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UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

JOINT PROPOSED CASE MANAGEMENT PLAN

I. Introductory Statement

Pursuant to Rules 16(b) and 26(f) of the Federal Rules of Civil Procedure, and in accordance with this Court's scheduling order setting the Initial Pretrial Conference for February 10, 2023, the parties jointly submit this Proposed Case Management Plan for the Court's consideration and approval.

Plaintiff Vantor Holdings Corp. ("Vantor" or "Plaintiff") is represented by the law firm of Caldwell Royce & Shapiro LLP, through its attorneys Harrison Caldwell, Meredith Shapiro, Jason Whitford, and Alina Petrov, with offices located at 1 Liberty Plaza, 22nd Floor, New York, New York 10006.

Defendant Stonefield Logistics Group Inc. ("Stonefield" or "Defendant") is represented by the law firm of Calderwood & Harkness LLP, through its attorneys Samuel Eklund, Linda Osei, Patrick Gallagher, and Simone Laroche, with offices located at 200 Park Avenue, 38th Floor, New York, New York 10166.

This Joint Proposed Case Management Plan was prepared jointly by Patrick Gallagher of Calderwood & Harkness LLP, on behalf of Defendant, and Jason Whitford of Caldwell Royce & Shapiro LLP, on behalf of Plaintiff, following the parties' conference conducted pursuant to Rule 26(f) of the Federal Rules of Civil Procedure, as described more fully in Section V below.

II. Nature of the Action

This action is a breach of contract dispute arising from the termination of a Transportation Services Agreement dated March 15, 2019 (the "TSA"), bearing Contract Reference No. SLG-VTS-2019-0315, entered into between Stonefield Logistics Group Inc. (in its capacity as "Shipper-Broker") and Vantor Transport Services LLC ("VTS") (in its capacity as "Carrier-Provider"). VTS is a wholly owned subsidiary of Plaintiff Vantor Holdings Corp.

The TSA governed the provision of dedicated and on-demand truckload transportation services across specified shipping lanes in the Northeast, Mid-Atlantic, and Southeast corridors of the United States. The TSA had a five-year term commencing on April 1, 2019 and running through March 31, 2024, subject to the termination provisions set forth therein.

Plaintiff's Claims. Vantor alleges that Stonefield wrongfully terminated the TSA on or about March 4, 2022, purportedly for Cause under Section 13.1(a) of the TSA. Vantor contends that the purported termination for cause was pretextual and that, in fact, Stonefield itself materially breached the TSA through, among other things, sustained volume shortfalls below the Minimum Volume Commitments set forth in Schedule B of the TSA, violations of lane exclusivity provisions contained in Section 5.3, and termination of the agreement in order to avoid the contractual rate adjustment scheduled to take effect in April 2022 pursuant to Section 7.2 of the TSA. Vantor seeks damages in the approximate amount of $95,400,000, encompassing liquidated damages under Section 14.2 of the TSA, lost profits for the remaining term of the agreement, stranded asset costs associated with dedicated equipment acquired in reliance on the TSA, workforce reduction costs, and costs of mitigation.

Defendant's Defenses and Counterclaim. Stonefield denies that it wrongfully terminated the TSA and asserts that the TSA was validly terminated for Cause under Section 13.1(a) of the agreement based upon VTS's sustained, uncured material breaches of Service Level Obligations set forth in Schedule C to the TSA, including on-time delivery performance, equipment condition standards, and driver compliance metrics. Stonefield has asserted fourteen affirmative defenses to Vantor's claims and has filed a counterclaim seeking a declaratory judgment that: (1) the termination of the TSA was valid and properly effected for Cause; (2) no liquidated damages are owed to Vantor or VTS under Section 14.2 of the TSA; and (3) any material breach of the TSA was committed by VTS, not by Stonefield.

Governing Law. The TSA is governed by the laws of the State of New York, as specified in Section 16 of the agreement.

III. Procedural History to Date

The procedural history of this action to date is as follows:

• August 12, 2022: Plaintiff Vantor Holdings Corp. filed its original Complaint in this action, initiating Case No. 22-cv-07841.

• September 8, 2022: Calderwood & Harkness LLP filed a Notice of Appearance on behalf of Defendant Stonefield Logistics Group Inc.

• October 14, 2022: Defendant Stonefield filed a Motion to Dismiss the Complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. In its motion, Stonefield argued, among other things, that the liquidated damages clause contained in Section 14.2 of the TSA constitutes an unenforceable penalty under New York law and that Plaintiff's lost profits claim was inadequately pled, failing to allege the factual basis necessary to establish lost profits with reasonable certainty.

• November 18, 2022: Plaintiff Vantor filed its opposition to Defendant's Motion to Dismiss, arguing that the liquidated damages clause is enforceable under established New York precedent and that the lost profits claim was sufficiently pled to survive a motion to dismiss.

• December 2, 2022: Plaintiff Vantor filed an Amended Complaint as of right pursuant to Rule 15(a)(1) of the Federal Rules of Civil Procedure. The Amended Complaint added allegations of breach by Stonefield based on volume shortfalls below the Minimum Volume Commitments, violations of the lane exclusivity provisions of the TSA, and a pretextual termination motive—specifically, that Stonefield terminated the TSA in order to avoid the contractual rate adjustment scheduled to take effect in April 2022 pursuant to Section 7.2.

• December 5, 2022: Defendant Stonefield filed its reply in support of the Motion to Dismiss.

• December 16, 2022: The Court (Calloway, J.) entered an order denying Defendant's Motion to Dismiss as moot in light of the filing of the Amended Complaint, without prejudice to Defendant's right to renew any arguments in a responsive pleading or subsequent motion.

• January 13, 2023: Defendant Stonefield filed its Answer to the Amended Complaint, asserting fourteen affirmative defenses, and filed its Counterclaim for declaratory judgment.

• January 27, 2023: Plaintiff Vantor filed its Answer to Defendant Stonefield's Counterclaim.

• February 7, 2023: The parties submit this Joint Proposed Case Management Plan.

The Initial Pretrial Conference is currently scheduled for February 10, 2023 before the Honorable Margaret T. Calloway, United States District Judge.

IV. Jurisdiction and Venue

Subject Matter Jurisdiction. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. § 1332(a) (diversity of citizenship). Plaintiff Vantor Holdings Corp. is a corporation organized and existing under the laws of the State of New York, with its principal place of business located at 580 Eighth Avenue, 14th Floor, New York, New York 10018. Plaintiff is therefore a citizen of the State of New York for purposes of diversity jurisdiction. Defendant Stonefield Logistics Group Inc. is a corporation organized and existing under the laws of the State of Delaware, with its principal place of business located at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102. Defendant is therefore a citizen of the States of Delaware and Texas for purposes of diversity jurisdiction. Complete diversity of citizenship exists between the parties. The amount in controversy exceeds $75,000, exclusive of interest and costs.

Venue. Venue is proper in the Southern District of New York pursuant to 28 U.S.C. § 1391(b). In addition, Section 16 of the TSA contains a forum selection clause designating the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, as the exclusive forums for any disputes arising out of or relating to the TSA.

No Pending or Anticipated Challenges. Neither party has filed, and neither party currently anticipates filing, any motion challenging subject matter jurisdiction or venue.

V. Parties' Rule 26(f) Conference

The parties conducted their conference required by Rule 26(f) of the Federal Rules of Civil Procedure on January 30, 2023, by videoconference. The following counsel participated in the conference:

• For Defendant Stonefield: Patrick Gallagher and Simone Laroche, Calderwood & Harkness LLP.

