1012-00005 · Stonefield Logistics Group · Discovery/Propounded

responses-vantor-first-rfp.docx DOCUMENT Litigation

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S RESPONSES AND OBJECTIONS TO PLAINTIFF'S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS

I. PRELIMINARY STATEMENT

Defendant Stonefield Logistics Group Inc. ("Stonefield" or "Defendant"), by and through its attorneys Calderwood & Harkness LLP, hereby responds and objects to Plaintiff Vantor Holdings Corp.'s ("Vantor" or "Plaintiff") First Request for Production of Documents, served on March 20, 2023 (the "Requests"), pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure and the Local Civil Rules of the Southern District of New York.

These responses and objections are made based on the information and documents reasonably available to Defendant as of the date hereof. Defendant has undertaken a reasonable and diligent search for documents responsive to the Requests, including a comprehensive review of electronically stored information ("ESI") collected from relevant custodians and data sources. Notwithstanding the diligence of Defendant's search, discovery and investigation in this matter are ongoing, and Defendant expressly reserves the right to supplement, amend, or modify these responses and objections as additional information becomes available, as further documents are identified or located, and as the issues in this litigation are further defined through the pleadings, motion practice, and ongoing discovery.

The document production accompanying these responses is being made in accordance with the Case Management Order entered by the Honorable Margaret T. Calloway on February 17, 2023 (the "CMO"), which established April 14, 2023 as the deadline for the initial production of documents responsive to each party's first set of discovery requests. Defendant has endeavored to comply in good faith with the CMO's requirements and with the ESI protocol agreed to by the parties and so-ordered by the Court.

Documents responsive to the Requests are being produced via the Pinnacle Forensics LLC hosted review platform (Project ID: PF-SLG-2022-0914), Bates-stamped SLG-000001 through SLG-042387, constituting a total of 42,387 documents encompassing approximately 186,000 pages. The production includes both native files and TIFF images, consistent with the format specifications agreed upon by the parties in the ESI Protocol, and is organized by custodian and date, with consecutive Bates numbering cross-referenced to the accompanying production index.

A separate Privilege Log identifying 1,247 documents withheld in whole or in part on the basis of the attorney-client privilege and/or the work product doctrine is being served contemporaneously herewith, in compliance with the CMO and Federal Rule of Civil Procedure 26(b)(5)(A). The Privilege Log provides sufficient information to enable Plaintiff to assess the applicability of the claimed privilege or protection as to each withheld document, including the date, author, recipient(s), general subject matter, and basis for the privilege or protection asserted.

By making the responses and producing the documents described herein, Defendant does not concede the relevance, materiality, authenticity, or admissibility of any document or information produced. All such rights are expressly reserved.

II. GENERAL OBJECTIONS

Defendant makes the following General Objections, each of which is incorporated by reference into every specific response set forth below, as if fully stated therein. The assertion of any specific objection in response to any individual Request does not constitute a waiver of any General Objection, and the failure to assert a specific objection in response to any individual Request does not waive any General Objection or any other objection or defense available to Defendant.

1. Scope and Proportionality. Defendant objects to any Request to the extent it seeks documents that are not relevant to any party's claim or defense in this action or that are not proportional to the needs of the case, as required by Federal Rule of Civil Procedure 26(b)(1). In assessing proportionality, Defendant has considered the factors enumerated in Rule 26(b)(1), including 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. Defendant reserves the right to object to any Request on proportionality grounds even where such objection is not specifically asserted.

2. Attorney-Client Privilege and Work Product Protection. Defendant objects to any Request to the extent it calls for the production of documents or communications 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 from disclosure recognized under federal or state law. Defendant has withheld and/or redacted documents on privilege grounds where appropriate and has identified such documents on the Privilege Log served herewith. Any inadvertent production of privileged or protected documents or information shall not constitute a waiver of any privilege or protection, consistent with the Stipulation and Order Regarding Inadvertent Production of Privileged Documents entered by the Court on February 17, 2023 pursuant to Federal Rule of Evidence 502(d) (the "Clawback Order"). Defendant expressly reserves all rights under the Clawback Order, including the right to demand the return of any inadvertently produced privileged or protected documents.

3. Overbreadth and Undue Burden. Defendant objects to any Request to the extent it is overbroad, unduly burdensome, oppressive, or unreasonable, or is not reasonably limited in scope, time period, or subject matter. Where Defendant has determined that a Request, as literally drafted, would impose unreasonable burdens disproportionate to the likely benefit of the discovery sought, Defendant has responded to a reasonable interpretation of the Request and has described the scope of its search and production.

4. Vagueness and Ambiguity. Defendant objects to any Request to the extent it uses terms that are vague, ambiguous, undefined, or susceptible to multiple reasonable interpretations. Where Defendant has responded to a Request notwithstanding such vagueness or ambiguity, Defendant has done so based on its own reasonable interpretation of the terms used, without conceding the propriety of any other interpretation. Defendant's reasonable interpretation of any vague or ambiguous term shall not be construed as an admission or concession regarding the meaning of such term.

5. "All" and "Each and Every" Documents. Defendant objects to any Request that seeks "all," "any and all," or "each and every" document to the extent such language renders the Request overbroad, unduly burdensome, or disproportionate to the needs of the case. In response to such Requests, Defendant will produce representative and responsive documents located after a reasonable and diligent search of relevant custodial and non-custodial data sources, but does not represent or warrant that every conceivably responsive document has been identified or produced.

6. Documents Equally Available to Plaintiff. Defendant objects to any Request to the extent it seeks documents that are equally available to Plaintiff, that are in Plaintiff's own possession, custody, or control, or that are publicly available from other sources. To the extent that responsive documents are equally available to Plaintiff or are matters of public record, Defendant may decline to produce such documents or may refer Plaintiff to the public source.

7. Third-Party Documents. Defendant objects to any Request to the extent it seeks documents that are not within Defendant's possession, custody, or control but rather are in the possession, custody, or control of third parties, including affiliates, portfolio companies, lenders, insurers, or other entities not under Defendant's legal control. Defendant's obligation to produce documents extends only to those documents within its possession, custody, or control as defined under applicable law.

8. Confidentiality and Protective Order. Defendant reserves all rights under the Stipulated Protective Order entered in this action on February 17, 2023 (the "Protective Order") with respect to documents produced by Defendant or by third parties. Defendant may designate documents as "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" in accordance with the terms of the Protective Order, and such designations shall not be deemed waived by reason of any failure to assert a confidentiality objection in these responses.

9. Temporal Scope. Where any Request does not specify a time period or date range, Defendant interprets such Request as reasonably limited to the period of the Transportation Services Agreement (Contract Ref. No. SLG-VTS-2019-0315) between Stonefield and Vantor Transport Services LLC ("VTS"), i.e., from April 1, 2019 (the effective date of the TSA) through March 4, 2022 (the date of termination), together with a reasonable period before and after that timeframe relating to the negotiation, performance, administration, and termination of the TSA and the events giving rise to this litigation. Defendant does not concede that any broader temporal scope is appropriate or that documents outside this period are relevant or proportional to the needs of the case.

10. Reservation of Rights. These General Objections are incorporated into each specific response set forth below. The assertion of any specific objection does not waive any General Objection, and the failure to assert a specific objection does not waive any General Objection or any other right or defense. Defendant reserves all rights to assert additional objections, to supplement or amend its responses, to challenge the relevance, admissibility, or authenticity of any document, and to raise any other issue permitted by the Federal Rules of Civil Procedure, the Local Civil Rules, or applicable law. Defendant further reserves the right to use any document produced herein or otherwise obtained in discovery in support of its defenses and counterclaims.

III. DEFINITIONS AND INTERPRETATIONS

For purposes of these responses and objections, the following definitions and interpretations apply:

• "TSA" refers to the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) between Stonefield Logistics Group Inc. and Vantor Transport Services LLC, together with all schedules, exhibits, amendments, and supplements thereto, unless the context otherwise requires.

• "VTS" refers to Vantor Transport Services LLC, the signatory counterparty to the TSA and a wholly owned operating subsidiary of Plaintiff Vantor Holdings Corp. References to "Vantor" in these responses may include VTS where the context so indicates, and references to VTS may include Vantor Holdings Corp. as its parent and the entity asserting claims in this litigation.

• "Cure Notice" refers to the written Cure Notice dated January 18, 2022, issued by Raymond Hess, Director of Contract Compliance of Stonefield, to Sandra Milescu, Chief Operating Officer of Vantor and VTS, notifying VTS of material breaches of the TSA and providing the contractually required 30-day cure period pursuant to Section 14.2(a) of the TSA.

• "Termination Letter" refers to the formal termination letter dated March 4, 2022, issued by Tobias Wren, General Counsel of Stonefield, to Vantor Holdings Corp. and VTS, terminating the TSA for cause pursuant to Section 14.2(b) of the TSA following VTS's failure to cure the identified breaches within the cure period.

• References to "documents" shall be interpreted consistent with Federal Rule of Civil Procedure 34(a) and the ESI Protocol agreed upon by the parties and so-ordered by the Court. The term "documents" includes, without limitation, all writings, drawings, graphs, charts, photographs, sound recordings, images, and other data or data compilations, whether in paper or electronic form, including electronically stored information ("ESI") such as email, instant messages, text messages, voicemails, presentations, spreadsheets, databases, and metadata.

• References to "communications" include any oral, written, or electronic exchange of information, including but not limited to emails, letters, memoranda, instant messages, text messages, telephone calls, voicemails, and video or audio conferences.

• Where these responses state that Defendant "will produce" documents, such production is being made contemporaneously with the service of these responses unless otherwise indicated.

IV. SPECIFIC RESPONSES AND OBJECTIONS TO REQUESTS FOR PRODUCTION NOS. 1–38

REQUEST FOR PRODUCTION NO. 1

Request: All documents constituting, relating to, or evidencing the Transportation Services Agreement between Stonefield Logistics Group Inc. and Vantor Transport Services LLC, including without limitation all schedules, exhibits, amendments, supplements, side letters, and addenda thereto.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce documents responsive to this Request. The fully executed TSA, including Schedules A (Scope of Services), B (Pricing and Rate Structure), C (Lane Designations and Route Assignments), and D (Service Level Obligations), together with all amendments and supplements executed during the term of the TSA, are produced at Bates Nos. SLG-000001 through SLG-000147.

