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DEPOSITION SUMMARY — NIKOLAI VANTOROVICH (PARTIAL)

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

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

Calderwood & Harkness Matter No.: 1012-00005

Date of Memorandum: August 22, 2023

Prepared By: Simone Laroche, Associate, Litigation (General), Calderwood & Harkness LLP

Distributed To: Samuel Eklund, Responsible Partner; Patrick Gallagher, Lead Associate

Re: Summary and Analysis of Deposition of Nikolai Vantorovich, CEO and Founder, Vantor Holdings Corp. — taken August 18, 2023

This memorandum constitutes attorney work product prepared in anticipation of litigation and is protected from disclosure by the work-product doctrine. This memorandum is further subject to the attorney-client privilege to the extent it reflects or incorporates privileged communications. Distribution is limited to the individuals identified above. Do not forward or copy without approval of Samuel Eklund.

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I. DEPOSITION OVERVIEW AND PROCEDURAL DETAILS

A. Logistics

The deposition of Nikolai Vantorovich was conducted on August 18, 2023, at the offices of Caldwell Royce & Shapiro LLP, located at 1 Liberty Plaza, 22nd Floor, New York, NY 10006. The relevant participants and logistical details are set forth below:

The witness appeared in his dual capacity as an individual fact witness and as a designee of both Vantor Holdings Corp. and Vantor Transport Services LLC ("VTS"), the operating subsidiary that served as the "Carrier-Provider" under the Transportation Services Agreement at issue in this litigation.

B. Duration and Early Termination

The deposition commenced at approximately 9:30 a.m. on August 18, 2023. Examination proceeded through the morning session and continued after a lunch recess. In total, the elapsed examination time was approximately 4.5 hours of the 7-hour maximum allotted under Federal Rule of Civil Procedure 30(d)(1).

At approximately 2:15 p.m., Vantorovich stated on the record that he was feeling "extremely unwell" and was experiencing a "severe headache and nausea." Harrison Caldwell, counsel for Vantor, immediately placed an objection on the record and requested an adjournment of the deposition on the grounds that the witness was physically unable to continue due to illness.

Patrick Gallagher, on behalf of Stonefield, noted on the record that Stonefield reserved all rights to complete the deposition at a later date and objected to the characterization of the witness's condition, noting that no medical documentation or professional medical evaluation had been offered to substantiate the claim of illness. Gallagher further stated that Stonefield did not consent to the adjournment and viewed the termination as unilateral.

Notwithstanding Gallagher's objection, the deposition was adjourned at approximately 2:20 p.m. without completion of the examination. Approximately 2.5 hours of examination time remained unused.

Subsequent Procedural Developments: On September 12, 2023, Vantor moved to compel the completion of Vantorovich's deposition, asserting that the witness had recovered and was available for further examination. Judge Calloway granted Vantor's motion on September 22, 2023, and ordered that the deposition be completed by October 20, 2023. Notwithstanding the court's order, the deposition was never completed. On October 3, 2023, Caldwell Royce & Shapiro LLP filed a motion to withdraw as counsel for Vantor, which was granted on October 18, 2023, two days before the court-imposed deadline. As of the date of this memorandum, the deposition remains incomplete, and Vantor has not retained substitute counsel. The implications of these developments for the deposition and the case more broadly are discussed further in Section IV below.

C. Exhibits Used

The following exhibits were marked and used during the deposition of Nikolai Vantorovich. This list reflects the exhibits referenced during the approximately 4.5 hours of examination completed. Additional exhibits may have been designated for use during the uncompleted portion of the examination.

Exhibit 5, the November 12, 2021 internal VTS email from Sandra Milescu to Nikolai Vantorovich (Bates No. VHC-008417), is the document we have internally characterized as the "smoking gun" email. It directly addresses Milescu's decision to pull 85 tractors off of SLG dedicated lanes and is discussed at length in Section II.E below. All exhibits have been cataloged and cross-referenced in the Pinnacle Forensics review platform, as discussed further in Section VI.

II. SUMMARY OF TESTIMONY BY TOPIC

A. Background and Role at Vantor Holdings Corp.

Vantorovich testified that he is the founder and Chief Executive Officer of Vantor Holdings Corp., a New York corporation headquartered at 580 Eighth Avenue, 14th Floor, New York, NY 10018. He testified that he founded the company approximately 22 years ago, building it from what he described as a "single-truck operation" into a significant freight transportation enterprise. His testimony conveyed considerable personal pride in the growth of the business and his role in its development.

With respect to ownership, Vantorovich testified that he holds approximately 58% of Vantor Holdings Corp. He identified Gregory Fielding's Fielding Family Trust as holding approximately 12% of the company, with the remaining approximately 30% distributed among various minority investors. Vantorovich did not identify these minority investors by name, and Gallagher did not pursue this line of inquiry further during the session.

Vantorovich confirmed that Vantor Holdings Corp. is the sole member of Vantor Transport Services LLC ("VTS"), the operating subsidiary that performed transportation services under the TSA with Stonefield. He testified that VTS operates a fleet of approximately 650 owned tractors and 2,100 trailers, with additional freight capacity sourced through independent owner-operators under contract with VTS. He further testified that as of fiscal year 2021, Vantor and VTS collectively employed approximately 1,900 employees, including drivers, dispatchers, maintenance personnel, and corporate staff.

On the subject of revenue, Vantorovich testified that Vantor's consolidated revenue was approximately $385 million in fiscal year 2021 and declined to approximately $310 million in fiscal year 2022. He attributed this decline "in large part" to the loss of the Stonefield contract and, to a lesser extent, to a general decline in the freight market during that period. He did not provide more granular detail regarding how much of the revenue decline was attributable specifically to the SLG contract versus other factors.

Vantorovich described his role within the company as "strategic" and "high-level." He testified that he focused primarily on business development, maintaining key customer relationships, and making capital allocation decisions. He testified repeatedly — and this became a recurring theme throughout the deposition — that he was "not involved in day-to-day fleet decisions" and that he deferred operational matters to Sandra Milescu, the Chief Operating Officer, and Derek Pruitt, the Vice President of Business Development. Vantorovich also identified Gregory Fielding as the Chief Financial Officer, who handled all financial reporting and was responsible for the financial management of both Vantor Holdings and VTS. Fielding reported directly to Vantorovich on all financial matters.

Vantorovich emphasized that Milescu was responsible for fleet operations, driver management, route planning, and the day-to-day execution of transportation services under VTS's contracts, including the Stonefield TSA. He portrayed Pruitt as responsible for managing customer relationships at the commercial level and for business development efforts, including identifying and securing new freight contracts.

B. The Stonefield Relationship and the TSA

Vantorovich acknowledged that the Transportation Services Agreement with Stonefield was a significant contract for VTS — indeed, he confirmed it was the largest single-customer contract held by VTS at the time of its execution. He testified that he was personally involved in negotiating the business terms of the TSA with Stonefield's management team, though he was notably imprecise about the details of those negotiations. When asked to identify Stonefield's negotiating representatives, Vantorovich could not recall specific names, referring only to "someone from their operations side." This vagueness regarding a negotiation in which he was personally involved is noteworthy, though standing alone it is not unusual for a CEO testifying about events several years in the past.

When shown the TSA itself (marked as Exhibit 1), dated March 15, 2019, Vantorovich confirmed his understanding that VTS was the signatory counterparty identified in the agreement as the "Carrier-Provider" and that Stonefield was identified as the "Shipper-Broker." He confirmed that the TSA had a five-year term commencing April 1, 2019 and running through March 31, 2024.

Regarding the financial terms of the agreement, when asked about the Annual Committed Volume ("ACV") of $43.2 million, Vantorovich testified that he "understood that SLG had commitments to us, just as we had commitments to them." This framing — placing mutual obligations on equal footing — was consistent with the general posture of Vantor's complaint, which alleges that Stonefield breached its volume commitments before VTS experienced any performance issues.

Vantorovich expressed general awareness that, under the TSA, VTS committed to maintaining a minimum fleet capacity of 400 tractors and 1,200 trailers dedicated to Stonefield freight. However, he testified that he did not personally track fleet deployment on a day-to-day or week-to-week basis, characterizing fleet management as within Milescu's purview.

On the Service Level Obligations ("SLOs") contained in the TSA, Vantorovich testified that he was aware of the SLO framework at a "general level" but stated he did not personally monitor specific SLO metrics. He again attributed that responsibility to Milescu and her operational team. He acknowledged understanding that VTS was expected to meet certain performance thresholds regarding on-time pickups, on-time deliveries, tender acceptance rates, and cargo claims ratios, but testified that he "wasn't looking at the dashboards every day."

When asked about the liquidated damages provision in Section 14.2 of the TSA, Vantorovich testified he was generally aware that there were "provisions protecting both sides if the contract was terminated early" but stated he could not recall the specific formula or the 75% multiplier without referring to the document itself. When Gallagher directed him to Section 14.2 and read aloud the formula — 75% of the ACV multiplied by the number of remaining contract years — Vantorovich acknowledged the provision but stated that he "relied on our lawyers at the time," referring to Vantor's transactional counsel, and believed the clause was "standard" and "fair to both parties." He did not identify Vantor's transactional counsel by name during this exchange.

C. Stonefield's Volume Tenders and Alleged Shortfalls

Vantorovich expressed significant frustration throughout his testimony regarding what he characterized as Stonefield's failure to tender the committed freight volumes under the TSA. This was a recurring theme in his testimony and one to which he returned repeatedly, even when questions were directed at VTS's own performance shortfalls.

Vantorovich testified that he first became aware that Stonefield's volumes were declining "sometime in 2020, maybe mid-2020." He initially attributed the decline to the impact of the COVID-19 pandemic on freight demand. When asked about specific dollar figures, he testified that he did not have "exact numbers in my head" but was aware that Stonefield's tenders were "well below what they promised us."

Gallagher then showed Vantorovich financial data reflecting that, during Contract Year 2 ("CY2," covering the period April 2020 through March 2021), Stonefield's actual tenders totaled approximately $31.8 million against the $43.2 million ACV. Vantorovich reviewed the figures and testified that these numbers "look right" and that the shortfall "hurt us." He characterized the volume shortfall as a significant breach of the TSA by Stonefield.

However, Gallagher then confronted Vantorovich with the force majeure provision in Section 12.1 of the TSA and Stonefield's invocation of force majeure for the period April 2020 through September 2020, based on the impact of the COVID-19 pandemic on national freight demand. When asked whether force majeure excused Stonefield's volume shortfalls during that six-month period, Vantorovich testified that he "didn't think force majeure applied" because "everybody was dealing with COVID, but freight was still moving." This testimony, while consistent with Vantor's legal position, reflects a layperson's understanding of the force majeure provision rather than a careful reading of the contractual language.

Critically, when Gallagher presented the adjusted CY2 ACV calculation — reducing the annual commitment of $43.2 million by half to $21.6 million to reflect the six-month force majeure period (i.e., $43.2M × 6/12 = $21.6M) — and noted that Stonefield's actual tenders of $31.8 million during CY2 exceeded the adjusted minimum by approximately $10.2 million, Vantorovich could not specifically dispute the arithmetic. He deferred to "what our financial people would say about that." This exchange was significant because it demonstrates that, under one reasonable reading of the contract, Stonefield actually exceeded its volume commitment during CY2 when the force majeure adjustment is taken into account.

For Contract Year 3 ("CY3," running from April 2021 through January 2022, the abbreviated period ending with the Cure Notice), Gallagher showed Vantorovich data reflecting partial tenders of approximately $36.5 million against the full-year ACV of $43.2 million. Vantorovich testified that Stonefield was "always looking for ways to short us" and claimed the company was "deliberately" reducing volume to "push us out" of the relationship. This testimony was delivered with considerable emotion and appeared to reflect deeply held personal convictions, but it was not substantiated with specific evidence during the deposition.

When asked to provide specific evidence that Stonefield was deliberately reducing volume — as opposed to volume fluctuations attributable to market conditions or other factors — Vantorovich became vague. He referred generally to "things I was told by Derek [Pruitt]" and "conversations" he had with his team, but could not provide specific dates, documents, or details of those conversations. This pattern of deferral to subordinates and reliance on hearsay was consistent throughout the deposition.

