1012-00005 · Stonefield Logistics Group · Experts

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

MEMORANDUM

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT THIS DOCUMENT WAS PREPARED IN ANTICIPATION OF LITIGATION AND IS PROTECTED FROM DISCLOSURE UNDER THE WORK PRODUCT DOCTRINE. DO NOT DISTRIBUTE WITHOUT AUTHORIZATION.

TO: File (Matter No. 1012-00005)

FROM: Patrick Gallagher, Lead Associate, Litigation (General)

DATE: September 2023 (Commenced; Not Completed — See Status Below)

RE: Preparation of Dr. Evelyn Rosser (Kensington Analytics Group LLC) for Anticipated Expert Deposition — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)

DOCUMENT NO.: 94

STATUS: DRAFT — INCOMPLETE. Work on this memorandum was suspended following Caldwell Royce & Shapiro LLP's Motion to Withdraw as counsel for Vantor Holdings Corp. (filed October 3, 2023, granted October 18, 2023) and the subsequent dormancy of the case. Expert discovery deadlines (originally January 12, 2024 per the Case Management Order entered February 17, 2023) were stayed by the Court pending Vantor's retention of new counsel. As of the most recent docket check (January 6, 2025, conducted by Helen Tsao), the case remains dormant and no substitute counsel has entered an appearance on behalf of Vantor. Sections marked "[TO BE COMPLETED]" indicate areas requiring further development if the case resumes and expert depositions are rescheduled.

I. PURPOSE AND SCOPE OF MEMORANDUM

The purpose of this memorandum is to prepare Dr. Evelyn Rosser, Managing Director of Kensington Analytics Group LLC ("KAG"), located at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, for her anticipated deposition by plaintiff's counsel in the above-captioned matter. Dr. Rosser has been retained as Stonefield Logistics Group Inc.'s ("Stonefield" or "SLG") rebuttal damages and economics expert and is expected to be deposed regarding the opinions, methodologies, data, and conclusions set forth in her final rebuttal expert report.

Dr. Rosser was retained as Stonefield's rebuttal expert pursuant to an engagement letter dated October 28, 2022, executed by Samuel Eklund, Responsible Partner on this matter at Calderwood & Harkness LLP ("C&H"). The engagement letter sets forth KAG's scope of work, billing rates, and the terms and conditions governing the retention. On November 14, 2022, Patrick Gallagher provided KAG with a detailed expert scope memorandum outlining the key issues for Dr. Rosser's analysis, including (i) the quantification of damages claimed by Vantor Holdings Corp. ("Vantor" or "VHC") under the Transportation Services Agreement (Contract Ref. No. SLG-VTS-2019-0315, dated March 15, 2019) (the "TSA"), (ii) the rebuttal of the damages opinions offered by plaintiff's expert, Dr. Philip Trask of Trask Greystone & Associates, and (iii) the economic analysis relevant to the enforceability of the liquidated damages clause in Section 14.2 of the TSA.

Dr. Rosser's final rebuttal expert report — a comprehensive 48-page report, together with supporting exhibits, appendices, and workpapers — was served on Caldwell Royce & Shapiro LLP ("CRS"), counsel for Vantor at the time, via a cover letter from Patrick Gallagher addressed to Jason Whitford, Esq. of CRS, on August 25, 2023. The report was served in accordance with the deadlines established in the Case Management Order entered by the Honorable Margaret T. Delgado on February 17, 2023 (the "CMO"). Dr. Rosser was assisted in her analysis by Michael Chung, Senior Analyst at Kensington Analytics, who performed data processing, statistical computations, and financial modeling under Dr. Rosser's supervision and direction. Mr. Chung may be subject to examination regarding his specific analytical contributions, and his potential deposition is addressed separately below.

This memorandum was being prepared in anticipation of a deposition that was expected to be noticed by CRS during the expert discovery period, which under the CMO was scheduled to close on January 12, 2024. Based on prior communications with opposing counsel and the typical cadence of expert discovery in matters of this complexity, we had anticipated that Dr. Rosser's deposition would be noticed for a date in the November to December 2023 timeframe. However, as noted above, CRS filed its Motion to Withdraw as counsel for Vantor on October 3, 2023, and the motion was granted on October 18, 2023. The Court subsequently stayed all discovery deadlines pending Vantor's retention of substitute counsel. As of the date of the most recent docket review, no substitute counsel has appeared and the case remains dormant.

Accordingly, this memorandum remains incomplete. Sections marked "[TO BE COMPLETED]" indicate areas that require further development, analysis, and refinement if and when the case resumes and expert depositions are rescheduled. All work product contained herein should be preserved in the matter file for potential future use.

II. DEPOSITION LOGISTICS (PRELIMINARY / PLACEHOLDER)

The following logistical details are preliminary and subject to change based on the status of the case and the identity of any substitute counsel retained by Vantor. Many of these details were never finalized due to the suspension of expert discovery.

Anticipated Deposition Date. Dr. Rosser's deposition has not yet been noticed. Under the original CMO, the expert discovery deadline was January 12, 2024. Based on this timeline and the typical practice of deposing rebuttal experts after initial expert depositions are completed, we had anticipated that Dr. Rosser's deposition would be scheduled in the November through December 2023 timeframe. This estimate is now moot pending case reactivation. If the case resumes, the Court will presumably set a new scheduling order with revised expert discovery deadlines, and the deposition will need to be noticed and scheduled in accordance with those revised deadlines.

Deposing Counsel. The deposition was originally anticipated to be conducted by Harrison Caldwell and/or Jason Whitford of Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, New York 10006. Mr. Whitford served as the primary point of contact for expert discovery matters and had been handling the exchange of expert reports. Mr. Caldwell, the named partner and lead trial counsel for Vantor, was expected to participate in expert depositions given his hands-on approach observed during fact discovery. However, following CRS's withdrawal from representation on October 18, 2023, and Vantor's failure to retain substitute counsel, the identity of deposing counsel is now unknown. If Vantor retains new counsel and expert depositions are rescheduled, this section will need to be updated with the identity and known practices of the new opposing counsel.

Location. The deposition location was never finalized. By custom and prior agreement between the parties during fact discovery, depositions in this case have been conducted at the offices of counsel for the party producing the witness. Accordingly, Dr. Rosser's deposition would likely be held at either (a) the offices of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166, or (b) KAG's offices at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, depending on the preference of the parties and their agreement. Given Dr. Rosser's schedule and the convenience of having C&H attorneys present for the defense, the C&H New York offices would be the preferred location, though we would accommodate KAG's preference if Dr. Rosser prefers to be deposed in Philadelphia.

Defending Attorney. Samuel Eklund, Responsible Partner on this matter, is anticipated to serve as the defending attorney at Dr. Rosser's deposition. Mr. Eklund has substantial experience defending expert depositions in complex commercial litigation and is thoroughly familiar with Dr. Rosser's report and opinions. Patrick Gallagher will attend as second chair to assist with document management, real-time research, and note-taking. If needed, an additional associate may attend to assist with logistics.

Duration. Under Federal Rule of Civil Procedure 30(d)(1), the deposition is limited to one day of seven hours. Given the complexity of the economic analyses at issue and the breadth of Dr. Rosser's three principal opinions, opposing counsel may seek a stipulation to extend beyond seven hours. C&H's preliminary position is to decline any such stipulation absent a showing of good cause, as seven hours should be more than sufficient for a focused examination of rebuttal opinions. This position will be discussed with Mr. Eklund and confirmed closer to the deposition date.

Pre-Deposition Preparation Session. A full-day preparation session with Dr. Rosser should be scheduled at least three to five business days before the deposition date. This session should include a comprehensive review of the report, anticipated examination topics, document review, and a mock cross-examination exercise. The detailed agenda for this preparation session is outlined in Section VII below. [TO BE COMPLETED — scheduling is dependent on case reactivation.]

III. OVERVIEW OF DR. ROSSER'S REBUTTAL EXPERT REPORT

A. Summary of Opinions

Dr. Rosser's final rebuttal expert report, comprising 48 pages exclusive of exhibits and appendices, was served on CRS on August 25, 2023. The report was prepared in rebuttal to the expert report of Dr. Philip Trask of Trask Greystone & Associates, which was served on behalf of Vantor on May 15, 2023. Dr. Rosser's report contains three principal opinions, each of which is summarized below and will form the core of opposing counsel's examination.

1. Primary Opinion — Termination Valid for Cause: $0 in Damages.

Dr. Rosser's primary opinion addresses the scenario in which the Court determines that Stonefield's termination of the TSA (Contract Ref. No. SLG-VTS-2019-0315) was valid "for Cause" under Section 13.1(a) of the agreement. Under this scenario, Dr. Rosser opines that Vantor is entitled to zero dollars in damages. This conclusion rests on the straightforward contractual and economic analysis that a valid for-Cause termination triggers no obligation under the liquidated damages provision set forth in Section 14.2 of the TSA — the liquidated damages clause, by its express terms, applies only in the event of a termination that is "not for Cause or not for the reasons set forth in Section 13.1(a) through 13.1(d)." Furthermore, a valid for-Cause termination eliminates the factual predicate for any lost profits claim, because a party that was properly terminated for its own material breach has no entitlement to the profits it would have earned during the unexpired term of the contract. Dr. Rosser's analysis of VTS's performance data during the relevant period, particularly the Q4 2021 performance metrics, provides the economic foundation supporting the factual predicate for this opinion. This opinion is contingent upon the Court's legal determination regarding the validity of the termination, a question Dr. Rosser appropriately leaves for the Court.

2. Alternative Opinion — Wrongful Termination Scenario: Maximum Damages of $8.2 Million.

Dr. Rosser's second opinion addresses the alternative scenario — assumed arguendo — in which the Court determines that Stonefield's termination was not valid for Cause and therefore constituted a breach of the TSA by Stonefield. Under this scenario, Dr. Rosser opines that the maximum damages recoverable by Vantor are $8.2 million, a figure dramatically lower than the $95.4 million in total damages claimed by Dr. Trask (consisting of $67.23 million in liquidated damages, $18.7 million in lost profits, and $9.47 million in consequential damages). The $8.2 million figure reflects a market-based lost profits calculation that incorporates the following adjustments, each of which is supported by documentary evidence and economic analysis set forth in the report:

Deduction for Vantor's Own Prior Material Breaches. Dr. Rosser's analysis accounts for VTS's own material performance failures preceding the termination, including (a) the unilateral reduction of 85 tractors dedicated to SLG freight in October 2021, as documented in the Milescu-to-Vantorovich email dated November 12, 2021 (Bates No. VHC-008417), and (b) VTS's failure to meet all five Service Level Objectives ("SLOs") during Q4 2021, as reflected in the VTS Q4 2021 Performance Report. Specifically, VTS's on-time pickup rate was 78.2% (against an SLO of 95%), on-time delivery was 81.6% (against an SLO of 95%), tender acceptance was 71.4% (against an SLO of 90%), equipment availability was 62% (against an SLO of 85%), and cargo claims ratio was 1.07% (against an SLO of no greater than 0.50%). These performance failures constituted independent grounds for termination under the TSA and, from an economic perspective, reduce or eliminate VTS's entitlement to damages for the remaining contract term.

Deduction for Vantor's Failure to Mitigate Damages. Dr. Rosser's report analyzes the freight market conditions prevailing during Q1 and Q2 of 2022, the period immediately following the March 2, 2022 termination. The data show that the freight market during this period was exceptionally robust, with spot rates elevated approximately 35% above historical five-year averages. Despite these favorable conditions, Vantor made no meaningful effort to replace the freight volume lost from the SLG account. Dr. Rosser concludes that VTS's failure to pursue readily available replacement revenue opportunities constitutes a failure to mitigate damages, and her calculation reduces recoverable damages accordingly.

Application of Proper Operating Margin Data. Dr. Rosser's analysis utilizes VTS's actual operating margin on SLG freight, which was approximately 5.8%, as derived from VTS's own internal financial records produced during discovery (particularly the supplemental production of June 22, 2023, encompassing Bates-stamped documents VHC-029001 through VHC-033218). Dr. Trask, by contrast, used a 12% operating margin in his lost profits calculation. Dr. Rosser's report demonstrates that the 12% figure reflects Vantor's company-wide blended margin across all accounts and is not representative of the profitability of the SLG-specific freight. Using the blended margin inflates VTS's claimed damages by more than 100% relative to the account-specific calculation.