REQUEST FOR PRODUCTION NO. 2

Request: All documents and communications relating to the negotiation and drafting of the TSA, including without limitation all drafts, redlines, marked-up versions, term sheets, letters of intent, and internal analyses prepared in connection with the negotiation of the TSA.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine. During the negotiation and drafting of the TSA, Stonefield was represented by outside counsel, Ashford Meridian LLP, which drafted and negotiated the TSA on Stonefield's behalf. Communications between Stonefield personnel and Ashford Meridian LLP concerning the drafting, structuring, and negotiation of the TSA are protected by the attorney-client privilege, and draft agreements reflecting counsel's legal analysis and recommendations are protected as attorney work product. Subject to and without waiving this objection, Defendant will produce non-privileged documents responsive to this Request, including internal business communications, term sheets, internal financial and operational analyses, and non-privileged draft documents. Responsive non-privileged business communications and internal analyses are produced at Bates Nos. SLG-000148 through SLG-001274. Documents withheld on grounds of attorney-client privilege and/or work product protection are identified on the Privilege Log served contemporaneously herewith, with sufficient detail to permit Plaintiff to assess the applicability of the asserted privilege.

REQUEST FOR PRODUCTION NO. 3

Request: All documents relating to Stonefield's decision to enter into the TSA with Vantor and/or VTS, including without limitation board of directors minutes, committee meeting minutes, committee approvals, investment committee materials, and internal investment analyses or business case memoranda.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents reflecting attorney-client privileged communications or constituting attorney work product, including legal advice provided to Stonefield's board of directors or management regarding the decision to enter into the TSA and the legal terms and risks associated therewith. Subject to and without waiving this objection, Defendant will produce non-privileged responsive documents, including relevant excerpts of board materials, internal approval memoranda, and business case analyses prepared in connection with the decision to enter into the TSA. Responsive non-privileged documents are produced at Bates Nos. SLG-001275 through SLG-001682.

REQUEST FOR PRODUCTION NO. 4

Request: All documents relating to Stonefield's performance of its obligations under the TSA, including without limitation freight volume tendered to VTS, transportation charges paid or payable to VTS, records of shipments tendered to and transported by VTS, and any records reflecting Stonefield's compliance with its obligations under the TSA.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents. Shipment records, freight tender data, load summaries, transportation charge records, and payment records are produced at Bates Nos. SLG-001683 through SLG-008941. These documents include monthly and quarterly shipment volume summaries, transportation charges billed and paid, and payment histories for each contract year from Contract Year 1 (April 1, 2019 through March 31, 2020) through the date of termination of the TSA on March 4, 2022, including partial Contract Year 3 data.

REQUEST FOR PRODUCTION NO. 5

Request: All documents relating to the Annual Committed Volume ("ACV") under the TSA, including without limitation calculations of freight volumes tendered by Stonefield to VTS, any deficiency or shortfall analyses, any volume reconciliation reports, and any notices or communications regarding volume commitments.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents. ACV tracking records, internal volume analyses, volume reconciliation reports, and related correspondence are produced at Bates Nos. SLG-008942 through SLG-009876. These documents include Stonefield's internal volume tracking for each contract year of the TSA. With respect to Contract Year 2 (April 1, 2020 through March 31, 2021), during which the COVID-19 pandemic substantially disrupted freight demand, the documents reflect that Stonefield tendered $31.8 million in freight volume against the contractual ACV of $43.2 million. However, as a result of Stonefield's valid invocation of the force majeure provision under Section 12.1 of the TSA for the period of April 2020 through September 2020 (a six-month period), the adjusted ACV for Contract Year 2 was $21.6 million (reflecting the pro-rata reduction for the force majeure period), which was exceeded by $10.2 million. With respect to Contract Year 3 (April 1, 2021 through March 4, 2022, the date of termination), the documents reflect that Stonefield tendered $36.5 million in freight volume during the approximately ten-month period prior to termination.

REQUEST FOR PRODUCTION NO. 6

Request: All documents relating to Stonefield's invocation of force majeure under Section 12.1 of the TSA, including without limitation any force majeure notices, related correspondence with VTS, internal analyses of the impact of COVID-19 on freight demand and operations, and any communications regarding the duration or scope of the force majeure period.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-009877 through SLG-010214. These documents include Stonefield's formal force majeure notice issued in April 2020, internal analyses prepared by Stonefield's operations and finance teams regarding the impact of COVID-19 on freight demand, supply chain disruption, and carrier capacity, and related correspondence with VTS covering the force majeure period of April 2020 through September 2020. The documents also include internal memoranda assessing the criteria for invocation of Section 12.1 and the determination that the COVID-19 pandemic constituted a qualifying force majeure event under the TSA.

REQUEST FOR PRODUCTION NO. 7

Request: All documents relating to Stonefield's monitoring of VTS's performance under the TSA, including without limitation performance scorecards, quarterly and monthly performance reports, dashboards, key performance indicator tracking, and internal assessments of VTS's compliance with its Service Level Obligations as set forth in Schedule D to the TSA.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-010215 through SLG-013487. These documents include monthly and quarterly performance scorecards tracking VTS's performance across all five Service Level Obligation ("SLO") metrics defined in Schedule D to the TSA: (1) on-time pickup rate, (2) on-time delivery rate, (3) cargo claims ratio, (4) tender acceptance rate, and (5) equipment availability compliance. The produced documents include detailed data reflecting VTS's performance failures in the fourth quarter of 2021 (October–December 2021), during which VTS failed to meet all five SLO metrics: on-time pickup was measured at 78.2% against the 95% SLO threshold; on-time delivery was measured at 81.6% against the 93% SLO threshold; tender acceptance was measured at 71.4% against the 90% SLO threshold; equipment availability was measured at 62% against the 85% SLO threshold; and the cargo claims ratio was measured at 1.07% against the ≤0.5% SLO threshold. Prior quarters' performance data are also included in the production.

REQUEST FOR PRODUCTION NO. 8

Request: All documents relating to or constituting the Cure Notice dated January 18, 2022, including without limitation all drafts of the Cure Notice, internal communications regarding its preparation, review, and approval, and any supporting analyses, data, or documentation relied upon in connection with the issuance of the Cure Notice.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine. In particular, communications between Stonefield personnel and Ashford Meridian LLP and/or Calderwood & Harkness LLP regarding the legal analysis, preparation, review, and strategy associated with the Cure Notice are privileged and protected. These communications include, among others, correspondence between Raymond Hess (Director, Contract Compliance, Stonefield) and Lorraine Beckwith (Partner, Ashford Meridian LLP) during the period of January through February 2022 concerning the legal sufficiency and strategic implications of the Cure Notice. Subject to and without waiving this objection, Defendant will produce the final executed Cure Notice and non-privileged preparatory documents, including internal business communications and supporting performance data, at Bates Nos. SLG-013488 through SLG-013792. Documents withheld on privilege grounds are specifically identified on the Privilege Log served herewith.

REQUEST FOR PRODUCTION NO. 9

Request: All documents relating to or constituting any response received from Vantor or VTS to the Cure Notice, including without limitation any written responses, proposed cure plans, remediation proposals, and Stonefield's internal analysis of any such response, including any assessment of whether VTS's response constituted adequate cure.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-013793 through SLG-014102. These documents include VTS's response letter dated February 14, 2022, from Derek Pruitt (VP, Operations, VTS) to Janet Kirkwood (VP, Carrier Relations, Stonefield), as well as Stonefield's internal analyses and memoranda assessing whether VTS's response constituted adequate cure of the identified material breaches within the 30-day cure period specified in Section 14.2(a) of the TSA (the cure period having expired on February 17, 2022). Privileged documents reflecting legal advice regarding the adequacy of cure are withheld and identified on the Privilege Log.

REQUEST FOR PRODUCTION NO. 10

Request: All documents relating to or constituting the Termination Letter dated March 4, 2022, including without limitation all drafts thereof, internal communications regarding its preparation, review, and approval, and any legal opinions, analyses, or advice concerning the decision to terminate the TSA.

REQUEST FOR PRODUCTION NO. 11

Request: All documents relating to Stonefield's use of carriers other than VTS for freight transportation services, including without limitation Cascade Freight Systems Inc. and Briarwood Trucking Co., during the term of the TSA.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request as overbroad and unduly burdensome to the extent it seeks documents relating to Stonefield's use of any and all carriers in its freight brokerage network during the entire term of the TSA. Stonefield is a freight brokerage and logistics company that manages an active carrier network of approximately 12,000 approved motor carriers and facilitates approximately 850,000 shipments annually across a wide range of lanes, modes, and service types. The vast majority of these carrier relationships and shipments bear no connection whatsoever to the TSA, VTS, or the claims and defenses at issue in this litigation. Producing records relating to all carrier relationships for the entire term of the TSA would impose an enormous and disproportionate burden on Defendant and would yield overwhelmingly irrelevant material. Defendant further objects that this Request is not proportional to the needs of the case under Rule 26(b)(1), considering the marginal relevance, if any, of Stonefield's use of unrelated carriers on unrelated lanes.

Subject to and without waiving these objections, Defendant will produce documents specifically relating to its use of Cascade Freight Systems Inc. and Briarwood Trucking Co. — the two carriers specifically identified by Plaintiff — on lanes relevant to the TSA (i.e., Lanes 1 through 14 as designated in Schedule C to the TSA) during the period of January 2021 through March 2022. Responsive documents are produced at Bates Nos. SLG-014388 through SLG-016294. These documents demonstrate that Cascade Freight Systems Inc. and Briarwood Trucking Co. were utilized exclusively on Lanes 8 through 14, which are classified as "Secondary Lanes" under Section 2(b) of Schedule C to the TSA. The exclusivity provisions set forth in Section 2(a) of Schedule C apply only to the 14 "Primary Lanes" and do not restrict Stonefield's use of alternative carriers on Secondary Lanes. Accordingly, Stonefield's use of Cascade and Briarwood on Secondary Lanes was fully consistent with the terms of the TSA.

REQUEST FOR PRODUCTION NO. 12

Request: All documents relating to the lane designations, route assignments, and exclusivity provisions under Schedule C to the TSA, including without limitation any analyses of whether specific lanes are classified as "Primary Lanes" or "Secondary Lanes," any lane reclassification determinations, and any internal or external correspondence regarding lane exclusivity.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-016295 through SLG-016874. These documents include Schedule C to the TSA, internal lane classification records, lane assignment maps, and analyses of lane designations prepared during the term of the TSA.

REQUEST FOR PRODUCTION NO. 13

Request: All communications between Stonefield and VTS (including any employees, officers, agents, or representatives of either party) from January 1, 2021 through March 31, 2022, including without limitation emails, letters, memoranda, text messages, instant messages, and records of telephone calls.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request as overbroad to the extent it seeks all communications between any Stonefield employee, officer, agent, or representative and any VTS employee, officer, agent, or representative during a 15-month period, without any limitation as to subject matter. Given the breadth and volume of the operational relationship between Stonefield and VTS, which involved hundreds of daily operational communications (dispatch coordination, load confirmations, shipment tracking, and similar routine operational matters), an unrestricted production of all such communications would be disproportionate and unduly burdensome.

