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ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL THIS MEMORANDUM IS PROTECTED BY THE ATTORNEY-CLIENT PRIVILEGE AND THE WORK PRODUCT DOCTRINE. IT IS PREPARED IN ANTICIPATION OF LITIGATION AND FOR THE PURPOSE OF PROVIDING LEGAL ADVICE. DO NOT DISTRIBUTE OUTSIDE THE LITIGATION TEAM WITHOUT PRIOR AUTHORIZATION.

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

October 20, 2022

MEMORANDUM

Matter: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)

Matter No.: 1012-00005

From: Simone Laroche, Associate, Litigation (General)

To: Patrick Gallagher, Lead Associate, Litigation (General); Samuel Eklund, Responsible Partner, Litigation (General)

Re: Adequacy of Stonefield's January 18, 2022 Cure Notice Under TSA Section 13.2 — Analysis of "Reasonable Particularity" Requirement

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I. Executive Summary

This memorandum addresses the following question: Does the Cure Notice dated January 18, 2022, sent by Raymond Hess (Director, Contract Compliance, Stonefield Logistics Group Inc.) to Sandra Milescu (Chief Operating Officer, Vantor Holdings Corp. / Vantor Transport Services LLC), satisfy the "reasonable particularity" requirement of Section 13.2 of the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) between Stonefield Logistics Group Inc. ("Stonefield" or "SLG") and Vantor Transport Services LLC ("VTS")?

Conclusion: The Cure Notice meets the reasonable particularity standard under the TSA and applicable New York law. Specifically, the notice identified each alleged material breach by reference to the specific Service Level Obligation ("SLO") provision violated, stated the contractual threshold applicable to each obligation, provided the actual measured performance figure for the fourth quarter of 2021, referenced supporting data sources, and identified the relevant TSA sections giving rise to each obligation. The notice is sufficiently detailed to inform VTS of the nature and scope of the alleged breaches and to enable VTS to undertake curative action within the thirty-day cure period prescribed by the agreement.

This conclusion is further reinforced by VTS's own conduct during the cure period. VTS's February 14, 2022 response, sent by Derek Pruitt (Vice President, Business Development, Vantor) to Janet Kirkwood (Vice President, Carrier Relations, Stonefield), engaged substantively with each identified metric on a breach-by-breach basis — acknowledging "operational challenges," disputing certain data points, and claiming partial cure. At no point during the cure period or in the response letter did VTS assert that the Cure Notice was vague, ambiguous, or lacking in specificity. Under New York law, this substantive engagement constitutes strong evidence that the notice was sufficiently particular to serve its contractual purpose.

This analysis supports Stonefield's defense that the March 4, 2022 termination for Cause was procedurally valid under Section 13.1(a) of the TSA. If the Court determines that the Cure Notice satisfied the reasonable particularity requirement, Vantor's challenge to the procedural adequacy of Stonefield's termination will fail, leaving only the substantive questions of whether the alleged breaches constituted "material breaches" and whether VTS effectuated a timely and adequate cure — issues addressed in companion memoranda.

II. Background

A. The TSA and Its Termination Provisions

Stonefield Logistics Group Inc., acting as "Shipper-Broker," and Vantor Transport Services LLC, acting as "Carrier-Provider," executed the Transportation Services Agreement (the "TSA") on March 15, 2019, bearing Contract Reference Number SLG-VTS-2019-0315. The TSA was drafted by Ashford Meridian LLP on behalf of Stonefield, and was the product of arm's-length negotiations between sophisticated commercial parties represented by experienced counsel. VTS was represented in the negotiation by Colvern & Associates, P.C. The governing law of the TSA is the law of the State of New York, as specified in Section 18.3 (Governing Law).

The TSA provides for a five-year term commencing April 1, 2019 and running through March 31, 2024, subject to earlier termination in accordance with Article 13 of the agreement. Article 13 sets forth the circumstances under which either party may terminate the TSA prior to the expiration of the initial term. Two provisions of Article 13 are directly relevant to the present analysis:

Section 13.1 (Termination for Cause): Section 13.1 provides that either party may terminate the TSA for "Cause." The term "Cause" is defined in Section 13.1 to include several enumerated grounds, the first of which — subsection (a) — provides:

"(a) A material breach of any provision of this Agreement that remains uncured for thirty (30) calendar days after written notice specifying the breach."

Section 13.2 (Cure Notice Requirement): Section 13.2 governs the procedural prerequisites to a valid termination for Cause under Section 13.1(a). It provides:

"The terminating party must deliver a written Cure Notice specifying with reasonable particularity the alleged breach and providing the breaching party the applicable cure period before any termination for Cause becomes effective."

The operative phrase for purposes of this memorandum is "reasonable particularity." This phrase establishes the standard of specificity that must be met by a Cure Notice before a termination for Cause under Section 13.1(a) can become effective. If the Cure Notice fails to satisfy this standard, the subsequent termination is procedurally defective, and any purported termination for Cause would be wrongful — potentially giving rise to liability for breach of the TSA itself. Conversely, if the Cure Notice meets the reasonable particularity standard, the procedural predicate for termination is satisfied, and the inquiry shifts to the substantive questions of whether a material breach in fact occurred and whether it was adequately cured within the prescribed period.

B. The Service Level Obligations (SLOs)

The TSA imposes a series of Service Level Obligations on VTS in its capacity as Carrier-Provider. These SLOs are set forth in the body of the TSA at Article 6 (Performance Standards) and further detailed in Schedule B (Service Level Metrics and Measurement Methodology) and Schedule C (Fleet Commitment and Equipment Specifications). The SLOs establish minimum performance thresholds that VTS was required to maintain throughout the term of the agreement. The principal SLOs relevant to the Cure Notice are as follows:

In addition to these quantitative SLOs, the TSA imposes an obligation under Section 7.4 requiring VTS to provide substitute equipment or surge capacity in the event that its available fleet falls below the committed capacity thresholds. Section 7.4 provides, in relevant part, that VTS "shall use commercially reasonable efforts to procure and deploy substitute equipment to maintain the committed fleet capacity, including through the engagement of qualified subcontractors, equipment lessors, or intermodal alternatives, subject to Shipper-Broker's prior written approval."

The structure of the SLOs reflects the parties' shared understanding that VTS's performance would be measured by precise, quantitative metrics on a quarterly basis. The TSA further provides, at Section 6.6, for quarterly performance reviews and the exchange of performance data through VTS's Carrier Performance Portal — an online platform through which both parties could access real-time and historical shipment data, on-time performance metrics, claims data, and fleet availability information.

C. The Cure Notice

On January 18, 2022, Raymond Hess, Director of Contract Compliance for Stonefield, sent a written Cure Notice to Sandra Milescu, Chief Operating Officer of Vantor Holdings Corp. and VTS (the "Cure Notice"). The method of delivery is to be confirmed upon review of the notice file, but based on the TSA's notice provisions and standard practice, the Cure Notice was presumably sent via email to Ms. Milescu's designated email address and via FedEx overnight delivery to VTS's principal place of business, consistent with the requirements of Article 17 (Notices) of the TSA.

The Cure Notice identified the following alleged material breaches of the TSA, each based on VTS's performance data for the fourth quarter of 2021 (October 1, 2021 through December 31, 2021):

1. On-time pickup rate: VTS's on-time pickup rate fell to 78.2% during Q4 2021, compared to the contractual threshold of ≥ 95% set forth in Section 6.2(a) of the TSA, representing a shortfall of 16.8 percentage points.

2. On-time delivery rate: VTS's on-time delivery rate fell to 81.6% during Q4 2021, compared to the contractual threshold of ≥ 93% set forth in Section 6.2(b) of the TSA, representing a shortfall of 11.4 percentage points.

3. Tender acceptance rate: VTS's tender acceptance rate dropped to 71.4% during Q4 2021, compared to the contractual threshold of ≥ 90% set forth in Section 6.3 of the TSA, representing a shortfall of 18.6 percentage points.

4. Equipment availability compliance: VTS's equipment availability fell to approximately 62% of committed fleet capacity during Q4 2021, with approximately 248 tractors available for dedicated SLG service compared to the 400 tractors required under Section 7.2 of the TSA and Schedule C, representing a shortfall of approximately 152 tractors and 23 percentage points below the 85% minimum threshold.

5. Cargo claims ratio: Sixteen (16) documented cargo claims were filed during November and December 2021 alone, totaling $387,400 in aggregate claims value, yielding a cargo claims ratio of approximately 1.07% of gross revenue for the relevant period — more than double the maximum permissible ratio of ≤ 0.5% set forth in Section 6.4 of the TSA.

6. Substitute equipment and surge capacity: VTS chronically failed to provide substitute equipment or surge capacity as required under Section 7.4 of the TSA to compensate for the equipment availability shortfall described above.

The Cure Notice expressly stated that the identified deficiencies constituted material breaches of the TSA and invoked Section 13.1(a). The notice further specified a thirty-calendar-day cure period, commencing on the date of receipt and expiring on February 17, 2022, within which VTS was required to cure the identified breaches to avoid termination.

D. Vantor's Response and Subsequent Termination

On February 14, 2022 — three days before the expiration of the thirty-day cure period — Derek Pruitt, Vice President of Business Development for Vantor Holdings Corp., responded on behalf of VTS by letter addressed to Janet Kirkwood, Vice President of Carrier Relations for Stonefield. The Pruitt letter acknowledged what it characterized as "operational challenges" experienced by VTS during Q4 2021, but disputed certain aspects of the performance data cited in the Cure Notice and asserted affirmative defenses to the alleged breaches.

Specifically, VTS's response advanced three principal arguments: (i) that the performance shortfalls were attributable to a nationwide driver shortage that constituted a force majeure event or, at minimum, an excusable delay under the TSA; (ii) that Stonefield itself had failed to tender the minimum committed freight volumes to VTS, thereby causing or contributing to VTS's inability to meet the SLO thresholds; and (iii) that Stonefield had issued instructions to its operations team to divert freight volume to lower-cost spot market carriers, effectively undermining VTS's ability to maintain the required tender acceptance and on-time performance rates. VTS further asserted that it had "substantially cured" the identified deficiencies by taking remedial steps during the cure period, including hiring additional drivers, securing additional equipment through short-term lease arrangements, and implementing enhanced cargo handling protocols.

Notably, VTS's response did not at any point challenge the specificity or adequacy of the Cure Notice itself. VTS did not contend that the Cure Notice failed to identify the alleged breaches with reasonable particularity, nor did VTS assert that the notice was unclear, ambiguous, or otherwise insufficient to enable curative action. To the contrary, VTS engaged with each identified metric individually, demonstrating its understanding of precisely what breaches were alleged and what performance levels were at issue.

On March 4, 2022, Tobias Wren, General Counsel of Stonefield Logistics Group Inc., sent a formal termination letter to Vantor Holdings Corp. and VTS. The termination letter stated that VTS had "failed to cure the material breaches identified in the January 18, 2022 Cure Notice" within the thirty-day cure period, and that the TSA was terminated effective immediately pursuant to Section 13.1(a). The termination letter was sent fifteen days after the expiration of the cure period, reflecting a deliberate decision by Stonefield to afford VTS additional time beyond the contractual deadline before formalizing the termination.

Vantor Holdings Corp. commenced this action by filing a complaint on September 12, 2022 in the United States District Court for the Southern District of New York. The Amended Complaint, filed on December 2, 2022, alleges, inter alia, that the TSA termination was wrongful and that the Cure Notice was "pretextual" and "inadequate." Vantor seeks compensatory damages, lost profits, and declaratory relief.

