1012-00005 · Stonefield Logistics Group · Discovery/Analysis

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CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166

Telephone: (212) 554-8000 Facsimile: (212) 554-8001

Patrick Gallagher Direct Dial: (212) 554-8147

Email: pgallagher@calderwoodharkness.com

May 30, 2023

Via ECF and Email (jwhitford@caldwellroyce.com)

Jason Whitford, Esq. Caldwell Royce & Shapiro LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006

Re: *Vantor Holdings Corp. v. Stonefield Logistics Group Inc.*, Case No. 22-cv-07841 (S.D.N.Y.) — Deficiencies in Plaintiff's discovery Responses and Document Production

Dear Mr. Whitford:

I write on behalf of Defendant Stonefield Logistics Group Inc. ("Stonefield" or "SLG") pursuant to Federal Rule of Civil Procedure 37(a)(1) and Local Civil Rule 37.2 of the United States District Court for the Southern District of New York, both of which require a good-faith effort to meet and confer before any party may file a discovery motion. As you are aware, the Honorable Margaret T. Calloway, U.S.D.J., entered a Case Management Order on February 17, 2023, setting a fact discovery deadline of September 29, 2023. With approximately four months remaining in that period, the deficiencies identified in this letter demand immediate attention.

The purpose of this letter is to identify specific and material deficiencies in Plaintiff Vantor Holdings Corp.'s ("Vantor") interrogatory responses and document production, and to demand that Vantor promptly supplement its responses and comply with its obligations under the Federal Rules of Civil Procedure. As detailed below, Vantor's responses are, in several critical respects, evasive, incomplete, and inconsistent with its own documents — and its document production fails to include entire categories of plainly responsive and highly relevant materials.

By way of background, on March 6, 2023, Stonefield served on Caldwell Royce & Shapiro LLP its First Set of Interrogatories (consisting of twenty-five interrogatories) and its First Request for Production of Documents (consisting of thirty-eight requests). On April 28, 2023, Vantor served its interrogatory responses and its initial document production, which consisted of 28,914 documents encompassing approximately 112,000 pages. Thereafter, on May 5, 2023, Stonefield served its Second Request for Production of Documents (consisting of twelve targeted requests), which were narrowly tailored in light of what Stonefield's review of the initial production had revealed. Vantor served boilerplate objections to those requests on May 19, 2023, without producing a single additional document.

Stonefield has now completed its initial review of Vantor's interrogatory responses and document production and has identified material deficiencies that must be remediated without further delay. The specific deficiencies are set forth below. We sincerely hope that the parties can resolve these issues cooperatively and without the necessity for court intervention. However, if Vantor fails to supplement its responses and production within a reasonable time frame, Stonefield will have no choice but to seek appropriate relief from the Court, including an award of the reasonable attorneys' fees and costs that Stonefield has been forced to incur in addressing these deficiencies.

I. Deficiencies in Vantor's Interrogatory Responses

A. Interrogatory No. 9 — Fleet Redeployment Decisions

Stonefield's Interrogatory No. 9 asked Vantor to identify and describe in detail all decisions made by Vantor Transport Services LLC ("VTS") — Vantor's wholly owned subsidiary and the operating entity under the relevant contract — to reassign, redeploy, or otherwise reduce the number of tractors and trailers dedicated to Stonefield freight under the Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Ref. No. SLG-VTS-2019-0315), during the period from April 1, 2021 through March 4, 2022. As you know, Section 5.2(a) of the TSA required VTS to maintain minimum fleet capacity of 400 tractors and 1,200 trailers available for Stonefield freight at all times during the term of the agreement. This minimum fleet commitment was a core obligation of the TSA and one of the principal inducements for Stonefield's entry into the contract. It is undisputed that by Q4 2021, VTS equipment availability had fallen to approximately 62% of committed fleet capacity — approximately 248 tractors available versus the 400-tractor commitment — a figure that fell dramatically below the 85% Service Level Obligation ("SLO") threshold established in Exhibit C to the TSA.

Vantor's response to Interrogatory No. 9 is evasive and non-responsive. Rather than identifying any specific fleet redeployment decisions, Vantor provided only a vague, general statement that "fleet management decisions were made in the ordinary course of business in response to evolving operational requirements and market conditions." This response fails to identify a single specific decision, the date on which any such decision was made, the individual or individuals who made or authorized each decision, the number of tractors or trailers reassigned, or the customer accounts or freight commitments to which the equipment was redirected. The response is precisely the type of evasive answer that Rule 33(b)(4) and case law in this District treat as a failure to answer. See, e.g., Sec. & Exch. Comm'n v. Strauss, No. 09-cv-4150 (S.D.N.Y. 2011) (holding that vague, general interrogatory responses that fail to provide the specific information requested are insufficient as a matter of law).

Moreover, documents already obtained from Vantor's own initial production directly undermine this vague response and demonstrate that the information requested plainly exists. Specifically, a November 12, 2021 internal email from Sandra Milescu, Chief Operating Officer of Vantor and VTS, to Nikolai Vantorovich, Chief Executive Officer of Vantor, states in pertinent part:

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

(Bates No. VHC-008417.) This email demonstrates that VTS made a deliberate, documented decision to redeploy no fewer than 85 tractors from Stonefield-dedicated lanes to serve another customer's freight commitments — a decision that was authorized at the highest levels of VTS's and Vantor's management. Yet Vantor's interrogatory response fails to disclose this decision or any other fleet redeployment decision during the relevant period. The suggestion that "fleet management decisions were made in the ordinary course of business" is, at best, misleading and, at worst, a deliberate attempt to conceal the very conduct that lies at the center of this case.

Stonefield demands that Vantor provide a complete, verified, supplemental response to Interrogatory No. 9 identifying, at a minimum, the following information with respect to each fleet redeployment decision during the period April 1, 2021 through March 4, 2022:

(a) A description of each fleet redeployment decision, including the nature and scope of the reassignment;

(b) The date on which each decision was made;

(d) The number of tractors and/or trailers affected by each decision;

(e) The customer account or accounts to which the affected equipment was redirected; and

(f) Whether and when Stonefield was notified of each reassignment, and the manner and substance of any such notification.

B. Interrogatory No. 14 — Mitigation Efforts

Stonefield's Interrogatory No. 14 asked Vantor to describe in detail all efforts undertaken by Vantor and/or VTS to mitigate damages following Stonefield's termination of the TSA on March 4, 2022, including but not limited to efforts to secure replacement freight volume, new customer contracts, and alternative revenue sources. The duty to mitigate is, of course, a fundamental principle of New York contract law, and Vantor's compliance with that duty is directly at issue in this litigation.

