1012-00005 · Stonefield Logistics Group · Depositions

depo-prep-memo-vantorovich.docx DOCUMENT Litigation

32 / 150 ← → ✕

Contract analysis Extract to table

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: August 10, 2023

RE: Deposition Preparation Memorandum — Nikolai Vantorovich, CEO and Founder, Vantor Holdings Corp.

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

MATTER NO.: 1012-00005

Right-click to update Table of Contents

I. Purpose and Overview

This memorandum is intended to prepare the examination team for the upcoming deposition of Nikolai Vantorovich, Chief Executive Officer and Founder of Vantor Holdings Corp. ("Vantor" or "VHC"), currently scheduled for Friday, August 18, 2023, at 9:30 a.m. The deposition will be conducted at Calderwood & Harkness's offices at 200 Park Avenue, 38th Floor, New York, New York 10166.

Vantorovich is the single most important adverse fact witness in this litigation. He holds approximately 58% ownership of Vantor Holdings Corp., serves as its CEO and sole founder, and functions as the ultimate decision-maker for the company on matters of strategic and commercial significance. His testimony will bear directly on several critical issues in this case, including: (a) corporate-level knowledge of and responsibility for the operational failures of Vantor Transport Services LLC ("VTS"), Vantor's wholly owned subsidiary and the operating entity under the Transportation Services Agreement; (b) authorization of and personal involvement in the fleet redeployment decisions of October–November 2021 that precipitated the service-level failures forming the basis of Stonefield's termination; (c) the decision to bring this lawsuit and the demand for approximately $95.4 million in damages; and (d) Vantor's failure to mitigate damages following the March 4, 2022 termination of the TSA.

The deposition will be conducted by Patrick Gallagher, with Simone Laroche serving as second chair and providing real-time document support. The maximum permissible duration is seven (7) hours of testimony on the record, consistent with the default time limitation under Federal Rule of Civil Procedure 30(d)(1) and as confirmed in the Case Management Order entered by the Honorable Margaret T. Calloway on February 17, 2023. No stipulation extending the time limit has been sought or obtained. A court reporter and videographer have been engaged; both are pending final confirmation and will be coordinated through Helen Tsao, Senior Paralegal.

The five key objectives for this deposition are as follows:

1. Establish Vantorovich's personal knowledge and involvement. Develop a record demonstrating that Vantorovich was personally aware of, and involved in, VTS's operational failures and the decision to redeploy 85 tractors from Stonefield Logistics Group ("SLG" or "Stonefield") dedicated lanes to the Northwind Distribution Co. account in October 2021, directly precipitating the service-level obligation ("SLO") breaches that triggered termination.

2. Explore his awareness of SLO failures and VTS's failure to cure. Probe the extent of Vantorovich's knowledge regarding VTS's Q4 2021 performance deterioration across all key SLO metrics, his understanding of the January 18, 2022 Cure Notice, and his knowledge of whether any actual remedial steps were taken during the 30-day cure period.

3. Probe the fee dispute with Caldwell Royce & Shapiro LLP. Elicit factual testimony regarding the status of the attorney-client fee relationship between Vantor and its current counsel, Caldwell Royce & Shapiro LLP ("CRS"), including the existence and nature of approximately $870,000 in unpaid legal invoices, and its potential impact on Vantor's ability and willingness to prosecute this action to conclusion.

4. Elicit testimony on Vantor's failure to mitigate damages. Develop a detailed record demonstrating that Vantor and VTS made no meaningful effort to replace the SLG freight volume after termination, despite operating in a historically favorable freight market in Q1–Q2 2022, and that Vantorovich cannot identify specific mitigation steps beyond what Derek Pruitt already failed to articulate at his July 10, 2023 deposition.

5. Lock in testimony on corporate decision-making processes. Obtain commitments from Vantorovich regarding the corporate governance structure and decision-making authority at Vantor and VTS that can be used at summary judgment, either to demonstrate his personal culpability for VTS's breaches or, in the alternative, to support our argument that Vantor Holdings Corp. (the parent) lacks standing as a non-signatory to the TSA.

II. Witness Background

A. Biographical Information

Nikolai Vantorovich is the Chief Executive Officer and sole Founder of Vantor Holdings Corp., a diversified transportation and logistics holding company headquartered at 580 Eighth Avenue, 14th Floor, New York, New York 10018. Vantorovich founded the company and built it into an enterprise with approximately $385 million in consolidated revenue for fiscal year 2021. That figure declined to approximately $310 million in fiscal year 2022, a decline of roughly $75 million, or approximately 19.5%. The revenue decline is attributable in part to the loss of the Stonefield Logistics Group contract (which had an annual committed volume of $43.2 million) and in part to broader softening in the freight and logistics market during the second half of 2022.

As of the most recently available information, the Vantor enterprise employs approximately 1,900 individuals across its various operating subsidiaries and corporate functions, including drivers, dispatchers, maintenance personnel, and administrative and management staff.

Vantorovich is the majority shareholder of Vantor Holdings Corp., holding approximately 58% of the company's equity. The Fielding Family Trust — associated with Gregory Fielding, who serves as Chief Financial Officer — holds approximately 12%. The remaining approximately 30% is held by various minority investors whose identities and specific holdings have been produced in Vantor's document production but are not immediately relevant to the deposition preparation.

B. Role and Authority

As CEO and sole founder, Vantorovich exercises ultimate authority over Vantor's strategic and operational decisions. He is the controlling shareholder and, as a practical matter, the final decision-maker for all significant commercial relationships, capital allocation decisions, and corporate transactions undertaken by Vantor and its subsidiaries. This includes the SLG/VTS relationship, which represented the single largest customer contract in the Vantor enterprise by annual committed revenue.

It is anticipated that Vantorovich will attempt to distance himself from day-to-day operational decisions during his deposition testimony. This expectation is grounded in the deposition testimony of Sandra Milescu, Vantor's Chief Operating Officer, who testified on August 4, 2023 that operational fleet deployment decisions were within her purview as COO and that she did not routinely consult with Vantorovich on individual customer-level fleet decisions. Vantorovich's counsel will likely rely on this testimony to argue that Vantorovich did not have personal knowledge of the specific decision to reassign 85 tractors from SLG dedicated lanes.

However, the documentary record materially undermines this anticipated defense. Specifically, the November 12, 2021 email from Milescu (Document No. VHC-008417) was addressed directly to Vantorovich, informing him in explicit terms that "We've pulled 85 tractors off the SLG dedicated lanes" and that "SLG won't notice until January." This communication, by its plain terms, demonstrates that Vantorovich was at minimum informed of, and in all likelihood approved, the fleet redeployment decision that directly caused VTS's SLO failures. The email was not a routine operational update; it was a communication from the COO to the CEO regarding a decision that affected the company's single largest customer contract.

An additional important structural issue warrants attention. Vantor Holdings Corp. is the named plaintiff in this action, but Vantor Holdings Corp. is not the signatory to the Transportation Services Agreement. The TSA was executed by Vantor Transport Services LLC, as "Carrier-Provider," and Stonefield Logistics Group Inc., as "Shipper-Customer." VTS is a wholly owned subsidiary of Vantor Holdings Corp. Vantorovich's testimony regarding the corporate structure, the degree of management overlap between parent and subsidiary, and the locus of decision-making authority is directly relevant to the standing issue analyzed in our December 8, 2022 internal memorandum. If Vantorovich testifies that Vantor Holdings Corp. and VTS operate essentially as a single enterprise with unified management and decision-making, this supports our substantive defense that Vantorovich (and therefore Vantor) was personally involved in the operational failures that constituted material breaches. Conversely, if he testifies that Vantor Holdings Corp. and VTS are distinct entities with separate governance and operational authority, this supports our argument that Vantor Holdings Corp. lacks standing to assert breach-of-contract claims under a contract to which it is not a party.

C. Prior Deposition Testimony and Other Witness Context

This will be the first deposition of Nikolai Vantorovich in this matter. No prior sworn testimony from Vantorovich exists in any related proceeding, and no declaration or affidavit from Vantorovich has been filed on the docket. The deposition therefore represents an opportunity to obtain Vantorovich's testimony on the full range of relevant issues without the benefit of a prior record against which he can calibrate his answers.

Three prior depositions of Vantor-side witnesses have been conducted and should be carefully reviewed in preparation:

Derek Pruitt (VP, Business Development, Vantor) — Deposition of July 10, 2023. Pruitt acknowledged during his testimony that VTS "struggled" to maintain committed fleet capacity during Q4 2021. Notably, when asked to identify specific steps VTS took to mitigate damages after the March 4, 2022 termination, Pruitt was unable to identify any. He testified generally that VTS "explored opportunities" and "reached out to the market" but could not name a single shipper, broker, or contract opportunity that VTS pursued. Vantorovich should be confronted with Pruitt's admissions and asked whether he can provide any additional specificity. If Vantorovich similarly cannot identify mitigation efforts, the combined testimony of the two most senior commercial executives at Vantor will powerfully support our failure-to-mitigate defense.

Sandra Milescu (COO, Vantor/VTS) — Deposition of August 4, 2023. Milescu confirmed that 85 tractors were reassigned from SLG dedicated lanes to the Northwind Distribution Co. account in October 2021. She characterized the reassignment as "temporary" and claimed it was driven by "commercial necessity" due to SLG's purported volume shortfalls. However, Milescu could not explain why Stonefield was not notified of the fleet reassignment, and she could not provide documentation of any communication to SLG regarding the reduction in dedicated fleet capacity. Vantorovich should be asked directly whether he authorized or was aware of this decision, and whether he can offer any explanation for the failure to notify Stonefield — a failure that is particularly significant given that the email to Vantorovich expressly stated "SLG won't notice until January," suggesting a deliberate decision to conceal the redeployment.

Raymond Hess (Director, Contract Compliance, Stonefield) — Deposition of July 27, 2023. Hess testified that the cure notice metrics cited in Stonefield's January 18, 2022 Cure Notice were derived from VTS's own Carrier Performance Portal data, and that VTS did not dispute the accuracy of those metrics in its February 14, 2022 cure response. This testimony is significant because it forecloses Vantor's ability to challenge the factual accuracy of the performance data underlying the termination. Vantorovich should be asked whether he is aware that VTS's own data was the source of the metrics and whether he disputes the accuracy of any specific figure.

III. Key Examination Topics and Lines of Questioning

This section sets forth the substantive topics to be covered during the Vantorovich deposition, together with recommended lines of questioning, key documents to be used, and the strategic objectives for each topic. The topics are presented in the recommended examination sequence, as further discussed in Section VI below.

A. Topic 1: Corporate Structure and Decision-Making Authority

Objective. Establish the corporate relationship between Vantor Holdings Corp. and Vantor Transport Services LLC, and develop testimony regarding who at the Vantor enterprise exercised decision-making authority over the key events at issue in this litigation. This topic serves a dual strategic function: it either demonstrates Vantorovich's personal involvement in all material decisions (strengthening our substantive defenses) or, in the alternative, establishes that the parent company (Vantor Holdings Corp.) is operationally and legally distinct from VTS, supporting our standing challenge.

