1012-00005 · Stonefield Logistics Group · Discovery/Propounded

rule-30b6-deposition-notice-vantor.docx DOCUMENT Litigation

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S NOTICE OF DEPOSITION PURSUANT TO FEDERAL RULE OF CIVIL PROCEDURE 30(b)(6)

PLEASE TAKE NOTICE that Defendant Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), by and through its attorneys Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166, hereby gives notice, pursuant to Federal Rule of Civil Procedure 30(b)(6), that it will take the deposition upon oral examination of Plaintiff Vantor Holdings Corp. ("Vantor") and its wholly owned operating subsidiary Vantor Transport Services LLC ("VTS"). This Notice is directed to Vantor and VTS, and is served upon Vantor's counsel of record, Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, New York 10006, Attention: Harrison Caldwell, Esq. and Jason Whitford, Esq.

Pursuant to Federal Rule of Civil Procedure 30(b)(6), Stonefield hereby notices the deposition of Vantor Holdings Corp. and Vantor Transport Services LLC, by one or more officers, directors, managing agents, or other persons designated by Vantor and VTS to testify on their behalf regarding the matters set forth herein. The designated witness(es) shall testify regarding each of the topics of examination described below.

Date of Notice: June 15, 2023

I. DEPOSITION LOGISTICS

Date and Time. The deposition shall take place on a date and at a time to be mutually agreed upon by counsel for the parties, but in no event later than the fact discovery deadline of September 29, 2023, as set forth in the Case Management Order entered by the Honorable Margaret T. Calloway on February 17, 2023. Stonefield requests that counsel for Vantor contact the undersigned within fourteen (14) days of service of this Notice to schedule the deposition. In the event the parties are unable to agree on a date, Stonefield reserves the right to seek the Court's intervention pursuant to Federal Rule of Civil Procedure 30(a)(2) and Local Civil Rule 37.2.

Location. The deposition shall take place at the offices of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166, or at such other location as may be mutually agreed upon by the parties.

Recording Method. The deposition will be recorded by stenographic means before a certified court reporter and may also be recorded by videotape, in accordance with Federal Rule of Civil Procedure 30(b)(3). Stonefield will bear the cost of the stenographic recording and any videotape recording it arranges. Vantor may, at its own expense, arrange for additional recording methods as permitted by the Federal Rules of Civil Procedure.

Duration. The deposition of each designee shall not exceed seven (7) hours of testimony on the record, in accordance with Federal Rule of Civil Procedure 30(d)(1). Breaks, recesses, and time spent off the record shall not count toward the seven-hour limit. In the event that multiple designees are required to cover all topics set forth herein, the seven-hour limitation shall apply separately to each designee.

Continuation. Stonefield reserves the right to continue the deposition from day to day until completed, including the right to recall a designee to complete testimony on any topic for which the designee's testimony was incomplete.

II. DESIGNATION OBLIGATION

Pursuant to Federal Rule of Civil Procedure 30(b)(6), Vantor and VTS are required to designate and produce one or more persons to testify on their behalf as to each of the matters described in the Topics of Examination set forth in Section III below. The following obligations apply to such designation:

1. The designated witness(es) must testify as to all matters known or reasonably available to the organization, not merely those matters within the personal knowledge of the individual designee. See Fed. R. Civ. P. 30(b)(6); Reilly v. NatWest Mkts. Grp. Inc., 181 F.3d 253, 268 (2d Cir. 1999).

2. Vantor and VTS are obligated to prepare the designated witness(es) to testify fully, completely, and unevasively regarding each topic identified herein. The duty of preparation extends beyond reviewing documents personally known to the designee and encompasses the collection and review of information from all available sources within the organization, including current and former employees, agents, and representatives.

3. If multiple designees are required to address all of the topics set forth herein, Vantor and VTS shall identify in advance—no later than ten (10) days before the deposition—which designee(s) will testify on which topic(s). Each designee's testimony shall bind the organization as to the topics assigned to that designee.

4. If Vantor determines, after review of this Notice, that no single individual within the organization possesses sufficient knowledge to testify on a particular topic, Vantor must nonetheless educate and prepare a designee to testify regarding that topic based on all information reasonably available to the organization.

III. TOPICS OF EXAMINATION

The deposition will address the following topics:

Topic 1: Corporate Structure, Organization, and Decision-Making Authority

(a) The corporate structure and organizational hierarchy of Vantor Holdings Corp. and Vantor Transport Services LLC, including the nature of VTS's status as a wholly owned operating subsidiary of Vantor Holdings Corp.

(b) The relationship between Vantor Holdings Corp. (a New York corporation with its principal office at 580 Eighth Avenue, 14th Floor, New York, New York 10018) and VTS (a New York limited liability company whose sole member is Vantor Holdings Corp.), including the degree to which Vantor exercises management, operational, or financial control over VTS.

(c) Identification of all officers, directors, and managing agents of Vantor and VTS who had authority over or involvement in decisions related to the Transportation Services Agreement dated March 15, 2019, Contract Reference No. SLG-VTS-2019-0315 (the "TSA"), including but not limited to:

(i) Nikolai Vantorovich, Chief Executive Officer and Founder of Vantor Holdings Corp.;

(ii) Gregory Fielding, Chief Financial Officer of Vantor Holdings Corp.;

(iii) Sandra Milescu, Chief Operating Officer of Vantor Holdings Corp. and VTS; and

(iv) Derek Pruitt, Vice President, Business Development, Vantor Holdings Corp.

(d) The ownership structure of Vantor Holdings Corp., including Nikolai Vantorovich's approximately 58% personal ownership interest, the Fielding Family Trust's approximately 12% ownership interest, and the identities of other minority investors holding the remaining approximately 30% ownership interest.

(e) The authority and process by which decisions were made regarding fleet management, contract performance, and the Stonefield account, including the respective roles and decision-making authority of Sandra Milescu and Nikolai Vantorovich with respect to the TSA and the Stonefield relationship.

Topic 2: Negotiation and Execution of the TSA

(a) The negotiation, drafting, and execution of the TSA between Stonefield Logistics Group Inc. (in its capacity as "Shipper-Broker") and Vantor Transport Services LLC (in its capacity as "Carrier-Provider"), executed on or about March 15, 2019, including the identity of all persons involved in negotiating the TSA on behalf of Vantor and VTS, the timeline of negotiations, and any pre-contractual communications, proposals, or term sheets exchanged between the parties.

(b) Vantor's and VTS's understanding, at the time of execution and at all relevant times thereafter, of the key terms and obligations under the TSA, including but not limited to:

(i) The five-year term of the TSA, commencing April 1, 2019 and expiring March 31, 2024;

(ii) The Annual Committed Volume ("ACV") of $43,200,000 per contract year, representing a total five-year minimum commitment of $216,000,000;

(iii) The Service Level Obligations ("SLOs") as set forth in the TSA, including: (A) on-time pickup rate of not less than 95%; (B) on-time delivery rate of not less than 93%; (C) cargo claims ratio of not more than 0.5% of gross revenue; (D) tender acceptance rate of not less than 90%; and (E) equipment availability compliance of not less than 85% of committed fleet capacity;

(iv) The fleet capacity commitment of 400 tractors and 1,200 trailers to be dedicated to or available for Stonefield freight;

(v) The Rate Adjustment Mechanism under Section 5.3 of the TSA, which is indexed to a blended rate of 70% diesel fuel index and 30% CPI-U, with adjustments applied on each April 1 during the contract term;

(vi) The Termination for Cause provisions under Section 13.1 of the TSA, including the 30-calendar-day written cure period set forth in Section 13.2;

(vii) The liquidated damages provisions under Section 14.2 of the TSA, which provide for liquidated damages calculated as 75% of the ACV multiplied by the number of remaining contract years (or pro-rated portion thereof);

(viii) The mutual consequential damages waiver set forth in Section 15.1 of the TSA; and

(ix) The exclusivity provisions set forth in Schedule C to the TSA regarding "Primary Lanes," defined as 14 designated origin-destination pairs on which VTS was designated as the exclusive carrier for Stonefield freight.

(c) Vantor's and VTS's assessment, at the time of contracting and at all times thereafter, of the reasonableness of the liquidated damages formula set forth in Section 14.2 of the TSA, including the analyses, projections, and business considerations that informed Vantor's and VTS's decision to agree to that formula.