Vantor's response to Interrogatory No. 14 is entirely inadequate. Vantor stated only that it "undertook commercially reasonable efforts to mitigate damages following Stonefield's wrongful termination of the TSA" and that it "sought replacement business through its existing commercial channels." This response does not identify a single specific mitigation effort. It does not name any prospective customer that VTS contacted. It does not describe any contract that VTS negotiated or entered into as replacement business. It does not identify any freight volume obtained from any alternative source. It does not quantify any revenue generated from mitigation activities. And it does not describe the specific steps taken by any individual at Vantor or VTS to replace the Stonefield business.

This deficiency is particularly significant in light of prevailing market conditions. It is well documented — and subject to judicial notice from publicly available freight market indices — that the freight market in Q1 and Q2 of 2022 was exceptionally robust. Spot rates during that period were elevated approximately 35% above historical averages, and freight capacity was in high demand across virtually all sectors. Under these market conditions, replacement freight volume should have been readily available to a carrier of VTS's size and operational footprint. Vantor's refusal to identify even one specific mitigation effort raises serious questions about whether any meaningful mitigation was undertaken at all.

The inadequacy of Vantor's response is further underscored by its own damages claim. Vantor claims $1,400,000 in "mitigation costs" as a discrete component of its $95.4 million damages claim. Yet Vantor apparently cannot — or will not — identify what mitigation it actually performed that purportedly generated those costs. If Vantor expended $1.4 million on mitigation, there necessarily exist records documenting those expenditures and the activities they relate to. Vantor's failure to provide substantive responses to this interrogatory is inexcusable.

Under New York law, Vantor bears the burden of proving that it took reasonable steps to mitigate its damages. See Wilmot v. State, 32 N.Y.2d 164, 169 (1973); Vireo Trust Bank v. Marlowe Commerce Bank Asset Capital Corp., 424 F.3d 195, 208 (2d Cir. 2005). Vantor's failure to provide substantive interrogatory responses on this topic not only undermines Vantor's ability to carry its own burden but also substantially prejudices Stonefield's ability to develop its mitigation defense — a defense that is central to this case given the magnitude of Vantor's claimed damages.

Stonefield demands that Vantor provide a complete, verified, supplemental response to Interrogatory No. 14 identifying, at a minimum:

(a) Each specific mitigation effort undertaken by Vantor and/or VTS following the termination of the TSA;

(b) The dates and nature of each mitigation effort;

(d) The names of all prospective customers contacted in connection with efforts to secure replacement freight volume;

(e) Any contracts entered into by Vantor and/or VTS as replacement business, including the identity of the counterparty, the date of execution, and the material terms;

(f) The revenue generated or freight volume obtained from each mitigation effort; and

(g) The factual and documentary basis for Vantor's claim of $1,400,000 in mitigation costs, including an itemized description of each cost component and the supporting documentation.

C. Interrogatory No. 18 — Vantor's Internal Assessment of SLO Performance

Stonefield's Interrogatory No. 18 asked Vantor to describe its internal assessment of VTS's performance against the Service Level Obligations set forth in the TSA during Q3 and Q4 2021, including any reports, dashboards, metrics, or other tools maintained by VTS or Vantor to track, evaluate, or report on VTS's compliance with its SLO commitments.

Vantor's response to this interrogatory acknowledged, in general terms, that VTS maintained "internal performance tracking mechanisms consistent with industry practice" but failed to identify any specific internal assessments, reports, dashboards, or communications evaluating VTS's declining performance during the critical Q3 and Q4 2021 period. Vantor did not identify who prepared or reviewed such materials, what conclusions were reached, or what corrective actions, if any, were considered or implemented.

The relevance of this information cannot be overstated. VTS's performance in Q4 2021 fell below all five SLO thresholds established in Exhibit C to the TSA:

• On-Time Pickup Rate: 78.2% (versus the 95% SLO threshold);

• On-Time Delivery Rate: 81.6% (versus the 93% SLO threshold);

• Tender Acceptance Rate: 71.4% (versus the 90% SLO threshold);

• Equipment Availability: approximately 62% (versus the 85% SLO threshold); and

• Cargo Claims Ratio: 1.07% (versus the ≤0.5% SLO threshold), based on sixteen documented cargo claims filed in November and December 2021 alone, totaling $387,400 in claimed losses.

VTS's failure across every one of these performance metrics was not marginal — it was dramatic. A carrier operating at these levels would, as a matter of course, be closely monitoring its performance, identifying the causes of deterioration, and reporting to management on the risks associated with continued non-compliance. The notion that VTS did not internally assess or analyze its own SLO performance during this period strains credulity.

Vantor's awareness (or lack thereof) of VTS's performance failures is directly relevant to multiple issues in this case, including: (i) the validity of Stonefield's Cure Notice dated January 18, 2022, which identified specific SLO breaches and demanded cure within the contractually prescribed thirty-day period; (ii) whether VTS's breaches of the SLO thresholds were material, as Stonefield contends; (iii) whether VTS attempted in good faith to cure its performance deficiencies following receipt of the Cure Notice; and (iv) whether VTS's management was aware that its deliberate fleet redeployment decisions were the primary cause of the SLO failures. Each of these issues is central to the parties' competing claims and defenses.

Stonefield demands that Vantor provide a complete, verified, supplemental response to Interrogatory No. 18 identifying: (a) each internal assessment, report, dashboard, or other evaluation of VTS's SLO performance during Q3 and Q4 2021; (b) the individual or individuals who prepared, compiled, or reviewed each such assessment; (c) the conclusions reached in each assessment regarding VTS's performance and compliance status; and (d) any corrective actions considered, recommended, or implemented in response to the identified performance deficiencies.

II. Deficiencies in Vantor's Document Production

A. Failure to Produce Fleet Redeployment Records

Stonefield's First Request for Production, specifically Request Nos. 8, 12, and 15, sought documents relating to VTS's fleet management practices, equipment allocation processes, and any reassignment of tractors or trailers from Stonefield-dedicated service during the period from April 1, 2021 through March 4, 2022. These requests were broad enough to encompass the full range of fleet management documentation that a carrier of VTS's size would maintain.

In addition, following Stonefield's initial review of Vantor's production — which revealed the Milescu email referenced above and other indicia of deliberate fleet diversion — Stonefield served its Second Request for Production of Documents on May 5, 2023. The twelve requests in the Second RFP were specifically and narrowly targeted to address the gaps identified in the initial production. Request Nos. 1 through 5 sought the following categories of documents:

Request No. 1: All documents reflecting, relating to, or constituting decisions to reassign, redeploy, or reduce VTS fleet capacity dedicated to Stonefield freight during the period April 1, 2021 through March 4, 2022, including but not limited to memoranda, authorizations, approvals, directives, and communications among VTS management regarding any such decision.