Lines of Questioning

Begin by establishing the basic corporate hierarchy:

• Confirm that Vantor Holdings Corp. is a holding company and that its principal operating subsidiary in the freight transportation business is Vantor Transport Services LLC.

• Confirm that VTS is a New York limited liability company and that Vantor Holdings Corp. is its sole member.

• Ask Vantorovich to describe his formal role at each entity. He is CEO of Vantor Holdings Corp. — does he hold any formal title or officer position at VTS? If so, what is it? If not, what is his relationship to VTS's management and operations?

• Confirm that Sandra Milescu served as Chief Operating Officer of both Vantor Holdings Corp. and VTS simultaneously. Establish this dual-role arrangement and ask Vantorovich to explain how operational authority was divided or shared between the two entities under Milescu's oversight.

• Similarly, confirm that Gregory Fielding serves as Chief Financial Officer of both Vantor Holdings Corp. and VTS. Ask whether Fielding maintained separate financial records for each entity or whether the entities shared financial reporting functions.

• Elicit testimony on who at Vantor/VTS had authority to make decisions regarding:

• Fleet deployment and redeployment (i.e., the decision to assign or reassign tractors and trailers to specific customer accounts)

• Major customer relationships, including the initiation, negotiation, modification, and termination of relationships such as the SLG/VTS relationship

• Responses to cure notices and termination letters received from customers

• The decision to initiate litigation, including the decision to engage outside counsel and to file the Complaint in this action

• The engagement and management of outside counsel, specifically Caldwell Royce & Shapiro LLP

• Ask whether the Vantor Holdings Corp. board of directors (or its equivalent governing body) was consulted regarding any of these decisions, and if so, whether minutes or records of such consultations exist.

• Ask whether VTS has its own board, managing member, or equivalent governance structure separate from Vantor Holdings Corp., or whether VTS's governance is exercised solely through Vantor Holdings Corp.

Strategic Note. The goal of this line of questioning is to develop a record that supports one of two conclusions, each of which is favorable to our client. If Vantorovich testifies that he personally controlled or approved material decisions at VTS (including fleet deployment and the response to the Cure Notice), this testimony directly ties him — and through him, Vantor — to the breaches that justified Stonefield's termination. If, on the other hand, Vantorovich distances himself from VTS's operations and claims that VTS operated independently, this testimony undermines Vantor Holdings Corp.'s standing as plaintiff (since VHC is not a party to the TSA and would be asserting claims under a contract to which only its subsidiary is a signatory). Either way, the testimony advances our defense.

B. Topic 2: The TSA and SLG Relationship

Objective. Confirm Vantorovich's involvement in or knowledge of the negotiation and execution of the Transportation Services Agreement, his understanding of its key terms, and the commercial significance of the SLG account to the Vantor enterprise.

Lines of Questioning

• Confirm that Vantorovich was involved in or aware of the negotiation and execution of the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) between VTS (as "Carrier-Provider") and Stonefield Logistics Group Inc. (as "Shipper-Customer").

• Confirm the principal terms of the TSA:

• Five-year term, running from April 1, 2019 through March 31, 2024.

• Annual Committed Volume ("ACV") of $43.2 million.

• Total five-year minimum commitment of $216 million.

• Confirm Vantorovich's understanding of the Service Level Obligations ("SLOs") set forth in the TSA, specifically:

• On-time pickup rate of at least 95%.

• On-time delivery rate of at least 93%.

• Cargo claims ratio of no more than 0.5%.

• Tender acceptance rate of at least 90%.

• Equipment availability of at least 85% of committed fleet capacity — which, under the TSA, meant at least 340 of the 400 committed tractors and a proportionate number of the 1,200 committed trailers had to be available and operational at any given time.

• Ask whether Vantorovich, at the time of contracting, believed VTS had the operational capacity to perform the TSA, including the ability to maintain the committed fleet of 400 tractors and 1,200 trailers and to meet all SLOs on a sustained basis over the five-year term.

• Explore his understanding of the exclusivity provisions in Schedule C. The TSA designated 14 "Primary Lanes" subject to exclusivity obligations (meaning Stonefield was required to use VTS as its exclusive carrier on those lanes), while "Secondary Lanes" were not subject to exclusivity and Stonefield retained the right to use alternative carriers. Ask whether Vantorovich understood this distinction at the time of contracting.

• Inquire whether Vantorovich understood the consequences of the liquidated damages clause in Section 14.2 and the termination for cause provision in Section 13.1 at the time of contracting. Specifically, ask whether he understood that if Stonefield terminated the TSA for cause and the termination was later determined to have been improper, the liquidated damages formula would calculate damages at 75% of the ACV multiplied by the number of remaining contract years. Ask whether Vantorovich considered this formula to be a reasonable estimate of anticipated harm at the time of contracting.

Key Documents.

• Transportation Services Agreement dated March 15, 2019 (SLG-VTS-2019-0315), particularly Sections 5.3, 7.4, 12.1, 13.1, 13.2, 14.2, 15.1, and 16.

• Schedule B (rate structure).

• Schedule C (lane designations and exclusivity provisions).

C. Topic 3: VTS's Performance Failures in Q4 2021

Objective. Establish the extent of Vantorovich's knowledge regarding VTS's performance deterioration across all SLO metrics during the fourth quarter of 2021, and determine whether he received, reviewed, or was briefed on internal performance reporting reflecting these failures.

Lines of Questioning

Walk Vantorovich through each of the SLO failures documented in the record:

• On-time pickup rate: Fell to 78.2% in Q4 2021, against a contractual SLO of 95%. This represents a shortfall of 16.8 percentage points below the required threshold. Ask whether Vantorovich was aware of this metric and whether he considered a 78.2% on-time pickup rate to be acceptable performance.

• On-time delivery rate: Fell to 81.6% in Q4 2021, against a contractual SLO of 93%. This represents a shortfall of 11.4 percentage points. Ask the same questions regarding his awareness and assessment.

• Tender acceptance rate: Dropped to 71.4% in Q4 2021, against a contractual SLO of 90%. This means VTS was rejecting nearly three out of every ten loads tendered by Stonefield. Ask Vantorovich why VTS was rejecting such a high proportion of tenders and whether he understood the commercial and contractual implications.

• Equipment availability: Fell to approximately 62% of committed fleet capacity — approximately 248 tractors available against the 400-tractor commitment. This means that roughly 152 tractors that should have been available for SLG service were not. Ask Vantorovich to explain the shortfall and whether he was aware that VTS's available fleet was nearly 40% below the contractual commitment.

• Cargo claims: In November and December 2021 alone, VTS incurred 16 cargo claims totaling $387,400, yielding a claims ratio of approximately 1.07% — more than double the 0.5% SLO threshold. Ask whether Vantorovich was aware of these claims and whether any investigation or remediation was undertaken.

Probe the internal reporting Vantorovich received:

• What internal performance dashboards, reports, or summaries did Vantorovich receive regarding VTS's performance on the SLG contract? Were these provided on a monthly, quarterly, or ad hoc basis?

• Did he review the VTS Q4 2021 Performance Report, an internal VTS document that has been produced in Vantor's document production? If he claims he did not, ask whether he was briefed on its contents by Milescu, Pruitt, Fielding, or any other VTS executive.

• Was Vantorovich aware of any internal VTS discussion about the risk that Stonefield would issue a cure notice or terminate the TSA based on Q4 2021 performance? Did any VTS executive raise this risk with him?

• Did Vantorovich consider VTS's Q4 2021 performance to be acceptable? If so, on what basis?

If Vantorovich claims ignorance of VTS's performance failures, confront him with the November 12, 2021 email (VHC-008417), which was sent directly to him and which expressly references the removal of 85 tractors from SLG dedicated lanes. Additionally, confront him with the inherent implausibility of a CEO and 58% owner of a $385 million enterprise being unaware of significant performance failures on the company's single largest customer contract.

D. Topic 4: The November 12, 2021 "Smoking Gun" Email (VHC-008417)

Objective. This is the single most critical document in the case, and the examination on this document should be the centerpiece of the deposition. The goal is to establish that Vantorovich personally received, read, and either authorized or acquiesced in the decision to unilaterally redeploy 85 tractors from SLG dedicated lanes to the Northwind Distribution Co. account, and that this decision directly caused the SLO failures that formed the basis of Stonefield's Cure Notice and ultimate termination.

The Document. The email at issue is Bates-stamped VHC-008417 and was produced in Vantor's initial document production. It is an email from Sandra Milescu (COO) to Nikolai Vantorovich (CEO) dated November 12, 2021, which states, in pertinent part:

> "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."

The supplemental production documents (VHC-029001 through VHC-033218, produced on June 22, 2023) revealed that the "[redacted]" commitment referenced in the email was the Northwind Distribution Co. account, and that the 85 tractors were redirected to that account beginning in October 2021.

Lines of Questioning

The examination on this document should be methodical, patient, and document-driven. Present the email to Vantorovich and proceed through the following questions in a deliberate sequence:

Foundation and Receipt:

• Mark VHC-008417 as a deposition exhibit.

• Ask Vantorovich to identify the document.

• Confirm the sender (Milescu), the recipient (Vantorovich), and the date (November 12, 2021).

• Ask: Did you receive this email?

• Ask: Did you read this email?

• Ask: Did you read this email on or about the date it was sent, November 12, 2021?

Response and Follow-Up:

• Ask: Did you respond to this email in writing?

• Ask: Did you respond to this email orally — for example, by calling Milescu or discussing it with her in person?

• If he claims he did not respond in any way, ask: Why not? An email from your COO telling you that 85 tractors have been pulled off your largest customer's dedicated lanes did not prompt any response from you?

Authorization and Approval:

• Ask: Did you authorize or approve the decision to redeploy 85 tractors from SLG dedicated lanes?

• Ask: Did you know about this decision before Milescu sent this email? In other words, had the decision already been discussed with you before November 12, 2021?

• If he claims he did not authorize the decision, ask: Who had the authority to make a decision of this magnitude without your approval?

Notification to Stonefield:

• Ask: Did you instruct Milescu to notify Stonefield that VTS was reducing the dedicated fleet by 85 tractors?

• If he did not, ask: Why not? Did you believe Stonefield was not entitled to know that VTS was unilaterally reducing fleet capacity by more than 20%?

• Ask about the phrase "SLG won't notice until January." Was this statement discussed between you and Milescu? Did you understand it to mean that VTS was deliberately concealing the fleet reduction from Stonefield?

Understanding of Consequences:

• Ask: Did you understand that pulling 85 tractors off SLG dedicated lanes would reduce VTS's available fleet from approximately 333 tractors to approximately 248 tractors — significantly below the 400-tractor commitment?

• Ask: Did you consider whether this redeployment would constitute a breach of the TSA?

• Ask: Did you consult with counsel or any other advisor about the legal implications of this decision?

The Northwind Account:

• Ask: What was the commitment referenced as "[redacted]" in the email? The supplemental production documents indicate it was the Northwind Distribution Co. account — is that correct?

