UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS TO PLAINTIFF VANTOR HOLDINGS CORP.
March 6, 2023
Patrick Gallagher Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, New York 10166
VIA CM/ECF AND EMAIL
Harrison Caldwell, Esq. 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.) — Defendant's First Request for Production of Documents
Dear Messrs. Caldwell and Whitford:
Defendant Stonefield Logistics Group Inc. ("Stonefield" or "Defendant"), by and through its attorneys, Calderwood & Harkness LLP, hereby requests that Plaintiff Vantor Holdings Corp. ("Vantor" or "Plaintiff"), pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure and the Case Management Order entered by the Court on February 17, 2023 (Dkt. No. 34), produce the documents and electronically stored information ("ESI") described below for inspection and copying at a mutually agreed-upon location or via electronic production in accordance with the specifications set forth herein, within thirty (30) days of service of these requests, or at such other time as the parties may agree or the Court may direct.
These requests are propounded without prejudice to, and without waiver of, Defendant's right to propound additional requests for production, interrogatories, requests for admission, or other discovery in accordance with the Federal Rules of Civil Procedure, the Local Civil Rules of this Court, and any orders entered by the Court in this action.
DEFINITIONS
As used in these Requests for Production, the following terms shall have the meanings set forth below. To the extent any definition herein is narrower than the meaning ascribed to such term under the Federal Rules of Civil Procedure, the broader meaning shall control.
1. "Agreement" or "TSA" means the Transportation Services Agreement dated March 15, 2019, bearing reference number SLG-VTS-2019-0315, entered into between Stonefield Logistics Group Inc. (in its capacity as "Shipper-Broker") and Vantor Transport Services LLC (in its capacity as "Carrier-Provider"), including all schedules, exhibits, appendices, amendments, modifications, addenda, supplements, side letters, change orders, and any other documents incorporated therein by reference or otherwise forming a part of the contractual arrangement between the parties.
2. "Vantor" means Vantor Holdings Corp., a New York corporation with its principal place of business at 580 Eighth Avenue, 14th Floor, New York, New York 10018, and includes its present and former officers, directors, employees, agents, representatives, predecessors, successors, assigns, subsidiaries, affiliates, divisions, and all persons or entities acting or purporting to act on its behalf.
3. "VTS" means Vantor Transport Services LLC, a New York limited liability company and wholly owned subsidiary of Vantor Holdings Corp., and includes its present and former members, managers, officers, employees, agents, representatives, predecessors, successors, assigns, and all persons or entities acting or purporting to act on its behalf.
4. "Stonefield" or "SLG" means Stonefield Logistics Group Inc., a Delaware corporation with its principal place of business at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102, and includes its present and former officers, directors, employees, agents, representatives, predecessors, successors, and assigns.
5. "Document" or "Documents" shall be construed to have the broadest meaning permitted under Federal Rule of Civil Procedure 34(a) and shall include all writings, drawings, graphs, charts, photographs, sound recordings, images, electronically stored information, and other data or data compilations — stored in any medium from which information can be obtained either directly or, if necessary, after translation by the responding party into a reasonably usable form — including but not limited to: correspondence (including electronic mail and text messages); memoranda; reports; notes; agendas; minutes; calendars; diaries; logs; summaries; contracts; agreements; invoices; purchase orders; bills of lading; delivery receipts; financial records; accounting records; spreadsheets; databases; presentations; slide decks; drafts; metadata; instant messages; social media posts and direct messages; voicemail recordings and transcriptions; video recordings; and any other tangible thing or electronically stored information, regardless of the medium in which it is stored, maintained, or archived.
6. "Communication" or "Communications" means every manner or means of disclosure, transfer, or exchange of information, whether oral or written, formal or informal, including but not limited to: face-to-face conversations; telephone calls; voicemails; video conferences; electronic mail messages; text messages (including SMS and MMS); instant messages (including messages sent via Northgate Data Systems, Meridian Solutions, Meridian Services Inc., signal, or any similar application); letters; facsimile transmissions; memoranda; and any other form of transmission of information between two or more persons.
7. "You" or "Your" means Vantor Holdings Corp. and/or Vantor Transport Services LLC, individually and collectively, and includes all persons identified in the definition of "Vantor" and "VTS" above.
8. "Person" means any natural person, corporation, partnership, limited liability company, joint venture, association, trust, estate, unincorporated organization, governmental body or agency, political subdivision, or any other legal entity, and includes the plural as well as the singular.
9. "Relevant Period" means the period from January 1, 2018 through the date on which production is made pursuant to these requests, unless otherwise specified in an individual request. Where an individual request specifies a different time period, the time period specified in that request shall control.
10. "Concerning," "Relating to," or "Regarding" means referring to, reflecting, describing, evidencing, constituting, containing, embodying, mentioning, identifying, pertaining to, discussing, analyzing, commenting upon, summarizing, recording, setting forth, or otherwise involving, directly or indirectly, in whole or in part, in any way.
11. "SLO" or "Service Level Obligation" means the service level requirements, benchmarks, and performance standards set forth in the TSA or any schedule or exhibit thereto, including but not limited to: on-time pickup rate; on-time delivery rate; cargo claims ratio; tender acceptance rate; equipment availability compliance; and any other quantitative or qualitative performance metric specified in the TSA.
12. "Termination" means the termination of the TSA by Stonefield as communicated in the written notice dated March 4, 2022, from Tobias Wren, General Counsel of Stonefield Logistics Group Inc., to Vantor Holdings Corp. and Vantor Transport Services LLC, and includes all events and circumstances leading to, surrounding, and following such termination.
13. "Cure Notice" means the written Cure Notice dated January 18, 2022, from Raymond Hess, Director of Contract Compliance at Stonefield Logistics Group Inc., to Sandra Milescu, Chief Operating Officer of Vantor Transport Services LLC, identifying alleged material breaches of the TSA by VTS and providing notice of such breaches in accordance with the provisions of the TSA.
14. "Amended Complaint" means the Amended Complaint filed by Vantor in this action on December 2, 2022 (Dkt. No. 24), together with all exhibits attached thereto.