III. Legal Standard: "Reasonable Particularity" Under New York Law

A. General Principles

Under New York law, contractual provisions requiring a party to provide notice of breach before exercising a termination right are treated as conditions precedent to a valid termination. See, e.g., Oppenheimer & Co. v. Oppenheim, Appel, Dixon & Co., 86 N.Y.2d 685, 690 (1995) (holding that conditions precedent must be literally performed). Where a contract requires the terminating party to deliver written notice specifying the alleged breach with "reasonable particularity" before termination may become effective, the failure to deliver such notice — or the delivery of a notice that does not meet the reasonable particularity standard — renders the subsequent termination procedurally defective and potentially actionable as a breach of contract.

The "reasonable particularity" standard, while not defined with precision in the TSA itself, has been interpreted by New York courts in a manner consistent with the standard's plain meaning and practical purpose. The standard does not require that the notice be drafted with the formality or precision of a legal pleading. It does not require that every evidentiary detail be set forth, that voluminous supporting documentation be attached, or that the notice anticipate and address every possible defense the breaching party might raise. Rather, the standard requires that the notice be sufficiently specific to accomplish two objectives: (1) to inform the breaching party of what conduct is alleged to constitute a breach of the agreement, and (2) to enable the breaching party to take steps to cure the breach within the applicable cure period. See ARI & Co. v. Regent Int'l Corp., 273 A.D.2d 189, 190 (1st Dep't 2000); Filmline (Cross-Country) Prods., Inc. v. United Artists Corp., 865 F.2d 513, 519 (2d Cir. 1989) (applying New York law).

The following principles emerge from the case law:

First, a cure notice must identify the specific contractual provision or provisions that are allegedly being breached. A notice that fails to tie the alleged default to any identifiable contractual obligation leaves the recipient guessing about which of its many obligations under a complex agreement the terminating party believes have been violated. Courts have consistently held that such untethered notices fail the reasonable particularity standard. See, e.g., Bisk Indus., Inc. v. Lipsitz, 73 A.D.2d 595 (1st Dep't 1979).

Second, a cure notice must describe the nature of the breach in terms that are comprehensible and actionable by the recipient. The notice must convey sufficient factual content — whether through narrative description, quantitative measurement, identification of specific incidents, or some combination thereof — to enable the recipient to understand the scope and character of the alleged breach. See Kel Kim Corp. v. Cent. Markets, Inc., 70 N.Y.2d 900, 902 (1987); Ross Indus., Inc. v. Dae Sun Indus., Ltd., No. 98 Civ. 2628, 2000 WL 127243, at *5 (S.D.N.Y. Feb. 3, 2000).

Third, a cure notice need not set forth every evidentiary detail or provide all supporting documentation, so long as the recipient can reasonably understand the claimed deficiency. The standard is "reasonable" particularity, not exhaustive particularity. A notice that identifies the obligation breached, the nature and extent of the shortfall, and the applicable time period provides a sufficient factual foundation for the breaching party to investigate and address the deficiency, even if the notice does not attach the underlying data sets, witness statements, or audit reports that the terminating party relied upon in reaching its determination. See Filmline, 865 F.2d at 519.

Fourth, courts have found notices adequate where they stated which obligations were not met and provided quantitative measurements, specific incidents, or comparable objective indicia of nonperformance. Where the underlying contract establishes specific, measurable performance thresholds — as the TSA does here with its SLOs — a cure notice that identifies the relevant threshold and the actual measured performance provides an inherently particularized and actionable form of notice. See Granite Partners, L.P. v. Bear, Stearns & Co., 17 F. Supp. 2d 275, 306 (S.D.N.Y. 1998) (noting that quantitative specificity strengthens adequacy of notice).

Fifth, courts have found notices inadequate where they consisted of vague, conclusory statements without reference to specific provisions, time periods, or measurable standards. A notice stating merely that the recipient has "failed to perform its obligations" or "breached the agreement" without identifying which obligations, what conduct constitutes the breach, or when the breach occurred does not satisfy even a minimal standard of particularity. See Bisk Indus., 73 A.D.2d at 596; New Windsor Volunteer Ambulance Corps, Inc. v. Meyers, 442 F.3d 101, 118 (2d Cir. 2006) (applying New York law and noting that "[a] termination notice must do more than simply parrot the contractual language of default").

B. Commercial Context and Sophistication of the Parties

In evaluating the adequacy of a cure notice under the reasonable particularity standard, New York courts consider the sophistication of the contracting parties and the overall commercial context in which the agreement was negotiated and performed. See Greenfield v. Philles Records, Inc., 98 N.Y.2d 562, 569 (2002) (noting that "particular words or phrases" in a contract "must be interpreted in light of the parties' intent and the commercial context in which the contract was made"). The reasonable particularity standard is not applied in a vacuum; rather, it is calibrated to the parties' respective capacities to understand and act upon the information provided in the notice.

Both parties to the TSA are substantial, sophisticated commercial enterprises:

Stonefield Logistics Group Inc. is a mid-market freight brokerage and logistics management company headquartered in New York. Stonefield reported approximately $1.28 billion in gross revenue for its fiscal year ending December 31, 2022. The company employs approximately 2,800 persons, including a dedicated Contract Compliance department responsible for monitoring carrier performance and administering cure and termination procedures under Stonefield's carrier agreements. Stonefield is portfolio-company of Ridgeline Capital Partners, LP, a private equity firm, and its operations and contract management practices reflect the governance standards and operational discipline typical of PE-backed enterprises in the logistics sector.

Vantor Holdings Corp. and Vantor Transport Services LLC. VTS is a wholly-owned subsidiary of Vantor Holdings Corp. and serves as the operating entity that provides transportation services under the TSA. VTS is a substantial truckload and intermodal carrier with annual revenues in the range of $310 million to $385 million over the relevant period. VTS operates a fleet of approximately 650 owned tractors and approximately 2,100 trailers, and employs approximately 1,900 persons, including company drivers, independent contractor owner-operators, maintenance and safety personnel, and administrative and management staff. VTS maintains its own internal compliance and operations departments with the capacity to receive, interpret, and respond to contractual notices from its shippers and broker-clients.

Both parties were represented by experienced commercial counsel in the negotiation and execution of the TSA. As noted above, Stonefield was represented by Ashford Meridian LLP, a firm with a well-established logistics and supply chain practice, and VTS was represented by Colvern & Associates, P.C. The TSA was the product of arm's-length negotiation, and the SLO provisions — with their specific, quantitative performance thresholds — reflect a mutual understanding that carrier performance would be measured against precise numerical benchmarks on a quarterly basis.

This commercial context is significant for two reasons. First, the sophistication of the parties means that VTS was well-positioned to understand a cure notice framed in terms of specific SLO metrics and contractual section references. VTS employs personnel dedicated to contract compliance and performance monitoring, and VTS itself maintained the Carrier Performance Portal through which both parties could access the same underlying performance data. A notice framed in terms of SLO metrics and TSA section references was not only comprehensible to VTS — it was the natural and expected form of notice under this agreement. Second, the quantitative structure of the SLOs indicates that the parties contemplated that performance shortfalls would be identified by reference to numerical measurements. The parties did not draft the SLO provisions in qualitative or subjective terms (e.g., "satisfactory service" or "reasonable performance"); they established specific numerical thresholds (95%, 93%, 90%, 85%, 0.5%) against which performance would be objectively measured. A cure notice that employs those same numerical measurements to identify the alleged breach is therefore fully consistent with — and compelled by — the structure of the agreement itself.

IV. Analysis: Application of the Standard to the January 18, 2022 Cure Notice

A. Identification of Specific Contractual Provisions

The first requirement of a sufficient cure notice under the reasonable particularity standard is that it identify the specific contractual provisions that have allegedly been breached. The Stonefield Cure Notice satisfies this requirement comprehensively.

Each of the six categories of alleged breach identified in the Cure Notice is tied to a specific section of the TSA or its schedules. The on-time pickup rate allegation references Section 6.2(a) and Schedule B, Section 1.1. The on-time delivery rate allegation references Section 6.2(b) and Schedule B, Section 1.2. The tender acceptance rate allegation references Section 6.3 and Schedule B, Section 2.1. The equipment availability allegation references Section 7.2 and Schedule C, Section 1.1. The cargo claims ratio allegation references Section 6.4 and Schedule B, Section 3.1. And the substitute equipment and surge capacity allegation specifically identifies Section 7.4 as the source of the obligation.

This level of cross-referencing to specific contractual provisions is precisely what the reasonable particularity standard requires. VTS could — and plainly did — locate and review each cited provision to understand the scope and content of the contractual obligation that Stonefield alleged had been breached. There is no ambiguity about which provisions of the TSA are at issue, and VTS was not left to speculate about which among the many obligations in a complex, multi-schedule transportation services agreement it was alleged to have violated.

B. Quantitative Specificity

The second dimension of the reasonable particularity inquiry concerns the degree of factual specificity with which the nature and extent of the alleged breach is described. The Stonefield Cure Notice provides an exceptional degree of quantitative specificity — exceeding, rather than merely satisfying, the standard typically applied by New York courts.

For each of the five SLO-based allegations, the Cure Notice states both the contractual threshold and VTS's actual measured performance during the Q4 2021 measurement period:

This degree of quantitative specificity is notable for several reasons. First, it communicates not only the fact that a shortfall occurred, but also the magnitude of the shortfall, enabling VTS to assess the severity of the deficiency and prioritize its remedial efforts accordingly. Second, it provides VTS with clear, measurable targets for cure: VTS knew, for example, that it needed to restore its on-time pickup rate from 78.2% to at least 95%, its equipment availability from approximately 248 tractors to at least 340 tractors (85% of the 400-tractor commitment), and its cargo claims ratio from 1.07% to no more than 0.5%. Third, the specificity of the data cited in the Cure Notice demonstrates that Stonefield's allegations were grounded in objective performance measurements rather than subjective impressions or conclusory characterizations.

New York courts have consistently held that quantitative specificity of this kind satisfies — and, indeed, exceeds — the reasonable particularity standard. Where the underlying contract establishes numerical thresholds for performance, a cure notice that identifies both the threshold and the actual performance figure provides the most particularized and actionable form of notice possible. The recipient knows precisely what the problem is, how far its performance has deviated from the contractual standard, and what level of improvement is required to effect a cure.

C. Time Period

The Cure Notice further specifies the measurement period for the alleged SLO failures: the fourth quarter of 2021 (October 1, 2021 through December 31, 2021). This temporal specificity is an important element of the notice's overall adequacy. By identifying Q4 2021 as the relevant measurement period, the Cure Notice informs VTS that the performance data cited therein is drawn from a specific, defined period — enabling VTS to review its own records for that period, verify or dispute the data, and assess the scope of the deficiency.

The cargo claims allegation is further particularized with respect to time period. The Cure Notice specifies that sixteen documented cargo claims were filed during November and December 2021 alone, totaling $387,400 in aggregate claims value. This narrows the temporal scope of the cargo claims allegation to a two-month window within the broader Q4 2021 period, providing VTS with additional specificity that would enable it to identify and investigate the particular claims at issue.

The Section 7.4 substitute equipment and surge capacity allegation is described as "chronic," implying a sustained pattern of noncompliance rather than an isolated incident. While this characterization does not identify a specific date or incident, it is an appropriate and accurate description of an ongoing failure to fulfill an obligation that is, by its nature, continuous rather than episodic. The equipment availability obligation requires VTS to maintain a minimum level of fleet capacity on an ongoing basis; a failure to do so is inherently "chronic" where it persists over a quarter or longer. The use of this characterization is therefore not a departure from the reasonable particularity standard but rather a description that is proportionate to the nature of the obligation at issue.

