviewed at these meetings? Were meeting minutes or notes maintained? Establish that Pruitt was regularly apprised of VTS's performance against the SLO thresholds, not just in Q4 2021 but throughout the contract term.
C. VTS Performance Deterioration in 2021 (Estimated: 45–60 minutes)
This is one of the most critical sections of the deposition. The goal is to establish a detailed timeline of when and how VTS's performance declined, what Pruitt knew about the decline and when he knew it, and what actions (if any) VTS took to address the deterioration before Stonefield issued its Cure Notice. This section lays the groundwork for the fleet redeployment discussion (Section D) by establishing that Pruitt was aware of capacity problems on the SLG account.
Proposed questions and areas of inquiry:
1. When did Pruitt first become aware that VTS was falling below SLO thresholds? This is a foundational question. The goal is to establish that VTS's performance problems did not emerge suddenly in Q4 2021 but rather developed over a period of months. Probe whether there were warning signs in Q2 or Q3 of 2021. Were there complaints from Stonefield prior to the formal Cure Notice? Did Pruitt observe declining metrics on internal dashboards or in periodic performance reports? Were there internal discussions at Vantor/VTS about capacity constraints on the SLG account?
2. On-time pickup rate. VTS's on-time pickup rate in Q4 2021 was 78.2%, against an SLO threshold of 95%. This represents a shortfall of 16.8 percentage points — not a marginal miss but a dramatic underperformance. When did Pruitt first become aware that the on-time pickup rate was declining? What steps, if any, did he take to address it? Did he raise the issue with Milescu or Vantorovich? Did he communicate with Kirkwood about it? Was the pickup rate declining in Q3 2021 as well, or was the Q4 deterioration sudden?
3. On-time delivery rate. VTS's on-time delivery rate in Q4 2021 was 81.6%, against an SLO threshold of 93% — a shortfall of 11.4 percentage points. The same line of questioning applies: when did Pruitt learn of the decline, what did he do, and was the deterioration gradual or sudden?
4. Tender acceptance rate. VTS's tender acceptance rate in Q4 2021 was 71.4%, against an SLO threshold of 90% — a shortfall of 18.6 percentage points. This means VTS was rejecting nearly thirty percent of Stonefield's tenders. This metric is particularly significant because tender rejections are a direct reflection of fleet capacity constraints. If VTS did not have enough tractors available to accept Stonefield's tenders, that is strong circumstantial evidence of the fleet redeployment's impact. Why was VTS rejecting such a high percentage of Stonefield's tenders? Was the high rejection rate directly related to the reduction in available fleet capacity? Did Pruitt investigate the causes of the tender rejections?
5. Equipment availability. VTS's equipment availability in Q4 2021 was approximately 62% of its committed fleet — approximately 248 tractors available versus 400 committed. This is the most critical SLO metric for purposes of the fleet redeployment issue. VTS had committed to maintaining 400 tractors available for the SLG account. Only 248 were actually available. Eighty-five tractors had been reassigned to Northwind. The remaining shortfall (from approximately 333 after the Northwind reassignment down to 248) may reflect additional drivers and equipment losses due to the nationwide driver shortage, but the Northwind reassignment alone accounts for a very significant portion of the shortfall. Push hard for Pruitt's knowledge of why only 248 of 400 committed tractors were available. Transition to the fleet redeployment questioning in Section D.
6. Cargo claims. Sixteen claims were filed in November and December 2021, totaling $387,400 in claimed damages, resulting in a cargo claims ratio of 1.07% — more than double the 0.5% SLO threshold. What was Pruitt's awareness of the cargo claims issue? Were the claims investigated? Were any denied? Did Pruitt discuss the claims with Kirkwood or Hess? The February 14, 2022 cure response letter disputed the cargo claims data — on what basis? Were the sixteen claims not legitimate, or was VTS challenging the ratio calculation methodology?
