1012-00005 · Stonefield Logistics Group · Discovery/Analysis

discovery-dispute-letter-brief.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166 Tel: (212) 506-7200

Fax: (212) 506-7201

June 5, 2023

VIA ECF

Hon. Margaret T. Calloway United States District Judge United States District Court for the Southern District of New York Daniel Patrick Moynihan United States Courthouse 500 Pearl Street New York, New York 10007

Re: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.) — Defendant's Letter Brief Requesting Court Intervention Regarding Plaintiff's Deficient discovery Responses

Dear Judge Calloway:

I. Introduction

The undersigned writes on behalf of defendant Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), pursuant to the Court's Individual Practices and the Case Management Order entered on February 17, 2023, to respectfully request the Court's intervention regarding Plaintiff Vantor Holdings Corp.'s ("Vantor") refusal to produce documents responsive to Defendant's Second Request for Production of Documents, which was served on Vantor on May 5, 2023. In particular, Stonefield seeks the Court's assistance in compelling the production of fleet redeployment records and related internal communications from the third and fourth quarters of 2021 — a period directly coinciding with the events giving rise to this litigation — which Vantor has refused to produce in their entirety, without any meaningful justification.

Before filing this letter brief, the parties engaged in good-faith meet-and-confer efforts as required under Federal Rule of Civil Procedure 37(a)(1) and Local Civil Rule 37.2 of the Southern District of New York. On May 30, 2023, the undersigned sent a detailed meet-and-confer letter to Vantor's counsel, Jason Whitford of Caldwell Royce & Shapiro LLP, identifying the deficiencies in Vantor's discovery responses, explaining the relevance of the requested materials, and requesting that Vantor supplement its responses and produce all responsive documents. Mr. Whitford responded on June 2, 2023, maintaining Vantor's objections in full and declining to supplement or produce any documents responsive to the requests at issue. The parties have thus reached an impasse, and the meet-and-confer obligations imposed by the Federal Rules and Local Rules have been exhausted.

The documents at issue are not peripheral or tangential. They are directly relevant to the central issues in this case, including: (1) whether Vantor Transport Services LLC ("VTS") committed a material breach of the Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Ref. No. SLG-VTS-2019-0315); (2) whether Stonefield's termination of the TSA was valid for Cause under Section 13.1(a) of the TSA; (3) whether VTS committed the first material breach by unilaterally stripping dedicated fleet capacity from Stonefield's account; and (4) whether Vantor failed to mitigate its claimed damages, which Vantor has alleged to total approximately $95.4 million. As set forth more fully below, Vantor's blanket objections are meritless, and the Court should order the immediate production of the requested materials.

II. Background

A. The TSA and Termination

Stonefield and VTS entered into the TSA, effective April 1, 2019, a five-year agreement under which VTS committed to provide dedicated and on-demand truckload transportation services across specified lanes in the Northeast, Mid-Atlantic, and Southeast corridors. The TSA represented a substantial commercial arrangement between the parties: VTS committed to maintaining a minimum fleet capacity of 400 tractors and 1,200 trailers available for Stonefield freight, and the Annual Committed Volume ("ACV") under the agreement was $43.2 million.

As a condition of the TSA, VTS agreed to comply with certain Service Level Obligations ("SLOs") that were set forth in Schedule B to the agreement. These SLOs established minimum performance thresholds across multiple operational metrics, including: (i) an on-time pickup rate of no less than 95%; (ii) an on-time delivery rate of no less than 93%; (iii) a tender acceptance rate of no less than 90%; (iv) equipment availability compliance of no less than 85% of committed fleet capacity; and (v) a cargo claims ratio of no more than 0.5% of gross revenue. These SLOs were not aspirational targets; they were binding contractual obligations, and failure to meet them for any consecutive 60-day period constituted a material breach under Section 13.1(a) of the TSA, entitling Stonefield to issue a Cure Notice and, upon failure to cure, to terminate the agreement for Cause.

During the fourth quarter of 2021, VTS's performance deteriorated dramatically and fell far below every applicable SLO threshold. Specifically: the on-time pickup rate dropped to 78.2% (versus the 95% requirement); the on-time delivery rate fell to 81.6% (versus the 93% requirement); the tender acceptance rate plummeted to 71.4% (versus the 90% requirement); equipment availability fell to approximately 62% of the committed fleet, meaning only approximately 248 tractors were available for Stonefield freight as against the 400 required; and sixteen cargo claims totaling $387,400 were filed, yielding a claims ratio of approximately 1.07% (versus the 0.5% maximum).

On January 18, 2022, Stonefield's Director of Contract Compliance, Raymond Hess, delivered a formal written Cure Notice to VTS's Chief Operating Officer, Sandra Milescu, identifying these material breaches with reasonable particularity as required by TSA Section 13.2. The Cure Notice enumerated each SLO deficiency, cited the applicable contractual provision, and provided VTS with the thirty-day cure period mandated by the agreement. VTS failed to cure any of the identified deficiencies within the thirty-day cure period, which expired on February 17, 2022. On March 4, 2022, Stonefield's General Counsel, Tobias Wren, issued a termination letter to VTS, effective immediately, pursuant to Section 13.1(a) of the TSA.

B. Vantor's Claims and Stonefield's Defenses

Vantor filed the instant action on August 12, 2022, and subsequently filed an Amended Complaint on December 2, 2022. In its Amended Complaint, Vantor asserts claims for breach of contract and seeks approximately $95.4 million in total damages. This damages figure is comprised of several components: $67.23 million in liquidated damages under TSA Section 14.2 (calculated as 75% of the $43.2 million ACV multiplied by the approximately 2.07 remaining contract years); $18.7 million in lost profits allegedly attributable to the premature termination; and additional claims for stranded assets ($5.2 million), workforce reduction costs ($2.87 million, representing severance for approximately 180 drivers and support staff), and purported mitigation costs ($1.4 million).

Vantor's theory of the case is that Stonefield's termination of the TSA was pretextual. Vantor alleges that VTS's performance failures were not self-inflicted but were instead caused by Stonefield's own failure to tender the ACV of $43.2 million and by Stonefield's alleged diversion of freight to competing carriers during the relevant period. According to Vantor, Stonefield engineered the conditions that led to VTS's performance decline and then exploited those conditions as a pretext to terminate the agreement.

Stonefield denies these allegations in their entirety. Stonefield maintains that VTS's performance failures were material, sustained, and uncured; that Stonefield's invocation of the force majeure provision under Section 12.1 for COVID-19 impacts during the period of April through September 2020 properly adjusted the Contract Year 2 ACV; and that VTS committed the first material breach by unilaterally reducing fleet capacity allocated to the Stonefield account — a fact that the disputed discovery at issue in this letter brief will further establish. Stonefield filed its Answer, Affirmative Defenses, and Counterclaim for Declaratory Judgment on January 13, 2023.

