1012-00005 · Stonefield Logistics Group · Discovery/Analysis

analysis-briarwood-subpoena-response.docx DOCUMENT Litigation

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MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

TO: Patrick Gallagher, Lead Associate, Litigation (General), Calderwood & Harkness LLP

FROM: Simone Laroche, Working Associate, Litigation (General), Calderwood & Harkness LLP

DATE: August 3, 2023

RE: Analysis of Briarwood Trucking Co. Subpoena Response — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)

MATTER NO.: 1012-00005

CONFIDENTIALITY NOTICE: This memorandum constitutes privileged attorney work product prepared in anticipation of litigation and is protected from disclosure under the attorney work product doctrine, as codified in Federal Rule of Civil Procedure 26(b)(3) and applicable case law. This memorandum reflects the mental impressions, conclusions, opinions, and legal theories of attorneys at Calderwood & Harkness LLP. It is not intended for distribution outside Calderwood & Harkness LLP or authorized client representatives without prior written approval from the responsible partner on this matter.

I. Executive Summary

The purpose of this memorandum is to analyze the documents produced by Briarwood Trucking Co. ("Briarwood"), a Virginia corporation headquartered at 1280 Jefferson Davis Highway, Suite 310, Arlington, VA 22202, in response to Defendant Stonefield Logistics Group Inc.'s ("Stonefield") Subpoena Duces Tecum served on June 28, 2023. This memorandum evaluates the implications of Briarwood's production for the claims and defenses at issue in Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.), and provides recommendations for the integration of these materials into the broader litigation strategy.

Bottom-Line Conclusion: Briarwood's production confirms that Stonefield's use of Briarwood as a carrier was limited exclusively to Lanes 8 through 14, which are classified as "Secondary Lanes" under Schedule C to the Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Reference No. SLG-VTS-2019-0315) between Stonefield and Vantor Transport Services LLC ("VTS"). None of the 187 individual load tenders produced by Briarwood corresponds to any of the 14 "Primary Lanes" designated in Schedule C as subject to the exclusivity provisions in favor of VTS. Accordingly, Briarwood's production provides direct, third-party documentary evidence that Stonefield's engagement of Briarwood did not violate the exclusivity framework established under the TSA.

This finding is materially consistent with the conclusions reached in the analysis of the Cascade Freight Systems Inc. ("Cascade") subpoena response, as set forth in a separate memorandum dated August 1, 2023. Together, the Briarwood and Cascade productions demonstrate a uniform pattern: Stonefield's use of alternative carriers during the relevant period was confined to Secondary Lanes on which Stonefield retained full contractual discretion to engage any carrier of its choosing.

Moreover, the Briarwood production strongly corroborates the deposition testimony of Janet Kirkwood, Vice President of Carrier Relations at Stonefield, given on July 14, 2023. At her deposition, Ms. Kirkwood testified under oath that the diversion of freight volume to Cascade and Briarwood was limited to non-Primary Lanes and was operationally necessary in response to VTS's sustained failure to accept tenders and maintain committed equipment availability during the latter half of 2021 and into early 2022. The documentary record now produced by Briarwood independently confirms these representations.

The sections that follow provide a detailed background on the subpoena and its relevance to Vantor's claims, an overview of Briarwood's production, a lane-by-lane analysis of the load tenders against the TSA's Primary Lane designations, a comparison with the Cascade subpoena response, an assessment of the implications for Stonefield's defenses, evidentiary considerations for summary judgment, and specific recommendations for next steps.

II. Background

A. The Subpoena

Defendant Stonefield Logistics Group Inc. caused a Subpoena Duces Tecum to be served on Briarwood Trucking Co. on June 28, 2023. The subpoena was prepared by the undersigned, reviewed by Patrick Gallagher, and served in accordance with Federal Rule of Civil Procedure 45. Service was effected upon Briarwood's registered agent for service of process in the Commonwealth of Virginia, with a return date of July 28, 2023, and a production deadline of July 25, 2023 (30 days from the date of compliance specified in the subpoena).

The subpoena sought three categories of documents:

(1) Contracts, Agreements, Rate Confirmations, and Load Tenders. All contracts, agreements, rate confirmations, and load tenders between Briarwood Trucking Co. and Stonefield Logistics Group Inc. for transportation services on any lanes overlapping with the geographic scope of the TSA, including but not limited to lanes within the Northeast, Mid-Atlantic, and Southeast corridors of the United States.

(2) Communications Regarding Lanes 8 Through 14. All communications between Briarwood Trucking Co. and Stonefield Logistics Group Inc. regarding freight on Lanes 8 through 14, as designated in Schedule C to the TSA (Contract Reference No. SLG-VTS-2019-0315), or on any substantially equivalent origin-destination pairs.

(3) Volume, Revenue, and Lane-Specific Records. Records identifying the specific origin-destination pairs, volume (measured in loads or shipments), and revenue for Briarwood's transportation services to Stonefield during the period January 1, 2021 through March 4, 2022 (the date on which Stonefield terminated the TSA).

Briarwood, through its counsel at Whitfield & Associates PLLC in Arlington, Virginia, produced responsive documents on or about July 25, 2023, within the timeframe specified in the subpoena. Briarwood did not object to the subpoena and did not assert any privilege or confidentiality claims over the produced documents. The production was transmitted electronically via a secure file transfer to Calderwood & Harkness LLP and subsequently uploaded to the Pinnacle Forensics document review platform (Project ID: PF-SLG-2022-0914).

B. Relevance to Vantor's Claims

The Briarwood subpoena response is directly relevant to the core claims asserted by Plaintiff Vantor Holdings Corp. ("Vantor") in this action. By way of background, Vantor filed its initial Complaint on September 15, 2022, followed by an Amended Complaint filed on December 2, 2022. The Amended Complaint asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contractual relations, and unjust enrichment arising from Stonefield's alleged violation of the TSA's exclusivity provisions and its termination of the TSA on March 4, 2022.

Central to Vantor's breach of contract claim is the allegation that Stonefield diverted freight to competing carriers, including Briarwood Trucking Co. and Cascade Freight Systems Inc., in violation of the exclusivity provisions set forth in Schedule C to the TSA. Vantor contends that Stonefield's engagement of these alternative carriers constituted a material breach of the TSA because, according to Vantor's reading of the contract, the exclusivity obligation extended to all lanes on which Stonefield tendered freight within the geographic scope of the TSA.

Stonefield's position, as articulated in its Answer and Counterclaim filed on January 30, 2023, is that the exclusivity provisions in Schedule C are expressly limited to the 14 specifically identified "Primary Lanes" — i.e., specific origin-destination pairs enumerated in Schedule C, Section 2(a). All other lanes, regardless of their geographic location, are classified as "Secondary Lanes" under Schedule C, Section 2(b), and are not subject to any exclusivity restriction. On Secondary Lanes, Stonefield retained full discretion to use any carrier, including Briarwood and Cascade, without limitation.

The internal Stonefield email from Janet Kirkwood to Carlos Medina (Senior Vice President, Operations) dated September 22, 2021 is a critical document in this dispute. In that email, Ms. Kirkwood stated that Stonefield was "moving volume to Cascade and Briarwood on Lanes 8–14." Vantor contends that this email demonstrates an organized effort by Stonefield to divert freight away from VTS in violation of the TSA. Stonefield contends that Lanes 8 through 14, as referenced in Stonefield's internal lane numbering system, are Secondary Lanes falling outside the scope of the exclusivity obligation. The Briarwood subpoena response is therefore critical to resolving this factual dispute by establishing what lanes Briarwood actually serviced for Stonefield and whether any of those lanes overlap with the 14 Primary Lanes reserved for VTS under Schedule C.

C. The TSA Exclusivity Framework

A brief summary of the TSA's exclusivity framework is necessary to contextualize the analysis that follows.

The Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315) was entered into between Stonefield Logistics Group Inc. and Vantor Transport Services LLC, a wholly owned subsidiary of Vantor Holdings Corp. The TSA governed the provision of full truckload transportation services by VTS to Stonefield across a defined network of lanes in the eastern United States.

Schedule C to the TSA contains the exclusivity framework and is the operative contractual provision at issue. Its key terms are as follows:

Section 2(a) — Primary Lanes. Schedule C designates 14 specific origin-destination pairs as "Primary Lanes." On these Primary Lanes, Stonefield committed to tender freight exclusively to VTS. Each Primary Lane is identified by a specific origin city/state and a specific destination city/state, and the parties agreed that VTS would be the sole carrier on those lanes for the duration of the TSA, subject to the conditions described below.

Section 2(a)(iii) — Performance Conditions. The exclusivity obligation on Primary Lanes is expressly conditioned on VTS maintaining certain minimum performance standards, referred to in the TSA as "Service Level Obligations" or "SLOs." Specifically, VTS was required to maintain a minimum tender acceptance rate of 90% or greater on each Primary Lane and to maintain equipment availability at 85% or greater of committed fleet capacity (defined as 400 tractors under the TSA). If VTS failed to meet the SLOs on a given Primary Lane for two consecutive calendar quarters, Stonefield was entitled to use alternative carriers on that lane upon written notice to VTS, without such usage constituting a breach of the exclusivity provision.

Section 2(b) — Secondary Lanes. Schedule C, Section 2(b) provides, in relevant part, that "all lanes not expressly listed as Primary Lanes in the table set forth in Section 2(a) shall be deemed 'Secondary Lanes,' and Stonefield shall retain full and unrestricted discretion to tender freight on Secondary Lanes to any carrier of its choosing, without obligation to VTS and without limitation." This provision is unambiguous: any origin-destination pair that is not one of the 14 enumerated Primary Lanes is a Secondary Lane on which no exclusivity obligation exists.