Subject to and without waiving this objection, Defendant will produce communications between Stonefield and VTS personnel relating to matters at issue in this litigation, including the TSA, VTS's performance thereunder, Service Level Obligations, the Cure Notice, the termination of the TSA, volume tenders, carrier operations, equipment availability, and the parties' contractual relationship during the period January 1, 2021 through March 31, 2022. Responsive communications are produced at Bates Nos. SLG-016875 through SLG-024318. In conducting its search, Defendant has reviewed the email accounts and electronic files of the following key custodians: Janet Kirkwood (Vice President, Carrier Relations), Raymond Hess (Director, Contract Compliance), Carlos Medina (Senior Vice President, Operations), and Tobias Wren (General Counsel). Privileged communications are withheld and identified on the Privilege Log.

REQUEST FOR PRODUCTION NO. 14

Request: All internal Stonefield communications relating to VTS's performance under the TSA, including without limitation emails, memoranda, reports, presentations, meeting notes, and instant messages, from January 1, 2021 through March 31, 2022.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request as to non-privileged documents. Defendant will produce responsive non-privileged internal communications at Bates Nos. SLG-024319 through SLG-028147. Documents reflecting attorney-client privileged communications between Stonefield personnel and inside or outside counsel, as well as documents constituting attorney work product, are withheld and identified on the Privilege Log served herewith.

REQUEST FOR PRODUCTION NO. 15

Request: All documents relating to Stonefield's decision to divert or redirect freight volume from VTS to other carriers during the term of the TSA, including without limitation analyses, instructions, memoranda, and communications regarding the reallocation of freight volume.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to the characterization of Stonefield's carrier selection decisions as a "divert[sion] or redirect[ion]" of freight volume from VTS. This characterization is argumentative, assumes facts not established, and does not accurately reflect the nature of Stonefield's operational decisions, which were made in response to VTS's chronic tender rejections, service failures, and equipment unavailability. Defendant does not concede the factual premise embedded in the Request.

Subject to and without waiving this objection, Defendant will produce documents relating to Stonefield's carrier selection decisions on lanes serviced by VTS under the TSA, including operational decisions to utilize alternative carriers in response to VTS's failures to accept freight tenders, VTS's service deficiencies, and VTS's inability to provide committed equipment capacity. Responsive documents are produced at Bates Nos. SLG-028148 through SLG-029476.

REQUEST FOR PRODUCTION NO. 16

Request: All documents relating to the Rate Adjustment Mechanism under Section 5.3 of the TSA, including without limitation rate calculations, analyses of projected or actual rate adjustments, fuel surcharge calculations, and any internal discussions or communications regarding the financial impact of anticipated or actual rate changes on Stonefield's transportation costs.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-029477 through SLG-030218. These documents include historical rate adjustment calculations for each adjustment period during the term of the TSA, the projected April 2022 rate adjustment analysis, and related internal communications and financial analyses. Among the documents produced is an analysis prepared by Ashford Meridian LLP in February 2022, at Stonefield's request, projecting that the scheduled April 2022 rate adjustment under Section 5.3 of the TSA would have increased the weighted average per-mile transportation rate from $2.87 to $3.28, representing a 14.3% increase over the then-current rates. This projected rate increase would have added approximately $6.2 million in annual transportation costs to Stonefield based on projected annual freight volumes.

REQUEST FOR PRODUCTION NO. 17

Request: All documents relating to any Stonefield board of directors meetings, committee meetings, or management meetings at which the Vantor or VTS relationship, the TSA, or the termination thereof was discussed, including without limitation board minutes, committee minutes, presentations, reports, and board packages.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine, including legal advice provided to Stonefield's board of directors or its committees by inside or outside counsel regarding the TSA, the termination of the TSA, and/or this litigation. Board materials reflecting or summarizing legal advice from counsel, or prepared at the direction of counsel in anticipation of litigation, are privileged and protected.

Subject to and without waiving this objection, Defendant will produce non-privileged responsive board materials, meeting minutes, management presentations, and related documents at Bates Nos. SLG-030219 through SLG-031104. Privileged materials, including board-level legal briefings from Tobias Wren and Ashford Meridian LLP, are identified on the Privilege Log.

REQUEST FOR PRODUCTION NO. 18

Request: All documents relating to any communications between Stonefield and Ridgeline Capital Partners, LP (or any fund, affiliate, subsidiary, portfolio company, partner, officer, director, employee, or representative thereof) regarding the TSA, VTS, the Vantor relationship, or the decision to terminate the TSA.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege, the work product doctrine, and/or the common interest privilege. Ridgeline Capital Partners, LP ("Ridgeline") is a private equity firm that holds an approximately 72% equity ownership interest in Stonefield through Ridgeline Fund III, LP. Communications between Stonefield and Ridgeline involving legal advice from shared or separate counsel regarding the TSA termination and/or this litigation may be protected under the common interest doctrine where such communications were made in furtherance of a shared legal interest. Additionally, communications reflecting or conveying legal advice from Stonefield's counsel to Stonefield's board, including board members affiliated with Ridgeline, are protected by the attorney-client privilege.

Subject to and without waiving these objections, Defendant will produce non-privileged responsive communications between Stonefield and Ridgeline at Bates Nos. SLG-031105 through SLG-031687. Key contacts referenced in the responsive documents include Alison Trang (Partner, Ridgeline Capital Partners; member of Stonefield's board of directors) and Brendan Carey (Vice President, Ridgeline Capital Partners; board observer). Privileged materials, including communications involving legal advice regarding the litigation and the TSA termination, are identified on the Privilege Log.

REQUEST FOR PRODUCTION NO. 19

Request: All documents relating to cargo claims, cargo losses, or cargo damage involving VTS shipments during the term of the TSA, including without limitation claim files, loss reports, incident reports, investigation records, and settlement or payment documentation.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-031688 through SLG-032941. These documents include cargo claim files, loss reports, investigation records, and settlement documentation for all documented cargo claims involving VTS shipments during the term of the TSA. The produced documents include records of the 16 documented cargo claims arising in November and December 2021 alone, which totaled $387,400 in claimed losses. Based on VTS's total freight revenue during the November–December 2021 period, this yielded a cargo claims ratio of approximately 1.07%, which materially exceeded the ≤0.5% cargo claims ratio threshold established as a Service Level Obligation in Schedule D, Section 3(c) of the TSA.

REQUEST FOR PRODUCTION NO. 20

Request: All documents relating to VTS's equipment availability and fleet capacity during the term of the TSA, including without limitation fleet availability reports, equipment monitoring data, capacity tracking reports, and correspondence regarding VTS's equipment commitments and actual availability.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-032942 through SLG-034187. These documents include fleet availability reports, capacity tracking data, equipment compliance monitoring records, and related correspondence between Stonefield and VTS regarding VTS's equipment availability. The produced documents reflect that VTS committed under Section 7.1 of the TSA to maintain a dedicated fleet of 400 tractors and 1,200 trailers for the performance of services on the Primary Lanes. The documents further reflect that VTS's actual available fleet capacity declined significantly over the course of 2021, with VTS's available tractor fleet falling to approximately 248 units (representing only 62% of the committed fleet capacity) by the fourth quarter of 2021, substantially below the 85% equipment availability SLO threshold specified in Schedule D, Section 3(e).

REQUEST FOR PRODUCTION NO. 21

Request: All documents relating to Stonefield's payment of transportation charges to VTS under the TSA, including without limitation invoices, payment records, remittance advices, accounts payable records, and any records of disputed charges, credits, offsets, or deductions.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-034188 through SLG-036472. These documents include monthly invoicing records, payment ledgers, remittance advices, and accounts payable records reflecting all transportation charges invoiced by VTS and paid by Stonefield for all contract years from Contract Year 1 through the date of termination.

REQUEST FOR PRODUCTION NO. 22

Request: All documents relating to Stonefield's financial performance, including without limitation annual and quarterly financial statements, management reports, budgets, forecasts, and projections, for fiscal years 2019 through 2022.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request as overbroad and not proportional to the needs of the case to the extent it seeks Stonefield's complete financial records — including all financial statements, management reports, budgets, forecasts, and projections — for four full fiscal years without any limitation to matters relevant to the claims and defenses at issue in this breach of contract action. Stonefield is a mid-market freight brokerage and logistics company with approximately $1.28 billion in revenue for fiscal year 2022 and operations spanning numerous business lines, carrier relationships, and geographic markets. Stonefield's complete financial records for four fiscal years are voluminous and overwhelmingly irrelevant to the contractual claims at issue, which concern the TSA and VTS's performance thereunder. The burden and expense of identifying, reviewing, and producing Stonefield's comprehensive financial records for four fiscal years would vastly outweigh the marginal benefit, if any, of such a production.

Subject to and without waiving these objections, Defendant will produce financial records and analyses reasonably related to the TSA relationship, including VTS-specific transportation cost data, revenue and cost data for the TSA lanes, volume and pricing analyses, and financial data relevant to the parties' contractual commitments and to Plaintiff's damages calculations. Responsive documents are produced at Bates Nos. SLG-036473 through SLG-037218.

REQUEST FOR PRODUCTION NO. 23

Request: All documents relating to any insurance claims or notifications made by Stonefield in connection with this litigation or the termination of the TSA, including without limitation insurance policy information, claim submissions, coverage correspondence, and any coverage determinations.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine, including communications between Stonefield's counsel and its insurers regarding coverage analysis and litigation strategy.

Subject to and without waiving this objection, Defendant will produce non-privileged insurance notification documents at Bates Nos. SLG-037219 through SLG-037384. These documents include: (a) the tender of defense and indemnity under Stonefield's Directors and Officers Liability Insurance Policy issued by Graymark Insurance Company (Policy No. GLG-DO-2022-04871; aggregate limit of $15 million), submitted on September 6, 2022, and Graymark's coverage declination letter dated October 3, 2022; and (b) information regarding Stonefield's Commercial General Liability policy with Brindoval Mutual Insurance Co. (Policy No. CGL-SLG-2022-11902), which does not provide coverage for breach of contract claims and was not tendered in connection with this litigation.