C. Defendant's Second Request for Production

On May 5, 2023, Stonefield served its Second Request for Production of Documents on Vantor, containing twelve targeted requests directed at specific categories of documents relevant to the claims and defenses in this action. Of these twelve requests, the five at issue in this letter brief are Request for Production ("RFP") Nos. 1 through 5, which seek the following:

RFP No. 1: All documents relating to VTS's fleet redeployment or reassignment decisions from July 1, 2021 through March 31, 2022, including but not limited to records of tractors and trailers removed from or reassigned away from Stonefield dedicated lanes.

RFP No. 2: All communications between Sandra Milescu and Nikolai Vantorovich from July 1, 2021 through March 31, 2022, relating to VTS's fleet capacity allocation for the Stonefield account.

RFP No. 3: All contracts, agreements, or service arrangements between VTS and any shipper or broker to whom VTS redirected fleet assets that were previously dedicated to the Stonefield account during the period from Q3 2021 through Q1 2022.

RFP No. 4: All internal VTS reports, memoranda, or analyses regarding fleet utilization rates and capacity allocation among VTS customer accounts from July 1, 2021 through March 31, 2022.

RFP No. 5: All VTS driver termination, layoff, or reassignment records from January 1, 2022 through December 31, 2022, including severance documentation.

Each of these requests is narrowly targeted to a defined time period and seeks specific categories of documents directly relevant to the claims and defenses at issue in this litigation.

D. Vantor's Objections

On June 2, 2023, Vantor served its responses and objections to Defendant's Second Request for Production of Documents. With respect to RFP Nos. 1 through 5, Vantor objected on the grounds that the requests are (i) overbroad, (ii) unduly burdensome, (iii) seek proprietary business information unrelated to the claims asserted in this action, and (iv) are not proportional to the needs of the case under Federal Rule of Civil Procedure 26(b)(1). Vantor produced no documents responsive to any of these five requests.

In correspondence, Vantor's counsel, Mr. Whitford, has further articulated Vantor's position that VTS's internal fleet management decisions are "irrelevant to Vantor's breach of contract claim" and that the requests improperly seek to "intrude on Vantor's confidential business operations with third parties." This position, as detailed below, is unsupportable in light of the issues actually in dispute in this case and is contradicted by documentary evidence already produced by Vantor in its initial document production.

E. Meet-and-Confer Efforts

The parties have attempted in good faith to resolve this dispute without Court intervention, as required. On May 30, 2023, the undersigned sent a detailed meet-and-confer letter to Mr. Whitford identifying the specific deficiencies in Vantor's discovery responses and demanding supplemental responses to Defendant's First Set of Interrogatories, Nos. 9, 14, and 18, as well as production of documents responsive to Second RFP Nos. 1 through 5. The letter set forth in detail the relevance of the requested materials to the claims and defenses at issue, cited the applicable legal standards, and offered to confer by telephone or videoconference at Mr. Whitford's convenience to discuss any remaining concerns.

Mr. Whitford responded by letter on June 2, 2023, maintaining all of Vantor's objections without alteration and declining to supplement any of the challenged responses. Mr. Whitford's response did not engage with the substance of the undersigned's relevance arguments and did not offer any compromise or alternative proposal for narrowing the scope of the disputed requests. The parties have reached an impasse, and good-faith meet-and-confer obligations under the Federal Rules and Local Rules have been fully satisfied.

III. Legal Standard

Under Federal Rule of Civil Procedure 26(b)(1), parties may obtain discovery regarding any nonprivileged matter that is relevant to any party's claim or defense and that is proportional to the needs of the case. In assessing proportionality, the Rule directs the Court to consider the importance of the issues at stake in the action, the amount in controversy, the parties' relative access to relevant information, the parties' resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit. Fed. R. Civ. P. 26(b)(1).

Under Federal Rule of Civil Procedure 37(a)(3)(B), a party may move for an order compelling disclosure or discovery if another party fails to produce documents or tangible things as requested under Rule 34. The moving party must certify that it has in good faith conferred or attempted to confer with the party failing to make disclosure or discovery in an effort to obtain the information without court action. Fed. R. Civ. P. 37(a)(1).

Courts in the Southern District of New York have consistently held that the scope of relevance for discovery purposes is broadly construed. See Condit v. Dunne, 225 F.R.D. 100, 105 (S.D.N.Y. 2004) ("The concept of relevance under Rule 26(b)(1) is broader than the concept of relevance under Rule 401 of the Federal Rules of Evidence."); Daval Steel Prods. v. M/V Fakredine, 951 F.2d 1357, 1367 (2d Cir. 1991). The party resisting discovery bears the burden of demonstrating that the requested materials are not relevant or that the discovery sought is disproportionate to the needs of the case. See Ridgeway Life Insurance of N.Y., 284 F.R.D. 132, 135 (S.D.N.Y. 2012). Conclusory or boilerplate objections are insufficient to satisfy this burden. See Mancia v. Mayflower Textile Servs. Co., 253 F.R.D. 354, 358 (D. Md. 2008) (noting that "[b]oilerplate objections are tantamount to not making any objection at all").

IV. Argument

A. The Fleet Redeployment Records Are Directly Relevant to Material Breach and Termination for Cause

The central factual issue in this case is whether VTS's performance failures in Q4 2021 constituted a material breach of the TSA and whether those failures remained uncured at the time Stonefield issued its termination letter on March 4, 2022. Vantor's principal defense to these claims is that VTS's service deficiencies were not self-inflicted but were instead caused by Stonefield's alleged volume shortfalls and freight diversion to competing carriers. In other words, Vantor contends that Stonefield's own conduct excused VTS's performance and rendered the termination wrongful.

The fleet redeployment records sought in RFP Nos. 1 through 4 go directly to the heart of this dispute. These records will reveal whether VTS unilaterally withdrew equipment — tractors and trailers — from Stonefield's dedicated lanes, and if so, when those withdrawals occurred, in what quantities, and for what purpose. If VTS itself chose to strip capacity from the Stonefield account and redeploy those assets to serve other, presumably more profitable, customers, then VTS's argument that Stonefield caused the performance decline is fatally undermined.

