CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166
INTERNAL MEMORANDUM
March 15, 2023
ATTORNEY WORK PRODUCT — PREPARED IN ANTICIPATION OF LITIGATION — CONFIDENTIAL
Matter No.: 1012-00005
From: David Moretti, Litigation Support / eDiscovery Manager Patrick Gallagher, Lead Associate, Litigation (General)
To: Document Review Team: Kara Nystrom (Contract Associate) Helen Tsao (Senior Paralegal) Simone Laroche (Working Associate)
CC: Samuel Eklund (Responsible Partner) Linda Osei (Billing Partner)
Re: Document Review Protocol — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
PRIVILEGE DESIGNATION: This memorandum constitutes Attorney Work Product prepared in anticipation of litigation and is protected by the attorney-client privilege and work product doctrine. It is intended solely for the use of the Calderwood & Harkness LLP professionals identified above and must not be disclosed, distributed, or discussed with any person outside the review team without the prior written authorization of Patrick Gallagher or Samuel Eklund. Unauthorized disclosure may result in waiver of applicable privileges.
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I. PURPOSE AND SCOPE
This memorandum establishes the comprehensive protocol governing all phases of document review for the document production of Stonefield Logistics Group Inc. ("Stonefield" or "SLG") in defense of Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.), pending before the Honorable Margaret T. Calloway, United States District Judge.
The protocol set forth herein governs every stage of the review workflow, including first-pass review, second-pass review, privilege review, quality control, and the Technology-Assisted Review ("TAR 2.0") methodology that will be employed to prioritize and validate the review process. Strict adherence to this protocol is essential to ensure the defensibility of Stonefield's document production, the integrity of privilege designations, and the efficiency of the review process. All members of the review team are expected to read this memorandum in its entirety, comply with its requirements, and raise any questions or concerns promptly through the escalation channels described herein.
The Case Management Order ("CMO") entered by Judge Calloway on February 17, 2023, establishes the following key discovery and case deadlines that frame the review timeline:
•  Fact discovery Deadline: September 29, 2023
•  Expert discovery Deadline: January 12, 2024
•  Dispositive Motion Deadline: March 1, 2024
With respect to the current posture of written discovery, Stonefield's First Request for Production of Documents was served on Vantor on March 6, 2023. Vantor's First Request for Production of Documents (comprising thirty-eight individual requests) and Vantor's First Set of Interrogatories were served on Stonefield on March 20, 2023. Stonefield's responses and initial production are due as set forth in the timeline section of this memorandum.
The review will be conducted on a hosted review platform operated by Pinnacle Forensics LLC ("Pinnacle Forensics"), under Project ID: PF-SLG-2022-0914. Pinnacle Forensics is located at 12000 Findley Road, Suite 200, Johns Creek, Georgia 30097. The Client Engagement Director assigned to this project is Nathan Billings, who serves as the primary point of contact for all technical, processing, and platform-related matters.
The document collection that is the subject of this review encompasses both electronically stored information ("ESI") and hard-copy documents collected from Stonefield custodians who are subject to the litigation hold memorandum issued on September 2, 2022. The collection, preservation, and processing of these documents were conducted in accordance with Stonefield's litigation hold obligations and under the supervision of this firm and Pinnacle Forensics. The universe of custodians, the scope of the collection, and the processing parameters are described in further detail in Sections II and III below.
II. CASE BACKGROUND FOR REVIEWERS
This section provides the substantive background necessary for reviewers to make informed and accurate coding decisions. All review team members should familiarize themselves thoroughly with this information before commencing any review activity. A solid understanding of the parties, the underlying claims, the key factual issues, and the identities of key individuals is essential to accurate document review.
A. Parties and Claims
1. Plaintiff.  Vantor Holdings Corp. ("Vantor") is a New York corporation headquartered at 580 Eighth Avenue, 14th Floor, New York, New York 10018. Vantor is a diversified transportation and logistics holding company. Its wholly owned subsidiary, Vantor Transport Services LLC ("VTS"), is a New York limited liability company that operates as the asset-based carrier arm of the Vantor enterprise. VTS is the signatory counterparty to the Transportation Services Agreement at the center of this litigation. In the operative Amended Complaint, Vantor and VTS are both named as plaintiffs, and they assert claims both in Vantor's capacity as parent entity and in VTS's capacity as the TSA counterparty. For purposes of this review, references to "Vantor" should be understood to encompass both Vantor Holdings Corp. and VTS unless the context requires distinction.
2. Defendant / Our Client
Stonefield Logistics Group Inc. ("Stonefield" or "SLG") is a Delaware corporation headquartered at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102. Stonefield is a mid-market freight brokerage and managed transportation company. Stonefield's private equity sponsor is Ridgeline Capital Partners, LP, which holds approximately 72% of Stonefield's equity through Ridgeline Fund III, LP. Ridgeline Capital Partners acquired Stonefield in October 2017, and the Ridgeline investment is relevant to several issues in this litigation, including communications between Stonefield management and Ridgeline regarding the Vantor relationship and the termination decision.
3. Claims Asserted
Vantor filed its initial Complaint on October 14, 2022, and filed an Amended Complaint on December 2, 2022. The Amended Complaint alleges that Stonefield wrongfully terminated a five-year Transportation Services Agreement dated March 15, 2019, bearing Contract Reference No. SLG-VTS-2019-0315 (the "TSA"). Vantor asserts claims for breach of contract, breach of the implied covenant of good faith and fair dealing, and seeks declaratory judgment. Vantor claims approximately $95.4 million in damages, calculated primarily under the liquidated damages provision of TSA Section 14.2.
Stonefield filed its Answer, Affirmative Defenses, and Counterclaim on January 13, 2023. Stonefield asserts fourteen affirmative defenses, including material breach by VTS, failure to cure, waiver, estoppel, failure to mitigate, force majeure, and unclean hands, among others. Stonefield also asserts a counterclaim seeking a declaratory judgment that the termination of the TSA was valid and constituted termination for "Cause" as defined in TSA Section 13.1(a).
B. Key Issues for Review Context
Reviewers must understand the following key issues in order to make accurate responsiveness, privilege, and significance determinations. Each of these issues is likely to be the subject of discovery requests, deposition testimony, and potentially dispositive motions. Documents that bear on these issues are likely responsive and should be carefully coded.