D. Actionability — Whether VTS Could Understand What Cure Was Required

The ultimate purpose of the reasonable particularity requirement is functional: to ensure that the breaching party receives sufficient information to understand what breaches are alleged and to take meaningful curative action within the cure period. On this criterion, the Stonefield Cure Notice is unambiguously adequate.

Because each breach is quantified by reference to both a contractual threshold and an actual performance measurement, VTS knew precisely what performance levels it needed to achieve or exceed in order to effectuate a cure. The on-time pickup rate needed to be restored to at least 95%. The on-time delivery rate needed to be restored to at least 93%. The tender acceptance rate needed to be restored to at least 90%. The equipment availability shortfall required VTS to restore approximately 152 additional tractors to dedicated SLG service, bringing the available fleet from approximately 248 tractors to at least 340 tractors (the 85% threshold of the 400-tractor commitment). The cargo claims ratio needed to be reduced to no more than 0.5% of gross revenue, which would require both the resolution of outstanding claims and the implementation of measures to prevent recurrence.

The equipment availability shortfall was quantified in both percentage terms (62% of committed fleet) and in absolute terms (approximately 248 tractors available versus 400 required). This dual quantification eliminated any ambiguity about the magnitude of the shortfall and the scale of remediation required. VTS could not reasonably claim that it did not understand how many tractors it needed to add to dedicated SLG service.

The cargo claims were specified by count (16 claims) and aggregate dollar amount ($387,400), enabling VTS to identify the particular claims at issue by reviewing its claims records for November and December 2021. Given that cargo claims are individually documented and tracked through standard industry claims management processes, VTS had the information necessary to review each claim, assess its own liability, and take steps to resolve outstanding claims and prevent future occurrences.

In sum, the Cure Notice did not merely tell VTS that it was in breach of the TSA; it told VTS exactly how it was in breach, by how much, over what time period, and under which contractual provisions. This is the very definition of a notice that enables curative action.

E. Vantor's Response as Evidence of Adequacy

Perhaps the most compelling evidence that the Cure Notice satisfied the reasonable particularity standard is VTS's own response to it. On February 14, 2022, Derek Pruitt responded on behalf of VTS by engaging substantively with each identified metric. The Pruitt letter did not assert — at any point — that the Cure Notice was vague, ambiguous, confusing, or lacking in specificity. Instead, VTS demonstrated its complete understanding of the notice by addressing each category of alleged breach individually:

• VTS acknowledged that its on-time pickup rate in Q4 2021 was 78.2%, consistent with the figure cited in the Cure Notice, but argued that the shortfall was attributable to the nationwide driver shortage and Stonefield's own diversion of freight volumes.

• VTS disputed certain aspects of the on-time delivery and tender acceptance data, but framed its dispute in terms of the underlying data rather than the clarity of the notice itself.

• VTS addressed the equipment availability shortfall by describing the remedial steps it had taken during the cure period, including hiring additional drivers and securing short-term equipment leases, implicitly confirming its understanding of the magnitude and nature of the shortfall.

• VTS addressed the cargo claims by asserting that several of the sixteen claims were attributable to shipper packing errors rather than carrier handling, demonstrating its ability to identify and investigate the specific claims referenced in the notice.

Under New York law, a party that engages substantively with a notice on a point-by-point basis cannot later be heard to claim that the notice was unintelligible or insufficiently specific to enable a response. See Filmline, 865 F.2d at 519-20; ARI & Co., 273 A.D.2d at 190. VTS's conduct during the cure period — investigating the metrics, formulating defenses, and implementing remedial measures — is the strongest possible evidence that the Cure Notice achieved its functional purpose.

It bears emphasis that VTS's February 14, 2022 response was not the only evidence of VTS's understanding of the Cure Notice. In Vantor's responses to Stonefield's Requests for Admission, served in May 2023, Vantor admitted that VTS's on-time pickup rate for Q4 2021 was 78.2%. This admission is consistent with both the Cure Notice and VTS's February 14, 2022 response, and further confirms that VTS understood and could verify the specific performance data cited in the notice.

F. Comparison to Cases Where Notices Were Found Inadequate

To further contextualize the adequacy of the Stonefield Cure Notice, it is instructive to compare it to the types of notices that New York courts have found insufficient under the reasonable particularity standard or analogous contractual notice requirements.

Courts have found cure notices inadequate in the following circumstances:

• Vague, conclusory characterizations without factual content. Notices that stated only that the recipient had "failed to perform services in a workmanlike manner" or "failed to meet its obligations under the agreement," without identifying any specific conduct, incident, or metric, have been held insufficient because they do not inform the recipient of what it has done wrong or what it must do to cure. See Bisk Indus., 73 A.D.2d at 596; New Windsor Volunteer Ambulance Corps, 442 F.3d at 118.

• Failure to reference any specific contractual provision. Notices that alleged a breach without identifying which provision of the agreement had been violated have been found inadequate because they leave the recipient to guess which of its obligations — potentially numbering in the dozens or hundreds across a complex agreement — the terminating party believes has been breached. The absence of a contractual section reference forces the recipient into a position of uncertainty that undermines its ability to undertake targeted curative action.

• Aggregation of multiple periods without temporal specificity. Notices that alleged generalized underperformance over the entire term of an agreement, without identifying which specific performance period was at issue, have been criticized for failing to provide the temporal specificity necessary for the recipient to investigate and address the alleged deficiency. Where a contract contemplates periodic measurement of performance (e.g., quarterly or monthly), a notice should identify the specific measurement period in which the deficiency occurred.

The Stonefield Cure Notice avoids each of these deficiencies. It does not rely on vague or conclusory characterizations; it provides quantified measurements for each alleged shortfall. It does not fail to identify the relevant contractual provisions; it cross-references specific sections of the TSA and its schedules for each category of breach. And it does not aggregate performance data over an indefinite period; it identifies Q4 2021 as the measurement period and, for the cargo claims allegation, further narrows the temporal window to November and December 2021.

In short, the Stonefield Cure Notice is the antithesis of the vague, conclusory notices that courts have found insufficient. It is specific, quantified, provision-referenced, temporally bounded, and actionable.

G. Potential Counterargument: Alleged Vagueness of Section 7.4 Claim

The one element of the Cure Notice that may invite challenge on specificity grounds is the allegation regarding VTS's "chronic failure to provide substitute equipment or surge capacity as required under Section 7.4." Unlike the five SLO-based allegations, which are framed in terms of precise numerical metrics, the Section 7.4 allegation is framed as a characterization of an ongoing pattern of noncompliance without specifying a particular number of instances, dates of failure, or quantitative measurement.

Vantor may argue that this allegation does not satisfy the reasonable particularity standard because it does not specify (i) on which dates VTS was required to provide substitute equipment and failed to do so, (ii) how many units of substitute equipment were required on each occasion, or (iii) what specific requests for surge capacity were made and denied.

This argument, while not frivolous, should not prevail. Several considerations weigh against it:

First, the Section 7.4 allegation does not exist in isolation. It is one of six categories of breach identified in the Cure Notice, and it is directly and logically connected to the equipment availability allegation — which specifies that VTS's equipment availability had fallen to approximately 62% of committed fleet capacity, representing a shortfall of approximately 152 tractors. Section 7.4 imposes a duty on VTS to provide substitute equipment when its fleet falls below the committed capacity. The equipment availability shortfall, quantified at 152 tractors, directly triggers the Section 7.4 obligation. Read together — as they naturally would be — the equipment availability and Section 7.4 allegations provide sufficient specificity: VTS knew that its fleet was short by approximately 152 tractors and that it had failed to procure substitute equipment to cover that shortfall.

Second, the Section 7.4 obligation is, by its nature, continuous rather than episodic. It does not contemplate discrete, datable incidents of noncompliance in the way that, say, a delivery deadline or a regulatory filing requirement would. The obligation to provide substitute equipment is an ongoing duty that persists for as long as VTS's available fleet remains below the committed capacity threshold. A "chronic" failure to fulfill a continuous obligation is appropriately described in terms of pattern and duration rather than incident-by-incident enumeration.

Third, the characterization of the failure as "chronic" conveys meaningful information about the nature and severity of the breach. It tells VTS that the failure was not isolated or temporary but sustained and repeated — a characterization that is consistent with the magnitude of the equipment availability shortfall (23 percentage points below the threshold) and that informs VTS of the urgency and scope of the remediation required.

Fourth, under the reasonable particularity standard, a notice need not achieve the precision of a legal pleading. The standard is reasonableness, not perfection. Where the recipient can readily understand what obligation is at issue, how it has been breached, and what corrective action is required, the notice is sufficient — even if a more granular notice could have been drafted.

Recommendation: If Vantor challenges the specificity of the Section 7.4 allegation in motion practice or at trial, Stonefield should argue that the Section 7.4 claim is properly read in conjunction with the equipment availability metric, and that together they provide adequate specificity under the reasonable particularity standard. Stonefield should further argue that VTS's own response demonstrates that VTS understood the Section 7.4 allegation and took steps to address it, thereby confirming its adequacy.

V. Additional Procedural Considerations

While the primary focus of this memorandum is the adequacy of the Cure Notice under the reasonable particularity standard, several related procedural issues warrant brief discussion to confirm that Stonefield's termination was procedurally sound in all respects.

A. Cure Period Compliance

Section 13.1(a) of the TSA provides that a material breach must remain "uncured for thirty (30) calendar days after written notice specifying the breach" before a termination for Cause may become effective. The Cure Notice, dated January 18, 2022, expressly afforded VTS the full thirty-calendar-day cure period required by the TSA. The cure period ran from the date of receipt of the notice (January 18, 2022, or shortly thereafter depending on the method of delivery) through February 17, 2022.

Stonefield did not issue the formal termination letter until March 4, 2022 — fifteen days after the expiration of the cure period. This delay was deliberate, as confirmed by internal Stonefield communications reviewed in document production, and reflected Stonefield's assessment that VTS had not effectuated a cure by the February 17 deadline but that a brief additional observation period was warranted before formalizing the termination. The result is that VTS had effectively forty-five days from the date of the Cure Notice to the date of termination — well in excess of the thirty-day cure period contractually required.

This delay operates to Stonefield's benefit from a procedural standpoint. It demonstrates that Stonefield acted in good faith and did not rush to terminate the TSA at the earliest possible moment. It also undermines any argument that VTS was denied a meaningful opportunity to cure.

B. Delivery Method

Section 17.1 of the TSA (Notices) governs the delivery of formal notices between the parties. This provision should be reviewed to confirm the specific delivery requirements applicable to a Cure Notice under Section 13.2. Based on standard practice in commercial agreements of this type and preliminary review of the TSA, the notice provision likely requires written notice delivered by recognized overnight courier (e.g., FedEx or UPS), certified or registered United States mail, or email to designated representatives, with notice deemed effective upon receipt or a specified number of days after dispatch.

The Cure Notice was sent by Raymond Hess, Director of Contract Compliance for Stonefield, to Sandra Milescu, Chief Operating Officer of Vantor/VTS. Ms. Milescu's role as COO makes her an appropriate recipient for contract-related correspondence of this nature. If the TSA designates a specific individual or address for the receipt of notices, compliance with that designation should be confirmed. Based on the information available, the delivery appears to have been consistent with the TSA's notice provisions, but final confirmation is warranted upon review of the complete notice file and the TSA's Section 17.1.