Stonefield is not speculating about the existence or relevance of these fleet redeployment decisions. In fact, Stonefield has already obtained — from Vantor's own initial document production — a November 12, 2021 email from Sandra Milescu, the Chief Operating Officer of VTS, to Nikolai Vantorovich, the Chief Executive Officer of Vantor, bearing Bates number VHC-008417, which states in relevant part:

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

This document is extraordinary in its implications. It directly contradicts Vantor's claim that VTS's equipment shortfall — equipment availability of only 62% of the committed fleet, representing approximately 248 tractors available against the 400 required — was caused by Stonefield's own conduct. Instead, this email reveals that VTS's senior management made a deliberate, strategic decision to remove 85 tractors from Stonefield's dedicated fleet and redeploy them to serve commitments for an unidentified third party. Moreover, Ms. Milescu's statement that "SLG won't notice until January" demonstrates a consciousness that VTS's redeployment decision would adversely affect Stonefield's service and an intent to conceal the redeployment for as long as possible.

The fleet redeployment records will provide the Court and the parties with the full picture of VTS's deliberate fleet management decisions. Specifically, these documents will: (1) establish the complete timeline and scope of VTS's unilateral fleet reduction on the Stonefield account, beyond the 85 tractors referenced in the Milescu email; (2) identify the third-party accounts — such as the redacted entity referenced in Ms. Milescu's November 12, 2021 email — to which VTS diverted dedicated equipment that was contractually committed to Stonefield; (3) demonstrate whether VTS's fleet reductions preceded or followed any alleged volume shortfalls by Stonefield, thereby establishing which party committed the first material breach; and (4) reveal the full extent of VTS's internal decision-making regarding the allocation of fleet capacity among its customer accounts.

These documents are critical to Stonefield's affirmative defense that VTS committed the first material breach of the TSA by unilaterally reducing fleet capacity allocated to the Stonefield account as early as October 2021 — before any of Stonefield's alleged volume shortfalls and well before the termination of the TSA. If VTS chose to divert its fleet to other customers for its own economic advantage, VTS cannot credibly contend that its failure to meet the SLOs was Stonefield's fault. The fleet redeployment records are also directly relevant to Stonefield's counterclaim for declaratory judgment that the termination was valid for Cause under Section 13.1(a) of the TSA.

B. The Disputed Documents Are Directly Relevant to Vantor's Mitigation Obligations

Vantor's damages claim of approximately $95.4 million includes, among other components, $2.87 million in workforce reduction costs — representing severance payments for approximately 180 drivers and support staff — and $5.2 million in stranded asset costs for dedicated equipment that Vantor alleges became idle as a result of the TSA's termination.

If, as the Milescu email suggests, VTS had already redeployed at least 85 tractors from the Stonefield account to other customers' accounts before the termination, then a substantial portion of Vantor's fleet was not in fact "stranded" by the termination at all. Rather, that equipment was already deployed elsewhere and generating revenue for VTS. Vantor cannot claim stranded asset damages for equipment that it had already redirected to serve other paying customers. The fleet redeployment records and third-party contracts (RFP Nos. 1, 3, and 4) will establish the precise scope of VTS's pre-termination fleet redeployment and, in turn, the extent to which Vantor's stranded asset claim is inflated or fabricated.

Similarly, the driver termination, layoff, and reassignment records sought in RFP No. 5 will reveal whether Vantor actually incurred the $2.87 million in severance costs it claims, or whether VTS in fact retained drivers who had been operating the reassigned fleet capacity and simply redeployed them to continue serving the same third-party accounts to which VTS had already redirected equipment. If drivers were not terminated but were instead reassigned, Vantor's workforce reduction damages claim is materially overstated.

Under New York law, which governs the TSA pursuant to Section 17.3, a plaintiff has an affirmative duty to mitigate damages and cannot recover losses that could have been avoided through the exercise of reasonable effort. See LNC Invs., Inc. v. First Fid. Bank, N.A., 173 F.3d 454, 465 (2d Cir. 1999); Wilmot v. State, 32 N.Y.2d 164, 168–69 (1973). The fleet redeployment records and third-party contracts (RFP Nos. 1, 3, and 4) will reveal whether VTS could have — and in fact already did — redirect fleet capacity to replacement customers, thereby substantially undercutting Vantor's claims of $18.7 million in lost profits and $1.4 million in purported mitigation costs.

These documents also bear directly on the opinions offered in the expert report of Dr. Philip Trask of Trask Greystone & Associates, which was served on Stonefield on May 15, 2023. Dr. Trask's report opines that Vantor suffered $95.4 million in damages resulting from the TSA's termination. However, Dr. Trask's analysis assumes, without any meaningful examination, that VTS made no pre-termination fleet redeployments and that the full complement of 400 tractors and 1,200 trailers was dedicated to the Stonefield account at the time of termination. This assumption is contradicted by VTS's own internal communications, and the fleet redeployment records are necessary for Stonefield's experts to evaluate and rebut Dr. Trask's opinions. Stonefield's expert rebuttal deadline is August 11, 2023, and the continued withholding of these documents prejudices Stonefield's ability to prepare an adequate rebuttal.

C. The Fleet Redeployment Records Are Relevant to Liquidated Damages Enforceability

Stonefield contends that the liquidated damages clause in TSA Section 14.2 is an unenforceable penalty under New York law. The liquidated damages formula produces a claim of $67.23 million, calculated as 75% of the $43.2 million ACV multiplied by the approximately 2.07 remaining contract years. Under New York law, a liquidated damages provision is enforceable only if (i) the amount is a reasonable estimate of the anticipated or actual loss caused by the breach and (ii) actual damages would be difficult to determine. See JMD Holding Corp. v. Cong. Fin. Corp., 4 N.Y.3d 373, 380 (2005); Northpoint Holdings v. Purdy Corp., 41 N.Y.2d 354, 356 (1977). Where a liquidated damages provision is grossly disproportionate to actual harm, it constitutes an unenforceable penalty.

The fleet redeployment records are relevant to this inquiry because they will demonstrate that VTS's actual losses from the TSA's termination were far less than the $67.23 million produced by the liquidated damages formula. If VTS had already begun transitioning its fleet to other accounts before the termination — redeploying tractors, securing replacement service arrangements, and retaining drivers — then VTS's actual damages from the loss of the Stonefield account were substantially less than the formula assumes. This evidence is probative of both the disproportionality of the liquidated damages clause and the fact that actual damages were readily ascertainable, not "difficult to determine," at the time the TSA was executed.

D. Vantor's Objections Are Meritless

Vantor's boilerplate objections to RFP Nos. 1 through 5 do not withstand scrutiny. Each is addressed in turn.