Request No. 2: All communications between Sandra Milescu and Nikolai Vantorovich, or between either of them and any other VTS or Vantor employee, regarding SLG dedicated capacity, equipment allocation for SLG lanes, or the reassignment of equipment from SLG service, during the period July 1, 2021 through March 4, 2022.

Request No. 3: All documents identifying the customer account or accounts to which VTS redirected tractors and/or trailers previously dedicated to Stonefield lanes during the period April 1, 2021 through March 4, 2022, including contracts, rate confirmations, commitment letters, and correspondence.

Request No. 4: All VTS fleet allocation reports, dispatch logs, equipment tracking records, and driver assignment records from Q3 and Q4 2021, including any records maintained in VTS's transportation management system ("TMS") or fleet management software.

Request No. 5: All VTS contracts, agreements, rate confirmations, or other binding commitments with any third-party shipper or shippers to whom VTS redirected fleet assets that were previously dedicated to Stonefield service during the period April 1, 2021 through March 4, 2022.

Vantor's production to date — consisting of 28,914 documents — contains only a handful of fleet management documents and is conspicuously devoid of the categories specifically requested in both the First and Second RFPs. While the Milescu email (Bates No. VHC-008417) referencing the redeployment of 85 tractors was produced in Vantor's initial production, no supporting documentation has been produced. There are no fleet allocation records showing the status of equipment assignments before and after the redeployment. There are no dispatch logs reflecting the removal of tractors from Stonefield-dedicated lanes. There are no equipment tracking reports documenting where the diverted tractors were reassigned. There are no contracts, rate confirmations, or commitment letters with the shipper or shippers who received the redirected fleet capacity. And there are no additional communications among VTS management regarding the redeployment decision — even though such a decision, involving the reassignment of 85 tractors representing over 21% of the fleet committed to a major customer, would necessarily have generated substantial internal documentation and communication.

These documents plainly exist. VTS is a for-hire motor carrier operating approximately 650 owned tractors and 2,100 trailers across a nationwide network of dedicated and over-the-road freight services. A trucking operation of this scale necessarily maintains equipment allocation records, dispatch logs, driver assignment records, and fleet tracking data — typically through integrated transportation management systems and fleet management software platforms that generate and store such records electronically. The absence of these records from Vantor's production is not explained by any claim of non-existence; rather, it reflects either a failure to conduct a reasonable search for responsive documents or a deliberate decision to withhold them.

The relevance of these documents to the central issues in this case is beyond dispute. Stonefield's primary defense is that VTS committed a material breach of the TSA by unilaterally reducing its committed fleet capacity dedicated to Stonefield freight, in violation of Section 5.2(a) of the TSA, and that VTS's resulting SLO failures were self-inflicted — the product of VTS's own deliberate business decisions rather than any deficiency in Stonefield's volume tenders or freight patterns. Fleet redeployment records are the most direct evidence bearing on this defense, and Vantor's failure to produce them is both prejudicial and unjustifiable.

Stonefield demands the immediate production of all documents responsive to First RFP Request Nos. 8, 12, and 15, and Second RFP Request Nos. 1 through 5, that have not yet been produced.

B. Objections to Second Request for Production Are Without Merit

On May 19, 2023, Vantor served boilerplate objections to all twelve requests in Stonefield's Second Request for Production. The objections assert, in virtually identical language across all twelve requests, that the requests are "overbroad," "unduly burdensome," and seek documents that are "not relevant to the claims or defenses in this action." None of these objections has merit, and Stonefield addresses each in turn.

Overbreadth. Vantor's overbreadth objection is baseless. The Second RFP requests are narrowly tailored in all material respects. They are limited to a specific and confined time period — principally Q3 2021 through March 4, 2022, an approximately eight-month window. They are directed to a specific subject matter — the redeployment of fleet assets from Stonefield-dedicated lanes, a discrete category of business decisions. And they are focused on a limited universe of custodians — principally Sandra Milescu (COO), Nikolai Vantorovich (CEO), and VTS operations personnel responsible for fleet management and dispatch. These are not the hallmarks of an overbroad discovery request. To the contrary, they reflect precisely the kind of targeted, proportional discovery that the 2015 amendments to Rule 26 were designed to encourage.

Undue Burden. Vantor's undue burden objection is equally without foundation. Vantor is a substantial enterprise with approximately 1,900 employees that operates a fleet of 650 tractors and 2,100 trailers. A company of this size and sophistication necessarily maintains its fleet tracking data and dispatch records in electronic systems — typically a TMS platform such as TMW, McLeod, or a comparable enterprise solution — from which responsive documents can be identified and extracted through routine search and filtering functions. The burden of searching for and producing fleet allocation records and dispatch logs from a defined eight-month period is modest by any measure and well within the ordinary expectations of discovery in commercial litigation of this magnitude. Moreover, the burden of production must be weighed against the stakes of this litigation: Vantor seeks $95.4 million in damages. The proportionality analysis required by Rule 26(b)(1) weighs decisively in favor of requiring production.

Relevance. Vantor's relevance objection borders on frivolous. Fleet redeployment records go to the heart of multiple issues in this case, including but not limited to: (a) whether VTS committed a material breach of the TSA's equipment availability requirements under Section 5.2(a); (b) whether VTS's SLO failures in Q3 and Q4 2021 were caused by VTS's own deliberate fleet redeployment decisions rather than by any Stonefield volume shortfalls, as Vantor has alleged in its Complaint; (c) Stonefield's "first-to-breach" defense, which asserts that VTS's material breach of the TSA preceded and excused Stonefield's termination; and (d) the validity of Stonefield's termination for Cause under TSA Section 13.1(a), which authorized termination upon a material breach that remained uncured following the prescribed notice and cure period. It is difficult to conceive of a category of documents more directly relevant to the issues in this case than records showing that VTS deliberately stripped fleet capacity from Stonefield's dedicated service and reassigned it to another customer.

Finally, we note that the February 17, 2023 Case Management Order entered by Judge Calloway provides for discovery "consistent with the scope and limitations set forth in Federal Rule of Civil Procedure 26(b)(1)." The proportionality factors enumerated in Rule 26(b)(1) — the importance of the issues at stake, 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 — all weigh strongly in favor of compelling Vantor's production.

C. Financial Records and Mitigation Documentation

Request Nos. 22 and 24 of Stonefield's First Request for Production sought documents reflecting Vantor's and VTS's efforts to replace Stonefield freight volume following the March 4, 2022 termination of the TSA, as well as related financial records documenting the results of such efforts and any costs incurred in connection with mitigation activities.