15. Named Individuals. Certain individuals are referenced by name throughout these requests. For purposes of clarity and identification, the following individuals and their respective titles and affiliations are identified:
(a) Nikolai Vantorovich — Chief Executive Officer and Founder, Vantor Holdings Corp.
(b) Gregory Fielding — Chief Financial Officer, Vantor Holdings Corp.
(c) Sandra Milescu — Chief Operating Officer, Vantor Holdings Corp. and Vantor Transport Services LLC.
(d) Derek Pruitt — Vice President, Business Development, Vantor Holdings Corp.
(e) Marcus Denton — Chief Executive Officer, Stonefield Logistics Group Inc.
(f) Tobias Wren — General Counsel, Stonefield Logistics Group Inc.
(g) Janet Kirkwood — Vice President, Carrier Relations, Stonefield Logistics Group Inc.
(h) Raymond Hess — Director, Contract Compliance, Stonefield Logistics Group Inc.
(i) Carlos Medina — Senior Vice President, Operations, Stonefield Logistics Group Inc.
The identification of these individuals is not intended to limit the scope of any request; rather, these individuals are identified for ease of reference and to assist Plaintiff in identifying potentially responsive documents and custodians.
INSTRUCTIONS
The following instructions apply to each of the requests set forth below. In the event of any inconsistency between these general instructions and a specific request, the specific request shall control.
A. Scope of Production. These requests encompass all documents in the possession, custody, or control of Vantor, VTS, and their present and former officers, directors, employees, agents, attorneys (to the extent not protected by a valid claim of privilege), consultants, accountants, auditors, financial advisors, and any other persons or entities acting on their behalf or at their direction. A document is deemed to be in the "possession, custody, or control" of Vantor or VTS if Vantor or VTS has the legal right or practical ability to obtain the document from a third party, including but not limited to any subsidiary, affiliate, agent, attorney, accountant, consultant, or other representative.
B. Time Period. Unless otherwise stated in an individual request, the Relevant Period for each request is January 1, 2018 through the date on which production is made. Where a request specifies a different or more limited time period, that specified period shall apply to that request.
C. Form of Production. Documents shall be produced in the form or forms in which they are kept in the ordinary course of business or, for electronically stored information, in a form or forms that are reasonably usable, in accordance with Federal Rule of Civil Procedure 34(b)(2)(E). The following specifications shall apply:
(i) All documents shall be Bates-numbered sequentially (e.g., VANTOR-000001) and produced in a manner that preserves the organizational structure in which they were maintained (i.e., documents within the same folder, file, or custodian collection should be produced together or with identifying information sufficient to reconstruct such organization).
(ii) All electronically stored information shall be produced with all associated metadata intact, including but not limited to author, date created, date last modified, date sent, sender, recipients (including "To," "CC," and "BCC" fields), subject line, file name, file path, and custodian.
(iii) Native files shall be produced for spreadsheets (including Ashbury Holdings Excel files and Stonefield Services Inc.), databases, and presentations (including Ashbury Holdings Northgate Services Inc. files), together with a corresponding Bates-numbered placeholder or slip sheet in the image-based production set.
(iv) Email messages shall be produced in a format that preserves parent-child relationships (i.e., attachments should be produced with their associated email messages and identified as such).
(v) Documents shall be produced on a rolling basis as they become available, and in any event the initial production shall be completed within thirty (30) days of service of these requests.
D. Privilege Log. To the extent any document responsive to these requests is withheld, in whole or in part, on the basis of a claim of attorney-client privilege, work product protection, or any other privilege or immunity from discovery, Plaintiff shall prepare and serve a privilege log in accordance with Federal Rule of Civil Procedure 26(b)(5)(A) and the Case Management Order entered February 17, 2023. The privilege log shall identify each withheld document with sufficient detail to enable Defendant and the Court to assess the validity of the claimed privilege, including at a minimum: (i) the date of the document or communication; (ii) the author or sender; (iii) all recipients (including "To," "CC," and "BCC" recipients); (iv) the general subject matter of the document (described with sufficient specificity to permit assessment of the privilege claim without revealing privileged content); (v) the type of document (e.g., email, memorandum, letter); (vi) the number of pages; and (vii) the specific privilege or protection asserted (e.g., attorney-client privilege, attorney work product — fact, attorney work product — opinion). The privilege log shall be served concurrently with the document production or within ten (10) days thereafter, unless otherwise agreed by the parties or ordered by the Court.
E. Continuing Obligation. These requests for production are continuing in nature. Pursuant to Federal Rule of Civil Procedure 26(e), Plaintiff is obligated to supplement or correct its responses in a timely manner if Plaintiff learns that the response is in some material respect incomplete or incorrect, and if the additional or corrective information has not otherwise been made known to Defendant during the discovery process or in writing.
F. Objections. If Plaintiff objects to any request or any part thereof, Plaintiff shall state the specific grounds for such objection with particularity and shall produce all non-objectionable documents that are responsive to the remainder of the request. A general or blanket objection, without more, shall not be deemed a sufficient response. Any objection to a particular request shall not excuse Plaintiff from its obligation to produce all documents responsive to the portions of the request to which no objection is made.
G. FRE 502(d) Order. The parties' Stipulation and Order Regarding Inadvertent Production of Privileged Materials, entered by the Court on February 17, 2023, pursuant to Federal Rule of Evidence 502(d) (Dkt. No. 34, ¶¶ 14–17), governs any inadvertent production of documents or information protected by the attorney-client privilege or the work product doctrine. The protections afforded by that order shall apply to all productions made in response to these requests.
REQUESTS FOR PRODUCTION
REQUEST NO. 1 — The TSA and All Related Agreements
All documents constituting, comprising, or relating to the Transportation Services Agreement dated March 15, 2019, bearing reference number SLG-VTS-2019-0315, between Stonefield Logistics Group Inc. (as Shipper-Broker) and Vantor Transport Services LLC (as Carrier-Provider), including but not limited to:
(a) The fully executed TSA, with all signature pages;
(b) All schedules and exhibits to the TSA, including but not limited to Schedule A (Scope of Services), Schedule B (Rate Structure), Schedule C (Exclusivity / Primary Lanes and Secondary Lanes Designations), and any additional schedules or exhibits referenced in the TSA;
(c) All amendments, modifications, addenda, supplements, side letters, change orders, or other written instruments purporting to modify, amend, or supplement any term or condition of the TSA;
(d) All drafts of the TSA and its schedules, exhibits, amendments, and addenda exchanged between the parties or their counsel during the negotiation of the TSA;
(e) All redline or markup versions of the TSA reflecting changes proposed by either party during negotiation;
(f) All term sheets, letters of intent, memoranda of understanding, or other preliminary agreements relating to the TSA; and
(g) All documents relating to the negotiation, execution, interpretation, or administration of the TSA.
REQUEST NO. 2 — Pre-Contractual Communications and Negotiations
All documents and communications between Vantor, VTS, and/or their representatives (including any attorneys, brokers, consultants, or other agents) and Stonefield and/or its representatives (including Ashford Meridian LLP or any other counsel retained by Stonefield in connection with the negotiation of the TSA) concerning the negotiation, drafting, review, revision, or execution of the TSA during the period from January 1, 2018 through April 1, 2019, including but not limited to:
(a) All correspondence, emails, and other written communications between the parties or their representatives relating to the proposed terms, structure, and scope of the TSA;
(b) All meeting notes, agendas, and presentations from any in-person or telephonic meetings at which the TSA was discussed;
(c) All internal Vantor or VTS memoranda, analyses, or reports evaluating the proposed terms of the TSA or the Stonefield relationship; and
(d) All communications with third parties (other than counsel) concerning the TSA or the proposed relationship with Stonefield.
REQUEST NO. 3 — Internal Communications Regarding the TSA Generally
All internal documents and communications within Vantor and/or VTS concerning the TSA, the contractual relationship with Stonefield, or the performance of services under the TSA, during the Relevant Period, including but not limited to:
(a) Memoranda, emails, text messages, instant messages, and other correspondence among Vantor or VTS personnel discussing the TSA or the Stonefield account;
(b) Internal reports, summaries, analyses, or presentations regarding the Stonefield relationship, account performance, profitability, or strategic significance;
(c) Meeting notes, agendas, and minutes from any internal meetings at which the TSA or the Stonefield account was discussed; and
(d) Any internal communications discussing issues, disputes, or disagreements arising under the TSA, including but not limited to communications regarding service level performance, freight volume, rate adjustments, exclusivity, force majeure, the Cure Notice, or the Termination.
REQUEST NO. 4 — Board of Directors and Shareholder Materials
All minutes, agendas, presentations, reports, resolutions, written consents, and related materials from meetings of the Board of Directors, shareholders, members, managers, or any committee (including but not limited to any audit committee, finance committee, or executive committee) of Vantor Holdings Corp. or Vantor Transport Services LLC at which any of the following subjects was discussed, referenced, or considered during the Relevant Period:
(a) The relationship with Stonefield Logistics Group Inc.;
(b) The TSA, including its negotiation, execution, performance, or termination;
(c) The Cure Notice or the Termination;
(d) The filing, prosecution, or settlement of this litigation;
(e) Damages claimed or anticipated in this litigation; and
(f) Any settlement demand, offer, or negotiation relating to the disputes at issue in this action.
REQUEST NO. 5 — Communications with Stonefield Personnel
All documents and communications between any officer, director, employee, agent, or representative of Vantor or VTS and any officer, director, employee, agent, or representative of Stonefield, including but not limited to Marcus Denton, Tobias Wren, Janet Kirkwood, Raymond Hess, and Carlos Medina, during the Relevant Period, concerning any of the following subjects:
(a) The TSA, including its terms, interpretation, and administration;
(b) Service performance, including on-time pickup and delivery rates, tender acceptance rates, cargo claims, and equipment availability;
(c) Freight volume, including actual tenders, projected volume, and the Annual Committed Volume;
(d) Rate adjustments, including any proposed or actual adjustments under Section 5.3 of the TSA;
(e) The Cure Notice and VTS's response thereto;
(f) The Termination and any post-termination communications between the parties;
(g) Any claim of breach by either party; and
(h) Any other dispute or disagreement arising under or relating to the TSA.
REQUEST NO. 6 — VTS Performance Data and Reports
All documents reflecting, recording, measuring, tracking, or analyzing VTS's performance under the TSA, for each quarter from April 1, 2019 (the effective date of the TSA) through March 4, 2022 (the date of the Termination), including but not limited to:
(a) On-time pickup rate data and reports;
(b) On-time delivery rate data and reports;
(c) Tender acceptance rate data and reports;
(d) Cargo claims data, including the number, type, dollar amount, and description of each cargo claim;
(e) Equipment availability reports reflecting the number and type of tractors and trailers available for Stonefield freight as compared to committed fleet capacity;
(f) Any internal or external performance scorecards, dashboards, key performance indicator ("KPI") reports, or similar documents measuring VTS's performance against the Service Level Obligations; and
(g) Any correspondence or communications transmitting, discussing, or analyzing the performance data described in subparagraphs (a) through (f) above.
REQUEST NO. 7 — Q4 2021 Performance Metrics
All documents specifically relating to VTS's performance metrics for the fourth quarter of 2021 (October 1, 2021 through December 31, 2021), including but not limited to:
(a) Reports reflecting an on-time pickup rate of 78.2%, or any other on-time pickup rate, for Q4 2021;
(b) Reports reflecting an on-time delivery rate of 81.6%, or any other on-time delivery rate, for Q4 2021;
(c) Reports reflecting a tender acceptance rate of 71.4%, or any other tender acceptance rate, for Q4 2021;
(d) Reports reflecting equipment availability of 62% of committed fleet, or any other equipment availability rate, for Q4 2021;
(e) Reports reflecting a cargo claims ratio of approximately 1.07%, or any other cargo claims ratio, for Q4 2021;
(f) Any internal or external analyses, memoranda, presentations, or reports evaluating, assessing, or commenting upon the performance metrics identified in subparagraphs (a) through (e); and
(g) Any communications between Vantor/VTS and Stonefield, or internally within Vantor/VTS, discussing Q4 2021 performance.
REQUEST NO. 8 — Cargo Claims Records
All documents relating to cargo claims arising from VTS's performance of transportation and logistics services under the TSA, during the Relevant Period, including but not limited to:
(a) The sixteen (16) documented cargo claims arising in November and December 2021, totaling approximately $387,400, including all claim submissions, investigation reports, root cause analyses, supporting documentation, correspondence with shippers or consignees, and resolution or settlement documentation;
(b) All cargo claims arising in any other period during the term of the TSA, together with the same categories of documents described in subparagraph (a);
(c) Any correspondence between Vantor/VTS and insurance carriers or adjusters relating to cargo claims;
(d) Any internal VTS policies, procedures, or guidelines governing the handling of cargo claims; and
(e) Any summary, log, or tracking document reflecting the total number, frequency, dollar value, or status of cargo claims under the TSA.
REQUEST NO. 9 — Fleet and Equipment Records
All documents relating to VTS's fleet of tractors, trailers, and other transportation equipment used or available for use in connection with the performance of services under the TSA, during the Relevant Period, including but not limited to:
(a) Fleet rosters identifying each tractor and trailer by unit number, VIN, make, model, year, and assignment (including any designation as Stonefield-dedicated or general pool);
(b) Equipment assignment records reflecting which tractors and trailers were assigned to Stonefield-dedicated lanes, routes, or capacity commitments at any given time;
(c) Purchase, lease, rental, and financing agreements for tractors and trailers acquired for or dedicated to the Stonefield account;
(d) Disposition records (including sale, trade-in, return, re-lease, or retirement) for tractors and trailers previously dedicated to or available for Stonefield freight;
(e) Maintenance logs, inspection records, and out-of-service reports for Stonefield-dedicated equipment;
(f) Any documents reflecting the committed fleet capacity of 400 tractors and 1,200 trailers referenced in the TSA, and VTS's actual compliance with that commitment on a monthly or quarterly basis; and
(g) Any fleet planning documents, forecasts, or capital expenditure plans relating to equipment for the Stonefield account.
REQUEST NO. 10 — Fleet Redeployment and Reassignment Records
All documents relating to VTS's redeployment, reassignment, reallocation, diversion, or removal of tractors, trailers, drivers, or other assets from Stonefield-dedicated lanes, routes, capacity commitments, or availability pools to other accounts, customers, or uses, during the period from January 1, 2021 through March 4, 2022, including but not limited to:
(a) Any written directives, instructions, orders, or authorizations from Sandra Milescu, Nikolai Vantorovich, or any other VTS or Vantor officer, director, manager, or supervisor directing or approving the redeployment or reassignment of equipment or drivers from Stonefield-dedicated capacity;
(b) Any internal communications (including emails, text messages, instant messages, and memoranda) discussing, proposing, planning, or implementing such redeployment;
(c) Equipment transfer or reassignment records;
(d) Driver reassignment or re-route orders;
(e) Any analyses or reports evaluating the impact of such redeployment on VTS's ability to meet its obligations under the TSA; and
(f) Any communications with Stonefield regarding reduced fleet availability resulting from such redeployment.
REQUEST NO. 11 — Communications Re: Pulling Tractors from SLG Lanes
All documents and communications, including but not limited to emails, text messages, instant messages, and memoranda, between Sandra Milescu and Nikolai Vantorovich, or between either of them and any other person (including but not limited to Gregory Fielding, Derek Pruitt, and any operations or dispatch personnel at VTS), concerning the reassignment, removal, or diversion of tractors from Stonefield-dedicated lanes to other accounts or uses, during the period from January 1, 2021 through March 4, 2022, including but not limited to:
(a) All communications on or about November 12, 2021, or at any other time, in which the subject of reassigning, pulling, or reducing tractors from Stonefield-dedicated lanes was discussed; and
(b) Any communications referencing, directly or indirectly, the decision to prioritize other customer accounts — including but not limited to Northwind Distribution Co. — over Stonefield freight.
REQUEST NO. 12 — Northwind Distribution Co. and Other Alternative Customer Accounts
All documents and communications relating to VTS's provision of transportation services to Northwind Distribution Co. or any other customer to which VTS redirected, assigned, or allocated fleet assets, tractors, trailers, drivers, or other resources previously dedicated to, reserved for, or available for Stonefield freight, during the period from January 1, 2021 through December 31, 2022, including but not limited to:
(a) Contracts, rate agreements, letters of intent, or other agreements between VTS and Northwind Distribution Co. or any such alternative customer;
(b) Invoices, billing records, and revenue data reflecting VTS's services to such customers;
(c) Performance data, delivery records, and operational reports for such accounts;
(d) Internal communications discussing the decision to pursue or prioritize such accounts;
(e) Any analyses comparing the profitability, rate per mile, or other commercial terms of such accounts to the Stonefield account; and
(f) Any documents reflecting the number of tractors, trailers, or drivers reassigned from Stonefield-dedicated capacity to such accounts.
REQUEST NO. 13 — Driver Employment and Staffing Records
All documents relating to VTS driver staffing levels for Stonefield-dedicated services during the Relevant Period, including but not limited to:
(a) Driver rosters reflecting assignments by account, lane, route, or customer;
(b) Hiring records, including job postings, applications, offer letters, and onboarding records for drivers assigned or available for Stonefield freight;
(c) Termination, resignation, and separation records for drivers previously assigned to the Stonefield account;
(d) Driver availability reports, including any reports of driver shortages, absences, or out-of-service status;
(e) Records of driver reassignments from the Stonefield account to other VTS accounts or customers; and
(f) Any internal communications discussing driver staffing levels for the Stonefield account, including any concerns about understaffing or its impact on VTS's ability to meet its Service Level Obligations.
REQUEST NO. 14 — Cure Notice Response and Related Communications
All documents and communications relating to the Cure Notice dated January 18, 2022, including but not limited to:
(a) All internal Vantor and/or VTS communications discussing, analyzing, evaluating, or responding to the Cure Notice, including communications among senior management, operations personnel, legal counsel, and any other persons involved in the decision-making process;
(b) All drafts of Vantor's or VTS's response to the Cure Notice, including any revisions, edits, or comments thereon;
(c) The letter dated February 14, 2022, from Derek Pruitt (Vice President, Business Development, Vantor) to Janet Kirkwood (Vice President, Carrier Relations, Stonefield), and all attachments thereto;
(d) All documents reflecting any corrective action plans, remediation efforts, or cure steps taken, considered, proposed, or rejected by Vantor or VTS during the thirty (30) calendar day cure period from January 18, 2022 through February 17, 2022; and
(e) All communications with Stonefield during the cure period concerning VTS's efforts to cure the identified breaches.
REQUEST NO. 15 — Documents Relating to Alleged Cure of Identified Breaches
All documents evidencing, supporting, reflecting, or relating to any actions taken, implemented, or considered by Vantor or VTS to cure the material breaches identified in the Cure Notice, including but not limited to:
(a) Operational changes implemented during or after the cure period in response to the Cure Notice;
(b) Records of equipment reassigned, reallocated, or redeployed to Stonefield-dedicated lanes or capacity during the cure period;
(c) Records of additional drivers hired, recruited, transferred, or reassigned to the Stonefield account during the cure period;
(d) Corrective action plans, remediation plans, or improvement plans, whether internal to VTS or communicated to Stonefield;
(e) Performance data for the period from January 18, 2022 through March 4, 2022, reflecting any improvement (or lack thereof) in on-time pickup rate, on-time delivery rate, tender acceptance rate, equipment availability, or cargo claims ratio as compared to Q4 2021; and
(f) Any internal analyses, reports, or assessments evaluating whether VTS had successfully cured, or could successfully cure, the identified breaches within the cure period.
REQUEST NO. 16 — Termination-Related Communications
All documents and communications relating to Stonefield's Termination of the TSA on March 4, 2022, including but not limited to:
(a) The termination letter dated March 4, 2022, from Tobias Wren to Vantor Holdings Corp. and VTS, and all attachments thereto;
(b) All internal Vantor and/or VTS communications discussing, analyzing, evaluating, or responding to the Termination, including communications among senior management, operations personnel, and legal counsel;
(c) All communications between Vantor/VTS and Stonefield following the Termination letter, including any communications regarding the transition of freight, the wind-down of services, the return of equipment, or any other post-termination matters;
(d) All communications between Vantor/VTS and legal counsel (to the extent not protected by attorney-client privilege or work product doctrine) regarding the Termination, including communications with Caldwell Royce & Shapiro LLP or any other counsel;
(e) All documents reflecting Vantor's or VTS's response to, assessment of, or strategic planning in connection with the Termination; and
(f) Any documents reflecting Vantor's or VTS's assessment of the validity or invalidity of the Termination, including any analysis of whether VTS had materially breached the TSA and whether the cure period had been satisfied.
REQUEST NO. 17 — Force Majeure Communications
All documents and communications relating to any invocation, assertion, or consideration of the force majeure clause set forth in Section 12.1 of the TSA by either party, during the Relevant Period, including but not limited to:
(a) Stonefield's invocation of force majeure for the period from approximately April 2020 through September 2020, as a result of the impacts of the COVID-19 pandemic on freight demand, supply chain disruptions, and related market conditions;
(b) Any written notice, letter, email, or other communication from Stonefield to Vantor/VTS invoking or asserting force majeure;
(c) Any response, objection, analysis, or assessment by Vantor or VTS regarding Stonefield's force majeure invocation;
(d) Any internal Vantor or VTS analyses or assessments of the applicability or validity of the force majeure clause to the circumstances arising from the COVID-19 pandemic; and
(e) Any documents reflecting the impact of the force majeure period on freight volume, revenue, costs, or other commercial aspects of the TSA.
REQUEST NO. 18 — Volume Shortfall Allegations
All documents and communications supporting, relating to, analyzing, or contradicting Vantor's allegation in the Amended Complaint that Stonefield failed to tender the Annual Committed Volume ("ACV") of $43.2 million in transportation charges during Contract Year 2 (April 1, 2020 through March 31, 2021) and Contract Year 3 (April 1, 2021 through March 31, 2022), including but not limited to:
(a) Tender records and shipment data reflecting the volume and dollar value of freight tendered by Stonefield to VTS during Contract Years 2 and 3;
(b) Freight volume data, including load counts, mileage data, and shipment records, for each month or quarter of Contract Years 2 and 3;
(c) Invoices, billing records, and revenue reports reflecting amounts billed or received by VTS for services performed under the TSA during Contract Years 2 and 3;
(d) Internal Vantor or VTS analyses comparing actual tenders or revenue to the ACV of $43.2 million for each contract year;
(e) Any communications between Vantor/VTS and Stonefield concerning volume levels, volume shortfalls, or Stonefield's compliance with the ACV commitments; and
(f) Any documents reflecting the effect of the force majeure period (April 2020 through September 2020) on Stonefield's ability to meet the ACV commitment for Contract Year 2.
REQUEST NO. 19 — Exclusivity and Lane Diversion Allegations
All documents and communications relating to Vantor's allegation in the Amended Complaint that Stonefield diverted freight to competing carriers in violation of the exclusivity provisions in Schedule C of the TSA, including but not limited to:
(a) All documents identifying which lanes, routes, or corridors Vantor contends were subject to exclusive designation as "Primary Lanes" under Schedule C;
(b) All documents identifying which lanes, routes, or corridors were designated as "Secondary Lanes" under Schedule C, and the terms applicable to such lanes;
(c) All communications between Vantor/VTS and Stonefield concerning exclusivity rights, lane designations, or alleged diversion of freight to other carriers;
(d) All documents relating to Stonefield's alleged use of Cascade Freight Systems Inc. to perform transportation services on lanes that Vantor contends were subject to exclusivity under the TSA;
(e) All documents relating to Stonefield's alleged use of Briarwood Trucking Co. to perform transportation services on lanes that Vantor contends were subject to exclusivity under the TSA;
(f) Any internal Vantor or VTS analyses or reports regarding the scope and applicability of the exclusivity provisions in Schedule C; and
(g) Any documents reflecting Vantor's or VTS's monitoring of Stonefield's use of competing carriers.
REQUEST NO. 20 — Rate Adjustment Mechanism
All documents relating to the Rate Adjustment Mechanism under Section 5.3 of the TSA, including but not limited to:
(a) Rate schedules, rate cards, or rate tables for each contract year of the TSA (Contract Year 1: April 2019 through March 2020; Contract Year 2: April 2020 through March 2021; Contract Year 3: April 2021 through March 2022);
(b) Calculations, workpapers, analyses, and supporting data used to determine annual rate adjustments under Section 5.3;
(c) Communications between Vantor/VTS and Stonefield regarding proposed, negotiated, or implemented rate adjustments;
(d) All documents relating to the projected April 2022 rate adjustment for Contract Year 4, including any analysis of the anticipated increase from a weighted average rate of approximately $2.87 per mile to approximately $3.28 per mile (representing an increase of approximately 14.3%);
(e) Any market data, indices, fuel surcharge data, or other external benchmarks used or referenced in calculating rate adjustments; and
(f) Any internal Vantor or VTS analyses of the projected revenue impact of the April 2022 rate adjustment.
REQUEST NO. 21 — Pretext Allegations
All documents supporting, evidencing, reflecting, or relating to Vantor's allegation in the Amended Complaint that Stonefield's termination of the TSA was pretextual, and that the true motivation for the Termination was to avoid paying higher rates under the April 2022 rate adjustment or for any purpose other than VTS's material breach of the TSA, including but not limited to:
(a) All documents suggesting that Stonefield was dissatisfied with the rate structure or the anticipated rate increase under the TSA;
(b) All documents suggesting that Stonefield sought to terminate the TSA in order to obtain lower rates from competing carriers;
(c) Any communications in which Stonefield personnel expressed concerns about the cost of the TSA or the anticipated rate adjustment;
(d) Any documents supporting Vantor's allegation that VTS's service performance deficiencies were not the actual basis for the Termination;
(e) Any internal Vantor or VTS analyses or memoranda discussing the theory that the Termination was pretextual; and
(f) Any documents Vantor intends to rely upon at trial or in summary judgment to support the pretext theory.
REQUEST NO. 22 — Financial Statements — Vantor Holdings Corp.
All annual and interim (quarterly or monthly) financial statements for Vantor Holdings Corp. for fiscal years 2018 through 2023, including but not limited to:
(a) Balance sheets;
(b) Income statements (profit and loss statements);
(c) Statements of cash flows;
(d) Statements of retained earnings or changes in equity;
(e) Notes to financial statements;
(f) Audited financial statements, including the auditor's report or opinion;
(g) Unaudited financial statements, including management-prepared or internally prepared statements;
(h) Any financial statements provided to lenders, creditors, investors, or other third parties; and
(i) Any compilation, review, or audit reports prepared by Vantor's outside accountants or auditors.
REQUEST NO. 23 — Financial Statements — Vantor Transport Services LLC
All annual and interim (quarterly or monthly) financial statements for Vantor Transport Services LLC for fiscal years 2018 through 2023, including but not limited to:
(a) Revenue, cost of goods sold (cost of transportation), and gross profit data;
(b) Operating expenses (including labor, fuel, maintenance, insurance, depreciation, and other line items);
(c) EBITDA (earnings before interest, taxes, depreciation, and amortization) calculations and supporting data;
(d) Net income data;
(e) Any segment reporting, divisional reporting, or account-level profitability analyses relating to the Stonefield account; and
(f) Any financial statements, management reports, or summaries prepared for or provided to Vantor Holdings Corp. (as VTS's sole member) or to lenders, investors, or other third parties.
REQUEST NO. 24 — SLG Account-Level Profitability and Revenue Data
All documents reflecting Vantor's or VTS's revenue, costs, margins, and profitability derived from the Stonefield account under the TSA, on an annual, quarterly, monthly, or other periodic basis, from April 1, 2019 through March 4, 2022, including but not limited to:
(a) Account profitability reports or analyses isolating revenue and costs attributable to the Stonefield account;
(b) Margin analyses (gross margin, operating margin, contribution margin, or any other margin calculation) for the Stonefield account;
(c) Management reports broken out by customer account that include the Stonefield account;
(d) Any allocations of overhead, shared costs, or indirect costs to the Stonefield account;
(e) Any comparisons of the Stonefield account's profitability to other VTS accounts; and
(f) Any documents reflecting the revenue and profitability impact of the Termination on VTS's overall financial performance.
REQUEST NO. 25 — Budget and Forecast Documents
All budgets, forecasts, projections, business plans, strategic plans, and financial models prepared by or for Vantor or VTS that include projections, estimates, or assumptions regarding revenue, costs, margins, profitability, or operational metrics relating to the Stonefield account or the TSA, for any period within the Relevant Period, including but not limited to:
(a) Annual operating budgets for VTS that include the Stonefield account;
(b) Revenue forecasts or projections for the Stonefield account;
(c) Projections of revenue or profitability attributable to the April 2022 rate adjustment;
(d) Business plans or strategic plans in which the Stonefield relationship is discussed or relied upon; and
(e) Any financial models prepared in connection with securing financing, investment, or credit that reference the Stonefield account or the TSA.
REQUEST NO. 26 — Damages Calculations and Supporting Documents
All documents relating to Vantor's calculation of its claimed damages in this action, as alleged in the Amended Complaint or otherwise, including but not limited to:
(a) All workpapers, spreadsheets, analyses, models, and supporting documentation for the total claimed damages of $95,400,000;
(b) All documents supporting the claimed liquidated damages of $67,230,000, including the methodology for computing such figure (i.e., 75% multiplied by $43.2 million ACV multiplied by the remaining term of the TSA), and all underlying assumptions, inputs, and calculations;
(c) All documents supporting the claimed lost profits of $18,700,000, including any projected revenue, projected costs, profit margin assumptions, growth rate assumptions, discount rate assumptions, and all underlying data and methodology;
(d) All documents supporting the claimed stranded assets and costs of $5,200,000, including identification of each asset, its acquisition cost, book value, depreciation, residual value, and the basis for the claimed loss;
(e) All documents supporting the claimed workforce reduction costs of $2,870,000, including identification of each component (severance pay, benefits continuation, outplacement costs, unemployment insurance, and any other element) and all supporting calculations;
(f) All documents supporting the claimed mitigation costs of $1,400,000, including identification of each category of cost and all supporting invoices, contracts, or other documentation;
(g) Any alternative damages calculations, sensitivity analyses, or scenarios considered but not adopted; and
(h) All communications between Vantor, VTS, and any financial advisor, accountant, or expert regarding the calculation of damages.
REQUEST NO. 27 — Mitigation Efforts
All documents relating to any efforts by Vantor or VTS to mitigate damages following the Termination, from March 4, 2022 through the date of production, including but not limited to:
(a) Communications with prospective replacement shippers, customers, or freight brokers regarding the availability of VTS's equipment, drivers, and capacity;
(b) Proposals, bids, quotes, or rate submissions provided to prospective customers;
(c) Contracts, agreements, or rate confirmations entered into with new customers after the Termination;
(d) Marketing materials, advertising, or business development efforts undertaken to secure replacement freight;
(e) Engagements of freight brokers, agents, or intermediaries to assist in securing replacement business;
(f) Any internal analyses or assessments of available freight market opportunities in the first through fourth quarters of 2022 and thereafter, including any assessment of spot market freight rates, load-to-truck ratios, or market conditions;
(g) Revenue and volume data from new customer accounts obtained after the Termination; and
(h) Any documents reflecting the extent to which VTS's lost Stonefield revenue was or was not replaced by revenue from new or existing customers.
REQUEST NO. 28 — Stranded Assets and Equipment Disposition
All documents relating to Vantor's claim for $5,200,000 in stranded assets and costs, including but not limited to:
(a) Purchase agreements, lease agreements, and financing agreements for tractors, trailers, and other equipment acquired for or dedicated to the Stonefield contract;
(b) Depreciation schedules, amortization schedules, and book value calculations for such equipment;
(c) Lease termination agreements, early termination fees, and associated costs;
(d) Records reflecting the disposition (sale, auction, trade-in, re-lease, reassignment, or return) of equipment previously dedicated to the Stonefield account following the Termination;
(e) Any proceeds received from the sale, re-lease, or other disposition of such equipment;
(f) Records reflecting the redeployment or reuse of any such equipment on other VTS accounts or services after the Termination; and
(g) Any internal analyses or assessments of the net stranded cost or loss resulting from the Termination with respect to equipment and other capital assets.
REQUEST NO. 29 — Workforce Reduction and Severance
All documents relating to Vantor's claim for $2,870,000 in workforce reduction costs, including but not limited to:
(a) Lists identifying the approximately 180 drivers and support staff whose employment was terminated, reduced, or otherwise affected following the Termination, including each individual's name, position, hire date, separation date, and the account or function to which they were assigned;
(b) Termination notices, separation agreements, and severance agreements for each such individual;
(c) Severance payment records, including amounts paid, payment dates, and the basis for calculating each payment;
(d) Unemployment insurance filings, claims, and costs attributable to the workforce reduction;
(e) Any WARN Act notices or state-law equivalents issued in connection with the workforce reduction;
(f) Records reflecting the rehiring, transfer, reassignment, or redeployment of any individuals identified in subparagraph (a) to other Vantor or VTS accounts, positions, or functions after the Termination; and
(g) Any internal analyses or cost calculations underlying the $2,870,000 figure.
REQUEST NO. 30 — Insurance Claims and Coverage
All documents relating to any insurance claims made by Vantor or VTS in connection with the TSA, the Termination, or this litigation, including but not limited to:
(a) Insurance policies in effect during the Relevant Period that provide or may provide coverage for claims arising from the termination of the TSA or the damages alleged in this action, including commercial general liability policies, professional liability or errors and omissions policies, business interruption or loss of income policies, directors and officers liability policies, and any other potentially applicable coverage;
(b) Notices of claim or notices of potential claim submitted by Vantor or VTS to any insurer;
(c) Correspondence between Vantor/VTS and any insurer, broker, or insurance adjuster relating to such claims;
(d) Coverage determinations, reservation of rights letters, denial letters, or other communications from insurers regarding coverage; and
(e) Any indemnity payments or insurance proceeds received by Vantor or VTS in connection with any such claim.
REQUEST NO. 31 — Communications with Counsel Regarding Demand and Litigation
All non-privileged documents and communications between Vantor or VTS and Caldwell Royce & Shapiro LLP, or any other counsel, relating to:
(a) The pre-suit demand letter dated April 8, 2022, from Vantor to Stonefield;
(b) The executive negotiation sessions held on May 16, 2022 and June 3, 2022;
(c) The filing of the original Complaint in this action on September 12, 2022;
(d) The filing of the Amended Complaint on December 2, 2022; and
(e) Any other pre-litigation or litigation-related communications during the Relevant Period.
Vantor is not required to produce documents protected by the attorney-client privilege or the work product doctrine in response to this request. However, all documents withheld on the basis of privilege or protection must be identified on a privilege log with sufficient detail to enable assessment of the claimed privilege, as set forth in the Instructions above.
REQUEST NO. 32 — Expert Retention and Materials
All documents relating to the retention, engagement, work, and opinions of any expert, consultant, advisor, or other person retained or employed by Vantor or its counsel in connection with this litigation, whether testifying or non-testifying, including but not limited to:
(a) Engagement letters, retention agreements, or scope of work documents;
(b) All materials, data, and documents provided to any such expert;
(c) All draft and final expert reports, including appendices, exhibits, and supporting workpapers;
(d) All communications between Vantor, its counsel, and any such expert (to the extent not protected by the work product doctrine as applied to non-testifying consulting experts);
(e) All documents relating to the engagement of Trask Greystone & Associates, including the retention of Dr. Philip Trask as a damages expert;
(f) The expert report of Dr. Philip Trask served on or about May 15, 2023, and all exhibits, appendices, and underlying data supporting the opinions expressed therein;
(g) All invoices and billing records reflecting fees and costs paid to any expert retained in connection with this litigation; and
(h) Curriculum vitae, publications lists, and prior testimony histories for any testifying expert.
REQUEST NO. 33 — Communications with Third-Party Carriers
All documents and communications between Vantor or VTS and Cascade Freight Systems Inc., Briarwood Trucking Co., or any other third-party carrier referenced in the Amended Complaint, during the Relevant Period, relating to:
(a) Stonefield's use of such carriers to perform transportation services;
(b) The TSA and its terms, including the exclusivity provisions in Schedule C;
(c) Any competitive relationship between VTS and such carriers;
(d) Any information obtained by Vantor or VTS regarding the rates, terms, or scope of services provided by such carriers to Stonefield; and
(e) Any other matter at issue in this litigation.
REQUEST NO. 34 — Ownership and Corporate Structure
All documents relating to the ownership, governance, and corporate or organizational structure of Vantor Holdings Corp. and Vantor Transport Services LLC, during the Relevant Period, including but not limited to:
(a) The certificate of incorporation, articles of organization, bylaws, operating agreement, and any amendments or restatements thereof for Vantor Holdings Corp. and VTS;
(b) Shareholder agreements, membership interest purchase agreements, equity subscription agreements, and any other agreements relating to the ownership of equity interests in Vantor or VTS;
(c) Documents reflecting the equity interests of Nikolai Vantorovich (approximately 58%), the Fielding Family Trust (approximately 12%), and all minority investors (collectively approximately 30%);
(d) Organizational charts reflecting the corporate and management structure of Vantor and VTS;
(e) Documents reflecting the relationship between Vantor Holdings Corp. (as parent and sole member of VTS) and VTS, including any management agreements, intercompany service agreements, or allocation agreements; and
(f) Any documents reflecting transfers, issuances, or changes in the ownership of equity interests in Vantor or VTS during the Relevant Period.
REQUEST NO. 35 — Regulatory and Compliance Records
All documents relating to VTS's compliance with applicable federal and state transportation regulations during the Relevant Period, including but not limited to:
(a) VTS's operating authority issued by the Federal Motor Carrier Safety Administration ("FMCSA"), including any motor carrier number, USDOT number, and authority status;
(b) Safety ratings issued by FMCSA, including any satisfactory, conditional, or unsatisfactory ratings;
(c) Results of any FMCSA compliance reviews, audits, or investigations;
(d) Any citations, notices of violation, fines, penalties, or enforcement actions issued by the U.S. Department of Transportation, FMCSA, or any state regulatory authority;
(e) Insurance filings, including certificates of insurance and BMC-91 or BMC-91X filings;
(f) Any documents relating to Section 13.1(d) of the TSA, which provides for termination in the event of a material violation of applicable law by the Carrier-Provider; and
(g) Any internal compliance audits, assessments, or reports relating to VTS's regulatory compliance.
REQUEST NO. 36 — Substitute Equipment and Surge Capacity
All documents relating to VTS's obligations under Section 7.4 of the TSA to provide substitute equipment or surge capacity upon request by Stonefield, including but not limited to:
(a) Any requests from Stonefield for substitute equipment or surge capacity;
(b) VTS's responses to such requests, including any acceptances, declinations, or partial fulfillments;
(c) Records of substitute equipment or surge capacity actually provided by VTS;
(d) Any communications between VTS and Stonefield regarding VTS's ability or inability to meet requests for substitute equipment or surge capacity;
(e) Internal communications within VTS regarding its capacity to fulfill substitute equipment or surge capacity requests; and
(f) Any documents reflecting the operational or financial impact of failing to meet surge capacity or substitute equipment obligations.
REQUEST NO. 37 — Lender and Investor Communications
All documents and communications between Vantor or VTS and any lender, creditor, bank, financial institution, investor, potential investor, private equity fund, venture capital fund, or other financing source, during the Relevant Period, in which any of the following subjects was discussed, described, referenced, or relied upon:
(a) The TSA or the Stonefield relationship;
(b) Revenue, costs, or profitability attributable to the Stonefield account;
(c) The Termination;
(d) This litigation;
(e) Damages claimed in this litigation; or
(f) Any projection, forecast, or assumption dependent upon the continuation of the TSA or the Stonefield relationship.
REQUEST NO. 38 — Settlement Communications (Non-Privileged)
All non-privileged documents and communications between Vantor and Stonefield, or their respective counsel, relating to any settlement demand, offer, negotiation, discussion, or mediation concerning the disputes at issue in this action, including but not limited to:
(a) The demand letter dated April 8, 2022, from Vantor to Stonefield, and all attachments thereto;
(b) Stonefield's response to the demand letter, dated April 29, 2022, and all attachments thereto;
(c) All documents and communications relating to the executive negotiation sessions held on May 16, 2022 and June 3, 2022, including agendas, presentations, term sheets, and follow-up correspondence;
(d) Any subsequent settlement communications between the parties or their counsel; and
(e) Any internal Vantor or VTS communications regarding settlement strategy, settlement authority, or assessment of settlement offers.
Vantor is not required to produce documents that are inadmissible under Federal Rule of Evidence 408 solely for that reason; however, documents reflecting the fact, timing, participants, and subject matter of settlement discussions are requested to the extent they are not otherwise privileged or inadmissible.
Defendant Stonefield Logistics Group Inc. reserves the right to propound additional requests for production, interrogatories, requests for admission, and other discovery as may be permitted under the Federal Rules of Civil Procedure, the Local Civil Rules of this Court, and the Court's Case Management Order.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Samuel Eklund (Bar No. SE-4927) Patrick Gallagher (Bar No. PG-6183) 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-7200 Facsimile: (212) 554-7201
Email: seklund@calderwoodharkness.com
Email: pgallagher@calderwoodharkness.com
Attorneys for Defendant Stonefield Logistics Group Inc.
Dated: March 6, 2023
CERTIFICATE OF SERVICE
I, Patrick Gallagher, hereby certify that on March 6, 2023, a true and correct copy of the foregoing Defendant Stonefield Logistics Group Inc.'s First Request for Production of Documents to Plaintiff Vantor Holdings Corp. was served upon counsel for Plaintiff via the Court's CM/ECF electronic filing system and by electronic mail, addressed to the following:
Harrison Caldwell, Esq. Jason Whitford, Esq. Caldwell Royce & Shapiro LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006
Email: hcaldwell@caldwellroyce.com
Email: jwhitford@caldwellroyce.com
________________________________________
Patrick Gallagher
VANTOR HOLDINGS CORP.,
<!-- indent:2 -->Plaintiff,<!-- /indent -->
Case No. 22-cv-07841
v.
Hon. Margaret T. Calloway, U.S.D.J.
STONEFIELD LOGISTICS GROUP INC.,
<!-- indent:2 -->Defendant.<!-- /indent -->