1. VTS's Material Breach of Service Level Obligations
A central issue in this case is whether VTS materially breached the TSA by failing to meet its Service Level Obligations ("SLOs") during the fourth quarter of calendar year 2021 ("Q4 2021"). The TSA establishes specific performance benchmarks that VTS was contractually obligated to meet. Stonefield's position is that VTS's Q4 2021 performance fell catastrophically below these benchmarks:
•  On-Time Pickup Rate: VTS achieved 78.2% against a 95% SLO threshold — a shortfall of 16.8 percentage points.
•  On-Time Delivery Rate: VTS achieved 81.6% against a 93% SLO threshold — a shortfall of 11.4 percentage points.
•  Tender Acceptance Rate: VTS achieved 71.4% against a 90% SLO threshold — a shortfall of 18.6 percentage points.
•  Equipment Availability: VTS made available approximately 248 tractors against a commitment of 400, yielding a 62% availability rate against an 85% SLO threshold.
•  Cargo Claims Ratio: VTS's cargo claims ratio reached 1.07%, more than double the ≤0.5% SLO threshold. This included sixteen individual claims totaling $387,400 during November and December 2021 alone.
Documents reflecting these metrics, VTS's performance data, SLG's internal tracking and analysis of VTS performance, and any communications discussing VTS's service failures are directly relevant and should be coded accordingly.
2. The Cure Notice and "Reasonable Particularity" Requirement
Stonefield issued a formal Cure Notice to VTS on January 18, 2022, through Raymond Hess, Director of Contract Compliance. The Cure Notice identified the Q4 2021 SLO failures and invoked TSA Section 13.2, which requires that a cure notice be issued with "reasonable particularity" describing the alleged breach. A key issue is whether the January 18, 2022 Cure Notice satisfied this "reasonable particularity" standard. Vantor is expected to argue that the Cure Notice was deficient in specificity. Any documents relating to the drafting of the Cure Notice, internal deliberations regarding its content, and any legal advice sought from Ashford Meridian LLP regarding the sufficiency of the notice are relevant and should be flagged.
3. The Cure Period and Vantor's Response
Under TSA Section 13.2, VTS was afforded a thirty-day cure period following receipt of the Cure Notice, expiring on February 17, 2022. A critical factual issue is whether VTS cured the identified breaches within this period. On February 14, 2022, Derek Pruitt (VP, Business Development, Vantor) sent a written response on behalf of VTS acknowledging "operational challenges" but not conceding material breach. Stonefield contends that VTS failed to cure. Documents reflecting cure-period communications, VTS performance data during the cure period, and any internal SLG assessments of whether cure was achieved are directly relevant.
4. Validity of the Termination
Stonefield issued a formal termination letter on March 4, 2022, authored by Tobias Wren, General Counsel. The termination letter asserted termination for Cause under TSA Section 13.1(a) based on VTS's failure to cure the identified SLO breaches. A fundamental issue is whether this termination was valid. Documents reflecting the internal decision-making process leading to termination, legal analysis regarding the basis for termination, and any communications discussing whether the termination was on solid legal ground are of the highest relevance.
5. Annual Committed Volume (ACV) Shortfalls
Vantor alleges that Stonefield itself breached the TSA by failing to meet its Annual Committed Volume ("ACV") obligations. Vantor claims shortfalls of $11.4 million in Contract Year 2 ("CY2") and $6.7 million in partial Contract Year 3 ("CY3"). Stonefield's defense is that the COVID-19 pandemic constituted a force majeure event under the TSA during the period of April through September 2020, which adjusted the CY2 ACV obligation downward to $21.6 million. Stonefield contends that its actual tenders in CY2 totaled $31.8 million, exceeding the adjusted ACV by a substantial margin. Additionally, Stonefield contends that CY3 tenders totaled $36.5 million. Documents reflecting ACV calculations, volume tender data, force majeure analysis, and any internal discussion of whether Stonefield met its volume commitments are relevant.
6. Carrier Diversification and Exclusivity
Vantor alleges that Stonefield breached the exclusivity provisions of TSA Schedule C by diverting freight to Cascade Freight Systems Inc. (Columbus, Ohio) and Briarwood Trucking Co. (Arlington, Virginia). Stonefield's defense is that the diversions occurred on Lanes 8 through 14, which are classified as "Secondary Lanes" under Schedule C and are not subject to the exclusivity obligation applicable to the fourteen designated Primary Lanes (primary origin-destination pairs). Documents relating to lane assignments, use of alternative carriers, the distinction between Primary and Secondary Lanes, and any communications discussing exclusivity obligations are relevant. Particular attention should be paid to Janet Kirkwood's September 22, 2021 email to Carlos Medina, which addresses volume diversion and contains language that may be interpreted adversely.
7. Pretextual Termination / Rate Adjustment Motive
Vantor is expected to argue that the termination was pretextual — that the real motivation was Stonefield's desire to avoid a projected 14.3% rate increase scheduled to take effect on April 1, 2022, under TSA Section 5.3. The rate increase would have raised the per-mile rate from $2.87 to $3.28, resulting in a projected annual cost increase of approximately $6.2 million. This is a significant litigation risk for Stonefield. Any internal documents reflecting discussion of the rate adjustment in connection with or proximity to the termination decision, any cost-benefit analysis of the rate increase, or any statements suggesting that financial considerations motivated or contributed to the termination decision should be coded HOT and escalated immediately.
8. Liquidated Damages Clause Enforceability
TSA Section 14.2 contains a liquidated damages clause providing for damages calculated as 75% of the ACV multiplied by the number of remaining years on the TSA. Vantor's claimed damages of approximately $95.4 million derive substantially from this formula. Stonefield will challenge the enforceability of this clause as an unreasonable penalty. Documents reflecting the negotiation of Section 14.2, the parties' intent, any internal analysis of the liquidated damages exposure, and any documents relevant to the reasonableness (or unreasonableness) of the formula are relevant.
9. Vantor's Duty to Mitigate
Stonefield contends that Vantor failed to mitigate its damages following the TSA termination. Documents reflecting Vantor's post-termination efforts (or lack thereof) to secure alternative freight relationships, any communications between Vantor and SLG after termination, and any SLG internal analysis of Vantor's mitigation obligations are relevant.