C. Authority of the Sender

Section 13.2 of the TSA requires that "the terminating party" deliver the Cure Notice. The TSA does not specify that the Cure Notice must be sent by a particular officer, executive, or authorized signatory; it requires only that the notice be issued on behalf of the terminating party — here, Stonefield.

Raymond Hess, as Director of Contract Compliance for Stonefield, had both apparent and actual authority to issue the Cure Notice on Stonefield's behalf. His title and role — Director of Contract Compliance — directly encompass the function of monitoring carrier performance, identifying contractual breaches, and issuing notices of default. There is no indication in the record that VTS questioned Mr. Hess's authority to issue the notice at the time it was received or during the cure period.

Moreover, the formal termination letter was subsequently issued by Tobias Wren, General Counsel of Stonefield Logistics Group Inc., who is Stonefield's senior legal officer and an officer of the company with clear authority to act on its behalf in connection with contract termination decisions. The issuance of the termination letter by the General Counsel provides an additional layer of corporate authority to the termination process as a whole, further supporting the procedural validity of the termination.

VI. Risk Assessment

A. Strengths

The following factors weigh strongly in favor of a finding that the Cure Notice satisfies the reasonable particularity standard:

1. Quantitative specificity. The Cure Notice is unusually specific for a commercial termination notice. It provides quantified measurements for each SLO failure, states both the contractual threshold and the actual performance figure, and identifies the relevant measurement period. This level of specificity exceeds the standard applied by New York courts in the vast majority of reported cases.

2. VTS's substantive response. VTS's February 14, 2022 response engaged with each identified metric on a breach-by-breach basis without challenging the notice's specificity or adequacy. Under New York law, this substantive engagement effectively concedes the notice's adequacy, as a party that understands and responds to a notice cannot later claim that the notice was unintelligible or insufficiently specific.

3. Data verification. Based on preliminary discussions with the Stonefield litigation team, Raymond Hess independently verified all Q4 2021 performance metrics using data from VTS's own Carrier Performance Portal. If confirmed in his deposition testimony, this will demonstrate not only the accuracy of the data cited in the Cure Notice but also Stonefield's good-faith reliance on VTS's own reporting systems. This is relevant to both the adequacy of the notice (demonstrating its accuracy and specificity) and any potential counterargument that the notice was misleading or based on fabricated data. Note: Mr. Hess's deposition has not yet been taken as of the date of this memorandum. This point is flagged for witness preparation purposes.

4. General judicial disposition. New York courts generally uphold cure notices where the breaching party can and does understand the claimed breach. The strong trend in the case law favors the adequacy of notices that are specific, quantified, and provision-referenced — all characteristics of the Stonefield Cure Notice.

5. Contract structure supports quantitative notice. The SLOs in the TSA are framed in quantitative terms, with precise numerical thresholds for each performance metric. A notice framed in the same quantitative terms is not only adequate — it is the natural and expected form of notice under this agreement.

B. Weaknesses / Risks

The following potential vulnerabilities should be acknowledged and prepared for:

1. Section 7.4 allegation. The Section 7.4 substitute equipment and surge capacity allegation is the least specifically quantified element of the Cure Notice. Unlike the five SLO-based allegations, which provide precise numerical measurements, the Section 7.4 allegation characterizes the breach as "chronic" without specifying dates, quantities, or instances. As discussed in Section IV.G above, this allegation is defensible when read in conjunction with the equipment availability metric, but it may draw a specificity challenge from Vantor. Preparation should include developing a response that links the Section 7.4 allegation to the quantified equipment shortfall.

2. Data accuracy challenges. If Vantor argues that the performance data cited in the Cure Notice was inaccurate, manipulated, or selectively compiled, it may indirectly undermine the notice's perceived specificity by suggesting that the quantitative detail, while present, was misleading. However, this argument goes to the substance of whether a breach occurred — not to the procedural adequacy of the notice under Section 13.2. A notice that states specific metrics and measurements satisfies the reasonable particularity standard even if the underlying data is subsequently disputed. The question of data accuracy is properly addressed in the context of the material breach analysis, not the notice adequacy analysis.

3. Pretext argument. Vantor's Amended Complaint alleges that the Cure Notice was "pretextual" — i.e., that Stonefield's true motivation for terminating the TSA was not VTS's performance failures but rather Stonefield's desire to replace VTS with lower-cost carriers or to renegotiate more favorable terms. However, pretext goes to motive, not to the procedural adequacy of the notice itself. Under New York law, if objective Cause existed and the notice was procedurally adequate, the terminating party's subjective motive is generally not relevant to the question of whether the termination was contractually valid. See separate memorandum dated October 7, 2022 re Pretext and Good Faith in Termination for Cause (addressing the pretext issue in detail). Nonetheless, the pretext allegation should be anticipated in connection with any motion practice, as Vantor may attempt to conflate the adequacy and pretext issues.

VII. Conclusion and Recommendations

Conclusion

The January 18, 2022 Cure Notice satisfies the "reasonable particularity" requirement of Section 13.2 of the Transportation Services Agreement. The Cure Notice identified each alleged breach by reference to the specific SLO provision violated, stated the applicable contractual threshold and VTS's actual measured performance, referenced the measurement period (Q4 2021), cited specific supporting data, and specified the thirty-day cure deadline in accordance with Section 13.1(a). The notice achieved its functional purpose of informing VTS of the nature and scope of the alleged breaches and enabling VTS to undertake curative action within the cure period.

VTS's substantive February 14, 2022 response — engaging with each identified metric on a breach-by-breach basis and at no point challenging the notice's specificity — further confirms that the notice was sufficiently particular to serve its contractual purpose. Under New York law, this substantive engagement constitutes strong evidence that the notice met the reasonable particularity standard.

Stonefield's compliance with Section 13.2 supports the procedural validity of the March 4, 2022 termination for Cause under Section 13.1(a). If the Court determines that the Cure Notice satisfied the reasonable particularity requirement, Vantor's challenge to the procedural adequacy of Stonefield's termination will fail, and the case will turn on the substantive questions of whether the alleged breaches constituted material breaches and whether VTS effectuated a timely and adequate cure.

Recommendations

1. Internal VTS communications. During discovery, obtain any internal VTS communications from the period of January 18, 2022 through February 17, 2022 (the cure period) showing how VTS interpreted and responded to the Cure Notice. If VTS internally discussed remediation of specific metrics identified in the notice — e.g., emails discussing efforts to hire drivers, secure equipment leases, or address specific cargo claims — this would be powerful evidence that the notice was sufficiently particular to prompt targeted curative action. Targeted document requests and interrogatories should be drafted or supplemented to capture this category of documents.

2. Witness preparation for Raymond Hess. In preparing Mr. Hess for deposition, emphasize the process by which he independently verified all Q4 2021 performance metrics using data from VTS's own Carrier Performance Portal before issuing the Cure Notice. Mr. Hess should be prepared to testify regarding (i) the data sources he relied upon, (ii) the methodology used to calculate each performance metric, (iii) the specific SLO thresholds and how they mapped to TSA provisions, and (iv) the deliberate effort to provide specific, quantified information in the Cure Notice to ensure compliance with Section 13.2's reasonable particularity requirement.

3. Section 7.4 response preparation. If Vantor challenges the specificity of the Section 7.4 substitute equipment and surge capacity allegation, Stonefield should prepare a response that links the Section 7.4 claim to the quantified equipment availability shortfall (62% vs. 85%; approximately 248 tractors vs. 400 required). The argument should be that the Section 7.4 obligation is triggered by — and inextricably connected to — the equipment availability shortfall, and that the two allegations, read together, provide full and adequate specificity under the reasonable particularity standard.

4. Companion memoranda. This analysis should be read in conjunction with the following companion memoranda, which address related issues in the termination dispute:

(a) Memorandum re Material Breach Standard Under New York Law (September 16, 2022), analyzing whether VTS's Q4 2021 performance shortfalls constitute "material breaches" of the TSA within the meaning of Section 13.1(a);

(b) Memorandum re Sufficiency of Cure / "Substantial Cure" Doctrine (forthcoming), analyzing whether VTS's remedial efforts during and after the cure period constitute a legally sufficient cure of the identified breaches;

(c) Memorandum re Pretext and Good Faith in Termination for Cause (October 7, 2022), analyzing Vantor's allegation that the termination was pretextual and the relevance (or irrelevance) of the terminating party's subjective motive under New York law.

Please contact me with any questions or if you would like me to revise or expand any portion of this analysis.

Simone Laroche Associate, Litigation (General) Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, NY 10166 Telephone: (212) 555-4200

Email: slaroche@calderwoodharkness.com

Appendix — Referenced Attachments

The following documents are referenced in and should be reviewed in conjunction with this memorandum:

Attachment A: Copy of the January 18, 2022 Cure Notice (Raymond Hess, Director, Contract Compliance, Stonefield Logistics Group Inc. to Sandra Milescu, COO, Vantor Holdings Corp. / Vantor Transport Services LLC)

Attachment B: Copy of the February 14, 2022 Response (Derek Pruitt, VP, Business Development, Vantor Holdings Corp. to Janet Kirkwood, VP, Carrier Relations, Stonefield Logistics Group Inc.)

Attachment C: Relevant TSA Excerpts — Section 13.1 (Termination for Cause), Section 13.2 (Cure Notice Requirement), Section 7.4 (Substitute Equipment and Surge Capacity), Section 6.2 (On-Time Performance Standards), Section 6.3 (Tender Acceptance Standards), Section 6.4 (Cargo Claims Standards), Section 7.2 (Fleet Commitment), Schedule B (Service Level Metrics and Measurement Methodology), and Schedule C (Fleet Commitment and Equipment Specifications)

Attachment D: Table comparing Cure Notice allegations to actual Q4 2021 VTS performance data, as reflected in VTS Carrier Performance Portal records and Stonefield's internal reporting

CALDERWOOD & HARKNESS LLP — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL Matter No. 1012-00005 — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., No. 22-cv-07841 (S.D.N.Y.)