1. The Requests Are Not Overbroad. Vantor's overbreadth objection is baseless. RFP Nos. 1 through 4 are narrowly tailored to a nine-month period — July 1, 2021 through March 31, 2022 — that directly encompasses the events giving rise to this litigation, including VTS's performance decline, the fleet redeployment decisions, the issuance of the Cure Notice, and the termination of the TSA. RFP No. 5 covers the calendar year 2022 (January through December), which is the period immediately following the termination — the relevant window for assessing Vantor's claimed mitigation efforts, workforce reduction damages, and stranded asset costs.

Far from being open-ended, the requests target specific categories of documents: fleet assignment and redeployment records, internal communications between two identified senior executives (Ms. Milescu and Mr. Vantorovich), contracts with identified recipients of diverted fleet capacity, fleet utilization reports, and driver termination and severance records. These are precisely the types of narrowly focused document requests that the Federal Rules contemplate.

2. The Requests Are Not Unduly Burdensome. Vantor's undue burden objection is equally unsupported. The amount in controversy in this case is approximately $95.4 million. Against stakes of this magnitude, the burden of producing fleet management records and internal communications for a defined nine-month to twelve-month period is clearly proportional to the needs of the case.

Moreover, VTS is a substantial fleet transportation company that operates approximately 650 tractors and 2,100 trailers. A company of this size necessarily maintains fleet assignment records, utilization reports, capacity allocation analyses, and driver employment records in the ordinary course of business. These are not documents that Vantor would need to specially create; they are standard business records that any fleet operator maintains as a matter of operational necessity and regulatory compliance. Producing these records does not require Vantor to undertake any extraordinary or unusual effort.

Critically, Vantor has not submitted any affidavit, declaration, or other evidentiary support establishing that compliance with these requests would impose an undue burden. Courts in this District have consistently held that a party asserting undue burden must provide specific, concrete information demonstrating the nature and extent of the claimed burden; conclusory assertions are insufficient. See Wills v. Amerada Hess Corp., 379 F.3d 32, 41 (2d Cir. 2004). Vantor has offered nothing beyond counsel's ipse dixit assertion that the requests are burdensome. That is not enough.

3. The Documents Are Not Irrelevant "Proprietary Business Information". Finally, Vantor's characterization of its fleet management decisions as irrelevant "proprietary business information" is untenable when those very decisions are at the center of the factual dispute in this case. VTS's fleet redeployment decisions are not collateral or tangential matters; they go directly to the question of whether VTS deliberately withdrew capacity from the Stonefield account, thereby causing its own SLO failures while simultaneously positioning itself to blame Stonefield for the decline. Vantor cannot simultaneously argue that Stonefield caused VTS's performance failures and refuse to produce the documents that will reveal who actually made the fleet allocation decisions and why.

To the extent that Vantor has legitimate confidentiality concerns regarding its commercial relationships with third-party customers, such concerns are adequately addressed by the Stipulated Protective Order entered in this matter on March 24, 2023, which provides for the designation of documents as "Confidential" or "Highly Confidential — Attorneys' Eyes Only." Stonefield has scrupulously complied with the terms of the Protective Order throughout this litigation and will continue to do so. In the alternative, if Vantor believes that additional protections are necessary for specific categories of documents, Stonefield is willing to stipulate to reasonable additional confidentiality protections. Confidentiality, however, is not a basis for refusing production altogether; it is a basis for seeking appropriate protections to govern the use and dissemination of produced materials.

V. Relief Requested

For the foregoing reasons, Stonefield respectfully requests that the Court enter an order:

1. Directing Vantor to produce all documents responsive to Defendant's Second Request for Production of Documents, Nos. 1 through 5, within ten (10) business days of the date of the Court's Order;

2. Directing Vantor to provide complete, supplemental responses to Defendant's First Set of Interrogatories, Nos. 9, 14, and 18, which sought information regarding VTS's fleet redeployment decisions, mitigation efforts, and the identities of customers to whom VTS redirected fleet assets, also within ten (10) business days of the date of the Court's Order; and

3. Scheduling a discovery conference, if the Court deems further briefing or oral argument necessary, at the Court's earliest convenience, given that the fact discovery deadline in this case is September 29, 2023, and the depositions of Sandra Milescu, Nikolai Vantorovich, and other key witnesses remain to be taken.

Stonefield further reserves its right to seek an award of the reasonable expenses, including attorneys' fees, incurred in connection with this application, pursuant to Federal Rule of Civil Procedure 37(a)(5)(A), in the event the Court grants this motion.

VI. Conclusion

The fleet redeployment records and related documents sought in RFP Nos. 1 through 5 are highly relevant to the core issues in this case: whether VTS's performance failures constituted a material breach of the TSA, whether VTS committed the first material breach by unilaterally stripping fleet capacity from the Stonefield account, whether Vantor adequately mitigated its alleged damages, and whether the liquidated damages clause in TSA Section 14.2 is enforceable or constitutes an unenforceable penalty. These are not peripheral discovery requests; they target the very documents that will reveal why VTS's performance collapsed and who was responsible.

Vantor's objections lack merit and are transparently designed to conceal evidence of VTS's deliberate decision to withdraw fleet capacity from the Stonefield account and redeploy it to other customers — all while simultaneously blaming Stonefield for the resulting service failures. The Milescu email already in the record (VHC-008417) provides a preview of what the full production will reveal, and Vantor's refusal to produce the surrounding documents speaks volumes.

The Court's intervention is necessary to ensure that these critical documents are produced in advance of the remaining fact depositions — including the depositions of Sandra Milescu and Nikolai Vantorovich — and before the expert rebuttal deadline of August 11, 2023. Without these documents, Stonefield is unable to fully prepare for these depositions or to provide its experts with the information necessary to rebut Dr. Trask's damages opinions. The fact discovery deadline of September 29, 2023 is approaching, and any further delay in resolving this dispute will prejudice Stonefield's ability to develop the factual record.

We thank the Court for its attention to this matter and respectfully request that the relief described above be granted.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Patrick Gallagher Lead Associate 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 506-7200 Facsimile: (212) 506-7201

Counsel for Defendant Stonefield Logistics Group Inc.

Date: June 5, 2023

Certificate of Service

I hereby certify that on June 5, 2023, a true and correct copy of the foregoing Defendant's Letter Brief Requesting Court Intervention Regarding Plaintiff's Deficient discovery Responses was served via the Court's Electronic Case Filing (ECF) system on all counsel of record, including:

Jason Whitford Senior Associate Caldwell Royce & Shapiro LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006 Counsel for Plaintiff Vantor Holdings Corp.

