1012-00005 · Stonefield Logistics Group · Discovery/Propounded

second-rfp-to-vantor.docx DOCUMENT Litigation

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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

DEFENDANT STONEFIELD LOGISTICS GROUP INC.'S SECOND REQUEST FOR PRODUCTION OF DOCUMENTS TO PLAINTIFF VANTOR HOLDINGS CORP.

Defendant Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), by and through its attorneys of record, Calderwood & Harkness LLP, hereby serves this Second Request for Production of Documents upon Plaintiff Vantor Holdings Corp. ("Vantor") and its wholly owned subsidiary Vantor Transport Services LLC ("VTS"), pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure and the Case Management Order entered by this Court on February 17, 2023 (Dkt. No. 34). Vantor is requested to produce the Documents described herein within thirty (30) days of service of this Request, or such other time as may be agreed upon by the parties or ordered by the Court, at the offices of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166, or by electronic production in accordance with the parties' agreed-upon ESI Protocol.

Dated: May 5, 2023

Served upon:

Harrison Caldwell, Esq. Jason Whitford, Esq. Caldwell Royce & Shapiro LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006 Counsel for Plaintiff Vantor Holdings Corp.

I. DEFINITIONS

As used in this Second Request for Production of Documents, the following terms shall have the meanings set forth below. These definitions are intended to be read broadly and in a manner consistent with the Federal Rules of Civil Procedure:

1. "Agreement" or "TSA" shall mean the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) between Stonefield Logistics Group Inc. (acting as "Shipper-Broker") and Vantor Transport Services LLC (acting as "Carrier-Provider"), including all schedules, exhibits, amendments, addenda, side letters, and modifications thereto, whether written or oral.

2. "Vantor" shall mean Vantor Holdings Corp. and any of its subsidiaries, affiliates, divisions, predecessors, successors, assigns, and agents, including without limitation Vantor Transport Services LLC, and each and all of their respective current and former officers, directors, employees, agents, consultants, accountants, representatives, and attorneys (to the extent not protected by applicable privilege).

3. "VTS" shall mean Vantor Transport Services LLC, a wholly owned subsidiary of Vantor Holdings Corp.

4. "Stonefield" or "SLG" shall mean Stonefield Logistics Group Inc.

5. "Document" or "Documents" shall be construed to the fullest extent permitted under Federal Rule of Civil Procedure 34(a) and shall mean any writing, recording, or electronically stored information ("ESI"), regardless of form or medium, including without limitation all written, printed, typed, handwritten, or electronically created or stored materials, whether originals, drafts, copies, or duplicates. This term includes, but is not limited to: correspondence, letters, memoranda, emails, text messages (including SMS and MMS), instant messages (including messages transmitted via Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Relativity, or any similar platform), voicemails, audio recordings, video recordings, notes, reports, studies, analyses, spreadsheets, databases, presentations, charts, graphs, drawings, photographs, calendars, appointment books, diaries, desk files, logs, records, ledgers, checks, invoices, purchase orders, receipts, contracts, agreements, minutes, agendas, and data compilations from which information can be obtained or translated, if necessary, by the responding party through detection devices into a reasonably usable form.

6. "Communication" or "Communications" shall mean any exchange of information between two or more Persons, whether oral or written, formal or informal, and regardless of the medium or method of transmission, including without limitation emails, letters, memoranda, text messages, instant messages, telephone calls, video conferences (including via Calderon Software, Northgate Data Systems, Granite Harbor Software, or similar platforms), voicemails, and in-person conversations. A "Communication" includes the transmittal of any Document.

7. "SLG Dedicated Lanes" shall mean the transportation lanes designated in the TSA, including Schedule C thereto (entitled "Lane Matrix and Rate Schedule"), as lanes on which VTS was to provide dedicated or on-demand truckload transportation services for Stonefield freight, encompassing all origin-destination pairs, regional corridors, and intermodal transfer points specified therein.

8. "SLG Dedicated Fleet" or "Committed Fleet" shall mean the minimum fleet capacity of four hundred (400) tractors and one thousand two hundred (1,200) trailers that VTS committed to maintain available for Stonefield freight under Section 4.1 of the TSA and Schedule B thereto (entitled "Equipment Commitment and Availability Requirements"), together with associated driver capacity sufficient to operate such equipment.

9. "Relevant Period" shall mean July 1, 2021 through March 31, 2022, unless a different time period is expressly specified in an individual Request.

10. "Person" shall mean any natural person, corporation, limited liability company, partnership, limited partnership, association, joint venture, trust, estate, governmental entity, agency, department, or instrumentality, or any other legal or commercial entity of any kind.

11. "You" or "Your" shall mean Vantor Holdings Corp. and/or Vantor Transport Services LLC, as applicable, including their current and former officers, directors, managers, employees, agents, consultants, representatives, and attorneys (to the extent Communications or Documents involving such attorneys are not protected by applicable attorney-client privilege or work-product protection).

12. "Relate to," "Relating to," or "Related to" shall mean concerning, referring to, reflecting, constituting, evidencing, describing, discussing, mentioning, analyzing, summarizing, evaluating, commenting upon, or pertaining to, in whole or in part, directly or indirectly.

13. "Identify" or "Identification" shall mean: (a) with respect to a Document, to state the date of creation, the author(s), the recipient(s), the general subject matter, the type of Document (e.g., email, memorandum, report), and the Bates number(s) if the Document has been previously produced in this action; and (b) with respect to a Person, to state the Person's full name, title or position, employer or organizational affiliation, and last known business address and telephone number.

14. "Cure Notice" shall mean the written 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, pursuant to Section 13.2 of the TSA, identifying specific material breaches and providing VTS with a thirty (30) day cure period.

15. "Termination Letter" shall mean the formal termination letter dated March 4, 2022, sent by Tobias Wren, General Counsel of Stonefield, to Vantor Holdings Corp. and Vantor Transport Services LLC, terminating the TSA effective immediately for material breach pursuant to Section 13.3 of the TSA.

16. "SLO" or "SLOs" shall mean the Service Level Obligations set forth in Section 5.0 and Schedule D of the TSA, including but not limited to minimum on-time pickup rates, on-time delivery rates, tender acceptance rates, equipment availability requirements, and cargo claims ratio thresholds.

II. INSTRUCTIONS

The following instructions apply to each Request for Production set forth herein:

1. Time for Response. Vantor shall respond to these Requests within thirty (30) days of service, or such other time as may be agreed by the parties in writing or ordered by the Court, in accordance with Federal Rule of Civil Procedure 34(b)(2). Responses must state, with respect to each individual Request, whether Documents will be produced, whether the Request is objected to (and the specific basis for each objection), or whether no responsive Documents exist.

2. Scope of Production. These Requests are directed to Vantor Holdings Corp. and Vantor Transport Services LLC, jointly and severally. To the extent any responsive Documents are in the possession, custody, or control of VTS or any other subsidiary, affiliate, division, or agent of Vantor—including, without limitation, any third-party technology vendor, fleet management service provider, document storage provider, or cloud computing platform acting on behalf of or at the direction of Vantor or VTS—such Documents are deemed within Vantor's possession, custody, or control and must be produced. Vantor shall conduct a reasonable and diligent search of all sources reasonably likely to contain responsive Documents, including the files, records, and electronically stored information of all custodians identified in the parties' Rule 26(f) conference and the Court's Case Management Order.

3. Production Format. Documents shall be produced in the format specified in the Case Management Order dated February 17, 2023 (Dkt. No. 34), and in accordance with the ESI Protocol agreed upon by the parties and filed with the Court on March 1, 2023 (Dkt. No. 39). In particular:

(a) All Documents other than structured data shall be produced as single-page TIFFs with searchable text (OCR or extracted text), accompanied by load files containing standard metadata fields (including, at minimum, custodian, date sent/created, date received/last modified, author, from, to, cc, bcc, subject, and file path).