7. Section 7.4 — Substitute equipment and surge capacity obligations. The TSA required VTS to provide substitute equipment or surge capacity in the event of fleet shortfalls. Stonefield's Cure Notice specifically cited chronic failure to comply with this obligation. Did VTS ever provide substitute equipment or surge capacity to Stonefield? If so, when and in what quantities? If not, why not? Did Pruitt take any steps to arrange alternative capacity for Stonefield — for example, by engaging third-party carriers or brokerage services to fill the capacity gap?
8. VTS Q4 2021 Performance Report (Bates No. VHC-005932). Show this document to Pruitt during the deposition. Confirm his familiarity with it. Did he review it when it was prepared? Did he contribute data or analysis to it? Was the report discussed at any management meetings or performance review sessions? Establish that the metrics reflected in VTS's own internal report are consistent with those cited in Stonefield's Cure Notice, demonstrating that VTS's own contemporaneous records confirmed the performance failures.
D. Fleet Redeployment — The 85-Tractor Reassignment (Estimated: 30–45 minutes)
This section addresses the central factual issue that distinguishes VTS's performance failures from those that might be attributed to external market conditions. The reassignment of 85 tractors from SLG-dedicated lanes to the Northwind account was a deliberate, undisclosed business decision by VTS that directly caused or materially contributed to VTS's failure to meet its equipment availability SLO. The goal is to lock in Pruitt's testimony regarding his knowledge of this decision, establish the causal connection between the reassignment and the SLO failures, and characterize the decision as a unilateral, undisclosed material breach of the TSA.
Proposed questions and areas of inquiry:
1. Milescu email of November 12, 2021 (Bates No. VHC-008417). Present this document to Pruitt. Read the key language into the record: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."
• Was Pruitt copied on this email? (Check the header carefully.)
• If he was not copied, when did he first learn of the email's existence? Was it during the course of this litigation, or before?
• Did Sandra Milescu or Nikolai Vantorovich discuss this decision with Pruitt at any time — before, during, or after it was implemented?
• When did Pruitt first learn that 85 tractors had been pulled off SLG-dedicated lanes?
• Was Pruitt involved in the decision-making process that led to the reassignment?
• Did Pruitt approve, endorse, or acquiesce in the reassignment?
• Did Pruitt object or raise concerns about the reassignment's impact on SLG service levels?
2. Northwind Distribution Co. reassignment. The supplemental production documents (Bates Nos. VHC-029001 through VHC-033218) establish that VTS redirected the 85 tractors to the Northwind Distribution Co. account beginning in October 2021.
• Was Pruitt aware of VTS's relationship with Northwind Distribution Co.? Was he involved in managing that account?
• Did anyone at VTS inform Stonefield that tractors were being reassigned from SLG-dedicated lanes to another customer's account?
• If Stonefield was not informed, why not?
• Was the failure to notify Stonefield a deliberate decision? If so, who made that decision?
• Does Pruitt have any explanation for Milescu's statement that "SLG won't notice until January"? Does he agree that this language suggests VTS anticipated Stonefield would eventually discover the reassignment and deliberately chose to conceal it?
• What were the commercial terms of the Northwind engagement? Was the Northwind account more profitable on a per-mile basis than the SLG account?
3. Impact on SLO performance. Establish the causal link between the removal of 85 tractors from SLG-dedicated lanes and the equipment availability collapse. Before the reassignment, VTS had approximately 333 tractors available for the SLG account (400 committed minus approximately 67 lost to other factors such as maintenance and driver attrition). After the reassignment, available tractors fell to approximately 248 — which is exactly the equipment availability level (62% of 400) reported in Q4 2021. The 85-tractor reassignment accounts for the vast majority of the shortfall between the pre-reassignment level and the Q4 actual level.
• Does Pruitt agree that removing 85 tractors from a fleet of approximately 333 would materially impact VTS's ability to meet its equipment availability SLO?
• Does he agree that the equipment availability failure (62% vs. 85% SLO) was a direct consequence, at least in substantial part, of the fleet reassignment?
• Does he agree that the reduced fleet capacity would also have impacted tender acceptance rates, on-time pickup rates, and on-time delivery rates?