• Ask: Why was the Northwind account given priority over the SLG account?

• Ask: Was the Northwind account more profitable than the SLG account on a per-mile or per-load basis?

• Ask: Was this redeployment intended to be permanent or temporary? If temporary, what was the planned duration? When were the 85 tractors supposed to be returned to SLG dedicated lanes?

• If he claims the redeployment was temporary, ask: Were the 85 tractors ever returned to SLG dedicated lanes? If not, why not?

Confrontation with Milescu's Testimony:

• At her August 4, 2023 deposition, Milescu characterized the reassignment as "temporary" and claimed it was driven by "commercial necessity" due to SLG's purported volume shortfalls. Ask Vantorovich: Do you agree with that characterization? What specific SLG volume shortfalls prompted the redeployment? Can you identify the data or reports that VTS relied on in determining that SLG volume was insufficient to justify maintaining the full dedicated fleet?

• Milescu could not explain at her deposition why Stonefield was not notified of the fleet reassignment. Press Vantorovich on the same point: Can you explain why Stonefield was not notified? Is there any legitimate business reason for concealing a reduction of this magnitude from a contractual counterparty?

Strategic Note. This is the area where the deposition can be won or lost. The November 12, 2021 email is devastating to Vantor's case because it establishes (a) that VTS deliberately chose to breach the TSA by diverting fleet capacity to another customer, (b) that VTS's CEO was informed of the decision, and (c) that VTS deliberately concealed the breach from Stonefield. Allocate 60 to 75 minutes for this topic and do not allow the witness to escape into vague or evasive answers. Use closed-ended questions to build the foundation, and do not allow Vantorovich to deliver extended narrative speeches about SLG's alleged volume shortfalls or the purported "commercial necessity" of the Northwind redeployment. If he attempts to redirect, bring him back to the specific questions: Did you receive it? Did you read it? Did you authorize it? Did you notify Stonefield?

E. Topic 5: The Cure Notice and Cure Period

Objective. Establish that Vantorovich was aware of Stonefield's Cure Notice, that he was involved in formulating Vantor's response, and that no actual remedial action was taken during the 30-day cure period — meaning VTS's response was argumentative rather than curative.

Lines of Questioning

• Stonefield's Cure Notice was sent on January 18, 2022 by Raymond Hess (Director, Contract Compliance, Stonefield Logistics Group) to Sandra Milescu (COO, Vantor/VTS). The Cure Notice specified each performance failure with reasonable particularity, citing the specific SLO metrics that VTS had failed to meet and the corresponding contractual thresholds. Ask: Was Vantorovich informed of the receipt of the Cure Notice? When? By whom?

• The cure period under the TSA was 30 calendar days, expiring on February 17, 2022. Ask: Did Vantorovich understand the significance of the cure period and the consequences of a failure to cure?

• On February 14, 2022, Derek Pruitt (VP, Business Development) sent a response letter to Janet Kirkwood (VP, Carrier Relations, Stonefield). Ask: Was Vantorovich involved in drafting or approving this response? Did he review the response before it was sent? Was the response discussed at any meeting of Vantor's management team?

• The February 14 response acknowledged "operational challenges" but asserted that VTS's performance failures were caused by three external factors: (i) a nationwide driver shortage, (ii) Stonefield's failure to tender the full Annual Committed Volume, and (iii) Stonefield's alleged instructions to divert volume to spot market carriers. Ask Vantorovich to provide specific facts supporting each of these assertions:

• Nationwide driver shortage: How many drivers did VTS need to hire or retain to meet its SLO obligations? How many driver positions were unfilled? What specific recruiting or retention efforts were undertaken?

• Stonefield's alleged failure to tender ACV: What was the specific volume shortfall in Q4 2021? Can Vantorovich quantify the alleged shortfall with specificity? How did a volume shortfall cause VTS to fail on-time pickup and delivery metrics?

• Diversion to spot market carriers: What specific Stonefield instructions to divert volume does Vantorovich claim were issued? By whom? In what form? Can he identify any documents evidencing such instructions?

• Critically, ask whether VTS actually cured any of the identified deficiencies during the 30-day cure period. Walk through each SLO failure individually:

• Was any fleet capacity returned to SLG dedicated lanes during the cure period? If so, how many tractors?

• Were any additional drivers hired, reassigned, or redeployed to the SLG account during the cure period?

• Were cargo claims investigated and addressed? Were new procedures implemented to reduce claims?

• Did VTS's tender acceptance rate improve during the cure period?

• Can Vantorovich identify any specific remedial action — not rhetorical arguments, but operational changes — that VTS implemented between January 18, 2022 and February 17, 2022?

Strategic Note. The goal of this line of questioning is to demonstrate that VTS's cure response was purely argumentative — it contested Stonefield's right to issue the Cure Notice and deflected blame to external factors, but it did not actually remedy any of the identified performance failures. If Vantorovich cannot identify a single concrete remedial action taken during the cure period, this testimony powerfully supports Stonefield's position that VTS "failed to cure" and that the March 4, 2022 termination was valid under Section 13.1(a) of the TSA.

F. Topic 6: Vantor's Volume Shortfall Allegations Against Stonefield

Objective. Challenge the factual basis for Vantor's allegation that Stonefield failed to tender the Annual Committed Volume in Contract Years 2 and 3, and undermine the causal link Vantor asserts between Stonefield's alleged volume shortfalls and VTS's performance failures.

Lines of Questioning

Vantor's Amended Complaint (filed December 2, 2022) alleges that Stonefield failed to tender the ACV in Contract Years 2 and 3, and that this failure constituted a material breach of the TSA that excused VTS's own performance failures. The specific allegations are as follows:

Contract Year 2 (April 2020 – March 2021):

• Stonefield tendered $31.8 million against the $43.2 million ACV.

• However, Stonefield properly invoked the force majeure provision in Section 12.1 of the TSA for the period of April through September 2020, a six-month period during which the COVID-19 pandemic materially disrupted supply chain operations nationwide. The force majeure invocation was not contested by VTS at the time.

• Adjusting the CY2 ACV for the six-month force majeure period yields an adjusted ACV of $21.6 million ($43.2 million × 6/12 months).

• Against the adjusted ACV of $21.6 million, Stonefield actually tendered $31.8 million — exceeding the adjusted minimum by $10.2 million, or approximately 47%.

• Ask Vantorovich: Was he aware of the force majeure provision in Section 12.1? Does he acknowledge that Stonefield properly invoked force majeure for the COVID-19 period? Did VTS contest the force majeure invocation at the time? How does he reconcile the allegation of a volume shortfall in CY2 with the fact that Stonefield tendered $31.8 million against an adjusted ACV of $21.6 million?

Contract Year 3 (April 2021 – March 2022, partial):

• Stonefield tendered $36.5 million through the termination date of March 4, 2022.

• Vantor calculates a $6.7 million shortfall by comparing the $36.5 million tendered to the full-year ACV of $43.2 million ($43.2 million − $36.5 million = $6.7 million).

• However, the termination occurred on March 4, 2022 — approximately 11 months into the April 2021 – March 2022 contract year. Comparing a partial-year tender amount to a full-year ACV minimum is mathematically misleading. On a pro-rated basis, the expected ACV for 11 months would be approximately $39.6 million ($43.2 million × 11/12), meaning the actual shortfall — if any — was approximately $3.1 million, not $6.7 million. And this calculation does not account for any seasonal variation in freight volumes that may have made the final month of the contract year disproportionately heavy.

• Ask Vantorovich: Does he acknowledge that Contract Year 3 had not concluded at the time of termination? How does he justify comparing a partial-year tender amount to a full-year ACV? Is he aware that Stonefield's pro-rated tender volume was approximately 92% of the pro-rated ACV?

Causal Link:

• The critical question is whether VTS's decision to redeploy fleet assets in October 2021 was made in response to actual volume shortfalls, or whether it was made for other commercial reasons — specifically, to service the Northwind Distribution Co. account.

• Ask: What volume data did VTS review before deciding to pull 85 tractors off SLG dedicated lanes? Can Vantorovich identify the specific report or analysis that demonstrated SLG volume was insufficient to justify maintaining the full dedicated fleet?

• If the Northwind account was the real driver of the redeployment decision, then Vantor's volume-shortfall argument is pretextual — VTS did not reduce fleet capacity because SLG was underperforming on volume, but because VTS found a more profitable use for the equipment.

Strategic Note. The goal is to undermine the causal link between Stonefield's alleged volume shortfalls and VTS's performance failures. If Vantorovich concedes that the force majeure adjustment wipes out the CY2 shortfall, and that the CY3 shortfall calculation is based on an apples-to-oranges comparison of partial-year volume to full-year ACV, Vantor's breach-of-contract counterclaim loses much of its factual foundation. More critically, if Vantorovich cannot demonstrate that the fleet redeployment decision was driven by volume concerns rather than the Northwind opportunity, the "volume shortfall caused our failures" narrative collapses entirely.

G. Topic 7: Stonefield's Use of Alternative Carriers (Exclusivity)

Objective. Establish that Vantorovich cannot identify specific instances where Stonefield used alternative carriers on Primary Lanes subject to the exclusivity provisions of Schedule C, and that Vantor's exclusivity allegations are based on generalized assertions rather than specific facts.

Lines of Questioning

Vantor alleges in its Amended Complaint that Stonefield violated the exclusivity provisions of the TSA by diverting freight to Cascade Freight Systems Inc. (Columbus, Ohio) and Briarwood Trucking Co. (Arlington, Virginia) during the term of the TSA. Stonefield's position, supported by the documentary record, is as follows:

• Schedule C of the TSA designates 14 lanes as "Primary Lanes" subject to the exclusivity obligation in Schedule C, Section 2(a), which requires Stonefield to tender all freight on those lanes exclusively to VTS.

• Schedule C also identifies a separate category of "Secondary Lanes" (Lanes 8 through 14, as designated in the lane classification matrix), which are expressly not subject to exclusivity under Schedule C, Section 2(b). On Secondary Lanes, Stonefield retained the right to use alternative carriers at its discretion.

• Third-party subpoena responses from Cascade Freight Systems Inc. (analyzed August 1, 2023) and Briarwood Trucking Co. (analyzed August 3, 2023) confirm that both carriers were used by Stonefield exclusively on Secondary Lanes. Neither Cascade nor Briarwood handled freight on any of the 14 designated Primary Lanes.

• Janet Kirkwood's September 22, 2021 internal email to Carlos Medina — a Stonefield-side document produced in our April 14, 2023 production — references moving volume to Cascade and Briarwood "on Lanes 8–14." At her deposition, Kirkwood confirmed that this usage was limited to non-Primary Lanes and was undertaken in response to VTS's high tender rejection rate.

Ask Vantorovich:

• Which specific lanes does he contend were subject to the exclusivity obligation under Schedule C?

• Can he identify any specific instances — with specificity as to date, lane, shipment, and carrier — where Stonefield used Cascade Freight Systems or Briarwood Trucking on a Primary Lane?