Vantorovich further testified that he believed Stonefield was diverting freight to competing carriers, specifically identifying Cascade Freight Systems Inc. and Briarwood Trucking Co., in violation of the exclusivity provisions of the TSA. However, when asked which specific lanes were affected by the alleged diversion, he could not identify lane numbers, route designations, or origin-destination pairs, and stated: "Derek and Sandra would know the specifics." When Gallagher pressed on whether Vantorovich was aware that Schedule C of the TSA distinguishes between "Primary Lanes" (14 designated lanes subject to exclusivity) and "Secondary Lanes" (which were not subject to exclusivity), Vantorovich testified he was "not familiar with that distinction" and stated, with some irritation: "I'm a CEO, not a lane planner." This exchange is significant because it undermines Vantor's exclusivity-breach allegation to the extent that the alleged diversions affected only Secondary Lanes, which were not contractually protected. Janet Kirkwood's deposition testimony, discussed in Section V below, directly addresses this issue.

D. VTS Performance Issues — Q4 2021

The examination turned to VTS's own performance during the fourth quarter of 2021, the period immediately preceding Stonefield's Cure Notice. This was a critical line of questioning, as VTS's performance during this period forms the factual predicate for Stonefield's termination-for-cause defense.

When shown the VTS Q4 2021 Performance Report (Exhibit 6), an internal VTS document, Vantorovich acknowledged generally that there had been "challenges" in the fourth quarter of 2021. He attributed those challenges to external factors, including the nationwide driver shortage, supply chain disruptions, and — most prominently — Stonefield's alleged volume shortfalls.

Gallagher then walked Vantorovich through the specific performance metrics reflected in the Q4 2021 Performance Report:

Vantorovich did not directly dispute any of these figures. This is significant and should be noted for summary judgment purposes — the CEO and 58% owner of the plaintiff entity, testifying both individually and as a corporate representative, effectively conceded the accuracy of the performance metrics underlying Stonefield's Cure Notice and subsequent termination. Instead of disputing the numbers, Vantorovich offered a causation defense, testifying: "Those numbers reflect a period where SLG wasn't giving us the volume to keep our fleet active. You can't keep 400 trucks sitting around waiting for loads that never come."

Gallagher then turned to cargo claims. The Q4 2021 data reflected 16 documented cargo claims filed in November and December 2021 alone, totaling $387,400 in claimed losses. This yielded a claims ratio of approximately 1.07% against total revenue during the period, well in excess of the TSA's SLO threshold of ≤0.5%. When confronted with these figures, Vantorovich testified that he "was not aware of those particular claims at the time" and that cargo claims "were handled at the operational level by Sandra [Milescu] and her team." He did not dispute the figures themselves.

Throughout this entire line of questioning, Vantorovich maintained that VTS's performance issues were "directly caused" by Stonefield's volume shortfalls and its failure to tender committed freight. This causation narrative is central to Vantor's case theory, but Vantorovich's inability to address the specific metrics or offer particularized rebuttal weakens its persuasive force, particularly at the corporate-representative level.

E. The November 12, 2021 Email (VHC-008417) — Key Testimony

This section addresses what may be the most significant exchange of the entire deposition. The November 12, 2021 email from Sandra Milescu to Nikolai Vantorovich, Bates-stamped VHC-008417, is a document of central importance to Stonefield's defense. The email was produced by Vantor in discovery and reads, in relevant part:

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

The significance of this email cannot be overstated. It indicates that VTS unilaterally removed 85 tractors — more than 20% of the 400-tractor committed fleet — from Stonefield's dedicated lanes in or around November 2021, and did so with the expectation that Stonefield would discover the redeployment until January 2022. The email was addressed directly to Vantorovich, the CEO and majority owner.

When Gallagher showed Vantorovich Exhibit 5 and directed his attention to the content of the email, Vantorovich initially testified that he "did not recall" receiving the email. This initial response was delivered after a noticeable pause during which the witness examined the document.

Gallagher pressed the witness, noting that the email was addressed directly to Vantorovich's personal email account and that email delivery logs produced in discovery confirmed that the message was delivered to his inbox on November 12, 2021. In response, Vantorovich modified his testimony, stating: "I receive hundreds of emails every day. I can't be expected to remember every one of them from two years ago." This qualified retreat from the initial non-recall — while not an outright admission — was notable in its shift from "I don't recall receiving it" to "I may have received it but can't be expected to remember it."

When asked whether he read the email at the time it was received, Vantorovich testified: "I may have seen it. I don't recall reading it in detail." This response was delivered with visible discomfort, and the witness appeared to be choosing his words carefully.

Gallagher then asked whether Vantorovich approved or directed the decision to pull 85 tractors off of SLG's dedicated lanes. Vantorovich denied involvement, testifying: "I was not involved in fleet deployment decisions. That was Sandra's area." This answer was consistent with his earlier testimony regarding the division of responsibilities within the company but, as discussed in Section III below, is difficult to reconcile with the scope of his authority as CEO and majority owner.

Gallagher further asked whether the reference to "[redacted] commitments" in the email referred to Northwind Distribution Co., a VTS customer that, based on other discovery, appears to be the beneficiary of the redeployed tractors. Harrison Caldwell objected on the grounds of foundation and relevance. Vantorovich testified that he "didn't know what [redacted] referred to" and stated he "would have to ask Sandra." This testimony stands in tension with Sandra Milescu's own deposition testimony, discussed in Section V below, in which Milescu confirmed that the tractors were indeed reassigned to the Northwind Distribution Co. account.

When Gallagher asked whether Vantorovich agreed that pulling 85 tractors off SLG dedicated lanes without notifying Stonefield constituted a breach of VTS's obligations under the TSA — specifically the equipment availability commitment of 400 tractors — Caldwell objected to the form of the question. Vantorovich testified: "I don't believe VTS breached the agreement. SLG wasn't sending us enough freight to justify 400 trucks." This response, while not a direct admission, notably fails to address the core question of whether unilateral removal of tractors without notice constitutes a breach regardless of the reasons for the removal.

Gallagher then posed what was perhaps the most pointed question of the deposition: how VTS could maintain that Stonefield caused VTS's performance failures when VTS itself had unilaterally removed 85 tractors from Stonefield's dedicated lanes months before the January 2022 Cure Notice. In response, Vantorovich became visibly agitated — the video recording should be reviewed for this exchange — and stated: "We were trying to survive. SLG was strangling us financially."

Gallagher noted for the record that the witness did not answer the question. Caldwell, to his credit, instructed the witness to answer. Vantorovich then repeated, in substance, that "SLG's volume declines forced us to make business decisions." He did not directly address how the unilateral removal of tractors could be reconciled with VTS's claim that its performance failures were caused by Stonefield's volume shortfalls, rather than by VTS's own deliberate redeployment of capacity.

Assessment: Vantorovich's inability to recall or explain the November 12, 2021 email is a favorable development for Stonefield's defense. The email itself is a powerful piece of evidence: it was addressed directly to the CEO, it describes a major operational decision affecting the company's largest customer, and it contains the conspiratorial note that "SLG won't notice until January." Vantorovich's repeated deflection to Milescu on fleet decisions, combined with the email being addressed directly to him, creates significant credibility problems for the "causation by SLG volume shortfalls" narrative that is central to Vantor's case. However, his testimony was not an outright admission of knowledge or approval of the tractor redeployment. He maintained his position that fleet decisions were Milescu's responsibility and that he did not recall the email in detail. This leaves some ambiguity that Vantor's counsel could attempt to exploit if the deposition were completed or if the matter proceeds to trial — for example, by arguing that Milescu's decision was made independently and without Vantorovich's knowledge or approval, and that it represented a reasonable operational response to SLG's volume shortfalls. Nevertheless, the totality of the exchange is favorable to Stonefield, and the video of Vantorovich's visible agitation during this line of questioning could be highly effective if shown to a jury.

F. The Cure Notice and Termination

Gallagher then turned to the cure-and-termination sequence, covering the Cure Notice, VTS's response, and Stonefield's ultimate termination of the TSA.

When shown the Cure Notice dated January 18, 2022 (Exhibit 2), issued from Raymond Hess, on behalf of Stonefield, to Sandra Milescu at VTS, Vantorovich confirmed that he became aware of the Cure Notice "shortly after it was received." However, he could not specify the exact date on which he learned of the Cure Notice, testifying only that Milescu or Pruitt brought it to his attention within a few days. He did not produce or identify any internal communications reflecting his reaction to or discussion of the Cure Notice.

Vantorovich testified that, upon learning of the Cure Notice, he "discussed the situation with Sandra [Milescu] and Derek [Pruitt]." When asked what specific steps VTS took to cure the identified breaches during the 30-day cure period — which ran from January 18 through February 17, 2022 — Vantorovich offered only a general response: "We put together a response and made efforts to address their concerns."

Gallagher pressed for specifics. He asked how many tractors were redeployed back to SLG dedicated lanes during the cure period, what driver recruitment initiatives were undertaken, what changes were implemented to improve on-time pickup and delivery rates, and what steps were taken to reduce the cargo claims ratio. Vantorovich's response to each of these questions was substantially the same: "Sandra handled the operational response. I was involved at the strategic level." He could not identify a single specific remedial action taken during the cure period.

When shown VTS's February 14, 2022 response to the Cure Notice (Exhibit 3), sent from Derek Pruitt to Janet Kirkwood at Stonefield, Vantorovich reviewed the letter and confirmed that it "accurately reflected our position." The response, as noted, acknowledged "operational challenges" but attributed them to (1) nationwide driver shortages, (2) Stonefield's own volume shortfalls, and (3) what VTS characterized as Stonefield's instructions to divert volume to spot market carriers. Notably, the February 14 response did not identify any specific remedial actions actually taken by VTS to cure the identified performance deficiencies.

Gallagher pressed this point, asking Vantorovich directly whether the February 14 response identified any concrete remedial steps. Vantorovich paused — the pause was notable in both duration and apparent discomfort — and stated: "The letter speaks for itself." This response effectively conceded that the cure response did not identify specific remediation, a point that strongly supports Stonefield's position that VTS failed to cure within the contractual cure period.

When shown the March 4, 2022 Termination Letter (Exhibit 4) from Tobias Wren at Stonefield, terminating the TSA effective immediately for failure to cure, Vantorovich testified that he was "shocked" and "angry" and believed the termination was "completely unjustified." His testimony on this point was delivered with genuine emotion.

Vantorovich then advanced what appears to be a core element of Vantor's pretext theory. He testified that he believed the termination was pretextual, stating: "They wanted out of the contract because the rates were going up in April. It was cheaper for them to terminate and hire cheaper carriers." When asked what specific evidence he had that the impending rate adjustment — rather than VTS's documented performance failures — drove the termination decision, Vantorovich testified: "It's common sense. The contract was about to get 14% more expensive for them. Why else would they terminate?"

Despite the apparent conviction of this testimony, Vantorovich could not point to any specific communication from Stonefield personnel — whether written or oral — referencing the rate adjustment as a reason for the termination decision. The pretext theory, as articulated by Vantorovich, rests entirely on the temporal proximity of the termination to the rate adjustment and on the inference that cost savings motivated Stonefield's actions.

Gallagher then explored the rate adjustment mechanism in TSA Section 5.3. Vantorovich confirmed his understanding that the scheduled April 2022 rate adjustment would have increased per-mile rates from approximately $2.87 to $3.28, representing a 14.3% increase. He testified that he believed this would have added "millions of dollars" in annual costs to Stonefield. When Gallagher suggested that the projected annual cost increase was approximately $6.2 million, Vantorovich agreed that figure was "in the right ballpark."

G. Post-Termination Mitigation Efforts

Gallagher devoted a significant portion of the afternoon examination to Vantor's post-termination mitigation efforts — or, more accurately, to the apparent absence of such efforts. Vantorovich's testimony on this topic was notably thin and consistently vague, and represents one of the most favorable segments of the deposition for Stonefield's defense.

When asked what steps Vantor and VTS took to mitigate their losses following the March 4, 2022 termination of the TSA, Vantorovich testified: "We tried to find other customers to replace the SLG volume. It wasn't easy." Beyond this general assertion, he was unable to provide any meaningful detail.