________________________________________

Patrick Gallagher

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166 Tel: (212) 506-7200
Fax: (212) 506-7201
June 5, 2023
VIA ECF
Hon. Margaret T. Calloway United States District Judge United States District Court for the Southern District of New York Daniel Patrick Moynihan United States Courthouse 500 Pearl Street New York, New York 10007
Re: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.) — Defendant's Letter Brief Requesting Court Intervention Regarding Plaintiff's Deficient discovery Responses
Dear Judge Calloway:
I. Introduction
The undersigned writes on behalf of defendant Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), pursuant to the Court's Individual Practices and the Case Management Order entered on February 17, 2023, to respectfully request the Court's intervention regarding Plaintiff Vantor Holdings Corp.'s ("Vantor") refusal to produce documents responsive to Defendant's Second Request for Production of Documents, which was served on Vantor on May 5, 2023. In particular, Stonefield seeks the Court's assistance in compelling the production of fleet redeployment records and related internal communications from the third and fourth quarters of 2021 — a period directly coinciding with the events giving rise to this litigation — which Vantor has refused to produce in their entirety, without any meaningful justification.
Before filing this letter brief, the parties engaged in good-faith meet-and-confer efforts as required under Federal Rule of Civil Procedure 37(a)(1) and Local Civil Rule 37.2 of the Southern District of New York. On May 30, 2023, the undersigned sent a detailed meet-and-confer letter to Vantor's counsel, Jason Whitford of Caldwell Royce & Shapiro LLP, identifying the deficiencies in Vantor's discovery responses, explaining the relevance of the requested materials, and requesting that Vantor supplement its responses and produce all responsive documents. Mr. Whitford responded on June 2, 2023, maintaining Vantor's objections in full and declining to supplement or produce any documents responsive to the requests at issue. The parties have thus reached an impasse, and the meet-and-confer obligations imposed by the Federal Rules and Local Rules have been exhausted.
The documents at issue are not peripheral or tangential. They are directly relevant to the central issues in this case, including: (1) whether Vantor Transport Services LLC ("VTS") committed a material breach of the Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Ref. No. SLG-VTS-2019-0315); (2) whether Stonefield's termination of the TSA was valid for Cause under Section 13.1(a) of the TSA; (3) whether VTS committed the first material breach by unilaterally stripping dedicated fleet capacity from Stonefield's account; and (4) whether Vantor failed to mitigate its claimed damages, which Vantor has alleged to total approximately $95.4 million. As set forth more fully below, Vantor's blanket objections are meritless, and the Court should order the immediate production of the requested materials.
II. Background
A. The TSA and Termination
Stonefield and VTS entered into the TSA, effective April 1, 2019, a five-year agreement under which VTS committed to provide dedicated and on-demand truckload transportation services across specified lanes in the Northeast, Mid-Atlantic, and Southeast corridors. The TSA represented a substantial commercial arrangement between the parties: VTS committed to maintaining a minimum fleet capacity of 400 tractors and 1,200 trailers available for Stonefield freight, and the Annual Committed Volume ("ACV") under the agreement was $43.2 million.
As a condition of the TSA, VTS agreed to comply with certain Service Level Obligations ("SLOs") that were set forth in Schedule B to the agreement. These SLOs established minimum performance thresholds across multiple operational metrics, including: (i) an on-time pickup rate of no less than 95%; (ii) an on-time delivery rate of no less than 93%; (iii) a tender acceptance rate of no less than 90%; (iv) equipment availability compliance of no less than 85% of committed fleet capacity; and (v) a cargo claims ratio of no more than 0.5% of gross revenue. These SLOs were not aspirational targets; they were binding contractual obligations, and failure to meet them for any consecutive 60-day period constituted a material breach under Section 13.1(a) of the TSA, entitling Stonefield to issue a Cure Notice and, upon failure to cure, to terminate the agreement for Cause.
During the fourth quarter of 2021, VTS's performance deteriorated dramatically and fell far below every applicable SLO threshold. Specifically: the on-time pickup rate dropped to 78.2% (versus the 95% requirement); the on-time delivery rate fell to 81.6% (versus the 93% requirement); the tender acceptance rate plummeted to 71.4% (versus the 90% requirement); equipment availability fell to approximately 62% of the committed fleet, meaning only approximately 248 tractors were available for Stonefield freight as against the 400 required; and sixteen cargo claims totaling $387,400 were filed, yielding a claims ratio of approximately 1.07% (versus the 0.5% maximum).
On January 18, 2022, Stonefield's Director of Contract Compliance, Raymond Hess, delivered a formal written Cure Notice to VTS's Chief Operating Officer, Sandra Milescu, identifying these material breaches with reasonable particularity as required by TSA Section 13.2. The Cure Notice enumerated each SLO deficiency, cited the applicable contractual provision, and provided VTS with the thirty-day cure period mandated by the agreement. VTS failed to cure any of the identified deficiencies within the thirty-day cure period, which expired on February 17, 2022. On March 4, 2022, Stonefield's General Counsel, Tobias Wren, issued a termination letter to VTS, effective immediately, pursuant to Section 13.1(a) of the TSA.
B. Vantor's Claims and Stonefield's Defenses
Vantor filed the instant action on August 12, 2022, and subsequently filed an Amended Complaint on December 2, 2022. In its Amended Complaint, Vantor asserts claims for breach of contract and seeks approximately $95.4 million in total damages. This damages figure is comprised of several components: $67.23 million in liquidated damages under TSA Section 14.2 (calculated as 75% of the $43.2 million ACV multiplied by the approximately 2.07 remaining contract years); $18.7 million in lost profits allegedly attributable to the premature termination; and additional claims for stranded assets ($5.2 million), workforce reduction costs ($2.87 million, representing severance for approximately 180 drivers and support staff), and purported mitigation costs ($1.4 million).
Vantor's theory of the case is that Stonefield's termination of the TSA was pretextual. Vantor alleges that VTS's performance failures were not self-inflicted but were instead caused by Stonefield's own failure to tender the ACV of $43.2 million and by Stonefield's alleged diversion of freight to competing carriers during the relevant period. According to Vantor, Stonefield engineered the conditions that led to VTS's performance decline and then exploited those conditions as a pretext to terminate the agreement.
Stonefield denies these allegations in their entirety. Stonefield maintains that VTS's performance failures were material, sustained, and uncured; that Stonefield's invocation of the force majeure provision under Section 12.1 for COVID-19 impacts during the period of April through September 2020 properly adjusted the Contract Year 2 ACV; and that VTS committed the first material breach by unilaterally reducing fleet capacity allocated to the Stonefield account — a fact that the disputed discovery at issue in this letter brief will further establish. Stonefield filed its Answer, Affirmative Defenses, and Counterclaim for Declaratory Judgment on January 13, 2023.