• Is he aware of the distinction between Primary Lanes and Secondary Lanes under Schedule C? Did he understand that the exclusivity obligation did not extend to Secondary Lanes?

• Does he acknowledge that VTS was rejecting tenders on various lanes during Q3–Q4 2021, with the tender acceptance rate falling to 71.4% in Q4 2021? Does he believe Stonefield was required to leave freight unshipped on Secondary Lanes where VTS was rejecting tenders, rather than tendering that freight to alternative carriers?

Strategic Note. This topic should be handled efficiently — allocate no more than 20 to 30 minutes. The documentary record is strong on this point, and the objective is simply to confirm on the record that Vantorovich cannot identify any Primary Lane violation. If he cannot, the exclusivity claim is effectively neutralized for summary judgment purposes.

H. Topic 8: Awareness of Rate Adjustment Motive

Objective. Elicit a concession from Vantorovich that he has no direct evidence from Stonefield decision-makers supporting Vantor's allegation that the termination was motivated by a desire to avoid higher rates under the April 2022 rate adjustment, and that objective performance failures existed independently of any rate-adjustment consideration.

Lines of Questioning

Vantor's Amended Complaint alleges, in Count III, that Stonefield's termination of the TSA was pretextual and was actually motivated by Stonefield's desire to avoid paying higher per-mile rates under the rate adjustment mechanism in Section 5.3 of the TSA. Specifically, Vantor alleges that the April 2022 rate adjustment would have increased the weighted average per-mile rate from approximately $2.87 to approximately $3.28 — an increase of approximately 14.3% — adding approximately $6.2 million in annual transportation costs to Stonefield.

The rate adjustment mechanism in Section 5.3 is indexed to a composite formula weighted 70% to the diesel fuel price index and 30% to the Consumer Price Index for All Urban Consumers ("CPI-U"), with adjustments calculated and applied each April 1. A rate adjustment analysis memorandum was prepared by Ashford Meridian LLP in February 2022 identifying the projected increase.

Ask Vantorovich:

• What is his factual basis for alleging that the termination was motivated by the upcoming rate adjustment?

• Does he have any direct communications — emails, letters, text messages, or recorded conversations — from any Stonefield personnel indicating that the rate adjustment was a factor in the decision to terminate?

• Specifically, does he have any communications from Marcus Denton (CEO, Stonefield), Tobias Wren (General Counsel, Stonefield), or Priya Ramachandran (CFO, Stonefield) — the three individuals with authority to make or approve a termination decision — indicating that the rate adjustment motivated the termination?

• Is he aware that Stonefield's Cure Notice was issued on January 18, 2022, whereas the Ashford Meridian rate adjustment analysis memo was not prepared until February 2022? How does he reconcile the timeline — the cure process commenced before the rate adjustment analysis was even completed.

• Does he acknowledge that VTS's Q4 2021 performance metrics were objectively and significantly below the SLO thresholds, regardless of any rate adjustment consideration?

Anticipated Response. Vantorovich will likely point to the September 22, 2021 internal email from Janet Kirkwood to Carlos Medina, in which Kirkwood stated: "If VTS doesn't get its act together by Q1 I think we pull the plug on the whole contract." Vantor's counsel has identified this email as a key document supporting its pretextual-termination theory. However, this email also references VTS's operational failures and the diversion of volume to alternative carriers as the "animating concerns" — it is at least as consistent with frustration over VTS's poor performance as it is with any rate-adjustment motive. Be prepared to redirect after Vantor's counsel uses this document on cross.

Strategic Note. The rate-adjustment motive theory is Vantor's attempt to transform a straightforward breach-and-termination case into a bad-faith story about Stonefield engineering a pretext to escape an unfavorable contract. If Vantorovich concedes that he has no direct evidence of rate-adjustment motive from Stonefield decision-makers, the theory is reduced to speculation and inference — which may be insufficient to survive summary judgment on Count III.

I. Topic 9: The Termination and Vantor's Response

Objective. Establish the factual circumstances surrounding the March 4, 2022 termination, Vantorovich's reaction and response, the executive negotiation process, and the decision to file suit.

Lines of Questioning

Stonefield's termination letter is dated March 4, 2022 and was sent by Tobias Wren, General Counsel of Stonefield Logistics Group Inc., to Vantor Holdings Corp. and Vantor Transport Services LLC. The letter stated that VTS "failed to cure the material breaches identified in the January 18, 2022 Cure Notice" and terminated the TSA effective immediately pursuant to Section 13.1(a). At the time of termination, approximately 2 years and 27 days remained on the five-year term (through March 31, 2024).