• For Plaintiff Vantor: Jason Whitford and Alina Petrov, Caldwell Royce & Shapiro LLP.

During the Rule 26(f) conference, the parties discussed the following topics: (1) the anticipated scope of discovery in this action, including the volume of documents and categories of information likely to be relevant; (2) protocols for the identification, preservation, collection, review, and production of electronically stored information ("ESI"); (3) the anticipated number of depositions and the identity of likely deponents; (4) the schedule for expert discovery, including the sequence and timing of expert reports and expert depositions; (5) privilege issues, including the need for a clawback/non-waiver order under Federal Rule of Evidence 502(d); and (6) the potential for settlement discussions between the parties. The specific areas of agreement and disagreement resulting from the Rule 26(f) conference are noted in the relevant sections of this Plan below.

VI. Proposed discovery Schedule

A. Initial Disclosures

The parties agree that initial disclosures pursuant to Rule 26(a)(1) of the Federal Rules of Civil Procedure are appropriate in this matter. The parties propose that initial disclosures be exchanged within fourteen (14) days of the Court's entry of the Case Management Order—i.e., by approximately early March 2023, assuming entry of the Case Management Order on or about February 17, 2023. Each party's initial disclosures shall include the identification of individuals likely to have discoverable information that the disclosing party may use to support its claims or defenses, a description of all categories of documents and ESI in the disclosing party's possession, custody, or control that the disclosing party may use to support its claims or defenses, a computation of damages claimed, and any applicable insurance agreements.

B. Fact discovery

Commencement. Fact discovery shall commence upon entry of the Case Management Order.

Proposed Fact discovery Deadline. The parties jointly propose a fact discovery deadline of September 29, 2023, which provides approximately seven and one-half (7.5) months from the anticipated entry of the Case Management Order in mid-February 2023.

Defendant's Position. Stonefield proposes September 29, 2023 as the close of fact discovery. In Defendant's view, this period provides adequate time for the completion of document productions, interrogatory responses, responses to requests for admission, and depositions, taking into account the anticipated volume of documents and the complexity of the issues in this case, including performance metrics under the Service Level Obligations, damages analysis, and contractual interpretation issues arising under the TSA.

Plaintiff's Position. Vantor agrees to the September 29, 2023 fact discovery deadline proposed by Defendant and believes this timeline is sufficient to conduct the discovery necessary to prosecute its claims and respond to Defendant's defenses and counterclaim.

C. Written discovery

Interrogatories. Each party may serve up to twenty-five (25) interrogatories, including discrete subparts, on any other party, pursuant to Rule 33 of the Federal Rules of Civil Procedure. The parties agree that this limit is appropriate given the nature and scope of the claims and defenses at issue.

Requests for Production. The parties do not propose a numerical limit on requests for production of documents under Rule 34 of the Federal Rules of Civil Procedure. The parties agree to serve requests for production in good faith and with reasonable scope, consistent with the proportionality requirements of Rule 26(b)(1).

Requests for Admission. Each party may serve up to thirty (30) requests for admission on any other party, pursuant to Rule 36 of the Federal Rules of Civil Procedure.

Response Deadlines. All responses and objections to written discovery shall be served within thirty (30) days from the date of service, in accordance with the time periods specified in the Federal Rules of Civil Procedure.

D. Document Production

The parties anticipate substantial document productions from both sides in this action.

Defendant's Anticipated Production. Defendant Stonefield estimates that its document production may include, among other things: (i) communications between Stonefield personnel and VTS/Vantor personnel regarding the TSA and the performance of transportation services thereunder; (ii) the TSA and all amendments, schedules, exhibits, and ancillary agreements; (iii) performance data, scorecards, and reports relating to the Service Level Obligations set forth in Schedule C to the TSA; (iv) internal memoranda, reports, and analyses relating to the VTS relationship and the decision to terminate the TSA; (v) financial records, including invoicing and payment records under the TSA; (vi) documents relating to Stonefield's carrier diversification activities; and (vii) documents relating to any invocation of force majeure provisions. Defendant estimates that this production may potentially encompass tens of thousands of documents.

Plaintiff's Anticipated Production. Plaintiff Vantor estimates that its document production may include, among other things: (i) internal communications among Vantor and VTS personnel regarding the TSA, the termination, and the parties' respective performance; (ii) fleet management records, including records relating to equipment dedicated to the TSA; (iii) financial statements and projections of Vantor and VTS; (iv) documentation of Vantor's and VTS's mitigation efforts following the termination; and (v) expert-related materials.

Rolling Production. Both parties agree to produce documents on a rolling basis. The parties further agree to use best efforts to achieve substantial completion of their first document productions within sixty (60) days of service of the initial document requests.

E. ESI Protocol

The parties have conferred regarding the identification, preservation, collection, review, and production of electronically stored information and propose the following protocols:

Format of Production. Documents shall be produced in single-page TIFF image format with corresponding load files containing extracted text and standard metadata fields (including, at a minimum, custodian, date created, date modified, date sent, author, from, to, cc, bcc, subject, and file name). Spreadsheets (including Ashbury Holdings Excel files), databases, and other documents that cannot be meaningfully rendered as TIFF images shall be produced in their native format, with applicable metadata.

Search Methodology. The parties agree that the use of Technology Assisted Review ("TAR"), predictive coding, or other advanced analytics tools is permissible in connection with the review and production of ESI. If a producing party elects to use TAR or similar technology, the producing party shall, upon reasonable request by the receiving party, disclose the general methodology employed, including the nature of the TAR protocol used, the seed set or training methodology, and quality control measures.

eDiscovery Vendor. Defendant's eDiscovery vendor is Pinnacle Forensics LLC, Project ID: PF-SLG-2022-0914, located at 12000 Findley Road, Suite 200, Johns Creek, Georgia 30097. Defendant's Client Engagement Director at Pinnacle Forensics is Nathan Billings. Plaintiff will identify its eDiscovery vendor, if any, in due course.

Bates Numbering. Defendant shall use the Bates prefix "SLG-" for all documents produced. Plaintiff shall use the Bates prefix "VHC-" for all documents produced. Each document page shall bear a unique sequential Bates number.

Clawback/Non-Waiver Order. The parties jointly propose entry of a stipulation and order pursuant to Federal Rule of Evidence 502(d) providing that the inadvertent production of documents or information protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection shall not constitute a waiver of such privilege or protection in this action or in any other federal or state proceeding. The parties have prepared a proposed stipulation and [FRE 502(d)] order, which will be submitted to the Court at or prior to the Initial Pretrial Conference for the Court's review and approval.

F. Privilege Logs

Privilege logs shall be exchanged concurrently with document productions or within fourteen (14) days following each production, whichever is later. Each entry on a privilege log shall include, at a minimum, the following information: (i) the date of the document or communication; (ii) the author or sender; (iii) all recipients, including those copied; (iv) a general description of the subject matter of the document or communication, stated with sufficient specificity to permit assessment of the privilege claim without revealing privileged content; and (v) the specific privilege or protection asserted (e.g., attorney-client privilege, work product protection, or both).

The parties reserve the right to challenge the sufficiency of any privilege log entry or the applicability of any asserted privilege through the meet-and-confer process required by this District's Individual Practices and Local Civil Rules and, if the dispute cannot be resolved through the meet-and-confer process, by motion to the Court.

G. Depositions. Number of Depositions. Each side may take up to ten (10) fact depositions, consistent with the presumptive limit set forth in Rule 30(a)(2)(A)(i) of the Federal Rules of Civil Procedure. The parties believe this number is adequate to address the claims, defenses, and counterclaim at issue.