Volume Shortfall Offset. Dr. Rosser's analysis accounts for the fact that Stonefield's force majeure-adjusted volume tenders during Contract Year 2 ("CY2") actually exceeded the adjusted Annual Committed Volume ("ACV") by $10.2 million ($31.8 million in actual tenders against a $21.6 million adjusted ACV). This overage partially offsets any claimed volume shortfall in Contract Year 3 ("CY3"), because the TSA must be evaluated holistically over its term, and any over-performance in CY2 reduces the net economic loss attributable to the termination.

Taking all of these adjustments into account, Dr. Rosser concludes that the maximum recoverable lost profits, under the most favorable assumptions for Vantor, are $8.2 million. This figure represents the upper bound of a range; the lower bound is $0, consistent with Dr. Rosser's primary opinion regarding a valid for-Cause termination.

3. Liquidated Damages Unenforceability Support: Disproportionality Analysis.

Dr. Rosser's third opinion addresses the economic analysis relevant to the enforceability of the liquidated damages clause in Section 14.2 of the TSA. Under the formula set forth in that section, the liquidated damages amount triggered by the termination would be $67.23 million, consisting of $64.8 million for the two full remaining years of the TSA term plus $2.43 million for the 27-day partial year. Dr. Rosser opines that this figure is grossly disproportionate to any actual harm that VTS could demonstrate, using her $8.2 million maximum alternative damages figure as the benchmark for comparison. The resulting ratio — approximately 8:1 between the liquidated damages amount and the maximum demonstrable actual damages — supports a finding that the clause operates as an unenforceable penalty under New York law. Dr. Rosser is careful in her report to limit her testimony to the economic analysis underpinning this conclusion, and she appropriately defers to the Court on the ultimate legal determination of enforceability.

B. Key Analytical Methodologies

Dr. Rosser's report employs the following principal analytical methodologies, each of which should be anticipated as a subject of examination during the deposition:

Lost Profits Analysis — Discounted Cash Flow Model. Dr. Rosser constructed a discounted cash flow ("DCF") model to estimate VTS's lost profits from the SLG account for the remaining term of the TSA. The model is grounded in VTS's actual historical financial performance on SLG freight, as reflected in VTS's internal financial records, rather than projected or hypothetical margins. The DCF model applies the 5.8% account-specific operating margin to projected revenue for the remaining contract term, discounted to present value using a weighted average cost of capital derived from industry comparables and VTS's own capital structure. This methodology is standard in commercial damages analysis and is consistent with generally accepted principles in forensic economics.

Market-Based Mitigation Analysis. To assess VTS's duty to mitigate damages, Dr. Rosser performed a market-based mitigation analysis comparing VTS's available fleet capacity (approximately 650 owned tractors and 2,100 trailers, plus additional capacity available through owner-operator relationships) against available freight market opportunities during Q1 through Q3 of 2022. This analysis relied on publicly available freight market indices, spot rate data from industry publications, and carrier demand metrics to demonstrate that VTS had ample opportunity to redeploy its fleet and replace a substantial portion of the SLG volume within approximately 90 days of the termination.

Operating Margin Analysis. Dr. Rosser performed a detailed margin analysis using VTS's own internal financial records obtained through discovery, with particular emphasis on the documents produced in the supplemental production of June 22, 2023 (Bates Nos. VHC-029001 through VHC-033218). These records enabled Dr. Rosser to isolate the operating margin attributable specifically to the SLG freight account, as distinguished from VTS's company-wide blended margin. This analysis is central to Dr. Rosser's critique of Dr. Trask's use of the inflated 12% blended margin.

Comparative Liquidated Damages Analysis. Dr. Rosser performed a comparative analysis of the liquidated damages formula output under Section 14.2 ($67.23 million) against actual demonstrable damages under various scenarios. This analysis provides the quantitative foundation for the penalty argument, demonstrating the degree of disproportionality between the stipulated sum and any reasonable estimate of actual harm.

C. Supporting Materials Relied Upon

Dr. Rosser's report identifies the following categories of materials as having been considered and relied upon in forming her opinions. These materials will also be relevant to deposition preparation, as opposing counsel will likely probe the extent and nature of Dr. Rosser's reliance on each:

1. The Transportation Services Agreement (Contract Ref. No. SLG-VTS-2019-0315, dated March 15, 2019), together with all schedules, exhibits, and amendments thereto, including Schedule C (Exclusivity/Primary Lanes).

2. The VTS Q4 2021 Performance Report, an internal VTS document produced during discovery, which sets forth VTS's performance against the five SLOs for the fourth quarter of 2021.

3. VTS financial statements for fiscal years 2019 through 2022, including income statements, balance sheets, and segment-level reporting.

4. The Milescu-to-Vantorovich email dated November 12, 2021 (Bates No. VHC-008417), in which Sandra Milescu, VTS's Vice President of Operations, communicated the decision to pull 85 tractors off SLG-dedicated lanes and redeploy them to other accounts.

5. Fleet redeployment records from VTS's supplemental production, documenting the redirection of the 85 tractors from SLG lanes to the Northwind Distribution Co. account.

6. Stonefield freight tender data for Contract Years 1 through 3, including volume, lane-level data, and rate information.

7. Freight market indices and spot rate data for Q1 through Q3 2022, sourced from industry publications and publicly available databases.

8. Dr. Philip Trask's expert report, served on behalf of Vantor on May 15, 2023, together with all exhibits and appendices thereto.

9. Deposition transcripts of: Derek Pruitt (Stonefield's Director of Carrier Procurement), taken July 10, 2023; Raymond Hess (Stonefield's Vice President of Supply Chain Operations), taken July 27, 2023; and Sandra Milescu (Vantor's Vice President of Operations), taken August 4, 2023.

10. The Cure Notice issued by Stonefield to Vantor on January 18, 2022, and Vantor's written response thereto dated February 14, 2022.

11. The Ashford Meridian LLP rate adjustment analysis memorandum, dated February 2022, analyzing the anticipated 14.3% rate increase under Section 5.3 of the TSA.

IV. ANTICIPATED AREAS OF EXAMINATION BY OPPOSING COUNSEL

This section identifies and analyzes the areas most likely to be explored by opposing counsel during Dr. Rosser's deposition. For each area, this memorandum sets forth the anticipated lines of questioning, the relevant facts and documents, and preliminary guidance for Dr. Rosser's responses. Specific Q&A frameworks for the most challenging questions are to be developed in Section VI.C below. [Note: Section VI.C is partially completed.]

A. Qualifications and Bias

Opposing counsel can be expected to devote a substantial portion of the deposition to probing Dr. Rosser's qualifications and exploring potential bias. This is standard practice in expert depositions and is designed both to test the foundation for Dr. Rosser's opinions and to develop a record for potential Daubert challenges or for use at trial in cross-examination.

Qualifications. Dr. Rosser holds a Ph.D. in economics from the University of Pennsylvania and has over twenty years of experience in transportation economics, logistics, and commercial damages analysis. She has served as a testifying expert in approximately thirty prior engagements and has published peer-reviewed articles on freight market dynamics and contract damages quantification in the transportation sector. Opposing counsel will explore the boundaries of her expertise, particularly with respect to operational trucking matters (as distinguished from economic analysis), and may attempt to argue that certain of her opinions — for example, the 90-day mitigation timeline — require operational expertise she does not possess. Dr. Rosser should be prepared to clearly delineate her expertise in transportation economics from operational trucking management, and to explain that her mitigation analysis relies on objective economic data regarding market conditions, not operational judgments about how to run a trucking fleet.

Prior Engagements and Potential Bias. Opposing counsel will almost certainly inquire into Dr. Rosser's history of engagements to establish a pattern of defense-side retention and potential bias toward defendants. We should prepare Dr. Rosser to address the following anticipated lines of inquiry:

• Prior retentions by Calderwood & Harkness LLP: Dr. Rosser should disclose any prior engagements by C&H. If this is her first engagement by C&H, she should state so. If there have been prior engagements, she should be prepared to identify them and explain that each engagement involved independent analysis and opinions.

• Retentions by Ridgeline Capital Partners portfolio companies: Because Stonefield is a Ridgeline portfolio company, opposing counsel may seek to establish a pattern of retentions by entities affiliated with Ridgeline. Dr. Rosser should be prepared to identify any such prior engagements and to explain that each was independent.

• Frequency of defense-side versus plaintiff-side engagements: Opposing counsel will attempt to characterize Dr. Rosser as a "professional defense expert." She should be prepared to provide an accurate accounting of her defense-side and plaintiff-side engagements over a relevant time period (e.g., the past ten years) and to explain that the mix of her work reflects market demand for her expertise, not a predisposition toward any particular outcome.

• Compensation: This is a mandatory area of disclosure under FRCP 26(b)(4)(C), and opposing counsel will probe it thoroughly. Dr. Rosser should be prepared to answer straightforwardly. Her hourly rate is $625 per hour. Michael Chung's rate is $375 per hour. Total KAG billings on this engagement through approximately September 2023 are $214,300, with a projected total of $240,000 to $260,000 if depositions proceed. Dr. Rosser should confirm that she is compensated for her time and expertise, not for reaching any particular conclusion.

Dr. Rosser should be coached to address bias allegations with candor and without defensiveness. The most effective response to bias questioning is a straightforward acknowledgment that she is being compensated for her time and expertise, coupled with a clear statement that her opinions are based on the data, the documents, and accepted analytical methodologies, and that she would reach the same conclusions regardless of which party retained her.

B. Methodology Challenges (Daubert Considerations)

Although the primary Daubert risk in this case lies with Dr. Trask's methodology — and C&H has separately analyzed potential Daubert challenges to Dr. Trask's report (see Daubert Motion Research Memorandum dated September 5, 2023, prepared by Patrick Gallagher, and the related strategic memorandum dated September 18, 2023, prepared by Samuel Eklund) — opposing counsel may attempt to use the deposition to lay the groundwork for a Daubert motion against Dr. Rosser as well. The following areas represent the most likely points of methodological challenge.

1. Operating Margin Calculation: 5.8% Versus 12%.

This is likely to be the most heavily contested methodological issue in the deposition. Dr. Trask's report uses a 12% operating margin to calculate VTS's lost profits from the SLG account. Dr. Rosser's report demonstrates that this 12% figure reflects Vantor's company-wide blended margin across all accounts and business lines, rather than the margin specifically attributable to SLG freight. Using VTS's own internal financial records — particularly the account-level profitability data produced in the supplemental production of June 22, 2023 (Bates Nos. VHC-029001 through VHC-033218) — Dr. Rosser derived an account-specific operating margin of approximately 5.8% for the SLG freight.

Opposing counsel will challenge this figure on multiple grounds. First, counsel may argue that the internal financial records on which Dr. Rosser relies are unreliable because they involve cost allocation methodologies that are internally inconsistent or that were not prepared for use in litigation. Second, counsel may argue that the blended margin is the more appropriate measure because VTS's fleet and overhead costs are not neatly divisible by account and that any attempt to isolate account-specific margins involves subjective allocation decisions. Third, counsel may attempt to argue that the 5.8% margin reflects a period of depressed performance caused by VTS's own temporary operational issues, and that a normalized margin would be higher.

Dr. Rosser should be prepared to walk through her margin analysis step by step, identifying the specific financial records she relied upon, explaining the cost allocation methodology she applied, and articulating why account-specific margins are the appropriate measure for a lost profits analysis of a specific contract. She should be prepared to explain that the use of a company-wide blended margin, as Dr. Trask employed, systematically overstates damages because it attributes high-margin revenue from other accounts to the SLG contract, which was a lower-margin, high-volume dedicated account. She should also be prepared to address any limitations in the underlying data and to explain why those limitations do not undermine the reliability of her conclusions.

2. Mitigation Analysis Assumptions.

Dr. Rosser's mitigation analysis assumes that VTS could have replaced a significant portion of the SLG freight volume within approximately 90 days of the March 2, 2022 termination, based on the exceptionally favorable freight market conditions prevailing during that period. Opposing counsel will challenge the feasibility of this replacement timeline on several grounds. Counsel may argue that replacing dedicated contract freight with spot market loads is not a one-for-one substitution; that spot market revenue is inherently less reliable and less profitable than contract revenue; that VTS's fleet and driver base were configured for the specific lane characteristics of the SLG account and could not readily be redeployed; and that the 90-day timeline is unrealistic given the complexities of carrier onboarding, lane qualification, and customer relationship development.