Gallagher asked Vantorovich to identify specific potential customers that Vantor or VTS approached to replace the Stonefield volume. Vantorovich could not name a single potential customer. Gallagher asked what marketing efforts were undertaken — whether Vantor engaged freight brokers, listed capacity on freight-matching platforms such as DAT or Penrose Services Inc., or conducted outbound sales efforts targeting shippers in the lanes previously dedicated to Stonefield. Vantorovich could provide no specifics, testifying: "Derek [Pruitt] was handling business development. I know we reached out to people." The witness's tone during this exchange conveyed discomfort, and he appeared to recognize the weakness of his responses.

Gallagher then introduced evidence regarding the state of the freight market in the first and second quarters of 2022 — the period immediately following the termination. Industry data reflects that spot market rates during this period were approximately 35% above historical averages, and carrier demand was elevated across most major freight lanes. In other words, the market conditions at the time of termination were highly favorable for a carrier seeking to replace lost volume. When confronted with this data, Vantorovich conceded that "the market was active" but maintained that "it wasn't that simple" to replace the SLG contract because VTS had "dedicated assets and dedicated drivers" that were configured specifically for SLG lanes and freight characteristics.

Gallagher followed up by asking why VTS could not have redeployed those dedicated assets — tractors, trailers, and drivers — to serve other customers in the active freight market. Vantorovich was unable to provide a cogent explanation. He did not identify any technical, contractual, or logistical barrier to redeployment beyond the general assertion that the transition would have been difficult.

Gallagher then turned to the workforce reduction costs included in Vantor's damages claim. Vantor's demand letter claims approximately $2.87 million in costs associated with the severance of approximately 180 employees following the termination. When asked about the timing and circumstances of these layoffs, Vantorovich testified that the reductions occurred "gradually" in "the months after termination" but could not provide specific dates, the sequence of reductions, or the criteria used to select employees for termination. When asked whether VTS attempted to reassign those 180 employees to other VTS accounts — rather than terminating their employment — Vantorovich testified: "We tried, but there wasn't enough work." He did not identify any specific reassignment efforts.

Assessment: Vantorovich's inability to identify any specific mitigation efforts is highly significant and strongly supports Stonefield's failure-to-mitigate affirmative defense. Under New York law, Vantor bears the burden of demonstrating that it took reasonable steps to mitigate its losses following the termination. Vantorovich, testifying as the CEO and majority owner of the plaintiff entities, could not identify a single concrete mitigation step — not a customer approached, not a platform utilized, not an asset redeployed, not a dollar spent on business development. His testimony was consistently vague and deferential to Pruitt and Milescu, whom he repeatedly cited as having handled the operational and business development response. It bears noting, however, that Derek Pruitt's own deposition testimony (July 10, 2023) was similarly vague on the topic of mitigation. Pruitt also could not identify specific mitigation steps taken after termination. The consistency of this gap across multiple witnesses from the plaintiff's own organization strengthens the inference that meaningful mitigation efforts were either not undertaken or were so minimal as to be unremarkable even to the individuals ostensibly responsible for them.

H. Corporate Decision-Making and Governance

Gallagher explored the corporate governance structure of Vantor Holdings Corp. and VTS in a series of questions designed to establish the degree of Vantor Holdings' control over VTS and the decision-making authority exercised by Vantorovich personally.

Vantorovich confirmed that Vantor Holdings Corp. is the sole member of Vantor Transport Services LLC. He further confirmed that major decisions affecting VTS — including significant contract negotiations, capital expenditure approvals, and decisions related to litigation — were made at the Vantor Holdings level rather than by VTS independently.

Notably, Vantorovich confirmed that VTS does not have a separate board of directors or any independent governance structure. Operational decisions for VTS are made by Sandra Milescu (COO) and Derek Pruitt (VP, Business Development), subject to Vantorovich's oversight in his capacity as CEO of the sole member. Gregory Fielding (CFO) reports directly to Vantorovich on all financial matters for both Vantor Holdings and VTS.

When asked whether Vantor Holdings authorized the filing of this lawsuit, Vantorovich testified: "Yes, of course. I authorized it." This testimony is relevant to questions regarding standing and the real-party-in-interest issue. Because VTS — not Vantor Holdings — was the signatory to the TSA, there is a potential standing argument that VTS, rather than Vantor Holdings, is the proper plaintiff. Vantorovich's confirmation of Vantor Holdings' complete control over VTS, and his personal authorization of the litigation on behalf of both entities, is relevant to this analysis.

When Gallagher asked about Vantor's relationship with its litigation counsel, Caldwell Royce & Shapiro LLP, Vantorovich initially answered that the relationship was "fine." However, when pressed for further detail, he became noticeably evasive. Harrison Caldwell promptly objected to questions regarding the attorney-client relationship, asserting privilege. When Gallagher, in general terms and without seeking privileged communications, asked whether Vantor was current on its legal fees to Caldwell Royce, Caldwell again objected on the grounds of privilege, and Vantorovich did not answer the question.

Note for internal use only: Vantorovich's evasiveness on the subject of the fee relationship with Caldwell Royce presaged the subsequent developments. Caldwell Royce & Shapiro LLP filed its motion to withdraw as counsel on October 3, 2023, citing "irreconcilable differences" with the client. The motion, which was granted on October 18, 2023, referenced approximately $870,000 in unpaid invoices. The financial strain on Vantor, as reflected in the unpaid legal fees and the revenue decline from $385 million to $310 million, raises serious questions about Vantor's ability to fund the prosecution of a case seeking $95.4 million in damages. This is a topic that should have been explored during the uncompleted portion of Vantorovich's deposition.

I. Awareness of Damages Claim and Expert Engagement

When asked about the total damages Vantor claims in this action — $95.4 million — Vantorovich confirmed his understanding of the "general number" but testified he could not break it down by category without referring to the demand letter.

Gallagher directed Vantorovich to the demand letter dated April 8, 2022 (Exhibit 7), sent from Harrison Caldwell to Tobias Wren at Stonefield. Vantorovich reviewed the letter and confirmed the damages breakdown set forth therein:

When asked about the basis for the $18.7 million lost profits claim — which appears to be calculated by applying a 12% operating margin to the remaining committed volume — Vantorovich testified that he understood VTS's operating margins on SLG freight were "in that range" but deferred the specifics to Gregory Fielding (CFO). He did not demonstrate independent knowledge of VTS's profitability on the Stonefield account.

With respect to expert engagement, Vantorovich confirmed his awareness that Vantor had retained Dr. Philip Trask and the consulting firm Trask Greystone & Associates as a damages expert. However, he testified that "my lawyers handled that" and stated he was "not involved in the details of the expert's work." He could not discuss the methodology, assumptions, or conclusions in Dr. Trask's report. This is not unusual for a CEO witness, but it does mean that the expert's opinions will need to be defended entirely through Dr. Trask himself and through the underlying financial data.

J. The Executive Negotiation Period

Vantorovich confirmed that, pursuant to TSA Section 16, the parties engaged in a mandatory 30-day executive negotiation period before Vantor initiated formal litigation. The executive negotiation provision required the CEOs of both parties to meet personally in an attempt to resolve disputes before either party could commence arbitration or litigation.

Vantorovich testified that he personally attended the first executive negotiation meeting on May 16, 2022, along with Marcus Denton, the CEO of Stonefield Logistics Group. The meeting took place at an unspecified location that Vantorovich did not identify during the deposition. When asked who else attended the meeting, Vantorovich did not identify any other participants, suggesting the meeting may have been a one-on-one session between the two principals.

Vantorovich described the May 16 meeting as "unproductive." He testified that Denton "was not willing to acknowledge that SLG had broken its promises" and that Stonefield "had no interest in making things right." When asked what specific settlement proposal or resolution Vantor offered at the meeting, Vantorovich testified: "We wanted them to honor the contract or pay us what they owed." He did not identify a specific dollar figure or structural proposal that Vantor placed on the table.

Vantorovich confirmed that a second executive negotiation session occurred by telephone on June 3, 2022. He characterized this session as also unsuccessful and stated that neither party was willing to move from its position.

Following the failure of the executive negotiation process, Vantorovich testified that he authorized Caldwell Royce & Shapiro LLP to proceed with filing the lawsuit. The complaint was filed on August 12, 2022, in the United States District Court for the Southern District of New York.

K. Topics Not Covered (Due to Early Termination)

The early termination of the deposition at approximately 2:20 p.m. on August 18, 2023 prevented Gallagher from covering several planned examination topics that were outlined in the Deposition Outline (Document 82, maintained internally). The following topics remain uncovered and should be prioritized if and when the deposition is completed:

1. Northwind Distribution Co. Account: Detailed questioning regarding Vantorovich's knowledge of the Northwind Distribution Co. account, to which the 85 tractors were apparently redirected from SLG dedicated lanes. Milescu's deposition confirmed the Northwind redirection, but Vantorovich was not examined on his knowledge of the Northwind relationship, the comparative financial terms of the Northwind and SLG contracts, or whether the Northwind account was prioritized over SLG as a matter of policy.

2. Personal Communications with SLG Personnel: Vantorovich's personal communications — whether by email, telephone, text message, or in person — with Stonefield personnel, including Marcus Denton, Janet Kirkwood, Raymond Hess, or others, during the period leading up to the Cure Notice. Discovery has produced limited direct communications between Vantorovich and SLG, but the deposition would have been an opportunity to test whether additional communications occurred that were not preserved or produced.

3. Vantor's Financial Condition: Vantor's current financial condition and its ability to fund the ongoing litigation. The revenue decline from $385 million in FY 2021 to $310 million in FY 2022, combined with the approximately $870,000 in unpaid legal fees to Caldwell Royce, raises significant questions about Vantor's financial capacity to prosecute a case of this magnitude.

4. Vantorovich's Instructions to Milescu and Pruitt (Q3–Q4 2021): Whether Vantorovich gave any specific instructions, directives, or guidance to Milescu or Pruitt regarding the management of the SLG account during Q3 and Q4 of 2021 — the period during which VTS's performance deteriorated and the 85 tractors were redeployed. This line of questioning is critical to testing Vantorovich's claim that he was "not involved in day-to-day fleet decisions."

5. Revenue Decline Attribution: Vantorovich's awareness of and explanation for the comparative financial impact of losing the SLG contract, including the degree to which the $75 million revenue decline from FY 2021 to FY 2022 is attributable to the SLG termination versus other market factors.

6. Settlement Discussions and Authority: Any settlement discussions or proposals exchanged between the parties beyond the executive negotiation sessions described above, and Vantorovich's settlement authority.

7. "SLG Instructed Diversion to Spot Market" Allegation: The factual basis for VTS's assertion in its February 14, 2022 cure response that Stonefield "instructed" VTS to divert volume to spot market carriers. Vantorovich referenced this allegation during his testimony but was not examined on its specific factual basis.

III. ASSESSMENT OF WITNESS CREDIBILITY AND DEMEANOR

A. General Demeanor

Vantorovich presented as an assertive and, at times, combative witness. He displayed visible frustration with lines of questioning directed at VTS's operational failures and performance shortfalls, and frequently attempted to redirect the examination back to Stonefield's alleged volume shortfalls, even when the questions posed were specifically and narrowly focused on VTS's own actions and decisions. This pattern of deflection was persistent and appeared rehearsed, suggesting it may have been a component of witness preparation.

Vantorovich was most comfortable and most articulate when discussing the high-level narrative of the Vantor-Stonefield relationship — i.e., that Vantor was a committed partner that made significant capital investments for Stonefield's benefit, that Stonefield failed to honor its volume commitments, and that the termination was a pretextual maneuver to escape rising costs. He was notably less comfortable — and significantly less articulate — when confronted with specific documentary evidence, financial data, or requests for operational detail.

His demeanor became noticeably evasive during the examination regarding the November 12, 2021 email (VHC-008417), and he became visibly agitated when pressed on the logical inconsistency between VTS's unilateral redeployment of 85 tractors and its claim that Stonefield's volume shortfalls caused VTS's performance failures. The video recording of these exchanges should be preserved and reviewed for potential use at summary judgment or trial.