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: August 10, 2023
RE: Deposition Preparation Memorandum — Nikolai Vantorovich, CEO and Founder, Vantor Holdings Corp.
MATTER: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
MATTER NO.: 1012-00005
Right-click to update Table of Contents
I. Purpose and Overview
This memorandum is intended to prepare the examination team for the upcoming deposition of Nikolai Vantorovich, Chief Executive Officer and Founder of Vantor Holdings Corp. ("Vantor" or "VHC"), currently scheduled for Friday, August 18, 2023, at 9:30 a.m. The deposition will be conducted at Calderwood & Harkness's offices at 200 Park Avenue, 38th Floor, New York, New York 10166.
Vantorovich is the single most important adverse fact witness in this litigation. He holds approximately 58% ownership of Vantor Holdings Corp., serves as its CEO and sole founder, and functions as the ultimate decision-maker for the company on matters of strategic and commercial significance. His testimony will bear directly on several critical issues in this case, including: (a) corporate-level knowledge of and responsibility for the operational failures of Vantor Transport Services LLC ("VTS"), Vantor's wholly owned subsidiary and the operating entity under the Transportation Services Agreement; (b) authorization of and personal involvement in the fleet redeployment decisions of October–November 2021 that precipitated the service-level failures forming the basis of Stonefield's termination; (c) the decision to bring this lawsuit and the demand for approximately $95.4 million in damages; and (d) Vantor's failure to mitigate damages following the March 4, 2022 termination of the TSA.
The deposition will be conducted by Patrick Gallagher, with Simone Laroche serving as second chair and providing real-time document support. The maximum permissible duration is seven (7) hours of testimony on the record, consistent with the default time limitation under Federal Rule of Civil Procedure 30(d)(1) and as confirmed in the Case Management Order entered by the Honorable Margaret T. Calloway on February 17, 2023. No stipulation extending the time limit has been sought or obtained. A court reporter and videographer have been engaged; both are pending final confirmation and will be coordinated through Helen Tsao, Senior Paralegal.
The five key objectives for this deposition are as follows:
1. Establish Vantorovich's personal knowledge and involvement. Develop a record demonstrating that Vantorovich was personally aware of, and involved in, VTS's operational failures and the decision to redeploy 85 tractors from Stonefield Logistics Group ("SLG" or "Stonefield") dedicated lanes to the Northwind Distribution Co. account in October 2021, directly precipitating the service-level obligation ("SLO") breaches that triggered termination.
2. Explore his awareness of SLO failures and VTS's failure to cure. Probe the extent of Vantorovich's knowledge regarding VTS's Q4 2021 performance deterioration across all key SLO metrics, his understanding of the January 18, 2022 Cure Notice, and his knowledge of whether any actual remedial steps were taken during the 30-day cure period.
3. Probe the fee dispute with Caldwell Royce & Shapiro LLP. Elicit factual testimony regarding the status of the attorney-client fee relationship between Vantor and its current counsel, Caldwell Royce & Shapiro LLP ("CRS"), including the existence and nature of approximately $870,000 in unpaid legal invoices, and its potential impact on Vantor's ability and willingness to prosecute this action to conclusion.
4. Elicit testimony on Vantor's failure to mitigate damages. Develop a detailed record demonstrating that Vantor and VTS made no meaningful effort to replace the SLG freight volume after termination, despite operating in a historically favorable freight market in Q1–Q2 2022, and that Vantorovich cannot identify specific mitigation steps beyond what Derek Pruitt already failed to articulate at his July 10, 2023 deposition.
5. Lock in testimony on corporate decision-making processes. Obtain commitments from Vantorovich regarding the corporate governance structure and decision-making authority at Vantor and VTS that can be used at summary judgment, either to demonstrate his personal culpability for VTS's breaches or, in the alternative, to support our argument that Vantor Holdings Corp. (the parent) lacks standing as a non-signatory to the TSA.
II. Witness Background
A. Biographical Information
Nikolai Vantorovich is the Chief Executive Officer and sole Founder of Vantor Holdings Corp., a diversified transportation and logistics holding company headquartered at 580 Eighth Avenue, 14th Floor, New York, New York 10018. Vantorovich founded the company and built it into an enterprise with approximately $385 million in consolidated revenue for fiscal year 2021. That figure declined to approximately $310 million in fiscal year 2022, a decline of roughly $75 million, or approximately 19.5%. The revenue decline is attributable in part to the loss of the Stonefield Logistics Group contract (which had an annual committed volume of $43.2 million) and in part to broader softening in the freight and logistics market during the second half of 2022.
As of the most recently available information, the Vantor enterprise employs approximately 1,900 individuals across its various operating subsidiaries and corporate functions, including drivers, dispatchers, maintenance personnel, and administrative and management staff.
Vantorovich is the majority shareholder of Vantor Holdings Corp., holding approximately 58% of the company's equity. The Fielding Family Trust — associated with Gregory Fielding, who serves as Chief Financial Officer — holds approximately 12%. The remaining approximately 30% is held by various minority investors whose identities and specific holdings have been produced in Vantor's document production but are not immediately relevant to the deposition preparation.
B. Role and Authority
As CEO and sole founder, Vantorovich exercises ultimate authority over Vantor's strategic and operational decisions. He is the controlling shareholder and, as a practical matter, the final decision-maker for all significant commercial relationships, capital allocation decisions, and corporate transactions undertaken by Vantor and its subsidiaries. This includes the SLG/VTS relationship, which represented the single largest customer contract in the Vantor enterprise by annual committed revenue.
It is anticipated that Vantorovich will attempt to distance himself from day-to-day operational decisions during his deposition testimony. This expectation is grounded in the deposition testimony of Sandra Milescu, Vantor's Chief Operating Officer, who testified on August 4, 2023 that operational fleet deployment decisions were within her purview as COO and that she did not routinely consult with Vantorovich on individual customer-level fleet decisions. Vantorovich's counsel will likely rely on this testimony to argue that Vantorovich did not have personal knowledge of the specific decision to reassign 85 tractors from SLG dedicated lanes.
However, the documentary record materially undermines this anticipated defense. Specifically, the November 12, 2021 email from Milescu (Document No. VHC-008417) was addressed directly to Vantorovich, informing him in explicit terms that "We've pulled 85 tractors off the SLG dedicated lanes" and that "SLG won't notice until January." This communication, by its plain terms, demonstrates that Vantorovich was at minimum informed of, and in all likelihood approved, the fleet redeployment decision that directly caused VTS's SLO failures. The email was not a routine operational update; it was a communication from the COO to the CEO regarding a decision that affected the company's single largest customer contract.
An additional important structural issue warrants attention. Vantor Holdings Corp. is the named plaintiff in this action, but Vantor Holdings Corp. is not the signatory to the Transportation Services Agreement. The TSA was executed by Vantor Transport Services LLC, as "Carrier-Provider," and Stonefield Logistics Group Inc., as "Shipper-Customer." VTS is a wholly owned subsidiary of Vantor Holdings Corp. Vantorovich's testimony regarding the corporate structure, the degree of management overlap between parent and subsidiary, and the locus of decision-making authority is directly relevant to the standing issue analyzed in our December 8, 2022 internal memorandum. If Vantorovich testifies that Vantor Holdings Corp. and VTS operate essentially as a single enterprise with unified management and decision-making, this supports our substantive defense that Vantorovich (and therefore Vantor) was personally involved in the operational failures that constituted material breaches. Conversely, if he testifies that Vantor Holdings Corp. and VTS are distinct entities with separate governance and operational authority, this supports our argument that Vantor Holdings Corp. lacks standing to assert breach-of-contract claims under a contract to which it is not a party.
C. Prior Deposition Testimony and Other Witness Context
This will be the first deposition of Nikolai Vantorovich in this matter. No prior sworn testimony from Vantorovich exists in any related proceeding, and no declaration or affidavit from Vantorovich has been filed on the docket. The deposition therefore represents an opportunity to obtain Vantorovich's testimony on the full range of relevant issues without the benefit of a prior record against which he can calibrate his answers.
Three prior depositions of Vantor-side witnesses have been conducted and should be carefully reviewed in preparation:
Derek Pruitt (VP, Business Development, Vantor) — Deposition of July 10, 2023. Pruitt acknowledged during his testimony that VTS "struggled" to maintain committed fleet capacity during Q4 2021. Notably, when asked to identify specific steps VTS took to mitigate damages after the March 4, 2022 termination, Pruitt was unable to identify any. He testified generally that VTS "explored opportunities" and "reached out to the market" but could not name a single shipper, broker, or contract opportunity that VTS pursued. Vantorovich should be confronted with Pruitt's admissions and asked whether he can provide any additional specificity. If Vantorovich similarly cannot identify mitigation efforts, the combined testimony of the two most senior commercial executives at Vantor will powerfully support our failure-to-mitigate defense.
Sandra Milescu (COO, Vantor/VTS) — Deposition of August 4, 2023. Milescu confirmed that 85 tractors were reassigned from SLG dedicated lanes to the Northwind Distribution Co. account in October 2021. She characterized the reassignment as "temporary" and claimed it was driven by "commercial necessity" due to SLG's purported volume shortfalls. However, Milescu could not explain why Stonefield was not notified of the fleet reassignment, and she could not provide documentation of any communication to SLG regarding the reduction in dedicated fleet capacity. Vantorovich should be asked directly whether he authorized or was aware of this decision, and whether he can offer any explanation for the failure to notify Stonefield — a failure that is particularly significant given that the email to Vantorovich expressly stated "SLG won't notice until January," suggesting a deliberate decision to conceal the redeployment.
Raymond Hess (Director, Contract Compliance, Stonefield) — Deposition of July 27, 2023. Hess testified that the cure notice metrics cited in Stonefield's January 18, 2022 Cure Notice were derived from VTS's own Carrier Performance Portal data, and that VTS did not dispute the accuracy of those metrics in its February 14, 2022 cure response. This testimony is significant because it forecloses Vantor's ability to challenge the factual accuracy of the performance data underlying the termination. Vantorovich should be asked whether he is aware that VTS's own data was the source of the metrics and whether he disputes the accuracy of any specific figure.
III. Key Examination Topics and Lines of Questioning
This section sets forth the substantive topics to be covered during the Vantorovich deposition, together with recommended lines of questioning, key documents to be used, and the strategic objectives for each topic. The topics are presented in the recommended examination sequence, as further discussed in Section VI below.
A. Topic 1: Corporate Structure and Decision-Making Authority
Objective. Establish the corporate relationship between Vantor Holdings Corp. and Vantor Transport Services LLC, and develop testimony regarding who at the Vantor enterprise exercised decision-making authority over the key events at issue in this litigation. This topic serves a dual strategic function: it either demonstrates Vantorovich's personal involvement in all material decisions (strengthening our substantive defenses) or, in the alternative, establishes that the parent company (Vantor Holdings Corp.) is operationally and legally distinct from VTS, supporting our standing challenge.
Lines of Questioning
Begin by establishing the basic corporate hierarchy:
• Confirm that Vantor Holdings Corp. is a holding company and that its principal operating subsidiary in the freight transportation business is Vantor Transport Services LLC.
• Confirm that VTS is a New York limited liability company and that Vantor Holdings Corp. is its sole member.
• Ask Vantorovich to describe his formal role at each entity. He is CEO of Vantor Holdings Corp. — does he hold any formal title or officer position at VTS? If so, what is it? If not, what is his relationship to VTS's management and operations?
• Confirm that Sandra Milescu served as Chief Operating Officer of both Vantor Holdings Corp. and VTS simultaneously. Establish this dual-role arrangement and ask Vantorovich to explain how operational authority was divided or shared between the two entities under Milescu's oversight.
• Similarly, confirm that Gregory Fielding serves as Chief Financial Officer of both Vantor Holdings Corp. and VTS. Ask whether Fielding maintained separate financial records for each entity or whether the entities shared financial reporting functions.
• Elicit testimony on who at Vantor/VTS had authority to make decisions regarding:
• Fleet deployment and redeployment (i.e., the decision to assign or reassign tractors and trailers to specific customer accounts)
• Major customer relationships, including the initiation, negotiation, modification, and termination of relationships such as the SLG/VTS relationship
• Responses to cure notices and termination letters received from customers
• The decision to initiate litigation, including the decision to engage outside counsel and to file the Complaint in this action