Dr. Rosser should be prepared to defend her 90-day timeline by citing specific market data, including elevated spot rates (approximately 35% above historical five-year averages), high carrier demand metrics from industry sources, and the well-documented carrier shortage during Q1 and Q2 2022 that created strong demand for available capacity. She should also emphasize that VTS was not a small carrier lacking market presence — VTS operated an existing fleet of approximately 650 owned tractors and 2,100 trailers, plus capacity available through owner-operator relationships, and had an established presence in the freight market. The question is not whether VTS could have replaced every dollar of SLG revenue on identical terms, but whether VTS took reasonable steps to mitigate its losses by pursuing available replacement revenue — and the evidence shows it did not.

3. Volume Shortfall Offset Methodology.

Dr. Rosser's report adjusts her damages calculation to account for Stonefield's excess volume tenders during CY2. Specifically, Stonefield's actual tenders during CY2, adjusted for the force majeure period (April through September 2020), were $31.8 million, which exceeded the adjusted ACV of $21.6 million by $10.2 million. Dr. Rosser's methodology offsets this CY2 overage against any claimed CY3 volume shortfall, on the theory that the economic relationship between the parties should be evaluated holistically over the contract term.

Opposing counsel will challenge this offset methodology on two fronts. First, counsel will challenge the force majeure adjustment itself, arguing that Stonefield's invocation of the force majeure clause (Section 12.1 of the TSA) was improper, that the force majeure conditions did not justify the full six-month period from April through September 2020, or that the adjustment should be applied differently. Second, counsel will argue that the TSA establishes annual volume commitments that cannot be offset across contract years — i.e., that an overage in CY2 does not excuse a shortfall in CY3 because each year's commitment is independent.

Dr. Rosser should be prepared to defer legal questions regarding the validity of Stonefield's force majeure invocation to counsel. Her role is not to opine on whether the force majeure clause was properly invoked; rather, her calculation methodology assumes the force majeure adjustment is valid, and she calculates damages on that basis. If asked to calculate damages without the force majeure adjustment, she should be prepared to identify the specific impact on her figures and the resulting range. With respect to the cross-year offset argument, Dr. Rosser should explain her economic rationale — that from a damages perspective, the question is the total economic loss suffered by VTS over the remaining contract term, and that excess performance in one period must be considered in evaluating the net impact of any shortfall in a subsequent period.

C. Specific Damages Categories — Anticipated Cross-Examination

1. Liquidated Damages ($67.23 Million)

Dr. Rosser's opinion that the liquidated damages figure of $67.23 million is grossly disproportionate to any actual harm is a central component of her report and can be expected to draw extensive cross-examination. Opposing counsel will approach this topic from multiple angles.

Reasonableness at the Time of Contracting. Opposing counsel will argue that the 75% multiplier applied in the liquidated damages formula in Section 14.2 was the product of negotiation between sophisticated commercial parties, both of which were represented by experienced counsel — Ashford Meridian LLP for Stonefield and Vantor's own outside counsel — at the time the TSA was executed on March 15, 2019. Counsel will argue that the parties' agreement to this formula at arms' length reflects a reasonable estimate of anticipated damages at the time of contracting, and that Dr. Rosser's after-the-fact comparison to actual damages is improper under New York law, which evaluates liquidated damages clauses based on the parties' expectations at contract formation, not with the benefit of hindsight.

Dr. Rosser should be prepared to address this line of questioning by explaining the economic principles underlying her disproportionality analysis. Under New York law, while reasonableness is assessed at the time of contracting, a dramatic disproportion between the stipulated sum and actual damages can itself constitute evidence of unreasonableness. The approximately 8:1 ratio between the $67.23 million liquidated damages figure and Dr. Rosser's $8.2 million maximum actual damages estimate is so extreme as to call into question whether the formula ever constituted a reasonable estimate of anticipated harm, or whether it was instead designed to function as a deterrent to termination — i.e., a penalty. Dr. Rosser should be prepared to explain this distinction while acknowledging that the ultimate legal determination of enforceability is for the Court.

Comparison of Figures. Opposing counsel will press Dr. Rosser on the comparison between her alternative damages figure of $8.2 million and the $67.23 million liquidated damages amount. Counsel may argue that the 8:1 ratio is misleading because Dr. Rosser's $8.2 million figure already incorporates aggressive assumptions in Stonefield's favor (e.g., the mitigation reduction, the margin reduction, the volume offset), and that a more neutral damages estimate would narrow the ratio considerably. Dr. Rosser should be prepared to explain that even using more conservative assumptions — for example, eliminating the mitigation reduction or using a higher margin figure — the ratio between liquidated damages and actual damages remains extreme and supports the disproportionality conclusion.

Role of the Expert Versus the Court. Dr. Rosser should be prepared to draw a clear line between her role as an economist and the Court's role as the ultimate arbiter of legal enforceability. She can testify to the quantitative analysis — the comparison of stipulated damages to actual damages, the ratio between the two, and the economic implications of that ratio. She should not opine on the legal standard for enforceability of liquidated damages clauses under New York law or on the ultimate legal conclusion. If pressed on whether she is "telling the Court" that the clause is unenforceable, she should clarify that she is providing the economic analysis that the Court may consider in making that determination.

2. Lost Profits ($18.7 Million per Trask)

Dr. Trask's report claims lost profits of $18.7 million for VTS based on the remaining term of the TSA. Dr. Rosser's rebuttal concludes that lost profits, properly calculated using appropriate methodologies and data, would be substantially less than $18.7 million and in any event are subsumed within and far less than the liquidated damages claim. Moreover, Dr. Rosser's report notes that Vantor cannot recover both liquidated damages and lost profits for the same injury, as this would result in an impermissible double recovery.

Dr. Rosser should be prepared to address the following topics in connection with the lost profits claim:

Proper Operating Margin. As discussed above, Dr. Rosser's use of the 5.8% account-specific operating margin versus Dr. Trask's 12% blended margin is the single largest driver of the difference between their respective lost profits calculations. Dr. Rosser should be prepared to explain, with reference to specific financial records, how she derived the 5.8% figure and why it is more accurate for purposes of evaluating lost profits on the SLG contract specifically.

Volume Reduction for Market Softening. Dr. Rosser's analysis reduces the projected future volume of SLG freight tenders based on evidence of market softening in the latter half of 2021 and into 2022. Specifically, SLG's own revenue declined from $1.42 billion in fiscal year 2021 to $1.28 billion in fiscal year 2022, a decline of approximately 9.9%. Freight volumes were declining industry-wide during this period. Dr. Rosser's report adjusts the projected volume of freight that Stonefield would have tendered to VTS during the remaining term of the TSA to reflect this declining trend, which further reduces VTS's claimed lost profits. Dr. Trask's report, by contrast, assumes that SLG freight volumes would have remained at CY1/CY2 levels throughout the remaining term, an assumption Dr. Rosser characterizes as unsupported by the market evidence.

Duplicative Recovery. Dr. Rosser should be prepared to explain, from an economic perspective, why claiming both liquidated damages and lost profits for the same injury is duplicative. The liquidated damages clause is designed to serve as a substitute for a lost profits calculation — it provides a predetermined measure of damages in lieu of the complex fact-intensive inquiry that a lost profits analysis entails. Allowing recovery of both the stipulated sum and actual lost profits would result in overcompensation for the same economic harm. This is a point on which the economic analysis and the legal analysis converge, and Dr. Rosser should be prepared to articulate the economic principles while deferring to counsel on the legal characterization.

3. Consequential Damages Components

Dr. Trask's report includes three categories of consequential damages totaling $9.47 million: stranded assets ($5.2 million), workforce reduction costs ($2.87 million), and mitigation costs ($1.4 million). Dr. Rosser's report addresses each of these categories from an economic perspective, noting that they are consequential in nature and subject to the mutual waiver of consequential damages in Section 15.1 of the TSA.

Beyond the legal waiver issue — which is for the Court to resolve — Dr. Rosser's report explains that from an economics perspective, these categories of damages overlap with and are already reflected in a properly constructed lost profits calculation. Stranded asset costs, for example, are a component of the fixed cost structure that is already captured in the operating margin analysis. Workforce reduction costs similarly represent a reallocation of fixed costs that would be captured in any comprehensive DCF model. And mitigation costs, by definition, are costs incurred in an effort to reduce losses and should be netted against, not added to, a lost profits claim.

Dr. Rosser should be prepared to explain these economic principles clearly and accessibly during the deposition, while deferring to counsel on the legal characterization of these damages categories under Section 15.1 of the TSA. She should avoid making legal conclusions about the scope or applicability of the consequential damages waiver.

D. VTS's Own Breaches and Causation

A significant component of Dr. Rosser's damages analysis is the incorporation of VTS's own prior material breaches of the TSA as a factor reducing or eliminating recoverable damages. Specifically, Dr. Rosser's report identifies two categories of VTS conduct that she factors into her analysis: (1) VTS's unilateral reduction of 85 dedicated tractors from SLG lanes in October 2021, and (2) VTS's failure to meet all five SLOs during Q4 2021.

Opposing counsel can be expected to challenge Dr. Rosser on whether she made an independent legal determination that VTS's conduct constituted a "material breach" of the TSA. This is a critical area for preparation, because Dr. Rosser should not be making legal conclusions about breach, materiality, or the order of breach. Rather, she should clarify that she assumed the factual predicate from the evidentiary record — including the Milescu November 12, 2021 email (VHC-008417), the VTS Q4 2021 Performance Report, and the fleet redeployment records — and incorporated that factual record into her economic analysis. The performance data speak for themselves: on-time pickup at 78.2% (SLO: 95%), on-time delivery at 81.6% (SLO: 95%), tender acceptance at 71.4% (SLO: 90%), equipment availability at 62% (SLO: 85%), and cargo claims ratio at 1.07% (SLO: ≤0.50%). Whether these failures constitute a "material breach" as a matter of law is for the Court to determine; Dr. Rosser's role is to quantify the economic consequences.

Opposing counsel will also test whether Dr. Rosser's damages model is sensitive to alternative assumptions about VTS's conduct. Specifically, counsel will ask whether her damages figure would change if the Court were to find that VTS's conduct did not constitute a material breach, or that VTS's conduct was excused, or that the first material breach was Stonefield's termination rather than VTS's performance failures. Dr. Rosser should be prepared to identify the specific adjustments her model would require under each of these alternative scenarios and the resulting damages range. This is an area where preparation is essential to avoid surprises during the deposition — Dr. Rosser should be able to articulate, with specificity, how the removal of the breach-related deductions would affect her $8.2 million figure and what the adjusted figure would be.

E. Rate Adjustment Motive

Opposing counsel will very likely probe whether Dr. Rosser considered the anticipated rate increase under Section 5.3 of the TSA as evidence that Stonefield's termination was economically motivated rather than performance-driven. The Ashford Meridian rate adjustment analysis memorandum, dated February 2022, analyzed the rate increase that would have taken effect on April 1, 2022, under the TSA's annual rate adjustment mechanism. The projected increase was 14.3%, from $2.87 per mile to $3.28 per mile, which would have increased Stonefield's annual transportation costs on the VTS account by approximately $6.2 million. The timing of the termination — March 2, 2022, approximately one month before the rate increase would have taken effect — is likely to be a central theme of Vantor's case.

This area requires careful preparation. Dr. Rosser should be clear that her assignment was damages quantification, not an assessment of Stonefield's motive for terminating the TSA. She was not asked to opine on, and did not opine on, whether Stonefield terminated the TSA to avoid the rate increase, to punish VTS for poor performance, or for any other reason. Questions of motive and intent are factual matters outside the scope of her expert engagement.

That said, Dr. Rosser should explain that the anticipated rate increase is relevant to one aspect of her analysis: it affects the projected cost of VTS's performance under the TSA for the remaining term, and therefore affects the calculation of VTS's potential lost profits. Dr. Rosser's DCF model accounts for the rate increase as part of the revenue projection for the remaining contract term. The rate increase would have increased VTS's revenue (and thus its potential lost profits) on SLG freight. Dr. Rosser incorporated this factor into her analysis. She should not, however, be drawn into speculation about Stonefield's subjective intent or whether the rate increase was the "real reason" for the termination.

Dr. Rosser should be coached to draw a firm boundary on this topic: "My analysis addresses the economic quantification of damages. The question of why Stonefield terminated the agreement is a factual question that is outside the scope of my expert opinions." If pressed, she should repeat this boundary clearly and without elaboration.

V. DOCUMENT REVIEW LIST FOR PREPARATION SESSION

The following is a comprehensive list of documents that Dr. Rosser should review prior to the pre-deposition preparation session. These documents include the materials she relied upon in preparing her report, as well as additional materials that may be the subject of questioning during the deposition. Dr. Rosser should be thoroughly familiar with each of these documents and should be prepared to discuss them in detail.