10. VTS's Internal Decision to Reassign Tractors
A potentially significant piece of evidence is an internal VTS email from Sandra Milescu (COO, Vantor/VTS) to Nikolai Vantorovich dated November 12, 2021, in which Milescu discussed the decision to reassign 85 tractors from SLG-dedicated lanes to other Vantor accounts. This reassignment directly contributed to VTS's equipment availability failures and supports Stonefield's position that VTS's service failures were deliberate rather than inadvertent. Any documents referencing this reassignment, VTS's fleet allocation decisions, or communication between VTS and SLG regarding equipment availability are relevant and should be flagged.
C. Key Custodians
Documents have been collected from the following Stonefield Logistics Group personnel, each of whom was identified as a custodian in the litigation hold memorandum issued on September 2, 2022. Reviewers should familiarize themselves with each custodian's role and relevance to the litigation:
1.  Tobias Wren — General Counsel. Principal legal officer for Stonefield. Author of the March 4, 2022 termination letter. Involved in all significant legal decisions relating to the Vantor relationship, the cure notice process, and the termination. Communications involving Wren in his legal capacity are presumptively privileged but require careful analysis (see Section VI.A below).
2.  Priya Ramachandran — Chief Financial Officer. Responsible for financial reporting, budgeting, and financial analysis at Stonefield. Involved in ACV tracking, rate adjustment analysis, and damages exposure assessment. Communications with Ridgeline Capital Partners regarding financial matters may be present in her collection.
3.  Carlos Medina — Senior Vice President, Operations. Oversaw Stonefield's operational relationship with VTS and managed day-to-day freight operations. Recipient of Janet Kirkwood's September 22, 2021 email regarding volume diversion. Centrally involved in SLO tracking and carrier performance management.
4.  Janet Kirkwood — Vice President, Carrier Relations. Key fact witness in this litigation. Kirkwood directly oversaw the Vantor/VTS relationship and was the primary internal point of contact for carrier performance issues. Author of the September 22, 2021 internal email to Carlos Medina discussing volume diversion to Cascade and Briarwood on Lanes 8–14 and containing the "pull the plug" language. Her collection is the highest priority for first-pass review.
5.  Raymond Hess — Director, Contract Compliance. Issued the January 18, 2022 Cure Notice to VTS and managed the compliance tracking process underlying the termination for Cause. Communicated extensively with Ashford Meridian LLP (Lorraine Beckwith) during the cure notice drafting process — these communications are likely privileged.
6.  Marcus Denton — Chief Executive Officer. Ultimate decision-maker at Stonefield. Participated in executive negotiation sessions with Vantor in May and June 2022 following the demand letter. Communications with Ridgeline Capital Partners regarding the Vantor relationship and litigation may be present in his collection.
Additional custodians may be added as the review progresses and as discovery needs evolve. Any additions to the custodian list will be communicated to the review team by Patrick Gallagher, and updated collection information will be provided at that time.
D. Key Adverse Individuals
Reviewers should be familiar with the following individuals associated with Vantor Holdings Corp. and Vantor Transport Services LLC. These individuals are likely to appear in Stonefield's documents as authors, recipients, or subjects of communications:
1.  Nikolai Vantorovich — Chief Executive Officer and Founder, Vantor Holdings Corp. Senior executive with ultimate authority over Vantor's business decisions, including the decision to pursue litigation.
2.  Gregory Fielding — Chief Financial Officer, Vantor Holdings Corp. Responsible for Vantor's financial reporting and damages calculations.
3.  Sandra Milescu — Chief Operating Officer, Vantor Holdings Corp. / Vantor Transport Services LLC. Author of the November 12, 2021 internal VTS email directing the reassignment of 85 tractors from SLG-dedicated lanes to other accounts. This email is a potentially significant document for Stonefield's defense, as it suggests that VTS's service failures were the product of deliberate internal decisions rather than unavoidable operational difficulties.
4.  Derek Pruitt — Vice President, Business Development, Vantor Holdings Corp. Served as the primary relationship manager interfacing with Stonefield. Authored the February 14, 2022 written response to Stonefield's Cure Notice, acknowledging "operational challenges."
E. Counsel Information
1. Defense Counsel (Our Firm)
Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166
•  Samuel Eklund — Responsible Partner
•  Linda Osei — Billing Partner
•  Patrick Gallagher — Lead Associate
•  Simone Laroche — Working Associate
2. Plaintiff's Counsel
Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, New York 10006
•  Harrison Caldwell — Named Partner, Lead Counsel
•  Meredith Shapiro — Named Partner, Co-Counsel
•  Jason Whitford — Senior Associate
•  Alina Petrov — Associate
3. Pre-Litigation Counsel for Stonefield
Ashford Meridian LLP, 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201
•  Lorraine Beckwith — Partner, Commercial Contracts
•  Troy Nakamura — Senior Associate
Ashford Meridian drafted the TSA on behalf of Stonefield and provided pre-litigation legal guidance regarding TSA interpretation, potential termination rights, and contractual analysis prior to Calderwood & Harkness's engagement. Communications with Ashford Meridian are attorney-client privileged and should be treated accordingly. Ashford Meridian was Stonefield's primary outside counsel on the Vantor matter until Calderwood & Harkness was engaged in connection with the litigation in September 2022.
III. DOCUMENT COLLECTION AND PROCESSING OVERVIEW
A. Collection Summary
Electronically stored information was collected from SLG custodians' Strathmore Data Systems/Outlook email accounts, network shared drives (including departmental and individual drives), local hard drives of custodian workstations, and cloud-based document management systems utilized by Stonefield. The collection was conducted under the supervision of Pinnacle Forensics and in accordance with forensically sound collection methodologies designed to preserve metadata integrity and chain of custody.
In addition to ESI, hard-copy files were collected from Stonefield's Fort Worth headquarters at 4200 Commerce Parkway, Suite 800. The hard-copy collection includes physical contract files (including the original executed TSA and its amendments), performance reports, carrier compliance records, and other paper-based business documents relevant to the Vantor relationship and the claims at issue.
All collected data — both ESI and scanned hard-copy documents — was processed by Pinnacle Forensics into the Pinnacle hosted review platform under Project ID: PF-SLG-2022-0914. Processing included text extraction, OCR (for image-based documents), de-duplication, metadata extraction, and indexing for full-text search capability.