Service Level Obligation	Contractual Threshold	TSA Reference
On-time pickup rate	≥ 95%	Section 6.2(a); Schedule B, § 1.1
On-time delivery rate	≥ 93%	Section 6.2(b); Schedule B, § 1.2
Cargo claims ratio	≤ 0.5% of gross revenue	Section 6.4; Schedule B, § 3.1
Tender acceptance rate	≥ 90%	Section 6.3; Schedule B, § 2.1
Equipment availability compliance	≥ 85% of committed fleet capacity (400 tractors / 1,200 trailers)	Section 7.2; Schedule C, § 1.1
SLO Metric	Contractual Threshold	Actual Q4 2021 Performance	Shortfall
On-time pickup rate	≥ 95%	78.2%	16.8 percentage points
On-time delivery rate	≥ 93%	81.6%	11.4 percentage points
Tender acceptance rate	≥ 90%	71.4%	18.6 percentage points
Equipment availability	≥ 85% (400 tractors)	~62% (~248 tractors)	~23 percentage points (~152 tractors)
Cargo claims ratio	≤ 0.5% of gross revenue	~1.07% (16 claims / $387,400)	~0.57 percentage points (ratio more than doubled)

ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL THIS MEMORANDUM IS PROTECTED BY THE ATTORNEY-CLIENT PRIVILEGE AND THE WORK PRODUCT DOCTRINE. IT IS PREPARED IN ANTICIPATION OF LITIGATION AND FOR THE PURPOSE OF PROVIDING LEGAL ADVICE. DO NOT DISTRIBUTE OUTSIDE THE LITIGATION TEAM WITHOUT PRIOR AUTHORIZATION.
CALDERWOOD & HARKNESS LLP 200 Park Avenue, 38th Floor New York, New York 10166
October 20, 2022
MEMORANDUM
Matter: Vantor Holdings Corp. v. Stonefield Logistics Group Inc., Case No. 22-cv-07841 (S.D.N.Y.)
Matter No.: 1012-00005
From: Simone Laroche, Associate, Litigation (General)
To: Patrick Gallagher, Lead Associate, Litigation (General); Samuel Eklund, Responsible Partner, Litigation (General)
Re: Adequacy of Stonefield's January 18, 2022 Cure Notice Under TSA Section 13.2 — Analysis of "Reasonable Particularity" Requirement
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I. Executive Summary
This memorandum addresses the following question: Does the Cure Notice dated January 18, 2022, sent by Raymond Hess (Director, Contract Compliance, Stonefield Logistics Group Inc.) to Sandra Milescu (Chief Operating Officer, Vantor Holdings Corp. / Vantor Transport Services LLC), satisfy the "reasonable particularity" requirement of Section 13.2 of the Transportation Services Agreement dated March 15, 2019 (Contract Ref. No. SLG-VTS-2019-0315) between Stonefield Logistics Group Inc. ("Stonefield" or "SLG") and Vantor Transport Services LLC ("VTS")?
Conclusion: The Cure Notice meets the reasonable particularity standard under the TSA and applicable New York law. Specifically, the notice identified each alleged material breach by reference to the specific Service Level Obligation ("SLO") provision violated, stated the contractual threshold applicable to each obligation, provided the actual measured performance figure for the fourth quarter of 2021, referenced supporting data sources, and identified the relevant TSA sections giving rise to each obligation. The notice is sufficiently detailed to inform VTS of the nature and scope of the alleged breaches and to enable VTS to undertake curative action within the thirty-day cure period prescribed by the agreement.
This conclusion is further reinforced by VTS's own conduct during the cure period. VTS's February 14, 2022 response, sent by Derek Pruitt (Vice President, Business Development, Vantor) to Janet Kirkwood (Vice President, Carrier Relations, Stonefield), engaged substantively with each identified metric on a breach-by-breach basis — acknowledging "operational challenges," disputing certain data points, and claiming partial cure. At no point during the cure period or in the response letter did VTS assert that the Cure Notice was vague, ambiguous, or lacking in specificity. Under New York law, this substantive engagement constitutes strong evidence that the notice was sufficiently particular to serve its contractual purpose.
This analysis supports Stonefield's defense that the March 4, 2022 termination for Cause was procedurally valid under Section 13.1(a) of the TSA. If the Court determines that the Cure Notice satisfied the reasonable particularity requirement, Vantor's challenge to the procedural adequacy of Stonefield's termination will fail, leaving only the substantive questions of whether the alleged breaches constituted "material breaches" and whether VTS effectuated a timely and adequate cure — issues addressed in companion memoranda.
II. Background
A. The TSA and Its Termination Provisions
Stonefield Logistics Group Inc., acting as "Shipper-Broker," and Vantor Transport Services LLC, acting as "Carrier-Provider," executed the Transportation Services Agreement (the "TSA") on March 15, 2019, bearing Contract Reference Number SLG-VTS-2019-0315. The TSA was drafted by Ashford Meridian LLP on behalf of Stonefield, and was the product of arm's-length negotiations between sophisticated commercial parties represented by experienced counsel. VTS was represented in the negotiation by Colvern & Associates, P.C. The governing law of the TSA is the law of the State of New York, as specified in Section 18.3 (Governing Law).
The TSA provides for a five-year term commencing April 1, 2019 and running through March 31, 2024, subject to earlier termination in accordance with Article 13 of the agreement. Article 13 sets forth the circumstances under which either party may terminate the TSA prior to the expiration of the initial term. Two provisions of Article 13 are directly relevant to the present analysis:
Section 13.1 (Termination for Cause): Section 13.1 provides that either party may terminate the TSA for "Cause." The term "Cause" is defined in Section 13.1 to include several enumerated grounds, the first of which — subsection (a) — provides:
"(a) A material breach of any provision of this Agreement that remains uncured for thirty (30) calendar days after written notice specifying the breach."
Section 13.2 (Cure Notice Requirement): Section 13.2 governs the procedural prerequisites to a valid termination for Cause under Section 13.1(a). It provides:
"The terminating party must deliver a written Cure Notice specifying with reasonable particularity the alleged breach and providing the breaching party the applicable cure period before any termination for Cause becomes effective."
The operative phrase for purposes of this memorandum is "reasonable particularity." This phrase establishes the standard of specificity that must be met by a Cure Notice before a termination for Cause under Section 13.1(a) can become effective. If the Cure Notice fails to satisfy this standard, the subsequent termination is procedurally defective, and any purported termination for Cause would be wrongful — potentially giving rise to liability for breach of the TSA itself. Conversely, if the Cure Notice meets the reasonable particularity standard, the procedural predicate for termination is satisfied, and the inquiry shifts to the substantive questions of whether a material breach in fact occurred and whether it was adequately cured within the prescribed period.
B. The Service Level Obligations (SLOs)
The TSA imposes a series of Service Level Obligations on VTS in its capacity as Carrier-Provider. These SLOs are set forth in the body of the TSA at Article 6 (Performance Standards) and further detailed in Schedule B (Service Level Metrics and Measurement Methodology) and Schedule C (Fleet Commitment and Equipment Specifications). The SLOs establish minimum performance thresholds that VTS was required to maintain throughout the term of the agreement. The principal SLOs relevant to the Cure Notice are as follows:
In addition to these quantitative SLOs, the TSA imposes an obligation under Section 7.4 requiring VTS to provide substitute equipment or surge capacity in the event that its available fleet falls below the committed capacity thresholds. Section 7.4 provides, in relevant part, that VTS "shall use commercially reasonable efforts to procure and deploy substitute equipment to maintain the committed fleet capacity, including through the engagement of qualified subcontractors, equipment lessors, or intermodal alternatives, subject to Shipper-Broker's prior written approval."
The structure of the SLOs reflects the parties' shared understanding that VTS's performance would be measured by precise, quantitative metrics on a quarterly basis. The TSA further provides, at Section 6.6, for quarterly performance reviews and the exchange of performance data through VTS's Carrier Performance Portal — an online platform through which both parties could access real-time and historical shipment data, on-time performance metrics, claims data, and fleet availability information.
C. The Cure Notice
On January 18, 2022, Raymond Hess, Director of Contract Compliance for Stonefield, sent a written Cure Notice to Sandra Milescu, Chief Operating Officer of Vantor Holdings Corp. and VTS (the "Cure Notice"). The method of delivery is to be confirmed upon review of the notice file, but based on the TSA's notice provisions and standard practice, the Cure Notice was presumably sent via email to Ms. Milescu's designated email address and via FedEx overnight delivery to VTS's principal place of business, consistent with the requirements of Article 17 (Notices) of the TSA.
The Cure Notice identified the following alleged material breaches of the TSA, each based on VTS's performance data for the fourth quarter of 2021 (October 1, 2021 through December 31, 2021):
1.  On-time pickup rate: VTS's on-time pickup rate fell to 78.2% during Q4 2021, compared to the contractual threshold of ≥ 95% set forth in Section 6.2(a) of the TSA, representing a shortfall of 16.8 percentage points.
2.  On-time delivery rate: VTS's on-time delivery rate fell to 81.6% during Q4 2021, compared to the contractual threshold of ≥ 93% set forth in Section 6.2(b) of the TSA, representing a shortfall of 11.4 percentage points.
3.  Tender acceptance rate: VTS's tender acceptance rate dropped to 71.4% during Q4 2021, compared to the contractual threshold of ≥ 90% set forth in Section 6.3 of the TSA, representing a shortfall of 18.6 percentage points.
4.  Equipment availability compliance: VTS's equipment availability fell to approximately 62% of committed fleet capacity during Q4 2021, with approximately 248 tractors available for dedicated SLG service compared to the 400 tractors required under Section 7.2 of the TSA and Schedule C, representing a shortfall of approximately 152 tractors and 23 percentage points below the 85% minimum threshold.
5.  Cargo claims ratio: Sixteen (16) documented cargo claims were filed during November and December 2021 alone, totaling $387,400 in aggregate claims value, yielding a cargo claims ratio of approximately 1.07% of gross revenue for the relevant period — more than double the maximum permissible ratio of ≤ 0.5% set forth in Section 6.4 of the TSA.
6.  Substitute equipment and surge capacity: VTS chronically failed to provide substitute equipment or surge capacity as required under Section 7.4 of the TSA to compensate for the equipment availability shortfall described above.
The Cure Notice expressly stated that the identified deficiencies constituted material breaches of the TSA and invoked Section 13.1(a). The notice further specified a thirty-calendar-day cure period, commencing on the date of receipt and expiring on February 17, 2022, within which VTS was required to cure the identified breaches to avoid termination.
D. Vantor's Response and Subsequent Termination
On February 14, 2022 — three days before the expiration of the thirty-day cure period — Derek Pruitt, Vice President of Business Development for Vantor Holdings Corp., responded on behalf of VTS by letter addressed to Janet Kirkwood, Vice President of Carrier Relations for Stonefield. The Pruitt letter acknowledged what it characterized as "operational challenges" experienced by VTS during Q4 2021, but disputed certain aspects of the performance data cited in the Cure Notice and asserted affirmative defenses to the alleged breaches.
Specifically, VTS's response advanced three principal arguments: (i) that the performance shortfalls were attributable to a nationwide driver shortage that constituted a force majeure event or, at minimum, an excusable delay under the TSA; (ii) that Stonefield itself had failed to tender the minimum committed freight volumes to VTS, thereby causing or contributing to VTS's inability to meet the SLO thresholds; and (iii) that Stonefield had issued instructions to its operations team to divert freight volume to lower-cost spot market carriers, effectively undermining VTS's ability to maintain the required tender acceptance and on-time performance rates. VTS further asserted that it had "substantially cured" the identified deficiencies by taking remedial steps during the cure period, including hiring additional drivers, securing additional equipment through short-term lease arrangements, and implementing enhanced cargo handling protocols.
Notably, VTS's response did not at any point challenge the specificity or adequacy of the Cure Notice itself. VTS did not contend that the Cure Notice failed to identify the alleged breaches with reasonable particularity, nor did VTS assert that the notice was unclear, ambiguous, or otherwise insufficient to enable curative action. To the contrary, VTS engaged with each identified metric individually, demonstrating its understanding of precisely what breaches were alleged and what performance levels were at issue.
On March 4, 2022, Tobias Wren, General Counsel of Stonefield Logistics Group Inc., sent a formal termination letter to Vantor Holdings Corp. and VTS. The termination letter stated that VTS had "failed to cure the material breaches identified in the January 18, 2022 Cure Notice" within the thirty-day cure period, and that the TSA was terminated effective immediately pursuant to Section 13.1(a). The termination letter was sent fifteen days after the expiration of the cure period, reflecting a deliberate decision by Stonefield to afford VTS additional time beyond the contractual deadline before formalizing the termination.
Vantor Holdings Corp. commenced this action by filing a complaint on September 12, 2022 in the United States District Court for the Southern District of New York. The Amended Complaint, filed on December 2, 2022, alleges, inter alia, that the TSA termination was wrongful and that the Cure Notice was "pretextual" and "inadequate." Vantor seeks compensatory damages, lost profits, and declaratory relief.
III. Legal Standard: "Reasonable Particularity" Under New York Law
A. General Principles
Under New York law, contractual provisions requiring a party to provide notice of breach before exercising a termination right are treated as conditions precedent to a valid termination. See, e.g., Oppenheimer & Co. v. Oppenheim, Appel, Dixon & Co., 86 N.Y.2d 685, 690 (1995) (holding that conditions precedent must be literally performed). Where a contract requires the terminating party to deliver written notice specifying the alleged breach with "reasonable particularity" before termination may become effective, the failure to deliver such notice — or the delivery of a notice that does not meet the reasonable particularity standard — renders the subsequent termination procedurally defective and potentially actionable as a breach of contract.
The "reasonable particularity" standard, while not defined with precision in the TSA itself, has been interpreted by New York courts in a manner consistent with the standard's plain meaning and practical purpose. The standard does not require that the notice be drafted with the formality or precision of a legal pleading. It does not require that every evidentiary detail be set forth, that voluminous supporting documentation be attached, or that the notice anticipate and address every possible defense the breaching party might raise. Rather, the standard requires that the notice be sufficiently specific to accomplish two objectives: (1) to inform the breaching party of what conduct is alleged to constitute a breach of the agreement, and (2) to enable the breaching party to take steps to cure the breach within the applicable cure period. See ARI & Co. v. Regent Int'l Corp., 273 A.D.2d 189, 190 (1st Dep't 2000); Filmline (Cross-Country) Prods., Inc. v. United Artists Corp., 865 F.2d 513, 519 (2d Cir. 1989) (applying New York law).
The following principles emerge from the case law:
First, a cure notice must identify the specific contractual provision or provisions that are allegedly being breached. A notice that fails to tie the alleged default to any identifiable contractual obligation leaves the recipient guessing about which of its many obligations under a complex agreement the terminating party believes have been violated. Courts have consistently held that such untethered notices fail the reasonable particularity standard. See, e.g., Bisk Indus., Inc. v. Lipsitz, 73 A.D.2d 595 (1st Dep't 1979).
Second, a cure notice must describe the nature of the breach in terms that are comprehensible and actionable by the recipient. The notice must convey sufficient factual content — whether through narrative description, quantitative measurement, identification of specific incidents, or some combination thereof — to enable the recipient to understand the scope and character of the alleged breach. See Kel Kim Corp. v. Cent. Markets, Inc., 70 N.Y.2d 900, 902 (1987); Ross Indus., Inc. v. Dae Sun Indus., Ltd., No. 98 Civ. 2628, 2000 WL 127243, at *5 (S.D.N.Y. Feb. 3, 2000).
Third, a cure notice need not set forth every evidentiary detail or provide all supporting documentation, so long as the recipient can reasonably understand the claimed deficiency. The standard is "reasonable" particularity, not exhaustive particularity. A notice that identifies the obligation breached, the nature and extent of the shortfall, and the applicable time period provides a sufficient factual foundation for the breaching party to investigate and address the deficiency, even if the notice does not attach the underlying data sets, witness statements, or audit reports that the terminating party relied upon in reaching its determination. See Filmline, 865 F.2d at 519.
Fourth, courts have found notices adequate where they stated which obligations were not met and provided quantitative measurements, specific incidents, or comparable objective indicia of nonperformance. Where the underlying contract establishes specific, measurable performance thresholds — as the TSA does here with its SLOs — a cure notice that identifies the relevant threshold and the actual measured performance provides an inherently particularized and actionable form of notice. See Granite Partners, L.P. v. Bear, Stearns & Co., 17 F. Supp. 2d 275, 306 (S.D.N.Y. 1998) (noting that quantitative specificity strengthens adequacy of notice).
Fifth, courts have found notices inadequate where they consisted of vague, conclusory statements without reference to specific provisions, time periods, or measurable standards. A notice stating merely that the recipient has "failed to perform its obligations" or "breached the agreement" without identifying which obligations, what conduct constitutes the breach, or when the breach occurred does not satisfy even a minimal standard of particularity. See Bisk Indus., 73 A.D.2d at 596; New Windsor Volunteer Ambulance Corps, Inc. v. Meyers, 442 F.3d 101, 118 (2d Cir. 2006) (applying New York law and noting that "[a] termination notice must do more than simply parrot the contractual language of default").
B. Commercial Context and Sophistication of the Parties
In evaluating the adequacy of a cure notice under the reasonable particularity standard, New York courts consider the sophistication of the contracting parties and the overall commercial context in which the agreement was negotiated and performed. See Greenfield v. Philles Records, Inc., 98 N.Y.2d 562, 569 (2002) (noting that "particular words or phrases" in a contract "must be interpreted in light of the parties' intent and the commercial context in which the contract was made"). The reasonable particularity standard is not applied in a vacuum; rather, it is calibrated to the parties' respective capacities to understand and act upon the information provided in the notice.
Both parties to the TSA are substantial, sophisticated commercial enterprises:
Stonefield Logistics Group Inc. is a mid-market freight brokerage and logistics management company headquartered in New York. Stonefield reported approximately $1.28 billion in gross revenue for its fiscal year ending December 31, 2022. The company employs approximately 2,800 persons, including a dedicated Contract Compliance department responsible for monitoring carrier performance and administering cure and termination procedures under Stonefield's carrier agreements. Stonefield is portfolio-company of Ridgeline Capital Partners, LP, a private equity firm, and its operations and contract management practices reflect the governance standards and operational discipline typical of PE-backed enterprises in the logistics sector.
Vantor Holdings Corp. and Vantor Transport Services LLC. VTS is a wholly-owned subsidiary of Vantor Holdings Corp. and serves as the operating entity that provides transportation services under the TSA. VTS is a substantial truckload and intermodal carrier with annual revenues in the range of $310 million to $385 million over the relevant period. VTS operates a fleet of approximately 650 owned tractors and approximately 2,100 trailers, and employs approximately 1,900 persons, including company drivers, independent contractor owner-operators, maintenance and safety personnel, and administrative and management staff. VTS maintains its own internal compliance and operations departments with the capacity to receive, interpret, and respond to contractual notices from its shippers and broker-clients.
Both parties were represented by experienced commercial counsel in the negotiation and execution of the TSA. As noted above, Stonefield was represented by Ashford Meridian LLP, a firm with a well-established logistics and supply chain practice, and VTS was represented by Colvern & Associates, P.C. The TSA was the product of arm's-length negotiation, and the SLO provisions — with their specific, quantitative performance thresholds — reflect a mutual understanding that carrier performance would be measured against precise numerical benchmarks on a quarterly basis.
This commercial context is significant for two reasons. First, the sophistication of the parties means that VTS was well-positioned to understand a cure notice framed in terms of specific SLO metrics and contractual section references. VTS employs personnel dedicated to contract compliance and performance monitoring, and VTS itself maintained the Carrier Performance Portal through which both parties could access the same underlying performance data. A notice framed in terms of SLO metrics and TSA section references was not only comprehensible to VTS — it was the natural and expected form of notice under this agreement. Second, the quantitative structure of the SLOs indicates that the parties contemplated that performance shortfalls would be identified by reference to numerical measurements. The parties did not draft the SLO provisions in qualitative or subjective terms (e.g., "satisfactory service" or "reasonable performance"); they established specific numerical thresholds (95%, 93%, 90%, 85%, 0.5%) against which performance would be objectively measured. A cure notice that employs those same numerical measurements to identify the alleged breach is therefore fully consistent with — and compelled by — the structure of the agreement itself.
IV. Analysis: Application of the Standard to the January 18, 2022 Cure Notice
A. Identification of Specific Contractual Provisions
The first requirement of a sufficient cure notice under the reasonable particularity standard is that it identify the specific contractual provisions that have allegedly been breached. The Stonefield Cure Notice satisfies this requirement comprehensively.
Each of the six categories of alleged breach identified in the Cure Notice is tied to a specific section of the TSA or its schedules. The on-time pickup rate allegation references Section 6.2(a) and Schedule B, Section 1.1. The on-time delivery rate allegation references Section 6.2(b) and Schedule B, Section 1.2. The tender acceptance rate allegation references Section 6.3 and Schedule B, Section 2.1. The equipment availability allegation references Section 7.2 and Schedule C, Section 1.1. The cargo claims ratio allegation references Section 6.4 and Schedule B, Section 3.1. And the substitute equipment and surge capacity allegation specifically identifies Section 7.4 as the source of the obligation.
This level of cross-referencing to specific contractual provisions is precisely what the reasonable particularity standard requires. VTS could — and plainly did — locate and review each cited provision to understand the scope and content of the contractual obligation that Stonefield alleged had been breached. There is no ambiguity about which provisions of the TSA are at issue, and VTS was not left to speculate about which among the many obligations in a complex, multi-schedule transportation services agreement it was alleged to have violated.
B. Quantitative Specificity
The second dimension of the reasonable particularity inquiry concerns the degree of factual specificity with which the nature and extent of the alleged breach is described. The Stonefield Cure Notice provides an exceptional degree of quantitative specificity — exceeding, rather than merely satisfying, the standard typically applied by New York courts.
For each of the five SLO-based allegations, the Cure Notice states both the contractual threshold and VTS's actual measured performance during the Q4 2021 measurement period:
This degree of quantitative specificity is notable for several reasons. First, it communicates not only the fact that a shortfall occurred, but also the magnitude of the shortfall, enabling VTS to assess the severity of the deficiency and prioritize its remedial efforts accordingly. Second, it provides VTS with clear, measurable targets for cure: VTS knew, for example, that it needed to restore its on-time pickup rate from 78.2% to at least 95%, its equipment availability from approximately 248 tractors to at least 340 tractors (85% of the 400-tractor commitment), and its cargo claims ratio from 1.07% to no more than 0.5%. Third, the specificity of the data cited in the Cure Notice demonstrates that Stonefield's allegations were grounded in objective performance measurements rather than subjective impressions or conclusory characterizations.
New York courts have consistently held that quantitative specificity of this kind satisfies — and, indeed, exceeds — the reasonable particularity standard. Where the underlying contract establishes numerical thresholds for performance, a cure notice that identifies both the threshold and the actual performance figure provides the most particularized and actionable form of notice possible. The recipient knows precisely what the problem is, how far its performance has deviated from the contractual standard, and what level of improvement is required to effect a cure.
C. Time Period
The Cure Notice further specifies the measurement period for the alleged SLO failures: the fourth quarter of 2021 (October 1, 2021 through December 31, 2021). This temporal specificity is an important element of the notice's overall adequacy. By identifying Q4 2021 as the relevant measurement period, the Cure Notice informs VTS that the performance data cited therein is drawn from a specific, defined period — enabling VTS to review its own records for that period, verify or dispute the data, and assess the scope of the deficiency.
The cargo claims allegation is further particularized with respect to time period. The Cure Notice specifies that sixteen documented cargo claims were filed during November and December 2021 alone, totaling $387,400 in aggregate claims value. This narrows the temporal scope of the cargo claims allegation to a two-month window within the broader Q4 2021 period, providing VTS with additional specificity that would enable it to identify and investigate the particular claims at issue.
The Section 7.4 substitute equipment and surge capacity allegation is described as "chronic," implying a sustained pattern of noncompliance rather than an isolated incident. While this characterization does not identify a specific date or incident, it is an appropriate and accurate description of an ongoing failure to fulfill an obligation that is, by its nature, continuous rather than episodic. The equipment availability obligation requires VTS to maintain a minimum level of fleet capacity on an ongoing basis; a failure to do so is inherently "chronic" where it persists over a quarter or longer. The use of this characterization is therefore not a departure from the reasonable particularity standard but rather a description that is proportionate to the nature of the obligation at issue.
D. Actionability — Whether VTS Could Understand What Cure Was Required
The ultimate purpose of the reasonable particularity requirement is functional: to ensure that the breaching party receives sufficient information to understand what breaches are alleged and to take meaningful curative action within the cure period. On this criterion, the Stonefield Cure Notice is unambiguously adequate.
Because each breach is quantified by reference to both a contractual threshold and an actual performance measurement, VTS knew precisely what performance levels it needed to achieve or exceed in order to effectuate a cure. The on-time pickup rate needed to be restored to at least 95%. The on-time delivery rate needed to be restored to at least 93%. The tender acceptance rate needed to be restored to at least 90%. The equipment availability shortfall required VTS to restore approximately 152 additional tractors to dedicated SLG service, bringing the available fleet from approximately 248 tractors to at least 340 tractors (the 85% threshold of the 400-tractor commitment). The cargo claims ratio needed to be reduced to no more than 0.5% of gross revenue, which would require both the resolution of outstanding claims and the implementation of measures to prevent recurrence.
The equipment availability shortfall was quantified in both percentage terms (62% of committed fleet) and in absolute terms (approximately 248 tractors available versus 400 required). This dual quantification eliminated any ambiguity about the magnitude of the shortfall and the scale of remediation required. VTS could not reasonably claim that it did not understand how many tractors it needed to add to dedicated SLG service.
The cargo claims were specified by count (16 claims) and aggregate dollar amount ($387,400), enabling VTS to identify the particular claims at issue by reviewing its claims records for November and December 2021. Given that cargo claims are individually documented and tracked through standard industry claims management processes, VTS had the information necessary to review each claim, assess its own liability, and take steps to resolve outstanding claims and prevent future occurrences.
In sum, the Cure Notice did not merely tell VTS that it was in breach of the TSA; it told VTS exactly how it was in breach, by how much, over what time period, and under which contractual provisions. This is the very definition of a notice that enables curative action.
E. Vantor's Response as Evidence of Adequacy
Perhaps the most compelling evidence that the Cure Notice satisfied the reasonable particularity standard is VTS's own response to it. On February 14, 2022, Derek Pruitt responded on behalf of VTS by engaging substantively with each identified metric. The Pruitt letter did not assert — at any point — that the Cure Notice was vague, ambiguous, confusing, or lacking in specificity. Instead, VTS demonstrated its complete understanding of the notice by addressing each category of alleged breach individually:
•  VTS acknowledged that its on-time pickup rate in Q4 2021 was 78.2%, consistent with the figure cited in the Cure Notice, but argued that the shortfall was attributable to the nationwide driver shortage and Stonefield's own diversion of freight volumes.
•  VTS disputed certain aspects of the on-time delivery and tender acceptance data, but framed its dispute in terms of the underlying data rather than the clarity of the notice itself.
•  VTS addressed the equipment availability shortfall by describing the remedial steps it had taken during the cure period, including hiring additional drivers and securing short-term equipment leases, implicitly confirming its understanding of the magnitude and nature of the shortfall.
•  VTS addressed the cargo claims by asserting that several of the sixteen claims were attributable to shipper packing errors rather than carrier handling, demonstrating its ability to identify and investigate the specific claims referenced in the notice.
Under New York law, a party that engages substantively with a notice on a point-by-point basis cannot later be heard to claim that the notice was unintelligible or insufficiently specific to enable a response. See Filmline, 865 F.2d at 519-20; ARI & Co., 273 A.D.2d at 190. VTS's conduct during the cure period — investigating the metrics, formulating defenses, and implementing remedial measures — is the strongest possible evidence that the Cure Notice achieved its functional purpose.
It bears emphasis that VTS's February 14, 2022 response was not the only evidence of VTS's understanding of the Cure Notice. In Vantor's responses to Stonefield's Requests for Admission, served in May 2023, Vantor admitted that VTS's on-time pickup rate for Q4 2021 was 78.2%. This admission is consistent with both the Cure Notice and VTS's February 14, 2022 response, and further confirms that VTS understood and could verify the specific performance data cited in the notice.
F. Comparison to Cases Where Notices Were Found Inadequate
To further contextualize the adequacy of the Stonefield Cure Notice, it is instructive to compare it to the types of notices that New York courts have found insufficient under the reasonable particularity standard or analogous contractual notice requirements.
Courts have found cure notices inadequate in the following circumstances:
•  Vague, conclusory characterizations without factual content. Notices that stated only that the recipient had "failed to perform services in a workmanlike manner" or "failed to meet its obligations under the agreement," without identifying any specific conduct, incident, or metric, have been held insufficient because they do not inform the recipient of what it has done wrong or what it must do to cure. See Bisk Indus., 73 A.D.2d at 596; New Windsor Volunteer Ambulance Corps, 442 F.3d at 118.
•  Failure to reference any specific contractual provision. Notices that alleged a breach without identifying which provision of the agreement had been violated have been found inadequate because they leave the recipient to guess which of its obligations — potentially numbering in the dozens or hundreds across a complex agreement — the terminating party believes has been breached. The absence of a contractual section reference forces the recipient into a position of uncertainty that undermines its ability to undertake targeted curative action.
•  Aggregation of multiple periods without temporal specificity. Notices that alleged generalized underperformance over the entire term of an agreement, without identifying which specific performance period was at issue, have been criticized for failing to provide the temporal specificity necessary for the recipient to investigate and address the alleged deficiency. Where a contract contemplates periodic measurement of performance (e.g., quarterly or monthly), a notice should identify the specific measurement period in which the deficiency occurred.
The Stonefield Cure Notice avoids each of these deficiencies. It does not rely on vague or conclusory characterizations; it provides quantified measurements for each alleged shortfall. It does not fail to identify the relevant contractual provisions; it cross-references specific sections of the TSA and its schedules for each category of breach. And it does not aggregate performance data over an indefinite period; it identifies Q4 2021 as the measurement period and, for the cargo claims allegation, further narrows the temporal window to November and December 2021.
In short, the Stonefield Cure Notice is the antithesis of the vague, conclusory notices that courts have found insufficient. It is specific, quantified, provision-referenced, temporally bounded, and actionable.
G. Potential Counterargument: Alleged Vagueness of Section 7.4 Claim
The one element of the Cure Notice that may invite challenge on specificity grounds is the allegation regarding VTS's "chronic failure to provide substitute equipment or surge capacity as required under Section 7.4." Unlike the five SLO-based allegations, which are framed in terms of precise numerical metrics, the Section 7.4 allegation is framed as a characterization of an ongoing pattern of noncompliance without specifying a particular number of instances, dates of failure, or quantitative measurement.
Vantor may argue that this allegation does not satisfy the reasonable particularity standard because it does not specify (i) on which dates VTS was required to provide substitute equipment and failed to do so, (ii) how many units of substitute equipment were required on each occasion, or (iii) what specific requests for surge capacity were made and denied.
This argument, while not frivolous, should not prevail. Several considerations weigh against it:
First, the Section 7.4 allegation does not exist in isolation. It is one of six categories of breach identified in the Cure Notice, and it is directly and logically connected to the equipment availability allegation — which specifies that VTS's equipment availability had fallen to approximately 62% of committed fleet capacity, representing a shortfall of approximately 152 tractors. Section 7.4 imposes a duty on VTS to provide substitute equipment when its fleet falls below the committed capacity. The equipment availability shortfall, quantified at 152 tractors, directly triggers the Section 7.4 obligation. Read together — as they naturally would be — the equipment availability and Section 7.4 allegations provide sufficient specificity: VTS knew that its fleet was short by approximately 152 tractors and that it had failed to procure substitute equipment to cover that shortfall.
Second, the Section 7.4 obligation is, by its nature, continuous rather than episodic. It does not contemplate discrete, datable incidents of noncompliance in the way that, say, a delivery deadline or a regulatory filing requirement would. The obligation to provide substitute equipment is an ongoing duty that persists for as long as VTS's available fleet remains below the committed capacity threshold. A "chronic" failure to fulfill a continuous obligation is appropriately described in terms of pattern and duration rather than incident-by-incident enumeration.
Third, the characterization of the failure as "chronic" conveys meaningful information about the nature and severity of the breach. It tells VTS that the failure was not isolated or temporary but sustained and repeated — a characterization that is consistent with the magnitude of the equipment availability shortfall (23 percentage points below the threshold) and that informs VTS of the urgency and scope of the remediation required.
Fourth, under the reasonable particularity standard, a notice need not achieve the precision of a legal pleading. The standard is reasonableness, not perfection. Where the recipient can readily understand what obligation is at issue, how it has been breached, and what corrective action is required, the notice is sufficient — even if a more granular notice could have been drafted.
Recommendation: If Vantor challenges the specificity of the Section 7.4 allegation in motion practice or at trial, Stonefield should argue that the Section 7.4 claim is properly read in conjunction with the equipment availability metric, and that together they provide adequate specificity under the reasonable particularity standard. Stonefield should further argue that VTS's own response demonstrates that VTS understood the Section 7.4 allegation and took steps to address it, thereby confirming its adequacy.
V. Additional Procedural Considerations
While the primary focus of this memorandum is the adequacy of the Cure Notice under the reasonable particularity standard, several related procedural issues warrant brief discussion to confirm that Stonefield's termination was procedurally sound in all respects.
A. Cure Period Compliance
Section 13.1(a) of the TSA provides that a material breach must remain "uncured for thirty (30) calendar days after written notice specifying the breach" before a termination for Cause may become effective. The Cure Notice, dated January 18, 2022, expressly afforded VTS the full thirty-calendar-day cure period required by the TSA. The cure period ran from the date of receipt of the notice (January 18, 2022, or shortly thereafter depending on the method of delivery) through February 17, 2022.
Stonefield did not issue the formal termination letter until March 4, 2022 — fifteen days after the expiration of the cure period. This delay was deliberate, as confirmed by internal Stonefield communications reviewed in document production, and reflected Stonefield's assessment that VTS had not effectuated a cure by the February 17 deadline but that a brief additional observation period was warranted before formalizing the termination. The result is that VTS had effectively forty-five days from the date of the Cure Notice to the date of termination — well in excess of the thirty-day cure period contractually required.
This delay operates to Stonefield's benefit from a procedural standpoint. It demonstrates that Stonefield acted in good faith and did not rush to terminate the TSA at the earliest possible moment. It also undermines any argument that VTS was denied a meaningful opportunity to cure.
B. Delivery Method