1. Dr. Rosser's Final Rebuttal Expert Report (served August 25, 2023) — 48 pages, including all text, tables, charts, and footnotes.

2. All Exhibits and Appendices to the Rebuttal Report — including all supporting schedules, data tables, and demonstrative exhibits referenced in or attached to the report.

3. All Underlying Workpapers and Data Files — including spreadsheets, financial models, data inputs, calculation files, and any other work product generated by Dr. Rosser and Michael Chung in connection with the preparation of the report. Dr. Rosser should be able to explain the construction and methodology of each workpaper and to reproduce key calculations if questioned.

4. Dr. Philip Trask's Expert Report (served May 15, 2023) — together with all exhibits and appendices thereto. Dr. Rosser should be prepared to identify and explain each point of disagreement with Dr. Trask's methodology, data, and conclusions.

5. The Transportation Services Agreement (Contract Ref. No. SLG-VTS-2019-0315, dated March 15, 2019) — with particular attention to the following provisions:

• Section 5.3 (Rate Adjustment Mechanism)

• Section 12.1 (Force Majeure)

• Section 13.1 (Termination for Cause)

• Section 13.2 (Cure Notice)

• Section 14.2 (Liquidated Damages)

• Section 15.1 (Consequential Damages Waiver)

• Schedule C (Exclusivity/Primary Lanes)

6. KAG Engagement Letter (dated October 28, 2022) — Dr. Rosser should be familiar with the terms of her engagement, including her scope of work and compensation terms, as these will be subject to questioning.

7. Expert Scope Memorandum from C&H (dated November 14, 2022, from Patrick Gallagher) — outlining the key issues for Dr. Rosser's analysis. Dr. Rosser should be prepared to discuss the scope of her engagement and any instructions she received.

8. Memorandum to KAG re Trask Report Rebuttal Issues (dated May 25, 2023) — this memorandum from C&H identified specific issues in Dr. Trask's report for Dr. Rosser's attention in preparing her rebuttal.

9. Patrick Gallagher's Comments on Draft Rebuttal Report (dated August 15, 2023, redline version) — see Section VI.B below regarding preparation for questions about draft reports and attorney comments. [Note: privilege implications of this document require further analysis; see discussion below.]

10. Milescu-to-Vantorovich Email (dated November 12, 2021; Bates No. VHC-008417) — documenting VTS's decision to pull 85 tractors off SLG-dedicated lanes.

11. Kirkwood-to-Medina Email (dated September 22, 2021) — referenced in the case record; Dr. Rosser should be familiar with this document even though she did not rely on it in her report, as opposing counsel may use it during the deposition to probe her understanding of Stonefield's decision-making process.

12. VTS Q4 2021 Performance Report — the internal VTS document setting forth performance against all five SLOs during Q4 2021.

13. Cure Notice (dated January 18, 2022) and Vantor Response (dated February 14, 2022) — these documents are central to the termination-for-cause analysis and Dr. Rosser's primary opinion.

14. Ashford Meridian Rate Adjustment Analysis Memorandum (dated February 2022) — analyzing the anticipated 14.3% rate increase and its projected cost impact.

15. Deposition Transcripts:

• Derek Pruitt (Stonefield Director of Carrier Procurement) — July 10, 2023

• Raymond Hess (Stonefield Vice President of Supply Chain Operations) — July 27, 2023

• Sandra Milescu (Vantor Vice President of Operations) — August 4, 2023

16. Communications Between Dr. Rosser/Michael Chung and C&H Attorneys — These communications should be reviewed for privilege purposes. Under FRCP 26(b)(4)(C), as amended in 2010, communications between an attorney and a retained expert are generally protected from discovery, with three exceptions: communications relating to (i) the expert's compensation, (ii) facts or data provided by counsel that the expert considered in forming opinions, and (iii) assumptions provided by counsel that the expert relied upon in forming opinions. Dr. Rosser should be prepared to answer questions falling within these exceptions while understanding that the broader scope of attorney-expert communications is protected. [TO BE COMPLETED — a full assessment of the current state of FRCP 26(b)(4) case law in the S.D.N.Y. is needed to confirm the scope of protection and to identify any risks.]

17. VTS Financial Statements Relied Upon in Analysis — including all income statements, balance sheets, segment reports, and account-level profitability data from the supplemental production (Bates Nos. VHC-029001 through VHC-033218).

18. Freight Market Data and Indices Cited in the Report — including spot rate data, carrier demand metrics, and any industry publications or databases referenced in Dr. Rosser's mitigation analysis.

VI. KEY PREPARATION POINTS AND COACHING NOTES

A. General Deposition Conduct

The following general guidance should be reviewed with Dr. Rosser during the preparation session. While Dr. Rosser has prior experience as a testifying expert, it is essential to reinforce these principles in the context of this specific engagement, given the complexity of the issues and the aggressive style of cross-examination that was anticipated from Harrison Caldwell (and may be replicated by any substitute counsel).

Listen Carefully to Each Question. Dr. Rosser should listen to each question in its entirety before beginning her answer. She should not anticipate where a question is going or begin formulating a response before the question is complete. If a question is unclear, compound, or ambiguous, she should ask for clarification rather than guessing at the intended meaning.

Answer Only the Question Asked. Expert witnesses, particularly those with deep subject matter expertise, have a natural tendency to provide comprehensive explanations that go beyond the scope of the question. While thoroughness is a virtue in report writing, it can be a liability in a deposition. Dr. Rosser should answer the specific question asked and then stop. If opposing counsel wants additional detail, they will ask follow-up questions. Volunteering information that was not requested provides opposing counsel with additional avenues of inquiry and may inadvertently create inconsistencies or concessions.

Do Not Volunteer Information. This principle is closely related to the preceding point but bears separate emphasis. Dr. Rosser should not volunteer facts, documents, analyses, or opinions that were not specifically requested. She should not offer to "explain" something unless asked to do so, and she should not preview her analysis of topics that have not yet been raised.

Defer Legal Conclusions to Counsel. If a question calls for a legal conclusion — for example, "Was VTS's termination valid for cause?" or "Is the liquidated damages clause enforceable?" — Dr. Rosser should decline to answer and explain that the question calls for a legal determination that is outside the scope of her expertise as an economist. She can describe the economic analysis that is relevant to such questions, but she should not purport to render legal opinions.

Maintain Composure Under Aggressive Cross-Examination. Expert depositions can be contentious, and opposing counsel may employ tactics designed to frustrate, confuse, or provoke the witness. Dr. Rosser should maintain a calm, professional demeanor throughout the deposition, regardless of the tone or approach of opposing counsel. She should not become argumentative, defensive, or combative. If she feels that opposing counsel is mischaracterizing her testimony or her report, she should calmly and clearly correct the mischaracterization without escalating the exchange.

Consistency with Written Report. Dr. Rosser's deposition testimony must be consistent with the opinions, methodologies, and conclusions set forth in her written report. If she identifies any errors, omissions, or adjustments that need to be made to the report prior to the deposition, those must be addressed with counsel well in advance so that any necessary corrections or supplements can be served. An unexplained inconsistency between the report and the deposition testimony will be exploited by opposing counsel at trial.

No Speculation Outside Expertise. Dr. Rosser should not speculate about matters outside her expertise. She should not opine on the legal interpretation of the TSA provisions, the legal characterization of the termination as valid or invalid, the subjective intent or motive of Stonefield's management, or other matters that fall outside the scope of her economic analysis. If pressed on such topics, she should clearly and firmly state that the question is outside the scope of her expertise and her expert engagement.

B. Handling Draft Report Questions

The discoverability of expert draft reports and attorney-expert communications was substantially modified by the 2010 amendments to Federal Rule of Civil Procedure 26(b)(4). Under the current rule:

Draft Reports — FRCP 26(b)(4)(B). Drafts of expert reports are protected from discovery as work product, regardless of the form in which the draft is recorded. This protection applies to all drafts, including preliminary analyses, outlines, and earlier versions of the final report. Accordingly, opposing counsel should not be permitted to obtain copies of Dr. Rosser's draft reports or the redline comments prepared by Patrick Gallagher on August 15, 2023.

However, the fact that drafts are protected from production does not mean that opposing counsel cannot ask questions about the drafting process during the deposition. Opposing counsel may ask whether Dr. Rosser's opinions changed between the draft and final versions of her report, whether counsel suggested changes to her conclusions, and whether the final report reflects her independent judgment or the preferences of counsel.

Dr. Rosser should be prepared to address these questions as follows. Patrick Gallagher's comments on the draft report (dated August 15, 2023) requested clarification on three tables in the report and suggested additional analysis of VTS's failure to seek replacement freight as part of the mitigation discussion. These comments were in the nature of questions and suggestions for additional rigor, not instructions to alter substantive conclusions. Dr. Rosser should explain that any changes between the draft and final versions of her report were the result of her own continued analysis, refinement, and quality control, not direction from counsel regarding the substance of her opinions. She should state clearly that all opinions in her final report are her own and that she stands behind each of them.

Attorney-Expert Communications — FRCP 26(b)(4)(C). Communications between Dr. Rosser and C&H attorneys are generally protected from discovery, with three enumerated exceptions:

(i) Communications relating to the expert's compensation for the study or testimony;

(ii) Communications identifying facts or data that counsel provided and that the expert considered in forming her opinions; and

(iii) Communications identifying assumptions that counsel provided and that the expert relied upon in forming her opinions.

Dr. Rosser should be prepared to answer questions falling within these three exceptions candidly and completely. With respect to compensation, she should disclose her hourly rate ($625 per hour), Mr. Chung's rate ($375 per hour), and total billings to date (approximately $214,300 through September 2023). With respect to facts and data provided by counsel, she should be prepared to identify the documents, data, and information that C&H provided to her for use in her analysis (many of which are listed in the document review list in Section V above). With respect to assumptions, she should be prepared to identify any assumptions that were provided by counsel — for example, the assumption that the force majeure invocation was valid — and to distinguish between assumptions provided by counsel and analytical judgments made by Dr. Rosser in the exercise of her expert discretion.

[TO BE COMPLETED — a full assessment of the current state of FRCP 26(b)(4) case law in the Southern District of New York is required to confirm the scope of these protections and to identify any recent decisions that may affect the analysis. Of particular concern is whether the S.D.N.Y. has adopted any local interpretations of the 2010 amendments that are more or less protective than the rule text suggests.]

C. Specific Anticipated Difficult Questions and Suggested Frameworks

[TO BE COMPLETED — This section was to contain detailed question-and-answer frameworks for the most challenging anticipated cross-examination topics. The following preliminary frameworks have been developed; additional frameworks are needed.]

1. "Isn't it true that your alternative damages figure of $8.2 million assumes facts most favorable to your client?"

Suggested Framework: Dr. Rosser should explain that the $8.2 million figure does not assume facts most favorable to Stonefield. Rather, it represents the upper bound of a range of potential damages that extends from $0 (under the primary opinion that the termination was valid for cause) to $8.2 million (under the alternative wrongful termination scenario). The $8.2 million figure itself incorporates assumptions that are favorable to Vantor — for example, it assumes that VTS is entitled to some measure of lost profits, that VTS's prior performance failures do not fully bar recovery, and that the force majeure adjustment is applied. Each of the adjustments Dr. Rosser applied (mitigation, margin correction, volume offset, breach reduction) is independently supported by objective data and accepted economic methodologies. The figure is not "cherry-picked" for advocacy purposes; it reflects a rigorous economic analysis that yields a dramatically different result than Dr. Trask's analysis because it uses more accurate data and more appropriate methodologies.

2. "Did counsel instruct you to reach the conclusion that the liquidated damages clause is disproportionate?"