Topic 3: Performance of the TSA — VTS Service Levels and Operational Performance

(a) VTS's performance under the TSA from April 1, 2019 through the date of termination, March 4, 2022, with particular focus on the third and fourth quarters of calendar year 2021 (Q3 2021 and Q4 2021).

(b) VTS's actual performance against each Service Level Obligation during the term of the TSA, including but not limited to:

(i) On-time pickup rate, including actual Q4 2021 performance of approximately 78.2% against the contractual SLO of 95%;

(ii) On-time delivery rate, including actual Q4 2021 performance of approximately 81.6% against the contractual SLO of 93%;

(iii) Tender acceptance rate, including actual Q4 2021 performance of approximately 71.4% against the contractual SLO of 90%;

(iv) Equipment availability, including actual Q4 2021 availability of approximately 62% of committed fleet capacity, equating to approximately 248 tractors available versus the 400 tractors committed under the TSA;

(v) Cargo claims ratio, including actual Q4 2021 ratio of approximately 1.07%, based on 16 documented cargo claims submitted during the November–December 2021 period totaling $387,400 in aggregate, versus the contractual SLO ceiling of 0.5% of gross revenue.

(c) The causes and contributing factors for any deficiencies in VTS's performance against the SLOs, whether arising from internal operational decisions, external market conditions, workforce issues, or any other factors.

(d) VTS's use of its Carrier Performance Portal for tracking and reporting performance metrics to Stonefield, including the frequency and content of reporting, the accuracy of portal data, and any discrepancies between portal data and actual performance.

(e) Any internal reporting, analyses, dashboards, memoranda, presentations, or communications—whether prepared by or circulated among officers, directors, managers, or employees of Vantor or VTS—regarding VTS's performance on the Stonefield account at any time during the term of the TSA.

(f) VTS's efforts, if any, to remedy or improve performance during Q3 2021, Q4 2021, and Q1 2022, including any corrective action plans, driver recruitment initiatives, fleet management changes, or other measures undertaken to restore SLO compliance.

Topic 4: Fleet Management, Capacity Allocation, and Redeployment Decisions

(a) VTS's fleet management decisions relating to the Stonefield account, including the allocation, deployment, and redeployment of tractors and trailers dedicated to or available for Stonefield freight, at all times from April 1, 2019 through March 4, 2022.

(b) The decision to reassign approximately 85 tractors from Stonefield-dedicated lanes to other accounts, including but not limited to the circumstances described in the November 12, 2021 email from Sandra Milescu to Nikolai Vantorovich (Bates No. VHC-008417), in which Milescu stated: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."

(c) The identity of the shipper(s), customer(s), or account(s) to whom VTS redirected the 85 tractors previously dedicated to Stonefield lanes, including but not limited to Northwind Distribution Co. and any other third-party shipper or broker.

(d) The timing of the redeployment decision, including whether the decision was made in or about October 2021 and the factors, analyses, and business considerations that informed the decision to redeploy tractors away from Stonefield-dedicated lanes.

(e) Whether and when Stonefield was notified of the redeployment of fleet assets away from Stonefield-dedicated lanes, and the reasons for any delay in such notification.

(f) VTS's contracts, agreements, or arrangements with Northwind Distribution Co. or any other shipper or broker to whom fleet capacity was redirected during the period July 2021 through March 2022, including the terms, rates, and committed volumes under any such contracts or arrangements.

(g) VTS's characterization of the redeployment as "temporary" versus permanent, including any plans, timelines, or internal commitments for restoring fleet capacity to the Stonefield account.

(h) The relationship, if any, between VTS's fleet redeployment decisions and the alleged nationwide driver shortage cited in Vantor's February 14, 2022 response to the Cure Notice, including whether the claimed driver shortage was a cause, a contributing factor, or a justification invoked after the fact for fleet redeployment.

(i) The total fleet of VTS, including the total number of owned or leased tractors (approximately 650 tractors) and trailers (approximately 2,100 trailers), and the proportion of that fleet dedicated to and available for Stonefield freight at each quarter from Q1 2021 through Q1 2022.

Topic 5: The Cure Notice and Cure Period

(a) VTS's and Vantor's receipt of and response to the Cure Notice dated January 18, 2022, sent by Raymond Hess, Director of Contract Compliance at Stonefield, to Sandra Milescu, Chief Operating Officer of Vantor and VTS.

(b) The Cure Notice identified the following alleged material breaches of the TSA:

(i) On-time pickup rate of 78.2% against the contractual SLO of 95%;

(ii) On-time delivery rate of 81.6% against the contractual SLO of 93%;

(iii) Tender acceptance rate of 71.4% against the contractual SLO of 90%;

(iv) Equipment availability of 62% of committed fleet capacity;

(v) Sixteen (16) documented cargo claims in November–December 2021 totaling $387,400 in the aggregate, yielding a claims ratio of approximately 1.07% against the contractual SLO ceiling of 0.5%; and

(vi) Chronic failure to provide substitute equipment or surge capacity as required under Section 7.4 of the TSA.

(c) VTS's internal assessment of the accuracy of the performance metrics identified in the Cure Notice, including whether VTS disputed any of the cited figures, and any analyses or audits conducted by VTS to verify or challenge the performance data.

(d) The steps, if any, taken by VTS to cure the identified breaches during the 30-calendar-day cure period from January 18, 2022 through February 17, 2022, including any operational changes, fleet reallocation, driver recruitment, or other remedial measures implemented during that period.

(e) The February 14, 2022 letter from Derek Pruitt, Vice President of Business Development at Vantor, to Janet Kirkwood, Vice President of Carrier Relations at Stonefield, including but not limited to VTS's assertion that performance deficiencies were caused by (i) a nationwide driver shortage, (ii) Stonefield's own failure to tender minimum committed volumes, and (iii) Stonefield's instructions to divert volume to lower-cost spot market carriers.

(f) Whether VTS's February 14, 2022 response constituted or was intended to constitute a "substantial cure" of the identified breaches within the meaning of Section 13.2 of the TSA, and VTS's understanding of what would constitute an adequate cure under the contractual provision.

(g) VTS's actual performance metrics during and immediately following the cure period, specifically for February 2022 and March 2022 (through the date of termination on March 4, 2022), across all SLO categories.

Topic 6: Vantor's Allegations of Breach by Stonefield — Volume Shortfalls

(a) Vantor's and VTS's contention, as set forth in the Amended Complaint, that Stonefield failed to tender the ACV in Contract Year 2 (April 2020 through March 2021) and Contract Year 3 (April 2021 through January 2022, a partial year due to termination).

(b) The factual basis for Vantor's allegation that Stonefield tendered only approximately $31,800,000 in Contract Year 2 and approximately $36,500,000 in Contract Year 3 (partial), against the $43,200,000 per year ACV minimum, including the documents, records, and data relied upon to support these figures.

(c) Vantor's and VTS's knowledge and understanding of Stonefield's invocation of force majeure under Section 12.1 of the TSA for the period April 2020 through September 2020, and VTS's position on the validity and applicability of that invocation, including whether VTS contested the force majeure declaration at the time it was made.

(d) The adjusted Contract Year 2 ACV calculation, taking into account the six-month force majeure period: $43,200,000 × (6/12) = $21,600,000 for the non-force-majeure portion of CY2, and the fact that Stonefield's actual tenders of $31,800,000 exceeded the adjusted minimum by approximately $10,200,000.

(e) The impact, if any, of alleged volume shortfalls on VTS's ability to maintain SLO compliance and fleet commitment levels, including whether VTS contends that reduced tender volume contributed to or justified VTS's decision to redeploy fleet assets.

(f) The causal relationship, if any, between Stonefield's tendered volumes and VTS's decision to redeploy fleet assets to other accounts, including Northwind Distribution Co.

Topic 7: Vantor's Allegations of Lane Exclusivity Violations

(a) Vantor's and VTS's contention, as set forth in the Amended Complaint, that Stonefield violated the exclusivity provisions in Schedule C of the TSA by diverting freight to Cascade Freight Systems Inc. and/or Briarwood Trucking Co.