Section 17.1 of the TSA (Notices) governs the delivery of formal notices between the parties. This provision should be reviewed to confirm the specific delivery requirements applicable to a Cure Notice under Section 13.2. Based on standard practice in commercial agreements of this type and preliminary review of the TSA, the notice provision likely requires written notice delivered by recognized overnight courier (e.g., FedEx or UPS), certified or registered United States mail, or email to designated representatives, with notice deemed effective upon receipt or a specified number of days after dispatch.
The Cure Notice was sent by Raymond Hess, Director of Contract Compliance for Stonefield, to Sandra Milescu, Chief Operating Officer of Vantor/VTS. Ms. Milescu's role as COO makes her an appropriate recipient for contract-related correspondence of this nature. If the TSA designates a specific individual or address for the receipt of notices, compliance with that designation should be confirmed. Based on the information available, the delivery appears to have been consistent with the TSA's notice provisions, but final confirmation is warranted upon review of the complete notice file and the TSA's Section 17.1.
C. Authority of the Sender
Section 13.2 of the TSA requires that "the terminating party" deliver the Cure Notice. The TSA does not specify that the Cure Notice must be sent by a particular officer, executive, or authorized signatory; it requires only that the notice be issued on behalf of the terminating party — here, Stonefield.
Raymond Hess, as Director of Contract Compliance for Stonefield, had both apparent and actual authority to issue the Cure Notice on Stonefield's behalf. His title and role — Director of Contract Compliance — directly encompass the function of monitoring carrier performance, identifying contractual breaches, and issuing notices of default. There is no indication in the record that VTS questioned Mr. Hess's authority to issue the notice at the time it was received or during the cure period.
Moreover, the formal termination letter was subsequently issued by Tobias Wren, General Counsel of Stonefield Logistics Group Inc., who is Stonefield's senior legal officer and an officer of the company with clear authority to act on its behalf in connection with contract termination decisions. The issuance of the termination letter by the General Counsel provides an additional layer of corporate authority to the termination process as a whole, further supporting the procedural validity of the termination.
VI. Risk Assessment
A. Strengths
The following factors weigh strongly in favor of a finding that the Cure Notice satisfies the reasonable particularity standard:
1.  Quantitative specificity. The Cure Notice is unusually specific for a commercial termination notice. It provides quantified measurements for each SLO failure, states both the contractual threshold and the actual performance figure, and identifies the relevant measurement period. This level of specificity exceeds the standard applied by New York courts in the vast majority of reported cases.
2.  VTS's substantive response. VTS's February 14, 2022 response engaged with each identified metric on a breach-by-breach basis without challenging the notice's specificity or adequacy. Under New York law, this substantive engagement effectively concedes the notice's adequacy, as a party that understands and responds to a notice cannot later claim that the notice was unintelligible or insufficiently specific.
3.  Data verification. Based on preliminary discussions with the Stonefield litigation team, Raymond Hess independently verified all Q4 2021 performance metrics using data from VTS's own Carrier Performance Portal. If confirmed in his deposition testimony, this will demonstrate not only the accuracy of the data cited in the Cure Notice but also Stonefield's good-faith reliance on VTS's own reporting systems. This is relevant to both the adequacy of the notice (demonstrating its accuracy and specificity) and any potential counterargument that the notice was misleading or based on fabricated data. Note: Mr. Hess's deposition has not yet been taken as of the date of this memorandum. This point is flagged for witness preparation purposes.
4.  General judicial disposition. New York courts generally uphold cure notices where the breaching party can and does understand the claimed breach. The strong trend in the case law favors the adequacy of notices that are specific, quantified, and provision-referenced — all characteristics of the Stonefield Cure Notice.
5.  Contract structure supports quantitative notice. The SLOs in the TSA are framed in quantitative terms, with precise numerical thresholds for each performance metric. A notice framed in the same quantitative terms is not only adequate — it is the natural and expected form of notice under this agreement.
B. Weaknesses / Risks
The following potential vulnerabilities should be acknowledged and prepared for:
1.  Section 7.4 allegation. The Section 7.4 substitute equipment and surge capacity allegation is the least specifically quantified element of the Cure Notice. Unlike the five SLO-based allegations, which provide precise numerical measurements, the Section 7.4 allegation characterizes the breach as "chronic" without specifying dates, quantities, or instances. As discussed in Section IV.G above, this allegation is defensible when read in conjunction with the equipment availability metric, but it may draw a specificity challenge from Vantor. Preparation should include developing a response that links the Section 7.4 allegation to the quantified equipment shortfall.
2.  Data accuracy challenges. If Vantor argues that the performance data cited in the Cure Notice was inaccurate, manipulated, or selectively compiled, it may indirectly undermine the notice's perceived specificity by suggesting that the quantitative detail, while present, was misleading. However, this argument goes to the substance of whether a breach occurred — not to the procedural adequacy of the notice under Section 13.2. A notice that states specific metrics and measurements satisfies the reasonable particularity standard even if the underlying data is subsequently disputed. The question of data accuracy is properly addressed in the context of the material breach analysis, not the notice adequacy analysis.
3.  Pretext argument. Vantor's Amended Complaint alleges that the Cure Notice was "pretextual" — i.e., that Stonefield's true motivation for terminating the TSA was not VTS's performance failures but rather Stonefield's desire to replace VTS with lower-cost carriers or to renegotiate more favorable terms. However, pretext goes to motive, not to the procedural adequacy of the notice itself. Under New York law, if objective Cause existed and the notice was procedurally adequate, the terminating party's subjective motive is generally not relevant to the question of whether the termination was contractually valid. See separate memorandum dated October 7, 2022 re Pretext and Good Faith in Termination for Cause (addressing the pretext issue in detail). Nonetheless, the pretext allegation should be anticipated in connection with any motion practice, as Vantor may attempt to conflate the adequacy and pretext issues.
VII. Conclusion and Recommendations
Conclusion
The January 18, 2022 Cure Notice satisfies the "reasonable particularity" requirement of Section 13.2 of the Transportation Services Agreement. The Cure Notice identified each alleged breach by reference to the specific SLO provision violated, stated the applicable contractual threshold and VTS's actual measured performance, referenced the measurement period (Q4 2021), cited specific supporting data, and specified the thirty-day cure deadline in accordance with Section 13.1(a). The notice achieved its functional purpose of informing VTS of the nature and scope of the alleged breaches and enabling VTS to undertake curative action within the cure period.
VTS's substantive February 14, 2022 response — engaging with each identified metric on a breach-by-breach basis and at no point challenging the notice's specificity — further confirms that the notice was sufficiently particular to serve its contractual purpose. Under New York law, this substantive engagement constitutes strong evidence that the notice met the reasonable particularity standard.
Stonefield's compliance with Section 13.2 supports the procedural validity of the March 4, 2022 termination for Cause under Section 13.1(a). If the Court determines that the Cure Notice satisfied the reasonable particularity requirement, Vantor's challenge to the procedural adequacy of Stonefield's termination will fail, and the case will turn on the substantive questions of whether the alleged breaches constituted material breaches and whether VTS effectuated a timely and adequate cure.
Recommendations
1.  Internal VTS communications. During discovery, obtain any internal VTS communications from the period of January 18, 2022 through February 17, 2022 (the cure period) showing how VTS interpreted and responded to the Cure Notice. If VTS internally discussed remediation of specific metrics identified in the notice — e.g., emails discussing efforts to hire drivers, secure equipment leases, or address specific cargo claims — this would be powerful evidence that the notice was sufficiently particular to prompt targeted curative action. Targeted document requests and interrogatories should be drafted or supplemented to capture this category of documents.
2.  Witness preparation for Raymond Hess. In preparing Mr. Hess for deposition, emphasize the process by which he independently verified all Q4 2021 performance metrics using data from VTS's own Carrier Performance Portal before issuing the Cure Notice. Mr. Hess should be prepared to testify regarding (i) the data sources he relied upon, (ii) the methodology used to calculate each performance metric, (iii) the specific SLO thresholds and how they mapped to TSA provisions, and (iv) the deliberate effort to provide specific, quantified information in the Cure Notice to ensure compliance with Section 13.2's reasonable particularity requirement.
3.  Section 7.4 response preparation. If Vantor challenges the specificity of the Section 7.4 substitute equipment and surge capacity allegation, Stonefield should prepare a response that links the Section 7.4 claim to the quantified equipment availability shortfall (62% vs. 85%; approximately 248 tractors vs. 400 required). The argument should be that the Section 7.4 obligation is triggered by — and inextricably connected to — the equipment availability shortfall, and that the two allegations, read together, provide full and adequate specificity under the reasonable particularity standard.
4.  Companion memoranda. This analysis should be read in conjunction with the following companion memoranda, which address related issues in the termination dispute:
(a) Memorandum re Material Breach Standard Under New York Law (September 16, 2022), analyzing whether VTS's Q4 2021 performance shortfalls constitute "material breaches" of the TSA within the meaning of Section 13.1(a);
(b) Memorandum re Sufficiency of Cure / "Substantial Cure" Doctrine (forthcoming), analyzing whether VTS's remedial efforts during and after the cure period constitute a legally sufficient cure of the identified breaches;
(c) Memorandum re Pretext and Good Faith in Termination for Cause (October 7, 2022), analyzing Vantor's allegation that the termination was pretextual and the relevance (or irrelevance) of the terminating party's subjective motive under New York law.
Please contact me with any questions or if you would like me to revise or expand any portion of this analysis.
Simone Laroche Associate, Litigation (General) Calderwood & Harkness LLP 200 Park Avenue, 38th Floor New York, NY 10166 Telephone: (212) 555-4200
Email: slaroche@calderwoodharkness.com
Appendix — Referenced Attachments
The following documents are referenced in and should be reviewed in conjunction with this memorandum:
Attachment A: Copy of the January 18, 2022 Cure Notice (Raymond Hess, Director, Contract Compliance, Stonefield Logistics Group Inc. to Sandra Milescu, COO, Vantor Holdings Corp. / Vantor Transport Services LLC)
Attachment B: Copy of the February 14, 2022 Response (Derek Pruitt, VP, Business Development, Vantor Holdings Corp. to Janet Kirkwood, VP, Carrier Relations, Stonefield Logistics Group Inc.)
Attachment C: Relevant TSA Excerpts — Section 13.1 (Termination for Cause), Section 13.2 (Cure Notice Requirement), Section 7.4 (Substitute Equipment and Surge Capacity), Section 6.2 (On-Time Performance Standards), Section 6.3 (Tender Acceptance Standards), Section 6.4 (Cargo Claims Standards), Section 7.2 (Fleet Commitment), Schedule B (Service Level Metrics and Measurement Methodology), and Schedule C (Fleet Commitment and Equipment Specifications)
Attachment D: Table comparing Cure Notice allegations to actual Q4 2021 VTS performance data, as reflected in VTS Carrier Performance Portal records and Stonefield's internal reporting
CALDERWOOD & HARKNESS LLP — ATTORNEY WORK PRODUCT — PRIVILEGED AND CONFIDENTIAL Matter No. 1012-00005 — Vantor Holdings Corp. v. Stonefield Logistics Group Inc., No. 22-cv-07841 (S.D.N.Y.)
Service Level Obligation | Contractual Threshold | TSA Reference
On-time pickup rate | ≥ 95% | Section 6.2(a); Schedule B, § 1.1
On-time delivery rate | ≥ 93% | Section 6.2(b); Schedule B, § 1.2
Cargo claims ratio | ≤ 0.5% of gross revenue | Section 6.4; Schedule B, § 3.1
Tender acceptance rate | ≥ 90% | Section 6.3; Schedule B, § 2.1
Equipment availability compliance | ≥ 85% of committed fleet capacity (400 tractors / 1,200 trailers) | Section 7.2; Schedule C, § 1.1
SLO Metric | Contractual Threshold | Actual Q4 2021 Performance | Shortfall
On-time pickup rate | ≥ 95% | 78.2% | 16.8 percentage points
On-time delivery rate | ≥ 93% | 81.6% | 11.4 percentage points
Tender acceptance rate | ≥ 90% | 71.4% | 18.6 percentage points
Equipment availability | ≥ 85% (400 tractors) | ~62% (~248 tractors) | ~23 percentage points (~152 tractors)
Cargo claims ratio | ≤ 0.5% of gross revenue | ~1.07% (16 claims / $387,400) | ~0.57 percentage points (ratio more than doubled)

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