Duration. Each deposition shall be limited to seven (7) hours of examination per deponent in a single day, unless otherwise agreed by the parties or ordered by the Court, in accordance with Rule 30(d)(1).

Anticipated Deponents. The parties have identified the following individuals as persons they anticipate deposing during fact discovery. These lists are preliminary and are subject to revision as discovery progresses:

Plaintiff anticipates deposing the following individuals, among others:

• Janet Kirkwood, Vice President of Carrier Relations, Stonefield Logistics Group Inc.

• Raymond Hess, Director of Contract Compliance, Stonefield Logistics Group Inc.

• Carlos Medina, Senior Vice President of Operations, Stonefield Logistics Group Inc.

• Tobias Wren, General Counsel, Stonefield Logistics Group Inc.

• One or more representatives from Cascade Freight Systems Inc. and/or Briarwood Trucking Co., to the extent their testimony is relevant to Stonefield's carrier diversification activities and lane exclusivity issues.

• Other witnesses to be identified during the course of discovery.

Defendant anticipates deposing the following individuals, among others:

• Nikolai Vantorovich, Chief Executive Officer, Vantor Holdings Corp.

• Sandra Milescu, Chief Operating Officer, Vantor Holdings Corp. and Vantor Transport Services LLC.

• Derek Pruitt, Vice President of Business Development, Vantor Holdings Corp.

• Gregory Fielding, Chief Financial Officer, Vantor Holdings Corp.

• One or more corporate designees of Vantor and/or VTS pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure, on topics to be noticed in accordance with the Rules.

• Other witnesses to be identified during the course of discovery.

Deposition Scheduling. The parties agree to cooperate in good faith in scheduling depositions to minimize unnecessary burden and expense. Each party shall provide at least fourteen (14) calendar days' notice of any deposition, absent mutual agreement for a shorter notice period.

Location. Depositions shall be conducted in New York, New York unless otherwise agreed by the parties. Depositions may be conducted by videoconference upon mutual agreement of the parties, in accordance with the applicable provisions of the Federal Rules of Civil Procedure.

H. Third-Party discovery

Defendant's Anticipated Third-Party discovery. Defendant anticipates serving subpoenas pursuant to Rule 45 of the Federal Rules of Civil Procedure on certain non-parties. Specifically, Defendant anticipates serving subpoenas on the following entities, among others:

• Cascade Freight Systems Inc., located at 4700 Lakehurst Court, Columbus, Ohio 43016, for the production of documents and/or testimony regarding contracts, communications, and business dealings between Cascade Freight Systems Inc. and Stonefield Logistics Group Inc. related to specific transportation lanes that were the subject of the TSA.

• Briarwood Trucking Co., located at 1280 Jefferson Davis Highway, Suite 310, Arlington, Virginia 22202, for the production of documents and/or testimony regarding contracts, communications, and business dealings between Briarwood Trucking Co. and Stonefield Logistics Group Inc. related to specific transportation lanes that were the subject of the TSA.

Plaintiff's Anticipated Third-Party discovery. Plaintiff reserves the right to serve subpoenas on Ridgeline Capital Partners, LP and/or Ashford Meridian LLP if documents and information relevant to Plaintiff's claims are not produced through party discovery. Plaintiff will evaluate the necessity of such third-party discovery as party-to-party discovery progresses.

Notice. The parties agree to provide reasonable advance notice to opposing counsel of any anticipated third-party discovery, including the identity of the third party, the anticipated scope of the subpoena, and the proposed return date, so as to allow an opportunity for the parties to confer regarding any objections or concerns prior to the service of such subpoenas.

VII. Expert discovery

A. Expert Disclosure Schedule

The parties propose the following schedule for expert disclosures and expert discovery:

• Plaintiff's (Vantor's) Expert Report Deadline: May 15, 2023. As the party bearing the burden of proof on damages and certain elements of its breach of contract claim, Plaintiff shall serve its opening expert reports on or before this date.

• Defendant's (Stonefield's) Rebuttal Expert Report Deadline: August 25, 2023. Defendant shall serve its rebuttal expert reports, including any affirmative expert reports in support of Defendant's defenses and counterclaim, on or before this date.

• Plaintiff's Reply/Supplemental Expert Report Deadline (if any): September 22, 2023. To the extent Plaintiff elects to serve reply or supplemental expert reports, such reports shall be served on or before this date, limited in scope to matters raised in Defendant's rebuttal expert reports.

• Expert discovery Deadline (including depositions of experts): January 12, 2024. All expert discovery, including depositions of testifying experts, shall be completed by this date.

B. Anticipated Expert Testimony

Plaintiff's Anticipated Experts. Plaintiff anticipates retaining one or more experts in the field of damages and economics to provide opinion testimony on the quantum of damages sustained by Vantor as a result of the alleged wrongful termination, including opinions on liquidated damages calculations under Section 14.2 of the TSA, lost profits analysis for the remaining term of the agreement, stranded asset costs associated with dedicated fleet equipment, workforce reduction costs, and the reasonableness of Plaintiff's mitigation efforts.

Defendant's Anticipated Experts. Defendant anticipates retaining one or more rebuttal experts in the field of damages and economics to challenge Plaintiff's damages methodology, to opine on alternative damages models and calculations, to analyze the reasonableness and adequacy of Plaintiff's mitigation efforts, and to provide economic analysis relevant to the enforceability of the liquidated damages clause, including whether the liquidated damages amount bears a reasonable relation to anticipated or actual harm.

Daubert Challenges. Neither party currently anticipates filing a motion to exclude expert testimony pursuant to Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579 (1993), and its progeny at this time. However, both parties expressly reserve all rights to file such motions following the completion of expert discovery and the exchange of expert reports and deposition testimony.

VIII. Dispositive Motions

Proposed Deadline. The parties jointly propose that any dispositive motions, including motions for summary judgment pursuant to Rule 56 of the Federal Rules of Civil Procedure, be filed no later than March 1, 2024.

Anticipated Motions. Both parties anticipate filing motions for summary judgment, in whole or in part, on certain claims, defenses, and counterclaims. Specifically:

Defendant's Anticipated Summary Judgment Motion. Defendant anticipates moving for summary judgment on the following issues, among others: (1) that the termination of the TSA was valid and properly effected for Cause under Section 13.1(a) based on VTS's material breaches of the Service Level Obligations; (2) that the liquidated damages clause in Section 14.2 of the TSA is unenforceable as a penalty under New York law; (3) that Plaintiff's recovery is barred or limited by the consequential damages waiver set forth in Section 15.1 of the TSA; and (4) that Plaintiff failed to mitigate its damages.

Plaintiff's Anticipated Summary Judgment Motion. Plaintiff reserves the right to cross-move for partial summary judgment on the wrongful termination claim and on the enforceability of the liquidated damages provision in Section 14.2 of the TSA.

The parties will comply with this Court's Individual Practices and the Local Civil Rules of the Southern District of New York regarding the briefing and scheduling of any dispositive motions.

IX. Settlement and ADR

A. Mandatory Executive Negotiation

The parties note that Section 16 of the TSA contains a mandatory executive negotiation provision requiring the parties' respective senior executives to engage in good-faith negotiation for a period of at least thirty (30) days prior to the commencement of any litigation arising out of the TSA. Both parties confirm that the contractually required executive negotiation was completed prior to the filing of this action. Two executive negotiation sessions were conducted:

• May 16, 2022: An in-person meeting was held between Marcus Denton, Chief Executive Officer of Stonefield Logistics Group Inc., and Nikolai Vantorovich, Chief Executive Officer of Vantor Holdings Corp. The meeting did not result in a resolution of the dispute.