(b) VTS's understanding of which lanes are designated as "Primary Lanes" under Schedule C (the 14 designated origin-destination pairs on which VTS held exclusive carrier status) versus "Secondary Lanes" (including, but not limited to, Lanes 8 through 14, which are not subject to the exclusivity commitment).

(c) VTS's knowledge and evidence, if any, that Stonefield utilized Cascade Freight Systems Inc. or Briarwood Trucking Co. on one or more Primary Lanes, as distinguished from Stonefield's use of those carriers on Secondary Lanes not subject to exclusivity restrictions.

(d) The factual basis for Vantor's allegation that Stonefield's use of alternative carriers constituted a material violation of the TSA's exclusivity provisions, including the specific lanes at issue, the volume allegedly diverted, the time period of the alleged diversion, and the revenue impact on VTS.

(e) VTS's awareness, prior to the March 4, 2022 termination, of Stonefield's use of alternative carriers on any lanes—whether Primary or Secondary—and any communications between VTS, Vantor, and Stonefield regarding such alternative carrier usage.

Topic 8: Termination of the TSA and Vantor's Claim of Pretextual Motive

(a) VTS's and Vantor's position regarding the validity of Stonefield's termination of the TSA effective March 4, 2022, as set forth in the termination letter sent by Tobias Wren, General Counsel of Stonefield, to Vantor Holdings Corp. and Vantor Transport Services LLC.

(b) The factual basis for Vantor's allegation, as pleaded in the Amended Complaint, that Stonefield's termination of the TSA for Cause was "pretextual" and was not motivated by VTS's actual performance deficiencies.

(c) Vantor's contention that Stonefield terminated the TSA in order to avoid paying higher rates under the April 2022 rate adjustment pursuant to Section 5.3, which would have increased per-mile rates from a weighted average of approximately $2.87 to approximately $3.28 (representing a 14.3% increase), adding approximately $6,200,000 in annual transportation costs to Stonefield.

(d) VTS's awareness, prior to termination, of any internal Stonefield discussions, plans, or strategies to exit or terminate the TSA, including any communications between VTS or Vantor personnel and Stonefield personnel on this subject.

(e) VTS's knowledge of the September 22, 2021 internal Stonefield email from Janet Kirkwood to Carlos Medina (produced in discovery), which referenced moving volume to alternative carriers and potentially terminating the TSA, and any steps taken by VTS or Vantor in response to learning of that communication.

Topic 9: Damages Calculation — Methodology, Data, and Assumptions

(a) The methodology, data, and assumptions underlying Vantor's claimed damages of approximately $95,400,000, as set forth in the Amended Complaint filed December 2, 2022, and as further supported by the expert report of Dr. Philip Trask of Trask Greystone & Associates, served on May 15, 2023.

(b) Each component of Vantor's damages claim, including:

(i) Liquidated damages for two (2) full remaining contract years: $64,800,000, calculated as 75% × $43,200,000 ACV × 2 years;

(ii) Liquidated damages for the partial year of 27 days (March 4, 2022 through March 31, 2022): $2,430,000, calculated as 75% × $43,200,000 × (27/365);

(iii) Total liquidated damages claim: $67,230,000;

(iv) Lost profits of $18,700,000, based on a claimed average 12% operating margin on Stonefield freight multiplied by remaining committed volume;

(v) Stranded assets and costs of $5,200,000, encompassing accelerated depreciation on tractors and trailers acquired for the Stonefield contract, and lease termination costs;

(vi) Workforce reduction costs of $2,870,000, representing severance and unemployment-related costs for approximately 180 drivers and support staff; and

(vii) Mitigation costs of $1,400,000, representing costs incurred in seeking replacement freight volume following termination.

(c) The financial records, data sources, work papers, and underlying documentation supporting each component of the damages claim, including the sources relied upon by Dr. Trask in preparing his expert report.

(d) VTS's actual operating margins on Stonefield freight for each contract year—Contract Year 1 (April 2019 through March 2020), Contract Year 2 (April 2020 through March 2021), and Contract Year 3 (partial, April 2021 through March 4, 2022)—including the basis for and accuracy of the 12% average margin figure used in the lost profits calculation.

(e) VTS's financial condition and revenue trends, including fiscal year 2021 total revenue of approximately $385,000,000, fiscal year 2022 total revenue of approximately $310,000,000, and the extent to which the decline in revenue between FY 2021 and FY 2022 is attributable to the loss of the Stonefield contract as opposed to other market factors, competitive dynamics, or business decisions.

(f) The relationship and overlap, if any, between the liquidated damages claim under Section 14.2 of the TSA and the lost profits claim, including whether the two claims compensate for the same or different categories of harm, and whether Vantor contends it is entitled to recover both categories without duplication.

Topic 10: Mitigation of Damages

(a) The efforts, if any, undertaken by Vantor and VTS to mitigate damages following Stonefield's termination of the TSA on March 4, 2022, including the scope, timing, and adequacy of such efforts.

(b) Specific steps taken to seek replacement freight volume, including:

(i) Identification of all potential replacement shippers, brokers, or customers contacted by VTS following termination;

(ii) All proposals, bids, requests for proposals, or contracts submitted to or entered into with potential replacement customers;

(iii) The timeline of mitigation activities, including the dates on which VTS first commenced mitigation efforts and the duration of such efforts; and

(iv) Revenue generated from any replacement business secured as a result of mitigation efforts.

(c) The freight market conditions prevailing in Q1 2022 and Q2 2022, including spot rates, carrier demand, available freight volume, and general market trends, and VTS's ability to secure replacement business in those conditions.

(d) The claimed mitigation costs of $1,400,000, including an itemized breakdown by category and nature of expenditure, with identification of supporting documentation.

(e) The reasons, if any, why VTS did not secure replacement freight volume sufficient to offset the loss of the Stonefield contract, including any internal assessments of VTS's competitive position, capacity constraints, or market limitations.

(f) Any internal discussions, analyses, board presentations, management reports, or other documentation regarding VTS's mitigation strategy or the feasibility of replacing the Stonefield volume.

Topic 11: Workforce Reduction and Stranded Asset Claims

(a) The workforce reduction undertaken by VTS following termination of the TSA, including:

(i) The number of employees terminated, laid off, or otherwise separated from employment as a result of the TSA termination, including both drivers and support staff (claimed: approximately 180 individuals);

(ii) The dates on which workforce reduction actions occurred;

(iii) The severance packages offered and paid to affected employees, including the terms, amounts, and eligibility criteria for severance;

(iv) Total claimed workforce reduction costs of $2,870,000, with an itemized breakdown by category (e.g., severance payments, accrued paid time off, COBRA continuation premiums, unemployment insurance charges, and any other components).

(b) The stranded assets claim of $5,200,000, including:

(i) Identification of each specific tractor and trailer (by unit number, make, model, and year) that VTS claims was acquired or leased specifically for the Stonefield contract;

(ii) The depreciation schedules and methodology applied to each asset, including whether straight-line or accelerated depreciation was used;

(iii) All lease agreements and associated lease termination costs for equipment leased for the Stonefield account;

(iv) Whether and when the claimed stranded assets were redeployed to other accounts, sold, returned to lessors, or otherwise disposed of, and any proceeds or residual value received in connection therewith; and

(v) Any insurance recoveries, residual value offsets, or other credits that reduce the net stranded asset loss.

(c) Whether any of the workforce reduction costs or stranded asset costs would have been incurred irrespective of the TSA termination, including due to market conditions, VTS's own fleet management or business decisions, or other factors unrelated to Stonefield's termination of the TSA.

Topic 12: Communications with Counsel and Fee Disputes

The scope of this topic is limited exclusively to non-privileged facts, and Stonefield does not seek disclosure of any communications protected by the attorney-client privilege or the attorney work product doctrine. This topic is limited to the following:

(a) The circumstances leading to the withdrawal of Caldwell Royce & Shapiro LLP as counsel for Vantor, as reflected in the October 3, 2023 Motion to Withdraw filed by Caldwell Royce & Shapiro LLP, which cited "irreconcilable differences" between Vantor and the firm.

(b) The status and amount of any fee disputes between Vantor and Caldwell Royce & Shapiro LLP, including the approximately $870,000 in unpaid legal invoices referenced in the firm's Motion to Withdraw.