• The engagement and management of outside counsel, specifically Caldwell Royce & Shapiro LLP
• Ask whether the Vantor Holdings Corp. board of directors (or its equivalent governing body) was consulted regarding any of these decisions, and if so, whether minutes or records of such consultations exist.
• Ask whether VTS has its own board, managing member, or equivalent governance structure separate from Vantor Holdings Corp., or whether VTS's governance is exercised solely through Vantor Holdings Corp.
Strategic Note. The goal of this line of questioning is to develop a record that supports one of two conclusions, each of which is favorable to our client. If Vantorovich testifies that he personally controlled or approved material decisions at VTS (including fleet deployment and the response to the Cure Notice), this testimony directly ties him — and through him, Vantor — to the breaches that justified Stonefield's termination. If, on the other hand, Vantorovich distances himself from VTS's operations and claims that VTS operated independently, this testimony undermines Vantor Holdings Corp.'s standing as plaintiff (since VHC is not a party to the TSA and would be asserting claims under a contract to which only its subsidiary is a signatory). Either way, the testimony advances our defense.
B. Topic 2: The TSA and SLG Relationship
Objective. Confirm Vantorovich's involvement in or knowledge of the negotiation and execution of the Transportation Services Agreement, his understanding of its key terms, and the commercial significance of the SLG account to the Vantor enterprise.
Lines of Questioning
• Confirm that Vantorovich was involved in or aware of the negotiation and execution of the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) between VTS (as "Carrier-Provider") and Stonefield Logistics Group Inc. (as "Shipper-Customer").
• Confirm the principal terms of the TSA:
• Five-year term, running from April 1, 2019 through March 31, 2024.
• Annual Committed Volume ("ACV") of $43.2 million.
• Total five-year minimum commitment of $216 million.
• Confirm Vantorovich's understanding of the Service Level Obligations ("SLOs") set forth in the TSA, specifically:
• On-time pickup rate of at least 95%.
• On-time delivery rate of at least 93%.
• Cargo claims ratio of no more than 0.5%.
• Tender acceptance rate of at least 90%.
• Equipment availability of at least 85% of committed fleet capacity — which, under the TSA, meant at least 340 of the 400 committed tractors and a proportionate number of the 1,200 committed trailers had to be available and operational at any given time.
• Ask whether Vantorovich, at the time of contracting, believed VTS had the operational capacity to perform the TSA, including the ability to maintain the committed fleet of 400 tractors and 1,200 trailers and to meet all SLOs on a sustained basis over the five-year term.
• Explore his understanding of the exclusivity provisions in Schedule C. The TSA designated 14 "Primary Lanes" subject to exclusivity obligations (meaning Stonefield was required to use VTS as its exclusive carrier on those lanes), while "Secondary Lanes" were not subject to exclusivity and Stonefield retained the right to use alternative carriers. Ask whether Vantorovich understood this distinction at the time of contracting.
• Inquire whether Vantorovich understood the consequences of the liquidated damages clause in Section 14.2 and the termination for cause provision in Section 13.1 at the time of contracting. Specifically, ask whether he understood that if Stonefield terminated the TSA for cause and the termination was later determined to have been improper, the liquidated damages formula would calculate damages at 75% of the ACV multiplied by the number of remaining contract years. Ask whether Vantorovich considered this formula to be a reasonable estimate of anticipated harm at the time of contracting.
Key Documents.
• Transportation Services Agreement dated March 15, 2019 (SLG-VTS-2019-0315), particularly Sections 5.3, 7.4, 12.1, 13.1, 13.2, 14.2, 15.1, and 16.
• Schedule B (rate structure).
• Schedule C (lane designations and exclusivity provisions).
C. Topic 3: VTS's Performance Failures in Q4 2021
Objective. Establish the extent of Vantorovich's knowledge regarding VTS's performance deterioration across all SLO metrics during the fourth quarter of 2021, and determine whether he received, reviewed, or was briefed on internal performance reporting reflecting these failures.
Lines of Questioning
Walk Vantorovich through each of the SLO failures documented in the record:
• On-time pickup rate: Fell to 78.2% in Q4 2021, against a contractual SLO of 95%. This represents a shortfall of 16.8 percentage points below the required threshold. Ask whether Vantorovich was aware of this metric and whether he considered a 78.2% on-time pickup rate to be acceptable performance.
• On-time delivery rate: Fell to 81.6% in Q4 2021, against a contractual SLO of 93%. This represents a shortfall of 11.4 percentage points. Ask the same questions regarding his awareness and assessment.
• Tender acceptance rate: Dropped to 71.4% in Q4 2021, against a contractual SLO of 90%. This means VTS was rejecting nearly three out of every ten loads tendered by Stonefield. Ask Vantorovich why VTS was rejecting such a high proportion of tenders and whether he understood the commercial and contractual implications.
• Equipment availability: Fell to approximately 62% of committed fleet capacity — approximately 248 tractors available against the 400-tractor commitment. This means that roughly 152 tractors that should have been available for SLG service were not. Ask Vantorovich to explain the shortfall and whether he was aware that VTS's available fleet was nearly 40% below the contractual commitment.
• Cargo claims: In November and December 2021 alone, VTS incurred 16 cargo claims totaling $387,400, yielding a claims ratio of approximately 1.07% — more than double the 0.5% SLO threshold. Ask whether Vantorovich was aware of these claims and whether any investigation or remediation was undertaken.
Probe the internal reporting Vantorovich received:
• What internal performance dashboards, reports, or summaries did Vantorovich receive regarding VTS's performance on the SLG contract? Were these provided on a monthly, quarterly, or ad hoc basis?
• Did he review the VTS Q4 2021 Performance Report, an internal VTS document that has been produced in Vantor's document production? If he claims he did not, ask whether he was briefed on its contents by Milescu, Pruitt, Fielding, or any other VTS executive.
• Was Vantorovich aware of any internal VTS discussion about the risk that Stonefield would issue a cure notice or terminate the TSA based on Q4 2021 performance? Did any VTS executive raise this risk with him?
• Did Vantorovich consider VTS's Q4 2021 performance to be acceptable? If so, on what basis?
If Vantorovich claims ignorance of VTS's performance failures, confront him with the November 12, 2021 email (VHC-008417), which was sent directly to him and which expressly references the removal of 85 tractors from SLG dedicated lanes. Additionally, confront him with the inherent implausibility of a CEO and 58% owner of a $385 million enterprise being unaware of significant performance failures on the company's single largest customer contract.
D. Topic 4: The November 12, 2021 "Smoking Gun" Email (VHC-008417)
Objective. This is the single most critical document in the case, and the examination on this document should be the centerpiece of the deposition. The goal is to establish that Vantorovich personally received, read, and either authorized or acquiesced in the decision to unilaterally redeploy 85 tractors from SLG dedicated lanes to the Northwind Distribution Co. account, and that this decision directly caused the SLO failures that formed the basis of Stonefield's Cure Notice and ultimate termination.
The Document. The email at issue is Bates-stamped VHC-008417 and was produced in Vantor's initial document production. It is an email from Sandra Milescu (COO) to Nikolai Vantorovich (CEO) dated November 12, 2021, which states, in pertinent part:
> "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."
The supplemental production documents (VHC-029001 through VHC-033218, produced on June 22, 2023) revealed that the "[redacted]" commitment referenced in the email was the Northwind Distribution Co. account, and that the 85 tractors were redirected to that account beginning in October 2021.
Lines of Questioning
The examination on this document should be methodical, patient, and document-driven. Present the email to Vantorovich and proceed through the following questions in a deliberate sequence:
Foundation and Receipt:
• Mark VHC-008417 as a deposition exhibit.
• Ask Vantorovich to identify the document.
• Confirm the sender (Milescu), the recipient (Vantorovich), and the date (November 12, 2021).
• Ask: Did you receive this email?
• Ask: Did you read this email?
• Ask: Did you read this email on or about the date it was sent, November 12, 2021?
Response and Follow-Up:
• Ask: Did you respond to this email in writing?
• Ask: Did you respond to this email orally — for example, by calling Milescu or discussing it with her in person?
• If he claims he did not respond in any way, ask: Why not? An email from your COO telling you that 85 tractors have been pulled off your largest customer's dedicated lanes did not prompt any response from you?
Authorization and Approval:
• Ask: Did you authorize or approve the decision to redeploy 85 tractors from SLG dedicated lanes?
• Ask: Did you know about this decision before Milescu sent this email? In other words, had the decision already been discussed with you before November 12, 2021?
• If he claims he did not authorize the decision, ask: Who had the authority to make a decision of this magnitude without your approval?
Notification to Stonefield:
• Ask: Did you instruct Milescu to notify Stonefield that VTS was reducing the dedicated fleet by 85 tractors?
• If he did not, ask: Why not? Did you believe Stonefield was not entitled to know that VTS was unilaterally reducing fleet capacity by more than 20%?
• Ask about the phrase "SLG won't notice until January." Was this statement discussed between you and Milescu? Did you understand it to mean that VTS was deliberately concealing the fleet reduction from Stonefield?
Understanding of Consequences:
• Ask: Did you understand that pulling 85 tractors off SLG dedicated lanes would reduce VTS's available fleet from approximately 333 tractors to approximately 248 tractors — significantly below the 400-tractor commitment?
• Ask: Did you consider whether this redeployment would constitute a breach of the TSA?
• Ask: Did you consult with counsel or any other advisor about the legal implications of this decision?
The Northwind Account:
• Ask: What was the commitment referenced as "[redacted]" in the email? The supplemental production documents indicate it was the Northwind Distribution Co. account — is that correct?
• Ask: Why was the Northwind account given priority over the SLG account?
• Ask: Was the Northwind account more profitable than the SLG account on a per-mile or per-load basis?
• Ask: Was this redeployment intended to be permanent or temporary? If temporary, what was the planned duration? When were the 85 tractors supposed to be returned to SLG dedicated lanes?
• If he claims the redeployment was temporary, ask: Were the 85 tractors ever returned to SLG dedicated lanes? If not, why not?
Confrontation with Milescu's Testimony:
• At her August 4, 2023 deposition, Milescu characterized the reassignment as "temporary" and claimed it was driven by "commercial necessity" due to SLG's purported volume shortfalls. Ask Vantorovich: Do you agree with that characterization? What specific SLG volume shortfalls prompted the redeployment? Can you identify the data or reports that VTS relied on in determining that SLG volume was insufficient to justify maintaining the full dedicated fleet?
• Milescu could not explain at her deposition why Stonefield was not notified of the fleet reassignment. Press Vantorovich on the same point: Can you explain why Stonefield was not notified? Is there any legitimate business reason for concealing a reduction of this magnitude from a contractual counterparty?
Strategic Note. This is the area where the deposition can be won or lost. The November 12, 2021 email is devastating to Vantor's case because it establishes (a) that VTS deliberately chose to breach the TSA by diverting fleet capacity to another customer, (b) that VTS's CEO was informed of the decision, and (c) that VTS deliberately concealed the breach from Stonefield. Allocate 60 to 75 minutes for this topic and do not allow the witness to escape into vague or evasive answers. Use closed-ended questions to build the foundation, and do not allow Vantorovich to deliver extended narrative speeches about SLG's alleged volume shortfalls or the purported "commercial necessity" of the Northwind redeployment. If he attempts to redirect, bring him back to the specific questions: Did you receive it? Did you read it? Did you authorize it? Did you notify Stonefield?
E. Topic 5: The Cure Notice and Cure Period
Objective. Establish that Vantorovich was aware of Stonefield's Cure Notice, that he was involved in formulating Vantor's response, and that no actual remedial action was taken during the 30-day cure period — meaning VTS's response was argumentative rather than curative.
Lines of Questioning
• Stonefield's Cure Notice was sent on January 18, 2022 by Raymond Hess (Director, Contract Compliance, Stonefield Logistics Group) to Sandra Milescu (COO, Vantor/VTS). The Cure Notice specified each performance failure with reasonable particularity, citing the specific SLO metrics that VTS had failed to meet and the corresponding contractual thresholds. Ask: Was Vantorovich informed of the receipt of the Cure Notice? When? By whom?
• The cure period under the TSA was 30 calendar days, expiring on February 17, 2022. Ask: Did Vantorovich understand the significance of the cure period and the consequences of a failure to cure?
• On February 14, 2022, Derek Pruitt (VP, Business Development) sent a response letter to Janet Kirkwood (VP, Carrier Relations, Stonefield). Ask: Was Vantorovich involved in drafting or approving this response? Did he review the response before it was sent? Was the response discussed at any meeting of Vantor's management team?
• The February 14 response acknowledged "operational challenges" but asserted that VTS's performance failures were caused by three external factors: (i) a nationwide driver shortage, (ii) Stonefield's failure to tender the full Annual Committed Volume, and (iii) Stonefield's alleged instructions to divert volume to spot market carriers. Ask Vantorovich to provide specific facts supporting each of these assertions:
• Nationwide driver shortage: How many drivers did VTS need to hire or retain to meet its SLO obligations? How many driver positions were unfilled? What specific recruiting or retention efforts were undertaken?
• Stonefield's alleged failure to tender ACV: What was the specific volume shortfall in Q4 2021? Can Vantorovich quantify the alleged shortfall with specificity? How did a volume shortfall cause VTS to fail on-time pickup and delivery metrics?
• Diversion to spot market carriers: What specific Stonefield instructions to divert volume does Vantorovich claim were issued? By whom? In what form? Can he identify any documents evidencing such instructions?
• Critically, ask whether VTS actually cured any of the identified deficiencies during the 30-day cure period. Walk through each SLO failure individually:
• Was any fleet capacity returned to SLG dedicated lanes during the cure period? If so, how many tractors?
• Were any additional drivers hired, reassigned, or redeployed to the SLG account during the cure period?
• Were cargo claims investigated and addressed? Were new procedures implemented to reduce claims?
• Did VTS's tender acceptance rate improve during the cure period?
• Can Vantorovich identify any specific remedial action — not rhetorical arguments, but operational changes — that VTS implemented between January 18, 2022 and February 17, 2022?
Strategic Note. The goal of this line of questioning is to demonstrate that VTS's cure response was purely argumentative — it contested Stonefield's right to issue the Cure Notice and deflected blame to external factors, but it did not actually remedy any of the identified performance failures. If Vantorovich cannot identify a single concrete remedial action taken during the cure period, this testimony powerfully supports Stonefield's position that VTS "failed to cure" and that the March 4, 2022 termination was valid under Section 13.1(a) of the TSA.
F. Topic 6: Vantor's Volume Shortfall Allegations Against Stonefield
Objective. Challenge the factual basis for Vantor's allegation that Stonefield failed to tender the Annual Committed Volume in Contract Years 2 and 3, and undermine the causal link Vantor asserts between Stonefield's alleged volume shortfalls and VTS's performance failures.
Lines of Questioning
Vantor's Amended Complaint (filed December 2, 2022) alleges that Stonefield failed to tender the ACV in Contract Years 2 and 3, and that this failure constituted a material breach of the TSA that excused VTS's own performance failures. The specific allegations are as follows:
Contract Year 2 (April 2020 – March 2021):
• Stonefield tendered $31.8 million against the $43.2 million ACV.
• However, Stonefield properly invoked the force majeure provision in Section 12.1 of the TSA for the period of April through September 2020, a six-month period during which the COVID-19 pandemic materially disrupted supply chain operations nationwide. The force majeure invocation was not contested by VTS at the time.
• Adjusting the CY2 ACV for the six-month force majeure period yields an adjusted ACV of $21.6 million ($43.2 million × 6/12 months).
• Against the adjusted ACV of $21.6 million, Stonefield actually tendered $31.8 million — exceeding the adjusted minimum by $10.2 million, or approximately 47%.
• Ask Vantorovich: Was he aware of the force majeure provision in Section 12.1? Does he acknowledge that Stonefield properly invoked force majeure for the COVID-19 period? Did VTS contest the force majeure invocation at the time? How does he reconcile the allegation of a volume shortfall in CY2 with the fact that Stonefield tendered $31.8 million against an adjusted ACV of $21.6 million?
Contract Year 3 (April 2021 – March 2022, partial):
• Stonefield tendered $36.5 million through the termination date of March 4, 2022.
• Vantor calculates a $6.7 million shortfall by comparing the $36.5 million tendered to the full-year ACV of $43.2 million ($43.2 million − $36.5 million = $6.7 million).
• However, the termination occurred on March 4, 2022 — approximately 11 months into the April 2021 – March 2022 contract year. Comparing a partial-year tender amount to a full-year ACV minimum is mathematically misleading. On a pro-rated basis, the expected ACV for 11 months would be approximately $39.6 million ($43.2 million × 11/12), meaning the actual shortfall — if any — was approximately $3.1 million, not $6.7 million. And this calculation does not account for any seasonal variation in freight volumes that may have made the final month of the contract year disproportionately heavy.
• Ask Vantorovich: Does he acknowledge that Contract Year 3 had not concluded at the time of termination? How does he justify comparing a partial-year tender amount to a full-year ACV? Is he aware that Stonefield's pro-rated tender volume was approximately 92% of the pro-rated ACV?
Causal Link:
• The critical question is whether VTS's decision to redeploy fleet assets in October 2021 was made in response to actual volume shortfalls, or whether it was made for other commercial reasons — specifically, to service the Northwind Distribution Co. account.
• Ask: What volume data did VTS review before deciding to pull 85 tractors off SLG dedicated lanes? Can Vantorovich identify the specific report or analysis that demonstrated SLG volume was insufficient to justify maintaining the full dedicated fleet?
• If the Northwind account was the real driver of the redeployment decision, then Vantor's volume-shortfall argument is pretextual — VTS did not reduce fleet capacity because SLG was underperforming on volume, but because VTS found a more profitable use for the equipment.
Strategic Note. The goal is to undermine the causal link between Stonefield's alleged volume shortfalls and VTS's performance failures. If Vantorovich concedes that the force majeure adjustment wipes out the CY2 shortfall, and that the CY3 shortfall calculation is based on an apples-to-oranges comparison of partial-year volume to full-year ACV, Vantor's breach-of-contract counterclaim loses much of its factual foundation. More critically, if Vantorovich cannot demonstrate that the fleet redeployment decision was driven by volume concerns rather than the Northwind opportunity, the "volume shortfall caused our failures" narrative collapses entirely.
G. Topic 7: Stonefield's Use of Alternative Carriers (Exclusivity)
Objective. Establish that Vantorovich cannot identify specific instances where Stonefield used alternative carriers on Primary Lanes subject to the exclusivity provisions of Schedule C, and that Vantor's exclusivity allegations are based on generalized assertions rather than specific facts.
Lines of Questioning
Vantor alleges in its Amended Complaint that Stonefield violated the exclusivity provisions of the TSA by diverting freight to Cascade Freight Systems Inc. (Columbus, Ohio) and Briarwood Trucking Co. (Arlington, Virginia) during the term of the TSA. Stonefield's position, supported by the documentary record, is as follows:
• Schedule C of the TSA designates 14 lanes as "Primary Lanes" subject to the exclusivity obligation in Schedule C, Section 2(a), which requires Stonefield to tender all freight on those lanes exclusively to VTS.
• Schedule C also identifies a separate category of "Secondary Lanes" (Lanes 8 through 14, as designated in the lane classification matrix), which are expressly not subject to exclusivity under Schedule C, Section 2(b). On Secondary Lanes, Stonefield retained the right to use alternative carriers at its discretion.
• Third-party subpoena responses from Cascade Freight Systems Inc. (analyzed August 1, 2023) and Briarwood Trucking Co. (analyzed August 3, 2023) confirm that both carriers were used by Stonefield exclusively on Secondary Lanes. Neither Cascade nor Briarwood handled freight on any of the 14 designated Primary Lanes.
• Janet Kirkwood's September 22, 2021 internal email to Carlos Medina — a Stonefield-side document produced in our April 14, 2023 production — references moving volume to Cascade and Briarwood "on Lanes 8–14." At her deposition, Kirkwood confirmed that this usage was limited to non-Primary Lanes and was undertaken in response to VTS's high tender rejection rate.
Ask Vantorovich:
• Which specific lanes does he contend were subject to the exclusivity obligation under Schedule C?
• Can he identify any specific instances — with specificity as to date, lane, shipment, and carrier — where Stonefield used Cascade Freight Systems or Briarwood Trucking on a Primary Lane?
• Is he aware of the distinction between Primary Lanes and Secondary Lanes under Schedule C? Did he understand that the exclusivity obligation did not extend to Secondary Lanes?
• Does he acknowledge that VTS was rejecting tenders on various lanes during Q3–Q4 2021, with the tender acceptance rate falling to 71.4% in Q4 2021? Does he believe Stonefield was required to leave freight unshipped on Secondary Lanes where VTS was rejecting tenders, rather than tendering that freight to alternative carriers?
Strategic Note. This topic should be handled efficiently — allocate no more than 20 to 30 minutes. The documentary record is strong on this point, and the objective is simply to confirm on the record that Vantorovich cannot identify any Primary Lane violation. If he cannot, the exclusivity claim is effectively neutralized for summary judgment purposes.
H. Topic 8: Awareness of Rate Adjustment Motive
Objective. Elicit a concession from Vantorovich that he has no direct evidence from Stonefield decision-makers supporting Vantor's allegation that the termination was motivated by a desire to avoid higher rates under the April 2022 rate adjustment, and that objective performance failures existed independently of any rate-adjustment consideration.
Lines of Questioning
Vantor's Amended Complaint alleges, in Count III, that Stonefield's termination of the TSA was pretextual and was actually motivated by Stonefield's desire to avoid paying higher per-mile rates under the rate adjustment mechanism in Section 5.3 of the TSA. Specifically, Vantor alleges that the April 2022 rate adjustment would have increased the weighted average per-mile rate from approximately $2.87 to approximately $3.28 — an increase of approximately 14.3% — adding approximately $6.2 million in annual transportation costs to Stonefield.
The rate adjustment mechanism in Section 5.3 is indexed to a composite formula weighted 70% to the diesel fuel price index and 30% to the Consumer Price Index for All Urban Consumers ("CPI-U"), with adjustments calculated and applied each April 1. A rate adjustment analysis memorandum was prepared by Ashford Meridian LLP in February 2022 identifying the projected increase.
Ask Vantorovich:
• What is his factual basis for alleging that the termination was motivated by the upcoming rate adjustment?
• Does he have any direct communications — emails, letters, text messages, or recorded conversations — from any Stonefield personnel indicating that the rate adjustment was a factor in the decision to terminate?
• Specifically, does he have any communications from Marcus Denton (CEO, Stonefield), Tobias Wren (General Counsel, Stonefield), or Priya Ramachandran (CFO, Stonefield) — the three individuals with authority to make or approve a termination decision — indicating that the rate adjustment motivated the termination?
• Is he aware that Stonefield's Cure Notice was issued on January 18, 2022, whereas the Ashford Meridian rate adjustment analysis memo was not prepared until February 2022? How does he reconcile the timeline — the cure process commenced before the rate adjustment analysis was even completed.
• Does he acknowledge that VTS's Q4 2021 performance metrics were objectively and significantly below the SLO thresholds, regardless of any rate adjustment consideration?
Anticipated Response. Vantorovich will likely point to the September 22, 2021 internal email from Janet Kirkwood to Carlos Medina, in which Kirkwood stated: "If VTS doesn't get its act together by Q1 I think we pull the plug on the whole contract." Vantor's counsel has identified this email as a key document supporting its pretextual-termination theory. However, this email also references VTS's operational failures and the diversion of volume to alternative carriers as the "animating concerns" — it is at least as consistent with frustration over VTS's poor performance as it is with any rate-adjustment motive. Be prepared to redirect after Vantor's counsel uses this document on cross.
Strategic Note. The rate-adjustment motive theory is Vantor's attempt to transform a straightforward breach-and-termination case into a bad-faith story about Stonefield engineering a pretext to escape an unfavorable contract. If Vantorovich concedes that he has no direct evidence of rate-adjustment motive from Stonefield decision-makers, the theory is reduced to speculation and inference — which may be insufficient to survive summary judgment on Count III.
I. Topic 9: The Termination and Vantor's Response
Objective. Establish the factual circumstances surrounding the March 4, 2022 termination, Vantorovich's reaction and response, the executive negotiation process, and the decision to file suit.
Lines of Questioning
Stonefield's termination letter is dated March 4, 2022 and was sent by Tobias Wren, General Counsel of Stonefield Logistics Group Inc., to Vantor Holdings Corp. and Vantor Transport Services LLC. The letter stated that VTS "failed to cure the material breaches identified in the January 18, 2022 Cure Notice" and terminated the TSA effective immediately pursuant to Section 13.1(a). At the time of termination, approximately 2 years and 27 days remained on the five-year term (through March 31, 2024).
Ask Vantorovich:
• Did he receive the termination letter? When? In what form (hard copy, email, or both)?
• What was his reaction upon receiving the termination letter?
• Did he attempt to contact anyone at Stonefield to discuss the termination — either before or after receiving the formal letter?
• At the time he received the termination letter, did he consider the termination to be valid? In other words, did he believe Stonefield had the contractual right to terminate?
• When did he first consult with counsel regarding the termination? Specifically, when was Caldwell Royce & Shapiro LLP first engaged?
Explore the timeline between the termination (March 4, 2022) and the demand letter (April 8, 2022):
• A period of approximately 35 days elapsed between the termination and the demand letter sent by Harrison Caldwell of CRS to Stonefield. What happened during that period? Was Vantor evaluating its legal options? Was it attempting informal resolution? Was it assembling information and documents?