The total volume of data processed into the review platform is approximately 186,000 pages. The total number of individual documents after de-duplication and processing will be confirmed as the review progresses; the target production set, as ultimately produced on April 14, 2023, comprises 42,387 documents.
B. De-duplication and File Type Handling
Pinnacle Forensics applied exact de-duplication at the family level. This means that duplicate documents were identified and removed based on MD5 hash values, with parent-child groupings preserved (e.g., an email and its attachments are treated as a "family" and de-duplicated as a unit). This approach ensures that email families remain intact and that the removal of a duplicate email does not orphan its attachments or vice versa.
Near-duplicate identification was run as an analytics tool and flagged within the platform for reviewer awareness, but near-duplicate documents were not automatically excluded from the review population. Near-duplicates (i.e., documents that are substantially similar but not identical — such as successive drafts of a document) remain in the review population and must be individually reviewed, as differences between near-duplicates may be substantively significant.
Non-reviewable file types, including system files, executable files (.exe, .dll), and other file types that do not contain user-generated content, were excluded from the review population unless specifically flagged by Pinnacle Forensics for forensic review. Any questions regarding excluded file types should be directed to David Moretti.
Foreign-language documents, if any are identified during the review, should be flagged in the Pinnacle platform using the "Foreign Language" tag and reported to Kara Nystrom. Such documents will be routed for translation review as needed.
C. Date Range
The primary collection period encompasses documents dated from January 1, 2019 through September 1, 2022. This range captures the period from the commencement of TSA negotiations through the date of the litigation hold and Calderwood & Harkness's engagement. The January 1, 2019 start date was selected to capture the full arc of TSA formation, negotiation, execution (March 15, 2019), and performance through the March 4, 2022 termination and post-termination dispute period.
For certain custodians — specifically Janet Kirkwood, Raymond Hess, and Tobias Wren — the collection period was extended back to October 2017, which corresponds to the date of Ridgeline Capital Partners' acquisition of Stonefield. This extended range was implemented to capture pre-TSA commercial relationship documents, early-stage discussions with Vantor regarding the transportation services arrangement, and any documents reflecting the business context leading to the TSA.
A forward collection through March 15, 2023 was also conducted for ongoing communications related to the litigation, including internal litigation strategy discussions, communications with counsel, and any post-litigation-hold business communications relating to the Vantor matter.
IV. REVIEW TEAM STRUCTURE AND RESPONSIBILITIES
A. Review Team Hierarchy
The review team is organized as follows. Each team member's role is defined below, and all team members should understand the chain of responsibility and escalation:
Review Supervisor / Quality Control Lead — Simone Laroche (Working Associate). Simone is responsible for second-pass review of all documents coded "Potentially Responsive" (PR) and all privilege escalations (P-ESC). She will conduct quality control sampling on first-pass review batches, make final determinations on privilege calls within her authority, and serve as the primary decision-maker for escalation questions before they reach Patrick Gallagher. Simone reports directly to Patrick Gallagher on all review matters.
First-Pass Review Lead — Kara Nystrom (Contract Associate). Kara is responsible for the day-to-day management of first-pass review operations, including assignment of review batches, fielding reviewer questions regarding coding decisions, monitoring coding consistency, and ensuring adherence to the review protocol. Kara will also participate in seed set review for the TAR model. First-pass reviewers should direct their questions to Kara in the first instance.
Paralegal / Production Coordinator — Helen Tsao (Senior Paralegal). Helen is responsible for privilege log preparation, production mechanics (including Bates numbering, confidentiality stamping, and load file generation), and coordination with Pinnacle Forensics on production-related tasks. Helen will compile and maintain the privilege log in accordance with the format requirements of the Local Rules of the Southern District of New York and the CMO. She will also maintain calibration session notes and training documentation.
eDiscovery / Platform Manager — David Moretti. David is responsible for all technical aspects of the review, including Pinnacle platform administration, TAR model training and validation, analytics workflows, search term development and reporting, and technical quality control. David serves as the primary liaison with Nathan Billings at Pinnacle Forensics for all processing, platform, and technical issues.
Escalation Path. The escalation path for substantive and privilege questions is as follows:
First-pass reviewers → Kara Nystrom → Simone Laroche → Patrick Gallagher → Samuel Eklund (for significant privilege or substantive questions involving Ridgeline Capital Partners or Ashford Meridian communications)
Each person in the chain should attempt to resolve questions at their level before escalating. However, when in doubt, escalation is always preferred over an incorrect coding decision.
B. Review Hours and Workflow
The target first-pass review rate is 50 to 65 documents per reviewer per hour. This rate is an initial benchmark and may be adjusted based on the complexity of the document population encountered. Reviewers should prioritize accuracy over speed; the rate target is a guideline for planning and throughput estimation, not a mandate that overrides the need for careful, thorough review.
All review must be conducted within the Pinnacle Forensics platform. No documents are to be downloaded, printed, copied, screenshotted, or shared outside the platform environment without the express written authorization of Patrick Gallagher. This restriction is critical to maintaining document security, privilege protections, and the integrity of the review process.
Daily review batches will be assigned by Kara Nystrom through the Pinnacle platform's batch assignment function. Reviewers should check their assigned batches at the beginning of each review session and complete assigned batches before requesting additional work. Progress will be tracked via the Pinnacle dashboard, which provides real-time visibility into reviewer throughput and batch completion status.
End-of-day reviewer metrics — including documents reviewed, coding distributions, and time spent — will be reported to David Moretti for throughput monitoring and resource planning purposes. David will compile weekly throughput reports for Patrick Gallagher to ensure the review remains on track to meet production deadlines.
V. RESPONSIVENESS CRITERIA
A. General Standard
A document is "Responsive" if it relates to any subject matter identified in Vantor's First Request for Production of Documents served on March 20, 2023, or if it is reasonably likely to contain information relevant to the claims, defenses, or counterclaim asserted in this action. The standard is intentionally broad. Responsiveness should be assessed in light of the full scope of the claims, defenses, and issues described in Section II above.
When in doubt, reviewers should err on the side of coding a document as "Potentially Responsive" (PR) for second-pass review rather than coding it as "Not Responsive" (NR). It is far preferable to have a document receive a second look from Simone Laroche than to risk excluding a responsive document from production. Coding a borderline document as NR creates a risk that Stonefield will fail to produce a document it is obligated to produce, which could result in sanctions, adverse inferences, or credibility damage.