• June 3, 2022: A telephonic session was conducted between the same executives. This session also did not result in a resolution of the dispute.

Following the conclusion of the executive negotiation process without resolution, Vantor filed this action on August 12, 2022.

B. Settlement Discussions

Both parties remain open to settlement discussions at an appropriate time. However, no settlement negotiations are currently pending, and neither party has made a demand or offer of settlement since the commencement of this litigation.

Neither party requests court-annexed mediation or referral to the Court's mediation program at this time. Both parties reserve the right to request referral to mediation or other alternative dispute resolution mechanisms during the course of the litigation, should circumstances warrant such a request.

The parties will promptly advise the Court if settlement discussions progress to the point where a stay of proceedings or an adjournment of any deadlines established in the Case Management Order would be warranted and in the interest of judicial economy.

X. Trial

A. Jury Demand

Defendant Stonefield Logistics Group Inc. has demanded a trial by jury in its Answer to the Amended Complaint. Plaintiff Vantor Holdings Corp. has also demanded a trial by jury in the Amended Complaint. Accordingly, this case will proceed to a jury trial.

B. Estimated Trial Length

The parties jointly estimate that trial, if necessary, would require approximately seven to ten (7–10) business days, inclusive of jury selection, opening statements, the presentation of evidence by both sides, closing arguments, and jury instructions.

C. Trial Readiness

Based on the proposed discovery and dispositive motion schedule set forth in this Plan, the parties jointly estimate that the earliest date on which this case could be ready for trial would be approximately Summer 2024, assuming resolution of any dispositive motions by May or June 2024. This estimate is subject to adjustment based on the complexity and outcome of any dispositive motions that may be filed and the Court's schedule.

XI. Other Matters

A. Amendments to Pleadings

The parties propose that any motions for leave to amend pleadings be filed no later than the close of fact discovery on September 29, 2023. No amendments to the pleadings are currently anticipated by either party. The parties understand that any such amendment after the deadline established in the Case Management Order would require a showing of good cause under Rule 16(b)(4) of the Federal Rules of Civil Procedure, in addition to satisfaction of the requirements of Rule 15(a).

B. Joinder of Additional Parties

No joinder of additional parties is currently anticipated by either party. Defendant notes, however, that Vantor Transport Services LLC—the entity that is the actual signatory counterparty to the TSA in its capacity as "Carrier-Provider"—is not a named party to this action. Plaintiff brings this action in its capacity as the parent corporation and sole owner of VTS. Defendant reserves the right to raise issues regarding the real party in interest under Rule 17 of the Federal Rules of Civil Procedure if appropriate, and the parties may need to address this issue during the course of discovery.

C. Confidentiality / Protective Order

The parties anticipate that certain documents and testimony produced or obtained during discovery in this action will contain commercially sensitive, proprietary, or confidential business information. Categories of information likely to warrant confidential treatment include, without limitation, financial data and projections, customer information, carrier contracts and pricing, competitive pricing models, internal strategic analyses, and trade-sensitive operational data.

The parties propose entry of a stipulated protective order governing the handling, use, and disclosure of confidential information produced in discovery. The proposed protective order would establish a tiered confidentiality designation system (e.g., "Confidential" and "Highly Confidential—Attorneys' Eyes Only") and would restrict the use of confidential materials to this litigation. A proposed stipulated protective order has been prepared by the parties and will be submitted to the Court for review and approval at or prior to the Initial Pretrial Conference.

D. Preservation of Evidence

Both parties confirm that litigation hold notices have been issued to relevant custodians and that affirmative steps have been taken to preserve all documents, electronically stored information, and tangible things that may be relevant to the claims, defenses, and counterclaim in this action.

Defendant's Preservation. Defendant represents that its litigation hold was issued on September 2, 2022, to key custodians, including individuals involved in the TSA, the VTS relationship, the termination decision, and carrier diversification activities. Defendant further represents that its eDiscovery vendor, Pinnacle Forensics LLC, has been retained to assist with the preservation, collection, processing, and hosting of relevant ESI.

Plaintiff's Preservation. Plaintiff represents that appropriate preservation steps have been taken, including the issuance of litigation hold notices to relevant custodians and the suspension of routine document destruction policies with respect to materials potentially relevant to this action.

XII. Proposed Schedule Summary

The following table summarizes the key deadlines proposed by the parties in this Joint Proposed Case Management Plan:

XIII. Certification and Signatures

The undersigned counsel of record, having conferred in good faith pursuant to Rule 26(f) of the Federal Rules of Civil Procedure and the Court's scheduling order, jointly submit this Proposed Case Management Plan for the Court's consideration and approval at the Initial Pretrial Conference scheduled for February 10, 2023.

Respectfully submitted,

FOR DEFENDANT STONEFIELD LOGISTICS GROUP INC.:

CALDERWOOD & HARKNESS LLP

By: ________

Patrick Gallagher 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 547-8200

Email: pgallagher@calderwoodharkness.com

Attorneys for Defendant Stonefield Logistics Group Inc.

Dated: February 7, 2023

FOR PLAINTIFF VANTOR HOLDINGS CORP.:

CALDWELL ROYCE & SHAPIRO LLP

By: ________

Jason Whitford 1 Liberty Plaza, 22nd Floor New York, New York 10006 Telephone: (212) 613-4400

Email: jwhitford@caldwellroyce.com

Attorneys for Plaintiff Vantor Holdings Corp.

Dated: February 7, 2023

CERTIFICATE OF SERVICE

I hereby certify that on February 7, 2023, a true and correct copy of the foregoing Joint Proposed Case Management Plan was filed with the Clerk of Court via the Court's CM/ECF electronic filing system, which constitutes service on all counsel of record who are registered CM/ECF users in this action, Case No. 22-cv-07841.

________________________________________

Jason Whitford CALDWELL ROYCE & SHAPIRO LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006

VANTOR HOLDINGS CORP.,

Plaintiff,

Case No. 22-cv-07841

Hon. Margaret T. Calloway, U.S.D.J.

STONEFIELD LOGISTICS GROUP INC.,

Defendant.

Milestone	Proposed Date
Initial Pretrial Conference	February 10, 2023
Entry of Case Management Order	February 17, 2023 (anticipated)
Initial Disclosures (FRCP 26(a)(1))	Within 14 days of CMO entry (~early March 2023)
Commencement of Fact discovery	Upon entry of CMO
Plaintiff's Expert Report Deadline	May 15, 2023
Defendant's Rebuttal Expert Report Deadline	August 25, 2023
Plaintiff's Reply Expert Report (if any)	September 22, 2023
Close of Fact discovery	September 29, 2023
Deadline for Amendments to Pleadings	September 29, 2023
Close of Expert discovery (incl. depositions)	January 12, 2024
Dispositive Motion Deadline	March 1, 2024
Trial Readiness	Summer 2024 (estimated)