The proper characterization of Lanes 8 through 14 — specifically, whether they are Primary Lanes or Secondary Lanes under Schedule C — is a central question in this litigation. As discussed in our memorandum re Exclusivity Analysis — Schedule C Lanes dated September 30, 2022, our analysis of the lane designations in Schedule C concluded that Lanes 8 through 14 (as referenced in Stonefield's internal numbering system) correspond to Secondary Lanes. The Briarwood production now provides third-party documentary evidence that independently confirms this conclusion.

III. Overview of Briarwood's Production

A. Volume and Scope of Production

Briarwood produced a total of approximately 312 documents, comprising an estimated 1,400 pages of material. The production was received in native electronic format (primarily PDF and Excel files) and has been uploaded to the Pinnacle Forensics document review platform under Project ID: PF-SLG-2022-0914 for coding, indexing, and review.

The documents fall into four principal categories:

(a) Rate Confirmations and Load Tenders: 187 documents consisting of individual load tenders issued by Stonefield to Briarwood and corresponding rate confirmations. Each rate confirmation identifies the shipper (Stonefield), the carrier (Briarwood), the origin city and state, the destination city and state, the pickup date, the delivery date, the agreed rate per mile, the total mileage, and the total line-haul charge. These documents form the core of the production and are the primary basis for the lane-by-lane analysis set forth in Section IV below.

(b) Master Carrier Agreement: A single document, the Master Carrier Agreement between Stonefield Logistics Group Inc. and Briarwood Trucking Co., executed in June 2019. This agreement is discussed further below.

(c) Email Correspondence: Approximately 98 documents consisting of email communications between Briarwood's operations and dispatch personnel and Stonefield's carrier relations team. The majority of these emails were exchanged between Briarwood dispatchers (primarily Kevin Stull and Diane Vereshchuk) and Stonefield personnel (primarily Janet Kirkwood, VP of Carrier Relations, and members of her team, including Rachel Ibanez and Tyler Morton).

(d) Invoices and Payment Records: Approximately 26 documents consisting of invoices submitted by Briarwood to Stonefield for completed loads and corresponding payment remittance records. These documents reflect the financial transactions between the parties and are consistent with the rate confirmations and load tenders.

The temporal scope of the production covers the period from January 2021 through March 2022, which is consistent with the subpoena's specified date range of January 1, 2021 through March 4, 2022 (the date of TSA termination). The production appears to be comprehensive and responsive to the subpoena's requests, and there is no indication that Briarwood withheld or redacted any documents.

B. Key Documents Identified

The following categories of documents from Briarwood's production are of particular significance to the analysis:

Master Carrier Agreement. The Master Carrier Agreement between Stonefield Logistics Group Inc. and Briarwood Trucking Co. was executed in June 2019. It is a standard-form agreement for on-demand truckload transportation capacity, typical of agreements used in the logistics industry between shippers (or third-party logistics providers) and motor carriers. The agreement establishes general terms and conditions governing the provision of trucking services by Briarwood to Stonefield on an as-needed basis, including terms relating to insurance, liability, cargo claims, payment, and indemnification.

Critically, the Master Carrier Agreement does not reference the TSA, VTS, or any VTS-related lanes. It does not contain any exclusivity restrictions, geographic limitations, or lane-specific provisions that would tie its terms to the TSA's Schedule C. The agreement is a general-purpose carrier agreement that applies to all lanes on which Stonefield may, from time to time, request Briarwood capacity. This is significant because it demonstrates that the Stonefield-Briarwood relationship was a conventional, arm's-length carrier engagement, not a strategic diversion of TSA-covered freight.

Rate Confirmations and Load Tenders. The 187 individual load tenders constitute the most probative documents in the production. Each load tender was generated in the ordinary course of Briarwood's and Stonefield's respective businesses and identifies the specific origin and destination city/state pair for each load. The load tenders span the period from January 2021 through March 2022, with a notable concentration in Q4 2021 (October through December 2021), which is the period during which VTS's performance under the TSA deteriorated significantly. The load tenders enable a direct comparison of Briarwood's actual service lanes against the 14 Primary Lanes identified in Schedule C, and this comparison is set forth in detail in Section IV below.

Correspondence. The approximately 98 email communications between Briarwood dispatch and Stonefield's carrier relations team address routine operational matters, including capacity availability on specific lanes, rate negotiations for individual loads, and load assignment logistics. The emails reflect a standard operational carrier relationship. Notably, none of the emails reference the Primary Lanes identified in Schedule C, the TSA itself, or VTS. The correspondence does not suggest any awareness on Briarwood's part of the existence of the TSA or any exclusivity arrangement between Stonefield and VTS, which is consistent with the absence of any overlap between Briarwood's loads and the Primary Lanes.

IV. Lane-by-Lane Analysis

A. Methodology. To determine whether any of Briarwood's loads overlapped with the Primary Lanes designated in Schedule C to the TSA, we conducted a systematic cross-reference analysis using the following methodology:

Step 1: We compiled the origin-destination pair for each of the 187 load tenders produced by Briarwood, recording the origin city and state and the destination city and state for each load. This data was entered into a master spreadsheet, a copy of which is attached hereto as Appendix A.

Step 2: We identified the 14 Primary Lanes designated in Schedule C to the TSA, using the authoritative version of Schedule C attached to the TSA at Exhibit A to the Declaration of Samuel Eklund (Director of Contract Administration, Stonefield) filed on October 14, 2022 (Dkt. No. 34). The 14 Primary Lanes consist of specific city-to-city pairs concentrated in the Northeast, Mid-Atlantic, and Southeast corridors. Each Primary Lane is identified by a unique origin city/state and a unique destination city/state. These 14 Primary Lanes were entered into a reference table, a copy of which is attached hereto as Appendix B.

Step 3: We cross-referenced each of the 187 Briarwood load tender origin-destination pairs against the 14 Primary Lane origin-destination pairs. A "match" was defined as any Briarwood load where both the origin city/state and the destination city/state were identical to a Primary Lane origin-destination pair. We also checked for "partial matches" — i.e., loads where either the origin or the destination (but not both) matched a Primary Lane endpoint — to identify any loads that might arguably fall within the geographic proximity of a Primary Lane.

Step 4: We also cross-referenced the Briarwood load tenders against the lane designations referenced in the September 22, 2021 Kirkwood-to-Medina email, which identified "Lanes 8–14" as the lanes on which volume was being moved to Cascade and Briarwood. We confirmed that the lane numbering used in Stonefield's internal system corresponds to the Secondary Lane classification under Schedule C, Section 2(b).

B. Findings. The results of the lane-by-lane analysis are as follows:

No Overlap with Primary Lanes. Of the 187 load tenders produced by Briarwood, zero (0) correspond to any of the 14 Primary Lanes designated in Schedule C. Not a single Briarwood load shares both an origin and a destination with any Primary Lane. This finding is unambiguous and dispositive of the question whether Briarwood's services encroached on VTS's exclusive territory under the TSA: they did not.

Additionally, our analysis of partial matches yielded no results of concern. While a small number of Briarwood loads originated from or were destined for cities that also appear as endpoints on certain Primary Lanes, in no case did both the origin and the destination of a single Briarwood load match a Primary Lane. This is consistent with the fact that certain major metropolitan areas (such as Charlotte, NC, or Richmond, VA) may appear in both Primary and Secondary Lane configurations due to their status as regional freight hubs. The relevant inquiry under Schedule C is whether the specific origin-destination pair matches a Primary Lane — and in every instance, it does not.

All Loads Correspond to Secondary Lanes. All 187 load tenders correspond to origin-destination pairs that fall within Lanes 8 through 14 as referenced in Stonefield's internal lane numbering system. Under Schedule C, Section 2(b), these lanes are classified as "Secondary Lanes" on which Stonefield retains full and unrestricted discretion to use any carrier. A complete listing of each load tender, its origin-destination pair, and its classification as a Secondary Lane is set forth in Appendix A.

Geographic Concentration. The geographic concentration of Briarwood loads was primarily within the Mid-Atlantic corridor, with origin and destination points located in Virginia, Maryland, North Carolina, and Pennsylvania. This is consistent with Briarwood's regional operating footprint as a Virginia-based trucking company with a fleet principally deployed in the Mid-Atlantic region. The geographic distribution of Briarwood's loads further demonstrates that Stonefield engaged Briarwood for capacity on regional lanes that fell outside the Primary Lane network, which is concentrated in longer-haul Northeast-to-Southeast corridors.

Volume Increase in Q4 2021. The volume of Briarwood loads increased markedly beginning in Q4 2021 (October through December 2021). Of the 187 total load tenders spanning the full January 2021 through March 2022 period, approximately 112 load tenders — roughly 60% of the total — were issued during Q4 2021 alone. This increase correlates directly with the period during which VTS's performance under the TSA deteriorated significantly. Specifically:

• VTS's tender acceptance rate on the Stonefield account dropped to approximately 71.4% during Q4 2021, well below the 90% minimum required by the SLOs.

• VTS's equipment availability fell to approximately 62% of committed fleet capacity during the same period, with approximately 248 tractors available versus the 400 tractors required under the TSA. This represents a shortfall of approximately 152 tractors.

• The deterioration in VTS's performance was not disputed. VTS's own Q4 2021 Performance Report, produced in discovery (VHC-006293), acknowledged the decline in tender acceptance and equipment availability on the Stonefield account.