(b) Native-format production is required for spreadsheets (including Microsoft Excel, Stonefield Services Inc., and CSV files), databases, and other structured data files that would lose material content or functionality if converted to TIFF format.

(c) All Documents shall be Bates-numbered sequentially, and each production shall be accompanied by an index identifying the Bates range, custodian, and general description of the Documents produced.

4. Privilege Log. If any Document responsive to these Requests is withheld in whole or in part on the basis of any privilege, immunity, or other protection from disclosure—including but not limited to attorney-client privilege, work-product protection, or any other applicable privilege—Vantor shall provide a privilege log entry for each such Document in compliance with Federal Rule of Civil Procedure 26(b)(5)(A) and the Court's Case Management Order. Each privilege log entry shall specify, at a minimum:

(a) the nature of the privilege or protection asserted;

(b) the date of the Document;

(d) the general subject matter of the Document, described with sufficient particularity to enable Stonefield to assess the applicability of the privilege or protection;

(e) the type of Document (e.g., email, memorandum, letter); and

(f) any other information sufficient to enable Stonefield to evaluate the claim of privilege or protection without revealing the privileged or protected information itself.

5. Continuing Obligation. These Requests are continuing in nature pursuant to Federal Rule of Civil Procedure 26(e). If, after serving its initial response, Vantor discovers or obtains additional responsive Documents, or if Vantor's prior responses are or become materially incomplete or inaccurate, Vantor shall promptly supplement its production and amend its responses as necessary.

6. Relationship to Prior Requests. These Requests supplement and are in addition to Defendant Stonefield's First Request for Production of Documents, which was served on March 6, 2023 (the "First Request"). Vantor is not excused from responding to any Request herein on the ground that responsive Documents may overlap with Documents requested in the First Request, unless such Documents have already been produced and are identified by Bates number in Vantor's response to the applicable Request. To the extent Vantor contends that specific Documents have been previously produced that are responsive to a Request herein, Vantor shall identify such Documents by Bates number in its response.

7. Organization of Production. Documents shall be produced as they are kept in the usual course of business, or organized and labeled to correspond to each Request to which they are responsive, in accordance with Federal Rule of Civil Procedure 34(b)(2)(E).

8. Construction. Each Request shall be construed broadly and liberally so as to encompass the maximum amount of information and Documents permissible under the Federal Rules of Civil Procedure. The singular shall include the plural and vice versa. The terms "and" and "or" shall be construed conjunctively and disjunctively as necessary to make each Request inclusive rather than exclusive. The use of the present tense includes the past tense and vice versa.

III. REQUESTS FOR PRODUCTION

REQUEST NO. 1

All Documents relating to any decision, plan, analysis, proposal, evaluation, consideration, or recommendation by VTS, Vantor, or any of their officers, directors, managers, or employees to reassign, redeploy, remove, redirect, divert, or otherwise reduce tractor or trailer units from the SLG Dedicated Fleet or SLG Dedicated Lanes during the period from July 1, 2021 through March 31, 2022, including but not limited to: internal memoranda; emails and other electronic Communications; fleet management reports; dispatch logs and dispatch system records; equipment allocation schedules and capacity planning documents; board of directors or management committee meeting minutes, presentations, or materials; operations review documents; and any analysis or modeling of the financial, operational, or contractual consequences of any such reassignment, redeployment, removal, or reduction.

This Request specifically encompasses, but is not limited to, all Documents relating to the approximately eighty-five (85) tractors that were removed from SLG Dedicated Lanes in or about October 2021, as referenced in the email from Sandra Milescu (COO, Vantor/VTS) to Nikolai Vantorovich (CEO, Vantor Holdings Corp.) dated November 12, 2021 (previously produced and bearing Bates No. VHC-008417). Without limiting the generality of the foregoing, Stonefield seeks all Documents that reflect, discuss, or analyze: the rationale for such removal; the identity of the individuals who authorized or approved such removal; the alternative accounts or customers to which such tractors were redirected; and the anticipated or actual impact of such removal on VTS's ability to meet its Committed Fleet and SLO obligations under the TSA.

REQUEST NO. 2

All Communications between Sandra Milescu and Nikolai Vantorovich, from July 1, 2021 through March 31, 2022, relating to or mentioning any of the following subjects:

(a) Stonefield Logistics Group Inc. or "SLG," by name or by reference;

(b) the TSA, or any obligation, provision, requirement, or term thereof;

(c) VTS's fleet capacity, fleet allocation, equipment availability, or equipment commitment for Stonefield freight, including any changes or proposed changes thereto;

(d) VTS's performance under the TSA, including any Service Level Obligations ("SLOs"), key performance indicators, or contractual benchmarks;

(e) the decision, plan, or consideration to reassign, redeploy, redirect, or divert tractors or trailers previously dedicated to the Stonefield account to any other account, customer, shipper, or broker; or

(f) any actual or potential breach of the TSA by VTS, any cure or remediation effort, or any anticipated termination or dispute with Stonefield.

This Request encompasses Communications in any medium, including email, text message (SMS/MMS), instant message (including communications via Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Relativity, or any similar platform), voicemail, video conference, telephone call, and in-person conversation (to the extent memorialized in notes, memoranda, or other Documents).

REQUEST NO. 3

All Communications between Sandra Milescu and any other officer, director, manager, or employee of Vantor or VTS (other than Nikolai Vantorovich, who is the subject of Request No. 2), from July 1, 2021 through March 31, 2022, relating to any of the following subjects:

(a) the reassignment, redeployment, removal, redirection, or diversion of tractors or trailers from the SLG Dedicated Fleet or SLG Dedicated Lanes to any other account, customer, shipper, or broker;

(b) fleet capacity planning, fleet allocation decisions, or equipment scheduling decisions affecting Stonefield freight or the SLG Dedicated Lanes, including any reduction or proposed reduction in the number of tractors or trailers available for Stonefield; or

(c) VTS's ability or inability to meet the minimum Committed Fleet requirements under the TSA, specifically the commitment to maintain four hundred (400) tractors and one thousand two hundred (1,200) trailers available for Stonefield freight, as set forth in Section 4.1 and Schedule B of the TSA.

This Request includes, without limitation, Communications with the following individuals (to the extent responsive): VTS's Vice President of Operations, Director of Fleet Management, Regional Operations Managers, Director of Dispatch, and any individual with responsibility for equipment allocation or fleet deployment decisions during the Relevant Period.

REQUEST NO. 4

All Documents constituting, reflecting, or relating to any contract, agreement, letter of intent, term sheet, rate confirmation, load confirmation, broker-carrier agreement, or other arrangement—whether formal or informal, written or oral—between VTS (or Vantor or any affiliate, subsidiary, or agent thereof) and Northwind Distribution Co. or any other shipper, broker, freight forwarder, or third party to whom VTS redirected, reassigned, diverted, or otherwise made available tractors, trailers, drivers, or transportation capacity that had previously been part of, allocated to, or committed for the SLG Dedicated Fleet, during the period from July 1, 2021 through March 31, 2022.

This Request includes, without limitation, all Documents relating to:

(a) the terms, rates, pricing structures, volume commitments, and duration of any such arrangements;

(b) the specific tractors, trailers, or equipment units reassigned or made available to such third parties;

(d) any comparison, analysis, or evaluation of the profitability or financial benefit of such arrangements relative to the Stonefield account or the TSA; and

(e) any Communications with Northwind Distribution Co. or any other such third party regarding VTS's available capacity, including any representations concerning equipment availability, start dates, or fleet size.