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK
JOINT PROPOSED CASE MANAGEMENT PLAN
I. Introductory Statement
Pursuant to Rules 16(b) and 26(f) of the Federal Rules of Civil Procedure, and in accordance with this Court's scheduling order setting the Initial Pretrial Conference for February 10, 2023, the parties jointly submit this Proposed Case Management Plan for the Court's consideration and approval.
Plaintiff Vantor Holdings Corp. ("Vantor" or "Plaintiff") is represented by the law firm of Caldwell Royce & Shapiro LLP, through its attorneys Harrison Caldwell, Meredith Shapiro, Jason Whitford, and Alina Petrov, with offices located at 1 Liberty Plaza, 22nd Floor, New York, New York 10006.
Defendant Stonefield Logistics Group Inc. ("Stonefield" or "Defendant") is represented by the law firm of Calderwood & Harkness LLP, through its attorneys Samuel Eklund, Linda Osei, Patrick Gallagher, and Simone Laroche, with offices located at 200 Park Avenue, 38th Floor, New York, New York 10166.
This Joint Proposed Case Management Plan was prepared jointly by Patrick Gallagher of Calderwood & Harkness LLP, on behalf of Defendant, and Jason Whitford of Caldwell Royce & Shapiro LLP, on behalf of Plaintiff, following the parties' conference conducted pursuant to Rule 26(f) of the Federal Rules of Civil Procedure, as described more fully in Section V below.
II. Nature of the Action
This action is a breach of contract dispute arising from the termination of a Transportation Services Agreement dated March 15, 2019 (the "TSA"), bearing Contract Reference No. SLG-VTS-2019-0315, entered into between Stonefield Logistics Group Inc. (in its capacity as "Shipper-Broker") and Vantor Transport Services LLC ("VTS") (in its capacity as "Carrier-Provider"). VTS is a wholly owned subsidiary of Plaintiff Vantor Holdings Corp.
The TSA governed the provision of dedicated and on-demand truckload transportation services across specified shipping lanes in the Northeast, Mid-Atlantic, and Southeast corridors of the United States. The TSA had a five-year term commencing on April 1, 2019 and running through March 31, 2024, subject to the termination provisions set forth therein.
Plaintiff's Claims. Vantor alleges that Stonefield wrongfully terminated the TSA on or about March 4, 2022, purportedly for Cause under Section 13.1(a) of the TSA. Vantor contends that the purported termination for cause was pretextual and that, in fact, Stonefield itself materially breached the TSA through, among other things, sustained volume shortfalls below the Minimum Volume Commitments set forth in Schedule B of the TSA, violations of lane exclusivity provisions contained in Section 5.3, and termination of the agreement in order to avoid the contractual rate adjustment scheduled to take effect in April 2022 pursuant to Section 7.2 of the TSA. Vantor seeks damages in the approximate amount of $95,400,000, encompassing liquidated damages under Section 14.2 of the TSA, lost profits for the remaining term of the agreement, stranded asset costs associated with dedicated equipment acquired in reliance on the TSA, workforce reduction costs, and costs of mitigation.
Defendant's Defenses and Counterclaim. Stonefield denies that it wrongfully terminated the TSA and asserts that the TSA was validly terminated for Cause under Section 13.1(a) of the agreement based upon VTS's sustained, uncured material breaches of Service Level Obligations set forth in Schedule C to the TSA, including on-time delivery performance, equipment condition standards, and driver compliance metrics. Stonefield has asserted fourteen affirmative defenses to Vantor's claims and has filed a counterclaim seeking a declaratory judgment that: (1) the termination of the TSA was valid and properly effected for Cause; (2) no liquidated damages are owed to Vantor or VTS under Section 14.2 of the TSA; and (3) any material breach of the TSA was committed by VTS, not by Stonefield.
Governing Law. The TSA is governed by the laws of the State of New York, as specified in Section 16 of the agreement.
III. Procedural History to Date
The procedural history of this action to date is as follows:
• August 12, 2022: Plaintiff Vantor Holdings Corp. filed its original Complaint in this action, initiating Case No. 22-cv-07841.
• September 8, 2022: Calderwood & Harkness LLP filed a Notice of Appearance on behalf of Defendant Stonefield Logistics Group Inc.
• October 14, 2022: Defendant Stonefield filed a Motion to Dismiss the Complaint pursuant to Rule 12(b)(6) of the Federal Rules of Civil Procedure. In its motion, Stonefield argued, among other things, that the liquidated damages clause contained in Section 14.2 of the TSA constitutes an unenforceable penalty under New York law and that Plaintiff's lost profits claim was inadequately pled, failing to allege the factual basis necessary to establish lost profits with reasonable certainty.
• November 18, 2022: Plaintiff Vantor filed its opposition to Defendant's Motion to Dismiss, arguing that the liquidated damages clause is enforceable under established New York precedent and that the lost profits claim was sufficiently pled to survive a motion to dismiss.
• December 2, 2022: Plaintiff Vantor filed an Amended Complaint as of right pursuant to Rule 15(a)(1) of the Federal Rules of Civil Procedure. The Amended Complaint added allegations of breach by Stonefield based on volume shortfalls below the Minimum Volume Commitments, violations of the lane exclusivity provisions of the TSA, and a pretextual termination motive—specifically, that Stonefield terminated the TSA in order to avoid the contractual rate adjustment scheduled to take effect in April 2022 pursuant to Section 7.2.
• December 5, 2022: Defendant Stonefield filed its reply in support of the Motion to Dismiss.
• December 16, 2022: The Court (Calloway, J.) entered an order denying Defendant's Motion to Dismiss as moot in light of the filing of the Amended Complaint, without prejudice to Defendant's right to renew any arguments in a responsive pleading or subsequent motion.
• January 13, 2023: Defendant Stonefield filed its Answer to the Amended Complaint, asserting fourteen affirmative defenses, and filed its Counterclaim for declaratory judgment.
• January 27, 2023: Plaintiff Vantor filed its Answer to Defendant Stonefield's Counterclaim.
• February 7, 2023: The parties submit this Joint Proposed Case Management Plan.
The Initial Pretrial Conference is currently scheduled for February 10, 2023 before the Honorable Margaret T. Calloway, United States District Judge.
IV. Jurisdiction and Venue
Subject Matter Jurisdiction. This Court has subject matter jurisdiction over this action pursuant to 28 U.S.C. § 1332(a) (diversity of citizenship). Plaintiff Vantor Holdings Corp. is a corporation organized and existing under the laws of the State of New York, with its principal place of business located at 580 Eighth Avenue, 14th Floor, New York, New York 10018. Plaintiff is therefore a citizen of the State of New York for purposes of diversity jurisdiction. Defendant Stonefield Logistics Group Inc. is a corporation organized and existing under the laws of the State of Delaware, with its principal place of business located at 4200 Commerce Parkway, Suite 800, Fort Worth, Texas 76102. Defendant is therefore a citizen of the States of Delaware and Texas for purposes of diversity jurisdiction. Complete diversity of citizenship exists between the parties. The amount in controversy exceeds $75,000, exclusive of interest and costs.
Venue. Venue is proper in the Southern District of New York pursuant to 28 U.S.C. § 1391(b). In addition, Section 16 of the TSA contains a forum selection clause designating the United States District Court for the Southern District of New York or the Supreme Court of the State of New York, New York County, as the exclusive forums for any disputes arising out of or relating to the TSA.
No Pending or Anticipated Challenges. Neither party has filed, and neither party currently anticipates filing, any motion challenging subject matter jurisdiction or venue.
V. Parties' Rule 26(f) Conference
The parties conducted their conference required by Rule 26(f) of the Federal Rules of Civil Procedure on January 30, 2023, by videoconference. The following counsel participated in the conference:
• For Defendant Stonefield: Patrick Gallagher and Simone Laroche, Calderwood & Harkness LLP.
• For Plaintiff Vantor: Jason Whitford and Alina Petrov, Caldwell Royce & Shapiro LLP.