REQUEST FOR PRODUCTION NO. 24

Request: All documents relating to any notification to lenders, creditors, financial institutions, or other third parties regarding this litigation or the claims asserted herein.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-037385 through SLG-037514. These documents include the notification letter dated August 24, 2022, from Tobias Wren (General Counsel, Stonefield) to Catherine Devereaux (Senior Vice President, Loan Administration, Lakeshore National Bank, N.A.), in Lakeshore's capacity as Administrative Agent under Stonefield's $425 million Senior Secured Credit Facility (Credit Agreement Ref. LNB-SLG-2017-CA-4402; originally dated October 12, 2017, as amended and restated on June 30, 2021). The production also includes Lakeshore National Bank's acknowledgment letter dated August 30, 2022, in which Lakeshore confirmed receipt of the notification and requested quarterly litigation status updates. The notification was made pursuant to Section 6.03(b) of the Credit Agreement, which requires Stonefield to provide written notice to the Administrative Agent within ten (10) business days of receiving notice of any litigation, investigation, or proceeding involving potential liability in excess of $25 million.

REQUEST FOR PRODUCTION NO. 25

Request: All documents relating to the dispute resolution provisions under Section 16 of the TSA, including without limitation any demand letters, dispute notices, executive negotiation session records, mediation proposals, and correspondence regarding the pre-litigation dispute resolution process.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-037515 through SLG-037812. These documents include: (a) Vantor's demand letter dated April 8, 2022, asserting damages of $95.4 million; (b) Stonefield's response dated April 29, 2022, rejecting Vantor's demand in its entirety and invoking the mandatory 30-day executive negotiation period required by Section 16.2 of the TSA prior to the commencement of any litigation; (c) records relating to the in-person executive negotiation meeting held on May 16, 2022, between Marcus Denton (Chief Executive Officer, Stonefield) and Nikolai Vantorovich (Chief Executive Officer, Vantor Holdings Corp.); and (d) records relating to the telephonic executive negotiation session held on June 3, 2022. Neither the in-person meeting nor the telephonic session resulted in a resolution of the dispute.

REQUEST FOR PRODUCTION NO. 26

Request: All documents relating to any discussions, analyses, evaluations, or proposals regarding settlement of the disputes between Stonefield and Vantor, including without limitation any settlement offers, counteroffers, term sheets, mediation proposals, or internal analyses of potential settlement terms or ranges.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request in its entirety. Documents relating to settlement negotiations, settlement offers, counteroffers, and proposals for compromise are protected from disclosure and inadmissible under Federal Rule of Evidence 408, which excludes evidence of furnishing, offering, or promising valuable consideration in compromising or attempting to compromise a claim, as well as conduct or statements made during compromise negotiations. In addition, settlement-related documents and communications are further protected by the attorney-client privilege and the work product doctrine to the extent they reflect or convey legal advice from counsel regarding the advisability, terms, and strategy of potential settlement. For these reasons, Defendant will not produce documents responsive to this Request.

REQUEST FOR PRODUCTION NO. 27

Request: All documents relating to any experts retained, employed, or consulted by Stonefield in connection with this litigation, including without limitation engagement letters, reports, draft reports, data provided to experts, analyses prepared by experts, and communications with experts.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege, the work product doctrine, and/or the expert-related protections provided by Federal Rule of Civil Procedure 26(b)(4). Rule 26(b)(4)(B) provides that drafts of expert reports are protected as work product regardless of the form in which the draft is recorded, and Rule 26(b)(4)(C) protects communications between a party's attorney and its testifying expert, subject to limited exceptions. Moreover, facts known or opinions held by consulting experts who are not expected to be called as witnesses at trial are not discoverable except upon a showing of exceptional circumstances. See Fed. R. Civ. P. 26(b)(4)(D).

Defendant has served the rebuttal expert report of Dr. Evelyn Rosser of Kensington Analytics Group LLC in accordance with the expert disclosure deadlines established by the Case Management Order. Materials provided to, prepared by, or exchanged with testifying and non-testifying experts are protected from discovery except as required by Rule 26(a)(2) and as provided in Rule 26(b)(4). Defendant will not produce additional expert-related documents at this time, without prejudice to its obligations to make the disclosures and productions required by the Federal Rules and the Case Management Order with respect to testifying experts.

REQUEST FOR PRODUCTION NO. 28

Request: All documents relating to VTS's substitute equipment or surge capacity obligations under Section 7.4 of the TSA, including without limitation any requests by Stonefield for substitute equipment, VTS's responses thereto, records of substitute equipment provided or not provided, and internal correspondence documenting VTS's compliance or non-compliance with Section 7.4.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-037813 through SLG-038247. These documents include Stonefield's requests for substitute equipment and surge capacity submitted to VTS, VTS's responses (or, in numerous instances, the absence of any response), and internal Stonefield correspondence documenting VTS's chronic failure to provide substitute equipment or surge capacity when requested, as required under Section 7.4 of the TSA. Section 7.4 obligated VTS to provide substitute equipment within 24 hours of a request during periods of equipment shortfall or capacity constraint, and the produced documents reflect VTS's repeated failure to meet this obligation.

REQUEST FOR PRODUCTION NO. 29

Request: All documents relating to Stonefield's assessment of VTS's financial condition, creditworthiness, or business viability during the term of the TSA, including without limitation credit analyses, financial reviews, and internal memoranda.

Subject to and without waiving this objection, Defendant will produce non-privileged responsive documents, including business-side financial analyses and credit assessments of VTS, at Bates Nos. SLG-038248 through SLG-038492.

REQUEST FOR PRODUCTION NO. 30

Request: All documents constituting or relating to any audits, inspections, reviews, or assessments of VTS's operations, safety, or regulatory compliance conducted by or on behalf of Stonefield during the term of the TSA.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-038493 through SLG-039104. These documents include carrier qualification reviews, safety audit reports, DOT compliance assessments, FMCSA safety rating reviews, and operational compliance assessments conducted by Stonefield's Carrier Compliance team as part of its standard carrier oversight program during the term of the TSA.

REQUEST FOR PRODUCTION NO. 31

Request: All documents relating to Stonefield's litigation hold, document preservation, or ESI collection efforts in connection with this matter, including without limitation litigation hold notices, instructions to custodians, and records of data preservation actions.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine. Litigation hold notices are typically prepared by or at the direction of counsel in anticipation of litigation and reflect counsel's mental impressions, strategies, and legal theories regarding the scope and nature of the anticipated litigation and the categories of documents and information deemed relevant. As such, litigation hold notices constitute attorney work product and are not subject to discovery absent a showing of substantial need and inability to obtain their substantial equivalent by other means.

Subject to and without waiving this objection, Defendant confirms that it implemented a comprehensive litigation hold on September 2, 2022, promptly following Vantor's filing of the Complaint in this action. The litigation hold was communicated to all relevant custodians and directed the preservation of all documents and ESI reasonably anticipated to be relevant to this litigation. Defendant will produce a non-privileged summary describing the categories of documents and ESI subject to the hold, at Bates Nos. SLG-039105 through SLG-039112.

REQUEST FOR PRODUCTION NO. 32

Request: All organizational charts, reporting structures, and descriptions of roles and responsibilities for Stonefield personnel involved in the VTS relationship, the TSA, or the events at issue in this litigation.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-039113 through SLG-039287. These documents include organizational charts, reporting structures, and role descriptions for key Stonefield personnel involved in the VTS relationship. Key personnel reflected in these documents include: Janet Kirkwood (Vice President, Carrier Relations), who oversaw the Vantor/VTS carrier relationship and served as the primary business contact; Raymond Hess (Director, Contract Compliance), who was responsible for monitoring VTS's compliance with the TSA and issued the Cure Notice; Carlos Medina (Senior Vice President, Operations), who oversaw Stonefield's overall freight operations; and Tobias Wren (General Counsel), who issued the Termination Letter and managed legal matters relating to the TSA.

REQUEST FOR PRODUCTION NO. 33

Request: All documents relating to Stonefield's tender acceptance processes and procedures, including without limitation how freight tenders were directed to VTS versus other carriers, load board protocols, dispatch system configurations, and automated routing rules.

Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-039288 through SLG-039874. These documents include standard operating procedures for freight tender routing, load board protocols, automated dispatch system records and configuration settings, routing priority rules, and related procedural documentation governing how Stonefield directed freight tenders to VTS and other carriers during the term of the TSA.

REQUEST FOR PRODUCTION NO. 34

Request: All documents relating to any complaints, concerns, or escalations raised by VTS regarding Stonefield's performance under the TSA, including without limitation any written complaints, escalation requests, dispute notices, and Stonefield's responses thereto.

REQUEST FOR PRODUCTION NO. 35

Request: All documents relating to any alternative third-party logistics partnerships, carrier agreements, requests for proposals, or requests for information issued by Stonefield during the period January 1, 2021 through December 31, 2022, to replace, supplement, or serve as a backup to VTS's services under the TSA.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request as overbroad and unduly burdensome to the extent it seeks all alternative carrier agreements, requests for proposals ("RFPs"), or requests for information ("RFIs") issued by Stonefield across its entire operations during a two-year period, without limitation to agreements or RFPs for services on lanes covered by the TSA. As noted above, Stonefield maintains an active carrier network of approximately 12,000 approved carriers and routinely enters into new carrier agreements and issues RFPs and RFIs in the ordinary course of its business for a range freight lanes and service types wholly unrelated to VTS or the TSA. Producing all such records for a two-year period would be massively burdensome and would yield overwhelmingly irrelevant material. This Request is not proportional to the needs of the case.

Subject to and without waiving these objections, Defendant will produce documents relating to alternative carrier arrangements for services on lanes covered by the TSA (i.e., Lanes 1 through 14 as designated in Schedule C) and any RFPs or RFIs specifically intended to replace or supplement VTS's dedicated capacity on those lanes. Responsive documents are produced at Bates Nos. SLG-040313 through SLG-041027.

REQUEST FOR PRODUCTION NO. 36

Request: All documents relating to the consequential damages waiver provision in Section 15.1 of the TSA, including without limitation any internal analyses of its scope, applicability, or enforceability, and any communications regarding the interpretation of Section 15.1.

Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine. Analyses of the scope, applicability, and enforceability of the consequential damages waiver provision in Section 15.1 of the TSA prepared by or at the direction of counsel reflect legal advice and constitute attorney work product.

Subject to and without waiving this objection, Defendant will produce non-privileged responsive documents, including business-side communications and analyses, at Bates Nos. SLG-041028 through SLG-041194.