4. Was the reassignment "temporary"? In preparation for Sandra Milescu's deposition (currently scheduled for August 4, 2023), we should anticipate that Milescu may characterize the reassignment as a temporary measure intended to address short-term capacity needs on the Northwind account, with the expectation that the tractors would be returned to SLG-dedicated lanes in due course. We need to test whether Pruitt's testimony is consistent with this anticipated characterization:
• Was Pruitt told the reassignment was temporary?
• Were any of the 85 tractors returned to SLG-dedicated lanes before the March 4, 2022 termination?
• If the reassignment was truly temporary, why were the tractors not returned during the thirty-day cure period (January 18 through February 17, 2022), when returning them would have been the single most impactful cure measure available to VTS?
5. Characterize the decision as VTS's unilateral, undisclosed material breach. By the conclusion of this line of questioning, we should have locked in testimony establishing that: (a) VTS made a deliberate decision to reassign 85 tractors from SLG-dedicated lanes to the Northwind account; (b) VTS did not notify Stonefield of this decision; (c) the decision was driven by VTS's own commercial interests, not by any action or omission by Stonefield; (d) the decision directly contributed to VTS's failure to meet its equipment availability SLO and other SLOs; and (e) VTS's own conduct therefore constituted a material breach of the TSA that VTS failed to cure.
E. Vantor's Volume Shortfall Defense — Causation (Estimated: 30–40 minutes)
Vantor's principal defense to the termination is that Stonefield failed to tender the Annual Committed Volume and that this shortfall caused or contributed to VTS's performance failures. This defense must be dismantled. The goal of this section is to establish that (a) Stonefield's actual tender volumes met or exceeded its obligations in every contract year when properly adjusted, (b) the fleet reassignment — not any volume shortfall — was the primary cause of VTS's performance failures, and (c) Vantor's arguments regarding volume diversion to spot market carriers are factually unsupported.
Proposed questions and areas of inquiry:
1. Pruitt's knowledge of Stonefield's actual tender volumes. Walk through each contract year:
• CY1 (April 2019 – March 2020): Does Pruitt agree that Stonefield's tenders were at or above the ACV of $43.2 million during CY1? This period is expected to be undisputed.
• CY2 (April 2020 – March 2021): Does Pruitt acknowledge that Stonefield's actual tenders totaled $31.8 million? Is he aware that this figure includes the six-month force majeure period? Does he accept that the adjusted ACV for CY2, accounting for the force majeure period, is $21.6 million? Does he acknowledge that $31.8 million exceeds $21.6 million by $10.2 million? If he disputes this math, on what basis?
• CY3 (April 2021 – January 2022, partial year): Does Pruitt know that Stonefield's actual tenders during the first ten months of CY3 totaled $36.5 million? Does he understand that CY3 was only ten months complete at the time of termination? Does he agree that the prorated ACV for ten months would be $36.0 million ($43.2 million × 10/12)? Does he acknowledge that $36.5 million exceeds the prorated ACV of $36.0 million?
2. Force majeure — COVID-19. Test Pruitt's knowledge of and position on the force majeure invocation:
• Is Pruitt aware that Stonefield invoked force majeure under Section 12.1 of the TSA for the period of April through September 2020?
• Does he agree that the COVID-19 pandemic materially impacted freight demand across the transportation industry during that period?
• Did VTS dispute the force majeure invocation at the time? If not, why is Vantor now effectively challenging the adjusted ACV by computing CY2 shortfalls against the full-year ACV?
• If adjusted ACV for CY2 is $21.6 million (reflecting the six-month force majeure suspension), and actual tenders were $31.8 million, does Pruitt agree that Stonefield's CY2 tenders exceeded the adjusted minimum by $10.2 million? If not, on what basis does he dispute this calculation?
3. CY3 shortfall allegation. Vantor's Amended Complaint alleges that Stonefield fell $6.7 million short of the ACV in CY3, computed as $43.2 million (full-year ACV) minus $36.5 million (actual tenders through January 2022). This calculation is fundamentally flawed because it compares a partial year of actual performance against a full year of commitments:
• Does Pruitt understand that CY3 was only ten months complete when the TSA was terminated?