B. Credibility Concerns

Several aspects of Vantorovich's testimony raise credibility concerns that should be highlighted in our summary judgment briefing and, if the case proceeds, at trial:

1. The November 12, 2021 Email: Vantorovich's claim that he did not recall receiving the November 12, 2021 email (VHC-008417) — despite the email being addressed directly to him, concerning a major operational decision affecting VTS's largest customer account (the removal of 85 tractors, or more than 20% of the committed fleet), and containing the conspicuously notable statement that "SLG won't notice until January" — strains credibility. A reasonable fact-finder could conclude that a CEO who receives an email of this significance from his COO either read it or was willfully blind to its contents.

2. Claimed Distance from Fleet Decisions: Vantorovich's repeated insistence that he was "not involved in day-to-day fleet decisions" is difficult to reconcile with his position as CEO and 58% owner of a company with approximately 1,900 employees, where VTS did not have a separate board of directors and where all major decisions — by Vantorovich's own testimony — flowed through Vantor Holdings and, ultimately, through him. The claim of ignorance regarding a decision to redeploy more than 20% of the fleet dedicated to the company's largest customer is particularly difficult to accept at face value.

3. Absence of Mitigation Evidence: Vantorovich's inability to identify any specific mitigation efforts is notable for a CEO who claims to have been "strategically" overseeing the company's response to losing its largest contract — a contract that represented a significant portion of VTS's revenue. If the CEO was not aware of what steps were taken to replace $43 million in annual revenue, it raises the question of whether any meaningful steps were taken at all.

4. Evasiveness on the Caldwell Royce Fee Relationship: Vantorovich's reluctance to address the status of Vantor's fee arrangement with its litigation counsel, viewed in light of Caldwell Royce's subsequent withdrawal over approximately $870,000 in unpaid invoices, suggests a level of financial distress that the witness was unwilling to acknowledge on the record. This financial distress is relevant to Vantor's ability to prosecute the case and may also bear on the reasonableness of Vantor's damages claims.

C. Helpful Testimony for Stonefield's Defense

The deposition produced several affirmative benefits for Stonefield's defense:

• Non-Disputed Performance Metrics: Vantorovich did not dispute the Q4 2021 performance metrics — 78.2% on-time pickup, 81.6% on-time delivery, 71.4% tender acceptance, and 62% equipment availability — establishing these figures as essentially uncontested for purposes of summary judgment.

• Absence of Cure Actions: Vantorovich could not identify any specific remedial actions taken by VTS during the 30-day cure period, and VTS's February 14, 2022 response to the Cure Notice likewise identified no concrete remediation steps. This strongly supports the conclusion that VTS failed to cure its breaches within the contractual cure period.

• Absence of Mitigation Efforts: As discussed above, the complete inability to identify post-termination mitigation efforts supports Stonefield's failure-to-mitigate affirmative defense.

• No Specific Evidence of Pretext: Vantorovich's pretext theory rests entirely on the temporal coincidence of the termination and the rate adjustment, and on a "common sense" inference. He could not point to a single communication from any Stonefield employee or representative referencing the rate adjustment as a motivation for the termination.

• Corporate Control Admissions: Vantorovich's confirmation that Vantor Holdings exercises complete control over VTS — including the absence of a separate board of directors and the fact that all major decisions flow through Vantor Holdings — supports arguments regarding standing and VTS as the real party in interest.

• Undermining the "Justified Response" Theory: Vantorovich's stated distance from fleet decisions ironically undermines Vantor's narrative that VTS's performance failures were a coordinated, strategic, and reasonable response to SLG's volume shortfalls. If Vantorovich, the CEO, was not directing fleet decisions, then the "justified response" theory rests entirely on Milescu's independent operational judgment. And the November 12, 2021 email suggests that Milescu's tractor redeployment was not merely a justified response to volume shortfalls but rather was a deliberate, concealed decision to divert resources to another customer — one that Milescu expected SLG would not discover for two months.

D. Potentially Adverse Testimony for Stonefield

While the overall tenor of the deposition was favorable to Stonefield, several aspects of Vantorovich's testimony present potential risks:

• Rate Adjustment Motive: Vantorovich's testimony that the termination was motivated by the impending 14.3% rate increase is consistent with Vantor's pretext theory and could resonate with a jury, even in the absence of specific documentary support. The temporal proximity of the termination to the rate adjustment is a fact that Stonefield cannot change, and a jury may be receptive to the inference that Stonefield terminated the TSA to avoid a $6.2 million annual cost increase. We should anticipate that this narrative will be central to Vantor's case at trial and prepare our summary judgment briefing accordingly — particularly in conjunction with the September 22, 2021 Kirkwood-to-Medina email, which has not yet been fully analyzed in this memorandum.

• Emotional Impact: Vantorovich's emotional testimony about the impact of losing the Stonefield contract on Vantor's business and its employees — including the layoff of approximately 180 people — could be sympathetic in a trial setting. His personal narrative as a founder who built the company "from a single-truck operation" is compelling and humanizes the corporate plaintiff in a way that juries may find persuasive.

• "Strangling" Narrative: Vantorovich's characterization of Stonefield's volume shortfalls as "strangling" VTS financially, while unsupported by specific evidence during the deposition, plants a narrative seed that may need to be affirmatively addressed at summary judgment and trial. Even vague testimony about financial hardship can create a sympathetic framework for evaluating Vantor's subsequent actions.

IV. DEPOSITION COMPLETION STATUS AND NEXT STEPS

As of the date of this memorandum, Stonefield has approximately 2.5 hours of remaining examination time under the 7-hour limit prescribed by Federal Rule of Civil Procedure 30(d)(1). The deposition was adjourned on August 18, 2023 before Gallagher could cover several critical examination topics.

At the time this memorandum was initially drafted, we intended to seek completion of the deposition and, if Vantor objected, to support a motion to compel. Subsequent developments have overtaken this plan:

Update (September 22, 2023): Judge Calloway granted Vantor's own motion to compel completion of the Vantorovich deposition and ordered that the deposition be completed no later than October 20, 2023. Ironically, despite having secured the order compelling completion, Vantor was unable to comply. On October 3, 2023, Caldwell Royce & Shapiro LLP filed its motion to withdraw as counsel for Vantor Holdings Corp. and Vantor Transport Services LLC. The motion cited "irreconcilable differences" with the client and referenced approximately $870,000 in unpaid legal invoices. Judge Calloway granted the motion to withdraw on October 18, 2023 — two days before the court-imposed deadline for completing the deposition. As of the date of this memorandum, Vantor has not retained substitute counsel, and the deposition remains incomplete.

The key examination topics that remain uncovered, and that should be prioritized if and when the deposition is completed, include:

1. The Northwind Distribution Co. account — details of the customer relationship, financial terms, and Vantorovich's knowledge of the tractor reassignment;

2. Vantorovich's personal communications with Stonefield personnel prior to the Cure Notice;

3. Vantor's current financial condition and ability to fund the litigation;

4. Specific mitigation efforts (or lack thereof) in greater detail;

5. Vantorovich's instructions, if any, to Milescu or Pruitt regarding the SLG account during Q3 and Q4 of 2021; and

6. The factual basis for VTS's assertion that Stonefield "instructed" VTS to divert volume to spot market carriers.

Recommendation: If the case reactivates and new counsel enters an appearance on behalf of Vantor, we should promptly seek to schedule the completion of the Vantorovich deposition. Given the extended interruption — which was not caused by Stonefield — we should also consider seeking additional examination time beyond the remaining 2.5 hours, either by agreement of counsel or by motion to the court, to account for the disruption and the passage of time since the initial deposition session.

V. CROSS-REFERENCE TO OTHER DEPOSITION SUMMARIES

The following section identifies key points of consistency, inconsistency, and amplification between Vantorovich's testimony and the testimony of other witnesses deposed in this action.

Derek Pruitt (deposed July 10, 2023): Pruitt, VTS's Vice President of Business Development, similarly could not identify specific mitigation steps taken after the termination of the TSA. He acknowledged that VTS "struggled" with fleet capacity in Q4 2021, a concession that is consistent with the performance metrics discussed with Vantorovich. Pruitt's testimony is largely consistent with Vantorovich's account of the Vantor-SLG relationship but provides somewhat more granular detail regarding the day-to-day commercial interactions between VTS and Stonefield, including specific discussions with SLG's operations team about load tenders and rejection rates. Pruitt's testimony should be read in conjunction with Vantorovich's for purposes of the summary judgment briefing.

Sandra Milescu (deposed August 4, 2023): Milescu's testimony is the most significant point of comparison for the Vantorovich deposition. Milescu confirmed the reassignment of 85 tractors from SLG dedicated lanes to the Northwind Distribution Co. account in October 2021 — approximately one month before the November 12, 2021 email to Vantorovich. Milescu characterized the reassignment as "temporary" and driven by "commercial necessity" resulting from SLG's volume shortfalls. However, she could not explain why Stonefield was not notified of the reassignment. Critically, Milescu testified during her deposition that she "kept Nikolai informed of major account decisions." This testimony is in some tension with Vantorovich's claim that he did not recall the November 12 email and was not involved in fleet deployment decisions. If Milescu kept Vantorovich "informed of major account decisions," and the removal of 85 tractors (over 20% of the committed fleet) from VTS's largest customer was unquestionably a major account decision, then Vantorovich's claimed ignorance is difficult to credit. This inconsistency should be highlighted in summary judgment briefing and potentially used for impeachment at trial.

Raymond Hess (deposed July 27, 2023): Hess, the Stonefield operations executive who issued the January 18, 2022 Cure Notice, testified that the performance metrics cited in the Cure Notice were derived from VTS's own Carrier Performance Portal data — i.e., the metrics originated from VTS's systems, not from Stonefield's independent calculations. Hess further testified that VTS did not dispute the accuracy of the performance metrics in its February 14, 2022 response to the Cure Notice. This is entirely consistent with Vantorovich's non-denial of the performance figures during his deposition and strengthens our argument that the performance deficiencies underlying the termination are undisputed.

Janet Kirkwood (deposed July 14, 2023): Kirkwood, a Stonefield operations manager who managed the VTS account, testified regarding the alleged diversion of freight to Cascade Freight Systems Inc. and Briarwood Trucking Co. Kirkwood testified that the volume allocated to these carriers was limited to Secondary Lanes (Lanes 8 through 14), which were not subject to the exclusivity provisions of the TSA under Schedule C. Kirkwood further testified that the volume was diverted to these carriers in direct response to VTS's high rate of tender rejections on those lanes — in other words, Stonefield turned to alternative carriers only because VTS was refusing the freight. This testimony provides important context for Vantorovich's vague claims that Stonefield was violating the exclusivity provisions of the TSA by using competing carriers. Vantorovich's inability to distinguish between Primary and Secondary Lanes, and his admitted unfamiliarity with the exclusivity structure in Schedule C, significantly undermines Vantor's exclusivity-breach allegation.

VI. DOCUMENT PRESERVATION AND EXHIBIT TRACKING

All exhibits marked during the Vantorovich deposition (Exhibits 1 through 9) have been cataloged and cross-referenced within the Pinnacle Forensics review platform under Project ID PF-SLG-2022-0914. The exhibits have been linked to the relevant deposition transcript designations and tagged for use in summary judgment briefing, trial preparation, and expert report review.

A certified transcript of the deposition has been ordered from the court reporter. Based on the court reporting service's standard turnaround, we expect delivery of the certified transcript within 30 days of the deposition date, i.e., on or about September 17, 2023. Upon receipt, the transcript will be reviewed against the rough draft for accuracy, and any necessary errata or corrections will be noted.

The video recording of the deposition has been secured and delivered to David Moretti in the firm's litigation support department for archiving. The video has been logged in the firm's litigation support database and is available for retrieval and review. Key video segments — particularly the exchanges regarding the November 12, 2021 email and Vantorovich's visible agitation during the causation questioning — have been flagged for potential use in connection with summary judgment briefing and trial presentation.