REQUEST FOR PRODUCTION NO. 37

Request: All documents relating to any communications with Stonefield's independent auditors, Clarendon Partners L

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S RESPONSES AND OBJECTIONS TO PLAINTIFF'S FIRST REQUEST FOR PRODUCTION OF DOCUMENTS
I. PRELIMINARY STATEMENT
Defendant Stonefield Logistics Group Inc. ("Stonefield" or "Defendant"), by and through its attorneys Calderwood & Harkness LLP, hereby responds and objects to Plaintiff Vantor Holdings Corp.'s ("Vantor" or "Plaintiff") First Request for Production of Documents, served on March 20, 2023 (the "Requests"), pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure and the Local Civil Rules of the Southern District of New York.
These responses and objections are made based on the information and documents reasonably available to Defendant as of the date hereof. Defendant has undertaken a reasonable and diligent search for documents responsive to the Requests, including a comprehensive review of electronically stored information ("ESI") collected from relevant custodians and data sources. Notwithstanding the diligence of Defendant's search, discovery and investigation in this matter are ongoing, and Defendant expressly reserves the right to supplement, amend, or modify these responses and objections as additional information becomes available, as further documents are identified or located, and as the issues in this litigation are further defined through the pleadings, motion practice, and ongoing discovery.
The document production accompanying these responses is being made in accordance with the Case Management Order entered by the Honorable Margaret T. Calloway on February 17, 2023 (the "CMO"), which established April 14, 2023 as the deadline for the initial production of documents responsive to each party's first set of discovery requests. Defendant has endeavored to comply in good faith with the CMO's requirements and with the ESI protocol agreed to by the parties and so-ordered by the Court.
Documents responsive to the Requests are being produced via the Pinnacle Forensics LLC hosted review platform (Project ID: PF-SLG-2022-0914), Bates-stamped SLG-000001 through SLG-042387, constituting a total of 42,387 documents encompassing approximately 186,000 pages. The production includes both native files and TIFF images, consistent with the format specifications agreed upon by the parties in the ESI Protocol, and is organized by custodian and date, with consecutive Bates numbering cross-referenced to the accompanying production index.
A separate Privilege Log identifying 1,247 documents withheld in whole or in part on the basis of the attorney-client privilege and/or the work product doctrine is being served contemporaneously herewith, in compliance with the CMO and Federal Rule of Civil Procedure 26(b)(5)(A). The Privilege Log provides sufficient information to enable Plaintiff to assess the applicability of the claimed privilege or protection as to each withheld document, including the date, author, recipient(s), general subject matter, and basis for the privilege or protection asserted.
By making the responses and producing the documents described herein, Defendant does not concede the relevance, materiality, authenticity, or admissibility of any document or information produced. All such rights are expressly reserved.
II. GENERAL OBJECTIONS
Defendant makes the following General Objections, each of which is incorporated by reference into every specific response set forth below, as if fully stated therein. The assertion of any specific objection in response to any individual Request does not constitute a waiver of any General Objection, and the failure to assert a specific objection in response to any individual Request does not waive any General Objection or any other objection or defense available to Defendant.
1. Scope and Proportionality. Defendant objects to any Request to the extent it seeks documents that are not relevant to any party's claim or defense in this action or that are not proportional to the needs of the case, as required by Federal Rule of Civil Procedure 26(b)(1). In assessing proportionality, Defendant has considered the factors enumerated in Rule 26(b)(1), including 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. Defendant reserves the right to object to any Request on proportionality grounds even where such objection is not specifically asserted.
2. Attorney-Client Privilege and Work Product Protection. Defendant objects to any Request to the extent it calls for the production of documents or communications 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 from disclosure recognized under federal or state law. Defendant has withheld and/or redacted documents on privilege grounds where appropriate and has identified such documents on the Privilege Log served herewith. Any inadvertent production of privileged or protected documents or information shall not constitute a waiver of any privilege or protection, consistent with the Stipulation and Order Regarding Inadvertent Production of Privileged Documents entered by the Court on February 17, 2023 pursuant to Federal Rule of Evidence 502(d) (the "Clawback Order"). Defendant expressly reserves all rights under the Clawback Order, including the right to demand the return of any inadvertently produced privileged or protected documents.
3. Overbreadth and Undue Burden. Defendant objects to any Request to the extent it is overbroad, unduly burdensome, oppressive, or unreasonable, or is not reasonably limited in scope, time period, or subject matter. Where Defendant has determined that a Request, as literally drafted, would impose unreasonable burdens disproportionate to the likely benefit of the discovery sought, Defendant has responded to a reasonable interpretation of the Request and has described the scope of its search and production.
4. Vagueness and Ambiguity. Defendant objects to any Request to the extent it uses terms that are vague, ambiguous, undefined, or susceptible to multiple reasonable interpretations. Where Defendant has responded to a Request notwithstanding such vagueness or ambiguity, Defendant has done so based on its own reasonable interpretation of the terms used, without conceding the propriety of any other interpretation. Defendant's reasonable interpretation of any vague or ambiguous term shall not be construed as an admission or concession regarding the meaning of such term.
5. "All" and "Each and Every" Documents. Defendant objects to any Request that seeks "all," "any and all," or "each and every" document to the extent such language renders the Request overbroad, unduly burdensome, or disproportionate to the needs of the case. In response to such Requests, Defendant will produce representative and responsive documents located after a reasonable and diligent search of relevant custodial and non-custodial data sources, but does not represent or warrant that every conceivably responsive document has been identified or produced.
6. Documents Equally Available to Plaintiff. Defendant objects to any Request to the extent it seeks documents that are equally available to Plaintiff, that are in Plaintiff's own possession, custody, or control, or that are publicly available from other sources. To the extent that responsive documents are equally available to Plaintiff or are matters of public record, Defendant may decline to produce such documents or may refer Plaintiff to the public source.
7. Third-Party Documents. Defendant objects to any Request to the extent it seeks documents that are not within Defendant's possession, custody, or control but rather are in the possession, custody, or control of third parties, including affiliates, portfolio companies, lenders, insurers, or other entities not under Defendant's legal control. Defendant's obligation to produce documents extends only to those documents within its possession, custody, or control as defined under applicable law.
8. Confidentiality and Protective Order. Defendant reserves all rights under the Stipulated Protective Order entered in this action on February 17, 2023 (the "Protective Order") with respect to documents produced by Defendant or by third parties. Defendant may designate documents as "CONFIDENTIAL" or "HIGHLY CONFIDENTIAL — ATTORNEYS' EYES ONLY" in accordance with the terms of the Protective Order, and such designations shall not be deemed waived by reason of any failure to assert a confidentiality objection in these responses.
9. Temporal Scope. Where any Request does not specify a time period or date range, Defendant interprets such Request as reasonably limited to the period of the Transportation Services Agreement (Contract Ref. No. SLG-VTS-2019-0315) between Stonefield and Vantor Transport Services LLC ("VTS"), i.e., from April 1, 2019 (the effective date of the TSA) through March 4, 2022 (the date of termination), together with a reasonable period before and after that timeframe relating to the negotiation, performance, administration, and termination of the TSA and the events giving rise to this litigation. Defendant does not concede that any broader temporal scope is appropriate or that documents outside this period are relevant or proportional to the needs of the case.
10. Reservation of Rights. These General Objections are incorporated into each specific response set forth below. The assertion of any specific objection does not waive any General Objection, and the failure to assert a specific objection does not waive any General Objection or any other right or defense. Defendant reserves all rights to assert additional objections, to supplement or amend its responses, to challenge the relevance, admissibility, or authenticity of any document, and to raise any other issue permitted by the Federal Rules of Civil Procedure, the Local Civil Rules, or applicable law. Defendant further reserves the right to use any document produced herein or otherwise obtained in discovery in support of its defenses and counterclaims.
III. DEFINITIONS AND INTERPRETATIONS
For purposes of these responses and objections, the following definitions and interpretations apply:
• "TSA" refers to the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) between Stonefield Logistics Group Inc. and Vantor Transport Services LLC, together with all schedules, exhibits, amendments, and supplements thereto, unless the context otherwise requires.
• "VTS" refers to Vantor Transport Services LLC, the signatory counterparty to the TSA and a wholly owned operating subsidiary of Plaintiff Vantor Holdings Corp. References to "Vantor" in these responses may include VTS where the context so indicates, and references to VTS may include Vantor Holdings Corp. as its parent and the entity asserting claims in this litigation.
• "Cure Notice" refers to the written Cure Notice dated January 18, 2022, issued by Raymond Hess, Director of Contract Compliance of Stonefield, to Sandra Milescu, Chief Operating Officer of Vantor and VTS, notifying VTS of material breaches of the TSA and providing the contractually required 30-day cure period pursuant to Section 14.2(a) of the TSA.
• "Termination Letter" refers to the formal termination letter dated March 4, 2022, issued by Tobias Wren, General Counsel of Stonefield, to Vantor Holdings Corp. and VTS, terminating the TSA for cause pursuant to Section 14.2(b) of the TSA following VTS's failure to cure the identified breaches within the cure period.
• References to "documents" shall be interpreted consistent with Federal Rule of Civil Procedure 34(a) and the ESI Protocol agreed upon by the parties and so-ordered by the Court. The term "documents" includes, without limitation, all writings, drawings, graphs, charts, photographs, sound recordings, images, and other data or data compilations, whether in paper or electronic form, including electronically stored information ("ESI") such as email, instant messages, text messages, voicemails, presentations, spreadsheets, databases, and metadata.
• References to "communications" include any oral, written, or electronic exchange of information, including but not limited to emails, letters, memoranda, instant messages, text messages, telephone calls, voicemails, and video or audio conferences.
• Where these responses state that Defendant "will produce" documents, such production is being made contemporaneously with the service of these responses unless otherwise indicated.
IV. SPECIFIC RESPONSES AND OBJECTIONS TO REQUESTS FOR PRODUCTION NOS. 1–38
REQUEST FOR PRODUCTION NO. 1
Request: All documents constituting, relating to, or evidencing the Transportation Services Agreement between Stonefield Logistics Group Inc. and Vantor Transport Services LLC, including without limitation all schedules, exhibits, amendments, supplements, side letters, and addenda thereto.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce documents responsive to this Request. The fully executed TSA, including Schedules A (Scope of Services), B (Pricing and Rate Structure), C (Lane Designations and Route Assignments), and D (Service Level Obligations), together with all amendments and supplements executed during the term of the TSA, are produced at Bates Nos. SLG-000001 through SLG-000147.
REQUEST FOR PRODUCTION NO. 2