(c) Vantor's efforts, if any, to retain substitute counsel following the Court's October 18, 2023 Order granting the Motion to Withdraw and setting a 60-day deadline of December 17, 2023 for Vantor to obtain substitute counsel or advise the Court of its intention to proceed pro se.

(d) Vantor's current financial ability and intention to prosecute this action.

Note: This topic does not seek disclosure of any communications protected by the attorney-client privilege or the attorney work product doctrine. It is limited to the facts of the fee dispute and counsel retention efforts, which are not privileged insofar as they were placed at issue by the publicly filed Motion to Withdraw and Vantor's subsequent failure to retain substitute counsel. See, e.g., In re Grand Jury Subpoena, 274 F.3d 563, 571 (1st Cir. 2001) (fee information generally not privileged); Clarke v. Am. Commerce Nat'l Bank, 974 F.2d 127, 129 (9th Cir. 1992) (same).

IV. DOCUMENTS TO BE AVAILABLE AT DEPOSITION

Vantor and VTS designees shall review and be prepared to testify regarding all documents produced by Vantor and VTS in this action, as well as any other documents within Vantor's or VTS's possession, custody, or control that are relevant to the topics of examination set forth herein. Without limiting that obligation, designees shall specifically review and be prepared to testify regarding the following documents:

(a) All documents bearing Bates numbers VHC-000001 through VHC-033218, representing Vantor's initial production of 28,914 documents and supplemental production of 4,218 documents;

(b) The Transportation Services Agreement and all schedules, exhibits, and amendments thereto (Contract Reference No. SLG-VTS-2019-0315);

(c) The Cure Notice dated January 18, 2022, from Raymond Hess (Director, Contract Compliance, Stonefield) to Sandra Milescu (COO, Vantor/VTS);

(d) The February 14, 2022 response letter from Derek Pruitt (VP, Business Development, Vantor) to Janet Kirkwood (VP, Carrier Relations, Stonefield);

(e) The March 4, 2022 termination letter from Tobias Wren (General Counsel, Stonefield) to Vantor Holdings Corp. and Vantor Transport Services LLC;

(f) The Amended Complaint filed on December 2, 2022;

(g) The expert report of Dr. Philip Trask of Trask Greystone & Associates, served May 15, 2023;

(h) VTS's Q4 2021 Performance Report;

(i) The November 12, 2021 email from Sandra Milescu to Nikolai Vantorovich (Bates No. VHC-008417);

(j) All documents produced by Vantor responsive to Defendant's Second Request for Production of Documents, including fleet redeployment records produced pursuant to the Court's June 9, 2023 discovery order compelling production; and

(k) Vantor's responses to Defendant's First Set of Interrogatories, Vantor's responses to Defendant's First Set of Requests for Admission, and all supplemental responses thereto.

V. DEFINITIONS

As used in this Notice, the following terms shall have the meanings set forth below:

1. "TSA" means the Transportation Services Agreement dated March 15, 2019 between Stonefield Logistics Group Inc. and Vantor Transport Services LLC, Contract Reference No. SLG-VTS-2019-0315, together with all schedules, exhibits, amendments, and modifications thereto.

2. "Vantor" means Vantor Holdings Corp. and all of its officers, directors, employees, agents, representatives, subsidiaries, and affiliates, including but not limited to Vantor Transport Services LLC.

3. "VTS" means Vantor Transport Services LLC.

4. "Stonefield" or "SLG" means Stonefield Logistics Group Inc.

5. "SLO" or "Service Level Obligation" means the service performance standards set forth in the TSA, as described in the Topics of Examination above.

6. "ACV" means Annual Committed Volume, as defined in the TSA, i.e., $43,200,000 per contract year.

7. "Cure Notice" means the written Cure Notice dated January 18, 2022 from Raymond Hess (Director, Contract Compliance, Stonefield) to Sandra Milescu (COO, Vantor/VTS).

8. "Termination Letter" means the formal termination letter dated March 4, 2022 from Tobias Wren (General Counsel, Stonefield) to Vantor Holdings Corp. and Vantor Transport Services LLC.

9. "Document" shall have the broadest meaning permitted under the Federal Rules of Civil Procedure and shall include, without limitation, all writings, drawings, graphs, charts, photographs, recordings, images, electronically stored information, and all other data or data compilations of every kind and description, whether stored in any medium, and includes all drafts and all copies that differ in any respect from the original.

10. "Communication" means any oral, written, or electronic exchange of information between two or more persons, including but not limited to conversations, meetings, telephone calls, voicemails, letters, memoranda, emails, text messages, instant messages, and communications through any other medium.

11. "You," "Your," and "Yours" refer to Vantor Holdings Corp. and Vantor Transport Services LLC, collectively and individually.

VI. INSTRUCTIONS

1. Vantor shall designate its witness(es) in writing at least ten (10) days prior to the scheduled deposition date. Such written designation shall identify the full name, title, and current position of each designee and shall specify the topics from Section III that each designee is designated to address.

2. Each designee must be prepared to testify fully and completely regarding all matters within the scope of the assigned topic(s), including matters known or reasonably available to the organization through reasonable inquiry. The obligation to prepare designees extends to information in the possession of current and former officers, directors, employees, agents, and representatives of Vantor and VTS.

3. If Vantor contends that any topic set forth in this Notice is overbroad, unduly burdensome, or seeks information protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege, Vantor shall raise such objection in writing within fourteen (14) days of service of this Notice. Such objections shall be stated with specificity, identifying the particular topic(s) or sub-topic(s) at issue and the grounds for the objection, in accordance with the parties' obligations under the Case Management Order and the Federal Rules of Civil Procedure.

4. Vantor's obligation to designate and prepare witness(es) includes the duty to review and prepare the designee(s) using all relevant documents in Vantor's possession, custody, or control, including documents previously produced in discovery and documents identified in Section IV above. Failure to prepare designees adequately may result in sanctions, including an order compelling re-deposition at Vantor's expense. See Fed. R. Civ. P. 37(d)(1)(A)(i); Reilly v. NatWest Mkts. Grp. Inc., 181 F.3d 253, 268 (2d Cir. 1999).

VII. RESERVATION OF RIGHTS

Stonefield reserves the right to notice additional deposition topics or to modify, supplement, or narrow the topics set forth herein, subject to the Federal Rules of Civil Procedure and the Case Management Order, and upon reasonable notice to Vantor's counsel.

Stonefield further reserves the right to depose individual fact witnesses separately from any Rule 30(b)(6) designee(s), and nothing in this Notice shall limit or be construed to limit Stonefield's right to depose any individual—including Nikolai Vantorovich, Gregory Fielding, Sandra Milescu, Derek Pruitt, or any other person—in his or her personal capacity. This Notice is without prejudice to Stonefield's right to serve additional notices of deposition pursuant to Federal Rule of Civil Procedure 30(a).

Stonefield reserves all rights and objections not expressly waived herein, including but not limited to all rights to object to the adequacy of Vantor's designee(s) or the sufficiency of their preparation, and all rights to seek relief from the Court in connection with any failure to comply with this Notice.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Patrick Gallagher (Admitted pro hac vice; IL Bar No. 6312847)

Samuel Eklund (NY Bar No. 5198203)

200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 459-7200 Facsimile: (212) 459-7201

Email: pgallagher@calderwoodharkness.com

Email: seklund@calderwoodharkness.com

Attorneys for Defendant Stonefield Logistics Group Inc.

Dated: June 15, 2023

CERTIFICATE OF SERVICE

I, Patrick Gallagher, hereby certify that on June 15, 2023, a true and correct copy of the foregoing Defendant Stonefield Logistics Group Inc.'s Notice of Deposition Pursuant to Federal Rule of Civil Procedure 30(b)(6) was served upon counsel for Plaintiff via the Court's Electronic Case Filing (ECF) system, which will send notification of such filing to all counsel of record, and via email to:

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

Email: hcaldwell@caldwellroyce.com

Email: jwhitford@caldwellroyce.com

________________________________________

Patrick Gallagher

VANTOR HOLDINGS CORP.,

<!-- indent:2 -->Plaintiff,<!-- /indent -->	Case No. 22-cv-07841 (MTC)
v.	Hon. Margaret T. Calloway, U.S.D.J.

STONEFIELD LOGISTICS GROUP INC.,

Defendant.