Suggested Framework: Dr. Rosser should answer clearly: No. Counsel did not instruct her to reach any particular conclusion. The disproportionality analysis follows from the quantitative comparison of actual demonstrable damages to the contractual formula output under Section 14.2. When the liquidated damages formula produces a figure ($67.23 million) that is approximately eight times greater than the maximum actual damages ($8.2 million) that can be demonst

CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166
MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT THIS DOCUMENT WAS PREPARED IN ANTICIPATION OF LITIGATION AND IS PROTECTED FROM DISCLOSURE UNDER THE WORK PRODUCT DOCTRINE. DO NOT DISTRIBUTE WITHOUT AUTHORIZATION.
TO: File (Matter No. 1012-00005)
FROM: Patrick Gallagher, Lead Associate, Litigation (General)
DATE: September 2023 (Commenced; Not Completed — See Status Below)
RE: Preparation of Dr. Evelyn Rosser (Kensington Analytics Group LLC) for Anticipated Expert Deposition — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
DOCUMENT NO.: 94
STATUS: DRAFT — INCOMPLETE. Work on this memorandum was suspended following Caldwell Royce & Shapiro LLP's Motion to Withdraw as counsel for Vantor Holdings Corp. (filed October 3, 2023, granted October 18, 2023) and the subsequent dormancy of the case. Expert discovery deadlines (originally January 12, 2024 per the Case Management Order entered February 17, 2023) were stayed by the Court pending Vantor's retention of new counsel. As of the most recent docket check (January 6, 2025, conducted by Helen Tsao), the case remains dormant and no substitute counsel has entered an appearance on behalf of Vantor. Sections marked "[TO BE COMPLETED]" indicate areas requiring further development if the case resumes and expert depositions are rescheduled.
I. PURPOSE AND SCOPE OF MEMORANDUM
The purpose of this memorandum is to prepare Dr. Evelyn Rosser, Managing Director of Kensington Analytics Group LLC ("KAG"), located at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, for her anticipated deposition by plaintiff's counsel in the above-captioned matter. Dr. Rosser has been retained as Stonefield Logistics Group Inc.'s ("Stonefield" or "SLG") rebuttal damages and economics expert and is expected to be deposed regarding the opinions, methodologies, data, and conclusions set forth in her final rebuttal expert report.
Dr. Rosser was retained as Stonefield's rebuttal expert pursuant to an engagement letter dated October 28, 2022, executed by Samuel Eklund, Responsible Partner on this matter at Calderwood & Harkness LLP ("C&H"). The engagement letter sets forth KAG's scope of work, billing rates, and the terms and conditions governing the retention. On November 14, 2022, Patrick Gallagher provided KAG with a detailed expert scope memorandum outlining the key issues for Dr. Rosser's analysis, including (i) the quantification of damages claimed by Vantor Holdings Corp. ("Vantor" or "VHC") under the Transportation Services Agreement (Contract Ref. No. SLG-VTS-2019-0315, dated March 15, 2019) (the "TSA"), (ii) the rebuttal of the damages opinions offered by plaintiff's expert, Dr. Philip Trask of Trask Greystone & Associates, and (iii) the economic analysis relevant to the enforceability of the liquidated damages clause in Section 14.2 of the TSA.
Dr. Rosser's final rebuttal expert report — a comprehensive 48-page report, together with supporting exhibits, appendices, and workpapers — was served on Caldwell Royce & Shapiro LLP ("CRS"), counsel for Vantor at the time, via a cover letter from Patrick Gallagher addressed to Jason Whitford, Esq. of CRS, on August 25, 2023. The report was served in accordance with the deadlines established in the Case Management Order entered by the Honorable Margaret T. Delgado on February 17, 2023 (the "CMO"). Dr. Rosser was assisted in her analysis by Michael Chung, Senior Analyst at Kensington Analytics, who performed data processing, statistical computations, and financial modeling under Dr. Rosser's supervision and direction. Mr. Chung may be subject to examination regarding his specific analytical contributions, and his potential deposition is addressed separately below.
This memorandum was being prepared in anticipation of a deposition that was expected to be noticed by CRS during the expert discovery period, which under the CMO was scheduled to close on January 12, 2024. Based on prior communications with opposing counsel and the typical cadence of expert discovery in matters of this complexity, we had anticipated that Dr. Rosser's deposition would be noticed for a date in the November to December 2023 timeframe. However, as noted above, CRS filed its Motion to Withdraw as counsel for Vantor on October 3, 2023, and the motion was granted on October 18, 2023. The Court subsequently stayed all discovery deadlines pending Vantor's retention of substitute counsel. As of the date of the most recent docket review, no substitute counsel has appeared and the case remains dormant.
Accordingly, this memorandum remains incomplete. Sections marked "[TO BE COMPLETED]" indicate areas that require further development, analysis, and refinement if and when the case resumes and expert depositions are rescheduled. All work product contained herein should be preserved in the matter file for potential future use.
II. DEPOSITION LOGISTICS (PRELIMINARY / PLACEHOLDER)
The following logistical details are preliminary and subject to change based on the status of the case and the identity of any substitute counsel retained by Vantor. Many of these details were never finalized due to the suspension of expert discovery.
Anticipated Deposition Date. Dr. Rosser's deposition has not yet been noticed. Under the original CMO, the expert discovery deadline was January 12, 2024. Based on this timeline and the typical practice of deposing rebuttal experts after initial expert depositions are completed, we had anticipated that Dr. Rosser's deposition would be scheduled in the November through December 2023 timeframe. This estimate is now moot pending case reactivation. If the case resumes, the Court will presumably set a new scheduling order with revised expert discovery deadlines, and the deposition will need to be noticed and scheduled in accordance with those revised deadlines.
Deposing Counsel. The deposition was originally anticipated to be conducted by Harrison Caldwell and/or Jason Whitford of Caldwell Royce & Shapiro LLP, 1 Liberty Plaza, 22nd Floor, New York, New York 10006. Mr. Whitford served as the primary point of contact for expert discovery matters and had been handling the exchange of expert reports. Mr. Caldwell, the named partner and lead trial counsel for Vantor, was expected to participate in expert depositions given his hands-on approach observed during fact discovery. However, following CRS's withdrawal from representation on October 18, 2023, and Vantor's failure to retain substitute counsel, the identity of deposing counsel is now unknown. If Vantor retains new counsel and expert depositions are rescheduled, this section will need to be updated with the identity and known practices of the new opposing counsel.
Location. The deposition location was never finalized. By custom and prior agreement between the parties during fact discovery, depositions in this case have been conducted at the offices of counsel for the party producing the witness. Accordingly, Dr. Rosser's deposition would likely be held at either (a) the offices of Calderwood & Harkness LLP, 200 Park Avenue, 38th Floor, New York, New York 10166, or (b) KAG's offices at 1700 Market Street, Suite 2800, Philadelphia, Pennsylvania 19103, depending on the preference of the parties and their agreement. Given Dr. Rosser's schedule and the convenience of having C&H attorneys present for the defense, the C&H New York offices would be the preferred location, though we would accommodate KAG's preference if Dr. Rosser prefers to be deposed in Philadelphia.
Defending Attorney. Samuel Eklund, Responsible Partner on this matter, is anticipated to serve as the defending attorney at Dr. Rosser's deposition. Mr. Eklund has substantial experience defending expert depositions in complex commercial litigation and is thoroughly familiar with Dr. Rosser's report and opinions. Patrick Gallagher will attend as second chair to assist with document management, real-time research, and note-taking. If needed, an additional associate may attend to assist with logistics.
Duration. Under Federal Rule of Civil Procedure 30(d)(1), the deposition is limited to one day of seven hours. Given the complexity of the economic analyses at issue and the breadth of Dr. Rosser's three principal opinions, opposing counsel may seek a stipulation to extend beyond seven hours. C&H's preliminary position is to decline any such stipulation absent a showing of good cause, as seven hours should be more than sufficient for a focused examination of rebuttal opinions. This position will be discussed with Mr. Eklund and confirmed closer to the deposition date.
Pre-Deposition Preparation Session. A full-day preparation session with Dr. Rosser should be scheduled at least three to five business days before the deposition date. This session should include a comprehensive review of the report, anticipated examination topics, document review, and a mock cross-examination exercise. The detailed agenda for this preparation session is outlined in Section VII below. [TO BE COMPLETED — scheduling is dependent on case reactivation.]
III. OVERVIEW OF DR. ROSSER'S REBUTTAL EXPERT REPORT
A. Summary of Opinions
Dr. Rosser's final rebuttal expert report, comprising 48 pages exclusive of exhibits and appendices, was served on CRS on August 25, 2023. The report was prepared in rebuttal to the expert report of Dr. Philip Trask of Trask Greystone & Associates, which was served on behalf of Vantor on May 15, 2023. Dr. Rosser's report contains three principal opinions, each of which is summarized below and will form the core of opposing counsel's examination.
1. Primary Opinion — Termination Valid for Cause: $0 in Damages.
Dr. Rosser's primary opinion addresses the scenario in which the Court determines that Stonefield's termination of the TSA (Contract Ref. No. SLG-VTS-2019-0315) was valid "for Cause" under Section 13.1(a) of the agreement. Under this scenario, Dr. Rosser opines that Vantor is entitled to zero dollars in damages. This conclusion rests on the straightforward contractual and economic analysis that a valid for-Cause termination triggers no obligation under the liquidated damages provision set forth in Section 14.2 of the TSA — the liquidated damages clause, by its express terms, applies only in the event of a termination that is "not for Cause or not for the reasons set forth in Section 13.1(a) through 13.1(d)." Furthermore, a valid for-Cause termination eliminates the factual predicate for any lost profits claim, because a party that was properly terminated for its own material breach has no entitlement to the profits it would have earned during the unexpired term of the contract. Dr. Rosser's analysis of VTS's performance data during the relevant period, particularly the Q4 2021 performance metrics, provides the economic foundation supporting the factual predicate for this opinion. This opinion is contingent upon the Court's legal determination regarding the validity of the termination, a question Dr. Rosser appropriately leaves for the Court.
2. Alternative Opinion — Wrongful Termination Scenario: Maximum Damages of $8.2 Million.
Dr. Rosser's second opinion addresses the alternative scenario — assumed arguendo — in which the Court determines that Stonefield's termination was not valid for Cause and therefore constituted a breach of the TSA by Stonefield. Under this scenario, Dr. Rosser opines that the maximum damages recoverable by Vantor are $8.2 million, a figure dramatically lower than the $95.4 million in total damages claimed by Dr. Trask (consisting of $67.23 million in liquidated damages, $18.7 million in lost profits, and $9.47 million in consequential damages). The $8.2 million figure reflects a market-based lost profits calculation that incorporates the following adjustments, each of which is supported by documentary evidence and economic analysis set forth in the report:
Deduction for Vantor's Own Prior Material Breaches. Dr. Rosser's analysis accounts for VTS's own material performance failures preceding the termination, including (a) the unilateral reduction of 85 tractors dedicated to SLG freight in October 2021, as documented in the Milescu-to-Vantorovich email dated November 12, 2021 (Bates No. VHC-008417), and (b) VTS's failure to meet all five Service Level Objectives ("SLOs") during Q4 2021, as reflected in the VTS Q4 2021 Performance Report. Specifically, VTS's on-time pickup rate was 78.2% (against an SLO of 95%), on-time delivery was 81.6% (against an SLO of 95%), tender acceptance was 71.4% (against an SLO of 90%), equipment availability was 62% (against an SLO of 85%), and cargo claims ratio was 1.07% (against an SLO of no greater than 0.50%). These performance failures constituted independent grounds for termination under the TSA and, from an economic perspective, reduce or eliminate VTS's entitlement to damages for the remaining contract term.
Deduction for Vantor's Failure to Mitigate Damages. Dr. Rosser's report analyzes the freight market conditions prevailing during Q1 and Q2 of 2022, the period immediately following the March 2, 2022 termination. The data show that the freight market during this period was exceptionally robust, with spot rates elevated approximately 35% above historical five-year averages. Despite these favorable conditions, Vantor made no meaningful effort to replace the freight volume lost from the SLG account. Dr. Rosser concludes that VTS's failure to pursue readily available replacement revenue opportunities constitutes a failure to mitigate damages, and her calculation reduces recoverable damages accordingly.
Application of Proper Operating Margin Data. Dr. Rosser's analysis utilizes VTS's actual operating margin on SLG freight, which was approximately 5.8%, as derived from VTS's own internal financial records produced during discovery (particularly the supplemental production of June 22, 2023, encompassing Bates-stamped documents VHC-029001 through VHC-033218). Dr. Trask, by contrast, used a 12% operating margin in his lost profits calculation. Dr. Rosser's report demonstrates that the 12% figure reflects Vantor's company-wide blended margin across all accounts and is not representative of the profitability of the SLG-specific freight. Using the blended margin inflates VTS's claimed damages by more than 100% relative to the account-specific calculation.
Volume Shortfall Offset. Dr. Rosser's analysis accounts for the fact that Stonefield's force majeure-adjusted volume tenders during Contract Year 2 ("CY2") actually exceeded the adjusted Annual Committed Volume ("ACV") by $10.2 million ($31.8 million in actual tenders against a $21.6 million adjusted ACV). This overage partially offsets any claimed volume shortfall in Contract Year 3 ("CY3"), because the TSA must be evaluated holistically over its term, and any over-performance in CY2 reduces the net economic loss attributable to the termination.