Request: All documents and communications relating to the negotiation and drafting of the TSA, including without limitation all drafts, redlines, marked-up versions, term sheets, letters of intent, and internal analyses prepared in connection with the negotiation of the TSA.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine. During the negotiation and drafting of the TSA, Stonefield was represented by outside counsel, Ashford Meridian LLP, which drafted and negotiated the TSA on Stonefield's behalf. Communications between Stonefield personnel and Ashford Meridian LLP concerning the drafting, structuring, and negotiation of the TSA are protected by the attorney-client privilege, and draft agreements reflecting counsel's legal analysis and recommendations are protected as attorney work product. Subject to and without waiving this objection, Defendant will produce non-privileged documents responsive to this Request, including internal business communications, term sheets, internal financial and operational analyses, and non-privileged draft documents. Responsive non-privileged business communications and internal analyses are produced at Bates Nos. SLG-000148 through SLG-001274. Documents withheld on grounds of attorney-client privilege and/or work product protection are identified on the Privilege Log served contemporaneously herewith, with sufficient detail to permit Plaintiff to assess the applicability of the asserted privilege.
REQUEST FOR PRODUCTION NO. 3
Request: All documents relating to Stonefield's decision to enter into the TSA with Vantor and/or VTS, including without limitation board of directors minutes, committee meeting minutes, committee approvals, investment committee materials, and internal investment analyses or business case memoranda.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents reflecting attorney-client privileged communications or constituting attorney work product, including legal advice provided to Stonefield's board of directors or management regarding the decision to enter into the TSA and the legal terms and risks associated therewith. Subject to and without waiving this objection, Defendant will produce non-privileged responsive documents, including relevant excerpts of board materials, internal approval memoranda, and business case analyses prepared in connection with the decision to enter into the TSA. Responsive non-privileged documents are produced at Bates Nos. SLG-001275 through SLG-001682.
REQUEST FOR PRODUCTION NO. 4
Request: All documents relating to Stonefield's performance of its obligations under the TSA, including without limitation freight volume tendered to VTS, transportation charges paid or payable to VTS, records of shipments tendered to and transported by VTS, and any records reflecting Stonefield's compliance with its obligations under the TSA.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents. Shipment records, freight tender data, load summaries, transportation charge records, and payment records are produced at Bates Nos. SLG-001683 through SLG-008941. These documents include monthly and quarterly shipment volume summaries, transportation charges billed and paid, and payment histories for each contract year from Contract Year 1 (April 1, 2019 through March 31, 2020) through the date of termination of the TSA on March 4, 2022, including partial Contract Year 3 data.
REQUEST FOR PRODUCTION NO. 5
Request: All documents relating to the Annual Committed Volume ("ACV") under the TSA, including without limitation calculations of freight volumes tendered by Stonefield to VTS, any deficiency or shortfall analyses, any volume reconciliation reports, and any notices or communications regarding volume commitments.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents. ACV tracking records, internal volume analyses, volume reconciliation reports, and related correspondence are produced at Bates Nos. SLG-008942 through SLG-009876. These documents include Stonefield's internal volume tracking for each contract year of the TSA. With respect to Contract Year 2 (April 1, 2020 through March 31, 2021), during which the COVID-19 pandemic substantially disrupted freight demand, the documents reflect that Stonefield tendered $31.8 million in freight volume against the contractual ACV of $43.2 million. However, as a result of Stonefield's valid invocation of the force majeure provision under Section 12.1 of the TSA for the period of April 2020 through September 2020 (a six-month period), the adjusted ACV for Contract Year 2 was $21.6 million (reflecting the pro-rata reduction for the force majeure period), which was exceeded by $10.2 million. With respect to Contract Year 3 (April 1, 2021 through March 4, 2022, the date of termination), the documents reflect that Stonefield tendered $36.5 million in freight volume during the approximately ten-month period prior to termination.
REQUEST FOR PRODUCTION NO. 6
Request: All documents relating to Stonefield's invocation of force majeure under Section 12.1 of the TSA, including without limitation any force majeure notices, related correspondence with VTS, internal analyses of the impact of COVID-19 on freight demand and operations, and any communications regarding the duration or scope of the force majeure period.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-009877 through SLG-010214. These documents include Stonefield's formal force majeure notice issued in April 2020, internal analyses prepared by Stonefield's operations and finance teams regarding the impact of COVID-19 on freight demand, supply chain disruption, and carrier capacity, and related correspondence with VTS covering the force majeure period of April 2020 through September 2020. The documents also include internal memoranda assessing the criteria for invocation of Section 12.1 and the determination that the COVID-19 pandemic constituted a qualifying force majeure event under the TSA.
REQUEST FOR PRODUCTION NO. 7
Request: All documents relating to Stonefield's monitoring of VTS's performance under the TSA, including without limitation performance scorecards, quarterly and monthly performance reports, dashboards, key performance indicator tracking, and internal assessments of VTS's compliance with its Service Level Obligations as set forth in Schedule D to the TSA.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-010215 through SLG-013487. These documents include monthly and quarterly performance scorecards tracking VTS's performance across all five Service Level Obligation ("SLO") metrics defined in Schedule D to the TSA: (1) on-time pickup rate, (2) on-time delivery rate, (3) cargo claims ratio, (4) tender acceptance rate, and (5) equipment availability compliance. The produced documents include detailed data reflecting VTS's performance failures in the fourth quarter of 2021 (October–December 2021), during which VTS failed to meet all five SLO metrics: on-time pickup was measured at 78.2% against the 95% SLO threshold; on-time delivery was measured at 81.6% against the 93% SLO threshold; tender acceptance was measured at 71.4% against the 90% SLO threshold; equipment availability was measured at 62% against the 85% SLO threshold; and the cargo claims ratio was measured at 1.07% against the ≤0.5% SLO threshold. Prior quarters' performance data are also included in the production.
REQUEST FOR PRODUCTION NO. 8
Request: All documents relating to or constituting the Cure Notice dated January 18, 2022, including without limitation all drafts of the Cure Notice, internal communications regarding its preparation, review, and approval, and any supporting analyses, data, or documentation relied upon in connection with the issuance of the Cure Notice.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine. In particular, communications between Stonefield personnel and Ashford Meridian LLP and/or Calderwood & Harkness LLP regarding the legal analysis, preparation, review, and strategy associated with the Cure Notice are privileged and protected. These communications include, among others, correspondence between Raymond Hess (Director, Contract Compliance, Stonefield) and Lorraine Beckwith (Partner, Ashford Meridian LLP) during the period of January through February 2022 concerning the legal sufficiency and strategic implications of the Cure Notice. Subject to and without waiving this objection, Defendant will produce the final executed Cure Notice and non-privileged preparatory documents, including internal business communications and supporting performance data, at Bates Nos. SLG-013488 through SLG-013792. Documents withheld on privilege grounds are specifically identified on the Privilege Log served herewith.
REQUEST FOR PRODUCTION NO. 9
Request: All documents relating to or constituting any response received from Vantor or VTS to the Cure Notice, including without limitation any written responses, proposed cure plans, remediation proposals, and Stonefield's internal analysis of any such response, including any assessment of whether VTS's response constituted adequate cure.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-013793 through SLG-014102. These documents include VTS's response letter dated February 14, 2022, from Derek Pruitt (VP, Operations, VTS) to Janet Kirkwood (VP, Carrier Relations, Stonefield), as well as Stonefield's internal analyses and memoranda assessing whether VTS's response constituted adequate cure of the identified material breaches within the 30-day cure period specified in Section 14.2(a) of the TSA (the cure period having expired on February 17, 2022). Privileged documents reflecting legal advice regarding the adequacy of cure are withheld and identified on the Privilege Log.
REQUEST FOR PRODUCTION NO. 10
Request: All documents relating to or constituting the Termination Letter dated March 4, 2022, including without limitation all drafts thereof, internal communications regarding its preparation, review, and approval, and any legal opinions, analyses, or advice concerning the decision to terminate the TSA.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine. In particular, legal advice provided by Stonefield's outside counsel, Ashford Meridian LLP, regarding the contractual grounds for termination, the legal risks and consequences of termination, and the strategic considerations surrounding the decision to terminate the TSA are privileged and protected from disclosure. Subject to and without waiving this objection, Defendant will produce the final executed Termination Letter and non-privileged documents relating to the business considerations underlying the termination decision at Bates Nos. SLG-014103 through SLG-014387. Documents reflecting attorney-client privileged communications and attorney work product are identified on the Privilege Log served herewith.
REQUEST FOR PRODUCTION NO. 11
Request: All documents relating to Stonefield's use of carriers other than VTS for freight transportation services, including without limitation Cascade Freight Systems Inc. and Briarwood Trucking Co., during the term of the TSA.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request as overbroad and unduly burdensome to the extent it seeks documents relating to Stonefield's use of any and all carriers in its freight brokerage network during the entire term of the TSA. Stonefield is a freight brokerage and logistics company that manages an active carrier network of approximately 12,000 approved motor carriers and facilitates approximately 850,000 shipments annually across a wide range of lanes, modes, and service types. The vast majority of these carrier relationships and shipments bear no connection whatsoever to the TSA, VTS, or the claims and defenses at issue in this litigation. Producing records relating to all carrier relationships for the entire term of the TSA would impose an enormous and disproportionate burden on Defendant and would yield overwhelmingly irrelevant material. Defendant further objects that this Request is not proportional to the needs of the case under Rule 26(b)(1), considering the marginal relevance, if any, of Stonefield's use of unrelated carriers on unrelated lanes.
Subject to and without waiving these objections, Defendant will produce documents specifically relating to its use of Cascade Freight Systems Inc. and Briarwood Trucking Co. — the two carriers specifically identified by Plaintiff — on lanes relevant to the TSA (i.e., Lanes 1 through 14 as designated in Schedule C to the TSA) during the period of January 2021 through March 2022. Responsive documents are produced at Bates Nos. SLG-014388 through SLG-016294. These documents demonstrate that Cascade Freight Systems Inc. and Briarwood Trucking Co. were utilized exclusively on Lanes 8 through 14, which are classified as "Secondary Lanes" under Section 2(b) of Schedule C to the TSA. The exclusivity provisions set forth in Section 2(a) of Schedule C apply only to the 14 "Primary Lanes" and do not restrict Stonefield's use of alternative carriers on Secondary Lanes. Accordingly, Stonefield's use of Cascade and Briarwood on Secondary Lanes was fully consistent with the terms of the TSA.
REQUEST FOR PRODUCTION NO. 12
Request: All documents relating to the lane designations, route assignments, and exclusivity provisions under Schedule C to the TSA, including without limitation any analyses of whether specific lanes are classified as "Primary Lanes" or "Secondary Lanes," any lane reclassification determinations, and any internal or external correspondence regarding lane exclusivity.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-016295 through SLG-016874. These documents include Schedule C to the TSA, internal lane classification records, lane assignment maps, and analyses of lane designations prepared during the term of the TSA.
REQUEST FOR PRODUCTION NO. 13