B. Responsive Topic Categories
Reviewers must apply one or more of the topic codes described in Section VII.D below to every document coded as Responsive or Potentially Responsive. The following categories provide detailed definitions and examples of the types of documents that fall within each responsiveness topic. Reviewers should use these descriptions as guidance when evaluating documents.
1. TSA Formation and Negotiation (Code: TSA-FORM)
Documents related to the negotiation, drafting, and execution of the Transportation Services Agreement dated March 15, 2019, bearing Contract Reference No. SLG-VTS-2019-0315. This category includes, without limitation:
•  Communications with Ashford Meridian LLP (specifically Lorraine Beckwith and Troy Nakamura) regarding contract terms and drafting — note: these communications are likely privileged and should be dual-coded with the appropriate privilege code;
•  Drafts, redlines, marked-up versions, and term sheets exchanged during TSA negotiations;
•  Internal Stonefield deliberations regarding TSA terms, including rate structures (Schedule B), exclusivity lane designations (Schedule C), Service Level Obligation thresholds, and the liquidated damages clause (Section 14.2);
•  Communications between Stonefield and Vantor/VTS personnel regarding contract terms;
•  Board presentations or Ridgeline communications regarding the proposed TSA.
2. TSA Performance and Operations (Code: TSA-PERF)
Documents reflecting Stonefield's or VTS's performance under the TSA from April 1, 2019 (the effective date) through March 4, 2022 (the termination date). This category encompasses:
•  Shipping data, load records, and carrier performance portal reports;
•  SLO metrics reports, including on-time pickup rates, on-time delivery rates, tender acceptance rates, equipment availability reports, and cargo claims data;
•  Volume tender data and records of freight tendered to VTS;
•  Rate adjustment calculations under TSA Section 5.3;
•  Fleet capacity reports and equipment allocation data;
•  Quarterly and annual performance reviews or business reviews between SLG and Vantor/VTS;
•  Routine operational correspondence between SLG and VTS operations personnel.
3. Service Level Failures and Cure Process (Code: SLO-FAIL / CURE)
Documents relating to VTS's Q4 2021 performance deficiencies and the cure process that followed. This is a core category and reviewers should apply both SLO-FAIL and CURE codes where appropriate:
•  Internal SLG reports, emails, or memoranda documenting VTS's Q4 2021 SLO failures;
•  The January 18, 2022 Cure Notice and any drafts or internal deliberations regarding its content and sufficiency;
•  Vantor's February 14, 2022 response (from Derek Pruitt) and any SLG analysis of that response;
•  Cure period activities, including any communications between SLG and VTS during the January 18 – February 17, 2022 cure period;
•  Any post-cure-period performance data for VTS;
•  The March 4, 2022 termination letter and any drafts or internal deliberations regarding its content.
4. Volume Commitment / ACV Issues (Code: ACV)
Documents relating to Stonefield's annual freight tenders to VTS and the Annual Committed Volume issue:
•  ACV calculations and tracking reports;
•  Records of annual tender volumes by contract year;
•  Any identified shortfalls in tendered volume and analysis thereof;
•  Documents relating to the invocation of force majeure based on COVID-19 (covering the April through September 2020 period);
•  Analysis under TSA Section 12.1 regarding force majeure adjustments;
•  CY2 actual tenders ($31.8 million) versus adjusted ACV ($21.6 million);
•  CY3 tenders ($36.5 million) and related documentation.
5. Carrier Diversification / Exclusivity (Code: EXCL / ALT-CARR)
Documents relating to Stonefield's use of alternative carriers and the exclusivity obligations under Schedule C of the TSA:
•  Documents relating to Stonefield's engagement of Cascade Freight Systems Inc. (Columbus, Ohio) and Briarwood Trucking Co. (Arlington, Virginia);
•  Lane assignment records, including the designation of Primary Lanes (the fourteen designated origin-destination pairs) versus Secondary Lanes (including Lanes 8 through 14);
•  Communications regarding exclusivity obligations and any analysis of whether specific lane diversions implicated or were exempt from the Schedule C exclusivity provisions;
•  Janet Kirkwood's September 22, 2021 email to Carlos Medina, which is a central document on this topic.
6. Rate Adjustment / Cost Considerations (Code: RATE-ADJ)
Documents relating to the projected April 2022 rate adjustment under TSA Section 5.3:
•  Documentation of the 14.3% rate increase calculation ($2.87/mile to $3.28/mile);
•  Ashford Meridian's February 2022 rate analysis memorandum — note: this memorandum may be privileged if it reflects legal analysis; dual-code as appropriate;
•  Internal SLG discussions of the cost implications of the rate adjustment, including the projected $6.2 million annual cost increase;
•  Critical: Any discussion of the rate adjustment as a factor in or motivation for the termination decision — such documents should be coded HOT and escalated immediately, as they bear directly on Vantor's pretextual termination theory.
7. Termination Decision-Making (Code: TERM)
Internal SLG communications regarding the decision to terminate the TSA:
•  Communications among Tobias Wren, Marcus Denton, Carlos Medina, Janet Kirkwood, Raymond Hess, and Priya Ramachandran regarding the termination;
•  Communications with Ridgeline Capital Partners (specifically Alison Trang, Douglas Whitmore, and Brendan Carey) regarding the termination decision;
•  Janet Kirkwood's September 22, 2021 email to Carlos Medina referencing "pull the plug";
•  Board materials, meeting minutes, or presentations discussing the Vantor contract and potential termination;
•  Any cost-benefit analysis or strategic analysis of termination.
8. Vantor Relationship Management (Code: VANTOR-REL)
Communications between SLG and Vantor personnel:
•  Correspondence with Nikolai Vantorovich, Gregory Fielding, Sandra Milescu, and Derek Pruitt;
•  Relationship management documents, including account review materials and meeting notes;
•  Complaint records and escalation communications;
•  Informal communications (including any personal or social communications between SLG and Vantor personnel that contain business content).