• The internal Vantor email from Petru Milescu (Chief Operating Officer, VTS) to Andrei Vantorovich (CEO, Vantor Holdings) dated November 12, 2021 (Bates No. VHC-008417), produced in discovery by Vantor, confirmed that VTS had "pulled 85 tractors off the SLG dedicated lanes" and redeployed them to the Northwind Distribution Co. account, which VTS had recently onboarded as a new customer.

The correlation between VTS's performance failures and the spike in Briarwood usage is significant. It demonstrates that Stonefield's engagement of Briarwood was a direct operational response to VTS's inability — or unwillingness — to meet its contractual commitments, rather than a premeditated effort to divert freight away from VTS. When VTS stopped accepting tenders and reduced its available fleet, Stonefield was compelled to source alternative carrier capacity to maintain its supply chain operations, and it did so exclusively on Secondary Lanes where it had every contractual right to engage alternative carriers.

C. Revenue and Volume Summary

The financial data reflected in Briarwood's invoices and rate confirmations confirms the following:

• Total Revenue: The total revenue generated by Briarwood from loads tendered by Stonefield during the subpoena period (January 2021 through March 2022) was approximately $4.1 million.

• Q4 2021 Concentration: Approximately $2.3 million of the total revenue — more than 56% — was attributable to Q4 2021 alone. This concentration is consistent with the sharp increase in load tenders during the period of VTS's performance deterioration, as discussed above.

• No Primary Lane Revenue: All revenue generated by Briarwood from Stonefield loads during the subpoena period corresponds to Secondary Lanes. No revenue was generated from loads on any of the 14 Primary Lanes.

A detailed breakdown of revenue and volume by quarter and by lane is set forth in the appendices. The revenue data, in conjunction with the lane analysis, provides a comprehensive financial picture demonstrating that Stonefield's expenditure on Briarwood services was entirely within the scope of its contractual rights under Schedule C, Section 2(b).

V. Comparison with Cascade Freight Systems Subpoena Response

The Cascade Freight Systems Inc. subpoena response, analyzed in a separate memorandum dated August 1, 2023 and addressed to the same distribution list, yielded materially identical conclusions. Cascade Freight Systems Inc. is an Ohio corporation headquartered at 4700 Lakehurst Court, Columbus, OH 43016. Like Briarwood, Cascade was served with a Subpoena Duces Tecum seeking documents relating to its carrier relationship with Stonefield during the January 2021 through March 2022 period. Cascade produced responsive documents in July 2023.

The key parallels between the Cascade and Briarwood productions are as follows:

• Lane Overlap: Cascade's production confirmed that Stonefield's use of Cascade was limited to Lanes 8 through 14 (Secondary Lanes), consistent with the Briarwood production. Cascade's load tenders, like Briarwood's, showed zero overlap with any of the 14 Primary Lanes designated in Schedule C.

• Operational Pattern: Both the Cascade and Briarwood productions reflect the same operational pattern: Stonefield engaged these carriers on Secondary Lanes to supplement capacity shortfalls caused by VTS's declining performance, with usage increasing sharply in Q4 2021.

• No Awareness of TSA or VTS: Neither Cascade's nor Briarwood's communications with Stonefield reference the TSA, VTS, or the Primary Lanes. Both carrier relationships appear to have been managed as standard, arm's-length engagements without any connection to the TSA's exclusivity framework.

Taken together, the Cascade and Briarwood productions demonstrate a consistent and coherent pattern: Stonefield used alternative carriers exclusively on Secondary Lanes where it retained full contractual discretion to do so. This pattern is directly and powerfully at odds with Vantor's allegation in the Amended Complaint (at ¶¶ 47–53) that Stonefield engaged in a systematic scheme to divert freight to competing carriers in violation of Schedule C's exclusivity provisions. The evidence from both third-party carriers points uniformly in the opposite direction — Stonefield respected the exclusivity boundary between Primary and Secondary Lanes, and its use of alternative carriers was limited to the latter category.

The combined Cascade and Briarwood data should be presented together in any summary judgment briefing to maximize the persuasive impact. A consolidated lane analysis chart comparing the combined Cascade-Briarwood load data against the 14 Primary Lanes is recommended as a demonstrative exhibit, as discussed further in Section VIII below.

VI. Implications for Stonefield's Defense

A. Exclusivity Defense

Briarwood's production provides strong documentary support for the central pillar of Stonefield's defense: that its use of Cascade and Briarwood did not violate the TSA's exclusivity provisions because that usage was confined entirely to Secondary Lanes. The strength of this evidence lies in its source — Briarwood is a third-party carrier with no stake in this litigation, and its records were generated in the ordinary course of its business, independent of any litigation considerations. These are not self-serving declarations by Stonefield; they are contemporaneous business records from a neutral third party that independently confirm Stonefield's account of events.

The exclusivity defense is further supported by the deposition testimony of Janet Kirkwood (VP, Carrier Relations, Stonefield), given on July 14, 2023. At her deposition, Ms. Kirkwood testified under oath as follows:

"We were very careful about which lanes we used Briarwood and Cascade on. We knew we had the exclusivity commitment to VTS on the Primary Lanes. The loads we moved to Briarwood and Cascade were all on our Secondary Lanes — Lanes 8 through 14 in our internal system. Those are lanes where we always had the right to use whoever we wanted. We only went to alternative carriers because VTS was rejecting our tenders and didn't have enough trucks."

(Kirkwood Dep. Tr. 147:8–18, July 14, 2023.)

Ms. Kirkwood's testimony is now corroborated by the documentary record produced by Briarwood. The consistency between Stonefield's internal characterization of the lanes at issue (as reflected in the Kirkwood-Medina email and Kirkwood's deposition testimony) and the actual lane data in Briarwood's load tenders significantly enhances the credibility and persuasive force of Stonefield's exclusivity defense.

Additionally, the memorandum re Exclusivity Analysis — Schedule C Lanes, dated September 30, 2022, previously concluded — based on a textual analysis of Schedule C — that Lanes 8 through 14 are Secondary Lanes. The Briarwood production now provides independent, third-party documentary confirmation of that legal analysis. Where our initial conclusion was based on contract interpretation, we now have empirical evidence from the carrier itself showing that the actual loads on those lanes fall outside the Primary Lane network. This convergence of contract interpretation, deposition testimony, and third-party documentary evidence creates a powerful evidentiary foundation for summary judgment on the exclusivity issue.

B. Relevance to "Pretextual Termination" Allegation

Vantor has alleged, both in its Amended Complaint (at ¶¶ 62–68) and through its expert, Dr. Marcus Tilford of Georgetown Economic Advisory Group, that Stonefield's termination of the TSA on March 4, 2022 was pretextual. According to Vantor, Stonefield manufactured a pretext for termination — citing VTS's alleged performance failures — in order to enable Stonefield to shift freight to lower-cost carriers and thereby avoid the scheduled April 2022 rate adjustment under the TSA. The April 2022 rate adjustment would have increased VTS's weighted average rate by 14.3%, from $2.87 per mile to $3.28 per mile, adding approximately $6.2 million in annualized transportation costs to Stonefield's operations.

The Briarwood production undercuts the pretextual termination allegation in two important respects:

First, the rate data reflected in Briarwood's rate confirmations demonstrates that Briarwood's rates were not lower than VTS's contractual rates. To the contrary, Briarwood's spot rates on the lanes it serviced for Stonefield averaged approximately $3.05 per mile during Q4 2021, compared to VTS's weighted average contractual rate of $2.87 per mile under the TSA during the same period. In other words, Stonefield was paying Briarwood approximately 6.3% more per mile than it was contractually obligated to pay VTS for comparable lanes. This data directly contradicts the proposition that Stonefield engaged Briarwood as part of a cost-reduction strategy. If Stonefield's goal had been to reduce transportation costs by shifting freight away from VTS, it would not have engaged a carrier charging higher rates. The rate differential strongly suggests that Stonefield's use of Briarwood was motivated by operational necessity — the need to move freight when VTS was unable to accept tenders — rather than by a desire to reduce costs.

A detailed comparison of Briarwood spot rates versus VTS contractual rates on comparable lanes during Q4 2021 is set forth in Appendix E.

Second, the volume shifted to Briarwood was exclusively on Secondary Lanes where Stonefield had no exclusivity obligation to VTS. This further undermines the pretextual termination theory because, if Stonefield's objective had been to redirect VTS's freight to cheaper alternatives, one would expect to see diversion on Primary Lanes — the high-volume, high-value lanes where VTS had exclusivity and where cost savings would be most significant. The absence of any Briarwood loads on Primary Lanes is inconsistent with a strategic diversion scheme and instead suggests operational necessity: Stonefield needed trucks on Secondary Lanes where VTS was failing to provide capacity, and Briarwood was available.

C. Corroboration of "For Cause" Termination

The timing correlation between VTS's Service Level Obligation failures in Q4 2021 and the marked increase in Briarwood usage during the same period provides strong circumstantial support for Stonefield's narrative that it turned to Briarwood because VTS was failing to perform — not as part of a preconceived plan to exit the TSA.

This temporal correlation is relevant to Stonefield's primary defense on the termination claim: that the termination of the TSA on March 4, 2022 was a valid termination "for Cause" under Section 13.1(a) of the TSA. Section 13.1(a) provides that either party may terminate the TSA upon 30 days' written notice if the other party commits a material breach and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Stonefield issued a Cure Notice to VTS on January 18, 2022, identifying specific material breaches, including VTS's failure to maintain the required tender acceptance rates and equipment availability. The 30-day cure period expired on February 17, 2022, and VTS failed to cure any of the identified breaches within that period. Stonefield subsequently terminated the TSA on March 4, 2022, effective immediately.