REQUEST NO. 5

All fleet management, dispatch, and equipment tracking records—including but not limited to Transportation Management System ("TMS") data exports, GPS and telematics records, electronic logging device ("ELD") data, equipment assignment logs, tractor and trailer utilization reports, driver-equipment pairing reports, equipment status reports (in-service, out-of-service, in-maintenance, deadheaded), and yard management system records—reflecting the assignment, location, utilization, operational status, or deployment of each tractor and trailer in VTS's fleet during the period from July 1, 2021 through March 31, 2022.

The data produced in response to this Request should be sufficient to identify, for each unit in VTS's fleet during the Relevant Period:

(a) which specific tractor and trailer units were assigned to SLG Dedicated Lanes and at what times;

(b) which specific tractor and trailer units were removed from SLG Dedicated Lanes and reassigned to other accounts, customers, or uses, and the date(s) of any such reassignment;

(c) the shipper, customer, account, or freight lane to which each reassigned unit was redirected following its removal from SLG Dedicated Lanes; and

(d) the utilization rate and loaded-mile percentage for each unit during the Relevant Period, broken down by account or customer assignment.

To the extent responsive data resides in TMS platforms, fleet management software, telematics systems (such as Drayton Data Systems, Ridgeline Solutions, Penmark Software, or similar systems), or other electronic databases maintained by or on behalf of VTS, Stonefield requests production in native format (e.g., CSV, XLSX, or database export) in accordance with the parties' ESI Protocol.

REQUEST NO. 6

All Documents relating to VTS's performance against the Service Level Obligations set forth in the TSA for Stonefield freight during the third quarter of 2021 (July 1, 2021 through September 30, 2021) and the fourth quarter of 2021 (October 1, 2021 through December 31, 2021), including but not limited to: internal performance dashboards; key performance indicator ("KPI") reports and scorecards; management presentations and operations review materials; exception reports; service failure logs; and any reports, analyses, or data generated from VTS's Carrier Performance Portal, operations management system, TMS, or any equivalent system or platform.

This Request specifically seeks VTS's own internal records, analyses, and calculations of the following SLO metrics, as distinguished from any data maintained by, generated by, or obtained from Stonefield:

(a) On-time pickup rate — VTS's percentage of loads picked up within the contracted pickup window, measured against the 95% SLO threshold. Stonefield's records reflect an on-time pickup rate of 78.2% for Q4 2021, a significant decline from prior quarters.

(b) On-time delivery rate — VTS's percentage of loads delivered within the contracted delivery window, measured against the 93% SLO threshold. Stonefield's records reflect an on-time delivery rate of 81.6% for Q4 2021.

(c) Tender acceptance rate — VTS's percentage of freight tenders accepted by VTS when tendered by Stonefield through the applicable TMS or load board, measured against the 90% SLO threshold. Stonefield's records reflect a tender acceptance rate of 71.4% for Q4 2021.

(d) Equipment availability compliance — The number and percentage of tractors and trailers actually available for Stonefield freight as compared to the Committed Fleet of 400 tractors and 1,200 trailers, measured against the 85% minimum availability SLO. Stonefield's records indicate that VTS had approximately 248 tractors (62% of the 400 committed) available for Stonefield freight in Q4 2021.

(e) Cargo claims ratio — The ratio of cargo claims (by dollar value and/or number of claims) to total shipments or total freight revenue, measured against the ≤0.5% SLO threshold. Stonefield's records reflect a cargo claims ratio of 1.07% for Q4 2021, representing sixteen (16) claims totaling $387,400 in November and December 2021 alone.

REQUEST NO. 7

All Documents relating to any internal assessment, analysis, review, evaluation, discussion, or investigation by VTS, Vantor, or any of their officers, directors, managers, or employees regarding VTS's failure or inability to meet one or more SLOs under the TSA, and/or the causes, contributing factors, or root causes of such failure, during the period from July 1, 2021 through March 4, 2022 (the date of Stonefield's termination of the TSA).

This Request includes, without limitation:

(a) any root-cause analysis, after-action review, or post-mortem assessment of SLO failures;

(b) any analysis of the impact of fleet reassignment, redeployment, or capacity reduction decisions on VTS's SLO performance for Stonefield freight;

(c) any analysis of the relative contribution of driver shortages, equipment shortages, equipment maintenance issues, weather events, or other factors to SLO underperformance;

(d) any Communications or presentations to Vantor's or VTS's board of directors, senior management, or operations management regarding SLO failures and remediation plans;

(e) any written warnings, performance improvement plans, or disciplinary actions taken against VTS managers or employees in connection with SLO underperformance on the Stonefield account; and

(f) any financial analysis of the cost, revenue impact, or contractual risk associated with SLO failures, including any assessment of exposure to liquidated damages, service credits, or termination under the TSA.

REQUEST NO. 8

All Documents constituting, reflecting, or relating to VTS's response or attempted cure of the alleged material breaches identified in Stonefield's Cure Notice dated January 18, 2022, during the thirty (30) day cure period specified in Section 13.2 of the TSA (i.e., January 18, 2022 through February 17, 2022), and for an additional fifteen (15) days thereafter through March 4, 2022 (the date of the Termination Letter).

This Request includes, without limitation:

(a) all internal Communications regarding the Cure Notice, VTS's response strategy, and the formulation and implementation of any cure plan or remediation measures;

(b) all fleet allocation, redeployment, or reallocation actions taken in response to the Cure Notice, including any decision to return tractors, trailers, or drivers to the SLG Dedicated Fleet or SLG Dedicated Lanes;

(c) all actions taken or considered to increase tractor or trailer availability on SLG Dedicated Lanes, including any surge deployment, emergency capacity additions, or short-term equipment leasing;

(d) all Communications with drivers, owner-operators, subcontractors, or third-party carriers regarding surge capacity, temporary assignments, or emergency coverage for Stonefield freight;

(e) all performance data, reports, dashboards, or analyses generated during the cure period (January 18, 2022 through February 17, 2022) showing VTS's SLO metrics for Stonefield freight, including daily, weekly, or periodic tracking of on-time pickup rates, on-time delivery rates, tender acceptance rates, equipment availability, and cargo claims;

(f) all Communications between VTS or Vantor and Stonefield during the cure period, including any written cure plan, status updates, or representations regarding VTS's remediation efforts; and

(g) any internal assessment of whether VTS had achieved or was capable of achieving a cure of the identified breaches within the cure period.

REQUEST NO. 9

All Documents relating to VTS's driver employment, retention, recruitment, and staffing decisions from July 1, 2021 through June 30, 2022, to the extent such decisions related to, affected, or had an impact on the SLG Dedicated Fleet, SLG Dedicated Lanes, or VTS's ability to perform its obligations under the TSA.

This Request includes, without limitation:

(a) records of driver reassignments from Stonefield-dedicated routes, lanes, or accounts to other accounts, customers, or routes, including the date, reason, and authorization for each such reassignment;

(b) records of driver terminations, layoffs, furloughs, or voluntary separations (including resignations and retirements) during the Relevant Period, to the extent such separations affected staffing levels for the SLG Dedicated Fleet;

(c) internal analyses, reports, or Communications regarding driver shortage impacts on Stonefield contract performance, including any assessment of the relationship between driver attrition or reassignment and SLO underperformance;

(d) hiring, recruitment, and onboarding records for drivers intended for or assigned to Stonefield-dedicated capacity, including job postings, applicant tracking data, offer letters, and training records; and

(e) any driver compensation, bonus, incentive, or retention program documents to the extent such programs were designed to attract or retain drivers for the Stonefield account or were modified in ways that affected driver availability for the SLG Dedicated Fleet.