Request: All communications between Stonefield and VTS (including any employees, officers, agents, or representatives of either party) from January 1, 2021 through March 31, 2022, including without limitation emails, letters, memoranda, text messages, instant messages, and records of telephone calls.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request as overbroad to the extent it seeks all communications between any Stonefield employee, officer, agent, or representative and any VTS employee, officer, agent, or representative during a 15-month period, without any limitation as to subject matter. Given the breadth and volume of the operational relationship between Stonefield and VTS, which involved hundreds of daily operational communications (dispatch coordination, load confirmations, shipment tracking, and similar routine operational matters), an unrestricted production of all such communications would be disproportionate and unduly burdensome.
Subject to and without waiving this objection, Defendant will produce communications between Stonefield and VTS personnel relating to matters at issue in this litigation, including the TSA, VTS's performance thereunder, Service Level Obligations, the Cure Notice, the termination of the TSA, volume tenders, carrier operations, equipment availability, and the parties' contractual relationship during the period January 1, 2021 through March 31, 2022. Responsive communications are produced at Bates Nos. SLG-016875 through SLG-024318. In conducting its search, Defendant has reviewed the email accounts and electronic files of the following key custodians: Janet Kirkwood (Vice President, Carrier Relations), Raymond Hess (Director, Contract Compliance), Carlos Medina (Senior Vice President, Operations), and Tobias Wren (General Counsel). Privileged communications are withheld and identified on the Privilege Log.
REQUEST FOR PRODUCTION NO. 14
Request: All internal Stonefield communications relating to VTS's performance under the TSA, including without limitation emails, memoranda, reports, presentations, meeting notes, and instant messages, from January 1, 2021 through March 31, 2022.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request as to non-privileged documents. Defendant will produce responsive non-privileged internal communications at Bates Nos. SLG-024319 through SLG-028147. Documents reflecting attorney-client privileged communications between Stonefield personnel and inside or outside counsel, as well as documents constituting attorney work product, are withheld and identified on the Privilege Log served herewith.
REQUEST FOR PRODUCTION NO. 15
Request: All documents relating to Stonefield's decision to divert or redirect freight volume from VTS to other carriers during the term of the TSA, including without limitation analyses, instructions, memoranda, and communications regarding the reallocation of freight volume.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to the characterization of Stonefield's carrier selection decisions as a "divert[sion] or redirect[ion]" of freight volume from VTS. This characterization is argumentative, assumes facts not established, and does not accurately reflect the nature of Stonefield's operational decisions, which were made in response to VTS's chronic tender rejections, service failures, and equipment unavailability. Defendant does not concede the factual premise embedded in the Request.
Subject to and without waiving this objection, Defendant will produce documents relating to Stonefield's carrier selection decisions on lanes serviced by VTS under the TSA, including operational decisions to utilize alternative carriers in response to VTS's failures to accept freight tenders, VTS's service deficiencies, and VTS's inability to provide committed equipment capacity. Responsive documents are produced at Bates Nos. SLG-028148 through SLG-029476.
REQUEST FOR PRODUCTION NO. 16
Request: All documents relating to the Rate Adjustment Mechanism under Section 5.3 of the TSA, including without limitation rate calculations, analyses of projected or actual rate adjustments, fuel surcharge calculations, and any internal discussions or communications regarding the financial impact of anticipated or actual rate changes on Stonefield's transportation costs.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-029477 through SLG-030218. These documents include historical rate adjustment calculations for each adjustment period during the term of the TSA, the projected April 2022 rate adjustment analysis, and related internal communications and financial analyses. Among the documents produced is an analysis prepared by Ashford Meridian LLP in February 2022, at Stonefield's request, projecting that the scheduled April 2022 rate adjustment under Section 5.3 of the TSA would have increased the weighted average per-mile transportation rate from $2.87 to $3.28, representing a 14.3% increase over the then-current rates. This projected rate increase would have added approximately $6.2 million in annual transportation costs to Stonefield based on projected annual freight volumes.
REQUEST FOR PRODUCTION NO. 17
Request: All documents relating to any Stonefield board of directors meetings, committee meetings, or management meetings at which the Vantor or VTS relationship, the TSA, or the termination thereof was discussed, including without limitation board minutes, committee minutes, presentations, reports, and board packages.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine, including legal advice provided to Stonefield's board of directors or its committees by inside or outside counsel regarding the TSA, the termination of the TSA, and/or this litigation. Board materials reflecting or summarizing legal advice from counsel, or prepared at the direction of counsel in anticipation of litigation, are privileged and protected.
Subject to and without waiving this objection, Defendant will produce non-privileged responsive board materials, meeting minutes, management presentations, and related documents at Bates Nos. SLG-030219 through SLG-031104. Privileged materials, including board-level legal briefings from Tobias Wren and Ashford Meridian LLP, are identified on the Privilege Log.
REQUEST FOR PRODUCTION NO. 18
Request: All documents relating to any communications between Stonefield and Ridgeline Capital Partners, LP (or any fund, affiliate, subsidiary, portfolio company, partner, officer, director, employee, or representative thereof) regarding the TSA, VTS, the Vantor relationship, or the decision to terminate the TSA.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege, the work product doctrine, and/or the common interest privilege. Ridgeline Capital Partners, LP ("Ridgeline") is a private equity firm that holds an approximately 72% equity ownership interest in Stonefield through Ridgeline Fund III, LP. Communications between Stonefield and Ridgeline involving legal advice from shared or separate counsel regarding the TSA termination and/or this litigation may be protected under the common interest doctrine where such communications were made in furtherance of a shared legal interest. Additionally, communications reflecting or conveying legal advice from Stonefield's counsel to Stonefield's board, including board members affiliated with Ridgeline, are protected by the attorney-client privilege.
Subject to and without waiving these objections, Defendant will produce non-privileged responsive communications between Stonefield and Ridgeline at Bates Nos. SLG-031105 through SLG-031687. Key contacts referenced in the responsive documents include Alison Trang (Partner, Ridgeline Capital Partners; member of Stonefield's board of directors) and Brendan Carey (Vice President, Ridgeline Capital Partners; board observer). Privileged materials, including communications involving legal advice regarding the litigation and the TSA termination, are identified on the Privilege Log.
REQUEST FOR PRODUCTION NO. 19
Request: All documents relating to cargo claims, cargo losses, or cargo damage involving VTS shipments during the term of the TSA, including without limitation claim files, loss reports, incident reports, investigation records, and settlement or payment documentation.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-031688 through SLG-032941. These documents include cargo claim files, loss reports, investigation records, and settlement documentation for all documented cargo claims involving VTS shipments during the term of the TSA. The produced documents include records of the 16 documented cargo claims arising in November and December 2021 alone, which totaled $387,400 in claimed losses. Based on VTS's total freight revenue during the November–December 2021 period, this yielded a cargo claims ratio of approximately 1.07%, which materially exceeded the ≤0.5% cargo claims ratio threshold established as a Service Level Obligation in Schedule D, Section 3(c) of the TSA.
REQUEST FOR PRODUCTION NO. 20
Request: All documents relating to VTS's equipment availability and fleet capacity during the term of the TSA, including without limitation fleet availability reports, equipment monitoring data, capacity tracking reports, and correspondence regarding VTS's equipment commitments and actual availability.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-032942 through SLG-034187. These documents include fleet availability reports, capacity tracking data, equipment compliance monitoring records, and related correspondence between Stonefield and VTS regarding VTS's equipment availability. The produced documents reflect that VTS committed under Section 7.1 of the TSA to maintain a dedicated fleet of 400 tractors and 1,200 trailers for the performance of services on the Primary Lanes. The documents further reflect that VTS's actual available fleet capacity declined significantly over the course of 2021, with VTS's available tractor fleet falling to approximately 248 units (representing only 62% of the committed fleet capacity) by the fourth quarter of 2021, substantially below the 85% equipment availability SLO threshold specified in Schedule D, Section 3(e).
REQUEST FOR PRODUCTION NO. 21
Request: All documents relating to Stonefield's payment of transportation charges to VTS under the TSA, including without limitation invoices, payment records, remittance advices, accounts payable records, and any records of disputed charges, credits, offsets, or deductions.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-034188 through SLG-036472. These documents include monthly invoicing records, payment ledgers, remittance advices, and accounts payable records reflecting all transportation charges invoiced by VTS and paid by Stonefield for all contract years from Contract Year 1 through the date of termination.
REQUEST FOR PRODUCTION NO. 22
Request: All documents relating to Stonefield's financial performance, including without limitation annual and quarterly financial statements, management reports, budgets, forecasts, and projections, for fiscal years 2019 through 2022.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request as overbroad and not proportional to the needs of the case to the extent it seeks Stonefield's complete financial records — including all financial statements, management reports, budgets, forecasts, and projections — for four full fiscal years without any limitation to matters relevant to the claims and defenses at issue in this breach of contract action. Stonefield is a mid-market freight brokerage and logistics company with approximately $1.28 billion in revenue for fiscal year 2022 and operations spanning numerous business lines, carrier relationships, and geographic markets. Stonefield's complete financial records for four fiscal years are voluminous and overwhelmingly irrelevant to the contractual claims at issue, which concern the TSA and VTS's performance thereunder. The burden and expense of identifying, reviewing, and producing Stonefield's comprehensive financial records for four fiscal years would vastly outweigh the marginal benefit, if any, of such a production.
Subject to and without waiving these objections, Defendant will produce financial records and analyses reasonably related to the TSA relationship, including VTS-specific transportation cost data, revenue and cost data for the TSA lanes, volume and pricing analyses, and financial data relevant to the parties' contractual commitments and to Plaintiff's damages calculations. Responsive documents are produced at Bates Nos. SLG-036473 through SLG-037218.
REQUEST FOR PRODUCTION NO. 23
Request: All documents relating to any insurance claims or notifications made by Stonefield in connection with this litigation or the termination of the TSA, including without limitation insurance policy information, claim submissions, coverage correspondence, and any coverage determinations.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine, including communications between Stonefield's counsel and its insurers regarding coverage analysis and litigation strategy.
Subject to and without waiving this objection, Defendant will produce non-privileged insurance notification documents at Bates Nos. SLG-037219 through SLG-037384. These documents include: (a) the tender of defense and indemnity under Stonefield's Directors and Officers Liability Insurance Policy issued by Graymark Insurance Company (Policy No. GLG-DO-2022-04871; aggregate limit of $15 million), submitted on September 6, 2022, and Graymark's coverage declination letter dated October 3, 2022; and (b) information regarding Stonefield's Commercial General Liability policy with Brindoval Mutual Insurance Co. (Policy No. CGL-SLG-2022-11902), which does not provide coverage for breach of contract claims and was not tendered in connection with this litigation.
REQUEST FOR PRODUCTION NO. 24