C. Defendant's Second Request for Production
On May 5, 2023, Stonefield served its Second Request for Production of Documents on Vantor, containing twelve targeted requests directed at specific categories of documents relevant to the claims and defenses in this action. Of these twelve requests, the five at issue in this letter brief are Request for Production ("RFP") Nos. 1 through 5, which seek the following:
RFP No. 1: All documents relating to VTS's fleet redeployment or reassignment decisions from July 1, 2021 through March 31, 2022, including but not limited to records of tractors and trailers removed from or reassigned away from Stonefield dedicated lanes.
RFP No. 2: All communications between Sandra Milescu and Nikolai Vantorovich from July 1, 2021 through March 31, 2022, relating to VTS's fleet capacity allocation for the Stonefield account.
RFP No. 3: All contracts, agreements, or service arrangements between VTS and any shipper or broker to whom VTS redirected fleet assets that were previously dedicated to the Stonefield account during the period from Q3 2021 through Q1 2022.
RFP No. 4: All internal VTS reports, memoranda, or analyses regarding fleet utilization rates and capacity allocation among VTS customer accounts from July 1, 2021 through March 31, 2022.
RFP No. 5: All VTS driver termination, layoff, or reassignment records from January 1, 2022 through December 31, 2022, including severance documentation.
Each of these requests is narrowly targeted to a defined time period and seeks specific categories of documents directly relevant to the claims and defenses at issue in this litigation.
D. Vantor's Objections
On June 2, 2023, Vantor served its responses and objections to Defendant's Second Request for Production of Documents. With respect to RFP Nos. 1 through 5, Vantor objected on the grounds that the requests are (i) overbroad, (ii) unduly burdensome, (iii) seek proprietary business information unrelated to the claims asserted in this action, and (iv) are not proportional to the needs of the case under Federal Rule of Civil Procedure 26(b)(1). Vantor produced no documents responsive to any of these five requests.
In correspondence, Vantor's counsel, Mr. Whitford, has further articulated Vantor's position that VTS's internal fleet management decisions are "irrelevant to Vantor's breach of contract claim" and that the requests improperly seek to "intrude on Vantor's confidential business operations with third parties." This position, as detailed below, is unsupportable in light of the issues actually in dispute in this case and is contradicted by documentary evidence already produced by Vantor in its initial document production.
E. Meet-and-Confer Efforts
The parties have attempted in good faith to resolve this dispute without Court intervention, as required. On May 30, 2023, the undersigned sent a detailed meet-and-confer letter to Mr. Whitford identifying the specific deficiencies in Vantor's discovery responses and demanding supplemental responses to Defendant's First Set of Interrogatories, Nos. 9, 14, and 18, as well as production of documents responsive to Second RFP Nos. 1 through 5. The letter set forth in detail the relevance of the requested materials to the claims and defenses at issue, cited the applicable legal standards, and offered to confer by telephone or videoconference at Mr. Whitford's convenience to discuss any remaining concerns.
Mr. Whitford responded by letter on June 2, 2023, maintaining all of Vantor's objections without alteration and declining to supplement any of the challenged responses. Mr. Whitford's response did not engage with the substance of the undersigned's relevance arguments and did not offer any compromise or alternative proposal for narrowing the scope of the disputed requests. The parties have reached an impasse, and good-faith meet-and-confer obligations under the Federal Rules and Local Rules have been fully satisfied.
III. Legal Standard
Under Federal Rule of Civil Procedure 26(b)(1), parties may obtain discovery regarding any nonprivileged matter that is relevant to any party's claim or defense and that is proportional to the needs of the case. In assessing proportionality, the Rule directs the Court to consider the importance of the issues at stake in the action, the amount in controversy, the parties' relative access to relevant information, the parties' resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit. Fed. R. Civ. P. 26(b)(1).
Under Federal Rule of Civil Procedure 37(a)(3)(B), a party may move for an order compelling disclosure or discovery if another party fails to produce documents or tangible things as requested under Rule 34. The moving party must certify that it has in good faith conferred or attempted to confer with the party failing to make disclosure or discovery in an effort to obtain the information without court action. Fed. R. Civ. P. 37(a)(1).
Courts in the Southern District of New York have consistently held that the scope of relevance for discovery purposes is broadly construed. See Condit v. Dunne, 225 F.R.D. 100, 105 (S.D.N.Y. 2004) ("The concept of relevance under Rule 26(b)(1) is broader than the concept of relevance under Rule 401 of the Federal Rules of Evidence."); Daval Steel Prods. v. M/V Fakredine, 951 F.2d 1357, 1367 (2d Cir. 1991). The party resisting discovery bears the burden of demonstrating that the requested materials are not relevant or that the discovery sought is disproportionate to the needs of the case. See Ridgeway Life Insurance of N.Y., 284 F.R.D. 132, 135 (S.D.N.Y. 2012). Conclusory or boilerplate objections are insufficient to satisfy this burden. See Mancia v. Mayflower Textile Servs. Co., 253 F.R.D. 354, 358 (D. Md. 2008) (noting that "[b]oilerplate objections are tantamount to not making any objection at all").
IV. Argument
A. The Fleet Redeployment Records Are Directly Relevant to Material Breach and Termination for Cause
The central factual issue in this case is whether VTS's performance failures in Q4 2021 constituted a material breach of the TSA and whether those failures remained uncured at the time Stonefield issued its termination letter on March 4, 2022. Vantor's principal defense to these claims is that VTS's service deficiencies were not self-inflicted but were instead caused by Stonefield's alleged volume shortfalls and freight diversion to competing carriers. In other words, Vantor contends that Stonefield's own conduct excused VTS's performance and rendered the termination wrongful.
The fleet redeployment records sought in RFP Nos. 1 through 4 go directly to the heart of this dispute. These records will reveal whether VTS unilaterally withdrew equipment — tractors and trailers — from Stonefield's dedicated lanes, and if so, when those withdrawals occurred, in what quantities, and for what purpose. If VTS itself chose to strip capacity from the Stonefield account and redeploy those assets to serve other, presumably more profitable, customers, then VTS's argument that Stonefield caused the performance decline is fatally undermined.
Stonefield is not speculating about the existence or relevance of these fleet redeployment decisions. In fact, Stonefield has already obtained — from Vantor's own initial document production — a November 12, 2021 email from Sandra Milescu, the Chief Operating Officer of VTS, to Nikolai Vantorovich, the Chief Executive Officer of Vantor, bearing Bates number VHC-008417, which states in relevant part:
"We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."