The Briarwood production reinforces the "for Cause" termination defense by providing contemporaneous evidence that VTS's performance failures were real and had tangible operational consequences for Stonefield. The fact that Stonefield was forced to engage Briarwood at higher rates to cover capacity shortfalls caused by VTS's failures demonstrates that VTS's breaches were material and caused actual harm, satisfying the prerequisites for termination under Section 13.1(a).

D. Relevance to First-to-Breach Doctrine

Finally, the Briarwood production provides additional documentary context for Stonefield's alternative defense under New York's first-to-breach (or prior material breach) doctrine. Under New York law, a party's material breach of a contract excuses the other party's subsequent performance obligations. See, e.g., Ashgrove & Co. v. Camberwell Industries, 500 F.3d 171, 186 (2d Cir. 2007). Stonefield has asserted that VTS committed the first material breach of the TSA by unilaterally reducing its fleet capacity — specifically, by pulling 85 tractors from the Stonefield dedicated lanes and redeploying them to the Northwind Distribution Co. account in October 2021 — without notice to or consent from Stonefield. This redeployment reduced VTS's available fleet from approximately 400 tractors (the committed level under the TSA) to approximately 315 tractors, a reduction of more than 21%.

The unilateral fleet reduction is confirmed by the Milescu-to-Vantorovich email of November 12, 2021 (VHC-008417) and is expected to be further confirmed by the deposition of Petru Milescu (COO, VTS), which was taken on August 4, 2023 (a separate analysis of the Milescu deposition is forthcoming). VTS's decision to reduce capacity without notice to Stonefield constituted the first material breach of the TSA, as it directly caused VTS to fall below the minimum equipment availability threshold (85% of committed fleet) and contributed to the decline in tender acceptance rates.

The Briarwood production is relevant to this first-to-breach argument because it demonstrates the causal link between VTS's fleet reduction and Stonefield's need to engage alternative carriers. When VTS pulled 85 tractors off the Stonefield account, Stonefield was left with insufficient carrier capacity on its Secondary Lanes and was compelled to engage Briarwood and Cascade to fill the gap. The fact that Briarwood usage spiked precisely when VTS's fleet reduction took effect provides strong circumstantial evidence of this causal chain. VTS's prior material breach excuses any subsequent alleged breach by Stonefield — including, if applicable, any arguable deviation from the TSA's terms — under the first-to-breach doctrine.

VII. Evidentiary Considerations

The admissibility and evidentiary weight of Briarwood's documents merit attention in connection with summary judgment planning and trial preparation. The following considerations are relevant:

Admissibility Under Federal Rule of Evidence 803(6). Briarwood's rate confirmations, load tenders, invoices, and internal records are third-party business records that are likely admissible under Federal Rule of Evidence 803(6) (records of a regularly conducted activity). Rule 803(6) provides an exception to the hearsay rule for records made at or near the time of the event recorded, by or from information transmitted by a person with knowledge, kept in the course of a regularly conducted business activity, where the making of the record was a regular practice of that activity. Briarwood's load tenders and rate confirmations satisfy each of these elements: they were generated contemporaneously with the transportation events they document, they were prepared by Briarwood's operations personnel with firsthand knowledge of the loads, they were maintained in the ordinary course of Briarwood's trucking business, and the creation of such records is a regular practice in the motor carrier industry.

Appropriate foundation for these records can be laid through a certification under Federal Rule of Evidence 902(11), which permits authentication of business records by written declaration without the need for live testimony from a records custodian. Alternatively, if testimony is required, a Briarwood records custodian could provide foundation at trial or via deposition.

Probative Value. The rate confirmations and load tenders are particularly probative because they were generated in the ordinary course of Briarwood's business, independent of this litigation. Unlike deposition testimony or party-generated documents, which may be viewed with some skepticism as potentially self-serving, Briarwood's records were created for a purely business purpose — to document the carrier-shipper transactions — without any awareness of or connection to the present dispute. This independence enhances the credibility and persuasive weight of the records.

Summary Judgment Exhibits. We recommend designating key Briarwood documents as exhibits for any summary judgment motion, particularly the lane-specific load tenders demonstrating exclusive Secondary Lane usage. A representative sample of load tenders — selected to illustrate the geographic distribution and temporal pattern of Briarwood's services — should be attached as exhibits to a supporting declaration. The full set of 187 load tenders should be lodged with the Court or made available as part of the summary judgment record.

Coordination with Cascade Production and Kirkwood Testimony. For maximum persuasive impact at summary judgment, Briarwood's production should be presented in conjunction with the Cascade Freight Systems production and Ms. Kirkwood's deposition testimony. Together, these three sources of evidence — two independent third-party carriers' business records and the testimony of Stonefield's own carrier relations executive — create a mutually reinforcing evidentiary package. The three sources independently confirm the same facts: Stonefield's use of alternative carriers was limited to Secondary Lanes and was driven by VTS's performance failures. This convergence of evidence from multiple independent sources is compelling and will be difficult for Vantor to rebut.

VIII. Recommendations

Based on the foregoing analysis, the following recommendations are made:

1. Summary Judgment Roadmap Memorandum. Flag key Briarwood documents for inclusion in the summary judgment roadmap memorandum currently in preparation, with a target date of September 15, 2023. Specifically, the Briarwood load tenders and rate confirmations should be incorporated into the exclusivity defense section of the roadmap, alongside the corresponding Cascade materials and Kirkwood deposition excerpts. The Briarwood rate data should also be incorporated into the section addressing the pretextual termination allegation, to demonstrate that Briarwood's rates were at or above VTS's contractual rates.

2. Consolidated Lane Analysis Chart. Prepare a consolidated lane analysis chart combining the Cascade and Briarwood load data against the 14 Primary Lanes for use as a demonstrative exhibit at summary judgment or trial. The chart should present a clear, visual comparison showing each of the 14 Primary Lanes in one column and the combined Cascade-Briarwood load origins/destinations in another, demonstrating zero overlap. This chart should be prepared in a format suitable for inclusion as an exhibit to a declaration or as a demonstrative aid for oral argument.

3. Briarwood Depositions. Consider whether any Briarwood personnel need to be deposed. Our initial assessment is that the documents produced by Briarwood are self-explanatory and that a deposition of Briarwood personnel is likely unnecessary. The load tenders speak for themselves as to lane, volume, and rate, and Briarwood's correspondence does not raise any issues that require testimonial clarification. However, this assessment should be flagged for further evaluation if the case resumes from its current dormancy or if Vantor challenges the authenticity or completeness of Briarwood's production. In the event a deposition becomes advisable, the most appropriate witness would be a Briarwood operations manager with knowledge of the company's relationship with Stonefield and its recordkeeping practices.

4. Document Coding and Indexing. Ensure that all 312 Briarwood documents are fully coded and indexed on the Pinnacle Forensics platform (Project ID: PF-SLG-2022-0914). Each document should be cross-referenced in the key document index maintained by David Moretti and Kara Nystrom. Priority coding should be assigned to the 187 load tenders and the Master Carrier Agreement. The email correspondence should be reviewed for any additional factual details that may be relevant to deposition preparation or expert report supplementation.

5. Expert Report Supplementation. Provide copies of this analysis and the August 1, 2023 Cascade analysis to Dr. Evelyn Rosser at Kensington Analytics Group LLC. Dr. Rosser is preparing a rebuttal expert report, which was served on August 25, 2023, addressing the economic and operational aspects of the exclusivity dispute. To the extent her rebuttal report requires supplementation regarding the exclusivity issue — particularly in response to Dr. Tilford's opinions on freight diversion — the Briarwood and Cascade lane data should be made available to her. Dr. Rosser's analysis may benefit from the rate comparison data (Briarwood spot rates vs. VTS contractual rates), which could be used to rebut Dr. Tilford's cost-savings thesis.

IX. Appendix — Referenced Materials

The following appendices are referenced in this memorandum and are attached hereto or available on the Pinnacle Forensics platform:

Appendix A: Table listing all 187 Briarwood load tenders, with the following fields for each load: (1) Load Tender Number; (2) Date of Tender; (3) Origin City and State; (4) Destination City and State; (5) Rate Per Mile; (6) Total Mileage; (7) Total Line-Haul Charge; and (8) Classification as Secondary Lane under Schedule C, Section 2(b). [See attached spreadsheet.]

Appendix B: Cross-reference table of the 14 Primary Lanes (as designated in Schedule C to the TSA) versus all Briarwood load origins and destinations. The table demonstrates zero overlap between any Briarwood load and any Primary Lane. [See attached chart.]

Appendix C: Copy of the Briarwood Master Carrier Agreement between Stonefield Logistics Group Inc. and Briarwood Trucking Co., executed June 2019. [See attached agreement.]

Appendix D: Timeline of VTS performance deterioration during Q4 2021, correlated with the increase in Briarwood load tenders during the same period. The timeline includes key dates, SLO metrics (tender acceptance rate and equipment availability), and corresponding Briarwood load tender volume by month. [See attached timeline.]

Appendix E: Comparison chart of Briarwood spot rates versus VTS contractual rates on comparable lanes during Q4 2021. The chart presents a lane-by-lane comparison of Briarwood's actual per-mile rates (as reflected in the rate confirmations) against VTS's weighted average contractual rate of $2.87 per mile under the TSA. [See attached chart.]

This memorandum was prepared by Simone Laroche. Please direct any questions or comments to the undersigned or to Patrick Gallagher.