Vantor's production in response to these requests is woefully deficient. Vantor produced only general corporate financial statements — consolidated income statements and balance sheets for fiscal years 2021 and 2022 — but no documents specifically relating to post-termination mitigation efforts. The production contains no requests for proposals issued to prospective customers seeking replacement freight volume. It contains no bid submissions or rate quotations submitted by VTS to potential new accounts. It contains no evidence of new contract negotiations undertaken in the wake of the Stonefield termination. There are no communications with freight brokers or third-party logistics providers regarding available freight capacity. There are no marketing materials or solicitation efforts directed at potential replacement customers. And there are no internal business development reports, pipeline analyses, or management presentations assessing VTS's post-termination commercial opportunities.

The significance of this gap is difficult to overstate. Vantor claims $18.7 million in lost profits as its primary damages category, along with $1.4 million in separately claimed mitigation costs. Under New York law, a party claiming breach of contract damages has an affirmative duty to take reasonable steps to mitigate its losses, and the breaching party is entitled to a reduction in damages to the extent that losses could have been avoided through reasonable mitigation. See Losei Realty Corp. v. City of New York, 254 N.Y. 41, 47 (1930). Stonefield is entitled to test both the reasonableness of Vantor's purported mitigation efforts and the adequacy of those efforts in light of prevailing market conditions. The complete absence of mitigation-related documents from Vantor's production makes it impossible for Stonefield to do so, and it creates an obvious and prejudicial informational asymmetry.

Stonefield demands production of all documents responsive to First RFP Request Nos. 22 and 24, including all documents reflecting any effort by Vantor and/or VTS to secure replacement freight volume, develop new customer relationships, or otherwise offset the revenue loss resulting from the termination of the TSA.

D. Communications with the Customer to Whom Fleet Was Redirected

As discussed above, Vantor's own documents — specifically the Milescu email at Bates No. VHC-008417 — establish that VTS pulled 85 tractors from Stonefield's dedicated lanes to "cover [redacted] commitments" for another customer. The identity of the customer or customers receiving the redirected fleet capacity is directly relevant to Stonefield's defenses, including its material breach and first-to-breach defenses, and to the question of whether VTS's breach of its fleet availability commitments was willful.

From Stonefield's review of Vantor's initial production, there are indications that VTS redirected tractors to a shipper identified by reference or abbreviation in certain other documents in the production. However, no contracts, rate confirmations, commitment letters, communications, or financial records relating to VTS's arrangement with that shipper or any other shipper to which fleet capacity was redirected have been produced. The redaction of the customer name in the Milescu email compounds the problem: Vantor has redacted a factual detail — the identity of a customer — on no stated privilege or protection basis, in a document that is itself plainly non-privileged (an internal business communication regarding operational fleet management decisions).

Stonefield demands full production of all contracts, agreements, communications, rate confirmations, and financial records relating to VTS's arrangements with any shipper or shippers to which VTS redirected fleet capacity from Stonefield-dedicated lanes during the period April 1, 2021 through March 4, 2022. Stonefield further demands that Vantor remove or justify the redaction of the customer name in VHC-008417 and in any other produced documents in which the identity of the receiving customer has been redacted.

III. Demand for Compliance

In light of the foregoing, Stonefield makes the following specific demands:

First, Stonefield demands that Vantor provide complete, verified, supplemental responses to Interrogatories Nos. 9, 14, and 18 — addressing all of the deficiencies identified in Section I of this letter — within fourteen (14) calendar days of this letter, i.e., by June 13, 2023.

Second, Stonefield demands that Vantor produce all documents responsive to Second Request for Production, Request Nos. 1 through 5, as well as all documents responsive to First RFP Request Nos. 8, 12, 15, 22, and 24 that were improperly withheld or not produced due to inadequate search efforts, within fourteen (14) calendar days of this letter, i.e., by June 13, 2023.

The urgency of these demands cannot be understated. The fact discovery deadline of September 29, 2023 is now approximately four months away, and further delay in Vantor's production will substantially prejudice Stonefield's ability to prepare for depositions, develop its defenses, and meet the deadlines established in the Case Management Order. Expert discovery is scheduled to close on January 12, 2024, and Stonefield's expert witnesses will need to review the documents and information demanded herein in order to prepare their reports and analyses.

Of particular and immediate concern, multiple depositions of key witnesses are scheduled for July 2023. Stonefield has noticed the depositions of, among others, Sandra Milescu, Chief Operating Officer of Vantor and VTS, and Derek Pruitt, Vice President of Business Development at VTS. Stonefield requires the fleet redeployment records, dispatch logs, and customer-related documents demanded herein well in advance of those depositions in order to conduct meaningful and effective examinations of these witnesses. Proceeding with depositions in the absence of these core documents would be inefficient, potentially necessitate re-depositions, and waste the resources of both parties and their counsel.

IV. Reservation of Rights and Notice of Intent to Seek Court Intervention

This letter constitutes a good-faith effort to meet and confer regarding the discovery deficiencies identified herein, as required by Federal Rule of Civil Procedure 37(a)(1) and Local Civil Rule 37.2 of the Southern District of New York. We take seriously our obligation to attempt to resolve discovery disputes without burdening the Court, and we are committed to engaging in a productive dialogue to that end.

To that end, we propose a telephonic meet-and-confer conference at your and your client's earliest convenience, but in no event later than Monday, June 5, 2023. Please let us know your availability, and we will accommodate your schedule to the extent possible.

However, please be advised that if Vantor fails to provide adequate supplemental interrogatory responses and complete document production by the dates specified above, or if the parties are unable to resolve the deficiencies identified in this letter through the meet-and-confer process, Stonefield will promptly seek relief from the Court. Such relief will include, without limitation, a motion to compel discovery under Federal Rule of Civil Procedure 37(a), together with a request for an award of the reasonable attorneys' fees and costs incurred in connection with any such motion, as provided by Federal Rule of Civil Procedure 37(a)(5).

Stonefield expressly reserves all of its rights and remedies under the Federal Rules of Civil Procedure, the Local Civil Rules of this Court, and applicable law, including without limitation the right to seek sanctions under Federal Rules of Civil Procedure 37(b) and (c) should Vantor's discovery conduct be found to be willful, and the right to seek appropriate adverse inference instructions or other remedial measures at trial.

We trust that these issues can be resolved cooperatively and without the need for judicial intervention. Please confirm receipt of this letter at your earliest convenience and provide a proposed date and time for a telephonic meet-and-confer conference.