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S NOTICE OF DEPOSITION PURSUANT TO FEDERAL RULE OF CIVIL PROCEDURE 30(b)(6)
PLEASE TAKE NOTICE that Defendant Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), by and through its attorneys Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166, hereby gives notice, pursuant to Federal Rule of Civil Procedure 30(b)(6), that it will take the deposition upon oral examination of Plaintiff Vantor Holdings Corp. ("Vantor") and its wholly owned operating subsidiary Vantor Transport Services LLC ("VTS"). This Notice is directed to Vantor and VTS, and is served upon Vantor's counsel of record, Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, New York 10006, Attention: Harrison Caldwell, Esq. and Jason Whitford, Esq.
Pursuant to Federal Rule of Civil Procedure 30(b)(6), Stonefield hereby notices the deposition of Vantor Holdings Corp. and Vantor Transport Services LLC, by one or more officers, directors, managing agents, or other persons designated by Vantor and VTS to testify on their behalf regarding the matters set forth herein. The designated witness(es) shall testify regarding each of the topics of examination described below.
Date of Notice: June 15, 2023
I. DEPOSITION LOGISTICS
Date and Time. The deposition shall take place on a date and at a time to be mutually agreed upon by counsel for the parties, but in no event later than the fact discovery deadline of September 29, 2023, as set forth in the Case Management Order entered by the Honorable Margaret T. Calloway on February 17, 2023. Stonefield requests that counsel for Vantor contact the undersigned within fourteen (14) days of service of this Notice to schedule the deposition. In the event the parties are unable to agree on a date, Stonefield reserves the right to seek the Court's intervention pursuant to Federal Rule of Civil Procedure 30(a)(2) and Local Civil Rule 37.2.
Location. The deposition shall take place at the offices of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166, or at such other location as may be mutually agreed upon by the parties.
Recording Method. The deposition will be recorded by stenographic means before a certified court reporter and may also be recorded by videotape, in accordance with Federal Rule of Civil Procedure 30(b)(3). Stonefield will bear the cost of the stenographic recording and any videotape recording it arranges. Vantor may, at its own expense, arrange for additional recording methods as permitted by the Federal Rules of Civil Procedure.
Duration. The deposition of each designee shall not exceed seven (7) hours of testimony on the record, in accordance with Federal Rule of Civil Procedure 30(d)(1). Breaks, recesses, and time spent off the record shall not count toward the seven-hour limit. In the event that multiple designees are required to cover all topics set forth herein, the seven-hour limitation shall apply separately to each designee.
Continuation. Stonefield reserves the right to continue the deposition from day to day until completed, including the right to recall a designee to complete testimony on any topic for which the designee's testimony was incomplete.
II. DESIGNATION OBLIGATION
Pursuant to Federal Rule of Civil Procedure 30(b)(6), Vantor and VTS are required to designate and produce one or more persons to testify on their behalf as to each of the matters described in the Topics of Examination set forth in Section III below. The following obligations apply to such designation:
1. The designated witness(es) must testify as to all matters known or reasonably available to the organization, not merely those matters within the personal knowledge of the individual designee. See Fed. R. Civ. P. 30(b)(6); Reilly v. NatWest Mkts. Grp. Inc., 181 F.3d 253, 268 (2d Cir. 1999).
2. Vantor and VTS are obligated to prepare the designated witness(es) to testify fully, completely, and unevasively regarding each topic identified herein. The duty of preparation extends beyond reviewing documents personally known to the designee and encompasses the collection and review of information from all available sources within the organization, including current and former employees, agents, and representatives.
3. If multiple designees are required to address all of the topics set forth herein, Vantor and VTS shall identify in advance—no later than ten (10) days before the deposition—which designee(s) will testify on which topic(s). Each designee's testimony shall bind the organization as to the topics assigned to that designee.
4. If Vantor determines, after review of this Notice, that no single individual within the organization possesses sufficient knowledge to testify on a particular topic, Vantor must nonetheless educate and prepare a designee to testify regarding that topic based on all information reasonably available to the organization.
III. TOPICS OF EXAMINATION
The deposition will address the following topics:
Topic 1: Corporate Structure, Organization, and Decision-Making Authority
(a) The corporate structure and organizational hierarchy of Vantor Holdings Corp. and Vantor Transport Services LLC, including the nature of VTS's status as a wholly owned operating subsidiary of Vantor Holdings Corp.
(b) The relationship between Vantor Holdings Corp. (a New York corporation with its principal office at 580 Eighth Avenue, 14th Floor, New York, New York 10018) and VTS (a New York limited liability company whose sole member is Vantor Holdings Corp.), including the degree to which Vantor exercises management, operational, or financial control over VTS.
(c) Identification of all officers, directors, and managing agents of Vantor and VTS who had authority over or involvement in decisions related to the Transportation Services Agreement dated March 15, 2019, Contract Reference No. SLG-VTS-2019-0315 (the "TSA"), including but not limited to:
(i) Nikolai Vantorovich, Chief Executive Officer and Founder of Vantor Holdings Corp.;
(ii) Gregory Fielding, Chief Financial Officer of Vantor Holdings Corp.;
(iii) Sandra Milescu, Chief Operating Officer of Vantor Holdings Corp. and VTS; and
(iv) Derek Pruitt, Vice President, Business Development, Vantor Holdings Corp.
(d) The ownership structure of Vantor Holdings Corp., including Nikolai Vantorovich's approximately 58% personal ownership interest, the Fielding Family Trust's approximately 12% ownership interest, and the identities of other minority investors holding the remaining approximately 30% ownership interest.
(e) The authority and process by which decisions were made regarding fleet management, contract performance, and the Stonefield account, including the respective roles and decision-making authority of Sandra Milescu and Nikolai Vantorovich with respect to the TSA and the Stonefield relationship.
Topic 2: Negotiation and Execution of the TSA
(a) The negotiation, drafting, and execution of the TSA between Stonefield Logistics Group Inc. (in its capacity as "Shipper-Broker") and Vantor Transport Services LLC (in its capacity as "Carrier-Provider"), executed on or about March 15, 2019, including the identity of all persons involved in negotiating the TSA on behalf of Vantor and VTS, the timeline of negotiations, and any pre-contractual communications, proposals, or term sheets exchanged between the parties.
(b) Vantor's and VTS's understanding, at the time of execution and at all relevant times thereafter, of the key terms and obligations under the TSA, including but not limited to:
(i) The five-year term of the TSA, commencing April 1, 2019 and expiring March 31, 2024;
(ii) The Annual Committed Volume ("ACV") of $43,200,000 per contract year, representing a total five-year minimum commitment of $216,000,000;
(iii) The Service Level Obligations ("SLOs") as set forth in the TSA, including: (A) on-time pickup rate of not less than 95%; (B) on-time delivery rate of not less than 93%; (C) cargo claims ratio of not more than 0.5% of gross revenue; (D) tender acceptance rate of not less than 90%; and (E) equipment availability compliance of not less than 85% of committed fleet capacity;
(iv) The fleet capacity commitment of 400 tractors and 1,200 trailers to be dedicated to or available for Stonefield freight;
(v) The Rate Adjustment Mechanism under Section 5.3 of the TSA, which is indexed to a blended rate of 70% diesel fuel index and 30% CPI-U, with adjustments applied on each April 1 during the contract term;
(vi) The Termination for Cause provisions under Section 13.1 of the TSA, including the 30-calendar-day written cure period set forth in Section 13.2;
(vii) The liquidated damages provisions under Section 14.2 of the TSA, which provide for liquidated damages calculated as 75% of the ACV multiplied by the number of remaining contract years (or pro-rated portion thereof);
(viii) The mutual consequential damages waiver set forth in Section 15.1 of the TSA; and
(ix) The exclusivity provisions set forth in Schedule C to the TSA regarding "Primary Lanes," defined as 14 designated origin-destination pairs on which VTS was designated as the exclusive carrier for Stonefield freight.
(c) Vantor's and VTS's assessment, at the time of contracting and at all times thereafter, of the reasonableness of the liquidated damages formula set forth in Section 14.2 of the TSA, including the analyses, projections, and business considerations that informed Vantor's and VTS's decision to agree to that formula.