Key transcript excerpts have been identified and flagged for potential incorporation into the Summary Judgment Roadmap Memorandum (Document 124). The specific excerpts flagged relate to Vantorovich's non-denial of performance metrics, his failure to identify cure actions or mitigation efforts, his evasive testimony regarding the November 1

DEPOSITION SUMMARY — NIKOLAI VANTOROVICH (PARTIAL)
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
Matter: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
Calderwood & Harkness Matter No.: 1012-00005
Date of Memorandum: August 22, 2023
Prepared By: Simone Laroche, Associate, Litigation (General), Calderwood & Harkness LLP
Distributed To: Samuel Eklund, Responsible Partner; Patrick Gallagher, Lead Associate
Re: Summary and Analysis of Deposition of Nikolai Vantorovich, CEO and Founder, Vantor Holdings Corp. — taken August 18, 2023
This memorandum constitutes attorney work product prepared in anticipation of litigation and is protected from disclosure by the work-product doctrine. This memorandum is further subject to the attorney-client privilege to the extent it reflects or incorporates privileged communications. Distribution is limited to the individuals identified above. Do not forward or copy without approval of Samuel Eklund.
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I. DEPOSITION OVERVIEW AND PROCEDURAL DETAILS
A. Logistics
The deposition of Nikolai Vantorovich was conducted on August 18, 2023, at the offices of Caldwell Royce & Shapiro LLP, located at 1 Liberty Plaza, 22nd Floor, New York, NY 10006. The relevant participants and logistical details are set forth below:
The witness appeared in his dual capacity as an individual fact witness and as a designee of both Vantor Holdings Corp. and Vantor Transport Services LLC ("VTS"), the operating subsidiary that served as the "Carrier-Provider" under the Transportation Services Agreement at issue in this litigation.
B. Duration and Early Termination
The deposition commenced at approximately 9:30 a.m. on August 18, 2023. Examination proceeded through the morning session and continued after a lunch recess. In total, the elapsed examination time was approximately 4.5 hours of the 7-hour maximum allotted under Federal Rule of Civil Procedure 30(d)(1).
At approximately 2:15 p.m., Vantorovich stated on the record that he was feeling "extremely unwell" and was experiencing a "severe headache and nausea." Harrison Caldwell, counsel for Vantor, immediately placed an objection on the record and requested an adjournment of the deposition on the grounds that the witness was physically unable to continue due to illness.
Patrick Gallagher, on behalf of Stonefield, noted on the record that Stonefield reserved all rights to complete the deposition at a later date and objected to the characterization of the witness's condition, noting that no medical documentation or professional medical evaluation had been offered to substantiate the claim of illness. Gallagher further stated that Stonefield did not consent to the adjournment and viewed the termination as unilateral.
Notwithstanding Gallagher's objection, the deposition was adjourned at approximately 2:20 p.m. without completion of the examination. Approximately 2.5 hours of examination time remained unused.
Subsequent Procedural Developments: On September 12, 2023, Vantor moved to compel the completion of Vantorovich's deposition, asserting that the witness had recovered and was available for further examination. Judge Calloway granted Vantor's motion on September 22, 2023, and ordered that the deposition be completed by October 20, 2023. Notwithstanding the court's order, the deposition was never completed. On October 3, 2023, Caldwell Royce & Shapiro LLP filed a motion to withdraw as counsel for Vantor, which was granted on October 18, 2023, two days before the court-imposed deadline. As of the date of this memorandum, the deposition remains incomplete, and Vantor has not retained substitute counsel. The implications of these developments for the deposition and the case more broadly are discussed further in Section IV below.
C. Exhibits Used
The following exhibits were marked and used during the deposition of Nikolai Vantorovich. This list reflects the exhibits referenced during the approximately 4.5 hours of examination completed. Additional exhibits may have been designated for use during the uncompleted portion of the examination.
Exhibit 5, the November 12, 2021 internal VTS email from Sandra Milescu to Nikolai Vantorovich (Bates No. VHC-008417), is the document we have internally characterized as the "smoking gun" email. It directly addresses Milescu's decision to pull 85 tractors off of SLG dedicated lanes and is discussed at length in Section II.E below. All exhibits have been cataloged and cross-referenced in the Pinnacle Forensics review platform, as discussed further in Section VI.
II. SUMMARY OF TESTIMONY BY TOPIC
A. Background and Role at Vantor Holdings Corp.
Vantorovich testified that he is the founder and Chief Executive Officer of Vantor Holdings Corp., a New York corporation headquartered at 580 Eighth Avenue, 14th Floor, New York, NY 10018. He testified that he founded the company approximately 22 years ago, building it from what he described as a "single-truck operation" into a significant freight transportation enterprise. His testimony conveyed considerable personal pride in the growth of the business and his role in its development.
With respect to ownership, Vantorovich testified that he holds approximately 58% of Vantor Holdings Corp. He identified Gregory Fielding's Fielding Family Trust as holding approximately 12% of the company, with the remaining approximately 30% distributed among various minority investors. Vantorovich did not identify these minority investors by name, and Gallagher did not pursue this line of inquiry further during the session.
Vantorovich confirmed that Vantor Holdings Corp. is the sole member of Vantor Transport Services LLC ("VTS"), the operating subsidiary that performed transportation services under the TSA with Stonefield. He testified that VTS operates a fleet of approximately 650 owned tractors and 2,100 trailers, with additional freight capacity sourced through independent owner-operators under contract with VTS. He further testified that as of fiscal year 2021, Vantor and VTS collectively employed approximately 1,900 employees, including drivers, dispatchers, maintenance personnel, and corporate staff.
On the subject of revenue, Vantorovich testified that Vantor's consolidated revenue was approximately $385 million in fiscal year 2021 and declined to approximately $310 million in fiscal year 2022. He attributed this decline "in large part" to the loss of the Stonefield contract and, to a lesser extent, to a general decline in the freight market during that period. He did not provide more granular detail regarding how much of the revenue decline was attributable specifically to the SLG contract versus other factors.
Vantorovich described his role within the company as "strategic" and "high-level." He testified that he focused primarily on business development, maintaining key customer relationships, and making capital allocation decisions. He testified repeatedly — and this became a recurring theme throughout the deposition — that he was "not involved in day-to-day fleet decisions" and that he deferred operational matters to Sandra Milescu, the Chief Operating Officer, and Derek Pruitt, the Vice President of Business Development. Vantorovich also identified Gregory Fielding as the Chief Financial Officer, who handled all financial reporting and was responsible for the financial management of both Vantor Holdings and VTS. Fielding reported directly to Vantorovich on all financial matters.
Vantorovich emphasized that Milescu was responsible for fleet operations, driver management, route planning, and the day-to-day execution of transportation services under VTS's contracts, including the Stonefield TSA. He portrayed Pruitt as responsible for managing customer relationships at the commercial level and for business development efforts, including identifying and securing new freight contracts.
B. The Stonefield Relationship and the TSA
Vantorovich acknowledged that the Transportation Services Agreement with Stonefield was a significant contract for VTS — indeed, he confirmed it was the largest single-customer contract held by VTS at the time of its execution. He testified that he was personally involved in negotiating the business terms of the TSA with Stonefield's management team, though he was notably imprecise about the details of those negotiations. When asked to identify Stonefield's negotiating representatives, Vantorovich could not recall specific names, referring only to "someone from their operations side." This vagueness regarding a negotiation in which he was personally involved is noteworthy, though standing alone it is not unusual for a CEO testifying about events several years in the past.
When shown the TSA itself (marked as Exhibit 1), dated March 15, 2019, Vantorovich confirmed his understanding that VTS was the signatory counterparty identified in the agreement as the "Carrier-Provider" and that Stonefield was identified as the "Shipper-Broker." He confirmed that the TSA had a five-year term commencing April 1, 2019 and running through March 31, 2024.
Regarding the financial terms of the agreement, when asked about the Annual Committed Volume ("ACV") of $43.2 million, Vantorovich testified that he "understood that SLG had commitments to us, just as we had commitments to them." This framing — placing mutual obligations on equal footing — was consistent with the general posture of Vantor's complaint, which alleges that Stonefield breached its volume commitments before VTS experienced any performance issues.
Vantorovich expressed general awareness that, under the TSA, VTS committed to maintaining a minimum fleet capacity of 400 tractors and 1,200 trailers dedicated to Stonefield freight. However, he testified that he did not personally track fleet deployment on a day-to-day or week-to-week basis, characterizing fleet management as within Milescu's purview.
On the Service Level Obligations ("SLOs") contained in the TSA, Vantorovich testified that he was aware of the SLO framework at a "general level" but stated he did not personally monitor specific SLO metrics. He again attributed that responsibility to Milescu and her operational team. He acknowledged understanding that VTS was expected to meet certain performance thresholds regarding on-time pickups, on-time deliveries, tender acceptance rates, and cargo claims ratios, but testified that he "wasn't looking at the dashboards every day."
When asked about the liquidated damages provision in Section 14.2 of the TSA, Vantorovich testified he was generally aware that there were "provisions protecting both sides if the contract was terminated early" but stated he could not recall the specific formula or the 75% multiplier without referring to the document itself. When Gallagher directed him to Section 14.2 and read aloud the formula — 75% of the ACV multiplied by the number of remaining contract years — Vantorovich acknowledged the provision but stated that he "relied on our lawyers at the time," referring to Vantor's transactional counsel, and believed the clause was "standard" and "fair to both parties." He did not identify Vantor's transactional counsel by name during this exchange.
C. Stonefield's Volume Tenders and Alleged Shortfalls
Vantorovich expressed significant frustration throughout his testimony regarding what he characterized as Stonefield's failure to tender the committed freight volumes under the TSA. This was a recurring theme in his testimony and one to which he returned repeatedly, even when questions were directed at VTS's own performance shortfalls.
Vantorovich testified that he first became aware that Stonefield's volumes were declining "sometime in 2020, maybe mid-2020." He initially attributed the decline to the impact of the COVID-19 pandemic on freight demand. When asked about specific dollar figures, he testified that he did not have "exact numbers in my head" but was aware that Stonefield's tenders were "well below what they promised us."
Gallagher then showed Vantorovich financial data reflecting that, during Contract Year 2 ("CY2," covering the period April 2020 through March 2021), Stonefield's actual tenders totaled approximately $31.8 million against the $43.2 million ACV. Vantorovich reviewed the figures and testified that these numbers "look right" and that the shortfall "hurt us." He characterized the volume shortfall as a significant breach of the TSA by Stonefield.
However, Gallagher then confronted Vantorovich with the force majeure provision in Section 12.1 of the TSA and Stonefield's invocation of force majeure for the period April 2020 through September 2020, based on the impact of the COVID-19 pandemic on national freight demand. When asked whether force majeure excused Stonefield's volume shortfalls during that six-month period, Vantorovich testified that he "didn't think force majeure applied" because "everybody was dealing with COVID, but freight was still moving." This testimony, while consistent with Vantor's legal position, reflects a layperson's understanding of the force majeure provision rather than a careful reading of the contractual language.
Critically, when Gallagher presented the adjusted CY2 ACV calculation — reducing the annual commitment of $43.2 million by half to $21.6 million to reflect the six-month force majeure period (i.e., $43.2M × 6/12 = $21.6M) — and noted that Stonefield's actual tenders of $31.8 million during CY2 exceeded the adjusted minimum by approximately $10.2 million, Vantorovich could not specifically dispute the arithmetic. He deferred to "what our financial people would say about that." This exchange was significant because it demonstrates that, under one reasonable reading of the contract, Stonefield actually exceeded its volume commitment during CY2 when the force majeure adjustment is taken into account.
For Contract Year 3 ("CY3," running from April 2021 through January 2022, the abbreviated period ending with the Cure Notice), Gallagher showed Vantorovich data reflecting partial tenders of approximately $36.5 million against the full-year ACV of $43.2 million. Vantorovich testified that Stonefield was "always looking for ways to short us" and claimed the company was "deliberately" reducing volume to "push us out" of the relationship. This testimony was delivered with considerable emotion and appeared to reflect deeply held personal convictions, but it was not substantiated with specific evidence during the deposition.
When asked to provide specific evidence that Stonefield was deliberately reducing volume — as opposed to volume fluctuations attributable to market conditions or other factors — Vantorovich became vague. He referred generally to "things I was told by Derek [Pruitt]" and "conversations" he had with his team, but could not provide specific dates, documents, or details of those conversations. This pattern of deferral to subordinates and reliance on hearsay was consistent throughout the deposition.