REQUEST NO. 10

All Documents relating to any termination, layoff, reduction in force, furlough, or severance payment affecting VTS or Vantor employees (including but not limited to truck drivers, dispatcher personnel, operations staff, maintenance personnel, and administrative or support staff) during the period from March 4, 2022 through December 31, 2022, that Vantor contends were caused by, resulted from, or were in any way attributable to Stonefield's termination of the TSA.

This Request includes, without limitation:

(a) all individual termination notices, separation letters, or notices of layoff;

(b) all severance agreements, separation agreements, and release agreements, together with records of amounts paid thereunder;

(c) any notices provided pursuant to the Worker Adjustment and Retraining Notification Act ("WARN Act"), 29 U.S.C. § 2101 et seq., or any analogous state or local law, including the New York State WARN Act, N.Y. Lab. Law § 860-a et seq., whether or not such notices were ultimately sent;

(d) all internal memoranda, analyses, or Communications regarding workforce reduction decisions, including any analysis of which positions or employees were affected, the criteria used for selection, and the timing and phasing of any reductions;

(e) payroll records, benefits records, and accounting entries reflecting severance payments, separation payments, continuation of benefits, or other separation-related costs;

(f) any analysis, calculation, spreadsheet, or other Document supporting the $2,870,000 in "Workforce Reduction Costs" claimed by Vantor in the Amended Complaint (Dkt. No. 28, ¶ 87), including but not limited to a complete breakdown by employee name, position, date of separation, reason for separation, severance amount, and benefits continuation cost; and

(g) a list identifying each of the approximately one hundred eighty (180) employees whose severance or separation costs are included in the $2,870,000 figure, together with each such employee's name, position, date of hire, date of separation, separation reason code, and total severance or separation payment.

REQUEST NO. 11

All Documents relating to any effort, action, or step taken by Vantor or VTS to mitigate damages following Stonefield's termination of the TSA on March 4, 2022, including but not limited to:

(a) all Communications with prospective replacement shippers, brokers, freight forwarders, or customers regarding the availability of VTS capacity, equipment, or drivers previously dedicated to Stonefield, including all outreach efforts, marketing materials, and sales presentations;

(b) all proposals, bids, rate quotes, rate confirmations, and contracts submitted to, negotiated with, or entered into with replacement customers during the period from March 4, 2022 through December 31, 2022;

(c) all internal analyses, business plans, strategic plans, or financial projections regarding the replacement of the Stonefield revenue stream, redeployment of equipment and drivers, or repositioning of VTS's operations following the TSA termination;

(d) all records of freight volumes, lanes served, revenues, and margins obtained from replacement customers during the period from March 4, 2022 through December 31, 2022, in sufficient detail to enable a comparison with the revenues, volumes, and margins VTS earned under the TSA;

(e) any analysis of spot market conditions, contract freight rates, market capacity, freight demand, or freight market opportunities during the period from Q1 2022 through Q4 2022, to the extent prepared by, for, or on behalf of Vantor or VTS and used in connection with mitigation or replacement efforts; and

(f) any analysis, calculation, or supporting documentation for the $1,400,000 in "Mitigation Costs" claimed by Vantor in the Amended Complaint (Dkt. No. 28, ¶ 91), including a complete breakdown of the nature and amount of each cost component.

This Request is directed to Vantor's duty to mitigate damages under New York law, including but not limited to the duty of reasonable commercial efforts to minimize loss. See, e.g., Vireo Trust Bank v. Marlowe Commerce Bank Asset Capital Corp., 424 F.3d 195, 208 (2d Cir. 2005) (non-breaching party bears burden of demonstrating reasonable mitigation efforts). Stonefield contends that Vantor failed to take commercially reasonable steps to mitigate its claimed losses, and these Documents are directly relevant to that defense.

REQUEST NO. 12

All Documents relating to the acquisition, financing, leasing, depreciation, maintenance, insurance, or disposition of tractors, trailers, or other transportation equipment that Vantor contends constitute "Stranded Assets" as alleged in the Amended Complaint (Dkt. No. 28, ¶¶ 92–97), including but not limited to:

(a) all purchase agreements, lease agreements (including both capital leases and operating leases), financing agreements, promissory notes, and loan documents for equipment acquired for, dedicated to, or allocated to the Stonefield account, including any amendments or modifications thereto;

(b) depreciation schedules, amortization schedules, and book-value calculations for each such piece of equipment, as maintained in VTS's or Vantor's accounting records;

(c) all records of any sale, re-lease, trade-in, auction, redeployment, or other disposition of such equipment after March 4, 2022, including the date, counterparty, sale or lease price, and any proceeds received;

(d) any analysis, calculation, spreadsheet, or other Document supporting the $5,200,000 in "Stranded Assets & Costs" claimed by Vantor in the Amended Complaint (Dkt. No. 28, ¶ 93), including a complete itemization by equipment unit (identified by VIN, unit number, or similar identifier), equipment type, original acquisition cost, date of acquisition, net book value as of March 4, 2022, and claimed stranded cost;

(e) any internal analysis regarding the residual value, fair market value, or alternative use of such equipment, including any appraisals, broker opinions of value, or comparable sales analyses; and

(f) any insurance claims, warranty claims, or other third-party recovery efforts relating to the equipment identified as "Stranded Assets."

IV. RESERVATION OF RIGHTS

Stonefield Logistics Group Inc. expressly reserves the right to serve additional requests for production of documents, interrogatories, requests for admission, deposition notices, subpoenas, and other discovery as may be necessary and appropriate in this action, consistent with the Federal Rules of Civil Procedure, the Court's Case Management Order, and any applicable scheduling orders or discovery deadlines.

This Second Request for Production of Documents does not limit, modify, or waive any prior discovery requests served by Stonefield, and Vantor's obligations under Defendant's First Request for Production of Documents (served March 6, 2023) remain in full force and effect. Nothing herein shall be construed as a waiver of any rights, claims, defenses, or arguments available to Stonefield in this action.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Patrick Gallagher (Bar No. PG-4821) Samuel Eklund (Bar No. SE-7193) 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-8200 Facsimile: (212) 554-8201

Email: pgallagher@calderwoodharkness.com

Email: seklund@calderwoodharkness.com

Attorneys for Defendant Stonefield Logistics Group Inc.

Dated: May 5, 2023

CERTIFICATE OF SERVICE

I, Patrick Gallagher, hereby certify that on May 5, 2023, a true and correct copy of the foregoing Defendant Stonefield Logistics Group Inc.'s Second Request for Production of Documents to Plaintiff Vantor Holdings Corp. was served upon the following counsel of record via the Court's CM/ECF electronic filing system, which will generate an automatic Notice of Electronic Filing to all registered participants, and additionally by email:

Harrison Caldwell, Esq. Jason Whitford, Esq. Caldwell Royce & Shapiro LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006 Telephone: (212) 441-6300

Email: hcaldwell@caldwellroyce.com

Email: jwhitford@caldwellroyce.com

Attorneys for Plaintiff Vantor Holdings Corp.