9. Damages and Financial Impact (Code: DMG-FIN)
Documents relating to the financial dimensions of the TSA termination:
•  Internal SLG analysis of the financial impact of termination;
•  Cost savings analyses associated with ending the Vantor relationship;
•  Substitute carrier cost comparisons;
•  Internal projections or estimates of Vantor's potential damages exposure;
•  Liquidated damages calculations or analyses of Section 14.2 exposure.
10. Ridgeline Capital Involvement (Code: RIDGE)
Communications between SLG management and Ridgeline Capital Partners:
•  Communications regarding the Vantor relationship, TSA performance, or the termination decision;
•  Board materials and board presentations;
•  Board observer reports prepared by Brendan Carey;
•  Investment committee materials or fund reporting that references the Vantor situation;
•  Any communications reflecting Ridgeline's input into or approval of the termination decision.
11. Insurance (Code: INS)
Documents relating to insurance coverage for this dispute:
•  D&O insurance tender to Graymark Insurance Company under Policy No. GLG-DO-1025-00008;
•  CGL coverage with Brindoval Mutual Insurance Co. under Policy No. CGL-SLG-2022-11902;
•  Coverage analysis memoranda or opinions;
•  Declination correspondence or reservation of rights letters;
•  Communications with insurance brokers regarding the Vantor claim.
12. Lender Notifications (Code: LENDER)
Documents relating to notifications to Lakeshore National Bank:
•  Notifications under Section 6.03(b) of the Credit Agreement (LNB-SLG-2017-CA-4402);
•  Quarterly litigation updates provided to the lender;
•  Analysis of the $25 million notification threshold and whether/when it was triggered;
•  Any correspondence with Lakeshore National Bank regarding the Vantor litigation.
13. Pre-Litigation Dispute (Code: PRE-LIT)
Documents relating to the pre-litigation dispute phase:
•  Vantor's April 8, 2022 demand letter;
•  Stonefield's April 29, 2022 response;
•  Executive negotiation sessions conducted on May 16 and June 3, 2022;
•  Any settlement-related communications — note: these may be subject to privilege, mediation protections, or FRE 408 protections and should be dual-coded with the appropriate privilege code and escalated for review.
C. Not Responsive Categories
The following categories of documents should generally be coded as Not Responsive (NR), unless specific content within a document renders it relevant:
•  Documents entirely unrelated to the Vantor/VTS relationship, the TSA, or any subject matter at issue in the litigation;
•  Purely personal communications (e.g., personal family matters, social plans) with no business content whatsoever;
•  Administrative and IT system-generated messages, including calendar acceptances, meeting decline notifications, out-of-office auto-replies, read receipts, and spam or junk mail — unless such messages contain substantive content (e.g., a calendar invitation for a meeting regarding the Vantor contract would be responsive);
•  Documents relating to other SLG carrier relationships that do not involve Vantor, VTS, the TSA lanes, Cascade Freight Systems, or Briarwood Trucking. For the avoidance of doubt, documents regarding SLG's relationships with other carriers are not responsive merely because they involve freight or logistics operations; there must be a nexus to the Vantor relationship or the issues in this case.
If a reviewer encounters a document that falls partially within a Not Responsive category but contains some content that may be relevant, the document should be coded PR and escalated for second-pass review rather than coded NR.
VI. PRIVILEGE IDENTIFICATION GUIDELINES
Accurate identification of privileged documents is critical. Failure to identify and withhold privileged documents may result in inadvertent disclosure of sensitive communications and strategy. Conversely, over-designation of documents as privileged will burden the privilege log and may invite challenges from opposing counsel. Reviewers should apply the standards set forth below carefully and, when uncertain, use the P-ESC code to escalate for senior review.
A. Attorney-Client Privilege
The attorney-client privilege protects confidential communications between Stonefield personnel and attorneys (whether internal or external counsel) made for the purpose of obtaining or providing legal advice, where the communication was intended to be and was in fact kept confidential.
Reviewers should identify any communication to or from the following individuals as potentially privileged and subject to the attorney-client privilege:
Calderwood & Harkness LLP:
•  Samuel Eklund, Partner
•  Linda Osei, Partner
•  Patrick Gallagher, Associate
•  Simone Laroche, Associate
•  Helen Tsao, Paralegal
•  David Moretti, eDiscovery Manager
•  Kara Nystrom, Contract Associate
Ashford Meridian LLP:
•  Lorraine Beckwith, Partner
•  Troy Nakamura, Senior Associate
Stonefield In-House Counsel:
•  Tobias Wren, General Counsel
Important Note Regarding Tobias Wren: Communications from Tobias Wren in his capacity as General Counsel are presumptively privileged if they reflect legal advice or were made in the course of providing or seeking legal advice. However, the dual-role nature of in-house counsel means that not all of Wren's communications are privileged. Communications in which Wren acts in a purely business capacity — for example, operational decisions, business strategy discussions, or management functions that do not involve the provision or seeking of legal analysis — may not be protected by the privilege. This is a nuanced determination that requires careful review of the content and context of each communication. Any document involving Tobias Wren that presents a close question regarding whether he is acting in a legal versus business capacity should be escalated to Simone Laroche for determination. Do not attempt to resolve close Wren privilege calls at the first-pass level.
Pre-litigation communications between Stonefield personnel and Ashford Meridian LLP (i.e., communications predating Calderwood & Harkness's engagement on September 1, 2022) regarding TSA interpretation, potential termination rights, and contractual analysis are attorney-client privileged. These communications form a significant subset of the privileged population. To date, eighty-four (84) documents from this category have been identified and separately flagged per the privilege review memorandum dated March 22, 2023.
Communications during the January through February 2022 cure period between Raymond Hess and Lorraine Beckwith (Ashford Meridian) regarding cure notice drafting and legal analysis of the cure process are privileged. Reviewers should be aware that Vantor may challenge privilege log entries 312 through 318, which cover certain of these communications. Any questions or concerns regarding the privilege status of cure-period Ashford Meridian communications should be escalated to Simone Laroche.
B. Work Product Doctrine
The work product doctrine protects documents prepared by or at the direction of counsel in anticipation of litigation or for trial. Work product protection exists independent of the attorney-client privilege and may apply to documents that are not themselves attorney-client communications.