Vantorovich further testified that he believed Stonefield was diverting freight to competing carriers, specifically identifying Cascade Freight Systems Inc. and Briarwood Trucking Co., in violation of the exclusivity provisions of the TSA. However, when asked which specific lanes were affected by the alleged diversion, he could not identify lane numbers, route designations, or origin-destination pairs, and stated: "Derek and Sandra would know the specifics." When Gallagher pressed on whether Vantorovich was aware that Schedule C of the TSA distinguishes between "Primary Lanes" (14 designated lanes subject to exclusivity) and "Secondary Lanes" (which were not subject to exclusivity), Vantorovich testified he was "not familiar with that distinction" and stated, with some irritation: "I'm a CEO, not a lane planner." This exchange is significant because it undermines Vantor's exclusivity-breach allegation to the extent that the alleged diversions affected only Secondary Lanes, which were not contractually protected. Janet Kirkwood's deposition testimony, discussed in Section V below, directly addresses this issue.
D. VTS Performance Issues — Q4 2021
The examination turned to VTS's own performance during the fourth quarter of 2021, the period immediately preceding Stonefield's Cure Notice. This was a critical line of questioning, as VTS's performance during this period forms the factual predicate for Stonefield's termination-for-cause defense.
When shown the VTS Q4 2021 Performance Report (Exhibit 6), an internal VTS document, Vantorovich acknowledged generally that there had been "challenges" in the fourth quarter of 2021. He attributed those challenges to external factors, including the nationwide driver shortage, supply chain disruptions, and — most prominently — Stonefield's alleged volume shortfalls.
Gallagher then walked Vantorovich through the specific performance metrics reflected in the Q4 2021 Performance Report:
Vantorovich did not directly dispute any of these figures. This is significant and should be noted for summary judgment purposes — the CEO and 58% owner of the plaintiff entity, testifying both individually and as a corporate representative, effectively conceded the accuracy of the performance metrics underlying Stonefield's Cure Notice and subsequent termination. Instead of disputing the numbers, Vantorovich offered a causation defense, testifying: "Those numbers reflect a period where SLG wasn't giving us the volume to keep our fleet active. You can't keep 400 trucks sitting around waiting for loads that never come."
Gallagher then turned to cargo claims. The Q4 2021 data reflected 16 documented cargo claims filed in November and December 2021 alone, totaling $387,400 in claimed losses. This yielded a claims ratio of approximately 1.07% against total revenue during the period, well in excess of the TSA's SLO threshold of ≤0.5%. When confronted with these figures, Vantorovich testified that he "was not aware of those particular claims at the time" and that cargo claims "were handled at the operational level by Sandra [Milescu] and her team." He did not dispute the figures themselves.
Throughout this entire line of questioning, Vantorovich maintained that VTS's performance issues were "directly caused" by Stonefield's volume shortfalls and its failure to tender committed freight. This causation narrative is central to Vantor's case theory, but Vantorovich's inability to address the specific metrics or offer particularized rebuttal weakens its persuasive force, particularly at the corporate-representative level.
E. The November 12, 2021 Email (VHC-008417) — Key Testimony
This section addresses what may be the most significant exchange of the entire deposition. The November 12, 2021 email from Sandra Milescu to Nikolai Vantorovich, Bates-stamped VHC-008417, is a document of central importance to Stonefield's defense. The email was produced by Vantor in discovery and reads, in relevant part:
"We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."
The significance of this email cannot be overstated. It indicates that VTS unilaterally removed 85 tractors — more than 20% of the 400-tractor committed fleet — from Stonefield's dedicated lanes in or around November 2021, and did so with the expectation that Stonefield would discover the redeployment until January 2022. The email was addressed directly to Vantorovich, the CEO and majority owner.
When Gallagher showed Vantorovich Exhibit 5 and directed his attention to the content of the email, Vantorovich initially testified that he "did not recall" receiving the email. This initial response was delivered after a noticeable pause during which the witness examined the document.
Gallagher pressed the witness, noting that the email was addressed directly to Vantorovich's personal email account and that email delivery logs produced in discovery confirmed that the message was delivered to his inbox on November 12, 2021. In response, Vantorovich modified his testimony, stating: "I receive hundreds of emails every day. I can't be expected to remember every one of them from two years ago." This qualified retreat from the initial non-recall — while not an outright admission — was notable in its shift from "I don't recall receiving it" to "I may have received it but can't be expected to remember it."
When asked whether he read the email at the time it was received, Vantorovich testified: "I may have seen it. I don't recall reading it in detail." This response was delivered with visible discomfort, and the witness appeared to be choosing his words carefully.
Gallagher then asked whether Vantorovich approved or directed the decision to pull 85 tractors off of SLG's dedicated lanes. Vantorovich denied involvement, testifying: "I was not involved in fleet deployment decisions. That was Sandra's area." This answer was consistent with his earlier testimony regarding the division of responsibilities within the company but, as discussed in Section III below, is difficult to reconcile with the scope of his authority as CEO and majority owner.
Gallagher further asked whether the reference to "[redacted] commitments" in the email referred to Northwind Distribution Co., a VTS customer that, based on other discovery, appears to be the beneficiary of the redeployed tractors. Harrison Caldwell objected on the grounds of foundation and relevance. Vantorovich testified that he "didn't know what [redacted] referred to" and stated he "would have to ask Sandra." This testimony stands in tension with Sandra Milescu's own deposition testimony, discussed in Section V below, in which Milescu confirmed that the tractors were indeed reassigned to the Northwind Distribution Co. account.
When Gallagher asked whether Vantorovich agreed that pulling 85 tractors off SLG dedicated lanes without notifying Stonefield constituted a breach of VTS's obligations under the TSA — specifically the equipment availability commitment of 400 tractors — Caldwell objected to the form of the question. Vantorovich testified: "I don't believe VTS breached the agreement. SLG wasn't sending us enough freight to justify 400 trucks." This response, while not a direct admission, notably fails to address the core question of whether unilateral removal of tractors without notice constitutes a breach regardless of the reasons for the removal.
Gallagher then posed what was perhaps the most pointed question of the deposition: how VTS could maintain that Stonefield caused VTS's performance failures when VTS itself had unilaterally removed 85 tractors from Stonefield's dedicated lanes months before the January 2022 Cure Notice. In response, Vantorovich became visibly agitated — the video recording should be reviewed for this exchange — and stated: "We were trying to survive. SLG was strangling us financially."
Gallagher noted for the record that the witness did not answer the question. Caldwell, to his credit, instructed the witness to answer. Vantorovich then repeated, in substance, that "SLG's volume declines forced us to make business decisions." He did not directly address how the unilateral removal of tractors could be reconciled with VTS's claim that its performance failures were caused by Stonefield's volume shortfalls, rather than by VTS's own deliberate redeployment of capacity.
Assessment: Vantorovich's inability to recall or explain the November 12, 2021 email is a favorable development for Stonefield's defense. The email itself is a powerful piece of evidence: it was addressed directly to the CEO, it describes a major operational decision affecting the company's largest customer, and it contains the conspiratorial note that "SLG won't notice until January." Vantorovich's repeated deflection to Milescu on fleet decisions, combined with the email being addressed directly to him, creates significant credibility problems for the "causation by SLG volume shortfalls" narrative that is central to Vantor's case. However, his testimony was not an outright admission of knowledge or approval of the tractor redeployment. He maintained his position that fleet decisions were Milescu's responsibility and that he did not recall the email in detail. This leaves some ambiguity that Vantor's counsel could attempt to exploit if the deposition were completed or if the matter proceeds to trial — for example, by arguing that Milescu's decision was made independently and without Vantorovich's knowledge or approval, and that it represented a reasonable operational response to SLG's volume shortfalls. Nevertheless, the totality of the exchange is favorable to Stonefield, and the video of Vantorovich's visible agitation during this line of questioning could be highly effective if shown to a jury.
F. The Cure Notice and Termination
Gallagher then turned to the cure-and-termination sequence, covering the Cure Notice, VTS's response, and Stonefield's ultimate termination of the TSA.
When shown the Cure Notice dated January 18, 2022 (Exhibit 2), issued from Raymond Hess, on behalf of Stonefield, to Sandra Milescu at VTS, Vantorovich confirmed that he became aware of the Cure Notice "shortly after it was received." However, he could not specify the exact date on which he learned of the Cure Notice, testifying only that Milescu or Pruitt brought it to his attention within a few days. He did not produce or identify any internal communications reflecting his reaction to or discussion of the Cure Notice.
Vantorovich testified that, upon learning of the Cure Notice, he "discussed the situation with Sandra [Milescu] and Derek [Pruitt]." When asked what specific steps VTS took to cure the identified breaches during the 30-day cure period — which ran from January 18 through February 17, 2022 — Vantorovich offered only a general response: "We put together a response and made efforts to address their concerns."
Gallagher pressed for specifics. He asked how many tractors were redeployed back to SLG dedicated lanes during the cure period, what driver recruitment initiatives were undertaken, what changes were implemented to improve on-time pickup and delivery rates, and what steps were taken to reduce the cargo claims ratio. Vantorovich's response to each of these questions was substantially the same: "Sandra handled the operational response. I was involved at the strategic level." He could not identify a single specific remedial action taken during the cure period.
When shown VTS's February 14, 2022 response to the Cure Notice (Exhibit 3), sent from Derek Pruitt to Janet Kirkwood at Stonefield, Vantorovich reviewed the letter and confirmed that it "accurately reflected our position." The response, as noted, acknowledged "operational challenges" but attributed them to (1) nationwide driver shortages, (2) Stonefield's own volume shortfalls, and (3) what VTS characterized as Stonefield's instructions to divert volume to spot market carriers. Notably, the February 14 response did not identify any specific remedial actions actually taken by VTS to cure the identified performance deficiencies.
Gallagher pressed this point, asking Vantorovich directly whether the February 14 response identified any concrete remedial steps. Vantorovich paused — the pause was notable in both duration and apparent discomfort — and stated: "The letter speaks for itself." This response effectively conceded that the cure response did not identify specific remediation, a point that strongly supports Stonefield's position that VTS failed to cure within the contractual cure period.
When shown the March 4, 2022 Termination Letter (Exhibit 4) from Tobias Wren at Stonefield, terminating the TSA effective immediately for failure to cure, Vantorovich testified that he was "shocked" and "angry" and believed the termination was "completely unjustified." His testimony on this point was delivered with genuine emotion.
Vantorovich then advanced what appears to be a core element of Vantor's pretext theory. He testified that he believed the termination was pretextual, stating: "They wanted out of the contract because the rates were going up in April. It was cheaper for them to terminate and hire cheaper carriers." When asked what specific evidence he had that the impending rate adjustment — rather than VTS's documented performance failures — drove the termination decision, Vantorovich testified: "It's common sense. The contract was about to get 14% more expensive for them. Why else would they terminate?"
Despite the apparent conviction of this testimony, Vantorovich could not point to any specific communication from Stonefield personnel — whether written or oral — referencing the rate adjustment as a reason for the termination decision. The pretext theory, as articulated by Vantorovich, rests entirely on the temporal proximity of the termination to the rate adjustment and on the inference that cost savings motivated Stonefield's actions.
Gallagher then explored the rate adjustment mechanism in TSA Section 5.3. Vantorovich confirmed his understanding that the scheduled April 2022 rate adjustment would have increased per-mile rates from approximately $2.87 to $3.28, representing a 14.3% increase. He testified that he believed this would have added "millions of dollars" in annual costs to Stonefield. When Gallagher suggested that the projected annual cost increase was approximately $6.2 million, Vantorovich agreed that figure was "in the right ballpark."
G. Post-Termination Mitigation Efforts
Gallagher devoted a significant portion of the afternoon examination to Vantor's post-termination mitigation efforts — or, more accurately, to the apparent absence of such efforts. Vantorovich's testimony on this topic was notably thin and consistently vague, and represents one of the most favorable segments of the deposition for Stonefield's defense.