________________________________________

Patrick Gallagher

VANTOR HOLDINGS CORP.,

Plaintiff,

Case No. 22-cv-07841

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 SECOND REQUEST FOR PRODUCTION OF DOCUMENTS TO PLAINTIFF VANTOR HOLDINGS CORP.
Defendant Stonefield Logistics Group Inc. ("Stonefield" or "SLG"), by and through its attorneys of record, Calderwood & Harkness LLP, hereby serves this Second Request for Production of Documents upon Plaintiff Vantor Holdings Corp. ("Vantor") and its wholly owned subsidiary Vantor Transport Services LLC ("VTS"), pursuant to Rules 26 and 34 of the Federal Rules of Civil Procedure and the Case Management Order entered by this Court on February 17, 2023 (Dkt. No. 34). Vantor is requested to produce the Documents described herein within thirty (30) days of service of this Request, or such other time as may be agreed upon by the parties or ordered by the Court, at the offices of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166, or by electronic production in accordance with the parties' agreed-upon ESI Protocol.
Dated: May 5, 2023
Served upon:
Harrison Caldwell, Esq. Jason Whitford, Esq. Caldwell Royce & Shapiro LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006 Counsel for Plaintiff Vantor Holdings Corp.
I. DEFINITIONS
As used in this Second Request for Production of Documents, the following terms shall have the meanings set forth below. These definitions are intended to be read broadly and in a manner consistent with the Federal Rules of Civil Procedure:
1.  "Agreement" or "TSA" shall mean the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) between Stonefield Logistics Group Inc. (acting as "Shipper-Broker") and Vantor Transport Services LLC (acting as "Carrier-Provider"), including all schedules, exhibits, amendments, addenda, side letters, and modifications thereto, whether written or oral.
2.  "Vantor" shall mean Vantor Holdings Corp. and any of its subsidiaries, affiliates, divisions, predecessors, successors, assigns, and agents, including without limitation Vantor Transport Services LLC, and each and all of their respective current and former officers, directors, employees, agents, consultants, accountants, representatives, and attorneys (to the extent not protected by applicable privilege).
3.  "VTS" shall mean Vantor Transport Services LLC, a wholly owned subsidiary of Vantor Holdings Corp.
4.  "Stonefield" or "SLG" shall mean Stonefield Logistics Group Inc.
5.  "Document" or "Documents" shall be construed to the fullest extent permitted under Federal Rule of Civil Procedure 34(a) and shall mean any writing, recording, or electronically stored information ("ESI"), regardless of form or medium, including without limitation all written, printed, typed, handwritten, or electronically created or stored materials, whether originals, drafts, copies, or duplicates. This term includes, but is not limited to: correspondence, letters, memoranda, emails, text messages (including SMS and MMS), instant messages (including messages transmitted via Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Relativity, or any similar platform), voicemails, audio recordings, video recordings, notes, reports, studies, analyses, spreadsheets, databases, presentations, charts, graphs, drawings, photographs, calendars, appointment books, diaries, desk files, logs, records, ledgers, checks, invoices, purchase orders, receipts, contracts, agreements, minutes, agendas, and data compilations from which information can be obtained or translated, if necessary, by the responding party through detection devices into a reasonably usable form.
6.  "Communication" or "Communications" shall mean any exchange of information between two or more Persons, whether oral or written, formal or informal, and regardless of the medium or method of transmission, including without limitation emails, letters, memoranda, text messages, instant messages, telephone calls, video conferences (including via Calderon Software, Northgate Data Systems, Granite Harbor Software, or similar platforms), voicemails, and in-person conversations. A "Communication" includes the transmittal of any Document.
7.  "SLG Dedicated Lanes" shall mean the transportation lanes designated in the TSA, including Schedule C thereto (entitled "Lane Matrix and Rate Schedule"), as lanes on which VTS was to provide dedicated or on-demand truckload transportation services for Stonefield freight, encompassing all origin-destination pairs, regional corridors, and intermodal transfer points specified therein.
8.  "SLG Dedicated Fleet" or "Committed Fleet" shall mean the minimum fleet capacity of four hundred (400) tractors and one thousand two hundred (1,200) trailers that VTS committed to maintain available for Stonefield freight under Section 4.1 of the TSA and Schedule B thereto (entitled "Equipment Commitment and Availability Requirements"), together with associated driver capacity sufficient to operate such equipment.
9.  "Relevant Period" shall mean July 1, 2021 through March 31, 2022, unless a different time period is expressly specified in an individual Request.
10.  "Person" shall mean any natural person, corporation, limited liability company, partnership, limited partnership, association, joint venture, trust, estate, governmental entity, agency, department, or instrumentality, or any other legal or commercial entity of any kind.
11.  "You" or "Your" shall mean Vantor Holdings Corp. and/or Vantor Transport Services LLC, as applicable, including their current and former officers, directors, managers, employees, agents, consultants, representatives, and attorneys (to the extent Communications or Documents involving such attorneys are not protected by applicable attorney-client privilege or work-product protection).
12.  "Relate to," "Relating to," or "Related to" shall mean concerning, referring to, reflecting, constituting, evidencing, describing, discussing, mentioning, analyzing, summarizing, evaluating, commenting upon, or pertaining to, in whole or in part, directly or indirectly.
13.  "Identify" or "Identification" shall mean: (a) with respect to a Document, to state the date of creation, the author(s), the recipient(s), the general subject matter, the type of Document (e.g., email, memorandum, report), and the Bates number(s) if the Document has been previously produced in this action; and (b) with respect to a Person, to state the Person's full name, title or position, employer or organizational affiliation, and last known business address and telephone number.
14.  "Cure Notice" shall mean the written 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, pursuant to Section 13.2 of the TSA, identifying specific material breaches and providing VTS with a thirty (30) day cure period.
15.  "Termination Letter" shall mean the formal termination letter dated March 4, 2022, sent by Tobias Wren, General Counsel of Stonefield, to Vantor Holdings Corp. and Vantor Transport Services LLC, terminating the TSA effective immediately for material breach pursuant to Section 13.3 of the TSA.
16.  "SLO" or "SLOs" shall mean the Service Level Obligations set forth in Section 5.0 and Schedule D of the TSA, including but not limited to minimum on-time pickup rates, on-time delivery rates, tender acceptance rates, equipment availability requirements, and cargo claims ratio thresholds.
II. INSTRUCTIONS
The following instructions apply to each Request for Production set forth herein:
1.  Time for Response. Vantor shall respond to these Requests within thirty (30) days of service, or such other time as may be agreed by the parties in writing or ordered by the Court, in accordance with Federal Rule of Civil Procedure 34(b)(2). Responses must state, with respect to each individual Request, whether Documents will be produced, whether the Request is objected to (and the specific basis for each objection), or whether no responsive Documents exist.
2.  Scope of Production. These Requests are directed to Vantor Holdings Corp. and Vantor Transport Services LLC, jointly and severally. To the extent any responsive Documents are in the possession, custody, or control of VTS or any other subsidiary, affiliate, division, or agent of Vantor—including, without limitation, any third-party technology vendor, fleet management service provider, document storage provider, or cloud computing platform acting on behalf of or at the direction of Vantor or VTS—such Documents are deemed within Vantor's possession, custody, or control and must be produced. Vantor shall conduct a reasonable and diligent search of all sources reasonably likely to contain responsive Documents, including the files, records, and electronically stored information of all custodians identified in the parties' Rule 26(f) conference and the Court's Case Management Order.
3.  Production Format. Documents shall be produced in the format specified in the Case Management Order dated February 17, 2023 (Dkt. No. 34), and in accordance with the ESI Protocol agreed upon by the parties and filed with the Court on March 1, 2023 (Dkt. No. 39). In particular:
(a) All Documents other than structured data shall be produced as single-page TIFFs with searchable text (OCR or extracted text), accompanied by load files containing standard metadata fields (including, at minimum, custodian, date sent/created, date received/last modified, author, from, to, cc, bcc, subject, and file path).
(b) Native-format production is required for spreadsheets (including Microsoft Excel, Stonefield Services Inc., and CSV files), databases, and other structured data files that would lose material content or functionality if converted to TIFF format.
(c) All Documents shall be Bates-numbered sequentially, and each production shall be accompanied by an index identifying the Bates range, custodian, and general description of the Documents produced.
4.  Privilege Log. If any Document responsive to these Requests is withheld in whole or in part on the basis of any privilege, immunity, or other protection from disclosure—including but not limited to attorney-client privilege, work-product protection, or any other applicable privilege—Vantor shall provide a privilege log entry for each such Document in compliance with Federal Rule of Civil Procedure 26(b)(5)(A) and the Court's Case Management Order. Each privilege log entry shall specify, at a minimum:
(a) the nature of the privilege or protection asserted;
(b) the date of the Document;
(c) the author(s) and all recipient(s) (including persons copied);
(d) the general subject matter of the Document, described with sufficient particularity to enable Stonefield to assess the applicability of the privilege or protection;
(e) the type of Document (e.g., email, memorandum, letter); and
(f) any other information sufficient to enable Stonefield to evaluate the claim of privilege or protection without revealing the privileged or protected information itself.
5.  Continuing Obligation. These Requests are continuing in nature pursuant to Federal Rule of Civil Procedure 26(e). If, after serving its initial response, Vantor discovers or obtains additional responsive Documents, or if Vantor's prior responses are or become materially incomplete or inaccurate, Vantor shall promptly supplement its production and amend its responses as necessary.
6.  Relationship to Prior Requests. These Requests supplement and are in addition to Defendant Stonefield's First Request for Production of Documents, which was served on March 6, 2023 (the "First Request"). Vantor is not excused from responding to any Request herein on the ground that responsive Documents may overlap with Documents requested in the First Request, unless such Documents have already been produced and are identified by Bates number in Vantor's response to the applicable Request. To the extent Vantor contends that specific Documents have been previously produced that are responsive to a Request herein, Vantor shall identify such Documents by Bates number in its response.
7.  Organization of Production. Documents shall be produced as they are kept in the usual course of business, or organized and labeled to correspond to each Request to which they are responsive, in accordance with Federal Rule of Civil Procedure 34(b)(2)(E).
8.  Construction. Each Request shall be construed broadly and liberally so as to encompass the maximum amount of information and Documents permissible under the Federal Rules of Civil Procedure. The singular shall include the plural and vice versa. The terms "and" and "or" shall be construed conjunctively and disjunctively as necessary to make each Request inclusive rather than exclusive. The use of the present tense includes the past tense and vice versa.
III. REQUESTS FOR PRODUCTION
REQUEST NO. 1
All Documents relating to any decision, plan, analysis, proposal, evaluation, consideration, or recommendation by VTS, Vantor, or any of their officers, directors, managers, or employees to reassign, redeploy, remove, redirect, divert, or otherwise reduce tractor or trailer units from the SLG Dedicated Fleet or SLG Dedicated Lanes during the period from July 1, 2021 through March 31, 2022, including but not limited to: internal memoranda; emails and other electronic Communications; fleet management reports; dispatch logs and dispatch system records; equipment allocation schedules and capacity planning documents; board of directors or management committee meeting minutes, presentations, or materials; operations review documents; and any analysis or modeling of the financial, operational, or contractual consequences of any such reassignment, redeployment, removal, or reduction.
This Request specifically encompasses, but is not limited to, all Documents relating to the approximately eighty-five (85) tractors that were removed from SLG Dedicated Lanes in or about October 2021, as referenced in the email from Sandra Milescu (COO, Vantor/VTS) to Nikolai Vantorovich (CEO, Vantor Holdings Corp.) dated November 12, 2021 (previously produced and bearing Bates No. VHC-008417). Without limiting the generality of the foregoing, Stonefield seeks all Documents that reflect, discuss, or analyze: the rationale for such removal; the identity of the individuals who authorized or approved such removal; the alternative accounts or customers to which such tractors were redirected; and the anticipated or actual impact of such removal on VTS's ability to meet its Committed Fleet and SLO obligations under the TSA.
REQUEST NO. 2
All Communications between Sandra Milescu and Nikolai Vantorovich, from July 1, 2021 through March 31, 2022, relating to or mentioning any of the following subjects:
(a) Stonefield Logistics Group Inc. or "SLG," by name or by reference;
(b) the TSA, or any obligation, provision, requirement, or term thereof;
(c) VTS's fleet capacity, fleet allocation, equipment availability, or equipment commitment for Stonefield freight, including any changes or proposed changes thereto;
(d) VTS's performance under the TSA, including any Service Level Obligations ("SLOs"), key performance indicators, or contractual benchmarks;
(e) the decision, plan, or consideration to reassign, redeploy, redirect, or divert tractors or trailers previously dedicated to the Stonefield account to any other account, customer, shipper, or broker; or
(f) any actual or potential breach of the TSA by VTS, any cure or remediation effort, or any anticipated termination or dispute with Stonefield.
This Request encompasses Communications in any medium, including email, text message (SMS/MMS), instant message (including communications via Meridian Solutions, Northgate Data Systems, Meridian Services Inc., Relativity, or any similar platform), voicemail, video conference, telephone call, and in-person conversation (to the extent memorialized in notes, memoranda, or other Documents).
REQUEST NO. 3
All Communications between Sandra Milescu and any other officer, director, manager, or employee of Vantor or VTS (other than Nikolai Vantorovich, who is the subject of Request No. 2), from July 1, 2021 through March 31, 2022, relating to any of the following subjects:
(a) the reassignment, redeployment, removal, redirection, or diversion of tractors or trailers from the SLG Dedicated Fleet or SLG Dedicated Lanes to any other account, customer, shipper, or broker;
(b) fleet capacity planning, fleet allocation decisions, or equipment scheduling decisions affecting Stonefield freight or the SLG Dedicated Lanes, including any reduction or proposed reduction in the number of tractors or trailers available for Stonefield; or
(c) VTS's ability or inability to meet the minimum Committed Fleet requirements under the TSA, specifically the commitment to maintain four hundred (400) tractors and one thousand two hundred (1,200) trailers available for Stonefield freight, as set forth in Section 4.1 and Schedule B of the TSA.
This Request includes, without limitation, Communications with the following individuals (to the extent responsive): VTS's Vice President of Operations, Director of Fleet Management, Regional Operations Managers, Director of Dispatch, and any individual with responsibility for equipment allocation or fleet deployment decisions during the Relevant Period.
REQUEST NO. 4
All Documents constituting, reflecting, or relating to any contract, agreement, letter of intent, term sheet, rate confirmation, load confirmation, broker-carrier agreement, or other arrangement—whether formal or informal, written or oral—between VTS (or Vantor or any affiliate, subsidiary, or agent thereof) and Northwind Distribution Co. or any other shipper, broker, freight forwarder, or third party to whom VTS redirected, reassigned, diverted, or otherwise made available tractors, trailers, drivers, or transportation capacity that had previously been part of, allocated to, or committed for the SLG Dedicated Fleet, during the period from July 1, 2021 through March 31, 2022.
This Request includes, without limitation, all Documents relating to:
(a) the terms, rates, pricing structures, volume commitments, and duration of any such arrangements;
(b) the specific tractors, trailers, or equipment units reassigned or made available to such third parties;