During the Rule 26(f) conference, the parties discussed the following topics: (1) the anticipated scope of discovery in this action, including the volume of documents and categories of information likely to be relevant; (2) protocols for the identification, preservation, collection, review, and production of electronically stored information ("ESI"); (3) the anticipated number of depositions and the identity of likely deponents; (4) the schedule for expert discovery, including the sequence and timing of expert reports and expert depositions; (5) privilege issues, including the need for a clawback/non-waiver order under Federal Rule of Evidence 502(d); and (6) the potential for settlement discussions between the parties. The specific areas of agreement and disagreement resulting from the Rule 26(f) conference are noted in the relevant sections of this Plan below.
VI. Proposed discovery Schedule
A. Initial Disclosures
The parties agree that initial disclosures pursuant to Rule 26(a)(1) of the Federal Rules of Civil Procedure are appropriate in this matter. The parties propose that initial disclosures be exchanged within fourteen (14) days of the Court's entry of the Case Management Order—i.e., by approximately early March 2023, assuming entry of the Case Management Order on or about February 17, 2023. Each party's initial disclosures shall include the identification of individuals likely to have discoverable information that the disclosing party may use to support its claims or defenses, a description of all categories of documents and ESI in the disclosing party's possession, custody, or control that the disclosing party may use to support its claims or defenses, a computation of damages claimed, and any applicable insurance agreements.
B. Fact discovery
Commencement. Fact discovery shall commence upon entry of the Case Management Order.
Proposed Fact discovery Deadline. The parties jointly propose a fact discovery deadline of September 29, 2023, which provides approximately seven and one-half (7.5) months from the anticipated entry of the Case Management Order in mid-February 2023.
Defendant's Position. Stonefield proposes September 29, 2023 as the close of fact discovery. In Defendant's view, this period provides adequate time for the completion of document productions, interrogatory responses, responses to requests for admission, and depositions, taking into account the anticipated volume of documents and the complexity of the issues in this case, including performance metrics under the Service Level Obligations, damages analysis, and contractual interpretation issues arising under the TSA.
Plaintiff's Position. Vantor agrees to the September 29, 2023 fact discovery deadline proposed by Defendant and believes this timeline is sufficient to conduct the discovery necessary to prosecute its claims and respond to Defendant's defenses and counterclaim.
C. Written discovery
Interrogatories. Each party may serve up to twenty-five (25) interrogatories, including discrete subparts, on any other party, pursuant to Rule 33 of the Federal Rules of Civil Procedure. The parties agree that this limit is appropriate given the nature and scope of the claims and defenses at issue.
Requests for Production. The parties do not propose a numerical limit on requests for production of documents under Rule 34 of the Federal Rules of Civil Procedure. The parties agree to serve requests for production in good faith and with reasonable scope, consistent with the proportionality requirements of Rule 26(b)(1).
Requests for Admission. Each party may serve up to thirty (30) requests for admission on any other party, pursuant to Rule 36 of the Federal Rules of Civil Procedure.
Response Deadlines. All responses and objections to written discovery shall be served within thirty (30) days from the date of service, in accordance with the time periods specified in the Federal Rules of Civil Procedure.
D. Document Production
The parties anticipate substantial document productions from both sides in this action.
Defendant's Anticipated Production. Defendant Stonefield estimates that its document production may include, among other things: (i) communications between Stonefield personnel and VTS/Vantor personnel regarding the TSA and the performance of transportation services thereunder; (ii) the TSA and all amendments, schedules, exhibits, and ancillary agreements; (iii) performance data, scorecards, and reports relating to the Service Level Obligations set forth in Schedule C to the TSA; (iv) internal memoranda, reports, and analyses relating to the VTS relationship and the decision to terminate the TSA; (v) financial records, including invoicing and payment records under the TSA; (vi) documents relating to Stonefield's carrier diversification activities; and (vii) documents relating to any invocation of force majeure provisions. Defendant estimates that this production may potentially encompass tens of thousands of documents.
Plaintiff's Anticipated Production. Plaintiff Vantor estimates that its document production may include, among other things: (i) internal communications among Vantor and VTS personnel regarding the TSA, the termination, and the parties' respective performance; (ii) fleet management records, including records relating to equipment dedicated to the TSA; (iii) financial statements and projections of Vantor and VTS; (iv) documentation of Vantor's and VTS's mitigation efforts following the termination; and (v) expert-related materials.
Rolling Production. Both parties agree to produce documents on a rolling basis. The parties further agree to use best efforts to achieve substantial completion of their first document productions within sixty (60) days of service of the initial document requests.
E. ESI Protocol
The parties have conferred regarding the identification, preservation, collection, review, and production of electronically stored information and propose the following protocols:
Format of Production. Documents shall be produced in single-page TIFF image format with corresponding load files containing extracted text and standard metadata fields (including, at a minimum, custodian, date created, date modified, date sent, author, from, to, cc, bcc, subject, and file name). Spreadsheets (including Ashbury Holdings Excel files), databases, and other documents that cannot be meaningfully rendered as TIFF images shall be produced in their native format, with applicable metadata.
Search Methodology. The parties agree that the use of Technology Assisted Review ("TAR"), predictive coding, or other advanced analytics tools is permissible in connection with the review and production of ESI. If a producing party elects to use TAR or similar technology, the producing party shall, upon reasonable request by the receiving party, disclose the general methodology employed, including the nature of the TAR protocol used, the seed set or training methodology, and quality control measures.
eDiscovery Vendor. Defendant's eDiscovery vendor is Pinnacle Forensics LLC, Project ID: PF-SLG-2022-0914, located at 12000 Findley Road, Suite 200, Johns Creek, Georgia 30097. Defendant's Client Engagement Director at Pinnacle Forensics is Nathan Billings. Plaintiff will identify its eDiscovery vendor, if any, in due course.
Bates Numbering. Defendant shall use the Bates prefix "SLG-" for all documents produced. Plaintiff shall use the Bates prefix "VHC-" for all documents produced. Each document page shall bear a unique sequential Bates number.
Clawback/Non-Waiver Order. The parties jointly propose entry of a stipulation and order pursuant to Federal Rule of Evidence 502(d) providing that the inadvertent production of documents or information protected by the attorney-client privilege, the work product doctrine, or any other applicable privilege or protection shall not constitute a waiver of such privilege or protection in this action or in any other federal or state proceeding. The parties have prepared a proposed stipulation and [FRE 502(d)] order, which will be submitted to the Court at or prior to the Initial Pretrial Conference for the Court's review and approval.
F. Privilege Logs
Privilege logs shall be exchanged concurrently with document productions or within fourteen (14) days following each production, whichever is later. Each entry on a privilege log shall include, at a minimum, the following information: (i) the date of the document or communication; (ii) the author or sender; (iii) all recipients, including those copied; (iv) a general description of the subject matter of the document or communication, stated with sufficient specificity to permit assessment of the privilege claim without revealing privileged content; and (v) the specific privilege or protection asserted (e.g., attorney-client privilege, work product protection, or both).