Request: All documents relating to any notification to lenders, creditors, financial institutions, or other third parties regarding this litigation or the claims asserted herein.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-037385 through SLG-037514. These documents include the notification letter dated August 24, 2022, from Tobias Wren (General Counsel, Stonefield) to Catherine Devereaux (Senior Vice President, Loan Administration, Lakeshore National Bank, N.A.), in Lakeshore's capacity as Administrative Agent under Stonefield's $425 million Senior Secured Credit Facility (Credit Agreement Ref. LNB-SLG-2017-CA-4402; originally dated October 12, 2017, as amended and restated on June 30, 2021). The production also includes Lakeshore National Bank's acknowledgment letter dated August 30, 2022, in which Lakeshore confirmed receipt of the notification and requested quarterly litigation status updates. The notification was made pursuant to Section 6.03(b) of the Credit Agreement, which requires Stonefield to provide written notice to the Administrative Agent within ten (10) business days of receiving notice of any litigation, investigation, or proceeding involving potential liability in excess of $25 million.
REQUEST FOR PRODUCTION NO. 25
Request: All documents relating to the dispute resolution provisions under Section 16 of the TSA, including without limitation any demand letters, dispute notices, executive negotiation session records, mediation proposals, and correspondence regarding the pre-litigation dispute resolution process.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-037515 through SLG-037812. These documents include: (a) Vantor's demand letter dated April 8, 2022, asserting damages of $95.4 million; (b) Stonefield's response dated April 29, 2022, rejecting Vantor's demand in its entirety and invoking the mandatory 30-day executive negotiation period required by Section 16.2 of the TSA prior to the commencement of any litigation; (c) records relating to the in-person executive negotiation meeting held on May 16, 2022, between Marcus Denton (Chief Executive Officer, Stonefield) and Nikolai Vantorovich (Chief Executive Officer, Vantor Holdings Corp.); and (d) records relating to the telephonic executive negotiation session held on June 3, 2022. Neither the in-person meeting nor the telephonic session resulted in a resolution of the dispute.
REQUEST FOR PRODUCTION NO. 26
Request: All documents relating to any discussions, analyses, evaluations, or proposals regarding settlement of the disputes between Stonefield and Vantor, including without limitation any settlement offers, counteroffers, term sheets, mediation proposals, or internal analyses of potential settlement terms or ranges.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request in its entirety. Documents relating to settlement negotiations, settlement offers, counteroffers, and proposals for compromise are protected from disclosure and inadmissible under Federal Rule of Evidence 408, which excludes evidence of furnishing, offering, or promising valuable consideration in compromising or attempting to compromise a claim, as well as conduct or statements made during compromise negotiations. In addition, settlement-related documents and communications are further protected by the attorney-client privilege and the work product doctrine to the extent they reflect or convey legal advice from counsel regarding the advisability, terms, and strategy of potential settlement. For these reasons, Defendant will not produce documents responsive to this Request.
REQUEST FOR PRODUCTION NO. 27
Request: All documents relating to any experts retained, employed, or consulted by Stonefield in connection with this litigation, including without limitation engagement letters, reports, draft reports, data provided to experts, analyses prepared by experts, and communications with experts.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege, the work product doctrine, and/or the expert-related protections provided by Federal Rule of Civil Procedure 26(b)(4). Rule 26(b)(4)(B) provides that drafts of expert reports are protected as work product regardless of the form in which the draft is recorded, and Rule 26(b)(4)(C) protects communications between a party's attorney and its testifying expert, subject to limited exceptions. Moreover, facts known or opinions held by consulting experts who are not expected to be called as witnesses at trial are not discoverable except upon a showing of exceptional circumstances. See Fed. R. Civ. P. 26(b)(4)(D).
Defendant has served the rebuttal expert report of Dr. Evelyn Rosser of Kensington Analytics Group LLC in accordance with the expert disclosure deadlines established by the Case Management Order. Materials provided to, prepared by, or exchanged with testifying and non-testifying experts are protected from discovery except as required by Rule 26(a)(2) and as provided in Rule 26(b)(4). Defendant will not produce additional expert-related documents at this time, without prejudice to its obligations to make the disclosures and productions required by the Federal Rules and the Case Management Order with respect to testifying experts.
REQUEST FOR PRODUCTION NO. 28
Request: All documents relating to VTS's substitute equipment or surge capacity obligations under Section 7.4 of the TSA, including without limitation any requests by Stonefield for substitute equipment, VTS's responses thereto, records of substitute equipment provided or not provided, and internal correspondence documenting VTS's compliance or non-compliance with Section 7.4.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-037813 through SLG-038247. These documents include Stonefield's requests for substitute equipment and surge capacity submitted to VTS, VTS's responses (or, in numerous instances, the absence of any response), and internal Stonefield correspondence documenting VTS's chronic failure to provide substitute equipment or surge capacity when requested, as required under Section 7.4 of the TSA. Section 7.4 obligated VTS to provide substitute equipment within 24 hours of a request during periods of equipment shortfall or capacity constraint, and the produced documents reflect VTS's repeated failure to meet this obligation.
REQUEST FOR PRODUCTION NO. 29
Request: All documents relating to Stonefield's assessment of VTS's financial condition, creditworthiness, or business viability during the term of the TSA, including without limitation credit analyses, financial reviews, and internal memoranda.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents reflecting attorney-client privileged communications or constituting attorney work product, including legal analyses of VTS's financial condition prepared at the direction of counsel in connection with the contemplated termination of the TSA and in anticipation of litigation.
Subject to and without waiving this objection, Defendant will produce non-privileged responsive documents, including business-side financial analyses and credit assessments of VTS, at Bates Nos. SLG-038248 through SLG-038492.
REQUEST FOR PRODUCTION NO. 30
Request: All documents constituting or relating to any audits, inspections, reviews, or assessments of VTS's operations, safety, or regulatory compliance conducted by or on behalf of Stonefield during the term of the TSA.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-038493 through SLG-039104. These documents include carrier qualification reviews, safety audit reports, DOT compliance assessments, FMCSA safety rating reviews, and operational compliance assessments conducted by Stonefield's Carrier Compliance team as part of its standard carrier oversight program during the term of the TSA.
REQUEST FOR PRODUCTION NO. 31
Request: All documents relating to Stonefield's litigation hold, document preservation, or ESI collection efforts in connection with this matter, including without limitation litigation hold notices, instructions to custodians, and records of data preservation actions.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine. Litigation hold notices are typically prepared by or at the direction of counsel in anticipation of litigation and reflect counsel's mental impressions, strategies, and legal theories regarding the scope and nature of the anticipated litigation and the categories of documents and information deemed relevant. As such, litigation hold notices constitute attorney work product and are not subject to discovery absent a showing of substantial need and inability to obtain their substantial equivalent by other means.
Subject to and without waiving this objection, Defendant confirms that it implemented a comprehensive litigation hold on September 2, 2022, promptly following Vantor's filing of the Complaint in this action. The litigation hold was communicated to all relevant custodians and directed the preservation of all documents and ESI reasonably anticipated to be relevant to this litigation. Defendant will produce a non-privileged summary describing the categories of documents and ESI subject to the hold, at Bates Nos. SLG-039105 through SLG-039112.
REQUEST FOR PRODUCTION NO. 32
Request: All organizational charts, reporting structures, and descriptions of roles and responsibilities for Stonefield personnel involved in the VTS relationship, the TSA, or the events at issue in this litigation.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-039113 through SLG-039287. These documents include organizational charts, reporting structures, and role descriptions for key Stonefield personnel involved in the VTS relationship. Key personnel reflected in these documents include: Janet Kirkwood (Vice President, Carrier Relations), who oversaw the Vantor/VTS carrier relationship and served as the primary business contact; Raymond Hess (Director, Contract Compliance), who was responsible for monitoring VTS's compliance with the TSA and issued the Cure Notice; Carlos Medina (Senior Vice President, Operations), who oversaw Stonefield's overall freight operations; and Tobias Wren (General Counsel), who issued the Termination Letter and managed legal matters relating to the TSA.
REQUEST FOR PRODUCTION NO. 33
Request: All documents relating to Stonefield's tender acceptance processes and procedures, including without limitation how freight tenders were directed to VTS versus other carriers, load board protocols, dispatch system configurations, and automated routing rules.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-039288 through SLG-039874. These documents include standard operating procedures for freight tender routing, load board protocols, automated dispatch system records and configuration settings, routing priority rules, and related procedural documentation governing how Stonefield directed freight tenders to VTS and other carriers during the term of the TSA.
REQUEST FOR PRODUCTION NO. 34
Request: All documents relating to any complaints, concerns, or escalations raised by VTS regarding Stonefield's performance under the TSA, including without limitation any written complaints, escalation requests, dispute notices, and Stonefield's responses thereto.
Response: Subject to and without waiving the General Objections set forth above, Defendant raises no specific objection to this Request. Defendant will produce responsive documents at Bates Nos. SLG-039875 through SLG-040312.
REQUEST FOR PRODUCTION NO. 35
Request: All documents relating to any alternative third-party logistics partnerships, carrier agreements, requests for proposals, or requests for information issued by Stonefield during the period January 1, 2021 through December 31, 2022, to replace, supplement, or serve as a backup to VTS's services under the TSA.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request as overbroad and unduly burdensome to the extent it seeks all alternative carrier agreements, requests for proposals ("RFPs"), or requests for information ("RFIs") issued by Stonefield across its entire operations during a two-year period, without limitation to agreements or RFPs for services on lanes covered by the TSA. As noted above, Stonefield maintains an active carrier network of approximately 12,000 approved carriers and routinely enters into new carrier agreements and issues RFPs and RFIs in the ordinary course of its business for a range freight lanes and service types wholly unrelated to VTS or the TSA. Producing all such records for a two-year period would be massively burdensome and would yield overwhelmingly irrelevant material. This Request is not proportional to the needs of the case.
Subject to and without waiving these objections, Defendant will produce documents relating to alternative carrier arrangements for services on lanes covered by the TSA (i.e., Lanes 1 through 14 as designated in Schedule C) and any RFPs or RFIs specifically intended to replace or supplement VTS's dedicated capacity on those lanes. Responsive documents are produced at Bates Nos. SLG-040313 through SLG-041027.
REQUEST FOR PRODUCTION NO. 36
Request: All documents relating to the consequential damages waiver provision in Section 15.1 of the TSA, including without limitation any internal analyses of its scope, applicability, or enforceability, and any communications regarding the interpretation of Section 15.1.
Response: Subject to and without waiving the General Objections set forth above, Defendant objects to this Request to the extent it seeks documents protected by the attorney-client privilege and/or the work product doctrine. Analyses of the scope, applicability, and enforceability of the consequential damages waiver provision in Section 15.1 of the TSA prepared by or at the direction of counsel reflect legal advice and constitute attorney work product.
Subject to and without waiving this objection, Defendant will produce non-privileged responsive documents, including business-side communications and analyses, at Bates Nos. SLG-041028 through SLG-041194.
REQUEST FOR PRODUCTION NO. 37
Request: All documents relating to any communications with Stonefield's independent auditors, Clarendon Partners L