Simone Laroche Working Associate, Litigation (General) Calderwood & Harkness LLP

Telephone: (212) 555-0147

Email: s.laroche@calderwoodharkness.com

MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
TO: Patrick Gallagher, Lead Associate, Litigation (General), Calderwood & Harkness LLP
FROM: Simone Laroche, Working Associate, Litigation (General), Calderwood & Harkness LLP
DATE: August 3, 2023
RE: Analysis of Briarwood Trucking Co. Subpoena Response — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
MATTER NO.: 1012-00005
CONFIDENTIALITY NOTICE: This memorandum constitutes privileged attorney work product prepared in anticipation of litigation and is protected from disclosure under the attorney work product doctrine, as codified in Federal Rule of Civil Procedure 26(b)(3) and applicable case law. This memorandum reflects the mental impressions, conclusions, opinions, and legal theories of attorneys at Calderwood & Harkness LLP. It is not intended for distribution outside Calderwood & Harkness LLP or authorized client representatives without prior written approval from the responsible partner on this matter.
I. Executive Summary
The purpose of this memorandum is to analyze the documents produced by Briarwood Trucking Co. ("Briarwood"), a Virginia corporation headquartered at 1280 Jefferson Davis Highway, Suite 310, Arlington, VA 22202, in response to Defendant Stonefield Logistics Group Inc.'s ("Stonefield") Subpoena Duces Tecum served on June 28, 2023. This memorandum evaluates the implications of Briarwood's production for the claims and defenses at issue in Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.), and provides recommendations for the integration of these materials into the broader litigation strategy.
Bottom-Line Conclusion: Briarwood's production confirms that Stonefield's use of Briarwood as a carrier was limited exclusively to Lanes 8 through 14, which are classified as "Secondary Lanes" under Schedule C to the Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Reference No. SLG-VTS-2019-0315) between Stonefield and Vantor Transport Services LLC ("VTS"). None of the 187 individual load tenders produced by Briarwood corresponds to any of the 14 "Primary Lanes" designated in Schedule C as subject to the exclusivity provisions in favor of VTS. Accordingly, Briarwood's production provides direct, third-party documentary evidence that Stonefield's engagement of Briarwood did not violate the exclusivity framework established under the TSA.
This finding is materially consistent with the conclusions reached in the analysis of the Cascade Freight Systems Inc. ("Cascade") subpoena response, as set forth in a separate memorandum dated August 1, 2023. Together, the Briarwood and Cascade productions demonstrate a uniform pattern: Stonefield's use of alternative carriers during the relevant period was confined to Secondary Lanes on which Stonefield retained full contractual discretion to engage any carrier of its choosing.
Moreover, the Briarwood production strongly corroborates the deposition testimony of Janet Kirkwood, Vice President of Carrier Relations at Stonefield, given on July 14, 2023. At her deposition, Ms. Kirkwood testified under oath that the diversion of freight volume to Cascade and Briarwood was limited to non-Primary Lanes and was operationally necessary in response to VTS's sustained failure to accept tenders and maintain committed equipment availability during the latter half of 2021 and into early 2022. The documentary record now produced by Briarwood independently confirms these representations.
The sections that follow provide a detailed background on the subpoena and its relevance to Vantor's claims, an overview of Briarwood's production, a lane-by-lane analysis of the load tenders against the TSA's Primary Lane designations, a comparison with the Cascade subpoena response, an assessment of the implications for Stonefield's defenses, evidentiary considerations for summary judgment, and specific recommendations for next steps.
II. Background
A. The Subpoena
Defendant Stonefield Logistics Group Inc. caused a Subpoena Duces Tecum to be served on Briarwood Trucking Co. on June 28, 2023. The subpoena was prepared by the undersigned, reviewed by Patrick Gallagher, and served in accordance with Federal Rule of Civil Procedure 45. Service was effected upon Briarwood's registered agent for service of process in the Commonwealth of Virginia, with a return date of July 28, 2023, and a production deadline of July 25, 2023 (30 days from the date of compliance specified in the subpoena).
The subpoena sought three categories of documents:
(1) Contracts, Agreements, Rate Confirmations, and Load Tenders. All contracts, agreements, rate confirmations, and load tenders between Briarwood Trucking Co. and Stonefield Logistics Group Inc. for transportation services on any lanes overlapping with the geographic scope of the TSA, including but not limited to lanes within the Northeast, Mid-Atlantic, and Southeast corridors of the United States.
(2) Communications Regarding Lanes 8 Through 14. All communications between Briarwood Trucking Co. and Stonefield Logistics Group Inc. regarding freight on Lanes 8 through 14, as designated in Schedule C to the TSA (Contract Reference No. SLG-VTS-2019-0315), or on any substantially equivalent origin-destination pairs.
(3) Volume, Revenue, and Lane-Specific Records. Records identifying the specific origin-destination pairs, volume (measured in loads or shipments), and revenue for Briarwood's transportation services to Stonefield during the period January 1, 2021 through March 4, 2022 (the date on which Stonefield terminated the TSA).
Briarwood, through its counsel at Whitfield & Associates PLLC in Arlington, Virginia, produced responsive documents on or about July 25, 2023, within the timeframe specified in the subpoena. Briarwood did not object to the subpoena and did not assert any privilege or confidentiality claims over the produced documents. The production was transmitted electronically via a secure file transfer to Calderwood & Harkness LLP and subsequently uploaded to the Pinnacle Forensics document review platform (Project ID: PF-SLG-2022-0914).
B. Relevance to Vantor's Claims
The Briarwood subpoena response is directly relevant to the core claims asserted by Plaintiff Vantor Holdings Corp. ("Vantor") in this action. By way of background, Vantor filed its initial Complaint on September 15, 2022, followed by an Amended Complaint filed on December 2, 2022. The Amended Complaint asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, tortious interference with contractual relations, and unjust enrichment arising from Stonefield's alleged violation of the TSA's exclusivity provisions and its termination of the TSA on March 4, 2022.
Central to Vantor's breach of contract claim is the allegation that Stonefield diverted freight to competing carriers, including Briarwood Trucking Co. and Cascade Freight Systems Inc., in violation of the exclusivity provisions set forth in Schedule C to the TSA. Vantor contends that Stonefield's engagement of these alternative carriers constituted a material breach of the TSA because, according to Vantor's reading of the contract, the exclusivity obligation extended to all lanes on which Stonefield tendered freight within the geographic scope of the TSA.
Stonefield's position, as articulated in its Answer and Counterclaim filed on January 30, 2023, is that the exclusivity provisions in Schedule C are expressly limited to the 14 specifically identified "Primary Lanes" — i.e., specific origin-destination pairs enumerated in Schedule C, Section 2(a). All other lanes, regardless of their geographic location, are classified as "Secondary Lanes" under Schedule C, Section 2(b), and are not subject to any exclusivity restriction. On Secondary Lanes, Stonefield retained full discretion to use any carrier, including Briarwood and Cascade, without limitation.
The internal Stonefield email from Janet Kirkwood to Carlos Medina (Senior Vice President, Operations) dated September 22, 2021 is a critical document in this dispute. In that email, Ms. Kirkwood stated that Stonefield was "moving volume to Cascade and Briarwood on Lanes 8–14." Vantor contends that this email demonstrates an organized effort by Stonefield to divert freight away from VTS in violation of the TSA. Stonefield contends that Lanes 8 through 14, as referenced in Stonefield's internal lane numbering system, are Secondary Lanes falling outside the scope of the exclusivity obligation. The Briarwood subpoena response is therefore critical to resolving this factual dispute by establishing what lanes Briarwood actually serviced for Stonefield and whether any of those lanes overlap with the 14 Primary Lanes reserved for VTS under Schedule C.
C. The TSA Exclusivity Framework
A brief summary of the TSA's exclusivity framework is necessary to contextualize the analysis that follows.
The Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315) was entered into between Stonefield Logistics Group Inc. and Vantor Transport Services LLC, a wholly owned subsidiary of Vantor Holdings Corp. The TSA governed the provision of full truckload transportation services by VTS to Stonefield across a defined network of lanes in the eastern United States.
Schedule C to the TSA contains the exclusivity framework and is the operative contractual provision at issue. Its key terms are as follows:
Section 2(a) — Primary Lanes. Schedule C designates 14 specific origin-destination pairs as "Primary Lanes." On these Primary Lanes, Stonefield committed to tender freight exclusively to VTS. Each Primary Lane is identified by a specific origin city/state and a specific destination city/state, and the parties agreed that VTS would be the sole carrier on those lanes for the duration of the TSA, subject to the conditions described below.
Section 2(a)(iii) — Performance Conditions. The exclusivity obligation on Primary Lanes is expressly conditioned on VTS maintaining certain minimum performance standards, referred to in the TSA as "Service Level Obligations" or "SLOs." Specifically, VTS was required to maintain a minimum tender acceptance rate of 90% or greater on each Primary Lane and to maintain equipment availability at 85% or greater of committed fleet capacity (defined as 400 tractors under the TSA). If VTS failed to meet the SLOs on a given Primary Lane for two consecutive calendar quarters, Stonefield was entitled to use alternative carriers on that lane upon written notice to VTS, without such usage constituting a breach of the exclusivity provision.
Section 2(b) — Secondary Lanes. Schedule C, Section 2(b) provides, in relevant part, that "all lanes not expressly listed as Primary Lanes in the table set forth in Section 2(a) shall be deemed 'Secondary Lanes,' and Stonefield shall retain full and unrestricted discretion to tender freight on Secondary Lanes to any carrier of its choosing, without obligation to VTS and without limitation." This provision is unambiguous: any origin-destination pair that is not one of the 14 enumerated Primary Lanes is a Secondary Lane on which no exclusivity obligation exists.