(c) the revenues, freight volumes, and lane-specific performance under any such arrangements;
(d) any comparison, analysis, or evaluation of the profitability or financial benefit of such arrangements relative to the Stonefield account or the TSA; and
(e) any Communications with Northwind Distribution Co. or any other such third party regarding VTS's available capacity, including any representations concerning equipment availability, start dates, or fleet size.
REQUEST NO. 5
All fleet management, dispatch, and equipment tracking records—including but not limited to Transportation Management System ("TMS") data exports, GPS and telematics records, electronic logging device ("ELD") data, equipment assignment logs, tractor and trailer utilization reports, driver-equipment pairing reports, equipment status reports (in-service, out-of-service, in-maintenance, deadheaded), and yard management system records—reflecting the assignment, location, utilization, operational status, or deployment of each tractor and trailer in VTS's fleet during the period from July 1, 2021 through March 31, 2022.
The data produced in response to this Request should be sufficient to identify, for each unit in VTS's fleet during the Relevant Period:
(a) which specific tractor and trailer units were assigned to SLG Dedicated Lanes and at what times;
(b) which specific tractor and trailer units were removed from SLG Dedicated Lanes and reassigned to other accounts, customers, or uses, and the date(s) of any such reassignment;
(c) the shipper, customer, account, or freight lane to which each reassigned unit was redirected following its removal from SLG Dedicated Lanes; and
(d) the utilization rate and loaded-mile percentage for each unit during the Relevant Period, broken down by account or customer assignment.
To the extent responsive data resides in TMS platforms, fleet management software, telematics systems (such as Drayton Data Systems, Ridgeline Solutions, Penmark Software, or similar systems), or other electronic databases maintained by or on behalf of VTS, Stonefield requests production in native format (e.g., CSV, XLSX, or database export) in accordance with the parties' ESI Protocol.
REQUEST NO. 6
All Documents relating to VTS's performance against the Service Level Obligations set forth in the TSA for Stonefield freight during the third quarter of 2021 (July 1, 2021 through September 30, 2021) and the fourth quarter of 2021 (October 1, 2021 through December 31, 2021), including but not limited to: internal performance dashboards; key performance indicator ("KPI") reports and scorecards; management presentations and operations review materials; exception reports; service failure logs; and any reports, analyses, or data generated from VTS's Carrier Performance Portal, operations management system, TMS, or any equivalent system or platform.
This Request specifically seeks VTS's own internal records, analyses, and calculations of the following SLO metrics, as distinguished from any data maintained by, generated by, or obtained from Stonefield:
(a) On-time pickup rate — VTS's percentage of loads picked up within the contracted pickup window, measured against the 95% SLO threshold. Stonefield's records reflect an on-time pickup rate of 78.2% for Q4 2021, a significant decline from prior quarters.
(b) On-time delivery rate — VTS's percentage of loads delivered within the contracted delivery window, measured against the 93% SLO threshold. Stonefield's records reflect an on-time delivery rate of 81.6% for Q4 2021.
(c) Tender acceptance rate — VTS's percentage of freight tenders accepted by VTS when tendered by Stonefield through the applicable TMS or load board, measured against the 90% SLO threshold. Stonefield's records reflect a tender acceptance rate of 71.4% for Q4 2021.
(d) Equipment availability compliance — The number and percentage of tractors and trailers actually available for Stonefield freight as compared to the Committed Fleet of 400 tractors and 1,200 trailers, measured against the 85% minimum availability SLO. Stonefield's records indicate that VTS had approximately 248 tractors (62% of the 400 committed) available for Stonefield freight in Q4 2021.
(e) Cargo claims ratio — The ratio of cargo claims (by dollar value and/or number of claims) to total shipments or total freight revenue, measured against the ≤0.5% SLO threshold. Stonefield's records reflect a cargo claims ratio of 1.07% for Q4 2021, representing sixteen (16) claims totaling $387,400 in November and December 2021 alone.
REQUEST NO. 7
All Documents relating to any internal assessment, analysis, review, evaluation, discussion, or investigation by VTS, Vantor, or any of their officers, directors, managers, or employees regarding VTS's failure or inability to meet one or more SLOs under the TSA, and/or the causes, contributing factors, or root causes of such failure, during the period from July 1, 2021 through March 4, 2022 (the date of Stonefield's termination of the TSA).
This Request includes, without limitation:
(a) any root-cause analysis, after-action review, or post-mortem assessment of SLO failures;
(b) any analysis of the impact of fleet reassignment, redeployment, or capacity reduction decisions on VTS's SLO performance for Stonefield freight;
(c) any analysis of the relative contribution of driver shortages, equipment shortages, equipment maintenance issues, weather events, or other factors to SLO underperformance;
(d) any Communications or presentations to Vantor's or VTS's board of directors, senior management, or operations management regarding SLO failures and remediation plans;
(e) any written warnings, performance improvement plans, or disciplinary actions taken against VTS managers or employees in connection with SLO underperformance on the Stonefield account; and
(f) any financial analysis of the cost, revenue impact, or contractual risk associated with SLO failures, including any assessment of exposure to liquidated damages, service credits, or termination under the TSA.
REQUEST NO. 8
All Documents constituting, reflecting, or relating to VTS's response or attempted cure of the alleged material breaches identified in Stonefield's Cure Notice dated January 18, 2022, during the thirty (30) day cure period specified in Section 13.2 of the TSA (i.e., January 18, 2022 through February 17, 2022), and for an additional fifteen (15) days thereafter through March 4, 2022 (the date of the Termination Letter).
This Request includes, without limitation:
(a) all internal Communications regarding the Cure Notice, VTS's response strategy, and the formulation and implementation of any cure plan or remediation measures;
(b) all fleet allocation, redeployment, or reallocation actions taken in response to the Cure Notice, including any decision to return tractors, trailers, or drivers to the SLG Dedicated Fleet or SLG Dedicated Lanes;
(c) all actions taken or considered to increase tractor or trailer availability on SLG Dedicated Lanes, including any surge deployment, emergency capacity additions, or short-term equipment leasing;
(d) all Communications with drivers, owner-operators, subcontractors, or third-party carriers regarding surge capacity, temporary assignments, or emergency coverage for Stonefield freight;
(e) all performance data, reports, dashboards, or analyses generated during the cure period (January 18, 2022 through February 17, 2022) showing VTS's SLO metrics for Stonefield freight, including daily, weekly, or periodic tracking of on-time pickup rates, on-time delivery rates, tender acceptance rates, equipment availability, and cargo claims;
(f) all Communications between VTS or Vantor and Stonefield during the cure period, including any written cure plan, status updates, or representations regarding VTS's remediation efforts; and
(g) any internal assessment of whether VTS had achieved or was capable of achieving a cure of the identified breaches within the cure period.
REQUEST NO. 9
All Documents relating to VTS's driver employment, retention, recruitment, and staffing decisions from July 1, 2021 through June 30, 2022, to the extent such decisions related to, affected, or had an impact on the SLG Dedicated Fleet, SLG Dedicated Lanes, or VTS's ability to perform its obligations under the TSA.
This Request includes, without limitation:
(a) records of driver reassignments from Stonefield-dedicated routes, lanes, or accounts to other accounts, customers, or routes, including the date, reason, and authorization for each such reassignment;
(b) records of driver terminations, layoffs, furloughs, or voluntary separations (including resignations and retirements) during the Relevant Period, to the extent such separations affected staffing levels for the SLG Dedicated Fleet;
(c) internal analyses, reports, or Communications regarding driver shortage impacts on Stonefield contract performance, including any assessment of the relationship between driver attrition or reassignment and SLO underperformance;
(d) hiring, recruitment, and onboarding records for drivers intended for or assigned to Stonefield-dedicated capacity, including job postings, applicant tracking data, offer letters, and training records; and