The parties reserve the right to challenge the sufficiency of any privilege log entry or the applicability of any asserted privilege through the meet-and-confer process required by this District's Individual Practices and Local Civil Rules and, if the dispute cannot be resolved through the meet-and-confer process, by motion to the Court.
G. Depositions. Number of Depositions. Each side may take up to ten (10) fact depositions, consistent with the presumptive limit set forth in Rule 30(a)(2)(A)(i) of the Federal Rules of Civil Procedure. The parties believe this number is adequate to address the claims, defenses, and counterclaim at issue.
Duration. Each deposition shall be limited to seven (7) hours of examination per deponent in a single day, unless otherwise agreed by the parties or ordered by the Court, in accordance with Rule 30(d)(1).
Anticipated Deponents. The parties have identified the following individuals as persons they anticipate deposing during fact discovery. These lists are preliminary and are subject to revision as discovery progresses:
Plaintiff anticipates deposing the following individuals, among others:
• Janet Kirkwood, Vice President of Carrier Relations, Stonefield Logistics Group Inc.
• Raymond Hess, Director of Contract Compliance, Stonefield Logistics Group Inc.
• Carlos Medina, Senior Vice President of Operations, Stonefield Logistics Group Inc.
• Tobias Wren, General Counsel, Stonefield Logistics Group Inc.
• One or more representatives from Cascade Freight Systems Inc. and/or Briarwood Trucking Co., to the extent their testimony is relevant to Stonefield's carrier diversification activities and lane exclusivity issues.
• Other witnesses to be identified during the course of discovery.
Defendant anticipates deposing the following individuals, among others:
• Nikolai Vantorovich, Chief Executive Officer, Vantor Holdings Corp.
• Sandra Milescu, Chief Operating Officer, Vantor Holdings Corp. and Vantor Transport Services LLC.
• Derek Pruitt, Vice President of Business Development, Vantor Holdings Corp.
• Gregory Fielding, Chief Financial Officer, Vantor Holdings Corp.
• One or more corporate designees of Vantor and/or VTS pursuant to Rule 30(b)(6) of the Federal Rules of Civil Procedure, on topics to be noticed in accordance with the Rules.
• Other witnesses to be identified during the course of discovery.
Deposition Scheduling. The parties agree to cooperate in good faith in scheduling depositions to minimize unnecessary burden and expense. Each party shall provide at least fourteen (14) calendar days' notice of any deposition, absent mutual agreement for a shorter notice period.
Location. Depositions shall be conducted in New York, New York unless otherwise agreed by the parties. Depositions may be conducted by videoconference upon mutual agreement of the parties, in accordance with the applicable provisions of the Federal Rules of Civil Procedure.
H. Third-Party discovery
Defendant's Anticipated Third-Party discovery. Defendant anticipates serving subpoenas pursuant to Rule 45 of the Federal Rules of Civil Procedure on certain non-parties. Specifically, Defendant anticipates serving subpoenas on the following entities, among others:
• Cascade Freight Systems Inc., located at 4700 Lakehurst Court, Columbus, Ohio 43016, for the production of documents and/or testimony regarding contracts, communications, and business dealings between Cascade Freight Systems Inc. and Stonefield Logistics Group Inc. related to specific transportation lanes that were the subject of the TSA.
• Briarwood Trucking Co., located at 1280 Jefferson Davis Highway, Suite 310, Arlington, Virginia 22202, for the production of documents and/or testimony regarding contracts, communications, and business dealings between Briarwood Trucking Co. and Stonefield Logistics Group Inc. related to specific transportation lanes that were the subject of the TSA.
Plaintiff's Anticipated Third-Party discovery. Plaintiff reserves the right to serve subpoenas on Ridgeline Capital Partners, LP and/or Ashford Meridian LLP if documents and information relevant to Plaintiff's claims are not produced through party discovery. Plaintiff will evaluate the necessity of such third-party discovery as party-to-party discovery progresses.
Notice. The parties agree to provide reasonable advance notice to opposing counsel of any anticipated third-party discovery, including the identity of the third party, the anticipated scope of the subpoena, and the proposed return date, so as to allow an opportunity for the parties to confer regarding any objections or concerns prior to the service of such subpoenas.
VII. Expert discovery
A. Expert Disclosure Schedule
The parties propose the following schedule for expert disclosures and expert discovery:
• Plaintiff's (Vantor's) Expert Report Deadline: May 15, 2023. As the party bearing the burden of proof on damages and certain elements of its breach of contract claim, Plaintiff shall serve its opening expert reports on or before this date.
• Defendant's (Stonefield's) Rebuttal Expert Report Deadline: August 25, 2023. Defendant shall serve its rebuttal expert reports, including any affirmative expert reports in support of Defendant's defenses and counterclaim, on or before this date.
• Plaintiff's Reply/Supplemental Expert Report Deadline (if any): September 22, 2023. To the extent Plaintiff elects to serve reply or supplemental expert reports, such reports shall be served on or before this date, limited in scope to matters raised in Defendant's rebuttal expert reports.
• Expert discovery Deadline (including depositions of experts): January 12, 2024. All expert discovery, including depositions of testifying experts, shall be completed by this date.
B. Anticipated Expert Testimony
Plaintiff's Anticipated Experts. Plaintiff anticipates retaining one or more experts in the field of damages and economics to provide opinion testimony on the quantum of damages sustained by Vantor as a result of the alleged wrongful termination, including opinions on liquidated damages calculations under Section 14.2 of the TSA, lost profits analysis for the remaining term of the agreement, stranded asset costs associated with dedicated fleet equipment, workforce reduction costs, and the reasonableness of Plaintiff's mitigation efforts.
Defendant's Anticipated Experts. Defendant anticipates retaining one or more rebuttal experts in the field of damages and economics to challenge Plaintiff's damages methodology, to opine on alternative damages models and calculations, to analyze the reasonableness and adequacy of Plaintiff's mitigation efforts, and to provide economic analysis relevant to the enforceability of the liquidated damages clause, including whether the liquidated damages amount bears a reasonable relation to anticipated or actual harm.
Daubert Challenges. Neither party currently anticipates filing a motion to exclude expert testimony pursuant to Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579 (1993), and its progeny at this time. However, both parties expressly reserve all rights to file such motions following the completion of expert discovery and the exchange of expert reports and deposition testimony.
VIII. Dispositive Motions
Proposed Deadline. The parties jointly propose that any dispositive motions, including motions for summary judgment pursuant to Rule 56 of the Federal Rules of Civil Procedure, be filed no later than March 1, 2024.
Anticipated Motions. Both parties anticipate filing motions for summary judgment, in whole or in part, on certain claims, defenses, and counterclaims. Specifically:
Defendant's Anticipated Summary Judgment Motion. Defendant anticipates moving for summary judgment on the following issues, among others: (1) that the termination of the TSA was valid and properly effected for Cause under Section 13.1(a) based on VTS's material breaches of the Service Level Obligations; (2) that the liquidated damages clause in Section 14.2 of the TSA is unenforceable as a penalty under New York law; (3) that Plaintiff's recovery is barred or limited by the consequential damages waiver set forth in Section 15.1 of the TSA; and (4) that Plaintiff failed to mitigate its damages.
Plaintiff's Anticipated Summary Judgment Motion. Plaintiff reserves the right to cross-move for partial summary judgment on the wrongful termination claim and on the enforceability of the liquidated damages provision in Section 14.2 of the TSA.
The parties will comply with this Court's Individual Practices and the Local Civil Rules of the Southern District of New York regarding the briefing and scheduling of any dispositive motions.
IX. Settlement and ADR
A. Mandatory Executive Negotiation