Executive Negotiation Sessions:
• The TSA includes an executive negotiation provision in Section 16, requiring the parties to engage in good-faith executive-level discussions before initiating litigation. Stonefield invoked this provision in its April 29, 2022 response to the demand letter.
• Vantorovich participated in two executive negotiation sessions: an in-person meeting on May 16, 2022, and a telephonic session on June 3, 2022, both involving Marcus Denton, CEO of Stonefield.
• Ask: What was discussed at each session? What terms, if any, were proposed by either side? Were any settlement figures discussed? Why did the negotiations fail? Did Vantorovich believe the executive negotiation sessions were conducted in good faith by Stonefield?
J. Topic 10: Damages and Mitigation Efforts
Objective. Develop a detailed factual record on each category of damages claimed by Vantor, and — critically — establish that Vantor made no meaningful effort to mitigate damages following the TSA termination, despite operating in a historically favorable freight market. This testimony will directly support Dr. Evelyn Rosser's rebuttal expert opinions.
Vantor's Damages Claim
Vantor claims approximately $95.4 million in total damages, broken down into the following categories:
Dr. Philip Trask of Trask Greystone & Associates (400 Madison Avenue, Suite 900, New York, NY 10017) served an expert report on May 15, 2023 quantifying these damages.
Lines of Questioning by Damages Category
Liquidated Damages ($67,230,000):
• Does Vantorovich understand the liquidated damages formula in Section 14.2? Can he explain it in his own words?
• Who calculated the $67.23 million figure? Was it Vantor personnel, CRS counsel, or Dr. Trask?
• The formula produces $64.8 million for the two full remaining contract years (75% × $43.2M × 2) plus $2.43 million for the partial year of 27 days. Does Vantorovich believe this amount bears a reasonable relationship to Vantor's actual anticipated harm?
• Does he acknowledge that if the termination was valid for cause under Section 13.1(a), the liquidated damages provision does not apply?
Lost Profits ($18,700,000):
• What was VTS's actual operating margin on SLG freight? Is the 12% figure used by Dr. Trask accurate?
• How was the 12% margin calculated? What costs were included and excluded?
• What were the variable costs associated with VTS's performance of the SLG contract that would have been saved upon termination (fuel, driver wages, maintenance, insurance, tolls, etc.)? Were these costs deducted in calculating the 12% margin?
• Is the operating margin on the SLG contract representative of VTS's overall operating margin, or was the SLG contract more or less profitable than VTS's other customer relationships?
Stranded Assets ($5,200,000):
• What specific tractors and trailers does Vantor claim were acquired solely for the SLG contract? Can Vantorovich identify them by unit number, acquisition date, and acquisition cost?
• Were any of these assets subsequently redeployed to other accounts after the TSA termination? If so, which ones and when?
• What lease termination costs were actually incurred (as opposed to projected or estimated)? On which specific leases? With which lessors?
• Were any leases restructured, extended, or assigned to third parties rather than terminated?
Workforce Reduction ($2,870,000):
• How many employees were actually terminated as a result of losing the SLG contract, as opposed to other business declines or general workforce restructuring?
• When were these terminations made? Were they immediate (March 2022) or phased over time?
• Were any terminated employees reassigned to other VTS accounts or other Vantor subsidiaries?
• What severance terms were offered? Were severance payments contractually required or discretionary?
• Of the approximately 180 terminated employees, how many were drivers, how many were support staff, and how many were management?
Mitigation Costs ($1,400,000):
• What specific costs are included in the $1.4 million mitigation costs figure?
• What specific efforts did VTS undertake to replace the SLG volume? Can Vantorovich identify any specific shipper, freight broker, or contract opportunity that VTS pursued?
• Were any bids submitted for new business? If so, to whom and when? Were any successful?
Mitigation: The Critical Line of Questioning
This is one of the highest-value examination areas. The failure to mitigate is a potentially case-dispositive defense, and the existing deposition record (particularly Pruitt's testimony) already establishes that Vantor's mitigation efforts were, at best, nominal.
Explore the following in detail:
• The freight market in Q1–Q2 2022 was historically robust. Spot rates were elevated approximately 35% above historical averages due to continued pandemic-driven supply chain disruptions and strong consumer demand. This was one of the most favorable freight markets in a decade. Does Vantorovich acknowledge these market conditions?
• Did VTS actively seek replacement freight from other shippers or brokers after the March 4, 2022 termination? If so, describe the specific efforts: Who was contacted? When? What was the outcome?
• Did VTS contact any freight brokers or load boards? If so, which ones? Was VTS listed on any digital freight platforms?
• Did VTS bid on any new dedicated or contract freight opportunities? If so, with which shippers? What were the results?
• Did VTS market its available fleet capacity through any channels — industry publications, trade shows, direct outreach to potential customers?
• Derek Pruitt, Vantor's VP of Business Development — the executive whose primary function is to develop new business — could not identify any specific mitigation steps at his July 10, 2023 deposition. Can Vantorovich identify any steps that Pruitt could not?
• What percentage of VTS's fleet was idle or underutilized in the months following the SLG termination?
• Vantor's consolidated revenue declined from approximately $385 million in FY 2021 to approximately $310 million in FY 2022 — a decline of approximately $75 million. How much of this decline was attributable to the loss of the SLG contract (approximately $43.2 million in ACV) versus general market softening in the second half of 2022?
Expert Context. Dr. Evelyn Rosser's rebuttal expert report (Kensington Analytics Group LLC) will be served on August 25, 2023 — seven days after this deposition. Dr. Rosser opines that maximum defensible damages are $8.2 million under an alternative lost-profits methodology, after adjusting for (a) Vantor's own material breaches of the TSA, (b) Vantor's failure to mitigate in a robust freight market, and (c) proper market-based calculation of lost profits rather than reliance on the liquidated damages formula. If the termination was valid for cause under Section 13.1(a), Dr. Rosser opines that damages are $0. Vantorovich's testimony on mitigation (or the lack thereof) will be used directly to support Dr. Rosser's rebuttal opinions. Michael Chung, Senior Analyst at Kensington Analytics Group, has provided a list of financial data points to elicit from Vantorovich, which have been incorporated into the questioning framework above.
K. Topic 11: Fee Dispute with Caldwell Royce & Shapiro LLP
Sensitivity Note. This is a delicate area that will draw objections from Vantor's counsel. Attorney-client privilege will be asserted regarding the substance of any legal advice provided by CRS to Vantor, and those objections should be respected. However, the existence and nature of a fee dispute between a client and its counsel is generally not privileged. The fact of the dispute, the amounts billed and unpaid, and the financial ability of the client to fund litigation are factual matters relevant to Vantor's ability and willingness to prosecute this action and to the credibility of its $95.4 million damages claim.
Background. Caldwell Royce & Shapiro LLP, located at 1 Liberty Plaza, 22nd Floor, New York, New York 10006, has served as lead counsel for Vantor Holdings Corp. since the pre-suit demand letter dated April 8, 2022. The key CRS personnel involved in this matter are:
• Harrison Caldwell (Named Partner) — lead litigation partner and signatory on the demand letter.
• Meredith Shapiro (Named Partner) — co-counsel.
• Jason Whitford (Senior Associate) — day-to-day litigation management; has attended and defended all prior depositions.
• Alina Petrov (Associate) — junior team member.
Based on information obtained through discovery and collateral sources, CRS's estimated total fees in this matter are approximately $2.1 million, with approximately $870,000 in unpaid invoices. We anticipate that CRS will file a motion to withdraw as counsel on or about October 3, 2023, although at the time of this deposition (August 18, 2023), the withdrawal motion will not yet have been filed. However, there may be pre-existing indications of friction in the attorney-client relationship — such as correspondence regarding unpaid invoices, modifications to the scope of engagement, or discussions about retaining substitute counsel — that can be explored at the deposition.
Lines of Questioning
• Is Vantor current on its legal fees to Caldwell Royce & Shapiro LLP?
• Has there been any dispute or disagreement between Vantor and CRS regarding fees, billing rates, staffing, or the scope of services?
• Has CRS indicated any intention to withdraw from the representation or to modify the scope of its engagement?
• Has Vantor received any communications from CRS regarding unpaid invoices or overdue balances?
• Is Vantor experiencing financial difficulties that affect its ability to fund this litigation?
• Has Vantor considered retaining alternative counsel in the event CRS withdraws or reduces its involvement?
• Does Vantorovich personally guarantee or fund the litigation costs, or are those costs borne entirely by Vantor Holdings Corp.?
• What is Vantor's current cash position and liquidity? Is the company profitable? Does it have access to credit facilities or lines of credit that could be used to fund litigation costs?
Strategic Note. Vantor's FY 2022 revenue declined to approximately $310 million, and the company's financial health and ability to fund a $95.4 million damages claim through trial and potential appeal is directly relevant to settlement dynamics and litigation posture. If Vantor cannot fund the litigation, it may be forced to settle on terms favorable to Stonefield, or it may be unable to retain competent counsel to prosecute the case through trial. This information is valuable for our settlement strategy and may also inform potential motion practice (for example, a motion to compel the production of financial records, or opposition to any request for a trial continuance following CRS's withdrawal).
Caution. Do not press too aggressively on privilege issues during this portion of the examination. Limit questions to facts about the fee relationship and Vantor's financial ability to fund litigation. Do not seek the substance of legal advice, litigation strategy discussions, or settlement authority communications between Vantor and CRS. If CRS counsel instructs the witness not to answer on privilege grounds, note the objection on the record but do not escalate into a protracted dispute. We can address any meritorious privilege disputes through motion practice after the deposition if necessary. The objective here is to develop a factual record, not to provoke a discovery fight.
L. Topic 12: Post-Termination Conduct and Decision to Sue
Objective. Explore the decision-making process that led to the filing of the original Complaint, Vantorovich's expectations regarding the litigation, and whether his position on settlement has evolved since the case was filed.
Lines of Questioning
• The original Complaint was filed on August 12, 2022 in the United States District Court for the Southern District of New York. Who made the decision to file suit? Was it Vantorovich personally? Was the decision discussed with or approved by the Vantor board of directors or any other governing body?
• Before the Complaint was filed, a demand letter was sent on April 8, 2022 by Harrison Caldwell of CRS to Stonefield. Who approved the demand letter? Who determined the $95.4 million demand figure — was it Vantorovich, CRS counsel, or Dr. Trask?
• Stonefield responded to the demand letter on April 29, 2022, rejecting the demand and invoking the executive negotiation period under Section 16 of the TSA. Did Vantorovich consider the executive negotiation sessions (May 16, 2022 in-person meeting; June 3, 2022 telephonic session) to have been conducted in good faith by Stonefield?
• What were Vantorovich's settlement expectations at the time the Complaint was filed? What amount, if any, would he have accepted to resolve the case?
• Have Vantor's settlement expectations changed since the filing of suit? If so, how and why?
• Is Vantorovich aware of any additional facts or circumstances discovered since the filing of suit that have affected his assessment of the strength or value of Vantor's claims?
IV. Key Documents for Use at Deposition
All documents identified below should be pre-marked as deposition exhibits and assembled in tabbed exhibit binders by Helen Tsao, Senior Paralegal. Additional documents may be identified for real-time retrieval through the Pinnacle Forensics eDiscovery platform (Project ID: PF-SLG-2022-0914), which David Moretti (Litigation Support / eDiscovery Manager) will have available during the deposition.
A. Priority Documents (Exhibits)
The following documents are expected to be used during the examination and should be marked as priority exhibits:
1. Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315). Particular attention to Sections 5.3 (Rate Adjustment Mechanism), 7.4 (Service Level Obligations), 12.1 (Force Majeure), 13.1 (Termination for Cause), 13.2 (Termination Without Cause), 14.2 (Liquidated Damages), 15.1 (Limitation of Liability), and 16 (Dispute Resolution / Executive Negotiation). Schedule B (rate structure) and Schedule C (lane designations and exclusivity provisions) should be tabbed separately for ease of reference.
2. Milescu-to-Vantorovich email dated November 12, 2021 (Bates No. VHC-008417). The critical "smoking gun" document: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."
3. VTS Q4 2021 Performance Report (internal VTS document, produced in Vantor's document production). Contains the SLO metrics for the quarter establishing the performance failures.
4. Stonefield C

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT PREPARED IN ANTICIPATION OF LITIGATION

MEMORANDUM

MATTER NO.: 1012-00005

Record

Parties

Dates

Amounts