This document is extraordinary in its implications. It directly contradicts Vantor's claim that VTS's equipment shortfall — equipment availability of only 62% of the committed fleet, representing approximately 248 tractors available against the 400 required — was caused by Stonefield's own conduct. Instead, this email reveals that VTS's senior management made a deliberate, strategic decision to remove 85 tractors from Stonefield's dedicated fleet and redeploy them to serve commitments for an unidentified third party. Moreover, Ms. Milescu's statement that "SLG won't notice until January" demonstrates a consciousness that VTS's redeployment decision would adversely affect Stonefield's service and an intent to conceal the redeployment for as long as possible.
The fleet redeployment records will provide the Court and the parties with the full picture of VTS's deliberate fleet management decisions. Specifically, these documents will: (1) establish the complete timeline and scope of VTS's unilateral fleet reduction on the Stonefield account, beyond the 85 tractors referenced in the Milescu email; (2) identify the third-party accounts — such as the redacted entity referenced in Ms. Milescu's November 12, 2021 email — to which VTS diverted dedicated equipment that was contractually committed to Stonefield; (3) demonstrate whether VTS's fleet reductions preceded or followed any alleged volume shortfalls by Stonefield, thereby establishing which party committed the first material breach; and (4) reveal the full extent of VTS's internal decision-making regarding the allocation of fleet capacity among its customer accounts.
These documents are critical to Stonefield's affirmative defense that VTS committed the first material breach of the TSA by unilaterally reducing fleet capacity allocated to the Stonefield account as early as October 2021 — before any of Stonefield's alleged volume shortfalls and well before the termination of the TSA. If VTS chose to divert its fleet to other customers for its own economic advantage, VTS cannot credibly contend that its failure to meet the SLOs was Stonefield's fault. The fleet redeployment records are also directly relevant to Stonefield's counterclaim for declaratory judgment that the termination was valid for Cause under Section 13.1(a) of the TSA.
B. The Disputed Documents Are Directly Relevant to Vantor's Mitigation Obligations
Vantor's damages claim of approximately $95.4 million includes, among other components, $2.87 million in workforce reduction costs — representing severance payments for approximately 180 drivers and support staff — and $5.2 million in stranded asset costs for dedicated equipment that Vantor alleges became idle as a result of the TSA's termination.
If, as the Milescu email suggests, VTS had already redeployed at least 85 tractors from the Stonefield account to other customers' accounts before the termination, then a substantial portion of Vantor's fleet was not in fact "stranded" by the termination at all. Rather, that equipment was already deployed elsewhere and generating revenue for VTS. Vantor cannot claim stranded asset damages for equipment that it had already redirected to serve other paying customers. The fleet redeployment records and third-party contracts (RFP Nos. 1, 3, and 4) will establish the precise scope of VTS's pre-termination fleet redeployment and, in turn, the extent to which Vantor's stranded asset claim is inflated or fabricated.
Similarly, the driver termination, layoff, and reassignment records sought in RFP No. 5 will reveal whether Vantor actually incurred the $2.87 million in severance costs it claims, or whether VTS in fact retained drivers who had been operating the reassigned fleet capacity and simply redeployed them to continue serving the same third-party accounts to which VTS had already redirected equipment. If drivers were not terminated but were instead reassigned, Vantor's workforce reduction damages claim is materially overstated.
Under New York law, which governs the TSA pursuant to Section 17.3, a plaintiff has an affirmative duty to mitigate damages and cannot recover losses that could have been avoided through the exercise of reasonable effort. See LNC Invs., Inc. v. First Fid. Bank, N.A., 173 F.3d 454, 465 (2d Cir. 1999); Wilmot v. State, 32 N.Y.2d 164, 168–69 (1973). The fleet redeployment records and third-party contracts (RFP Nos. 1, 3, and 4) will reveal whether VTS could have — and in fact already did — redirect fleet capacity to replacement customers, thereby substantially undercutting Vantor's claims of $18.7 million in lost profits and $1.4 million in purported mitigation costs.
These documents also bear directly on the opinions offered in the expert report of Dr. Philip Trask of Trask Greystone & Associates, which was served on Stonefield on May 15, 2023. Dr. Trask's report opines that Vantor suffered $95.4 million in damages resulting from the TSA's termination. However, Dr. Trask's analysis assumes, without any meaningful examination, that VTS made no pre-termination fleet redeployments and that the full complement of 400 tractors and 1,200 trailers was dedicated to the Stonefield account at the time of termination. This assumption is contradicted by VTS's own internal communications, and the fleet redeployment records are necessary for Stonefield's experts to evaluate and rebut Dr. Trask's opinions. Stonefield's expert rebuttal deadline is August 11, 2023, and the continued withholding of these documents prejudices Stonefield's ability to prepare an adequate rebuttal.
C. The Fleet Redeployment Records Are Relevant to Liquidated Damages Enforceability
Stonefield contends that the liquidated damages clause in TSA Section 14.2 is an unenforceable penalty under New York law. The liquidated damages formula produces a claim of $67.23 million, calculated as 75% of the $43.2 million ACV multiplied by the approximately 2.07 remaining contract years. Under New York law, a liquidated damages provision is enforceable only if (i) the amount is a reasonable estimate of the anticipated or actual loss caused by the breach and (ii) actual damages would be difficult to determine. See JMD Holding Corp. v. Cong. Fin. Corp., 4 N.Y.3d 373, 380 (2005); Northpoint Holdings v. Purdy Corp., 41 N.Y.2d 354, 356 (1977). Where a liquidated damages provision is grossly disproportionate to actual harm, it constitutes an unenforceable penalty.
The fleet redeployment records are relevant to this inquiry because they will demonstrate that VTS's actual losses from the TSA's termination were far less than the $67.23 million produced by the liquidated damages formula. If VTS had already begun transitioning its fleet to other accounts before the termination — redeploying tractors, securing replacement service arrangements, and retaining drivers — then VTS's actual damages from the loss of the Stonefield account were substantially less than the formula assumes. This evidence is probative of both the disproportionality of the liquidated damages clause and the fact that actual damages were readily ascertainable, not "difficult to determine," at the time the TSA was executed.
D. Vantor's Objections Are Meritless
Vantor's boilerplate objections to RFP Nos. 1 through 5 do not withstand scrutiny. Each is addressed in turn.
1. The Requests Are Not Overbroad.  Vantor's overbreadth objection is baseless. RFP Nos. 1 through 4 are narrowly tailored to a nine-month period — July 1, 2021 through March 31, 2022 — that directly encompasses the events giving rise to this litigation, including VTS's performance decline, the fleet redeployment decisions, the issuance of the Cure Notice, and the termination of the TSA. RFP No. 5 covers the calendar year 2022 (January through December), which is the period immediately following the termination — the relevant window for assessing Vantor's claimed mitigation efforts, workforce reduction damages, and stranded asset costs.