The parties note that Section 16 of the TSA contains a mandatory executive negotiation provision requiring the parties' respective senior executives to engage in good-faith negotiation for a period of at least thirty (30) days prior to the commencement of any litigation arising out of the TSA. Both parties confirm that the contractually required executive negotiation was completed prior to the filing of this action. Two executive negotiation sessions were conducted:
• May 16, 2022: An in-person meeting was held between Marcus Denton, Chief Executive Officer of Stonefield Logistics Group Inc., and Nikolai Vantorovich, Chief Executive Officer of Vantor Holdings Corp. The meeting did not result in a resolution of the dispute.
• June 3, 2022: A telephonic session was conducted between the same executives. This session also did not result in a resolution of the dispute.
Following the conclusion of the executive negotiation process without resolution, Vantor filed this action on August 12, 2022.
B. Settlement Discussions
Both parties remain open to settlement discussions at an appropriate time. However, no settlement negotiations are currently pending, and neither party has made a demand or offer of settlement since the commencement of this litigation.
Neither party requests court-annexed mediation or referral to the Court's mediation program at this time. Both parties reserve the right to request referral to mediation or other alternative dispute resolution mechanisms during the course of the litigation, should circumstances warrant such a request.
The parties will promptly advise the Court if settlement discussions progress to the point where a stay of proceedings or an adjournment of any deadlines established in the Case Management Order would be warranted and in the interest of judicial economy.
X. Trial
A. Jury Demand
Defendant Stonefield Logistics Group Inc. has demanded a trial by jury in its Answer to the Amended Complaint. Plaintiff Vantor Holdings Corp. has also demanded a trial by jury in the Amended Complaint. Accordingly, this case will proceed to a jury trial.
B. Estimated Trial Length
The parties jointly estimate that trial, if necessary, would require approximately seven to ten (7–10) business days, inclusive of jury selection, opening statements, the presentation of evidence by both sides, closing arguments, and jury instructions.
C. Trial Readiness
Based on the proposed discovery and dispositive motion schedule set forth in this Plan, the parties jointly estimate that the earliest date on which this case could be ready for trial would be approximately Summer 2024, assuming resolution of any dispositive motions by May or June 2024. This estimate is subject to adjustment based on the complexity and outcome of any dispositive motions that may be filed and the Court's schedule.
XI. Other Matters
A. Amendments to Pleadings
The parties propose that any motions for leave to amend pleadings be filed no later than the close of fact discovery on September 29, 2023. No amendments to the pleadings are currently anticipated by either party. The parties understand that any such amendment after the deadline established in the Case Management Order would require a showing of good cause under Rule 16(b)(4) of the Federal Rules of Civil Procedure, in addition to satisfaction of the requirements of Rule 15(a).
B. Joinder of Additional Parties
No joinder of additional parties is currently anticipated by either party. Defendant notes, however, that Vantor Transport Services LLC—the entity that is the actual signatory counterparty to the TSA in its capacity as "Carrier-Provider"—is not a named party to this action. Plaintiff brings this action in its capacity as the parent corporation and sole owner of VTS. Defendant reserves the right to raise issues regarding the real party in interest under Rule 17 of the Federal Rules of Civil Procedure if appropriate, and the parties may need to address this issue during the course of discovery.
C. Confidentiality / Protective Order
The parties anticipate that certain documents and testimony produced or obtained during discovery in this action will contain commercially sensitive, proprietary, or confidential business information. Categories of information likely to warrant confidential treatment include, without limitation, financial data and projections, customer information, carrier contracts and pricing, competitive pricing models, internal strategic analyses, and trade-sensitive operational data.
The parties propose entry of a stipulated protective order governing the handling, use, and disclosure of confidential information produced in discovery. The proposed protective order would establish a tiered confidentiality designation system (e.g., "Confidential" and "Highly Confidential—Attorneys' Eyes Only") and would restrict the use of confidential materials to this litigation. A proposed stipulated protective order has been prepared by the parties and will be submitted to the Court for review and approval at or prior to the Initial Pretrial Conference.
D. Preservation of Evidence
Both parties confirm that litigation hold notices have been issued to relevant custodians and that affirmative steps have been taken to preserve all documents, electronically stored information, and tangible things that may be relevant to the claims, defenses, and counterclaim in this action.
Defendant's Preservation. Defendant represents that its litigation hold was issued on September 2, 2022, to key custodians, including individuals involved in the TSA, the VTS relationship, the termination decision, and carrier diversification activities. Defendant further represents that its eDiscovery vendor, Pinnacle Forensics LLC, has been retained to assist with the preservation, collection, processing, and hosting of relevant ESI.
Plaintiff's Preservation. Plaintiff represents that appropriate preservation steps have been taken, including the issuance of litigation hold notices to relevant custodians and the suspension of routine document destruction policies with respect to materials potentially relevant to this action.
XII. Proposed Schedule Summary
The following table summarizes the key deadlines proposed by the parties in this Joint Proposed Case Management Plan:
XIII. Certification and Signatures
The undersigned counsel of record, having conferred in good faith pursuant to Rule 26(f) of the Federal Rules of Civil Procedure and the Court's scheduling order, jointly submit this Proposed Case Management Plan for the Court's consideration and approval at the Initial Pretrial Conference scheduled for February 10, 2023.
Respectfully submitted,
FOR DEFENDANT STONEFIELD LOGISTICS GROUP INC.:
CALDERWOOD & HARKNESS LLP
By: ________
Patrick Gallagher 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 547-8200
Email: pgallagher@calderwoodharkness.com
Attorneys for Defendant Stonefield Logistics Group Inc.
Dated: February 7, 2023
FOR PLAINTIFF VANTOR HOLDINGS CORP.:
CALDWELL ROYCE & SHAPIRO LLP
By: ________
Jason Whitford 1 Liberty Plaza, 22nd Floor New York, New York 10006 Telephone: (212) 613-4400
Email: jwhitford@caldwellroyce.com
Attorneys for Plaintiff Vantor Holdings Corp.
Dated: February 7, 2023
CERTIFICATE OF SERVICE
I hereby certify that on February 7, 2023, a true and correct copy of the foregoing Joint Proposed Case Management Plan was filed with the Clerk of Court via the Court's CM/ECF electronic filing system, which constitutes service on all counsel of record who are registered CM/ECF users in this action, Case No. 22-cv-07841.
________________________________________
Jason Whitford CALDWELL ROYCE & SHAPIRO LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006
VANTOR HOLDINGS CORP.,
Plaintiff,
Case No. 22-cv-07841
v.
Hon. Margaret T. Calloway, U.S.D.J.
STONEFIELD LOGISTICS GROUP INC.,
Defendant.
Milestone | Proposed Date
Initial Pretrial Conference | February 10, 2023
Entry of Case Management Order | February 17, 2023 (anticipated)
Initial Disclosures (FRCP 26(a)(1)) | Within 14 days of CMO entry (~early March 2023)
Commencement of Fact discovery | Upon entry of CMO
Plaintiff's Expert Report Deadline | May 15, 2023
Defendant's Rebuttal Expert Report Deadline | August 25, 2023
Plaintiff's Reply Expert Report (if any) | September 22, 2023
Close of Fact discovery | September 29, 2023
Deadline for Amendments to Pleadings | September 29, 2023
Close of Expert discovery (incl. depositions) | January 12, 2024
Dispositive Motion Deadline | March 1, 2024
Trial Readiness | Summer 2024 (estimated)

UNITED STATES DISTRICT COURT SOUTHERN DISTRICT OF NEW YORK

JOINT PROPOSED CASE MANAGEMENT PLAN

FOR DEFENDANT STONEFIELD LOGISTICS GROUP INC.:

CALDERWOOD & HARKNESS LLP

FOR PLAINTIFF VANTOR HOLDINGS CORP.:

CALDWELL ROYCE & SHAPIRO LLP

CERTIFICATE OF SERVICE

VANTOR HOLDINGS CORP.,

STONEFIELD LOGISTICS GROUP INC.,

Record

Parties

Dates

Amounts