UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S FIRST SET OF INTERROGATORIES TO PLAINTIFF VANTOR HOLDINGS CORP.
Defendant Stonefield Logistics Group Inc. ("Stonefield" or "Defendant"), by and through its attorneys, Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166, hereby propounds its First Set of Interrogatories to Plaintiff Vantor Holdings Corp. ("Vantor" or "Plaintiff"), pursuant to Rules 26 and 33 of the Federal Rules of Civil Procedure.
These Interrogatories are directed to Vantor Holdings Corp. and shall be answered separately and fully, in writing, under oath, within thirty (30) days of service, as required by Rule 33(b)(2) of the Federal Rules of Civil Procedure. Each answer shall repeat the text of the Interrogatory before the response. All answers shall be made by an officer or agent of Vantor who shall make the answers and sign the verification under oath.
Answers are to be served upon Patrick Gallagher, Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166, counsel for Defendant Stonefield Logistics Group Inc.
Date of service: March 6, 2023.
DEFINITIONS
As used in these Interrogatories, the following terms shall have the meanings set forth below. These definitions are intended to be construed broadly and shall apply regardless of whether the defined terms are capitalized or presented in lower case.
1. "Agreement" or "TSA" shall mean 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 all Schedules, Exhibits, amendments, addenda, modifications, change orders, side letters, and supplements thereto.
2. "Vantor" shall mean Vantor Holdings Corp., including its officers, directors, employees, agents, representatives, attorneys, consultants, accountants, and any persons acting or purporting to act on its behalf.
3. "VTS" shall mean Vantor Transport Services LLC, a New York limited liability company and wholly owned operating subsidiary of Vantor Holdings Corp., which was the signatory counterparty to the TSA.
4. "Stonefield" or "SLG" shall mean Stonefield Logistics Group Inc., a Delaware corporation, including its officers, directors, employees, agents, representatives, and any persons acting or purporting to act on its behalf.
5. "Communication" shall mean any oral, written, or electronic transmission of information between two or more persons, including but not limited to letters, memoranda, emails, text messages, instant messages (including messages sent via Meridian Solutions, Northgate Data Systems, or similar platforms), telephone calls, voicemails, video conferences, facsimiles, and any other form of correspondence or exchange of information, whether formal or informal.
6. "Document" shall have the meaning set forth in Rule 34(a) of the Federal Rules of Civil Procedure, and includes all writings, drawings, graphs, charts, photographs, data compilations, electronically stored information ("ESI"), sound recordings, images, spreadsheets, databases, and other tangible things from which information can be obtained, whether in paper or electronic form, and regardless of the medium on which they are stored.
7. "Person" shall mean any natural person, corporation, limited liability company, partnership, association, joint venture, trust, governmental entity, unincorporated organization, or any other legal or commercial entity.
8. "Identify" (as to a Person) shall mean to state the person's full legal name, title or position (at the time of the relevant events and at present), employer or business affiliation, and last known address and telephone number.
9. "Identify" (as to a Document) shall mean to state the document's date, author or creator, recipient(s) (including persons copied), type of document (e.g., letter, email, memorandum, spreadsheet, report), subject matter, and present custodian or location. If the document has been produced in the course of discovery in this litigation, provide its Bates number(s) or other production identifier.
10. "Identify" (as to a Communication) shall mean to state the date of the communication, all participants (including all persons present, copied, or blind-copied), the method of communication (e.g., in-person meeting, telephone call, email, video conference, text message), the subject matter of the communication, and the substance of what was communicated by each participant.
11. "Relate to," "Relating to," or "Concerning" shall mean refers to, describes, reflects, constitutes, evidences, mentions, discusses, analyzes, summarizes, memorializes, supports, contradicts, or is in any way pertinent to the subject matter referenced.
12. "Cure Notice" shall mean the written Cure Notice dated January 18, 2022 sent by Raymond Hess, Director of Contract Compliance at Stonefield Logistics Group Inc., to Sandra Milescu, Chief Operating Officer of Vantor Holdings Corp. and VTS, pursuant to Section 13.2 of the TSA, identifying material breaches of the Service Level Obligations and providing a thirty (30) day period within which to cure such breaches.
13. "Termination Letter" shall mean the formal termination letter dated March 4, 2022 sent by Tobias Wren, General Counsel of Stonefield Logistics Group Inc., to Vantor Holdings Corp. and Vantor Transport Services LLC, terminating the TSA effective immediately pursuant to Section 13.1(a) of the TSA on the grounds of VTS's failure to cure the material breaches identified in the Cure Notice within the thirty-day cure period.
14. "Service Level Obligations" or "SLOs" shall mean the performance metrics specified in the TSA and its Schedules to which VTS was required to adhere, including but not limited to: (i) on-time pickup rate (≥ 95%); (ii) on-time delivery rate (≥ 93%); (iii) cargo claims ratio (≤ 0.5% of gross revenue); (iv) tender acceptance rate (≥ 90%); and (v) equipment availability compliance (≥ 85% of the committed fleet capacity of 400 tractors and 1,200 trailers).
15. "Annual Committed Volume" or "ACV" shall mean the minimum annual freight volume of $43,200,000 in transportation charges that Stonefield committed to tender to VTS under each Contract Year of the TSA, as set forth in the TSA. This figure represents the total five-year minimum volume commitment of $216,000,000 divided equally across the five Contract Years of the Agreement.
16. "Amended Complaint" shall mean the Amended Complaint filed by Vantor Holdings Corp. on December 2, 2022 in this action, Dkt. No. 18.
17. "Contract Year" shall mean each twelve-month period commencing April 1 of the applicable calendar year through March 31 of the following calendar year, as defined in the TSA:
(a) Contract Year 1: April 1, 2019 through March 31, 2020;
(b) Contract Year 2: April 1, 2020 through March 31, 2021;
(c) Contract Year 3: April 1, 2021 through March 31, 2022;
(d) Contract Year 4 (not completed due to termination): April 1, 2022 through March 31, 2023;
(e) Contract Year 5 (not commenced): April 1, 2023 through March 31, 2024.
18. "Liquidated Damages" shall mean liquidated damages as defined and calculated under Section 14.2 of the TSA, which provides a formula for calculating damages payable in the event of early termination by the Shipper-Broker without cause or by the Carrier-Provider for cause.
19. Time Period. Unless otherwise specified in a particular Interrogatory, each Interrogatory covers the period from January 1, 2019 through the present date.
INSTRUCTIONS
The following instructions apply to each Interrogatory set forth below:
A. Each Interrogatory shall be answered separately and fully in writing under oath. If any Interrogatory cannot be answered in full after the exercise of due diligence, answer the Interrogatory to the fullest extent possible, specify the reason for the inability to answer fully, and state whatever knowledge or information is available to Vantor concerning the unanswered portion of the Interrogatory.
B. If Vantor objects to any Interrogatory or any portion thereof, the objection shall be stated with particularity, including the specific legal grounds for the objection. Vantor shall answer the Interrogatory to the extent not objected to. A general or boilerplate objection, without more, is insufficient. Any objection not stated with particularity shall be deemed waived.
C. These Interrogatories are continuing in nature pursuant to Rule 26(e) of the Federal Rules of Civil Procedure. If, after serving responses to these Interrogatories, Vantor obtains or discovers additional information responsive to any Interrogatory, supplemental responses shall be served promptly in accordance with Rule 26(e).
D. In answering these Interrogatories, Vantor is required to furnish all information available to it, including information in the possession, custody, or control of its agents, attorneys (to the extent not privileged), officers, directors, employees, representatives, subsidiaries (including VTS), affiliates, accountants, consultants, and any other persons acting or purporting to act on its behalf.
E. Pursuant to Rule 33(d) of the Federal Rules of Civil Procedure, if the answer to any Interrogatory may be derived or ascertained from Documents, including electronically stored information, that have been or will be produced in this litigation, Vantor may specify the documents from which the answer may be derived or ascertained; provided, however, that such specification shall be made in sufficient detail to permit Stonefield to locate and identify the responsive documents as readily as could the party served. A blanket reference to all documents previously produced is insufficient.
F. If Vantor withholds any information responsive to these Interrogatories on the basis of any claim of privilege (including, without limitation, the attorney-client privilege, the work-product doctrine, or any other privilege or protection), Vantor shall provide a privilege log identifying each such item withheld with sufficient detail to permit assessment of the privilege claim, including the date of the communication or document, the author, the recipient(s), a description of the subject matter, and the specific privilege asserted.
G. The fact that discovery is ongoing in this action shall not serve as a basis for declining to respond to any Interrogatory. Similarly, the fact that Vantor may not have concluded its investigation or analysis of the matters inquired about does not excuse a failure to respond to these Interrogatories based on the information presently available.
H. Subparts. Subparts of any Interrogatory are to be treated as a single Interrogatory in accordance with Rule 33(a)(1) of the Federal Rules of Civil Procedure and the guidance of this Court, as each Interrogatory with subparts is directed to a single, discrete subject matter. See, e.g., Trevino v. ACB Am., Inc., 232 F.R.D. 612, 614 (N.D. Cal. 2006) (subparts counting as single interrogatory where "logically or factually subsumed within and necessarily related to the primary question").
INTERROGATORIES
INTERROGATORY NO. 1 — Corporate Relationship and Standing
Describe in detail the corporate relationship between Vantor Holdings Corp. and Vantor Transport Services LLC, including:
(a) the date on which VTS was formed and the jurisdiction of its formation;
(b) the sole member or members of VTS at all relevant times from its date of formation through the present, and any changes in membership during that period;
(c) whether Vantor Holdings Corp. was a signatory to the TSA, or whether only VTS executed the TSA as the contracting counterparty;
(d) the basis upon which Vantor Holdings Corp. (as opposed to VTS, the contracting party to the TSA) asserts standing to bring claims for breach of the TSA in this action, including whether Vantor Holdings Corp. is the assignee of VTS's claims, the alter ego of VTS, or otherwise legally entitled to assert rights under the TSA; and
(e) identify all persons with knowledge of the facts relating to this corporate relationship, including any persons involved in the formation of VTS, the negotiation or execution of the TSA, and the decision to file this action in the name of Vantor Holdings Corp.
INTERROGATORY NO. 2 — Persons with Knowledge
Identify each person who has knowledge of any facts relating to the allegations set forth in the Amended Complaint, the defenses asserted in Defendant's Answer and Affirmative Defenses (Dkt. No. 24), or the Counterclaim asserted by Defendant (Dkt. No. 24), and for each such person:
(a) state the person's full name, title, and employer or affiliation;
(b) describe with reasonable particularity the subject matter of his or her knowledge; and
(c) state whether the person is a current or former employee, officer, director, agent, or consultant of Vantor or VTS, and if a former employee, the dates of employment.
INTERROGATORY NO. 3 — Factual Basis for "Pretextual Termination" Allegation
Describe in detail all facts supporting Vantor's allegation in Paragraphs 47 through 62 of the Amended Complaint that Stonefield's termination of the TSA on March 4, 2022 was "pretextual" and not genuinely based on VTS's failure to satisfy the Service Level Obligations, including:
(a) all facts known to Vantor suggesting that the Cure Notice dated January 18, 2022 was issued for a purpose other than addressing VTS's performance deficiencies under the TSA;
(b) all facts known to Vantor suggesting that Stonefield's termination of the TSA was motivated, in whole or in part, by a desire to avoid the April 2022 rate adjustment under Section 5.3 of the TSA (the Rate Adjustment Mechanism), or by any other improper motive;
(c) all Communications between Vantor or VTS personnel and any Stonefield personnel, whether before or after the issuance of the Cure Notice, relating to the motivation for, purpose of, or decision to terminate the TSA;
(d) all internal Communications among Vantor or VTS personnel discussing the likelihood, reasons, or consequences of a termination by Stonefield; and
(e) identify all Documents supporting Vantor's pretextual termination allegation and all persons with knowledge of the facts set forth in this Interrogatory.
INTERROGATORY NO. 4 — VTS Q4 2021 Performance Metrics
For the period October 1, 2021 through December 31, 2021 (the fourth quarter of calendar year 2021, "Q4 2021"), state VTS's actual performance against each of the five Service Level Obligations under the TSA:
(a) on-time pickup rate (contractual requirement: ≥ 95%);
(b) on-time delivery rate (contractual requirement: ≥ 93%);
(c) cargo claims ratio (contractual requirement: ≤ 0.5% of gross revenue);
(d) tender acceptance rate (contractual requirement: ≥ 90%); and
(e) equipment availability compliance (contractual requirement: ≥ 85% of committed fleet capacity of 400 tractors and 1,200 trailers).
For each metric identified above, state: (i) the actual numerical figure achieved by VTS during Q4 2021; (ii) the methodology used to calculate that figure, including data sources, systems, and any adjustments applied; and (iii) identify all Documents and persons relied upon in determining these figures.
If Vantor contends that any of the figures cited in Stonefield's Cure Notice dated January 18, 2022 — specifically, on-time pickup rate of 78.2%, on-time delivery rate of 81.6%, tender acceptance rate of 71.4%, equipment availability compliance of 62%, and cargo claims ratio of 1.07% — are inaccurate, state the basis for any disagreement and the figures that Vantor contends are correct for each such metric.
INTERROGATORY NO. 5 — Response to Cure Notice and Cure Efforts
Describe in detail all actions taken by Vantor and/or VTS between January 18, 2022 (the date of the Cure Notice) and February 17, 2022 (the expiration of the thirty-day cure period set forth in Section 13.2 of the TSA) to cure the material breaches identified in the Cure Notice, including:
(a) specific operational steps taken to increase the on-time pickup rate and on-time delivery rate, including any changes to dispatching protocols, routing, driver assignments, or scheduling;
(b) steps taken to increase the tender acceptance rate, including any changes to capacity allocation, load acceptance procedures, or Communication protocols with Stonefield;
(c) steps taken to increase fleet availability from the approximately 248 tractors reported to be available during Q4 2021 toward the contractually committed capacity of 400 tractors, including any equipment acquisitions, leases, or redeployments from other accounts;
(d) steps taken to reduce the cargo claims ratio, including any changes to freight handling procedures, driver training, or claims management processes;
(e) all Communications with Stonefield personnel during the cure period regarding cure efforts, the status of cure, or requests for additional time or modification of cure requirements; and
(f) identify all Documents reflecting such cure efforts and all persons with knowledge of the actions described in this Interrogatory.
INTERROGATORY NO. 6 — Basis for Contention that SLG Volume Shortfalls Caused VTS Performance Deficiencies
Describe in detail the factual basis for Vantor's contention, as set forth in Paragraphs 34 through 46 of the Amended Complaint, that VTS's service level failures in Q4 2021 were caused by Stonefield's alleged failure to tender the Annual Committed Volume under the TSA, including:
(a) the specific causal mechanism by which reduced volume tendered by Stonefield allegedly led to declines in each of the five SLO categories — on-time pickup rate, on-time delivery rate, tender acceptance rate, equipment availability compliance, and cargo claims ratio — and whether Vantor contends that such causal relationship exists as to all five metrics or only certain metrics;
(b) any analysis, study, report, modeling, or simulation performed by Vantor, VTS, or any consultant or expert retained by Vantor or its counsel examining the relationship between volumes tendered by Stonefield and VTS's SLO performance;
(c) whether and how Vantor contends that lower-than-expected revenue from Stonefield necessitated VTS's decision to reassign fleet assets (tractors and trailers) from Stonefield-dedicated lanes to other accounts, and if so, the financial analysis supporting that contention; and
(d) identify all Documents and persons with knowledge supporting this contention.
INTERROGATORY NO. 7 — Fleet Redeployment Decisions (Q3–Q4 2021)
Describe in detail all decisions made by Vantor and/or VTS between July 1, 2021 and March 4, 2022 to reassign, redeploy, remove, or otherwise reduce the number of tractors and/or trailers dedicated to servicing Stonefield freight under the TSA, including:
(a) the date(s) of each such decision;
(b) the number of tractors and/or trailers affected by each such decision;
(c) the identity of the person(s) who authorized each such decision, including any approval by senior management of Vantor or VTS;
(d) the account(s) or customer(s) to which the equipment was redeployed, including but not limited to Northwind Distribution Co. or any other shipper;
(e) the business reasons for each redeployment, including any financial analysis or projections prepared in connection with the decision;
(f) whether Stonefield was notified of any such redeployment and, if so, the date and manner of notification; and
(g) whether VTS provided substitute equipment or surge capacity to Stonefield to maintain compliance with the equipment availability SLO, as required under Section 7.4 of the TSA, and if so, the details of such substitute capacity.
INTERROGATORY NO. 8 — The November 12, 2021 Milescu Email
With respect to the email dated November 12, 2021 from Sandra Milescu, Chief Operating Officer of Vantor and VTS, to Nikolai Vantorovich, Chief Executive Officer of Vantor, produced in discovery as document VHC-008417, in which Ms. Milescu stated, among other things, that VTS had "pulled 85 tractors off the SLG dedicated lanes":
(a) identify the account(s) or customer(s) to which these 85 tractors were redeployed, including the number of tractors assigned to each such account or customer;
(b) state the date on which the reassignment of these 85 tractors commenced and the date on which it was completed, or state whether the reassignment was never reversed and the tractors remained assigned to other accounts through the date of termination;
(c) state whether Stonefield was notified of this reassignment of 85 tractors at any time prior to the issuance of the Cure Notice on January 18, 2022, and if so, identify the date, method, and content of any such notification;
(d) describe the factual basis for Ms. Milescu's statement in VHC-008417 that "SLG won't notice until January," including whether any analysis was conducted regarding the expected timeline for performance degradation and whether Ms. Milescu or others anticipated that the reassignment would adversely affect SLO compliance; and
(e) identify all persons who participated in or had knowledge of the decision to remove these 85 tractors from SLG-dedicated lanes, including all persons who attended any meetings or participated in any Communications in which the decision was discussed or approved.
INTERROGATORY NO. 9 — Vantor's ACV Shortfall Allegations
For each Contract Year of the TSA during which the Agreement was in effect (Contract Year 1, Contract Year 2, and the portion of Contract Year 3 prior to termination), state:
(a) the total dollar amount of transportation charges tendered by Stonefield to VTS during that Contract Year, as calculated by Vantor;
(b) Vantor's calculation of the ACV obligation for that Contract Year, including any adjustments for force majeure events, volume carve-outs, or other contractual provisions that Vantor contends reduce or modify the $43,200,000 annual commitment;
(c) the alleged shortfall amount (i.e., the difference between the ACV and the amount actually tendered) for that Contract Year; and
(d) identify all Documents and data sources relied upon to calculate the figures set forth in subparts (a) through (c), including transportation management system records, billing records, invoices, and any reconciliation analyses.
Specifically, with respect to Contract Year 2 (April 1, 2020 through March 31, 2021), state whether Vantor contends that Stonefield's invocation of force majeure under Section 12.1 of the TSA for the period April 2020 through September 2020 was improper or unjustified, and if so, state the factual and legal basis for that contention, including whether Vantor disputed the force majeure declaration at the time it was made.
INTERROGATORY NO. 10 — Stonefield's Actual Tenders — CY2 and CY3
State the total transportation charges tendered by Stonefield to VTS for:
(a) Contract Year 2 (April 1, 2020 through March 31, 2021); and
(b) the portion of Contract Year 3 from April 1, 2021 through March 4, 2022 (the date of termination of the TSA).
For each period identified above, identify the data source(s) used to calculate total charges tendered, including whether the figures are based on invoiced amounts, tendered load records, or other data. State whether Vantor agrees that actual tenders for Contract Year 2 were approximately $31,800,000 and that actual tenders for Contract Year 3 (through January 2022) were approximately $36,500,000. If Vantor disputes either or both of these figures, state the figures that Vantor contends are correct and the basis for any discrepancy.
INTERROGATORY NO. 11 — Exclusivity Allegations — Specific Lane Violations
With respect to Vantor's allegation in Paragraphs 63 through 78 of the Amended Complaint that Stonefield diverted freight to competing carriers, including Cascade Freight Systems Inc. and Briarwood Trucking Co., in violation of the exclusivity provisions set forth in Schedule C to the TSA:
(a) identify each specific lane (by origin-destination pair, including city/state or facility name) on which Vantor contends Stonefield used Cascade Freight Systems Inc., Briarwood Trucking Co., or any other carrier in violation of Schedule C;
(b) state whether each such lane identified in subpart (a) is classified as a "Primary Lane" (subject to full exclusivity) or a "Secondary Lane" (subject to right of first refusal) under Schedule C, and identify the specific provision of Schedule C applicable to each lane;
(c) state the volume (in number of loads and/or miles) and dollar amount of freight allegedly diverted on each such lane;
(d) identify the time period during which each alleged diversion occurred, including the first and last dates of alleged diversion for each lane; and
(e) identify all Documents and persons with knowledge supporting these allegations of exclusivity violations, including any Communications between Vantor or VTS personnel and Stonefield personnel regarding the use of alternative carriers on any of the lanes identified.
INTERROGATORY NO. 12 — Liquidated Damages Calculation
Describe in detail Vantor's calculation of its claimed liquidated damages under Section 14.2 of the TSA, as set forth in Paragraph 89 of the Amended Complaint, including:
(a) the formula applied under Section 14.2 of the TSA, including the full text of the liquidated damages provision as Vantor understands it to apply;
(b) the number of full and partial Contract Years remaining at the time of termination on March 4, 2022 through the expiration of the TSA on March 31, 2024;
(c) the Annual Committed Volume figure used in the calculation ($43,200,000);
(d) the percentage factor applied under Section 14.2 (75%);
(e) the calculation for the two full remaining Contract Years (Contract Year 4 and Contract Year 5), including the resulting figure of $64,800,000;
(f) the calculation for the partial Contract Year 3 period remaining after termination (March 5, 2022 through March 31, 2022, totaling 27 days), including the resulting figure of $2,430,000 and the methodology used to prorate the partial year;
(g) the total liquidated damages claimed ($67,230,000); and
(h) whether Vantor contends that liquidated damages under Section 14.2 may be recovered in addition to the lost profits claim of $18,700,000, and if so, the legal and contractual basis for Vantor's contention that such recovery is not duplicative.
INTERROGATORY NO. 13 — Lost Profits Calculation
Describe in detail Vantor's calculation of its claimed lost profits of $18,700,000, as set forth in Paragraph 91 of the Amended Complaint, including:
(a) the operating margin percentage applied in the calculation and the basis for using a margin of 12%, including whether this margin represents VTS's historical operating margin on Stonefield freight specifically or VTS's company-wide operating margin;
(b) the revenue base against which the 12% operating margin was applied, including whether the revenue base is the ACV ($43,200,000), actual historical tenders, projected tenders, or some other figure;
(c) the time period over which lost profits were calculated, including the start and end dates of the period;
(d) all assumptions used in the calculation, including assumed growth rates, cost projections, market conditions, fuel price assumptions, and any other variables;
(e) any adjustments made to the lost profits calculation to account for Vantor's own performance deficiencies under the TSA, the probability (or lack thereof) of contract renewal beyond the initial five-year term, the potential for rate renegotiation, or any other risk factors that might reduce the expected profits; and
(f) a detailed explanation of why Vantor contends that its lost profits claim of $18,700,000 is not duplicative of its liquidated damages claim of $67,230,000 under Section 14.2 of the TSA, given that both purportedly arise from the same alleged wrongful termination.
INTERROGATORY NO. 14 — Mitigation Efforts
Describe in detail all efforts undertaken by Vantor and/or VTS following the termination of the TSA on March 4, 2022 to mitigate its alleged damages, including:
(a) all actions taken to obtain replacement freight volume or new customer contracts to replace the revenue and volume previously generated by the Stonefield business;
(b) the identity of each prospective shipper, broker, or customer contacted or solicited as a potential replacement for the Stonefield business;
(c) the dates of each such contact or solicitation;
(d) the outcome of each such effort, including whether new business was obtained, and if so, the volume and revenue generated from each new account, along with the duration and terms of each new engagement;
(e) any efforts to redeploy, sell, sublease, or otherwise dispose of the fleet assets (tractors and trailers) that had been dedicated to the Stonefield contract;
(f) any efforts to reassign, retain, or retrain drivers and support personnel who had serviced the Stonefield account, including any efforts to place such employees on other VTS accounts; and
(g) identify all Documents and persons with knowledge of such mitigation efforts.
INTERROGATORY NO. 15 — Failure to Obtain Replacement Freight
If Vantor and/or VTS did not obtain replacement freight volume sufficient to replace the Stonefield business following termination of the TSA, state:
(a) the reasons why replacement business was not obtained in whole or in part, including any specific obstacles, competitive conditions, or operational limitations that impeded Vantor's or VTS's ability to secure replacement freight;
(b) whether Vantor or VTS assessed freight market conditions in the first and second quarters of 2022, including spot market rates, contract rate trends, and available freight demand in the geographic lanes previously serviced under the TSA;
(c) whether any internal analysis, report, or assessment was conducted by Vantor, VTS, or any consultant regarding the availability of replacement freight or the timeline for obtaining such replacement business; and
(d) identify all Documents reflecting any such analysis, assessment, or market study, and all persons with knowledge thereof.
INTERROGATORY NO. 16 — Stranded Assets Claim
Describe in detail Vantor's claimed stranded asset damages of $5,200,000, as set forth in Paragraph 93 of the Amended Complaint, including:
(a) an itemized list of each tractor and trailer (identified by unit number, make, model, model year, and acquisition date or lease commencement date) that Vantor claims was acquired or leased specifically for, or dedicated primarily to, the Stonefield contract;
(b) the original acquisition cost or total lease obligation for each such unit;
(c) the depreciation methodology applied to each owned unit (e.g., straight-line, declining balance), including the useful life and salvage value assumptions used;
(d) the current book value (for owned units) or remaining lease obligation (for leased units) for each unit as of March 4, 2022;
(e) any lease termination costs, early termination penalties, or buyout obligations incurred, identified by lease agreement, lessor name, and amount;
(f) any efforts to sell, re-lease, sublease, or redeploy these assets to other accounts or customers after the termination of the TSA, including the proceeds received or savings achieved from any such disposition or redeployment; and
(g) the net stranded cost for each unit and in the aggregate after accounting for any recovery, redeployment, or disposition proceeds.
INTERROGATORY NO. 17 — Workforce Reduction Claim
Describe in detail Vantor's claimed workforce reduction damages of $2,870,000, as set forth in Paragraph 94 of the Amended Complaint, including:
(a) the total number of employees (identified as approximately 180 in the Amended Complaint) whose employment was terminated or whose hours or compensation were reduced as a result of the TSA termination;
(b) a breakdown of the affected employees by job category (e.g., commercial drivers, dispatchers, fleet mechanics, safety and compliance personnel, administrative and clerical support, management), including the number of employees in each category;
(c) the date(s) on which terminations, layoffs, or reductions occurred, including whether employees were terminated on a single date or in phases;
(d) the severance or separation package provided to each category of employee, including the value of severance pay, continuation of benefits, and any other components of the separation package;
(e) any unemployment insurance costs incurred by Vantor or VTS as a result of these workforce reductions;
(f) whether any of these approximately 180 employees were reassigned to other Vantor or VTS accounts or operations rather than terminated, and if so, the number reassigned and the accounts or operations to which they were reassigned; and
(g) identify all Documents reflecting workforce reduction decisions, cost analyses, separation agreements, and related costs.
INTERROGATORY NO. 18 — Mitigation Costs Claim
Describe in detail Vantor's claimed mitigation costs of $1,400,000, as referenced in Paragraph 95 of the Amended Complaint, including:
(a) an itemized description of each category of cost incurred as part of Vantor's mitigation efforts (e.g., broker fees, sales and marketing costs, equipment repositioning costs, temporary storage, consulting fees);
(b) the amount incurred in each such category;
(c) the time period over which such costs were incurred;
(d) whether these costs relate to efforts to find replacement freight, redeploy fleet assets, retain or reassign workforce, or other specific mitigation activities;
(e) the results achieved through such expenditures, including the revenue or cost savings generated, if any; and
(f) identify all Documents evidencing these costs, including invoices, receipts, contracts, internal budgets, and expense reports.
INTERROGATORY NO. 19 — Vantor's Financial Condition Post-Termination
State Vantor Holdings Corp.'s and VTS's total revenue, operating income (or loss), and net income (or loss) for each of fiscal years 2021, 2022, and 2023. For each entity and each year, identify whether the figures reported are audited or unaudited and the accounting standards applied (e.g., U.S. GAAP).
For fiscal year 2022, in which Vantor's total consolidated revenue was approximately $310,000,000 as alleged in Paragraph 99 of the Amended Complaint, state what portion of the revenue decline from fiscal year 2021 (approximately $385,000,000 in total consolidated revenue) was attributable to the loss of the Stonefield contract versus other factors, including but not limited to general freight market conditions, loss of other customer contracts, changes in fuel surcharge revenue, or operational decisions unrelated to the TSA termination. Identify all Documents supporting these figures, including audited financial statements, management reports, board presentations, and any analyses prepared in connection with this litigation.
INTERROGATORY NO. 20 — Rate Adjustment Mechanism — April 2022 Calculation
State the specific per-mile rate adjustment that would have taken effect on April 1, 2022 under Section 5.3 of the TSA (the Rate Adjustment Mechanism), including:
(a) the applicable diesel fuel index value used in the calculation, including the index source and the measurement period;
(b) the applicable Consumer Price Index for All Urban Consumers ("CPI-U") value used in the calculation, including the measurement period;
(c) the blended index calculation prescribed by Section 5.3 (70% diesel fuel index weighting / 30% CPI-U weighting) and the resulting blended adjustment factor;
(d) the resulting percentage adjustment to per-mile rates;
(e) the weighted average per-mile rate in effect prior to the adjustment ($2.87 per mile) and the weighted average per-mile rate that would have been in effect after the adjustment ($3.28 per mile);
(f) the projected annual cost increase to Stonefield resulting from this rate adjustment, based on anticipated volume for Contract Year 4; and
(g) whether Vantor contends that Stonefield's awareness of this pending rate adjustment was a motivating factor in the decision to terminate the TSA, and if so, all facts, Documents, and Communications supporting that contention, including any statements by Stonefield personnel regarding the anticipated rate increase.
INTERROGATORY NO. 21 — Expert Witnesses
Identify each person whom Vantor expects to call as an expert witness at trial in this action, and for each such person, state:
(a) the person's full name, title, employer or firm name, and business address;
(b) the subject matter on which the expert is expected to testify;
(c) the substance of the facts and opinions to which the expert is expected to testify;
(d) a summary of the grounds for each opinion;
(e) the expert's qualifications, including educational background, professional certifications, and relevant experience;
(f) the compensation to be paid for the expert's testimony, including hourly or flat-rate fees for report preparation, deposition testimony, and trial testimony; and
(g) a list of all cases in which the expert has testified at trial or by deposition within the preceding four years, including the case name, court, and case number.