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Patrick Gallagher Lead Associate Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Direct Dial: (212) 554-8147

Email: pgallagher@calderwoodharkness.com

cc (via email):

Samuel Eklund, Esq. — Calderwood & Harkness LLP Harrison Caldwell, Esq. — Caldwell Royce & Shapiro LLP Meredith Shapiro, Esq. — Caldwell Royce & Shapiro LLP Alina Petrov, Esq. — Caldwell Royce & Shapiro LLP

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166
Telephone: (212) 554-8000 Facsimile: (212) 554-8001
Patrick Gallagher Direct Dial: (212) 554-8147
Email: pgallagher@calderwoodharkness.com
May 30, 2023
Via ECF and Email (jwhitford@caldwellroyce.com)
Jason Whitford, Esq. Caldwell Royce & Shapiro LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006
Re: *Vantor Holdings Corp. v. Stonefield Logistics Group Inc.*, Case No. 22-cv-07841 (S.D.N.Y.) — Deficiencies in Plaintiff's discovery Responses and Document Production
Dear Mr. Whitford:
I write on behalf of Defendant Stonefield Logistics Group Inc. ("Stonefield" or "SLG") pursuant to Federal Rule of Civil Procedure 37(a)(1) and Local Civil Rule 37.2 of the United States District Court for the Southern District of New York, both of which require a good-faith effort to meet and confer before any party may file a discovery motion. As you are aware, the Honorable Margaret T. Calloway, U.S.D.J., entered a Case Management Order on February 17, 2023, setting a fact discovery deadline of September 29, 2023. With approximately four months remaining in that period, the deficiencies identified in this letter demand immediate attention.
The purpose of this letter is to identify specific and material deficiencies in Plaintiff Vantor Holdings Corp.'s ("Vantor") interrogatory responses and document production, and to demand that Vantor promptly supplement its responses and comply with its obligations under the Federal Rules of Civil Procedure. As detailed below, Vantor's responses are, in several critical respects, evasive, incomplete, and inconsistent with its own documents — and its document production fails to include entire categories of plainly responsive and highly relevant materials.
By way of background, on March 6, 2023, Stonefield served on Caldwell Royce & Shapiro LLP its First Set of Interrogatories (consisting of twenty-five interrogatories) and its First Request for Production of Documents (consisting of thirty-eight requests). On April 28, 2023, Vantor served its interrogatory responses and its initial document production, which consisted of 28,914 documents encompassing approximately 112,000 pages. Thereafter, on May 5, 2023, Stonefield served its Second Request for Production of Documents (consisting of twelve targeted requests), which were narrowly tailored in light of what Stonefield's review of the initial production had revealed. Vantor served boilerplate objections to those requests on May 19, 2023, without producing a single additional document.
Stonefield has now completed its initial review of Vantor's interrogatory responses and document production and has identified material deficiencies that must be remediated without further delay. The specific deficiencies are set forth below. We sincerely hope that the parties can resolve these issues cooperatively and without the necessity for court intervention. However, if Vantor fails to supplement its responses and production within a reasonable time frame, Stonefield will have no choice but to seek appropriate relief from the Court, including an award of the reasonable attorneys' fees and costs that Stonefield has been forced to incur in addressing these deficiencies.
I. Deficiencies in Vantor's Interrogatory Responses
A. Interrogatory No. 9 — Fleet Redeployment Decisions
Stonefield's Interrogatory No. 9 asked Vantor to identify and describe in detail all decisions made by Vantor Transport Services LLC ("VTS") — Vantor's wholly owned subsidiary and the operating entity under the relevant contract — to reassign, redeploy, or otherwise reduce the number of tractors and trailers dedicated to Stonefield freight under the Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Ref. No. SLG-VTS-2019-0315), during the period from April 1, 2021 through March 4, 2022. As you know, Section 5.2(a) of the TSA required VTS to maintain minimum fleet capacity of 400 tractors and 1,200 trailers available for Stonefield freight at all times during the term of the agreement. This minimum fleet commitment was a core obligation of the TSA and one of the principal inducements for Stonefield's entry into the contract. It is undisputed that by Q4 2021, VTS equipment availability had fallen to approximately 62% of committed fleet capacity — approximately 248 tractors available versus the 400-tractor commitment — a figure that fell dramatically below the 85% Service Level Obligation ("SLO") threshold established in Exhibit C to the TSA.
Vantor's response to Interrogatory No. 9 is evasive and non-responsive. Rather than identifying any specific fleet redeployment decisions, Vantor provided only a vague, general statement that "fleet management decisions were made in the ordinary course of business in response to evolving operational requirements and market conditions." This response fails to identify a single specific decision, the date on which any such decision was made, the individual or individuals who made or authorized each decision, the number of tractors or trailers reassigned, or the customer accounts or freight commitments to which the equipment was redirected. The response is precisely the type of evasive answer that Rule 33(b)(4) and case law in this District treat as a failure to answer. See, e.g., Sec. & Exch. Comm'n v. Strauss, No. 09-cv-4150 (S.D.N.Y. 2011) (holding that vague, general interrogatory responses that fail to provide the specific information requested are insufficient as a matter of law).
Moreover, documents already obtained from Vantor's own initial production directly undermine this vague response and demonstrate that the information requested plainly exists. Specifically, a November 12, 2021 internal email from Sandra Milescu, Chief Operating Officer of Vantor and VTS, to Nikolai Vantorovich, Chief Executive Officer of Vantor, states in pertinent part:
"We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."
(Bates No. VHC-008417.) This email demonstrates that VTS made a deliberate, documented decision to redeploy no fewer than 85 tractors from Stonefield-dedicated lanes to serve another customer's freight commitments — a decision that was authorized at the highest levels of VTS's and Vantor's management. Yet Vantor's interrogatory response fails to disclose this decision or any other fleet redeployment decision during the relevant period. The suggestion that "fleet management decisions were made in the ordinary course of business" is, at best, misleading and, at worst, a deliberate attempt to conceal the very conduct that lies at the center of this case.
Stonefield demands that Vantor provide a complete, verified, supplemental response to Interrogatory No. 9 identifying, at a minimum, the following information with respect to each fleet redeployment decision during the period April 1, 2021 through March 4, 2022:
(a) A description of each fleet redeployment decision, including the nature and scope of the reassignment;
(b) The date on which each decision was made;
(c) The individual or individuals who authorized or approved each decision;
(d) The number of tractors and/or trailers affected by each decision;
(e) The customer account or accounts to which the affected equipment was redirected; and
(f) Whether and when Stonefield was notified of each reassignment, and the manner and substance of any such notification.
B. Interrogatory No. 14 — Mitigation Efforts
Stonefield's Interrogatory No. 14 asked Vantor to describe in detail all efforts undertaken by Vantor and/or VTS to mitigate damages following Stonefield's termination of the TSA on March 4, 2022, including but not limited to efforts to secure replacement freight volume, new customer contracts, and alternative revenue sources. The duty to mitigate is, of course, a fundamental principle of New York contract law, and Vantor's compliance with that duty is directly at issue in this litigation.