When asked what steps Vantor and VTS took to mitigate their losses following the March 4, 2022 termination of the TSA, Vantorovich testified: "We tried to find other customers to replace the SLG volume. It wasn't easy." Beyond this general assertion, he was unable to provide any meaningful detail.
Gallagher asked Vantorovich to identify specific potential customers that Vantor or VTS approached to replace the Stonefield volume. Vantorovich could not name a single potential customer. Gallagher asked what marketing efforts were undertaken — whether Vantor engaged freight brokers, listed capacity on freight-matching platforms such as DAT or Penrose Services Inc., or conducted outbound sales efforts targeting shippers in the lanes previously dedicated to Stonefield. Vantorovich could provide no specifics, testifying: "Derek [Pruitt] was handling business development. I know we reached out to people." The witness's tone during this exchange conveyed discomfort, and he appeared to recognize the weakness of his responses.
Gallagher then introduced evidence regarding the state of the freight market in the first and second quarters of 2022 — the period immediately following the termination. Industry data reflects that spot market rates during this period were approximately 35% above historical averages, and carrier demand was elevated across most major freight lanes. In other words, the market conditions at the time of termination were highly favorable for a carrier seeking to replace lost volume. When confronted with this data, Vantorovich conceded that "the market was active" but maintained that "it wasn't that simple" to replace the SLG contract because VTS had "dedicated assets and dedicated drivers" that were configured specifically for SLG lanes and freight characteristics.
Gallagher followed up by asking why VTS could not have redeployed those dedicated assets — tractors, trailers, and drivers — to serve other customers in the active freight market. Vantorovich was unable to provide a cogent explanation. He did not identify any technical, contractual, or logistical barrier to redeployment beyond the general assertion that the transition would have been difficult.
Gallagher then turned to the workforce reduction costs included in Vantor's damages claim. Vantor's demand letter claims approximately $2.87 million in costs associated with the severance of approximately 180 employees following the termination. When asked about the timing and circumstances of these layoffs, Vantorovich testified that the reductions occurred "gradually" in "the months after termination" but could not provide specific dates, the sequence of reductions, or the criteria used to select employees for termination. When asked whether VTS attempted to reassign those 180 employees to other VTS accounts — rather than terminating their employment — Vantorovich testified: "We tried, but there wasn't enough work." He did not identify any specific reassignment efforts.
Assessment: Vantorovich's inability to identify any specific mitigation efforts is highly significant and strongly supports Stonefield's failure-to-mitigate affirmative defense. Under New York law, Vantor bears the burden of demonstrating that it took reasonable steps to mitigate its losses following the termination. Vantorovich, testifying as the CEO and majority owner of the plaintiff entities, could not identify a single concrete mitigation step — not a customer approached, not a platform utilized, not an asset redeployed, not a dollar spent on business development. His testimony was consistently vague and deferential to Pruitt and Milescu, whom he repeatedly cited as having handled the operational and business development response. It bears noting, however, that Derek Pruitt's own deposition testimony (July 10, 2023) was similarly vague on the topic of mitigation. Pruitt also could not identify specific mitigation steps taken after termination. The consistency of this gap across multiple witnesses from the plaintiff's own organization strengthens the inference that meaningful mitigation efforts were either not undertaken or were so minimal as to be unremarkable even to the individuals ostensibly responsible for them.
H. Corporate Decision-Making and Governance
Gallagher explored the corporate governance structure of Vantor Holdings Corp. and VTS in a series of questions designed to establish the degree of Vantor Holdings' control over VTS and the decision-making authority exercised by Vantorovich personally.
Vantorovich confirmed that Vantor Holdings Corp. is the sole member of Vantor Transport Services LLC. He further confirmed that major decisions affecting VTS — including significant contract negotiations, capital expenditure approvals, and decisions related to litigation — were made at the Vantor Holdings level rather than by VTS independently.
Notably, Vantorovich confirmed that VTS does not have a separate board of directors or any independent governance structure. Operational decisions for VTS are made by Sandra Milescu (COO) and Derek Pruitt (VP, Business Development), subject to Vantorovich's oversight in his capacity as CEO of the sole member. Gregory Fielding (CFO) reports directly to Vantorovich on all financial matters for both Vantor Holdings and VTS.
When asked whether Vantor Holdings authorized the filing of this lawsuit, Vantorovich testified: "Yes, of course. I authorized it." This testimony is relevant to questions regarding standing and the real-party-in-interest issue. Because VTS — not Vantor Holdings — was the signatory to the TSA, there is a potential standing argument that VTS, rather than Vantor Holdings, is the proper plaintiff. Vantorovich's confirmation of Vantor Holdings' complete control over VTS, and his personal authorization of the litigation on behalf of both entities, is relevant to this analysis.
When Gallagher asked about Vantor's relationship with its litigation counsel, Caldwell Royce & Shapiro LLP, Vantorovich initially answered that the relationship was "fine." However, when pressed for further detail, he became noticeably evasive. Harrison Caldwell promptly objected to questions regarding the attorney-client relationship, asserting privilege. When Gallagher, in general terms and without seeking privileged communications, asked whether Vantor was current on its legal fees to Caldwell Royce, Caldwell again objected on the grounds of privilege, and Vantorovich did not answer the question.
Note for internal use only: Vantorovich's evasiveness on the subject of the fee relationship with Caldwell Royce presaged the subsequent developments. Caldwell Royce & Shapiro LLP filed its motion to withdraw as counsel on October 3, 2023, citing "irreconcilable differences" with the client. The motion, which was granted on October 18, 2023, referenced approximately $870,000 in unpaid invoices. The financial strain on Vantor, as reflected in the unpaid legal fees and the revenue decline from $385 million to $310 million, raises serious questions about Vantor's ability to fund the prosecution of a case seeking $95.4 million in damages. This is a topic that should have been explored during the uncompleted portion of Vantorovich's deposition.
I. Awareness of Damages Claim and Expert Engagement
When asked about the total damages Vantor claims in this action — $95.4 million — Vantorovich confirmed his understanding of the "general number" but testified he could not break it down by category without referring to the demand letter.
Gallagher directed Vantorovich to the demand letter dated April 8, 2022 (Exhibit 7), sent from Harrison Caldwell to Tobias Wren at Stonefield. Vantorovich reviewed the letter and confirmed the damages breakdown set forth therein:
When asked about the basis for the $18.7 million lost profits claim — which appears to be calculated by applying a 12% operating margin to the remaining committed volume — Vantorovich testified that he understood VTS's operating margins on SLG freight were "in that range" but deferred the specifics to Gregory Fielding (CFO). He did not demonstrate independent knowledge of VTS's profitability on the Stonefield account.
With respect to expert engagement, Vantorovich confirmed his awareness that Vantor had retained Dr. Philip Trask and the consulting firm Trask Greystone & Associates as a damages expert. However, he testified that "my lawyers handled that" and stated he was "not involved in the details of the expert's work." He could not discuss the methodology, assumptions, or conclusions in Dr. Trask's report. This is not unusual for a CEO witness, but it does mean that the expert's opinions will need to be defended entirely through Dr. Trask himself and through the underlying financial data.
J. The Executive Negotiation Period
Vantorovich confirmed that, pursuant to TSA Section 16, the parties engaged in a mandatory 30-day executive negotiation period before Vantor initiated formal litigation. The executive negotiation provision required the CEOs of both parties to meet personally in an attempt to resolve disputes before either party could commence arbitration or litigation.
Vantorovich testified that he personally attended the first executive negotiation meeting on May 16, 2022, along with Marcus Denton, the CEO of Stonefield Logistics Group. The meeting took place at an unspecified location that Vantorovich did not identify during the deposition. When asked who else attended the meeting, Vantorovich did not identify any other participants, suggesting the meeting may have been a one-on-one session between the two principals.
Vantorovich described the May 16 meeting as "unproductive." He testified that Denton "was not willing to acknowledge that SLG had broken its promises" and that Stonefield "had no interest in making things right." When asked what specific settlement proposal or resolution Vantor offered at the meeting, Vantorovich testified: "We wanted them to honor the contract or pay us what they owed." He did not identify a specific dollar figure or structural proposal that Vantor placed on the table.
Vantorovich confirmed that a second executive negotiation session occurred by telephone on June 3, 2022. He characterized this session as also unsuccessful and stated that neither party was willing to move from its position.
Following the failure of the executive negotiation process, Vantorovich testified that he authorized Caldwell Royce & Shapiro LLP to proceed with filing the lawsuit. The complaint was filed on August 12, 2022, in the United States District Court for the Southern District of New York.
K. Topics Not Covered (Due to Early Termination)
The early termination of the deposition at approximately 2:20 p.m. on August 18, 2023 prevented Gallagher from covering several planned examination topics that were outlined in the Deposition Outline (Document 82, maintained internally). The following topics remain uncovered and should be prioritized if and when the deposition is completed:
1. Northwind Distribution Co. Account: Detailed questioning regarding Vantorovich's knowledge of the Northwind Distribution Co. account, to which the 85 tractors were apparently redirected from SLG dedicated lanes. Milescu's deposition confirmed the Northwind redirection, but Vantorovich was not examined on his knowledge of the Northwind relationship, the comparative financial terms of the Northwind and SLG contracts, or whether the Northwind account was prioritized over SLG as a matter of policy.
2. Personal Communications with SLG Personnel: Vantorovich's personal communications — whether by email, telephone, text message, or in person — with Stonefield personnel, including Marcus Denton, Janet Kirkwood, Raymond Hess, or others, during the period leading up to the Cure Notice. Discovery has produced limited direct communications between Vantorovich and SLG, but the deposition would have been an opportunity to test whether additional communications occurred that were not preserved or produced.
3. Vantor's Financial Condition: Vantor's current financial condition and its ability to fund the ongoing litigation. The revenue decline from $385 million in FY 2021 to $310 million in FY 2022, combined with the approximately $870,000 in unpaid legal fees to Caldwell Royce, raises significant questions about Vantor's financial capacity to prosecute a case of this magnitude.
4. Vantorovich's Instructions to Milescu and Pruitt (Q3–Q4 2021): Whether Vantorovich gave any specific instructions, directives, or guidance to Milescu or Pruitt regarding the management of the SLG account during Q3 and Q4 of 2021 — the period during which VTS's performance deteriorated and the 85 tractors were redeployed. This line of questioning is critical to testing Vantorovich's claim that he was "not involved in day-to-day fleet decisions."
5. Revenue Decline Attribution: Vantorovich's awareness of and explanation for the comparative financial impact of losing the SLG contract, including the degree to which the $75 million revenue decline from FY 2021 to FY 2022 is attributable to the SLG termination versus other market factors.
6. Settlement Discussions and Authority: Any settlement discussions or proposals exchanged between the parties beyond the executive negotiation sessions described above, and Vantorovich's settlement authority.
7. "SLG Instructed Diversion to Spot Market" Allegation: The factual basis for VTS's assertion in its February 14, 2022 cure response that Stonefield "instructed" VTS to divert volume to spot market carriers. Vantorovich referenced this allegation during his testimony but was not examined on its specific factual basis.
III. ASSESSMENT OF WITNESS CREDIBILITY AND DEMEANOR
A. General Demeanor
Vantorovich presented as an assertive and, at times, combative witness. He displayed visible frustration with lines of questioning directed at VTS's operational failures and performance shortfalls, and frequently attempted to redirect the examination back to Stonefield's alleged volume shortfalls, even when the questions posed were specifically and narrowly focused on VTS's own actions and decisions. This pattern of deflection was persistent and appeared rehearsed, suggesting it may have been a component of witness preparation.
Vantorovich was most comfortable and most articulate when discussing the high-level narrative of the Vantor-Stonefield relationship — i.e., that Vantor was a committed partner that made significant capital investments for Stonefield's benefit, that Stonefield failed to honor its volume commitments, and that the termination was a pretextual maneuver to escape rising costs. He was notably less comfortable — and significantly less articulate — when confronted with specific documentary evidence, financial data, or requests for operational detail.
His demeanor became noticeably evasive during the examination regarding the November 12, 2021 email (VHC-008417), and he became visibly agitated when pressed on the logical inconsistency between VTS's unilateral redeployment of 85 tractors and its claim that Stonefield's volume shortfalls caused VTS's performance failures. The video recording of these exchanges should be preserved and reviewed for potential use at summary judgment or trial.
B. Credibility Concerns