Topic 3: Performance of the TSA — VTS Service Levels and Operational Performance
(a) VTS's performance under the TSA from April 1, 2019 through the date of termination, March 4, 2022, with particular focus on the third and fourth quarters of calendar year 2021 (Q3 2021 and Q4 2021).
(b) VTS's actual performance against each Service Level Obligation during the term of the TSA, including but not limited to:
(i) On-time pickup rate, including actual Q4 2021 performance of approximately 78.2% against the contractual SLO of 95%;
(ii) On-time delivery rate, including actual Q4 2021 performance of approximately 81.6% against the contractual SLO of 93%;
(iii) Tender acceptance rate, including actual Q4 2021 performance of approximately 71.4% against the contractual SLO of 90%;
(iv) Equipment availability, including actual Q4 2021 availability of approximately 62% of committed fleet capacity, equating to approximately 248 tractors available versus the 400 tractors committed under the TSA;
(v) Cargo claims ratio, including actual Q4 2021 ratio of approximately 1.07%, based on 16 documented cargo claims submitted during the November–December 2021 period totaling $387,400 in aggregate, versus the contractual SLO ceiling of 0.5% of gross revenue.
(c) The causes and contributing factors for any deficiencies in VTS's performance against the SLOs, whether arising from internal operational decisions, external market conditions, workforce issues, or any other factors.
(d) VTS's use of its Carrier Performance Portal for tracking and reporting performance metrics to Stonefield, including the frequency and content of reporting, the accuracy of portal data, and any discrepancies between portal data and actual performance.
(e) Any internal reporting, analyses, dashboards, memoranda, presentations, or communications—whether prepared by or circulated among officers, directors, managers, or employees of Vantor or VTS—regarding VTS's performance on the Stonefield account at any time during the term of the TSA.
(f) VTS's efforts, if any, to remedy or improve performance during Q3 2021, Q4 2021, and Q1 2022, including any corrective action plans, driver recruitment initiatives, fleet management changes, or other measures undertaken to restore SLO compliance.
Topic 4: Fleet Management, Capacity Allocation, and Redeployment Decisions
(a) VTS's fleet management decisions relating to the Stonefield account, including the allocation, deployment, and redeployment of tractors and trailers dedicated to or available for Stonefield freight, at all times from April 1, 2019 through March 4, 2022.
(b) The decision to reassign approximately 85 tractors from Stonefield-dedicated lanes to other accounts, including but not limited to the circumstances described in the November 12, 2021 email from Sandra Milescu to Nikolai Vantorovich (Bates No. VHC-008417), in which Milescu stated: "We've pulled 85 tractors off the SLG dedicated lanes to cover [redacted] commitments. SLG won't notice until January."
(c) The identity of the shipper(s), customer(s), or account(s) to whom VTS redirected the 85 tractors previously dedicated to Stonefield lanes, including but not limited to Northwind Distribution Co. and any other third-party shipper or broker.
(d) The timing of the redeployment decision, including whether the decision was made in or about October 2021 and the factors, analyses, and business considerations that informed the decision to redeploy tractors away from Stonefield-dedicated lanes.
(e) Whether and when Stonefield was notified of the redeployment of fleet assets away from Stonefield-dedicated lanes, and the reasons for any delay in such notification.
(f) VTS's contracts, agreements, or arrangements with Northwind Distribution Co. or any other shipper or broker to whom fleet capacity was redirected during the period July 2021 through March 2022, including the terms, rates, and committed volumes under any such contracts or arrangements.
(g) VTS's characterization of the redeployment as "temporary" versus permanent, including any plans, timelines, or internal commitments for restoring fleet capacity to the Stonefield account.
(h) The relationship, if any, between VTS's fleet redeployment decisions and the alleged nationwide driver shortage cited in Vantor's February 14, 2022 response to the Cure Notice, including whether the claimed driver shortage was a cause, a contributing factor, or a justification invoked after the fact for fleet redeployment.
(i) The total fleet of VTS, including the total number of owned or leased tractors (approximately 650 tractors) and trailers (approximately 2,100 trailers), and the proportion of that fleet dedicated to and available for Stonefield freight at each quarter from Q1 2021 through Q1 2022.
Topic 5: The Cure Notice and Cure Period
(a) VTS's and Vantor's receipt of and response to the Cure Notice dated January 18, 2022, sent by Raymond Hess, Director of Contract Compliance at Stonefield, to Sandra Milescu, Chief Operating Officer of Vantor and VTS.
(b) The Cure Notice identified the following alleged material breaches of the TSA:
(i) On-time pickup rate of 78.2% against the contractual SLO of 95%;
(ii) On-time delivery rate of 81.6% against the contractual SLO of 93%;
(iii) Tender acceptance rate of 71.4% against the contractual SLO of 90%;
(iv) Equipment availability of 62% of committed fleet capacity;
(v) Sixteen (16) documented cargo claims in November–December 2021 totaling $387,400 in the aggregate, yielding a claims ratio of approximately 1.07% against the contractual SLO ceiling of 0.5%; and
(vi) Chronic failure to provide substitute equipment or surge capacity as required under Section 7.4 of the TSA.
(c) VTS's internal assessment of the accuracy of the performance metrics identified in the Cure Notice, including whether VTS disputed any of the cited figures, and any analyses or audits conducted by VTS to verify or challenge the performance data.
(d) The steps, if any, taken by VTS to cure the identified breaches during the 30-calendar-day cure period from January 18, 2022 through February 17, 2022, including any operational changes, fleet reallocation, driver recruitment, or other remedial measures implemented during that period.
(e) The February 14, 2022 letter from Derek Pruitt, Vice President of Business Development at Vantor, to Janet Kirkwood, Vice President of Carrier Relations at Stonefield, including but not limited to VTS's assertion that performance deficiencies were caused by (i) a nationwide driver shortage, (ii) Stonefield's own failure to tender minimum committed volumes, and (iii) Stonefield's instructions to divert volume to lower-cost spot market carriers.
(f) Whether VTS's February 14, 2022 response constituted or was intended to constitute a "substantial cure" of the identified breaches within the meaning of Section 13.2 of the TSA, and VTS's understanding of what would constitute an adequate cure under the contractual provision.
(g) VTS's actual performance metrics during and immediately following the cure period, specifically for February 2022 and March 2022 (through the date of termination on March 4, 2022), across all SLO categories.
Topic 6: Vantor's Allegations of Breach by Stonefield — Volume Shortfalls
(a) Vantor's and VTS's contention, as set forth in the Amended Complaint, that Stonefield failed to tender the ACV in Contract Year 2 (April 2020 through March 2021) and Contract Year 3 (April 2021 through January 2022, a partial year due to termination).
(b) The factual basis for Vantor's allegation that Stonefield tendered only approximately $31,800,000 in Contract Year 2 and approximately $36,500,000 in Contract Year 3 (partial), against the $43,200,000 per year ACV minimum, including the documents, records, and data relied upon to support these figures.
(c) Vantor's and VTS's knowledge and understanding of Stonefield's invocation of force majeure under Section 12.1 of the TSA for the period April 2020 through September 2020, and VTS's position on the validity and applicability of that invocation, including whether VTS contested the force majeure declaration at the time it was made.
(d) The adjusted Contract Year 2 ACV calculation, taking into account the six-month force majeure period: $43,200,000 × (6/12) = $21,600,000 for the non-force-majeure portion of CY2, and the fact that Stonefield's actual tenders of $31,800,000 exceeded the adjusted minimum by approximately $10,200,000.
(e) The impact, if any, of alleged volume shortfalls on VTS's ability to maintain SLO compliance and fleet commitment levels, including whether VTS contends that reduced tender volume contributed to or justified VTS's decision to redeploy fleet assets.
(f) The causal relationship, if any, between Stonefield's tendered volumes and VTS's decision to redeploy fleet assets to other accounts, including Northwind Distribution Co.
Topic 7: Vantor's Allegations of Lane Exclusivity Violations
(a) Vantor's and VTS's contention, as set forth in the Amended Complaint, that Stonefield violated the exclusivity provisions in Schedule C of the TSA by diverting freight to Cascade Freight Systems Inc. and/or Briarwood Trucking Co.