Vantor's response to Interrogatory No. 14 is entirely inadequate. Vantor stated only that it "undertook commercially reasonable efforts to mitigate damages following Stonefield's wrongful termination of the TSA" and that it "sought replacement business through its existing commercial channels." This response does not identify a single specific mitigation effort. It does not name any prospective customer that VTS contacted. It does not describe any contract that VTS negotiated or entered into as replacement business. It does not identify any freight volume obtained from any alternative source. It does not quantify any revenue generated from mitigation activities. And it does not describe the specific steps taken by any individual at Vantor or VTS to replace the Stonefield business.
This deficiency is particularly significant in light of prevailing market conditions. It is well documented — and subject to judicial notice from publicly available freight market indices — that the freight market in Q1 and Q2 of 2022 was exceptionally robust. Spot rates during that period were elevated approximately 35% above historical averages, and freight capacity was in high demand across virtually all sectors. Under these market conditions, replacement freight volume should have been readily available to a carrier of VTS's size and operational footprint. Vantor's refusal to identify even one specific mitigation effort raises serious questions about whether any meaningful mitigation was undertaken at all.
The inadequacy of Vantor's response is further underscored by its own damages claim. Vantor claims $1,400,000 in "mitigation costs" as a discrete component of its $95.4 million damages claim. Yet Vantor apparently cannot — or will not — identify what mitigation it actually performed that purportedly generated those costs. If Vantor expended $1.4 million on mitigation, there necessarily exist records documenting those expenditures and the activities they relate to. Vantor's failure to provide substantive responses to this interrogatory is inexcusable.
Under New York law, Vantor bears the burden of proving that it took reasonable steps to mitigate its damages. See Wilmot v. State, 32 N.Y.2d 164, 169 (1973); Vireo Trust Bank v. Marlowe Commerce Bank Asset Capital Corp., 424 F.3d 195, 208 (2d Cir. 2005). Vantor's failure to provide substantive interrogatory responses on this topic not only undermines Vantor's ability to carry its own burden but also substantially prejudices Stonefield's ability to develop its mitigation defense — a defense that is central to this case given the magnitude of Vantor's claimed damages.
Stonefield demands that Vantor provide a complete, verified, supplemental response to Interrogatory No. 14 identifying, at a minimum:
(a) Each specific mitigation effort undertaken by Vantor and/or VTS following the termination of the TSA;
(b) The dates and nature of each mitigation effort;
(c) The individual or individuals at Vantor and/or VTS responsible for each effort;
(d) The names of all prospective customers contacted in connection with efforts to secure replacement freight volume;
(e) Any contracts entered into by Vantor and/or VTS as replacement business, including the identity of the counterparty, the date of execution, and the material terms;
(f) The revenue generated or freight volume obtained from each mitigation effort; and
(g) The factual and documentary basis for Vantor's claim of $1,400,000 in mitigation costs, including an itemized description of each cost component and the supporting documentation.
C. Interrogatory No. 18 — Vantor's Internal Assessment of SLO Performance
Stonefield's Interrogatory No. 18 asked Vantor to describe its internal assessment of VTS's performance against the Service Level Obligations set forth in the TSA during Q3 and Q4 2021, including any reports, dashboards, metrics, or other tools maintained by VTS or Vantor to track, evaluate, or report on VTS's compliance with its SLO commitments.
Vantor's response to this interrogatory acknowledged, in general terms, that VTS maintained "internal performance tracking mechanisms consistent with industry practice" but failed to identify any specific internal assessments, reports, dashboards, or communications evaluating VTS's declining performance during the critical Q3 and Q4 2021 period. Vantor did not identify who prepared or reviewed such materials, what conclusions were reached, or what corrective actions, if any, were considered or implemented.
The relevance of this information cannot be overstated. VTS's performance in Q4 2021 fell below all five SLO thresholds established in Exhibit C to the TSA:
• On-Time Pickup Rate: 78.2% (versus the 95% SLO threshold);
• On-Time Delivery Rate: 81.6% (versus the 93% SLO threshold);
• Tender Acceptance Rate: 71.4% (versus the 90% SLO threshold);
• Equipment Availability: approximately 62% (versus the 85% SLO threshold); and
• Cargo Claims Ratio: 1.07% (versus the ≤0.5% SLO threshold), based on sixteen documented cargo claims filed in November and December 2021 alone, totaling $387,400 in claimed losses.
VTS's failure across every one of these performance metrics was not marginal — it was dramatic. A carrier operating at these levels would, as a matter of course, be closely monitoring its performance, identifying the causes of deterioration, and reporting to management on the risks associated with continued non-compliance. The notion that VTS did not internally assess or analyze its own SLO performance during this period strains credulity.
Vantor's awareness (or lack thereof) of VTS's performance failures is directly relevant to multiple issues in this case, including: (i) the validity of Stonefield's Cure Notice dated January 18, 2022, which identified specific SLO breaches and demanded cure within the contractually prescribed thirty-day period; (ii) whether VTS's breaches of the SLO thresholds were material, as Stonefield contends; (iii) whether VTS attempted in good faith to cure its performance deficiencies following receipt of the Cure Notice; and (iv) whether VTS's management was aware that its deliberate fleet redeployment decisions were the primary cause of the SLO failures. Each of these issues is central to the parties' competing claims and defenses.
Stonefield demands that Vantor provide a complete, verified, supplemental response to Interrogatory No. 18 identifying: (a) each internal assessment, report, dashboard, or other evaluation of VTS's SLO performance during Q3 and Q4 2021; (b) the individual or individuals who prepared, compiled, or reviewed each such assessment; (c) the conclusions reached in each assessment regarding VTS's performance and compliance status; and (d) any corrective actions considered, recommended, or implemented in response to the identified performance deficiencies.
II. Deficiencies in Vantor's Document Production
A. Failure to Produce Fleet Redeployment Records
Stonefield's First Request for Production, specifically Request Nos. 8, 12, and 15, sought documents relating to VTS's fleet management practices, equipment allocation processes, and any reassignment of tractors or trailers from Stonefield-dedicated service during the period from April 1, 2021 through March 4, 2022. These requests were broad enough to encompass the full range of fleet management documentation that a carrier of VTS's size would maintain.
In addition, following Stonefield's initial review of Vantor's production — which revealed the Milescu email referenced above and other indicia of deliberate fleet diversion — Stonefield served its Second Request for Production of Documents on May 5, 2023. The twelve requests in the Second RFP were specifically and narrowly targeted to address the gaps identified in the initial production. Request Nos. 1 through 5 sought the following categories of documents:
Request No. 1: All documents reflecting, relating to, or constituting decisions to reassign, redeploy, or reduce VTS fleet capacity dedicated to Stonefield freight during the period April 1, 2021 through March 4, 2022, including but not limited to memoranda, authorizations, approvals, directives, and communications among VTS management regarding any such decision.