The proper characterization of Lanes 8 through 14 — specifically, whether they are Primary Lanes or Secondary Lanes under Schedule C — is a central question in this litigation. As discussed in our memorandum re Exclusivity Analysis — Schedule C Lanes dated September 30, 2022, our analysis of the lane designations in Schedule C concluded that Lanes 8 through 14 (as referenced in Stonefield's internal numbering system) correspond to Secondary Lanes. The Briarwood production now provides third-party documentary evidence that independently confirms this conclusion.
III. Overview of Briarwood's Production
A. Volume and Scope of Production
Briarwood produced a total of approximately 312 documents, comprising an estimated 1,400 pages of material. The production was received in native electronic format (primarily PDF and Excel files) and has been uploaded to the Pinnacle Forensics document review platform under Project ID: PF-SLG-2022-0914 for coding, indexing, and review.
The documents fall into four principal categories:
(a) Rate Confirmations and Load Tenders: 187 documents consisting of individual load tenders issued by Stonefield to Briarwood and corresponding rate confirmations. Each rate confirmation identifies the shipper (Stonefield), the carrier (Briarwood), the origin city and state, the destination city and state, the pickup date, the delivery date, the agreed rate per mile, the total mileage, and the total line-haul charge. These documents form the core of the production and are the primary basis for the lane-by-lane analysis set forth in Section IV below.
(b) Master Carrier Agreement: A single document, the Master Carrier Agreement between Stonefield Logistics Group Inc. and Briarwood Trucking Co., executed in June 2019. This agreement is discussed further below.
(c) Email Correspondence: Approximately 98 documents consisting of email communications between Briarwood's operations and dispatch personnel and Stonefield's carrier relations team. The majority of these emails were exchanged between Briarwood dispatchers (primarily Kevin Stull and Diane Vereshchuk) and Stonefield personnel (primarily Janet Kirkwood, VP of Carrier Relations, and members of her team, including Rachel Ibanez and Tyler Morton).
(d) Invoices and Payment Records: Approximately 26 documents consisting of invoices submitted by Briarwood to Stonefield for completed loads and corresponding payment remittance records. These documents reflect the financial transactions between the parties and are consistent with the rate confirmations and load tenders.
The temporal scope of the production covers the period from January 2021 through March 2022, which is consistent with the subpoena's specified date range of January 1, 2021 through March 4, 2022 (the date of TSA termination). The production appears to be comprehensive and responsive to the subpoena's requests, and there is no indication that Briarwood withheld or redacted any documents.
B. Key Documents Identified
The following categories of documents from Briarwood's production are of particular significance to the analysis:
Master Carrier Agreement. The Master Carrier Agreement between Stonefield Logistics Group Inc. and Briarwood Trucking Co. was executed in June 2019. It is a standard-form agreement for on-demand truckload transportation capacity, typical of agreements used in the logistics industry between shippers (or third-party logistics providers) and motor carriers. The agreement establishes general terms and conditions governing the provision of trucking services by Briarwood to Stonefield on an as-needed basis, including terms relating to insurance, liability, cargo claims, payment, and indemnification.
Critically, the Master Carrier Agreement does not reference the TSA, VTS, or any VTS-related lanes. It does not contain any exclusivity restrictions, geographic limitations, or lane-specific provisions that would tie its terms to the TSA's Schedule C. The agreement is a general-purpose carrier agreement that applies to all lanes on which Stonefield may, from time to time, request Briarwood capacity. This is significant because it demonstrates that the Stonefield-Briarwood relationship was a conventional, arm's-length carrier engagement, not a strategic diversion of TSA-covered freight.
Rate Confirmations and Load Tenders. The 187 individual load tenders constitute the most probative documents in the production. Each load tender was generated in the ordinary course of Briarwood's and Stonefield's respective businesses and identifies the specific origin and destination city/state pair for each load. The load tenders span the period from January 2021 through March 2022, with a notable concentration in Q4 2021 (October through December 2021), which is the period during which VTS's performance under the TSA deteriorated significantly. The load tenders enable a direct comparison of Briarwood's actual service lanes against the 14 Primary Lanes identified in Schedule C, and this comparison is set forth in detail in Section IV below.
Correspondence. The approximately 98 email communications between Briarwood dispatch and Stonefield's carrier relations team address routine operational matters, including capacity availability on specific lanes, rate negotiations for individual loads, and load assignment logistics. The emails reflect a standard operational carrier relationship. Notably, none of the emails reference the Primary Lanes identified in Schedule C, the TSA itself, or VTS. The correspondence does not suggest any awareness on Briarwood's part of the existence of the TSA or any exclusivity arrangement between Stonefield and VTS, which is consistent with the absence of any overlap between Briarwood's loads and the Primary Lanes.
IV. Lane-by-Lane Analysis
A. Methodology. To determine whether any of Briarwood's loads overlapped with the Primary Lanes designated in Schedule C to the TSA, we conducted a systematic cross-reference analysis using the following methodology:
Step 1: We compiled the origin-destination pair for each of the 187 load tenders produced by Briarwood, recording the origin city and state and the destination city and state for each load. This data was entered into a master spreadsheet, a copy of which is attached hereto as Appendix A.
Step 2: We identified the 14 Primary Lanes designated in Schedule C to the TSA, using the authoritative version of Schedule C attached to the TSA at Exhibit A to the Declaration of Samuel Eklund (Director of Contract Administration, Stonefield) filed on October 14, 2022 (Dkt. No. 34). The 14 Primary Lanes consist of specific city-to-city pairs concentrated in the Northeast, Mid-Atlantic, and Southeast corridors. Each Primary Lane is identified by a unique origin city/state and a unique destination city/state. These 14 Primary Lanes were entered into a reference table, a copy of which is attached hereto as Appendix B.
Step 3: We cross-referenced each of the 187 Briarwood load tender origin-destination pairs against the 14 Primary Lane origin-destination pairs. A "match" was defined as any Briarwood load where both the origin city/state and the destination city/state were identical to a Primary Lane origin-destination pair. We also checked for "partial matches" — i.e., loads where either the origin or the destination (but not both) matched a Primary Lane endpoint — to identify any loads that might arguably fall within the geographic proximity of a Primary Lane.
Step 4: We also cross-referenced the Briarwood load tenders against the lane designations referenced in the September 22, 2021 Kirkwood-to-Medina email, which identified "Lanes 8–14" as the lanes on which volume was being moved to Cascade and Briarwood. We confirmed that the lane numbering used in Stonefield's internal system corresponds to the Secondary Lane classification under Schedule C, Section 2(b).
B. Findings. The results of the lane-by-lane analysis are as follows:
No Overlap with Primary Lanes. Of the 187 load tenders produced by Briarwood, zero (0) correspond to any of the 14 Primary Lanes designated in Schedule C. Not a single Briarwood load shares both an origin and a destination with any Primary Lane. This finding is unambiguous and dispositive of the question whether Briarwood's services encroached on VTS's exclusive territory under the TSA: they did not.
Additionally, our analysis of partial matches yielded no results of concern. While a small number of Briarwood loads originated from or were destined for cities that also appear as endpoints on certain Primary Lanes, in no case did both the origin and the destination of a single Briarwood load match a Primary Lane. This is consistent with the fact that certain major metropolitan areas (such as Charlotte, NC, or Richmond, VA) may appear in both Primary and Secondary Lane configurations due to their status as regional freight hubs. The relevant inquiry under Schedule C is whether the specific origin-destination pair matches a Primary Lane — and in every instance, it does not.
All Loads Correspond to Secondary Lanes. All 187 load tenders correspond to origin-destination pairs that fall within Lanes 8 through 14 as referenced in Stonefield's internal lane numbering system. Under Schedule C, Section 2(b), these lanes are classified as "Secondary Lanes" on which Stonefield retains full and unrestricted discretion to use any carrier. A complete listing of each load tender, its origin-destination pair, and its classification as a Secondary Lane is set forth in Appendix A.
Geographic Concentration. The geographic concentration of Briarwood loads was primarily within the Mid-Atlantic corridor, with origin and destination points located in Virginia, Maryland, North Carolina, and Pennsylvania. This is consistent with Briarwood's regional operating footprint as a Virginia-based trucking company with a fleet principally deployed in the Mid-Atlantic region. The geographic distribution of Briarwood's loads further demonstrates that Stonefield engaged Briarwood for capacity on regional lanes that fell outside the Primary Lane network, which is concentrated in longer-haul Northeast-to-Southeast corridors.
Volume Increase in Q4 2021. The volume of Briarwood loads increased markedly beginning in Q4 2021 (October through December 2021). Of the 187 total load tenders spanning the full January 2021 through March 2022 period, approximately 112 load tenders — roughly 60% of the total — were issued during Q4 2021 alone. This increase correlates directly with the period during which VTS's performance under the TSA deteriorated significantly. Specifically:
• VTS's tender acceptance rate on the Stonefield account dropped to approximately 71.4% during Q4 2021, well below the 90% minimum required by the SLOs.
• VTS's equipment availability fell to approximately 62% of committed fleet capacity during the same period, with approximately 248 tractors available versus the 400 tractors required under the TSA. This represents a shortfall of approximately 152 tractors.
• The deterioration in VTS's performance was not disputed. VTS's own Q4 2021 Performance Report, produced in discovery (VHC-006293), acknowledged the decline in tender acceptance and equipment availability on the Stonefield account.
• The internal Vantor email from Petru Milescu (Chief Operating Officer, VTS) to Andrei Vantorovich (CEO, Vantor Holdings) dated November 12, 2021 (Bates No. VHC-008417), produced in discovery by Vantor, confirmed that VTS had "pulled 85 tractors off the SLG dedicated lanes" and redeployed them to the Northwind Distribution Co. account, which VTS had recently onboarded as a new customer.