(e) any driver compensation, bonus, incentive, or retention program documents to the extent such programs were designed to attract or retain drivers for the Stonefield account or were modified in ways that affected driver availability for the SLG Dedicated Fleet.
REQUEST NO. 10
All Documents relating to any termination, layoff, reduction in force, furlough, or severance payment affecting VTS or Vantor employees (including but not limited to truck drivers, dispatcher personnel, operations staff, maintenance personnel, and administrative or support staff) during the period from March 4, 2022 through December 31, 2022, that Vantor contends were caused by, resulted from, or were in any way attributable to Stonefield's termination of the TSA.
This Request includes, without limitation:
(a) all individual termination notices, separation letters, or notices of layoff;
(b) all severance agreements, separation agreements, and release agreements, together with records of amounts paid thereunder;
(c) any notices provided pursuant to the Worker Adjustment and Retraining Notification Act ("WARN Act"), 29 U.S.C. § 2101 et seq., or any analogous state or local law, including the New York State WARN Act, N.Y. Lab. Law § 860-a et seq., whether or not such notices were ultimately sent;
(d) all internal memoranda, analyses, or Communications regarding workforce reduction decisions, including any analysis of which positions or employees were affected, the criteria used for selection, and the timing and phasing of any reductions;
(e) payroll records, benefits records, and accounting entries reflecting severance payments, separation payments, continuation of benefits, or other separation-related costs;
(f) any analysis, calculation, spreadsheet, or other Document supporting the $2,870,000 in "Workforce Reduction Costs" claimed by Vantor in the Amended Complaint (Dkt. No. 28, ¶ 87), including but not limited to a complete breakdown by employee name, position, date of separation, reason for separation, severance amount, and benefits continuation cost; and
(g) a list identifying each of the approximately one hundred eighty (180) employees whose severance or separation costs are included in the $2,870,000 figure, together with each such employee's name, position, date of hire, date of separation, separation reason code, and total severance or separation payment.
REQUEST NO. 11
All Documents relating to any effort, action, or step taken by Vantor or VTS to mitigate damages following Stonefield's termination of the TSA on March 4, 2022, including but not limited to:
(a) all Communications with prospective replacement shippers, brokers, freight forwarders, or customers regarding the availability of VTS capacity, equipment, or drivers previously dedicated to Stonefield, including all outreach efforts, marketing materials, and sales presentations;
(b) all proposals, bids, rate quotes, rate confirmations, and contracts submitted to, negotiated with, or entered into with replacement customers during the period from March 4, 2022 through December 31, 2022;
(c) all internal analyses, business plans, strategic plans, or financial projections regarding the replacement of the Stonefield revenue stream, redeployment of equipment and drivers, or repositioning of VTS's operations following the TSA termination;
(d) all records of freight volumes, lanes served, revenues, and margins obtained from replacement customers during the period from March 4, 2022 through December 31, 2022, in sufficient detail to enable a comparison with the revenues, volumes, and margins VTS earned under the TSA;
(e) any analysis of spot market conditions, contract freight rates, market capacity, freight demand, or freight market opportunities during the period from Q1 2022 through Q4 2022, to the extent prepared by, for, or on behalf of Vantor or VTS and used in connection with mitigation or replacement efforts; and
(f) any analysis, calculation, or supporting documentation for the $1,400,000 in "Mitigation Costs" claimed by Vantor in the Amended Complaint (Dkt. No. 28, ¶ 91), including a complete breakdown of the nature and amount of each cost component.
This Request is directed to Vantor's duty to mitigate damages under New York law, including but not limited to the duty of reasonable commercial efforts to minimize loss. See, e.g., Vireo Trust Bank v. Marlowe Commerce Bank Asset Capital Corp., 424 F.3d 195, 208 (2d Cir. 2005) (non-breaching party bears burden of demonstrating reasonable mitigation efforts). Stonefield contends that Vantor failed to take commercially reasonable steps to mitigate its claimed losses, and these Documents are directly relevant to that defense.
REQUEST NO. 12
All Documents relating to the acquisition, financing, leasing, depreciation, maintenance, insurance, or disposition of tractors, trailers, or other transportation equipment that Vantor contends constitute "Stranded Assets" as alleged in the Amended Complaint (Dkt. No. 28, ¶¶ 92–97), including but not limited to:
(a) all purchase agreements, lease agreements (including both capital leases and operating leases), financing agreements, promissory notes, and loan documents for equipment acquired for, dedicated to, or allocated to the Stonefield account, including any amendments or modifications thereto;
(b) depreciation schedules, amortization schedules, and book-value calculations for each such piece of equipment, as maintained in VTS's or Vantor's accounting records;
(c) all records of any sale, re-lease, trade-in, auction, redeployment, or other disposition of such equipment after March 4, 2022, including the date, counterparty, sale or lease price, and any proceeds received;
(d) any analysis, calculation, spreadsheet, or other Document supporting the $5,200,000 in "Stranded Assets & Costs" claimed by Vantor in the Amended Complaint (Dkt. No. 28, ¶ 93), including a complete itemization by equipment unit (identified by VIN, unit number, or similar identifier), equipment type, original acquisition cost, date of acquisition, net book value as of March 4, 2022, and claimed stranded cost;
(e) any internal analysis regarding the residual value, fair market value, or alternative use of such equipment, including any appraisals, broker opinions of value, or comparable sales analyses; and
(f) any insurance claims, warranty claims, or other third-party recovery efforts relating to the equipment identified as "Stranded Assets."
IV. RESERVATION OF RIGHTS
Stonefield Logistics Group Inc. expressly reserves the right to serve additional requests for production of documents, interrogatories, requests for admission, deposition notices, subpoenas, and other discovery as may be necessary and appropriate in this action, consistent with the Federal Rules of Civil Procedure, the Court's Case Management Order, and any applicable scheduling orders or discovery deadlines.
This Second Request for Production of Documents does not limit, modify, or waive any prior discovery requests served by Stonefield, and Vantor's obligations under Defendant's First Request for Production of Documents (served March 6, 2023) remain in full force and effect. Nothing herein shall be construed as a waiver of any rights, claims, defenses, or arguments available to Stonefield in this action.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Patrick Gallagher (Bar No. PG-4821) Samuel Eklund (Bar No. SE-7193) 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-8200 Facsimile: (212) 554-8201
Email: pgallagher@calderwoodharkness.com
Email: seklund@calderwoodharkness.com
Attorneys for Defendant Stonefield Logistics Group Inc.
Dated: May 5, 2023
CERTIFICATE OF SERVICE
I, Patrick Gallagher, hereby certify that on May 5, 2023, a true and correct copy of the foregoing Defendant Stonefield Logistics Group Inc.'s Second Request for Production of Documents to Plaintiff Vantor Holdings Corp. was served upon the following counsel of record via the Court's CM/ECF electronic filing system, which will generate an automatic Notice of Electronic Filing to all registered participants, and additionally by email:
Harrison Caldwell, Esq. Jason Whitford, Esq. Caldwell Royce & Shapiro LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006 Telephone: (212) 441-6300
Email: hcaldwell@caldwellroyce.com
Email: jwhitford@caldwellroyce.com
Attorneys for Plaintiff Vantor Holdings Corp.
________________________________________
Patrick Gallagher
VANTOR HOLDINGS CORP.,
<!-- indent:2 -->Plaintiff,<!-- /indent -->
Case No. 22-cv-07841
v.
Hon. Margaret T. Calloway, U.S.D.J.
STONEFIELD LOGISTICS GROUP INC.,
<!-- indent:2 -->Defendant.<!-- /indent -->

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

I. DEFINITIONS

II. INSTRUCTIONS

III. REQUESTS FOR PRODUCTION

REQUEST NO. 1

REQUEST NO. 2

REQUEST NO. 3

REQUEST NO. 4

REQUEST NO. 5

REQUEST NO. 6

REQUEST NO. 7

REQUEST NO. 8

REQUEST NO. 9

REQUEST NO. 10

REQUEST NO. 11

REQUEST NO. 12

IV. RESERVATION OF RIGHTS

CALDERWOOD & HARKNESS LLP

CERTIFICATE OF SERVICE

VANTOR HOLDINGS CORP.,

STONEFIELD LOGISTICS GROUP INC.,

Record

Parties

Dates

Amounts