Request No. 2: All communications between Sandra Milescu and Nikolai Vantorovich, or between either of them and any other VTS or Vantor employee, regarding SLG dedicated capacity, equipment allocation for SLG lanes, or the reassignment of equipment from SLG service, during the period July 1, 2021 through March 4, 2022.
Request No. 3: All documents identifying the customer account or accounts to which VTS redirected tractors and/or trailers previously dedicated to Stonefield lanes during the period April 1, 2021 through March 4, 2022, including contracts, rate confirmations, commitment letters, and correspondence.
Request No. 4: All VTS fleet allocation reports, dispatch logs, equipment tracking records, and driver assignment records from Q3 and Q4 2021, including any records maintained in VTS's transportation management system ("TMS") or fleet management software.
Request No. 5: All VTS contracts, agreements, rate confirmations, or other binding commitments with any third-party shipper or shippers to whom VTS redirected fleet assets that were previously dedicated to Stonefield service during the period April 1, 2021 through March 4, 2022.
Vantor's production to date — consisting of 28,914 documents — contains only a handful of fleet management documents and is conspicuously devoid of the categories specifically requested in both the First and Second RFPs. While the Milescu email (Bates No. VHC-008417) referencing the redeployment of 85 tractors was produced in Vantor's initial production, no supporting documentation has been produced. There are no fleet allocation records showing the status of equipment assignments before and after the redeployment. There are no dispatch logs reflecting the removal of tractors from Stonefield-dedicated lanes. There are no equipment tracking reports documenting where the diverted tractors were reassigned. There are no contracts, rate confirmations, or commitment letters with the shipper or shippers who received the redirected fleet capacity. And there are no additional communications among VTS management regarding the redeployment decision — even though such a decision, involving the reassignment of 85 tractors representing over 21% of the fleet committed to a major customer, would necessarily have generated substantial internal documentation and communication.
These documents plainly exist. VTS is a for-hire motor carrier operating approximately 650 owned tractors and 2,100 trailers across a nationwide network of dedicated and over-the-road freight services. A trucking operation of this scale necessarily maintains equipment allocation records, dispatch logs, driver assignment records, and fleet tracking data — typically through integrated transportation management systems and fleet management software platforms that generate and store such records electronically. The absence of these records from Vantor's production is not explained by any claim of non-existence; rather, it reflects either a failure to conduct a reasonable search for responsive documents or a deliberate decision to withhold them.
The relevance of these documents to the central issues in this case is beyond dispute. Stonefield's primary defense is that VTS committed a material breach of the TSA by unilaterally reducing its committed fleet capacity dedicated to Stonefield freight, in violation of Section 5.2(a) of the TSA, and that VTS's resulting SLO failures were self-inflicted — the product of VTS's own deliberate business decisions rather than any deficiency in Stonefield's volume tenders or freight patterns. Fleet redeployment records are the most direct evidence bearing on this defense, and Vantor's failure to produce them is both prejudicial and unjustifiable.
Stonefield demands the immediate production of all documents responsive to First RFP Request Nos. 8, 12, and 15, and Second RFP Request Nos. 1 through 5, that have not yet been produced.
B. Objections to Second Request for Production Are Without Merit
On May 19, 2023, Vantor served boilerplate objections to all twelve requests in Stonefield's Second Request for Production. The objections assert, in virtually identical language across all twelve requests, that the requests are "overbroad," "unduly burdensome," and seek documents that are "not relevant to the claims or defenses in this action." None of these objections has merit, and Stonefield addresses each in turn.
Overbreadth. Vantor's overbreadth objection is baseless. The Second RFP requests are narrowly tailored in all material respects. They are limited to a specific and confined time period — principally Q3 2021 through March 4, 2022, an approximately eight-month window. They are directed to a specific subject matter — the redeployment of fleet assets from Stonefield-dedicated lanes, a discrete category of business decisions. And they are focused on a limited universe of custodians — principally Sandra Milescu (COO), Nikolai Vantorovich (CEO), and VTS operations personnel responsible for fleet management and dispatch. These are not the hallmarks of an overbroad discovery request. To the contrary, they reflect precisely the kind of targeted, proportional discovery that the 2015 amendments to Rule 26 were designed to encourage.
Undue Burden. Vantor's undue burden objection is equally without foundation. Vantor is a substantial enterprise with approximately 1,900 employees that operates a fleet of 650 tractors and 2,100 trailers. A company of this size and sophistication necessarily maintains its fleet tracking data and dispatch records in electronic systems — typically a TMS platform such as TMW, McLeod, or a comparable enterprise solution — from which responsive documents can be identified and extracted through routine search and filtering functions. The burden of searching for and producing fleet allocation records and dispatch logs from a defined eight-month period is modest by any measure and well within the ordinary expectations of discovery in commercial litigation of this magnitude. Moreover, the burden of production must be weighed against the stakes of this litigation: Vantor seeks $95.4 million in damages. The proportionality analysis required by Rule 26(b)(1) weighs decisively in favor of requiring production.
Relevance. Vantor's relevance objection borders on frivolous. Fleet redeployment records go to the heart of multiple issues in this case, including but not limited to: (a) whether VTS committed a material breach of the TSA's equipment availability requirements under Section 5.2(a); (b) whether VTS's SLO failures in Q3 and Q4 2021 were caused by VTS's own deliberate fleet redeployment decisions rather than by any Stonefield volume shortfalls, as Vantor has alleged in its Complaint; (c) Stonefield's "first-to-breach" defense, which asserts that VTS's material breach of the TSA preceded and excused Stonefield's termination; and (d) the validity of Stonefield's termination for Cause under TSA Section 13.1(a), which authorized termination upon a material breach that remained uncured following the prescribed notice and cure period. It is difficult to conceive of a category of documents more directly relevant to the issues in this case than records showing that VTS deliberately stripped fleet capacity from Stonefield's dedicated service and reassigned it to another customer.
Finally, we note that the February 17, 2023 Case Management Order entered by Judge Calloway provides for discovery "consistent with the scope and limitations set forth in Federal Rule of Civil Procedure 26(b)(1)." The proportionality factors enumerated in Rule 26(b)(1) — the importance of the issues at stake, 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 — all weigh strongly in favor of compelling Vantor's production.
C. Financial Records and Mitigation Documentation
Request Nos. 22 and 24 of Stonefield's First Request for Production sought documents reflecting Vantor's and VTS's efforts to replace Stonefield freight volume following the March 4, 2022 termination of the TSA, as well as related financial records documenting the results of such efforts and any costs incurred in connection with mitigation activities.