The correlation between VTS's performance failures and the spike in Briarwood usage is significant. It demonstrates that Stonefield's engagement of Briarwood was a direct operational response to VTS's inability — or unwillingness — to meet its contractual commitments, rather than a premeditated effort to divert freight away from VTS. When VTS stopped accepting tenders and reduced its available fleet, Stonefield was compelled to source alternative carrier capacity to maintain its supply chain operations, and it did so exclusively on Secondary Lanes where it had every contractual right to engage alternative carriers.
C. Revenue and Volume Summary
The financial data reflected in Briarwood's invoices and rate confirmations confirms the following:
• Total Revenue: The total revenue generated by Briarwood from loads tendered by Stonefield during the subpoena period (January 2021 through March 2022) was approximately $4.1 million.
• Q4 2021 Concentration: Approximately $2.3 million of the total revenue — more than 56% — was attributable to Q4 2021 alone. This concentration is consistent with the sharp increase in load tenders during the period of VTS's performance deterioration, as discussed above.
• No Primary Lane Revenue: All revenue generated by Briarwood from Stonefield loads during the subpoena period corresponds to Secondary Lanes. No revenue was generated from loads on any of the 14 Primary Lanes.
A detailed breakdown of revenue and volume by quarter and by lane is set forth in the appendices. The revenue data, in conjunction with the lane analysis, provides a comprehensive financial picture demonstrating that Stonefield's expenditure on Briarwood services was entirely within the scope of its contractual rights under Schedule C, Section 2(b).
V. Comparison with Cascade Freight Systems Subpoena Response
The Cascade Freight Systems Inc. subpoena response, analyzed in a separate memorandum dated August 1, 2023 and addressed to the same distribution list, yielded materially identical conclusions. Cascade Freight Systems Inc. is an Ohio corporation headquartered at 4700 Lakehurst Court, Columbus, OH 43016. Like Briarwood, Cascade was served with a Subpoena Duces Tecum seeking documents relating to its carrier relationship with Stonefield during the January 2021 through March 2022 period. Cascade produced responsive documents in July 2023.
The key parallels between the Cascade and Briarwood productions are as follows:
• Lane Overlap: Cascade's production confirmed that Stonefield's use of Cascade was limited to Lanes 8 through 14 (Secondary Lanes), consistent with the Briarwood production. Cascade's load tenders, like Briarwood's, showed zero overlap with any of the 14 Primary Lanes designated in Schedule C.
• Operational Pattern: Both the Cascade and Briarwood productions reflect the same operational pattern: Stonefield engaged these carriers on Secondary Lanes to supplement capacity shortfalls caused by VTS's declining performance, with usage increasing sharply in Q4 2021.
• No Awareness of TSA or VTS: Neither Cascade's nor Briarwood's communications with Stonefield reference the TSA, VTS, or the Primary Lanes. Both carrier relationships appear to have been managed as standard, arm's-length engagements without any connection to the TSA's exclusivity framework.
Taken together, the Cascade and Briarwood productions demonstrate a consistent and coherent pattern: Stonefield used alternative carriers exclusively on Secondary Lanes where it retained full contractual discretion to do so. This pattern is directly and powerfully at odds with Vantor's allegation in the Amended Complaint (at ¶¶ 47–53) that Stonefield engaged in a systematic scheme to divert freight to competing carriers in violation of Schedule C's exclusivity provisions. The evidence from both third-party carriers points uniformly in the opposite direction — Stonefield respected the exclusivity boundary between Primary and Secondary Lanes, and its use of alternative carriers was limited to the latter category.
The combined Cascade and Briarwood data should be presented together in any summary judgment briefing to maximize the persuasive impact. A consolidated lane analysis chart comparing the combined Cascade-Briarwood load data against the 14 Primary Lanes is recommended as a demonstrative exhibit, as discussed further in Section VIII below.
VI. Implications for Stonefield's Defense
A. Exclusivity Defense
Briarwood's production provides strong documentary support for the central pillar of Stonefield's defense: that its use of Cascade and Briarwood did not violate the TSA's exclusivity provisions because that usage was confined entirely to Secondary Lanes. The strength of this evidence lies in its source — Briarwood is a third-party carrier with no stake in this litigation, and its records were generated in the ordinary course of its business, independent of any litigation considerations. These are not self-serving declarations by Stonefield; they are contemporaneous business records from a neutral third party that independently confirm Stonefield's account of events.
The exclusivity defense is further supported by the deposition testimony of Janet Kirkwood (VP, Carrier Relations, Stonefield), given on July 14, 2023. At her deposition, Ms. Kirkwood testified under oath as follows:
"We were very careful about which lanes we used Briarwood and Cascade on. We knew we had the exclusivity commitment to VTS on the Primary Lanes. The loads we moved to Briarwood and Cascade were all on our Secondary Lanes — Lanes 8 through 14 in our internal system. Those are lanes where we always had the right to use whoever we wanted. We only went to alternative carriers because VTS was rejecting our tenders and didn't have enough trucks."
(Kirkwood Dep. Tr. 147:8–18, July 14, 2023.)
Ms. Kirkwood's testimony is now corroborated by the documentary record produced by Briarwood. The consistency between Stonefield's internal characterization of the lanes at issue (as reflected in the Kirkwood-Medina email and Kirkwood's deposition testimony) and the actual lane data in Briarwood's load tenders significantly enhances the credibility and persuasive force of Stonefield's exclusivity defense.
Additionally, the memorandum re Exclusivity Analysis — Schedule C Lanes, dated September 30, 2022, previously concluded — based on a textual analysis of Schedule C — that Lanes 8 through 14 are Secondary Lanes. The Briarwood production now provides independent, third-party documentary confirmation of that legal analysis. Where our initial conclusion was based on contract interpretation, we now have empirical evidence from the carrier itself showing that the actual loads on those lanes fall outside the Primary Lane network. This convergence of contract interpretation, deposition testimony, and third-party documentary evidence creates a powerful evidentiary foundation for summary judgment on the exclusivity issue.
B. Relevance to "Pretextual Termination" Allegation
Vantor has alleged, both in its Amended Complaint (at ¶¶ 62–68) and through its expert, Dr. Marcus Tilford of Georgetown Economic Advisory Group, that Stonefield's termination of the TSA on March 4, 2022 was pretextual. According to Vantor, Stonefield manufactured a pretext for termination — citing VTS's alleged performance failures — in order to enable Stonefield to shift freight to lower-cost carriers and thereby avoid the scheduled April 2022 rate adjustment under the TSA. The April 2022 rate adjustment would have increased VTS's weighted average rate by 14.3%, from $2.87 per mile to $3.28 per mile, adding approximately $6.2 million in annualized transportation costs to Stonefield's operations.
The Briarwood production undercuts the pretextual termination allegation in two important respects:
First, the rate data reflected in Briarwood's rate confirmations demonstrates that Briarwood's rates were not lower than VTS's contractual rates. To the contrary, Briarwood's spot rates on the lanes it serviced for Stonefield averaged approximately $3.05 per mile during Q4 2021, compared to VTS's weighted average contractual rate of $2.87 per mile under the TSA during the same period. In other words, Stonefield was paying Briarwood approximately 6.3% more per mile than it was contractually obligated to pay VTS for comparable lanes. This data directly contradicts the proposition that Stonefield engaged Briarwood as part of a cost-reduction strategy. If Stonefield's goal had been to reduce transportation costs by shifting freight away from VTS, it would not have engaged a carrier charging higher rates. The rate differential strongly suggests that Stonefield's use of Briarwood was motivated by operational necessity — the need to move freight when VTS was unable to accept tenders — rather than by a desire to reduce costs.
A detailed comparison of Briarwood spot rates versus VTS contractual rates on comparable lanes during Q4 2021 is set forth in Appendix E.
Second, the volume shifted to Briarwood was exclusively on Secondary Lanes where Stonefield had no exclusivity obligation to VTS. This further undermines the pretextual termination theory because, if Stonefield's objective had been to redirect VTS's freight to cheaper alternatives, one would expect to see diversion on Primary Lanes — the high-volume, high-value lanes where VTS had exclusivity and where cost savings would be most significant. The absence of any Briarwood loads on Primary Lanes is inconsistent with a strategic diversion scheme and instead suggests operational necessity: Stonefield needed trucks on Secondary Lanes where VTS was failing to provide capacity, and Briarwood was available.
C. Corroboration of "For Cause" Termination
The timing correlation between VTS's Service Level Obligation failures in Q4 2021 and the marked increase in Briarwood usage during the same period provides strong circumstantial support for Stonefield's narrative that it turned to Briarwood because VTS was failing to perform — not as part of a preconceived plan to exit the TSA.
This temporal correlation is relevant to Stonefield's primary defense on the termination claim: that the termination of the TSA on March 4, 2022 was a valid termination "for Cause" under Section 13.1(a) of the TSA. Section 13.1(a) provides that either party may terminate the TSA upon 30 days' written notice if the other party commits a material breach and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Stonefield issued a Cure Notice to VTS on January 18, 2022, identifying specific material breaches, including VTS's failure to maintain the required tender acceptance rates and equipment availability. The 30-day cure period expired on February 17, 2022, and VTS failed to cure any of the identified breaches within that period. Stonefield subsequently terminated the TSA on March 4, 2022, effective immediately.
The Briarwood production reinforces the "for Cause" termination defense by providing contemporaneous evidence that VTS's performance failures were real and had tangible operational consequences for Stonefield. The fact that Stonefield was forced to engage Briarwood at higher rates to cover capacity shortfalls caused by VTS's failures demonstrates that VTS's breaches were material and caused actual harm, satisfying the prerequisites for termination under Section 13.1(a).