• Was Vantor computing the alleged shortfall against the full twelve-month ACV, or against a prorated figure?
• If Vantor was comparing actual tenders for ten months ($36.5 million) against the full twelve-month ACV ($43.2 million), does Pruitt agree that this comparison is misleading?
• The prorated ACV for ten months is $36.0 million. Stonefield's tenders of $36.5 million exceeded the prorated amount. Does Pruitt dispute this?
4. Causation challenge. Even assuming some volume shortfall existed (which we dispute), the critical question is whether that shortfall caused VTS to pull 85 tractors off the SLG account. The evidence demonstrates that it did not — the fleet reassignment was driven by VTS's commercial priorities, specifically its desire to serve the Northwind account:
• The fleet redeployment occurred in October 2021, during a period when Stonefield's CY3 tenders were tracking at or near the prorated ACV.
• If Stonefield's volume had been sufficient to support VTS's fleet commitment, why did VTS reassign the tractors? Was it because of a volume shortfall, or because VTS wanted to serve a different, potentially more profitable, customer?
• Did anyone at VTS communicate to Pruitt that the fleet reassignment was necessitated by Stonefield's alleged volume shortfall? Or was the reassignment driven by VTS's desire to capture the Northwind business?
• Can Pruitt point to any contemporaneous document — memo, email, report — that links the fleet reassignment decision to Stonefield's volume levels? If the reassignment had been a response to a volume shortfall, one would expect some contemporaneous documentation of that rationale. The absence of such documentation is itself significant.
5. Diversion to spot market carriers. Pruitt's February 14, 2022 cure response letter alleges that Stonefield diverted volume to "lower-cost spot market carriers." This allegation forms part of Vantor's narrative that Stonefield was responsible for VTS's performance problems. We must test the factual basis for this claim:
• What specific carriers is Pruitt referring to? Establish that the carriers were Cascade Freight Systems Inc. and Briarwood Trucking Co.
• On which lanes did Cascade and Briarwood operate? Establish that they serviced Lanes 8 through 14.
• Are Lanes 8 through 14 classified as "Primary Lanes" or "Secondary Lanes" under Schedule C of the TSA? (They are Secondary Lanes.)
• Under Section 2(b) of Schedule C, are Secondary Lanes subject to the exclusivity obligation? (They are not.)
• If Stonefield's use of Cascade and Briarwood on Secondary Lanes was expressly permitted by the TSA, how can Vantor characterize that use as a "diversion" or a breach?
• Can Pruitt identify any Primary Lane on which Stonefield used an alternative carrier in violation of the exclusivity provisions? If not, the diversion allegation has no factual support with respect to the contractual exclusivity obligation.
F. The Cure Notice and Response (Estimated: 20–30 minutes)
This section focuses on the thirty-day cure period — the contractual mechanism that Stonefield invoked before terminating the TSA. The goal is to establish that VTS received adequate notice of its breaches, had a full thirty days to cure them, failed to do so, and that the termination was therefore valid under Section 13.1.
Proposed questions and areas of inquiry:
1. Receipt of the Cure Notice (January 18, 2022). The Cure Notice was sent by Raymond Hess to Sandra Milescu — establish when Pruitt first saw it. Was it forwarded to him by Milescu? By someone else? How quickly after it was received did Pruitt become aware of its contents?
• Did Pruitt consider the Cure Notice to be sufficiently specific under Section 13.2's "reasonable particularity" standard? If not, why didn't VTS respond by objecting to the specificity of the notice rather than purporting to cure the deficiencies?
• Did Pruitt dispute the accuracy of the performance metrics cited in the Cure Notice at the time of receipt? Or did he accept them as generally accurate?
• Were the metrics in the Cure Notice consistent with VTS's own internal performance data (as reflected in VHC-005932)?
2. Pruitt's February 14, 2022 response letter (Bates No. VHC-012847). Pruitt authored this letter. It should be walked through paragraph by paragraph during the deposition: