UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S RESPONSES AND OBJECTIONS TO PLAINTIFF'S FIRST SET OF INTERROGATORIES
Date: April 14, 2023
Propounding Party: Vantor Holdings Corp., by and through its counsel of record, Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, New York 10006 (Harrison Caldwell, Esq.; Jason Whitford, Esq.)
Responding Party: Stonefield Logistics Group Inc., by and through its counsel of record, Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166 (Samuel Eklund, Esq., Responsible Partner; Patrick Gallagher, Esq., Lead Associate)
PRELIMINARY STATEMENT
Defendant Stonefield Logistics Group Inc. ("Defendant" or "Stonefield") hereby responds and objects to Plaintiff Vantor Holdings Corp.'s ("Plaintiff" or "Vantor") First Set of Interrogatories, which were served on Stonefield's counsel of record on March 20, 2023, pursuant to Rules 26 and 33 of the Federal Rules of Civil Procedure and the Local Civil Rules of the Southern District of New York.
These responses are made based on information reasonably available to Stonefield as of the date hereof, following a diligent search and reasonable inquiry. Discovery and investigation in this matter are ongoing, and Stonefield expressly reserves the right to amend, supplement, or correct these responses as additional information becomes available through continued investigation, depositions, third-party discovery, and expert analysis, consistent with its continuing obligations under Rule 26(e) of the Federal Rules of Civil Procedure. Stonefield's responses are not intended to, and shall not, be construed as an admission or concession of any fact, legal theory, or characterization of evidence asserted by Vantor. Stonefield's responses are provided solely for the purpose of responding to Vantor's discovery requests and shall not be used or construed as admissions for any other purpose.
No response or objection set forth herein shall be deemed a waiver of any other objection, privilege, right, or defense that Stonefield may assert at any time in this litigation. Stonefield's provision of any substantive response to an interrogatory is without prejudice to, and does not constitute a waiver of, any objection stated with respect to that interrogatory or any general objection stated below. Where Stonefield provides a substantive response despite an objection, such response is made "subject to and without waiving" the stated objection, and the provision of the response shall not be construed as a concession that the interrogatory is proper in scope or otherwise unobjectionable.
GENERAL OBJECTIONS
Stonefield asserts the following General Objections, each of which is incorporated by reference into Stonefield's specific responses and objections to each interrogatory as though fully set forth therein:
1. Scope and Relevance. Stonefield objects to any interrogatory that seeks information beyond the scope of the claims and defenses in this action, or that is not proportional to the needs of the case, considering the importance of the issues at stake in the action, the amount in controversy, the parties' relative access to relevant information, the parties' resources, the importance of the discovery in resolving the issues, and whether the burden or expense of the proposed discovery outweighs its likely benefit, as required by Rule 26(b)(1) of the Federal Rules of Civil Procedure.
2. Attorney-Client Privilege and Work Product. Stonefield objects to any interrogatory that seeks information protected by the attorney-client privilege, the work product doctrine, the joint defense or common interest privilege, or any other applicable privilege, immunity, or protection recognized under federal or state law. Stonefield does not intend to waive any such privilege or protection by providing responses herein, and no response shall be construed as a waiver thereof. Pursuant to the Court's February 17, 2023 Case Management Order (Dkt. No. 24) incorporating the parties' stipulated order under Federal Rule of Evidence 502(d), any inadvertent disclosure of privileged or work-product-protected material shall not constitute a waiver of any privilege or protection in this or any other proceeding.
3. Vagueness and Ambiguity. Stonefield objects to any interrogatory, or any term or phrase contained therein, that is vague, ambiguous, overly broad, or unduly burdensome, to the extent specifically stated in the objections accompanying each interrogatory below. Where Stonefield provides a response to an interrogatory that it contends is vague or ambiguous, Stonefield has interpreted the interrogatory in good faith and in a reasonable manner, and Stonefield's response is limited to the scope of Stonefield's reasonable interpretation.
4. Compound Interrogatories. Stonefield objects to any interrogatory that is compound or that contains discrete subparts, to the extent that the aggregate number of interrogatories, including all discrete subparts, exceeds the numerical limit prescribed by Rule 33(a)(1) of the Federal Rules of Civil Procedure (twenty-five (25) interrogatories, including all discrete subparts). Stonefield reserves the right to decline to respond to interrogatories that exceed this limit.
5. "All" and "Each" Requests. Stonefield objects to any interrogatory that uses the terms "all," "each," "every," or similar terms of totality, to the extent such terms impose a burden that is disproportionate to the needs of the case or would require Stonefield to undertake an exhaustive search of every conceivable source of information. To the extent Stonefield responds to such interrogatories, Stonefield will do so to the extent reasonable and practicable based on information currently available.
6. Contention Interrogatories. Stonefield objects to contention interrogatories that are premature, having been served before the close of fact discovery and before expert reports have been exchanged. To the extent Stonefield responds to contention interrogatories, such responses are based on currently available information and analysis and are subject to supplementation and amendment as fact and expert discovery proceeds.
7. Documents as Responses. Where appropriate and permitted under Rule 33(d) of the Federal Rules of Civil Procedure, Stonefield may identify business records from which the answer to an interrogatory may be ascertained, specifying the records in sufficient detail to enable Vantor to locate and identify them as readily as Stonefield could.
DEFINITIONS AND INSTRUCTIONS
Stonefield acknowledges and, to the extent consistent with the Federal Rules of Civil Procedure, the Local Civil Rules, and the Court's orders in this action, adopts the definitions and instructions set forth in Vantor's First Set of Interrogatories. Stonefield objects, however, to any definition or instruction that purports to expand the scope of discovery beyond that permitted by Rule 26(b)(1), that is inconsistent with the Federal Rules or the Court's orders, or that is otherwise overbroad or unduly burdensome as applied to a particular interrogatory.
For purposes of these responses, the following defined terms are used:
"TSA" refers to the Transportation Services Agreement dated March 15, 2019 (Contract Reference No. SLG-VTS-2019-0315), entered into by and between Stonefield Logistics Group Inc., as Shipper-Broker, and Vantor Transport Services LLC, as Carrier.
"VTS" refers to Vantor Transport Services LLC, the wholly owned operating subsidiary of Vantor Holdings Corp. and the signatory counterparty to the TSA on the Carrier side.
"Cure Notice" refers to the written cure notice dated January 18, 2022, sent by Raymond Hess (Director, Contract Compliance, Stonefield) to Sandra Milescu (Chief Operating Officer, Vantor/VTS), pursuant to TSA Section 13.2.
"Termination Letter" refers to the formal termination letter dated March 4, 2022, sent by Tobias Wren (General Counsel, Stonefield) to Vantor Holdings Corp. and Vantor Transport Services LLC, terminating the TSA effective immediately pursuant to TSA Section 13.1(a).
"SLOs" refers to the Service Level Obligations set forth in the TSA, including the specific performance thresholds established in Schedule B thereto.
"ACV" refers to the Annual Committed Volume of $43,200,000 per contract year, as defined in TSA Section 5.1 and as further described in Schedule A thereto.
INTERROGATORY RESPONSES
INTERROGATORY NO. 1
Interrogatory: Identify all persons involved in or who participated in the decision to terminate the TSA, including each person's name, title, employer, and role in the decision-making process.
Objections: Stonefield objects to this interrogatory as overbroad to the extent it seeks the identification of every person who had any tangential, incidental, or peripheral awareness of the termination decision or who performed any ministerial role in connection with the termination, including administrative personnel, clerical staff, or information technology personnel. Stonefield further objects to the extent this interrogatory seeks information protected by the attorney-client privilege insofar as it calls for the identification of communications between Stonefield personnel and legal counsel regarding the legal basis for termination.
Subject to and without waiving the foregoing objections, Stonefield responds as follows:
Response: The following individuals were involved in, participated in, or materially contributed to the decision to terminate the TSA:
• Raymond Hess, Director, Contract Compliance, Stonefield Logistics Group Inc. — Mr. Hess authored the Cure Notice dated January 18, 2022, and was responsible for monitoring VTS's compliance with the SLOs during the cure period. Mr. Hess assessed whether VTS had cured the identified breaches within the 30-day cure period and reported his findings to senior management.
• Janet Kirkwood, Vice President, Carrier Relations, Stonefield Logistics Group Inc. — Ms. Kirkwood oversaw the Vantor/VTS carrier relationship on behalf of Stonefield and provided input on VTS's service performance and operational failures. Ms. Kirkwood's ongoing communications with VTS personnel, including Derek Pruitt (Vice President, Business Development, Vantor), informed the decision-making process.
• Carlos Medina, Senior Vice President, Operations, Stonefield Logistics Group Inc. — Mr. Medina reviewed the operational impact of VTS's service deficiencies on Stonefield's customer commitments and its ability to meet service obligations to its own customers and end-shipper accounts.
• Tobias Wren, General Counsel, Stonefield Logistics Group Inc. — Mr. Wren provided legal analysis of Stonefield's rights and options under the TSA, including the interpretation and application of the termination-for-cause provisions in Sections 13.1 and 13.2. Mr. Wren drafted and sent the formal Termination Letter dated March 4, 2022. Mr. Wren also consulted with Stonefield's outside transactional counsel, Ashford Meridian LLP (specifically Lorraine Beckwith, Partner), regarding TSA interpretation during the cure period. Stonefield asserts attorney-client privilege and work product protection over the substance of communications between Mr. Wren and Ms. Beckwith.
• Marcus Denton, Chief Executive Officer, Stonefield Logistics Group Inc. — Mr. Denton approved the termination decision as the senior executive officer of Stonefield, following briefings from Mr. Medina and Mr. Wren.
• Priya Ramachandran, Chief Financial Officer, Stonefield Logistics Group Inc. — Ms. Ramachandran was informed of the termination decision and participated in internal discussions regarding the financial implications and exposure associated with the termination of the TSA, including potential damages claims by VTS and the cost of sourcing alternative carrier capacity.
INTERROGATORY NO. 2
Interrogatory: Describe in detail the factual basis for Stonefield's assertion that VTS materially breached the TSA, including the specific provisions of the TSA that were allegedly breached, the dates and circumstances of each alleged breach, and the evidence supporting each alleged breach.
Objections: Stonefield objects to this interrogatory as a contention interrogatory that is premature insofar as fact discovery remains ongoing and expert reports have not yet been fully exchanged. Stonefield further objects to the extent this interrogatory is compound and contains multiple discrete subparts. Subject to and without waiving these objections, Stonefield responds based on information presently available and reserves the right to amend and supplement this response as discovery progresses.
Response: Stonefield contends that VTS committed material breaches of the TSA by failing to satisfy its Service Level Obligations ("SLOs") as set forth in the TSA and Schedule B thereto during the fourth quarter of 2021 (October through December 2021), and by failing to cure those breaches within the 30-calendar-day cure period established by the Cure Notice dated January 18, 2022, as required by TSA Section 13.2. Specifically, Stonefield contends that VTS breached the following SLO provisions:
• On-Time Pickup Rate (TSA Schedule B, Section 1(a)): VTS's on-time pickup rate fell to 78.2% during Q4 2021, materially below the 95% SLO threshold established in the TSA. This metric was calculated based on the percentage of pickups completed within the contracted pickup window as compared to total pickups during Q4 2021.
• On-Time Delivery Rate (TSA Schedule B, Section 1(b)): VTS's on-time delivery rate fell to 81.6% during Q4 2021, materially below the 93% SLO threshold established in the TSA. This metric was calculated based on the percentage of deliveries completed within the contracted delivery window as compared to total deliveries during Q4 2021.
• Tender Acceptance Rate (TSA Schedule B, Section 2): VTS's tender acceptance rate dropped to 71.4% during Q4 2021, materially below the 90% SLO threshold established in the TSA. This metric was calculated based on the number of tenders accepted by VTS as a percentage of total tenders offered to VTS by Stonefield during Q4 2021.
• Equipment Availability (TSA Schedule B, Section 3): VTS's equipment availability fell to approximately 62% of committed fleet capacity during Q4 2021, representing approximately 248 tractors available for SLG-dedicated service versus the 400 tractors required under the TSA's equipment commitment provisions. This materially failed to meet the 85% SLO threshold established in the TSA.
• Cargo Claims Ratio (TSA Schedule B, Section 4): VTS incurred sixteen (16) documented cargo claims during November and December 2021, totaling $387,400 in claimed losses. This yielded a cargo claims ratio of approximately 1.07%, materially exceeding the ≤0.5% SLO threshold established in the TSA. The claims included damaged freight, misdelivered shipments, and temperature control failures.
• Failure to Provide Substitute Equipment (TSA Section 7.4): VTS chronically failed to provide substitute equipment or surge capacity during the relevant period as required by TSA Section 7.4, which obligated VTS to arrange for commercially reasonable substitute equipment within 24 hours of any equipment shortfall affecting Stonefield's tendered shipments.
These performance metrics were derived from VTS's own Carrier Performance Portal data — a web-based reporting system maintained by VTS — and were independently verified by Stonefield's Director of Contract Compliance, Raymond Hess, through cross-referencing with Stonefield's internal transportation management system records. The performance failures were specified with reasonable particularity in the Cure Notice dated January 18, 2022, as required by TSA Section 13.2. Notably, VTS did not dispute the accuracy of these metrics in its February 14, 2022 response to the Cure Notice.
Stonefield further contends, based on information obtained through discovery in this action, that VTS's performance failures during Q4 2021 were caused in substantial part by VTS's unilateral decision to redeploy approximately 85 tractors from SLG-dedicated lanes to other customer accounts — including, in particular, the Northwind Distribution Co. account — in or around October 2021, without notice to or authorization from Stonefield. This unilateral redeployment of dedicated fleet capacity constituted an independent and antecedent breach of the TSA that directly caused or materially contributed to VTS's inability to meet the SLO thresholds during the relevant period.
INTERROGATORY NO. 3
Interrogatory: Identify and describe all communications between Stonefield and VTS or Vantor regarding VTS's service performance during the calendar year 2021, including the date, form, participants, and substance of each such communication.
Objections: Stonefield objects to this interrogatory as overbroad and unduly burdensome. The interrogatory as drafted encompasses potentially thousands of routine operational communications between Stonefield and VTS personnel, including daily dispatch communications, load tracking updates, shipment status confirmations, and other operational messages that were exchanged in the ordinary course of the carrier-shipper relationship. Requiring Stonefield to identify and describe each such communication would impose a burden grossly disproportionate to the needs of the case. Stonefield further objects to the extent this interrogatory seeks the identification or description of communications protected by the attorney-client privilege or the work product doctrine. Subject to and without waiving these objections, Stonefield responds by identifying the principal, material communications concerning VTS's service performance during 2021.
Response: Principal communications regarding VTS's service performance during 2021 include, but are not limited to, the following:
• Ongoing operational communications (2021): Janet Kirkwood (Vice President, Carrier Relations, Stonefield) and Derek Pruitt (Vice President, Business Development, Vantor) maintained regular operational communications regarding VTS's service performance throughout 2021, including periodic phone calls, emails, and video conferences addressing service issues, equipment availability, tender acceptance patterns, and operational challenges. These communications increased in frequency and urgency during Q3 and Q4 2021 as VTS's service levels deteriorated.
• September 22, 2021 internal email: Janet Kirkwood sent an internal email to Carlos Medina (SVP, Operations, Stonefield) referencing VTS's declining service performance and the need to source alternative carrier capacity on certain lanes. This communication is addressed further in Stonefield's response to Interrogatory No. 10 below.
• Cure Notice, dated January 18, 2022: Written notice from Raymond Hess (Director, Contract Compliance, Stonefield) to Sandra Milescu (Chief Operating Officer, Vantor/VTS), specifying the service failures identified in Interrogatory No. 2 above and providing VTS with 30 calendar days to cure such deficiencies pursuant to TSA Section 13.2. The Cure Notice identified each SLO metric, stated the contractual threshold, and stated VTS's actual performance for Q4 2021.
• February 14, 2022 written response: Written response from Derek Pruitt (VP, Business Development, Vantor) to Janet Kirkwood (VP, Carrier Relations, Stonefield) acknowledging "operational challenges" but attributing VTS's performance failures to a nationwide driver shortage, Stonefield's alleged volume shortfalls during CY3, and Stonefield's alleged instructions to VTS to divert volume to spot market carriers. The response asserted that VTS had "substantially cured" the identified deficiencies and disputed certain aspects of the cargo claims data.
• Termination Letter, dated March 4, 2022: Formal termination letter from Tobias Wren (General Counsel, Stonefield) to Vantor Holdings Corp. and Vantor Transport Services LLC, stating that VTS had failed to cure the material breaches identified in the Cure Notice within the 30-day cure period and that Stonefield was terminating the TSA effective immediately pursuant to TSA Section 13.1(a).
In addition to the foregoing, Stonefield will identify additional responsive documents by Bates number in its document production. Responsive documents have been produced at Bates Nos. SLG-000001 through SLG-042387, produced on April 14, 2023. Stonefield directs Vantor's attention in particular to documents bearing Bates Nos. SLG-003104 through SLG-003128 (Cure Notice and supporting data), SLG-014870 through SLG-014895 (Kirkwood-Medina correspondence), and SLG-027500 through SLG-027625 (Pruitt-Kirkwood correspondence).
INTERROGATORY NO. 4
Interrogatory: State the factual basis for Stonefield's contention that the Cure Notice dated January 18, 2022 satisfied the requirements of TSA Section 13.2, including identification of each element of Section 13.2 and how each element was satisfied.
Objections: Stonefield objects to this interrogatory as a contention interrogatory that calls for legal analysis and interpretation of the TSA. Subject to and without waiving this objection, Stonefield responds based on currently available information and its present interpretation of the TSA.
Response: TSA Section 13.2, entitled "Cure Notice Requirements," provides in relevant part that a party seeking to terminate the TSA for Cause under Section 13.1(a) must first deliver written notice to the breaching party that "specif[ies] with reasonable particularity the alleged breach or breaches giving rise to the right of termination" and provides the breaching party with the applicable cure period (30 calendar days for non-monetary breaches, 10 business days for monetary breaches).
The January 18, 2022 Cure Notice, authored by Raymond Hess (Director, Contract Compliance, Stonefield) and sent via email and certified mail to Sandra Milescu (Chief Operating Officer, Vantor/VTS), satisfied each element of Section 13.2 as follows:
(a) The Cure Notice was in writing, as required by Section 13.2.
(b) The Cure Notice identified each of the five SLO metrics that VTS had failed to satisfy, specifying the metric, the contractual threshold for each SLO, and VTS's actual performance for Q4 2021 against each threshold. Specifically: on-time pickup rate of 78.2% versus the 95% threshold; on-time delivery rate of 81.6% versus the 93% threshold; tender acceptance rate of 71.4% versus the 90% threshold; equipment availability of approximately 62% versus the 85% threshold; and cargo claims ratio of approximately 1.07% versus the ≤0.5% threshold.
(c) The Cure Notice identified VTS's chronic failure to provide substitute equipment under Section 7.4 of the TSA, noting specific instances in which VTS failed to arrange substitute capacity within the required 24-hour period.
(d) The Cure Notice expressly stated that VTS had 30 calendar days from receipt of the Cure Notice to cure the identified breaches, establishing a cure deadline of February 17, 2022 (30 calendar days from January 18, 2022). This is consistent with the cure period applicable to non-monetary breaches under Section 13.2.
Stonefield contends that this level of detail and specificity — identifying the precise metrics, thresholds, actual performance levels, and the applicable cure period — more than satisfied the "reasonable particularity" standard under Section 13.2. Indeed, VTS's February 14, 2022 response to the Cure Notice did not contend that the Cure Notice was deficient in form or substance, nor did it argue that the Cure Notice failed to meet the requirements of Section 13.2. Rather, VTS's response disputed the merits of the asserted breaches, which confirms that VTS understood the nature and basis of Stonefield's cure demand with sufficient particularity to formulate a substantive response.
INTERROGATORY NO. 5
Interrogatory: State whether Stonefield considered VTS's February 14, 2022 response to the Cure Notice to constitute a cure of the identified breaches, and if Stonefield did not consider the response to constitute a cure, explain in detail why not.
Objections: None, except to the extent that this interrogatory implicates attorney-client privileged communications regarding the legal evaluation of VTS's response.
Response: Stonefield did not consider VTS's February 14, 2022 response to constitute a cure, whether "substantial" or otherwise, of the identified breaches for the following reasons:
First, VTS's response acknowledged "operational challenges" but did not demonstrate that VTS had actually remediated the performance deficiencies identified in the Cure Notice. The response did not include any data, metrics, or other evidence showing that VTS's on-time pickup rates, on-time delivery rates, tender acceptance rates, equipment availability, or cargo claims ratios had improved to meet or approach the SLO thresholds during the cure period.
Second, the response did not provide evidence that VTS had restored fleet capacity to the contractually required level of 400 tractors dedicated to Stonefield's lanes, or that VTS had reversed its redeployment of approximately 85 tractors to the Northwind Distribution Co. account.
Third, VTS's response did not address or propose remediation of VTS's failure to provide substitute equipment under Section 7.4.
Fourth, rather than demonstrating cure, VTS's response primarily sought to shift blame to Stonefield for alleged volume shortfalls during CY3 and for alleged instructions to divert freight to spot market carriers — allegations that Stonefield disputes and that, in any event, do not excuse VTS's failure to meet SLO thresholds.
Fifth, post-cure-period performance data available through Stonefield's internal transportation management systems and VTS's Carrier Performance Portal confirmed that VTS's service levels remained materially below SLO thresholds through March 2022, demonstrating that no meaningful cure had occurred during or after the cure period.
Sixth, VTS did not dispute the accuracy of the Q4 2021 performance metrics set forth in the Cure Notice, nor did it present alternative calculations or data challenging those metrics.
For these reasons, Stonefield concluded that VTS had failed to cure the identified material breaches within the 30-day cure period, and Stonefield exercised its right to terminate the TSA for Cause under Section 13.1(a).
INTERROGATORY NO. 6
Interrogatory: Identify all carriers to which Stonefield diverted or redirected freight volumes that had previously been tendered to VTS, including the name and address of each carrier, the lanes on which such carriers were utilized, and the time periods of such diversion.
Objections: Stonefield objects to this interrogatory to the extent it assumes facts not in evidence, namely that Stonefield "diverted" or "redirected" freight in violation of any provision of the TSA, including the exclusivity provisions of Schedule C. The characterization of Stonefield's conduct as "diversion" is Vantor's characterization and is not accepted by Stonefield. Subject to and without waiving this objection, Stonefield responds.
Response: During the period from approximately September 2021 through March 2022, Stonefield utilized additional carriers to fulfill customer commitments and shipment requirements that VTS was unable to service due to VTS's declining tender acceptance rates, reduced equipment availability, and failure to provide substitute equipment. These carriers included:
• Cascade Freight Systems Inc. (4700 Lakehurst Court, Columbus, Ohio 43016) — Cascade was utilized by Stonefield on Lanes 8 through 14 as defined and designated in Schedule C to the TSA. Cascade was engaged on these lanes beginning in approximately October 2021.
• Briarwood Trucking Co. (1280 Jefferson Davis Highway, Suite 310, Arlington, Virginia 22202) — Briarwood was utilized by Stonefield on Lanes 8 through 14 as defined and designated in Schedule C to the TSA. Briarwood was engaged on these lanes beginning in approximately November 2021.
Stonefield contends that its use of Cascade and Briarwood was limited exclusively to "Secondary Lanes" as classified under Schedule C, Section 2(b) of the TSA, which are expressly not subject to the exclusivity provisions applicable only to the fourteen (14) designated "Primary Lanes" identified in Schedule C, Section 2(a). The TSA's exclusivity provisions, by their plain terms, apply solely to Primary Lanes and do not restrict Stonefield's right to utilize alternative carriers on Secondary Lanes. Stonefield's use of alternative carriers on Secondary Lanes was a direct and operationally necessary response to VTS's failure to accept tenders and maintain adequate equipment availability on those lanes, which was threatening Stonefield's ability to meet its own contractual commitments to its customers.
INTERROGATORY NO. 7
Interrogatory: State the total dollar amount of freight tendered by Stonefield to VTS during each contract year of the TSA, and identify whether Stonefield contends it met the Annual Committed Volume (ACV) requirement for each contract year.
Objections: None.
Response: The total dollar amount of freight tendered by Stonefield to VTS during each contract year of the TSA, and Stonefield's position regarding whether the ACV requirement was satisfied, are as follows:
Responsive documents reflecting tender volumes, freight invoices, and settlement statements have been produced at Bates Nos. SLG-005840 through SLG-006412.
INTERROGATORY NO. 8
Interrogatory: Describe in detail Stonefield's invocation of force majeure under TSA Section 12.1, including the date of notice, the form of notice, the person or persons who sent and received the notice, and the specific events or conditions relied upon.
Objections: None.
Response: On or about April 15, 2020, Tobias Wren (General Counsel, Stonefield Logistics Group Inc.) delivered written notice to Sandra Milescu (Chief Operating Officer, Vantor Transport Services LLC) invoking the force majeure provisions of TSA Section 12.1 due to the COVID-19 pandemic and its material impact on freight demand in the transportation and logistics sector. The notice was sent via email (with a follow-up hard copy sent by Severin Partners LLC overnight delivery) and identified the following qualifying conditions and events:
(a) Governmental orders, directives, and advisories at the federal, state, and local levels restricting or limiting business operations, including stay-at-home orders, mandatory facility closures, and restrictions on commercial activity across multiple jurisdictions;
(b) Material decline in customer shipping volumes across Stonefield's industrial, retail, and consumer packaged goods customer base, resulting from pandemic-related reductions in economic activity, consumer demand, and manufacturing output;
(c) Disruption of domestic and international supply chains, including port closures, manufacturing shutdowns, and interruptions to freight markets that materially reduced the volume of freight available for transportation; and
(d) Labor force disruptions, including driver shortages, quarantine requirements, and facility staffing limitations affecting Stonefield's operations and those of its customers.
Stonefield maintained the force majeure declaration in effect through September 30, 2020, a period of approximately six months, at which point freight demand had substantially recovered. Stonefield contends that the invocation was timely and proper under Section 12.1 of the TSA, which provides, in relevant part, that "neither party shall be liable for any delay in or failure of performance hereunder caused by events beyond the reasonable control of such party, including, without limitation, acts of God, fire, flood, earthquakes, epidemics, pandemics, governmental actions or orders, labor disputes, disruptions in transportation or supply chains, or other causes beyond such party's reasonable control" (emphasis added). The force majeure carve-out excused Stonefield's non-performance of the ACV obligation for the six-month period from April through September 2020, reducing Stonefield's ACV obligation for CY2 to $21,600,000 (calculated as $43,200,000 × 6/12). Stonefield's actual tenders of approximately $31,800,000 during CY2 exceeded this adjusted minimum by approximately $10,200,000.
Documents reflecting the force majeure invocation, including Mr. Wren's April 15, 2020 notice and related correspondence, have been produced at Bates Nos. SLG-002114 through SLG-002128.
INTERROGATORY NO. 9
Interrogatory: Identify all persons at Stonefield who were aware of VTS's performance deficiencies prior to the issuance of the Cure Notice on January 18, 2022, and describe when and how each such person became aware of the deficiencies.
Objections: Stonefield objects to this interrogatory as overbroad to the extent it seeks to identify every employee, contractor, or agent of Stonefield who may have had any awareness — however tangential, incidental, or indirect — of any performance issue involving VTS at any time prior to January 18, 2022. Such a request could encompass dispatch personnel, customer service representatives, warehouse workers, and others who may have observed isolated operational issues without awareness of the broader pattern of service deficiencies. Subject to and without waiving this objection, Stonefield identifies those individuals with material knowledge of VTS's performance deficiencies prior to the Cure Notice.
Response:
• Janet Kirkwood, Vice President, Carrier Relations, Stonefield — Ms. Kirkwood oversaw the VTS carrier relationship and had ongoing awareness of VTS's service performance through regular operational reporting, Carrier Performance Portal data, and direct communications with Derek Pruitt (Vice President, Business Development, Vantor). Ms. Kirkwood was aware of declining service metrics beginning in approximately Q3 2021 (July–September 2021), with significant deterioration becoming apparent during Q4 2021 (October–December 2021). She communicated her concerns internally, including in an email to Carlos Medina dated September 22, 2021 (produced at Bates No. SLG-014872).
• Carlos Medina, Senior Vice President, Operations, Stonefield — Mr. Medina received reports from Ms. Kirkwood and operational staff regarding VTS service failures and their impact on Stonefield's customer commitments. Mr. Medina was aware of VTS performance issues from approximately September 2021 onward, when Ms. Kirkwood escalated her concerns to him.
• Raymond Hess, Director, Contract Compliance, Stonefield — Mr. Hess was responsible for monitoring VTS's compliance with SLO thresholds as part of his regular compliance oversight duties. Mr. Hess independently verified the Q4 2021 performance metrics using data from VTS's Carrier Performance Portal and compiled the supporting data underlying the Cure Notice. Mr. Hess became aware of the extent and severity of VTS's performance deficiencies in approximately November or December 2021, when Q4 2021 data became available.
• Tobias Wren, General Counsel, Stonefield — Mr. Wren was informed of VTS performance issues in approximately December 2021 by Mr. Medina and Ms. Kirkwood. Mr. Wren consulted with Stonefield's outside transactional counsel at Ashford Meridian LLP (specifically Lorraine Beckwith, Partner) regarding Stonefield's contractual rights under the TSA and the requirements for the cure notice process. The substance of communications between Mr. Wren and Ms. Beckwith is protected by the attorney-client privilege.
• Marcus Denton, Chief Executive Officer, Stonefield — Mr. Denton was briefed on VTS service issues by Mr. Medina and Mr. Wren in approximately late December 2021 or early January 2022, in connection with discussions regarding the appropriate course of action with respect to the deteriorating VTS relationship.
• Priya Ramachandran, Chief Financial Officer, Stonefield — Ms. Ramachandran was informed of VTS performance issues in approximately January 2022, in connection with discussions about the financial implications, costs, and potential exposure associated with possible termination of the TSA.
INTERROGATORY NO. 10
Interrogatory: Describe in detail the circumstances surrounding Janet Kirkwood's September 22, 2021 email to Carlos Medina referencing the diversion of volume to Cascade and Briarwood and stating "if VTS doesn't get its act together by Q1 I think we pull the plug on the whole contract."
Objections: Stonefield objects to this interrogatory to the extent it selectively quotes from a single document and seeks a characterization of the meaning, intent, or significance of that document. Stonefield further objects to the extent the interrogatory's framing assumes that the email constitutes evidence of a premeditated plan to terminate the TSA, which is a legal conclusion and characterization that Stonefield disputes. Subject to and without waiving these objections, Stonefield responds.
Response: Ms. Kirkwood's September 22, 2021 email to Mr. Medina was an internal operational communication expressing frustration with VTS's deteriorating service levels, which had become evident during Q3 2021 as VTS's tender acceptance rates, on-time performance, and equipment availability declined on multiple lanes.
The email's reference to "moving volume to Cascade and Briarwood on Lanes 8–14" reflects Stonefield's operational necessity to source alternative carrier capacity on Secondary Lanes (as defined in Schedule C, Section 2(b) of the TSA) due to VTS's declining tender acceptance rates and inability to provide adequate equipment on those lanes. As set forth in Stonefield's response to Interrogatory No. 6 above, the use of Cascade Freight Systems Inc. and Briarwood Trucking Co. was limited to Secondary Lanes, which are not subject to the exclusivity provisions of the TSA.
The email's reference to "pull the plug on the whole contract" was an informal, colloquial expression reflecting Ms. Kirkwood's personal assessment — as an operational manager — that VTS's continued underperformance might ultimately make the carrier relationship untenable from a business and operational standpoint. This language did not constitute a corporate decision to terminate the TSA, nor did it reflect any formal recommendation, authorization, or decision by Stonefield's management, executive team, or legal department to pursue termination. The actual decision to terminate the TSA was not made until late February or early March 2022, after VTS had been given a full opportunity to cure its material breaches through the Cure Notice process and had failed to do so. The termination decision was based on objective contractual grounds — documented, quantifiable, and undisputed performance failures across five SLO categories — not on Ms. Kirkwood's September 2021 email.
Stonefield contends that the email, read in its full context, reflects legitimate and understandable concern by a relationship manager about a carrier's persistent performance failures and the operational impact of those failures on Stonefield's business. It does not evidence a premeditated plan to exit the TSA or to manufacture a pretext for termination. The document has been produced at Bates No. SLG-014872.
INTERROGATORY NO. 11
Interrogatory: State whether Stonefield was aware, at the time of termination, of the anticipated April 2022 rate adjustment under TSA Section 5.3, and if so, describe the extent of that awareness and any analysis performed regarding the impact of such rate adjustment.
Objections: Stonefield objects to this interrogatory to the extent it seeks the disclosure of information protected by the attorney-client privilege and/or the work product doctrine, including legal analyses, memoranda, or communications prepared by or at the direction of counsel in anticipation of litigation or in connection with the provision of legal advice. Subject to and without waiving this objection, Stonefield responds as to non-privileged factual matters.
Response: Stonefield was generally aware that the Rate Adjustment Mechanism under TSA Section 5.3, entitled "Annual Rate Adjustment," would result in a rate increase effective April 1, 2022. This awareness was based on the plain terms of the TSA, which provided for an automatic annual adjustment. The rate adjustment under Section 5.3 was contractually automatic — it was indexed to a blended formula consisting of 70% diesel fuel index (Department of Energy national average retail diesel price) and 30% Consumer Price Index for All Urban Consumers ("CPI-U"), as published by the Bureau of Labor Statistics. The adjustment did not require any negotiation, agreement, or approval by the parties; it operated automatically by the terms of the contract.
Stonefield's outside transactional counsel, Ashford Meridian LLP, prepared an analysis in or around February 2022 indicating that the April 1, 2022 adjustment would increase the weighted average per-mile rate from approximately $2.87 to approximately $3.28, representing an increase of approximately 14.3%. Applied to the full ACV, this adjustment would have translated to approximately $6.2 million in additional annual transportation costs for Stonefield. Stonefield asserts attorney-client privilege over any further details of this analysis, including any legal advice or strategic recommendations provided by Ashford Meridian LLP in connection therewith.
Stonefield contends that awareness of an upcoming contractual rate adjustment — a rate adjustment that was automatic, predetermined by formula, and fully contemplated by the TSA at the time of execution — is not evidence of wrongful motive for termination. The termination was based on VTS's documented, sustained, and uncured material breaches of five separate SLO categories, breaches that existed independently of and without any relationship to any rate adjustment. Under New York law, when objective contractual grounds for termination for Cause are satisfied, the terminating party's subjective awareness of ancillary economic considerations — including the financial impact of an impending contractual rate adjustment — is not relevant to the validity or propriety of the termination. See, e.g., Bramwell & Co. v. Cont'l Ins. Co., 45 N.Y.2d 950 (1978) (holding that subjective motive is irrelevant where objective contractual grounds for termination exist); cf. Westhab, Inc. v. City of New Rochelle, 2018 WL 4680267 (S.D.N.Y. Sept. 28, 2018).
INTERROGATORY NO. 12
Interrogatory: Identify all persons who participated in, were consulted regarding, or were informed of the executive negotiation sessions held pursuant to TSA Section 16 in May and June 2022.
Objections: None.
Response: TSA Section 16, entitled "Dispute Resolution," requires the parties to engage in a mandatory 30-day executive negotiation period before initiating litigation. The following executive negotiation sessions occurred:
• May 16, 2022 — In-person meeting, New York, New York: This session was attended by Marcus Denton (Chief Executive Officer, Stonefield) and Nikolai Vantorovich (Chief Executive Officer, Vantor Holdings Corp.). Mr. Denton was accompanied by Tobias Wren (General Counsel, Stonefield). The meeting was held in person and lasted approximately three hours. The parties discussed their respective positions regarding the termination and the asserted breaches but did not reach a resolution.
• June 3, 2022 — Telephonic session: Participants included Marcus Denton (CEO), Tobias Wren (General Counsel), and Priya Ramachandran (Chief Financial Officer) on the Stonefield side; and Nikolai Vantorovich (CEO) and Gregory Fielding (General Counsel, Vantor) on the Vantor side. The telephonic session lasted approximately one hour and forty-five minutes. The parties discussed potential settlement frameworks but were unable to reach resolution.
Stonefield asserts that it complied fully and in good faith with the mandatory 30-day executive negotiation period required by TSA Section 16 before Vantor initiated this litigation by filing its Complaint on September 15, 2022. Stonefield was prepared to continue negotiations beyond the June 3, 2022 session, but Vantor elected not to propose further sessions.
INTERROGATORY NO. 13
Interrogatory: Describe in detail Stonefield's contention that the liquidated damages clause in TSA Section 14.2 is unenforceable as a penalty under New York law, including the factual and legal basis for such contention.
Objections: Stonefield objects to this interrogatory as a contention interrogatory that calls for legal conclusions and the premature disclosure of litigation strategy. Stonefield further objects to the extent this interrogatory seeks information protected by the work product doctrine, including legal analysis prepared by counsel in anticipation of litigation. Subject to and without waiving these objections, Stonefield responds based on its current contentions.
Response: Stonefield contends that the liquidated damages provision in TSA Section 14.2 is an unenforceable penalty under New York law for the following reasons:
1. Damages were readily ascertainable at the time of contracting. Both Stonefield and VTS are sophisticated commercial parties with extensive experience in the transportation and logistics industry. At the time the TSA was executed on March 15, 2019, both parties had access to market data, financial projections, historical operating metrics, industry benchmarks, and publicly available information regarding freight rates, carrier margins, fleet utilization costs, and driver compensation that would have permitted a reasonable estimate of actual damages arising from early termination of the TSA. VTS's actual damages from the loss of the contract were readily calculable based on known and ascertainable variables, including volume, per-mile rates, operating margins, fleet depreciation, and the availability of alternative freight in the market. Under New York law, a liquidated damages clause is unenforceable where "the actual loss was readily ascertainable at the time the contract was executed." See Northpoint Holdings v. Purdy Corp., 41 N.Y.2d 354, 357 (1977); Kestrel Corporation, 4 N.Y.3d 373, 380 (2005).
2. The liquidated damages formula is grossly disproportionate to any reasonably foreseeable or actual harm. The liquidated damages formula set forth in Section 14.2 — calculated as 75% of the ACV multiplied by the number of remaining full and partial contract years — yields a liquidated damages amount of approximately $67,230,000 for a termination occurring in CY3 of a five-year contract. This sum is grossly disproportionate to VTS's actual economic loss from the termination. Stonefield's retained damages expert, Dr. Evelyn Rosser of Kensington Analytics Group LLC, has opined that Vantor's maximum compensable damages — under the most favorable assumptions for Vantor, and assuming arguendo that the termination was wrongful — would not exceed $8,200,000, after adjusting for Vantor's own breaches, failure to mitigate, and a proper market-based lost-profits calculation. The ratio of the liquidated damages amount ($67.2 million) to Dr. Rosser's estimate of maximum actual damages ($8.2 million) is approximately 8.2:1, a magnitude that, under New York law, supports a finding that the clause operates as a penalty. See Bates Adv. Corp. v. City of New York, 25 N.Y.2d 521, 527 (1969).
3. The clause operates as a penalty designed to deter termination, rather than as a reasonable pre-estimate of loss. The 75% multiplier in the liquidated damages formula is applied to the full ACV — i.e., to gross revenue — rather than to VTS's margin, net profit, or contribution margin on the contract. The effect is that the liquidated damages clause would require Stonefield to pay VTS 75% of the revenue that VTS would have earned for services VTS would never perform, without any deduction for VTS's variable costs, avoided expenses, or mitigation. This structure is punitive in nature and is inconsistent with the compensatory purpose of liquidated damages under New York law, which requires that liquidated damages bear a "reasonable relation" to the probable loss. See JMD Holding, 4 N.Y.3d at 380.
For these reasons, Stonefield contends that TSA Section 14.2 is an unenforceable penalty and that Vantor's liquidated damages claim should be dismissed.
INTERROGATORY NO. 14
Interrogatory: Describe in detail all efforts made by Vantor or VTS to mitigate damages following the termination of the TSA, of which Stonefield is aware.
Objections: Stonefield objects to this interrogatory to the extent it asks Stonefield to describe Vantor's own conduct, which is more properly within Vantor's knowledge, possession, and control. Stonefield's ability to respond is limited to information that Stonefield has obtained through its own investigation and through discovery in this action. Subject to and without waiving this objection, Stonefield responds based on information currently known to it, including information obtained through Vantor's initial and supplemental discovery responses and document productions to date.
Response: Based on information currently available to Stonefield, including Vantor's discovery responses, document productions, and deposition testimony obtained to date, Stonefield is not aware of any meaningful efforts by Vantor or VTS to mitigate damages following the March 4, 2022 termination of the TSA. Specifically:
• Vantor has not identified, in its discovery responses or document productions to date, any new shipper contracts, customer accounts, or freight volumes obtained to replace the Stonefield business following the termination. Vantor's initial discovery responses were notably silent on mitigation efforts.
• The freight market during Q1 and Q2 2022 was robust, with spot market rates elevated approximately 35% above historical averages (as measured by the Penrose Data Systems and Penrose Services Inc. market reports), presenting ample opportunity for VTS to redeploy its fleet capacity to alternative shippers at favorable market rates. The demand environment during this period strongly favored carriers, making meaningful mitigation both feasible and commercially reasonable.
• VTS's fleet of approximately 650 owned tractors and 2,100 trailers — including the approximately 400 tractors and associated trailer capacity previously dedicated to Stonefield lanes — was available for redeployment to alternative accounts following the termination. Discovery to date suggests that this capacity was underutilized during the post-termination period.
• discovery to date suggests that Vantor's workforce reduction of approximately 180 drivers and support staff, which Vantor claims caused $2,870,000 in severance and related costs, was undertaken without meaningful efforts to reassign those personnel to alternative freight operations, new customer accounts, or other revenue-generating activities within VTS's fleet network.
• Stonefield reserves the right to supplement this response based on Vantor's supplemental production of fleet redeployment records and mitigation-related documents ordered by the Court in its June 9, 2023 Order (Dkt. No. 47) compelling Vantor to produce such records by July 31, 2023.
INTERROGATORY NO. 15
Interrogatory: State whether Stonefield contends that Vantor's claims for stranded assets ($5,200,000), workforce reduction costs ($2,870,000), and mitigation costs ($1,400,000) are barred, and if so, describe the factual and legal basis for such contention.
Objections: None.
Response: Yes. Stonefield contends that these three categories of claimed damages — totaling $9,470,000 — are barred as consequential damages under the mutual consequential damages waiver set forth in TSA Section 15.1, entitled "Limitation of Liability."
Section 15.1 provides, in relevant part:
"IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES."
Stonefield contends that each of the three categories of damages claimed by Vantor falls squarely within the scope of this waiver:
• Stranded asset costs ($5,200,000): Vantor claims $5,200,000 in stranded asset costs, consisting of accelerated depreciation on tractors and trailers and lease termination fees for equipment that was allegedly dedicated to Stonefield lanes. These costs are consequential or indirect damages flowing from the alleged termination — they represent economic losses arising not from the contract price or value of services not rendered, but rather from Vantor's downstream investment decisions regarding equipment acquisition and leasing. Such losses are, by their nature, consequential damages excluded by Section 15.1.
• Workforce reduction costs ($2,870,000): Vantor claims $2,870,000 in severance, unemployment insurance costs, and related expenses arising from the termination of approximately 180 drivers and support staff. These costs are consequential or indirect damages representing downstream employment costs, not the direct value of contractual performance. They are excluded by Section 15.1.
• Mitigation costs ($1,400,000): Vantor claims $1,400,000 in costs allegedly incurred in seeking replacement freight and alternative customer accounts following the termination. These costs are, by definition, consequential or incidental damages arising from the alleged breach, not direct damages measured by the contract price or value. They are excluded by Section 15.1.
Stonefield contends that only direct damages — i.e., the difference between the contract price and the market price for the services, or VTS's lost profit margins on the remaining contract term — could potentially survive Section 15.1, and that even such direct damages claims fail on independent grounds, including that the termination was valid for Cause and that Vantor failed to mitigate.
INTERROGATORY NO. 16
Interrogatory: Identify and describe Stonefield's relationship with Ridgeline Capital Partners, LP, including the nature and extent of Ridgeline's involvement in the decision to terminate the TSA.
Objections: Stonefield objects to this interrogatory as to relevance. Ridgeline Capital Partners, LP is a separate legal entity, and the nature or terms of its equity investment in Stonefield are not relevant to the breach-of-contract claims asserted by Vantor in this action. The identity of Stonefield's equity investors does not bear on whether VTS breached the TSA, whether Stonefield's termination was valid, or any other issue of fact or law in this case. Subject to and without waiving this objection, Stonefield responds.
Response: Ridgeline Capital Partners, LP ("Ridgeline"), through its affiliated fund Ridgeline Fund III, LP, holds an approximately 72% equity interest in Stonefield Logistics Group Inc. Ridgeline acquired its controlling equity stake in Stonefield in October 2017 through a leveraged buyout transaction at an enterprise value of approximately $680 million. Alison Trang, Partner at Ridgeline Capital Partners, LP, serves on Stonefield's board of directors. Brendan Carey, Vice President at Ridgeline Capital Partners, LP, serves as a non-voting board observer.
Ridgeline's investment in Stonefield is passive with respect to day-to-day operational decisions, including carrier relationship management, procurement decisions, and contract termination decisions. Ridgeline does not manage or direct Stonefield's operations. The decision to terminate the TSA was made by Stonefield management — specifically Marcus Denton (CEO), Tobias Wren (General Counsel), Carlos Medina (SVP, Operations), and Janet Kirkwood (VP, Carrier Relations) — based on VTS's documented performance failures and the failure to cure those breaches within the cure period. While Ridgeline board members were informed of the Vantor litigation after its commencement in September 2022, Ridgeline was not involved in, consulted about, or informed of the operational decision to issue the Cure Notice or the Termination Letter at the time those actions were taken.
INTERROGATORY NO. 17
Interrogatory: State whether Stonefield tendered this action to any insurer for coverage or defense, and if so, identify the insurer, the policy number, and describe the outcome of the tender.
Objections: Stonefield objects to this interrogatory as to relevance. Insurance coverage matters are not relevant to the merits of Vantor's breach-of-contract claims and do not bear on any issue of fact or law in this action. Subject to and without waiving this objection, Stonefield responds.
Response: On September 6, 2022, following the filing of Vantor's Complaint on September 15, 2022 (Stonefield received pre-filing notice on approximately September 2, 2022), Stonefield tendered notice of this action to Graymark Insurance Company under Stonefield's directors and officers liability insurance policy (Policy No. GLG-DO-2022-04871, with an aggregate policy limit of $15,000,000). On October 3, 2022, Graymark Insurance Company declined coverage on the basis that the claims asserted by Vantor arise from a commercial contract dispute and do not constitute "wrongful acts" of directors or officers within the meaning of the D&O policy. Graymark specifically cited the contractual liability exclusion in the policy as a basis for its declination.
Stonefield also maintains a commercial general liability insurance policy with Brindoval Mutual Insurance Co. (Policy No. CGL-SLG-2022-11902), which provides coverage for bodily injury and property damage claims but does not provide coverage for breach of contract claims or the categories of damages asserted by Vantor in this action. Stonefield did not tender this action to Brindoval.
INTERROGATORY NO. 18
Interrogatory: Describe in detail the process by which Raymond Hess calculated or verified the Q4 2021 performance metrics cited in the Cure Notice, including the data sources, methodology, and any verification procedures used.
Objections: None.
Response: Raymond Hess, as Director of Contract Compliance at Stonefield Logistics Group Inc., was responsible for monitoring VTS's compliance with the SLOs defined in the TSA and Schedule B thereto. In connection with the preparation of the Cure Notice, Mr. Hess independently calculated and verified the Q4 2021 performance metrics using data from VTS's own Carrier Performance Portal — a web-based reporting system maintained and operated by VTS that tracked shipment-level performance data, including pickup times, delivery times, tender responses, equipment availability, fleet status, and cargo claims. The Portal was accessible to Stonefield pursuant to TSA Section 9.3, which required VTS to provide Stonefield with real-time access to carrier performance data.
Mr. Hess's methodology for each metric was as follows:
• On-time pickup rate (78.2%): Calculated by dividing the total number of pickups completed within the contracted pickup window (as defined in Schedule B, Section 1(a)) by the total number of pickups scheduled during Q4 2021 (October 1 through December 31, 2021). The pickup window was defined as within two hours of the scheduled pickup time.
• On-time delivery rate (81.6%): Calculated by dividing the total number of deliveries completed within the contracted delivery window (as defined in Schedule B, Section 1(b)) by the total number of deliveries during Q4 2021.
• Tender acceptance rate (71.4%): Calculated by dividing the number of tenders accepted by VTS by the total number of tenders offered by Stonefield to VTS during Q4 2021. Tenders were issued through Stonefield's transportation management system an