D. Relevance to First-to-Breach Doctrine
Finally, the Briarwood production provides additional documentary context for Stonefield's alternative defense under New York's first-to-breach (or prior material breach) doctrine. Under New York law, a party's material breach of a contract excuses the other party's subsequent performance obligations. See, e.g., Ashgrove & Co. v. Camberwell Industries, 500 F.3d 171, 186 (2d Cir. 2007). Stonefield has asserted that VTS committed the first material breach of the TSA by unilaterally reducing its fleet capacity — specifically, by pulling 85 tractors from the Stonefield dedicated lanes and redeploying them to the Northwind Distribution Co. account in October 2021 — without notice to or consent from Stonefield. This redeployment reduced VTS's available fleet from approximately 400 tractors (the committed level under the TSA) to approximately 315 tractors, a reduction of more than 21%.
The unilateral fleet reduction is confirmed by the Milescu-to-Vantorovich email of November 12, 2021 (VHC-008417) and is expected to be further confirmed by the deposition of Petru Milescu (COO, VTS), which was taken on August 4, 2023 (a separate analysis of the Milescu deposition is forthcoming). VTS's decision to reduce capacity without notice to Stonefield constituted the first material breach of the TSA, as it directly caused VTS to fall below the minimum equipment availability threshold (85% of committed fleet) and contributed to the decline in tender acceptance rates.
The Briarwood production is relevant to this first-to-breach argument because it demonstrates the causal link between VTS's fleet reduction and Stonefield's need to engage alternative carriers. When VTS pulled 85 tractors off the Stonefield account, Stonefield was left with insufficient carrier capacity on its Secondary Lanes and was compelled to engage Briarwood and Cascade to fill the gap. The fact that Briarwood usage spiked precisely when VTS's fleet reduction took effect provides strong circumstantial evidence of this causal chain. VTS's prior material breach excuses any subsequent alleged breach by Stonefield — including, if applicable, any arguable deviation from the TSA's terms — under the first-to-breach doctrine.
VII. Evidentiary Considerations
The admissibility and evidentiary weight of Briarwood's documents merit attention in connection with summary judgment planning and trial preparation. The following considerations are relevant:
Admissibility Under Federal Rule of Evidence 803(6). Briarwood's rate confirmations, load tenders, invoices, and internal records are third-party business records that are likely admissible under Federal Rule of Evidence 803(6) (records of a regularly conducted activity). Rule 803(6) provides an exception to the hearsay rule for records made at or near the time of the event recorded, by or from information transmitted by a person with knowledge, kept in the course of a regularly conducted business activity, where the making of the record was a regular practice of that activity. Briarwood's load tenders and rate confirmations satisfy each of these elements: they were generated contemporaneously with the transportation events they document, they were prepared by Briarwood's operations personnel with firsthand knowledge of the loads, they were maintained in the ordinary course of Briarwood's trucking business, and the creation of such records is a regular practice in the motor carrier industry.
Appropriate foundation for these records can be laid through a certification under Federal Rule of Evidence 902(11), which permits authentication of business records by written declaration without the need for live testimony from a records custodian. Alternatively, if testimony is required, a Briarwood records custodian could provide foundation at trial or via deposition.
Probative Value. The rate confirmations and load tenders are particularly probative because they were generated in the ordinary course of Briarwood's business, independent of this litigation. Unlike deposition testimony or party-generated documents, which may be viewed with some skepticism as potentially self-serving, Briarwood's records were created for a purely business purpose — to document the carrier-shipper transactions — without any awareness of or connection to the present dispute. This independence enhances the credibility and persuasive weight of the records.
Summary Judgment Exhibits. We recommend designating key Briarwood documents as exhibits for any summary judgment motion, particularly the lane-specific load tenders demonstrating exclusive Secondary Lane usage. A representative sample of load tenders — selected to illustrate the geographic distribution and temporal pattern of Briarwood's services — should be attached as exhibits to a supporting declaration. The full set of 187 load tenders should be lodged with the Court or made available as part of the summary judgment record.
Coordination with Cascade Production and Kirkwood Testimony. For maximum persuasive impact at summary judgment, Briarwood's production should be presented in conjunction with the Cascade Freight Systems production and Ms. Kirkwood's deposition testimony. Together, these three sources of evidence — two independent third-party carriers' business records and the testimony of Stonefield's own carrier relations executive — create a mutually reinforcing evidentiary package. The three sources independently confirm the same facts: Stonefield's use of alternative carriers was limited to Secondary Lanes and was driven by VTS's performance failures. This convergence of evidence from multiple independent sources is compelling and will be difficult for Vantor to rebut.
VIII. Recommendations
Based on the foregoing analysis, the following recommendations are made:
1. Summary Judgment Roadmap Memorandum. Flag key Briarwood documents for inclusion in the summary judgment roadmap memorandum currently in preparation, with a target date of September 15, 2023. Specifically, the Briarwood load tenders and rate confirmations should be incorporated into the exclusivity defense section of the roadmap, alongside the corresponding Cascade materials and Kirkwood deposition excerpts. The Briarwood rate data should also be incorporated into the section addressing the pretextual termination allegation, to demonstrate that Briarwood's rates were at or above VTS's contractual rates.
2. Consolidated Lane Analysis Chart. Prepare a consolidated lane analysis chart combining the Cascade and Briarwood load data against the 14 Primary Lanes for use as a demonstrative exhibit at summary judgment or trial. The chart should present a clear, visual comparison showing each of the 14 Primary Lanes in one column and the combined Cascade-Briarwood load origins/destinations in another, demonstrating zero overlap. This chart should be prepared in a format suitable for inclusion as an exhibit to a declaration or as a demonstrative aid for oral argument.
3. Briarwood Depositions. Consider whether any Briarwood personnel need to be deposed. Our initial assessment is that the documents produced by Briarwood are self-explanatory and that a deposition of Briarwood personnel is likely unnecessary. The load tenders speak for themselves as to lane, volume, and rate, and Briarwood's correspondence does not raise any issues that require testimonial clarification. However, this assessment should be flagged for further evaluation if the case resumes from its current dormancy or if Vantor challenges the authenticity or completeness of Briarwood's production. In the event a deposition becomes advisable, the most appropriate witness would be a Briarwood operations manager with knowledge of the company's relationship with Stonefield and its recordkeeping practices.
4. Document Coding and Indexing. Ensure that all 312 Briarwood documents are fully coded and indexed on the Pinnacle Forensics platform (Project ID: PF-SLG-2022-0914). Each document should be cross-referenced in the key document index maintained by David Moretti and Kara Nystrom. Priority coding should be assigned to the 187 load tenders and the Master Carrier Agreement. The email correspondence should be reviewed for any additional factual details that may be relevant to deposition preparation or expert report supplementation.
5. Expert Report Supplementation. Provide copies of this analysis and the August 1, 2023 Cascade analysis to Dr. Evelyn Rosser at Kensington Analytics Group LLC. Dr. Rosser is preparing a rebuttal expert report, which was served on August 25, 2023, addressing the economic and operational aspects of the exclusivity dispute. To the extent her rebuttal report requires supplementation regarding the exclusivity issue — particularly in response to Dr. Tilford's opinions on freight diversion — the Briarwood and Cascade lane data should be made available to her. Dr. Rosser's analysis may benefit from the rate comparison data (Briarwood spot rates vs. VTS contractual rates), which could be used to rebut Dr. Tilford's cost-savings thesis.
IX. Appendix — Referenced Materials
The following appendices are referenced in this memorandum and are attached hereto or available on the Pinnacle Forensics platform:
Appendix A: Table listing all 187 Briarwood load tenders, with the following fields for each load: (1) Load Tender Number; (2) Date of Tender; (3) Origin City and State; (4) Destination City and State; (5) Rate Per Mile; (6) Total Mileage; (7) Total Line-Haul Charge; and (8) Classification as Secondary Lane under Schedule C, Section 2(b). [See attached spreadsheet.]
Appendix B: Cross-reference table of the 14 Primary Lanes (as designated in Schedule C to the TSA) versus all Briarwood load origins and destinations. The table demonstrates zero overlap between any Briarwood load and any Primary Lane. [See attached chart.]
Appendix C: Copy of the Briarwood Master Carrier Agreement between Stonefield Logistics Group Inc. and Briarwood Trucking Co., executed June 2019. [See attached agreement.]
Appendix D: Timeline of VTS performance deterioration during Q4 2021, correlated with the increase in Briarwood load tenders during the same period. The timeline includes key dates, SLO metrics (tender acceptance rate and equipment availability), and corresponding Briarwood load tender volume by month. [See attached timeline.]
Appendix E: Comparison chart of Briarwood spot rates versus VTS contractual rates on comparable lanes during Q4 2021. The chart presents a lane-by-lane comparison of Briarwood's actual per-mile rates (as reflected in the rate confirmations) against VTS's weighted average contractual rate of $2.87 per mile under the TSA. [See attached chart.]
This memorandum was prepared by Simone Laroche. Please direct any questions or comments to the undersigned or to Patrick Gallagher.
Simone Laroche Working Associate, Litigation (General) Calderwood & Harkness LLP
Telephone: (212) 555-0147
Email: s.laroche@calderwoodharkness.com

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MATTER NO.: 1012-00005

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