(b) VTS's understanding of which lanes are designated as "Primary Lanes" under Schedule C (the 14 designated origin-destination pairs on which VTS held exclusive carrier status) versus "Secondary Lanes" (including, but not limited to, Lanes 8 through 14, which are not subject to the exclusivity commitment).
(c) VTS's knowledge and evidence, if any, that Stonefield utilized Cascade Freight Systems Inc. or Briarwood Trucking Co. on one or more Primary Lanes, as distinguished from Stonefield's use of those carriers on Secondary Lanes not subject to exclusivity restrictions.
(d) The factual basis for Vantor's allegation that Stonefield's use of alternative carriers constituted a material violation of the TSA's exclusivity provisions, including the specific lanes at issue, the volume allegedly diverted, the time period of the alleged diversion, and the revenue impact on VTS.
(e) VTS's awareness, prior to the March 4, 2022 termination, of Stonefield's use of alternative carriers on any lanes—whether Primary or Secondary—and any communications between VTS, Vantor, and Stonefield regarding such alternative carrier usage.
Topic 8: Termination of the TSA and Vantor's Claim of Pretextual Motive
(a) VTS's and Vantor's position regarding the validity of Stonefield's termination of the TSA effective March 4, 2022, as set forth in the termination letter sent by Tobias Wren, General Counsel of Stonefield, to Vantor Holdings Corp. and Vantor Transport Services LLC.
(b) The factual basis for Vantor's allegation, as pleaded in the Amended Complaint, that Stonefield's termination of the TSA for Cause was "pretextual" and was not motivated by VTS's actual performance deficiencies.
(c) Vantor's contention that Stonefield terminated the TSA in order to avoid paying higher rates under the April 2022 rate adjustment pursuant to Section 5.3, which would have increased per-mile rates from a weighted average of approximately $2.87 to approximately $3.28 (representing a 14.3% increase), adding approximately $6,200,000 in annual transportation costs to Stonefield.
(d) VTS's awareness, prior to termination, of any internal Stonefield discussions, plans, or strategies to exit or terminate the TSA, including any communications between VTS or Vantor personnel and Stonefield personnel on this subject.
(e) VTS's knowledge of the September 22, 2021 internal Stonefield email from Janet Kirkwood to Carlos Medina (produced in discovery), which referenced moving volume to alternative carriers and potentially terminating the TSA, and any steps taken by VTS or Vantor in response to learning of that communication.
Topic 9: Damages Calculation — Methodology, Data, and Assumptions
(a) The methodology, data, and assumptions underlying Vantor's claimed damages of approximately $95,400,000, as set forth in the Amended Complaint filed December 2, 2022, and as further supported by the expert report of Dr. Philip Trask of Trask Greystone & Associates, served on May 15, 2023.
(b) Each component of Vantor's damages claim, including:
(i) Liquidated damages for two (2) full remaining contract years: $64,800,000, calculated as 75% × $43,200,000 ACV × 2 years;
(ii) Liquidated damages for the partial year of 27 days (March 4, 2022 through March 31, 2022): $2,430,000, calculated as 75% × $43,200,000 × (27/365);
(iii) Total liquidated damages claim: $67,230,000;
(iv) Lost profits of $18,700,000, based on a claimed average 12% operating margin on Stonefield freight multiplied by remaining committed volume;
(v) Stranded assets and costs of $5,200,000, encompassing accelerated depreciation on tractors and trailers acquired for the Stonefield contract, and lease termination costs;
(vi) Workforce reduction costs of $2,870,000, representing severance and unemployment-related costs for approximately 180 drivers and support staff; and
(vii) Mitigation costs of $1,400,000, representing costs incurred in seeking replacement freight volume following termination.
(c) The financial records, data sources, work papers, and underlying documentation supporting each component of the damages claim, including the sources relied upon by Dr. Trask in preparing his expert report.
(d) VTS's actual operating margins on Stonefield freight for each contract year—Contract Year 1 (April 2019 through March 2020), Contract Year 2 (April 2020 through March 2021), and Contract Year 3 (partial, April 2021 through March 4, 2022)—including the basis for and accuracy of the 12% average margin figure used in the lost profits calculation.
(e) VTS's financial condition and revenue trends, including fiscal year 2021 total revenue of approximately $385,000,000, fiscal year 2022 total revenue of approximately $310,000,000, and the extent to which the decline in revenue between FY 2021 and FY 2022 is attributable to the loss of the Stonefield contract as opposed to other market factors, competitive dynamics, or business decisions.
(f) The relationship and overlap, if any, between the liquidated damages claim under Section 14.2 of the TSA and the lost profits claim, including whether the two claims compensate for the same or different categories of harm, and whether Vantor contends it is entitled to recover both categories without duplication.
Topic 10: Mitigation of Damages
(a) The efforts, if any, undertaken by Vantor and VTS to mitigate damages following Stonefield's termination of the TSA on March 4, 2022, including the scope, timing, and adequacy of such efforts.
(b) Specific steps taken to seek replacement freight volume, including:
(i) Identification of all potential replacement shippers, brokers, or customers contacted by VTS following termination;
(ii) All proposals, bids, requests for proposals, or contracts submitted to or entered into with potential replacement customers;
(iii) The timeline of mitigation activities, including the dates on which VTS first commenced mitigation efforts and the duration of such efforts; and
(iv) Revenue generated from any replacement business secured as a result of mitigation efforts.
(c) The freight market conditions prevailing in Q1 2022 and Q2 2022, including spot rates, carrier demand, available freight volume, and general market trends, and VTS's ability to secure replacement business in those conditions.
(d) The claimed mitigation costs of $1,400,000, including an itemized breakdown by category and nature of expenditure, with identification of supporting documentation.
(e) The reasons, if any, why VTS did not secure replacement freight volume sufficient to offset the loss of the Stonefield contract, including any internal assessments of VTS's competitive position, capacity constraints, or market limitations.
(f) Any internal discussions, analyses, board presentations, management reports, or other documentation regarding VTS's mitigation strategy or the feasibility of replacing the Stonefield volume.
Topic 11: Workforce Reduction and Stranded Asset Claims
(a) The workforce reduction undertaken by VTS following termination of the TSA, including:
(i) The number of employees terminated, laid off, or otherwise separated from employment as a result of the TSA termination, including both drivers and support staff (claimed: approximately 180 individuals);
(ii) The dates on which workforce reduction actions occurred;
(iii) The severance packages offered and paid to affected employees, including the terms, amounts, and eligibility criteria for severance;
(iv) Total claimed workforce reduction costs of $2,870,000, with an itemized breakdown by category (e.g., severance payments, accrued paid time off, COBRA continuation premiums, unemployment insurance charges, and any other components).
(b) The stranded assets claim of $5,200,000, including:
(i) Identification of each specific tractor and trailer (by unit number, make, model, and year) that VTS claims was acquired or leased specifically for the Stonefield contract;
(ii) The depreciation schedules and methodology applied to each asset, including whether straight-line or accelerated depreciation was used;
(iii) All lease agreements and associated lease termination costs for equipment leased for the Stonefield account;
(iv) Whether and when the claimed stranded assets were redeployed to other accounts, sold, returned to lessors, or otherwise disposed of, and any proceeds or residual value received in connection therewith; and
(v) Any insurance recoveries, residual value offsets, or other credits that reduce the net stranded asset loss.
(c) Whether any of the workforce reduction costs or stranded asset costs would have been incurred irrespective of the TSA termination, including due to market conditions, VTS's own fleet management or business decisions, or other factors unrelated to Stonefield's termination of the TSA.
Topic 12: Communications with Counsel and Fee Disputes
The scope of this topic is limited exclusively to non-privileged facts, and Stonefield does not seek disclosure of any communications protected by the attorney-client privilege or the attorney work product doctrine. This topic is limited to the following:
(a) The circumstances leading to the withdrawal of Caldwell Royce & Shapiro LLP as counsel for Vantor, as reflected in the October 3, 2023 Motion to Withdraw filed by Caldwell Royce & Shapiro LLP, which cited "irreconcilable differences" between Vantor and the firm.