Several aspects of Vantorovich's testimony raise credibility concerns that should be highlighted in our summary judgment briefing and, if the case proceeds, at trial:
1. The November 12, 2021 Email: Vantorovich's claim that he did not recall receiving the November 12, 2021 email (VHC-008417) — despite the email being addressed directly to him, concerning a major operational decision affecting VTS's largest customer account (the removal of 85 tractors, or more than 20% of the committed fleet), and containing the conspicuously notable statement that "SLG won't notice until January" — strains credibility. A reasonable fact-finder could conclude that a CEO who receives an email of this significance from his COO either read it or was willfully blind to its contents.
2. Claimed Distance from Fleet Decisions: Vantorovich's repeated insistence that he was "not involved in day-to-day fleet decisions" is difficult to reconcile with his position as CEO and 58% owner of a company with approximately 1,900 employees, where VTS did not have a separate board of directors and where all major decisions — by Vantorovich's own testimony — flowed through Vantor Holdings and, ultimately, through him. The claim of ignorance regarding a decision to redeploy more than 20% of the fleet dedicated to the company's largest customer is particularly difficult to accept at face value.
3. Absence of Mitigation Evidence: Vantorovich's inability to identify any specific mitigation efforts is notable for a CEO who claims to have been "strategically" overseeing the company's response to losing its largest contract — a contract that represented a significant portion of VTS's revenue. If the CEO was not aware of what steps were taken to replace $43 million in annual revenue, it raises the question of whether any meaningful steps were taken at all.
4. Evasiveness on the Caldwell Royce Fee Relationship: Vantorovich's reluctance to address the status of Vantor's fee arrangement with its litigation counsel, viewed in light of Caldwell Royce's subsequent withdrawal over approximately $870,000 in unpaid invoices, suggests a level of financial distress that the witness was unwilling to acknowledge on the record. This financial distress is relevant to Vantor's ability to prosecute the case and may also bear on the reasonableness of Vantor's damages claims.
C. Helpful Testimony for Stonefield's Defense
The deposition produced several affirmative benefits for Stonefield's defense:
• Non-Disputed Performance Metrics: Vantorovich did not dispute the Q4 2021 performance metrics — 78.2% on-time pickup, 81.6% on-time delivery, 71.4% tender acceptance, and 62% equipment availability — establishing these figures as essentially uncontested for purposes of summary judgment.
• Absence of Cure Actions: Vantorovich could not identify any specific remedial actions taken by VTS during the 30-day cure period, and VTS's February 14, 2022 response to the Cure Notice likewise identified no concrete remediation steps. This strongly supports the conclusion that VTS failed to cure its breaches within the contractual cure period.
• Absence of Mitigation Efforts: As discussed above, the complete inability to identify post-termination mitigation efforts supports Stonefield's failure-to-mitigate affirmative defense.
• No Specific Evidence of Pretext: Vantorovich's pretext theory rests entirely on the temporal coincidence of the termination and the rate adjustment, and on a "common sense" inference. He could not point to a single communication from any Stonefield employee or representative referencing the rate adjustment as a motivation for the termination.
• Corporate Control Admissions: Vantorovich's confirmation that Vantor Holdings exercises complete control over VTS — including the absence of a separate board of directors and the fact that all major decisions flow through Vantor Holdings — supports arguments regarding standing and VTS as the real party in interest.
• Undermining the "Justified Response" Theory: Vantorovich's stated distance from fleet decisions ironically undermines Vantor's narrative that VTS's performance failures were a coordinated, strategic, and reasonable response to SLG's volume shortfalls. If Vantorovich, the CEO, was not directing fleet decisions, then the "justified response" theory rests entirely on Milescu's independent operational judgment. And the November 12, 2021 email suggests that Milescu's tractor redeployment was not merely a justified response to volume shortfalls but rather was a deliberate, concealed decision to divert resources to another customer — one that Milescu expected SLG would not discover for two months.
D. Potentially Adverse Testimony for Stonefield
While the overall tenor of the deposition was favorable to Stonefield, several aspects of Vantorovich's testimony present potential risks:
• Rate Adjustment Motive: Vantorovich's testimony that the termination was motivated by the impending 14.3% rate increase is consistent with Vantor's pretext theory and could resonate with a jury, even in the absence of specific documentary support. The temporal proximity of the termination to the rate adjustment is a fact that Stonefield cannot change, and a jury may be receptive to the inference that Stonefield terminated the TSA to avoid a $6.2 million annual cost increase. We should anticipate that this narrative will be central to Vantor's case at trial and prepare our summary judgment briefing accordingly — particularly in conjunction with the September 22, 2021 Kirkwood-to-Medina email, which has not yet been fully analyzed in this memorandum.
• Emotional Impact: Vantorovich's emotional testimony about the impact of losing the Stonefield contract on Vantor's business and its employees — including the layoff of approximately 180 people — could be sympathetic in a trial setting. His personal narrative as a founder who built the company "from a single-truck operation" is compelling and humanizes the corporate plaintiff in a way that juries may find persuasive.
• "Strangling" Narrative: Vantorovich's characterization of Stonefield's volume shortfalls as "strangling" VTS financially, while unsupported by specific evidence during the deposition, plants a narrative seed that may need to be affirmatively addressed at summary judgment and trial. Even vague testimony about financial hardship can create a sympathetic framework for evaluating Vantor's subsequent actions.
IV. DEPOSITION COMPLETION STATUS AND NEXT STEPS
As of the date of this memorandum, Stonefield has approximately 2.5 hours of remaining examination time under the 7-hour limit prescribed by Federal Rule of Civil Procedure 30(d)(1). The deposition was adjourned on August 18, 2023 before Gallagher could cover several critical examination topics.
At the time this memorandum was initially drafted, we intended to seek completion of the deposition and, if Vantor objected, to support a motion to compel. Subsequent developments have overtaken this plan:
Update (September 22, 2023): Judge Calloway granted Vantor's own motion to compel completion of the Vantorovich deposition and ordered that the deposition be completed no later than October 20, 2023. Ironically, despite having secured the order compelling completion, Vantor was unable to comply. On October 3, 2023, Caldwell Royce & Shapiro LLP filed its motion to withdraw as counsel for Vantor Holdings Corp. and Vantor Transport Services LLC. The motion cited "irreconcilable differences" with the client and referenced approximately $870,000 in unpaid legal invoices. Judge Calloway granted the motion to withdraw on October 18, 2023 — two days before the court-imposed deadline for completing the deposition. As of the date of this memorandum, Vantor has not retained substitute counsel, and the deposition remains incomplete.
The key examination topics that remain uncovered, and that should be prioritized if and when the deposition is completed, include:
1. The Northwind Distribution Co. account — details of the customer relationship, financial terms, and Vantorovich's knowledge of the tractor reassignment;
2. Vantorovich's personal communications with Stonefield personnel prior to the Cure Notice;
3. Vantor's current financial condition and ability to fund the litigation;
4. Specific mitigation efforts (or lack thereof) in greater detail;
5. Vantorovich's instructions, if any, to Milescu or Pruitt regarding the SLG account during Q3 and Q4 of 2021; and
6. The factual basis for VTS's assertion that Stonefield "instructed" VTS to divert volume to spot market carriers.
Recommendation: If the case reactivates and new counsel enters an appearance on behalf of Vantor, we should promptly seek to schedule the completion of the Vantorovich deposition. Given the extended interruption — which was not caused by Stonefield — we should also consider seeking additional examination time beyond the remaining 2.5 hours, either by agreement of counsel or by motion to the court, to account for the disruption and the passage of time since the initial deposition session.
V. CROSS-REFERENCE TO OTHER DEPOSITION SUMMARIES
The following section identifies key points of consistency, inconsistency, and amplification between Vantorovich's testimony and the testimony of other witnesses deposed in this action.
Derek Pruitt (deposed July 10, 2023): Pruitt, VTS's Vice President of Business Development, similarly could not identify specific mitigation steps taken after the termination of the TSA. He acknowledged that VTS "struggled" with fleet capacity in Q4 2021, a concession that is consistent with the performance metrics discussed with Vantorovich. Pruitt's testimony is largely consistent with Vantorovich's account of the Vantor-SLG relationship but provides somewhat more granular detail regarding the day-to-day commercial interactions between VTS and Stonefield, including specific discussions with SLG's operations team about load tenders and rejection rates. Pruitt's testimony should be read in conjunction with Vantorovich's for purposes of the summary judgment briefing.
Sandra Milescu (deposed August 4, 2023): Milescu's testimony is the most significant point of comparison for the Vantorovich deposition. Milescu confirmed the reassignment of 85 tractors from SLG dedicated lanes to the Northwind Distribution Co. account in October 2021 — approximately one month before the November 12, 2021 email to Vantorovich. Milescu characterized the reassignment as "temporary" and driven by "commercial necessity" resulting from SLG's volume shortfalls. However, she could not explain why Stonefield was not notified of the reassignment. Critically, Milescu testified during her deposition that she "kept Nikolai informed of major account decisions." This testimony is in some tension with Vantorovich's claim that he did not recall the November 12 email and was not involved in fleet deployment decisions. If Milescu kept Vantorovich "informed of major account decisions," and the removal of 85 tractors (over 20% of the committed fleet) from VTS's largest customer was unquestionably a major account decision, then Vantorovich's claimed ignorance is difficult to credit. This inconsistency should be highlighted in summary judgment briefing and potentially used for impeachment at trial.
Raymond Hess (deposed July 27, 2023): Hess, the Stonefield operations executive who issued the January 18, 2022 Cure Notice, testified that the performance metrics cited in the Cure Notice were derived from VTS's own Carrier Performance Portal data — i.e., the metrics originated from VTS's systems, not from Stonefield's independent calculations. Hess further testified that VTS did not dispute the accuracy of the performance metrics in its February 14, 2022 response to the Cure Notice. This is entirely consistent with Vantorovich's non-denial of the performance figures during his deposition and strengthens our argument that the performance deficiencies underlying the termination are undisputed.
Janet Kirkwood (deposed July 14, 2023): Kirkwood, a Stonefield operations manager who managed the VTS account, testified regarding the alleged diversion of freight to Cascade Freight Systems Inc. and Briarwood Trucking Co. Kirkwood testified that the volume allocated to these carriers was limited to Secondary Lanes (Lanes 8 through 14), which were not subject to the exclusivity provisions of the TSA under Schedule C. Kirkwood further testified that the volume was diverted to these carriers in direct response to VTS's high rate of tender rejections on those lanes — in other words, Stonefield turned to alternative carriers only because VTS was refusing the freight. This testimony provides important context for Vantorovich's vague claims that Stonefield was violating the exclusivity provisions of the TSA by using competing carriers. Vantorovich's inability to distinguish between Primary and Secondary Lanes, and his admitted unfamiliarity with the exclusivity structure in Schedule C, significantly undermines Vantor's exclusivity-breach allegation.
VI. DOCUMENT PRESERVATION AND EXHIBIT TRACKING
All exhibits marked during the Vantorovich deposition (Exhibits 1 through 9) have been cataloged and cross-referenced within the Pinnacle Forensics review platform under Project ID PF-SLG-2022-0914. The exhibits have been linked to the relevant deposition transcript designations and tagged for use in summary judgment briefing, trial preparation, and expert report review.
A certified transcript of the deposition has been ordered from the court reporter. Based on the court reporting service's standard turnaround, we expect delivery of the certified transcript within 30 days of the deposition date, i.e., on or about September 17, 2023. Upon receipt, the transcript will be reviewed against the rough draft for accuracy, and any necessary errata or corrections will be noted.
The video recording of the deposition has been secured and delivered to David Moretti in the firm's litigation support department for archiving. The video has been logged in the firm's litigation support database and is available for retrieval and review. Key video segments — particularly the exchanges regarding the November 12, 2021 email and Vantorovich's visible agitation during the causation questioning — have been flagged for potential use in connection with summary judgment briefing and trial presentation.
Key transcript excerpts have been identified and flagged for potential incorporation into the Summary Judgment Roadmap Memorandum (Document 124). The specific excerpts flagged relate to Vantorovich's non-denial of performance metrics, his failure to identify cure actions or mitigation efforts, his evasive testimony regarding the November 1

DEPOSITION SUMMARY — NIKOLAI VANTOROVICH (PARTIAL)

I. DEPOSITION OVERVIEW AND PROCEDURAL DETAILS

II. SUMMARY OF TESTIMONY BY TOPIC

III. ASSESSMENT OF WITNESS CREDIBILITY AND DEMEANOR

IV. DEPOSITION COMPLETION STATUS AND NEXT STEPS

V. CROSS-REFERENCE TO OTHER DEPOSITION SUMMARIES

VI. DOCUMENT PRESERVATION AND EXHIBIT TRACKING

Record

Parties

Dates

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