Protected work product includes, but is not limited to:
•  Litigation strategy memoranda and case assessments;
•  Legal research memoranda and analysis;
•  Draft pleadings, motions, and briefs;
•  Deposition preparation outlines and materials;
•  Expert engagement correspondence and materials;
•  Settlement analyses and valuation memoranda;
•  Chronologies, timelines, and factual summaries prepared for litigation purposes;
•  This Document Review Protocol Memorandum.
Reviewers should distinguish between two categories of work product:
•  "Opinion" work product reflects the mental impressions, conclusions, opinions, and legal theories of an attorney. Opinion work product receives near-absolute protection and is discoverable only in the most extraordinary circumstances.
•  "Fact" work product consists of factual investigations, compilations of facts, and witness interview notes prepared for litigation. Fact work product receives qualified protection and may be discoverable upon a showing of substantial need and inability to obtain the equivalent without undue hardship.
As a temporal guideline, any document created after approximately April 8, 2022 — the date of Vantor's demand letter, which triggered the reasonable anticipation of litigation — that was prepared for litigation purposes should be reviewed for work product protection. Documents created after September 1, 2022 (the date of Calderwood & Harkness's engagement) for litigation purposes are presumptively work product.
C. Joint Defense / Common Interest Doctrine
Communications between Stonefield's counsel and counsel for Ridgeline Capital Partners, LP (if any such communications exist) may be protected under the common interest doctrine if they relate to shared legal interests in the Vantor litigation. The common interest doctrine is an extension of the attorney-client privilege that protects communications between parties who share a common legal interest, even when those communications cross organizational boundaries, provided the communications were made in furtherance of the shared legal interest and were intended to remain confidential.
Any communications that appear to involve counsel for Ridgeline Capital Partners or communications between Stonefield and Ridgeline personnel that reference or copy outside counsel for either party should be flagged for escalation to Patrick Gallagher. Do not attempt to resolve common interest privilege questions at the first-pass or second-pass level; these determinations require senior review.
D. Privilege Waiver Considerations
The Court has entered an FRE 502(d) Clawback Stipulation and Order as part of the Case Management Order dated February 17, 2023. Under this order, the inadvertent production of privileged documents does not constitute a waiver of privilege, either as to the specific documents inadvertently produced or as to the subject matter of those documents. This protection applies to both parties' productions.
While the 502(d) Order provides an important safety net, reviewers should not rely on the clawback mechanism as a substitute for diligent privilege identification. The clawback process is disruptive, creates the risk that opposing counsel will have seen privileged material (even temporarily), and may undermine the credibility of Stonefield's privilege assertions if invoked frequently. Every effort should be made to identify and withhold privileged documents before production.
If a document is identified as potentially privileged after it has already been coded as Responsive in first-pass review, the document must be immediately flagged and escalated. No document that has been identified as potentially privileged, at any stage of the review, may be included in any production batch until a final privilege determination has been made by Simone Laroche or Patrick Gallagher.
E. Privilege Coding Instructions
Reviewers should apply the following privilege codes as applicable:
•  P-AC: Privileged — Attorney-Client Privilege
•  P-WP: Privileged — Work Product Doctrine
•  P-AC/WP: Privileged — Both Attorney-Client and Work Product
•  P-CI: Privileged — Common Interest Doctrine
•  P-ESC: Privilege Review — Escalate (for uncertain calls requiring senior review)
•  NP: Not Privileged
For every document coded with any privilege designation (P-AC, P-WP, P-AC/WP, P-CI, or P-ESC), the reviewer must populate the following privilege log fields in the Pinnacle platform:
•  Date: The date of the communication or document.
•  Author: The author or sender of the communication.
•  Recipient(s): All "To" recipients.
•  CC/BCC: All copied and blind-copied recipients.
•  Subject Matter Description: A description of the subject matter of the communication sufficient to support the privilege assertion without revealing privileged content. Descriptions should be specific enough to enable meaningful judicial review of the privilege claim but must not disclose the substance of the legal advice or attorney mental impressions.
•  Privilege Basis: Identify whether the privilege is asserted on the basis of attorney-client privilege (AC), work product (WP), or both (AC/WP), or common interest (CI).
•  Custodian: The custodian from whose collection the document was retrieved.
VII. CODING TAXONOMY
This section provides the complete coding taxonomy to be applied during document review. All codes are applied through the Pinnacle Forensics platform coding panel. If a reviewer encounters a document that does not fit cleanly into any code, the reviewer should use the most applicable code and include an explanatory note in the Comments field.
A. Responsiveness Codes
B. Privilege Codes
C. Confidentiality / Designation Codes
Confidentiality designations are to be applied consistent with the Stipulated Protective Order entered or to be entered in this case. Pending entry of a protective order, the following default rules apply:
•  All documents should be coded CONF as the default designation.
•  AEO should be reserved for documents containing: (i) trade secrets or proprietary SLG pricing and margin data; (ii) Ridgeline Capital Partners internal financial analyses; (iii) SLG strategic plans unrelated to the Vantor matter; or (iv) personnel records containing sensitive employee information.
•  NONE should be used only for documents that are clearly not confidential, such as publicly filed court documents or publicly available information.
D. Issue / Topic Codes
Reviewers must apply one or more of the following topic codes to every document coded as Responsive (R) or Potentially Responsive (PR):
Multiple topic codes should be applied where appropriate. For example, a document discussing both VTS service level failures and the rate adjustment would be coded SLO-FAIL and RATE-ADJ. A document discussing the termination decision in context of communications with Ridgeline would be coded TERM and RIDGE.
E. Priority / Significance Codes
HOT documents require immediate escalation. Any document coded HOT should be immediately brought to the attention of Kara Nystrom, who will escalate to Simone Laroche and Patrick Gallagher. The following are examples of the types of documents that warrant a HOT designation:
•  Any communication directly discussing the decision to terminate the TSA;
•  Internal communications reflecting the motive or rationale for termination;
•  Any reference to the April 2022 rate adjustment in the context of the termination or in close temporal proximity to termination discussions;
•  Communications with or about Vantor/VTS personnel regarding service failures;
•  Any reference to Janet Kirkwood's September 22, 2021 email or similar strategic communications containing language like "pull the plug" or comparable expressions;
•  Any document reflecting Stonefield's awareness of ACV shortfalls without accompanying force majeure justification;
•  Communications with Ridgeline Capital Partners regarding the Vantor situation, termination, or litigation exposure;
•  Any document that is significantly adverse to Stonefield's defense position.