Far from being open-ended, the requests target specific categories of documents: fleet assignment and redeployment records, internal communications between two identified senior executives (Ms. Milescu and Mr. Vantorovich), contracts with identified recipients of diverted fleet capacity, fleet utilization reports, and driver termination and severance records. These are precisely the types of narrowly focused document requests that the Federal Rules contemplate.
2. The Requests Are Not Unduly Burdensome.  Vantor's undue burden objection is equally unsupported. The amount in controversy in this case is approximately $95.4 million. Against stakes of this magnitude, the burden of producing fleet management records and internal communications for a defined nine-month to twelve-month period is clearly proportional to the needs of the case.
Moreover, VTS is a substantial fleet transportation company that operates approximately 650 tractors and 2,100 trailers. A company of this size necessarily maintains fleet assignment records, utilization reports, capacity allocation analyses, and driver employment records in the ordinary course of business. These are not documents that Vantor would need to specially create; they are standard business records that any fleet operator maintains as a matter of operational necessity and regulatory compliance. Producing these records does not require Vantor to undertake any extraordinary or unusual effort.
Critically, Vantor has not submitted any affidavit, declaration, or other evidentiary support establishing that compliance with these requests would impose an undue burden. Courts in this District have consistently held that a party asserting undue burden must provide specific, concrete information demonstrating the nature and extent of the claimed burden; conclusory assertions are insufficient. See Wills v. Amerada Hess Corp., 379 F.3d 32, 41 (2d Cir. 2004). Vantor has offered nothing beyond counsel's ipse dixit assertion that the requests are burdensome. That is not enough.
3. The Documents Are Not Irrelevant "Proprietary Business Information".  Finally, Vantor's characterization of its fleet management decisions as irrelevant "proprietary business information" is untenable when those very decisions are at the center of the factual dispute in this case. VTS's fleet redeployment decisions are not collateral or tangential matters; they go directly to the question of whether VTS deliberately withdrew capacity from the Stonefield account, thereby causing its own SLO failures while simultaneously positioning itself to blame Stonefield for the decline. Vantor cannot simultaneously argue that Stonefield caused VTS's performance failures and refuse to produce the documents that will reveal who actually made the fleet allocation decisions and why.
To the extent that Vantor has legitimate confidentiality concerns regarding its commercial relationships with third-party customers, such concerns are adequately addressed by the Stipulated Protective Order entered in this matter on March 24, 2023, which provides for the designation of documents as "Confidential" or "Highly Confidential — Attorneys' Eyes Only." Stonefield has scrupulously complied with the terms of the Protective Order throughout this litigation and will continue to do so. In the alternative, if Vantor believes that additional protections are necessary for specific categories of documents, Stonefield is willing to stipulate to reasonable additional confidentiality protections. Confidentiality, however, is not a basis for refusing production altogether; it is a basis for seeking appropriate protections to govern the use and dissemination of produced materials.
V. Relief Requested
For the foregoing reasons, Stonefield respectfully requests that the Court enter an order:
1.  Directing Vantor to produce all documents responsive to Defendant's Second Request for Production of Documents, Nos. 1 through 5, within ten (10) business days of the date of the Court's Order;
2.  Directing Vantor to provide complete, supplemental responses to Defendant's First Set of Interrogatories, Nos. 9, 14, and 18, which sought information regarding VTS's fleet redeployment decisions, mitigation efforts, and the identities of customers to whom VTS redirected fleet assets, also within ten (10) business days of the date of the Court's Order; and
3.  Scheduling a discovery conference, if the Court deems further briefing or oral argument necessary, at the Court's earliest convenience, given that the fact discovery deadline in this case is September 29, 2023, and the depositions of Sandra Milescu, Nikolai Vantorovich, and other key witnesses remain to be taken.
Stonefield further reserves its right to seek an award of the reasonable expenses, including attorneys' fees, incurred in connection with this application, pursuant to Federal Rule of Civil Procedure 37(a)(5)(A), in the event the Court grants this motion.
VI. Conclusion
The fleet redeployment records and related documents sought in RFP Nos. 1 through 5 are highly relevant to the core issues in this case: whether VTS's performance failures constituted a material breach of the TSA, whether VTS committed the first material breach by unilaterally stripping fleet capacity from the Stonefield account, whether Vantor adequately mitigated its alleged damages, and whether the liquidated damages clause in TSA Section 14.2 is enforceable or constitutes an unenforceable penalty. These are not peripheral discovery requests; they target the very documents that will reveal why VTS's performance collapsed and who was responsible.
Vantor's objections lack merit and are transparently designed to conceal evidence of VTS's deliberate decision to withdraw fleet capacity from the Stonefield account and redeploy it to other customers — all while simultaneously blaming Stonefield for the resulting service failures. The Milescu email already in the record (VHC-008417) provides a preview of what the full production will reveal, and Vantor's refusal to produce the surrounding documents speaks volumes.
The Court's intervention is necessary to ensure that these critical documents are produced in advance of the remaining fact depositions — including the depositions of Sandra Milescu and Nikolai Vantorovich — and before the expert rebuttal deadline of August 11, 2023. Without these documents, Stonefield is unable to fully prepare for these depositions or to provide its experts with the information necessary to rebut Dr. Trask's damages opinions. The fact discovery deadline of September 29, 2023 is approaching, and any further delay in resolving this dispute will prejudice Stonefield's ability to develop the factual record.
We thank the Court for its attention to this matter and respectfully request that the relief described above be granted.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Patrick Gallagher Lead Associate 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 506-7200 Facsimile: (212) 506-7201
Counsel for Defendant Stonefield Logistics Group Inc.
Date: June 5, 2023
Certificate of Service
I hereby certify that on June 5, 2023, a true and correct copy of the foregoing Defendant's Letter Brief Requesting Court Intervention Regarding Plaintiff's Deficient discovery Responses was served via the Court's Electronic Case Filing (ECF) system on all counsel of record, including:
Jason Whitford Senior Associate Caldwell Royce & Shapiro LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006 Counsel for Plaintiff Vantor Holdings Corp.
________________________________________
Patrick Gallagher

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166 Tel: (212) 506-7200

VIA ECF

CALDERWOOD & HARKNESS LLP

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