Vantor's production in response to these requests is woefully deficient. Vantor produced only general corporate financial statements — consolidated income statements and balance sheets for fiscal years 2021 and 2022 — but no documents specifically relating to post-termination mitigation efforts. The production contains no requests for proposals issued to prospective customers seeking replacement freight volume. It contains no bid submissions or rate quotations submitted by VTS to potential new accounts. It contains no evidence of new contract negotiations undertaken in the wake of the Stonefield termination. There are no communications with freight brokers or third-party logistics providers regarding available freight capacity. There are no marketing materials or solicitation efforts directed at potential replacement customers. And there are no internal business development reports, pipeline analyses, or management presentations assessing VTS's post-termination commercial opportunities.
The significance of this gap is difficult to overstate. Vantor claims $18.7 million in lost profits as its primary damages category, along with $1.4 million in separately claimed mitigation costs. Under New York law, a party claiming breach of contract damages has an affirmative duty to take reasonable steps to mitigate its losses, and the breaching party is entitled to a reduction in damages to the extent that losses could have been avoided through reasonable mitigation. See Losei Realty Corp. v. City of New York, 254 N.Y. 41, 47 (1930). Stonefield is entitled to test both the reasonableness of Vantor's purported mitigation efforts and the adequacy of those efforts in light of prevailing market conditions. The complete absence of mitigation-related documents from Vantor's production makes it impossible for Stonefield to do so, and it creates an obvious and prejudicial informational asymmetry.
Stonefield demands production of all documents responsive to First RFP Request Nos. 22 and 24, including all documents reflecting any effort by Vantor and/or VTS to secure replacement freight volume, develop new customer relationships, or otherwise offset the revenue loss resulting from the termination of the TSA.
D. Communications with the Customer to Whom Fleet Was Redirected
As discussed above, Vantor's own documents — specifically the Milescu email at Bates No. VHC-008417 — establish that VTS pulled 85 tractors from Stonefield's dedicated lanes to "cover [redacted] commitments" for another customer. The identity of the customer or customers receiving the redirected fleet capacity is directly relevant to Stonefield's defenses, including its material breach and first-to-breach defenses, and to the question of whether VTS's breach of its fleet availability commitments was willful.
From Stonefield's review of Vantor's initial production, there are indications that VTS redirected tractors to a shipper identified by reference or abbreviation in certain other documents in the production. However, no contracts, rate confirmations, commitment letters, communications, or financial records relating to VTS's arrangement with that shipper or any other shipper to which fleet capacity was redirected have been produced. The redaction of the customer name in the Milescu email compounds the problem: Vantor has redacted a factual detail — the identity of a customer — on no stated privilege or protection basis, in a document that is itself plainly non-privileged (an internal business communication regarding operational fleet management decisions).
Stonefield demands full production of all contracts, agreements, communications, rate confirmations, and financial records relating to VTS's arrangements with any shipper or shippers to which VTS redirected fleet capacity from Stonefield-dedicated lanes during the period April 1, 2021 through March 4, 2022. Stonefield further demands that Vantor remove or justify the redaction of the customer name in VHC-008417 and in any other produced documents in which the identity of the receiving customer has been redacted.
III. Demand for Compliance
In light of the foregoing, Stonefield makes the following specific demands:
First, Stonefield demands that Vantor provide complete, verified, supplemental responses to Interrogatories Nos. 9, 14, and 18 — addressing all of the deficiencies identified in Section I of this letter — within fourteen (14) calendar days of this letter, i.e., by June 13, 2023.
Second, Stonefield demands that Vantor produce all documents responsive to Second Request for Production, Request Nos. 1 through 5, as well as all documents responsive to First RFP Request Nos. 8, 12, 15, 22, and 24 that were improperly withheld or not produced due to inadequate search efforts, within fourteen (14) calendar days of this letter, i.e., by June 13, 2023.
The urgency of these demands cannot be understated. The fact discovery deadline of September 29, 2023 is now approximately four months away, and further delay in Vantor's production will substantially prejudice Stonefield's ability to prepare for depositions, develop its defenses, and meet the deadlines established in the Case Management Order. Expert discovery is scheduled to close on January 12, 2024, and Stonefield's expert witnesses will need to review the documents and information demanded herein in order to prepare their reports and analyses.
Of particular and immediate concern, multiple depositions of key witnesses are scheduled for July 2023. Stonefield has noticed the depositions of, among others, Sandra Milescu, Chief Operating Officer of Vantor and VTS, and Derek Pruitt, Vice President of Business Development at VTS. Stonefield requires the fleet redeployment records, dispatch logs, and customer-related documents demanded herein well in advance of those depositions in order to conduct meaningful and effective examinations of these witnesses. Proceeding with depositions in the absence of these core documents would be inefficient, potentially necessitate re-depositions, and waste the resources of both parties and their counsel.
IV. Reservation of Rights and Notice of Intent to Seek Court Intervention
This letter constitutes a good-faith effort to meet and confer regarding the discovery deficiencies identified herein, as required by Federal Rule of Civil Procedure 37(a)(1) and Local Civil Rule 37.2 of the Southern District of New York. We take seriously our obligation to attempt to resolve discovery disputes without burdening the Court, and we are committed to engaging in a productive dialogue to that end.
To that end, we propose a telephonic meet-and-confer conference at your and your client's earliest convenience, but in no event later than Monday, June 5, 2023. Please let us know your availability, and we will accommodate your schedule to the extent possible.
However, please be advised that if Vantor fails to provide adequate supplemental interrogatory responses and complete document production by the dates specified above, or if the parties are unable to resolve the deficiencies identified in this letter through the meet-and-confer process, Stonefield will promptly seek relief from the Court. Such relief will include, without limitation, a motion to compel discovery under Federal Rule of Civil Procedure 37(a), together with a request for an award of the reasonable attorneys' fees and costs incurred in connection with any such motion, as provided by Federal Rule of Civil Procedure 37(a)(5).
Stonefield expressly reserves all of its rights and remedies under the Federal Rules of Civil Procedure, the Local Civil Rules of this Court, and applicable law, including without limitation the right to seek sanctions under Federal Rules of Civil Procedure 37(b) and (c) should Vantor's discovery conduct be found to be willful, and the right to seek appropriate adverse inference instructions or other remedial measures at trial.
We trust that these issues can be resolved cooperatively and without the need for judicial intervention. Please confirm receipt of this letter at your earliest convenience and provide a proposed date and time for a telephonic meet-and-confer conference.
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Patrick Gallagher Lead Associate Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166 Direct Dial: (212) 554-8147
Email: pgallagher@calderwoodharkness.com
cc (via email):
Samuel Eklund, Esq. — Calderwood & Harkness LLP Harrison Caldwell, Esq. — Caldwell Royce & Shapiro LLP Meredith Shapiro, Esq. — Caldwell Royce & Shapiro LLP Alina Petrov, Esq. — Caldwell Royce & Shapiro LLP

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166

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