WARM documents provide useful but non-critical context. These include routine performance data that corroborates or contradicts the SLO failure narrative, general correspondence regarding the Vantor relationship, and documents that support affirmative defenses without being individually dispositive.
COLD documents are responsive but routine in nature, such as standard shipping records, form-based reports, or administrative correspondence that is responsive by virtue of subject matter but does not contain individually significant substantive content.
F. Redaction Codes
Redactions should be applied only where necessary and with a clear basis documented in the Comments field. For documents requiring privilege redactions (RED-PRIV), the redacted version will be produced and the unredacted version withheld, with the privilege log entry reflecting the nature of the redacted content. All redactions are subject to second-pass review by Simone Laroche before production.
VIII. FIRST-PASS REVIEW PROTOCOL
A. Objectives
The objectives of first-pass review are:
1.  Determine responsiveness of each document by applying the R, PR, or NR code;
2.  Identify potentially privileged documents by applying the appropriate privilege code;
3.  Apply issue/topic codes and significance codes to all Responsive and Potentially Responsive documents;
4.  Flag documents requiring escalation, including HOT documents, uncertain privilege calls, and documents that raise novel or complex issues.
First-pass review is the foundational step of the review process. The quality and accuracy of first-pass coding decisions directly impact the efficiency of second-pass review, the defensibility of the production, and the integrity of the privilege log. Reviewers should approach each document with care and attention, applying the coding taxonomy consistently and in accordance with this protocol.
B. Review Batches
Review batches will be assigned by Kara Nystrom through the Pinnacle platform. Batches will be organized by custodian and date range to provide reviewers with contextual continuity (i.e., a reviewer working through a single custodian's documents in chronological order is more likely to recognize related documents, ongoing conversations, and evolving issues).
The priority custodian order for first-pass review is as follows:
1.  Janet Kirkwood — Highest priority. Key fact witness who oversaw the Vantor relationship. Her collection is expected to contain the most operationally significant documents, including the September 22, 2021 email.
2.  Raymond Hess — Second priority. Issued the Cure Notice and managed the compliance tracking process. His collection is expected to contain significant cure-process documentation and communications with Ashford Meridian (privileged).
3.  Carlos Medina — Third priority. SVP, Operations; recipient of the Kirkwood September 22, 2021 email. His collection should contain operational correspondence and performance tracking documents.
4.  Tobias Wren — Fourth priority. General Counsel; highest concentration of privileged documents expected. His collection requires particular care in distinguishing legal from business communications.
5.  Priya Ramachandran — Fifth priority. CFO; financial analysis and ACV tracking. Her collection is expected to contain financial data, rate adjustment analysis, and Ridgeline-facing financial communications.
6.  Marcus Denton — Sixth priority. CEO; executive-level communications. His collection is expected to contain high-level strategy discussions, Ridgeline communications, and executive negotiation session materials.
C. Review Instructions
Reviewers must adhere to the following instructions during first-pass review:
1.  Review each document in full, including all attachments. Documents must not be skimmed or partially reviewed. Every page of a multi-page document and every attachment to an email must be reviewed.
2.  Review families together. Emails and their attachments are grouped as "families" in the Pinnacle platform. Family members must be reviewed together, as the context provided by a cover email may be essential to understanding an attachment and vice versa.
3.  Apply all applicable coding fields for each document: responsiveness, privilege, confidentiality, topic code(s), and significance code.
4.  Enter reviewer notes in the "Comments" field for any document coded PR, P-ESC, or HOT. The comment should explain the basis for the coding decision — for example, "PR — discusses carrier operations but unclear if Vantor-specific" or "HOT — internal email discussing rate adjustment as factor in termination timing."
5.  Do not break email families. Code at the family level unless individual items within a family warrant different coding. For example, if an email is not privileged but an attachment consists of a legal memorandum from counsel, code the attachment as privileged while coding the cover email as responsive. In such cases, note the split coding in the Comments field.
6.  For email chains and threads: Review the entire chain from bottom (earliest message) to top (most recent message). Code based on the totality of the thread. If later messages in a chain introduce privilege (for example, if a non-privileged business email is subsequently forwarded to outside counsel with a request for legal advice), code the entire family as privileged and note in comments. The rationale is that producing the earlier, non-privileged portion of the chain in isolation may reveal the context of the privileged communication.
D. Key Documents to Watch For
The following specific documents and categories of communications are of particular importance to the defense. Any reference to these items should be coded HOT and immediately escalated to Kara Nystrom:
•  Janet Kirkwood's September 22, 2021 email to Carlos Medina regarding moving volume to Cascade Freight Systems and Briarwood Trucking on Lanes 8 through 14 and containing "pull the plug" language. This email is already known to the litigation team and will be a central document at deposition and potentially at trial. Any version of this email, any forward or reply chain containing it, and any document referencing it should be flagged.
•  Any internal discussion of the anticipated April 2022 rate adjustment and its relationship to termination timing. This is the single most dangerous category of documents for Stonefield's defense. If internal SLG communications suggest that the termination was motivated by a desire to avoid the rate increase rather than by VTS's service failures, such documents will be vigorously exploited by Vantor's counsel.
•  Any communications reflecting SLG's awareness of ACV shortfalls in CY2 or CY3 without accompanying force majeure justification or analysis. If Stonefield personnel acknowledged ACV shortfalls internally without referencing the force majeure adjustment, such documents could undermine the force majeure defense.
•  Any communications with or about Ashford Meridian regarding the rate adjustment analysis (February 2022 memo). These communications may be privileged but are also substantively significant and must be logged carefully.
•  Any communications reflecting the decision to invoke force majeure for COVID-19 during the April through September 2020 period. Documents showing the contemporaneous analysis and invocation of force majeure strengthen the defense; documents showing a post hoc invocation could be adverse.
•  Board materials or Ridgeline Capital Partners communications discussing the Vantor contract. These documents may reveal the role of the private equity sponsor in the termination decision and could implicate common interest privilege issues.
•  Any documents reflecting SLG's internal assessment of VTS's service performance prior to Q4 2021. If SLG was aware of service performance issues earlier than Q4 2021 but did not invoke the cure process, Vantor may argue waiver of the SLO enforcement right.
IX. SECOND-PASS REVIEW PROTOCO