Taking all of these adjustments into account, Dr. Rosser concludes that the maximum recoverable lost profits, under the most favorable assumptions for Vantor, are $8.2 million. This figure represents the upper bound of a range; the lower bound is $0, consistent with Dr. Rosser's primary opinion regarding a valid for-Cause termination.
3. Liquidated Damages Unenforceability Support: Disproportionality Analysis.
Dr. Rosser's third opinion addresses the economic analysis relevant to the enforceability of the liquidated damages clause in Section 14.2 of the TSA. Under the formula set forth in that section, the liquidated damages amount triggered by the termination would be $67.23 million, consisting of $64.8 million for the two full remaining years of the TSA term plus $2.43 million for the 27-day partial year. Dr. Rosser opines that this figure is grossly disproportionate to any actual harm that VTS could demonstrate, using her $8.2 million maximum alternative damages figure as the benchmark for comparison. The resulting ratio — approximately 8:1 between the liquidated damages amount and the maximum demonstrable actual damages — supports a finding that the clause operates as an unenforceable penalty under New York law. Dr. Rosser is careful in her report to limit her testimony to the economic analysis underpinning this conclusion, and she appropriately defers to the Court on the ultimate legal determination of enforceability.
B. Key Analytical Methodologies
Dr. Rosser's report employs the following principal analytical methodologies, each of which should be anticipated as a subject of examination during the deposition:
Lost Profits Analysis — Discounted Cash Flow Model. Dr. Rosser constructed a discounted cash flow ("DCF") model to estimate VTS's lost profits from the SLG account for the remaining term of the TSA. The model is grounded in VTS's actual historical financial performance on SLG freight, as reflected in VTS's internal financial records, rather than projected or hypothetical margins. The DCF model applies the 5.8% account-specific operating margin to projected revenue for the remaining contract term, discounted to present value using a weighted average cost of capital derived from industry comparables and VTS's own capital structure. This methodology is standard in commercial damages analysis and is consistent with generally accepted principles in forensic economics.
Market-Based Mitigation Analysis. To assess VTS's duty to mitigate damages, Dr. Rosser performed a market-based mitigation analysis comparing VTS's available fleet capacity (approximately 650 owned tractors and 2,100 trailers, plus additional capacity available through owner-operator relationships) against available freight market opportunities during Q1 through Q3 of 2022. This analysis relied on publicly available freight market indices, spot rate data from industry publications, and carrier demand metrics to demonstrate that VTS had ample opportunity to redeploy its fleet and replace a substantial portion of the SLG volume within approximately 90 days of the termination.
Operating Margin Analysis. Dr. Rosser performed a detailed margin analysis using VTS's own internal financial records obtained through discovery, with particular emphasis on the documents produced in the supplemental production of June 22, 2023 (Bates Nos. VHC-029001 through VHC-033218). These records enabled Dr. Rosser to isolate the operating margin attributable specifically to the SLG freight account, as distinguished from VTS's company-wide blended margin. This analysis is central to Dr. Rosser's critique of Dr. Trask's use of the inflated 12% blended margin.
Comparative Liquidated Damages Analysis. Dr. Rosser performed a comparative analysis of the liquidated damages formula output under Section 14.2 ($67.23 million) against actual demonstrable damages under various scenarios. This analysis provides the quantitative foundation for the penalty argument, demonstrating the degree of disproportionality between the stipulated sum and any reasonable estimate of actual harm.
C. Supporting Materials Relied Upon
Dr. Rosser's report identifies the following categories of materials as having been considered and relied upon in forming her opinions. These materials will also be relevant to deposition preparation, as opposing counsel will likely probe the extent and nature of Dr. Rosser's reliance on each:
1. The Transportation Services Agreement (Contract Ref. No. SLG-VTS-2019-0315, dated March 15, 2019), together with all schedules, exhibits, and amendments thereto, including Schedule C (Exclusivity/Primary Lanes).
2. The VTS Q4 2021 Performance Report, an internal VTS document produced during discovery, which sets forth VTS's performance against the five SLOs for the fourth quarter of 2021.
3. VTS financial statements for fiscal years 2019 through 2022, including income statements, balance sheets, and segment-level reporting.
4. The Milescu-to-Vantorovich email dated November 12, 2021 (Bates No. VHC-008417), in which Sandra Milescu, VTS's Vice President of Operations, communicated the decision to pull 85 tractors off SLG-dedicated lanes and redeploy them to other accounts.
5. Fleet redeployment records from VTS's supplemental production, documenting the redirection of the 85 tractors from SLG lanes to the Northwind Distribution Co. account.
6. Stonefield freight tender data for Contract Years 1 through 3, including volume, lane-level data, and rate information.
7. Freight market indices and spot rate data for Q1 through Q3 2022, sourced from industry publications and publicly available databases.
8. Dr. Philip Trask's expert report, served on behalf of Vantor on May 15, 2023, together with all exhibits and appendices thereto.
9. Deposition transcripts of: Derek Pruitt (Stonefield's Director of Carrier Procurement), taken July 10, 2023; Raymond Hess (Stonefield's Vice President of Supply Chain Operations), taken July 27, 2023; and Sandra Milescu (Vantor's Vice President of Operations), taken August 4, 2023.
10. The Cure Notice issued by Stonefield to Vantor on January 18, 2022, and Vantor's written response thereto dated February 14, 2022.
11. The Ashford Meridian LLP rate adjustment analysis memorandum, dated February 2022, analyzing the anticipated 14.3% rate increase under Section 5.3 of the TSA.
IV. ANTICIPATED AREAS OF EXAMINATION BY OPPOSING COUNSEL
This section identifies and analyzes the areas most likely to be explored by opposing counsel during Dr. Rosser's deposition. For each area, this memorandum sets forth the anticipated lines of questioning, the relevant facts and documents, and preliminary guidance for Dr. Rosser's responses. Specific Q&A frameworks for the most challenging questions are to be developed in Section VI.C below. [Note: Section VI.C is partially completed.]
A. Qualifications and Bias
Opposing counsel can be expected to devote a substantial portion of the deposition to probing Dr. Rosser's qualifications and exploring potential bias. This is standard practice in expert depositions and is designed both to test the foundation for Dr. Rosser's opinions and to develop a record for potential Daubert challenges or for use at trial in cross-examination.
Qualifications. Dr. Rosser holds a Ph.D. in economics from the University of Pennsylvania and has over twenty years of experience in transportation economics, logistics, and commercial damages analysis. She has served as a testifying expert in approximately thirty prior engagements and has published peer-reviewed articles on freight market dynamics and contract damages quantification in the transportation sector. Opposing counsel will explore the boundaries of her expertise, particularly with respect to operational trucking matters (as distinguished from economic analysis), and may attempt to argue that certain of her opinions — for example, the 90-day mitigation timeline — require operational expertise she does not possess. Dr. Rosser should be prepared to clearly delineate her expertise in transportation economics from operational trucking management, and to explain that her mitigation analysis relies on objective economic data regarding market conditions, not operational judgments about how to run a trucking fleet.
Prior Engagements and Potential Bias. Opposing counsel will almost certainly inquire into Dr. Rosser's history of engagements to establish a pattern of defense-side retention and potential bias toward defendants. We should prepare Dr. Rosser to address the following anticipated lines of inquiry:
• Prior retentions by Calderwood & Harkness LLP: Dr. Rosser should disclose any prior engagements by C&H. If this is her first engagement by C&H, she should state so. If there have been prior engagements, she should be prepared to identify them and explain that each engagement involved independent analysis and opinions.
• Retentions by Ridgeline Capital Partners portfolio companies: Because Stonefield is a Ridgeline portfolio company, opposing counsel may seek to establish a pattern of retentions by entities affiliated with Ridgeline. Dr. Rosser should be prepared to identify any such prior engagements and to explain that each was independent.
• Frequency of defense-side versus plaintiff-side engagements: Opposing counsel will attempt to characterize Dr. Rosser as a "professional defense expert." She should be prepared to provide an accurate accounting of her defense-side and plaintiff-side engagements over a relevant time period (e.g., the past ten years) and to explain that the mix of her work reflects market demand for her expertise, not a predisposition toward any particular outcome.
• Compensation: This is a mandatory area of disclosure under FRCP 26(b)(4)(C), and opposing counsel will probe it thoroughly. Dr. Rosser should be prepared to answer straightforwardly. Her hourly rate is $625 per hour. Michael Chung's rate is $375 per hour. Total KAG billings on this engagement through approximately September 2023 are $214,300, with a projected total of $240,000 to $260,000 if depositions proceed. Dr. Rosser should confirm that she is compensated for her time and expertise, not for reaching any particular conclusion.
Dr. Rosser should be coached to address bias allegations with candor and without defensiveness. The most effective response to bias questioning is a straightforward acknowledgment that she is being compensated for her time and expertise, coupled with a clear statement that her opinions are based on the data, the documents, and accepted analytical methodologies, and that she would reach the same conclusions regardless of which party retained her.
B. Methodology Challenges (Daubert Considerations)
Although the primary Daubert risk in this case lies with Dr. Trask's methodology — and C&H has separately analyzed potential Daubert challenges to Dr. Trask's report (see Daubert Motion Research Memorandum dated September 5, 2023, prepared by Patrick Gallagher, and the related strategic memorandum dated September 18, 2023, prepared by Samuel Eklund) — opposing counsel may attempt to use the deposition to lay the groundwork for a Daubert motion against Dr. Rosser as well. The following areas represent the most likely points of methodological challenge.
1. Operating Margin Calculation: 5.8% Versus 12%.
This is likely to be the most heavily contested methodological issue in the deposition. Dr. Trask's report uses a 12% operating margin to calculate VTS's lost profits from the SLG account. Dr. Rosser's report demonstrates that this 12% figure reflects Vantor's company-wide blended margin across all accounts and business lines, rather than the margin specifically attributable to SLG freight. Using VTS's own internal financial records — particularly the account-level profitability data produced in the supplemental production of June 22, 2023 (Bates Nos. VHC-029001 through VHC-033218) — Dr. Rosser derived an account-specific operating margin of approximately 5.8% for the SLG freight.
Opposing counsel will challenge this figure on multiple grounds. First, counsel may argue that the internal financial records on which Dr. Rosser relies are unreliable because they involve cost allocation methodologies that are internally inconsistent or that were not prepared for use in litigation. Second, counsel may argue that the blended margin is the more appropriate measure because VTS's fleet and overhead costs are not neatly divisible by account and that any attempt to isolate account-specific margins involves subjective allocation decisions. Third, counsel may attempt to argue that the 5.8% margin reflects a period of depressed performance caused by VTS's own temporary operational issues, and that a normalized margin would be higher.
Dr. Rosser should be prepared to walk through her margin analysis step by step, identifying the specific financial records she relied upon, explaining the cost allocation methodology she applied, and articulating why account-specific margins are the appropriate measure for a lost profits analysis of a specific contract. She should be prepared to explain that the use of a company-wide blended margin, as Dr. Trask employed, systematically overstates damages because it attributes high-margin revenue from other accounts to the SLG contract, which was a lower-margin, high-volume dedicated account. She should also be prepared to address any limitations in the underlying data and to explain why those limitations do not undermine the reliability of her conclusions.
2. Mitigation Analysis Assumptions.
Dr. Rosser's mitigation analysis assumes that VTS could have replaced a significant portion of the SLG freight volume within approximately 90 days of the March 2, 2022 termination, based on the exceptionally favorable freight market conditions prevailing during that period. Opposing counsel will challenge the feasibility of this replacement timeline on several grounds. Counsel may argue that replacing dedicated contract freight with spot market loads is not a one-for-one substitution; that spot market revenue is inherently less reliable and less profitable than contract revenue; that VTS's fleet and driver base were configured for the specific lane characteristics of the SLG account and could not readily be redeployed; and that the 90-day timeline is unrealistic given the complexities of carrier onboarding, lane qualification, and customer relationship development.
Dr. Rosser should be prepared to defend her 90-day timeline by citing specific market data, including elevated spot rates (approximately 35% above historical five-year averages), high carrier demand metrics from industry sources, and the well-documented carrier shortage during Q1 and Q2 2022 that created strong demand for available capacity. She should also emphasize that VTS was not a small carrier lacking market presence — VTS operated an existing fleet of approximately 650 owned tractors and 2,100 trailers, plus capacity available through owner-operator relationships, and had an established presence in the freight market. The question is not whether VTS could have replaced every dollar of SLG revenue on identical terms, but whether VTS took reasonable steps to mitigate its losses by pursuing available replacement revenue — and the evidence shows it did not.
3. Volume Shortfall Offset Methodology.
Dr. Rosser's report adjusts her damages calculation to account for Stonefield's excess volume tenders during CY2. Specifically, Stonefield's actual tenders during CY2, adjusted for the force majeure period (April through September 2020), were $31.8 million, which exceeded the adjusted ACV of $21.6 million by $10.2 million. Dr. Rosser's methodology offsets this CY2 overage against any claimed CY3 volume shortfall, on the theory that the economic relationship between the parties should be evaluated holistically over the contract term.
Opposing counsel will challenge this offset methodology on two fronts. First, counsel will challenge the force majeure adjustment itself, arguing that Stonefield's invocation of the force majeure clause (Section 12.1 of the TSA) was improper, that the force majeure conditions did not justify the full six-month period from April through September 2020, or that the adjustment should be applied differently. Second, counsel will argue that the TSA establishes annual volume commitments that cannot be offset across contract years — i.e., that an overage in CY2 does not excuse a shortfall in CY3 because each year's commitment is independent.
Dr. Rosser should be prepared to defer legal questions regarding the validity of Stonefield's force majeure invocation to counsel. Her role is not to opine on whether the force majeure clause was properly invoked; rather, her calculation methodology assumes the force majeure adjustment is valid, and she calculates damages on that basis. If asked to calculate damages without the force majeure adjustment, she should be prepared to identify the specific impact on her figures and the resulting range. With respect to the cross-year offset argument, Dr. Rosser should explain her economic rationale — that from a damages perspective, the question is the total economic loss suffered by VTS over the remaining contract term, and that excess performance in one period must be considered in evaluating the net impact of any shortfall in a subsequent period.
C. Specific Damages Categories — Anticipated Cross-Examination
1. Liquidated Damages ($67.23 Million)
Dr. Rosser's opinion that the liquidated damages figure of $67.23 million is grossly disproportionate to any actual harm is a central component of her report and can be expected to draw extensive cross-examination. Opposing counsel will approach this topic from multiple angles.
Reasonableness at the Time of Contracting. Opposing counsel will argue that the 75% multiplier applied in the liquidated damages formula in Section 14.2 was the product of negotiation between sophisticated commercial parties, both of which were represented by experienced counsel — Ashford Meridian LLP for Stonefield and Vantor's own outside counsel — at the time the TSA was executed on March 15, 2019. Counsel will argue that the parties' agreement to this formula at arms' length reflects a reasonable estimate of anticipated damages at the time of contracting, and that Dr. Rosser's after-the-fact comparison to actual damages is improper under New York law, which evaluates liquidated damages clauses based on the parties' expectations at contract formation, not with the benefit of hindsight.
Dr. Rosser should be prepared to address this line of questioning by explaining the economic principles underlying her disproportionality analysis. Under New York law, while reasonableness is assessed at the time of contracting, a dramatic disproportion between the stipulated sum and actual damages can itself constitute evidence of unreasonableness. The approximately 8:1 ratio between the $67.23 million liquidated damages figure and Dr. Rosser's $8.2 million maximum actual damages estimate is so extreme as to call into question whether the formula ever constituted a reasonable estimate of anticipated harm, or whether it was instead designed to function as a deterrent to termination — i.e., a penalty. Dr. Rosser should be prepared to explain this distinction while acknowledging that the ultimate legal determination of enforceability is for the Court.
Comparison of Figures. Opposing counsel will press Dr. Rosser on the comparison between her alternative damages figure of $8.2 million and the $67.23 million liquidated damages amount. Counsel may argue that the 8:1 ratio is misleading because Dr. Rosser's $8.2 million figure already incorporates aggressive assumptions in Stonefield's favor (e.g., the mitigation reduction, the margin reduction, the volume offset), and that a more neutral damages estimate would narrow the ratio considerably. Dr. Rosser should be prepared to explain that even using more conservative assumptions — for example, eliminating the mitigation reduction or using a higher margin figure — the ratio between liquidated damages and actual damages remains extreme and supports the disproportionality conclusion.
Role of the Expert Versus the Court. Dr. Rosser should be prepared to draw a clear line between her role as an economist and the Court's role as the ultimate arbiter of legal enforceability. She can testify to the quantitative analysis — the comparison of stipulated damages to actual damages, the ratio between the two, and the economic implications of that ratio. She should not opine on the legal standard for enforceability of liquidated damages clauses under New York law or on the ultimate legal conclusion. If pressed on whether she is "telling the Court" that the clause is unenforceable, she should clarify that she is providing the economic analysis that the Court may consider in making that determination.
2. Lost Profits ($18.7 Million per Trask)
Dr. Trask's report claims lost profits of $18.7 million for VTS based on the remaining term of the TSA. Dr. Rosser's rebuttal concludes that lost profits, properly calculated using appropriate methodologies and data, would be substantially less than $18.7 million and in any event are subsumed within and far less than the liquidated damages claim. Moreover, Dr. Rosser's report notes that Vantor cannot recover both liquidated damages and lost profits for the same injury, as this would result in an impermissible double recovery.
Dr. Rosser should be prepared to address the following topics in connection with the lost profits claim:
Proper Operating Margin. As discussed above, Dr. Rosser's use of the 5.8% account-specific operating margin versus Dr. Trask's 12% blended margin is the single largest driver of the difference between their respective lost profits calculations. Dr. Rosser should be prepared to explain, with reference to specific financial records, how she derived the 5.8% figure and why it is more accurate for purposes of evaluating lost profits on the SLG contract specifically.
Volume Reduction for Market Softening. Dr. Rosser's analysis reduces the projected future volume of SLG freight tenders based on evidence of market softening in the latter half of 2021 and into 2022. Specifically, SLG's own revenue declined from $1.42 billion in fiscal year 2021 to $1.28 billion in fiscal year 2022, a decline of approximately 9.9%. Freight volumes were declining industry-wide during this period. Dr. Rosser's report adjusts the projected volume of freight that Stonefield would have tendered to VTS during the remaining term of the TSA to reflect this declining trend, which further reduces VTS's claimed lost profits. Dr. Trask's report, by contrast, assumes that SLG freight volumes would have remained at CY1/CY2 levels throughout the remaining term, an assumption Dr. Rosser characterizes as unsupported by the market evidence.
Duplicative Recovery. Dr. Rosser should be prepared to explain, from an economic perspective, why claiming both liquidated damages and lost profits for the same injury is duplicative. The liquidated damages clause is designed to serve as a substitute for a lost profits calculation — it provides a predetermined measure of damages in lieu of the complex fact-intensive inquiry that a lost profits analysis entails. Allowing recovery of both the stipulated sum and actual lost profits would result in overcompensation for the same economic harm. This is a point on which the economic analysis and the legal analysis converge, and Dr. Rosser should be prepared to articulate the economic principles while deferring to counsel on the legal characterization.
3. Consequential Damages Components
Dr. Trask's report includes three categories of consequential damages totaling $9.47 million: stranded assets ($5.2 million), workforce reduction costs ($2.87 million), and mitigation costs ($1.4 million). Dr. Rosser's report addresses each of these categories from an economic perspective, noting that they are consequential in nature and subject to the mutual waiver of consequential damages in Section 15.1 of the TSA.
Beyond the legal waiver issue — which is for the Court to resolve — Dr. Rosser's report explains that from an economics perspective, these categories of damages overlap with and are already reflected in a properly constructed lost profits calculation. Stranded asset costs, for example, are a component of the fixed cost structure that is already captured in the operating margin analysis. Workforce reduction costs similarly represent a reallocation of fixed costs that would be captured in any comprehensive DCF model. And mitigation costs, by definition, are costs incurred in an effort to reduce losses and should be netted against, not added to, a lost profits claim.
Dr. Rosser should be prepared to explain these economic principles clearly and accessibly during the deposition, while deferring to counsel on the legal characterization of these damages categories under Section 15.1 of the TSA. She should avoid making legal conclusions about the scope or applicability of the consequential damages waiver.
D. VTS's Own Breaches and Causation
A significant component of Dr. Rosser's damages analysis is the incorporation of VTS's own prior material breaches of the TSA as a factor reducing or eliminating recoverable damages. Specifically, Dr. Rosser's report identifies two categories of VTS conduct that she factors into her analysis: (1) VTS's unilateral reduction of 85 dedicated tractors from SLG lanes in October 2021, and (2) VTS's failure to meet all five SLOs during Q4 2021.
Opposing counsel can be expected to challenge Dr. Rosser on whether she made an independent legal determination that VTS's conduct constituted a "material breach" of the TSA. This is a critical area for preparation, because Dr. Rosser should not be making legal conclusions about breach, materiality, or the order of breach. Rather, she should clarify that she assumed the factual predicate from the evidentiary record — including the Milescu November 12, 2021 email (VHC-008417), the VTS Q4 2021 Performance Report, and the fleet redeployment records — and incorporated that factual record into her economic analysis. The performance data speak for themselves: on-time pickup at 78.2% (SLO: 95%), on-time delivery at 81.6% (SLO: 95%), tender acceptance at 71.4% (SLO: 90%), equipment availability at 62% (SLO: 85%), and cargo claims ratio at 1.07% (SLO: ≤0.50%). Whether these failures constitute a "material breach" as a matter of law is for the Court to determine; Dr. Rosser's role is to quantify the economic consequences.
Opposing counsel will also test whether Dr. Rosser's damages model is sensitive to alternative assumptions about VTS's conduct. Specifically, counsel will ask whether her damages figure would change if the Court were to find that VTS's conduct did not constitute a material breach, or that VTS's conduct was excused, or that the first material breach was Stonefield's termination rather than VTS's performance failures. Dr. Rosser should be prepared to identify the specific adjustments her model would require under each of these alternative scenarios and the resulting damages range. This is an area where preparation is essential to avoid surprises during the deposition — Dr. Rosser should be able to articulate, with specificity, how the removal of the breach-related deductions would affect her $8.2 million figure and what the adjusted figure would be.
E. Rate Adjustment Motive
Opposing counsel will very likely probe whether Dr. Rosser considered the anticipated rate increase under Section 5.3 of the TSA as evidence that Stonefield's termination was economically motivated rather than performance-driven. The Ashford Meridian rate adjustment analysis memorandum, dated February 2022, analyzed the rate increase that would have taken effect on April 1, 2022, under the TSA's annual rate adjustment mechanism. The projected increase was 14.3%, from $2.87 per mile to $3.28 per mile, which would have increased Stonefield's annual transportation costs on the VTS account by approximately $6.2 million. The timing of the termination — March 2, 2022, approximately one month before the rate increase would have taken effect — is likely to be a central theme of Vantor's case.
This area requires careful preparation. Dr. Rosser should be clear that her assignment was damages quantification, not an assessment of Stonefield's motive for terminating the TSA. She was not asked to opine on, and did not opine on, whether Stonefield terminated the TSA to avoid the rate increase, to punish VTS for poor performance, or for any other reason. Questions of motive and intent are factual matters outside the scope of her expert engagement.
That said, Dr. Rosser should explain that the anticipated rate increase is relevant to one aspect of her analysis: it affects the projected cost of VTS's performance under the TSA for the remaining term, and therefore affects the calculation of VTS's potential lost profits. Dr. Rosser's DCF model accounts for the rate increase as part of the revenue projection for the remaining contract term. The rate increase would have increased VTS's revenue (and thus its potential lost profits) on SLG freight. Dr. Rosser incorporated this factor into her analysis. She should not, however, be drawn into speculation about Stonefield's subjective intent or whether the rate increase was the "real reason" for the termination.
Dr. Rosser should be coached to draw a firm boundary on this topic: "My analysis addresses the economic quantification of damages. The question of why Stonefield terminated the agreement is a factual question that is outside the scope of my expert opinions." If pressed, she should repeat this boundary clearly and without elaboration.
V. DOCUMENT REVIEW LIST FOR PREPARATION SESSION
The following is a comprehensive list of documents that Dr. Rosser should review prior to the pre-deposition preparation session. These documents include the materials she relied upon in preparing her report, as well as additional materials that may be the subject of questioning during the deposition. Dr. Rosser should be thoroughly familiar with each of these documents and should be prepared to discuss them in detail.
1. Dr. Rosser's Final Rebuttal Expert Report (served August 25, 2023) — 48 pages, including all text, tables, charts, and footnotes.
2. All Exhibits and Appendices to the Rebuttal Report — including all supporting schedules, data tables, and demonstrative exhibits referenced in or attached to the report.
3. All Underlying Workpapers and Data Files — including spreadsheets, financial models, data inputs, calculation files, and any other work product generated by Dr. Rosser and Michael Chung in connection with the preparation of the report. Dr. Rosser should be able to explain the construction and methodology of each workpaper and to reproduce key calculations if questioned.
4. Dr. Philip Trask's Expert Report (served May 15, 2023) — together with all exhibits and appendices thereto. Dr. Rosser should be prepared to identify and explain each point of disagreement with Dr. Trask's methodology, data, and conclusions.
5. The Transportation Services Agreement (Contract Ref. No. SLG-VTS-2019-0315, dated March 15, 2019) — with particular attention to the following provisions:
• Section 5.3 (Rate Adjustment Mechanism)
• Section 12.1 (Force Majeure)
• Section 13.1 (Termination for Cause)
• Section 13.2 (Cure Notice)
• Section 14.2 (Liquidated Damages)
• Section 15.1 (Consequential Damages Waiver)
• Schedule C (Exclusivity/Primary Lanes)
6. KAG Engagement Letter (dated October 28, 2022) — Dr. Rosser should be familiar with the terms of her engagement, including her scope of work and compensation terms, as these will be subject to questioning.
7. Expert Scope Memorandum from C&H (dated November 14, 2022, from Patrick Gallagher) — outlining the key issues for Dr. Rosser's analysis. Dr. Rosser should be prepared to discuss the scope of her engagement and any instructions she received.
8. Memorandum to KAG re Trask Report Rebuttal Issues (dated May 25, 2023) — this memorandum from C&H identified specific issues in Dr. Trask's report for Dr. Rosser's attention in preparing her rebuttal.
9. Patrick Gallagher's Comments on Draft Rebuttal Report (dated August 15, 2023, redline version) — see Section VI.B below regarding preparation for questions about draft reports and attorney comments. [Note: privilege implications of this document require further analysis; see discussion below.]
10. Milescu-to-Vantorovich Email (dated November 12, 2021; Bates No. VHC-008417) — documenting VTS's decision to pull 85 tractors off SLG-dedicated lanes.
11. Kirkwood-to-Medina Email (dated September 22, 2021) — referenced in the case record; Dr. Rosser should be familiar with this document even though she did not rely on it in her report, as opposing counsel may use it during the deposition to probe her understanding of Stonefield's decision-making process.
12. VTS Q4 2021 Performance Report — the internal VTS document setting forth performance against all five SLOs during Q4 2021.
13. Cure Notice (dated January 18, 2022) and Vantor Response (dated February 14, 2022) — these documents are central to the termination-for-cause analysis and Dr. Rosser's primary opinion.
14. Ashford Meridian Rate Adjustment Analysis Memorandum (dated February 2022) — analyzing the anticipated 14.3% rate increase and its projected cost impact.
15. Deposition Transcripts:
• Derek Pruitt (Stonefield Director of Carrier Procurement) — July 10, 2023
• Raymond Hess (Stonefield Vice President of Supply Chain Operations) — July 27, 2023
• Sandra Milescu (Vantor Vice President of Operations) — August 4, 2023
16. Communications Between Dr. Rosser/Michael Chung and C&H Attorneys — These communications should be reviewed for privilege purposes. Under FRCP 26(b)(4)(C), as amended in 2010, communications between an attorney and a retained expert are generally protected from discovery, with three exceptions: communications relating to (i) the expert's compensation, (ii) facts or data provided by counsel that the expert considered in forming opinions, and (iii) assumptions provided by counsel that the expert relied upon in forming opinions. Dr. Rosser should be prepared to answer questions falling within these exceptions while understanding that the broader scope of attorney-expert communications is protected. [TO BE COMPLETED — a full assessment of the current state of FRCP 26(b)(4) case law in the S.D.N.Y. is needed to confirm the scope of protection and to identify any risks.]
17. VTS Financial Statements Relied Upon in Analysis — including all income statements, balance sheets, segment reports, and account-level profitability data from the supplemental production (Bates Nos. VHC-029001 through VHC-033218).
18. Freight Market Data and Indices Cited in the Report — including spot rate data, carrier demand metrics, and any industry publications or databases referenced in Dr. Rosser's mitigation analysis.
VI. KEY PREPARATION POINTS AND COACHING NOTES
A. General Deposition Conduct
The following general guidance should be reviewed with Dr. Rosser during the preparation session. While Dr. Rosser has prior experience as a testifying expert, it is essential to reinforce these principles in the context of this specific engagement, given the complexity of the issues and the aggressive style of cross-examination that was anticipated from Harrison Caldwell (and may be replicated by any substitute counsel).
Listen Carefully to Each Question. Dr. Rosser should listen to each question in its entirety before beginning her answer. She should not anticipate where a question is going or begin formulating a response before the question is complete. If a question is unclear, compound, or ambiguous, she should ask for clarification rather than guessing at the intended meaning.
Answer Only the Question Asked. Expert witnesses, particularly those with deep subject matter expertise, have a natural tendency to provide comprehensive explanations that go beyond the scope of the question. While thoroughness is a virtue in report writing, it can be a liability in a deposition. Dr. Rosser should answer the specific question asked and then stop. If opposing counsel wants additional detail, they will ask follow-up questions. Volunteering information that was not requested provides opposing counsel with additional avenues of inquiry and may inadvertently create inconsistencies or concessions.
Do Not Volunteer Information. This principle is closely related to the preceding point but bears separate emphasis. Dr. Rosser should not volunteer facts, documents, analyses, or opinions that were not specifically requested. She should not offer to "explain" something unless asked to do so, and she should not preview her analysis of topics that have not yet been raised.
Defer Legal Conclusions to Counsel. If a question calls for a legal conclusion — for example, "Was VTS's termination valid for cause?" or "Is the liquidated damages clause enforceable?" — Dr. Rosser should decline to answer and explain that the question calls for a legal determination that is outside the scope of her expertise as an economist. She can describe the economic analysis that is relevant to such questions, but she should not purport to render legal opinions.
Maintain Composure Under Aggressive Cross-Examination. Expert depositions can be contentious, and opposing counsel may employ tactics designed to frustrate, confuse, or provoke the witness. Dr. Rosser should maintain a calm, professional demeanor throughout the deposition, regardless of the tone or approach of opposing counsel. She should not become argumentative, defensive, or combative. If she feels that opposing counsel is mischaracterizing her testimony or her report, she should calmly and clearly correct the mischaracterization without escalating the exchange.
Consistency with Written Report. Dr. Rosser's deposition testimony must be consistent with the opinions, methodologies, and conclusions set forth in her written report. If she identifies any errors, omissions, or adjustments that need to be made to the report prior to the deposition, those must be addressed with counsel well in advance so that any necessary corrections or supplements can be served. An unexplained inconsistency between the report and the deposition testimony will be exploited by opposing counsel at trial.
No Speculation Outside Expertise. Dr. Rosser should not speculate about matters outside her expertise. She should not opine on the legal interpretation of the TSA provisions, the legal characterization of the termination as valid or invalid, the subjective intent or motive of Stonefield's management, or other matters that fall outside the scope of her economic analysis. If pressed on such topics, she should clearly and firmly state that the question is outside the scope of her expertise and her expert engagement.
B. Handling Draft Report Questions
The discoverability of expert draft reports and attorney-expert communications was substantially modified by the 2010 amendments to Federal Rule of Civil Procedure 26(b)(4). Under the current rule:
Draft Reports — FRCP 26(b)(4)(B). Drafts of expert reports are protected from discovery as work product, regardless of the form in which the draft is recorded. This protection applies to all drafts, including preliminary analyses, outlines, and earlier versions of the final report. Accordingly, opposing counsel should not be permitted to obtain copies of Dr. Rosser's draft reports or the redline comments prepared by Patrick Gallagher on August 15, 2023.
However, the fact that drafts are protected from production does not mean that opposing counsel cannot ask questions about the drafting process during the deposition. Opposing counsel may ask whether Dr. Rosser's opinions changed between the draft and final versions of her report, whether counsel suggested changes to her conclusions, and whether the final report reflects her independent judgment or the preferences of counsel.
Dr. Rosser should be prepared to address these questions as follows. Patrick Gallagher's comments on the draft report (dated August 15, 2023) requested clarification on three tables in the report and suggested additional analysis of VTS's failure to seek replacement freight as part of the mitigation discussion. These comments were in the nature of questions and suggestions for additional rigor, not instructions to alter substantive conclusions. Dr. Rosser should explain that any changes between the draft and final versions of her report were the result of her own continued analysis, refinement, and quality control, not direction from counsel regarding the substance of her opinions. She should state clearly that all opinions in her final report are her own and that she stands behind each of them.
Attorney-Expert Communications — FRCP 26(b)(4)(C). Communications between Dr. Rosser and C&H attorneys are generally protected from discovery, with three enumerated exceptions:
(i) Communications relating to the expert's compensation for the study or testimony;
(ii) Communications identifying facts or data that counsel provided and that the expert considered in forming her opinions; and
(iii) Communications identifying assumptions that counsel provided and that the expert relied upon in forming her opinions.
Dr. Rosser should be prepared to answer questions falling within these three exceptions candidly and completely. With respect to compensation, she should disclose her hourly rate ($625 per hour), Mr. Chung's rate ($375 per hour), and total billings to date (approximately $214,300 through September 2023). With respect to facts and data provided by counsel, she should be prepared to identify the documents, data, and information that C&H provided to her for use in her analysis (many of which are listed in the document review list in Section V above). With respect to assumptions, she should be prepared to identify any assumptions that were provided by counsel — for example, the assumption that the force majeure invocation was valid — and to distinguish between assumptions provided by counsel and analytical judgments made by Dr. Rosser in the exercise of her expert discretion.
[TO BE COMPLETED — a full assessment of the current state of FRCP 26(b)(4) case law in the Southern District of New York is required to confirm the scope of these protections and to identify any recent decisions that may affect the analysis. Of particular concern is whether the S.D.N.Y. has adopted any local interpretations of the 2010 amendments that are more or less protective than the rule text suggests.]
C. Specific Anticipated Difficult Questions and Suggested Frameworks
[TO BE COMPLETED — This section was to contain detailed question-and-answer frameworks for the most challenging anticipated cross-examination topics. The following preliminary frameworks have been developed; additional frameworks are needed.]
1. "Isn't it true that your alternative damages figure of $8.2 million assumes facts most favorable to your client?"
Suggested Framework: Dr. Rosser should explain that the $8.2 million figure does not assume facts most favorable to Stonefield. Rather, it represents the upper bound of a range of potential damages that extends from $0 (under the primary opinion that the termination was valid for cause) to $8.2 million (under the alternative wrongful termination scenario). The $8.2 million figure itself incorporates assumptions that are favorable to Vantor — for example, it assumes that VTS is entitled to some measure of lost profits, that VTS's prior performance failures do not fully bar recovery, and that the force majeure adjustment is applied. Each of the adjustments Dr. Rosser applied (mitigation, margin correction, volume offset, breach reduction) is independently supported by objective data and accepted economic methodologies. The figure is not "cherry-picked" for advocacy purposes; it reflects a rigorous economic analysis that yields a dramatically different result than Dr. Trask's analysis because it uses more accurate data and more appropriate methodologies.
2. "Did counsel instruct you to reach the conclusion that the liquidated damages clause is disproportionate?"
Suggested Framework: Dr. Rosser should answer clearly: No. Counsel did not instruct her to reach any particular conclusion. The disproportionality analysis follows from the quantitative comparison of actual demonstrable damages to the contractual formula output under Section 14.2. When the liquidated damages formula produces a figure ($67.23 million) that is approximately eight times greater than the maximum actual damages ($8.2 million) that can be demonst

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MEMORANDUM

DOCUMENT NO.: 94

I. PURPOSE AND SCOPE OF MEMORANDUM

II. DEPOSITION LOGISTICS (PRELIMINARY / PLACEHOLDER)

III. OVERVIEW OF DR. ROSSER'S REBUTTAL EXPERT REPORT

IV. ANTICIPATED AREAS OF EXAMINATION BY OPPOSING COUNSEL

V. DOCUMENT REVIEW LIST FOR PREPARATION SESSION

VI. KEY PREPARATION POINTS AND COACHING NOTES

Record

Parties

Dates

Amounts