(b) The status and amount of any fee disputes between Vantor and Caldwell Royce & Shapiro LLP, including the approximately $870,000 in unpaid legal invoices referenced in the firm's Motion to Withdraw.
(c) Vantor's efforts, if any, to retain substitute counsel following the Court's October 18, 2023 Order granting the Motion to Withdraw and setting a 60-day deadline of December 17, 2023 for Vantor to obtain substitute counsel or advise the Court of its intention to proceed pro se.
(d) Vantor's current financial ability and intention to prosecute this action.
Note: This topic does not seek disclosure of any communications protected by the attorney-client privilege or the attorney work product doctrine. It is limited to the facts of the fee dispute and counsel retention efforts, which are not privileged insofar as they were placed at issue by the publicly filed Motion to Withdraw and Vantor's subsequent failure to retain substitute counsel. See, e.g., In re Grand Jury Subpoena, 274 F.3d 563, 571 (1st Cir. 2001) (fee information generally not privileged); Clarke v. Am. Commerce Nat'l Bank, 974 F.2d 127, 129 (9th Cir. 1992) (same).
IV. DOCUMENTS TO BE AVAILABLE AT DEPOSITION
Vantor and VTS designees shall review and be prepared to testify regarding all documents produced by Vantor and VTS in this action, as well as any other documents within Vantor's or VTS's possession, custody, or control that are relevant to the topics of examination set forth herein. Without limiting that obligation, designees shall specifically review and be prepared to testify regarding the following documents:
(a) All documents bearing Bates numbers VHC-000001 through VHC-033218, representing Vantor's initial production of 28,914 documents and supplemental production of 4,218 documents;
(b) The Transportation Services Agreement and all schedules, exhibits, and amendments thereto (Contract Reference No. SLG-VTS-2019-0315);
(c) The Cure Notice dated January 18, 2022, from Raymond Hess (Director, Contract Compliance, Stonefield) to Sandra Milescu (COO, Vantor/VTS);
(d) The February 14, 2022 response letter from Derek Pruitt (VP, Business Development, Vantor) to Janet Kirkwood (VP, Carrier Relations, Stonefield);
(e) The March 4, 2022 termination letter from Tobias Wren (General Counsel, Stonefield) to Vantor Holdings Corp. and Vantor Transport Services LLC;
(f) The Amended Complaint filed on December 2, 2022;
(g) The expert report of Dr. Philip Trask of Trask Greystone & Associates, served May 15, 2023;
(h) VTS's Q4 2021 Performance Report;
(i) The November 12, 2021 email from Sandra Milescu to Nikolai Vantorovich (Bates No. VHC-008417);
(j) All documents produced by Vantor responsive to Defendant's Second Request for Production of Documents, including fleet redeployment records produced pursuant to the Court's June 9, 2023 discovery order compelling production; and
(k) Vantor's responses to Defendant's First Set of Interrogatories, Vantor's responses to Defendant's First Set of Requests for Admission, and all supplemental responses thereto.
V. DEFINITIONS
As used in this Notice, the following terms shall have the meanings set forth below:
1. "TSA" means the Transportation Services Agreement dated March 15, 2019 between Stonefield Logistics Group Inc. and Vantor Transport Services LLC, Contract Reference No. SLG-VTS-2019-0315, together with all schedules, exhibits, amendments, and modifications thereto.
2. "Vantor" means Vantor Holdings Corp. and all of its officers, directors, employees, agents, representatives, subsidiaries, and affiliates, including but not limited to Vantor Transport Services LLC.
3. "VTS" means Vantor Transport Services LLC.
4. "Stonefield" or "SLG" means Stonefield Logistics Group Inc.
5. "SLO" or "Service Level Obligation" means the service performance standards set forth in the TSA, as described in the Topics of Examination above.
6. "ACV" means Annual Committed Volume, as defined in the TSA, i.e., $43,200,000 per contract year.
7. "Cure Notice" means the written Cure Notice dated January 18, 2022 from Raymond Hess (Director, Contract Compliance, Stonefield) to Sandra Milescu (COO, Vantor/VTS).
8. "Termination Letter" means the formal termination letter dated March 4, 2022 from Tobias Wren (General Counsel, Stonefield) to Vantor Holdings Corp. and Vantor Transport Services LLC.
9. "Document" shall have the broadest meaning permitted under the Federal Rules of Civil Procedure and shall include, without limitation, all writings, drawings, graphs, charts, photographs, recordings, images, electronically stored information, and all other data or data compilations of every kind and description, whether stored in any medium, and includes all drafts and all copies that differ in any respect from the original.
10. "Communication" means any oral, written, or electronic exchange of information between two or more persons, including but not limited to conversations, meetings, telephone calls, voicemails, letters, memoranda, emails, text messages, instant messages, and communications through any other medium.
11. "You," "Your," and "Yours" refer to Vantor Holdings Corp. and Vantor Transport Services LLC, collectively and individually.
VI. INSTRUCTIONS
1. Vantor shall designate its witness(es) in writing at least ten (10) days prior to the scheduled deposition date. Such written designation shall identify the full name, title, and current position of each designee and shall specify the topics from Section III that each designee is designated to address.
2. Each designee must be prepared to testify fully and completely regarding all matters within the scope of the assigned topic(s), including matters known or reasonably available to the organization through reasonable inquiry. The obligation to prepare designees extends to information in the possession of current and former officers, directors, employees, agents, and representatives of Vantor and VTS.
3. If Vantor contends that any topic set forth in this Notice is overbroad, unduly burdensome, or seeks information protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege, Vantor shall raise such objection in writing within fourteen (14) days of service of this Notice. Such objections shall be stated with specificity, identifying the particular topic(s) or sub-topic(s) at issue and the grounds for the objection, in accordance with the parties' obligations under the Case Management Order and the Federal Rules of Civil Procedure.
4. Vantor's obligation to designate and prepare witness(es) includes the duty to review and prepare the designee(s) using all relevant documents in Vantor's possession, custody, or control, including documents previously produced in discovery and documents identified in Section IV above. Failure to prepare designees adequately may result in sanctions, including an order compelling re-deposition at Vantor's expense. See Fed. R. Civ. P. 37(d)(1)(A)(i); Reilly v. NatWest Mkts. Grp. Inc., 181 F.3d 253, 268 (2d Cir. 1999).
VII. RESERVATION OF RIGHTS
Stonefield reserves the right to notice additional deposition topics or to modify, supplement, or narrow the topics set forth herein, subject to the Federal Rules of Civil Procedure and the Case Management Order, and upon reasonable notice to Vantor's counsel.
Stonefield further reserves the right to depose individual fact witnesses separately from any Rule 30(b)(6) designee(s), and nothing in this Notice shall limit or be construed to limit Stonefield's right to depose any individual—including Nikolai Vantorovich, Gregory Fielding, Sandra Milescu, Derek Pruitt, or any other person—in his or her personal capacity. This Notice is without prejudice to Stonefield's right to serve additional notices of deposition pursuant to Federal Rule of Civil Procedure 30(a).
Stonefield reserves all rights and objections not expressly waived herein, including but not limited to all rights to object to the adequacy of Vantor's designee(s) or the sufficiency of their preparation, and all rights to seek relief from the Court in connection with any failure to comply with this Notice.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Patrick Gallagher (Admitted pro hac vice; IL Bar No. 6312847)
Samuel Eklund (NY Bar No. 5198203)
200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 459-7200 Facsimile: (212) 459-7201
Email: pgallagher@calderwoodharkness.com
Email: seklund@calderwoodharkness.com
Attorneys for Defendant Stonefield Logistics Group Inc.
Dated: June 15, 2023
CERTIFICATE OF SERVICE
I, Patrick Gallagher, hereby certify that on June 15, 2023, a true and correct copy of the foregoing Defendant Stonefield Logistics Group Inc.'s Notice of Deposition Pursuant to Federal Rule of Civil Procedure 30(b)(6) was served upon counsel for Plaintiff via the Court's Electronic Case Filing (ECF) system, which will send notification of such filing to all counsel of record, and via email to:
Harrison Caldwell, Esq. Jason Whitford, Esq. Caldwell Royce & Shapiro LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006
Email: hcaldwell@caldwellroyce.com
Email: jwhitford@caldwellroyce.com
________________________________________
Patrick Gallagher
VANTOR HOLDINGS CORP.,
Plaintiff, | Case No. 22-cv-07841 (MTC)
v. | Hon. Margaret T. Calloway, U.S.D.J.
STONEFIELD LOGISTICS GROUP INC.,
Defendant.