1012-00005 · Stonefield Logistics Group · Pleadings & Court Filings

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CONFIDENTIAL

CALDERWOOD & HARKNESS LLP Attorneys at Law 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-7200 Facsimile: (212) 554-7201 www.calderwoodharkness.com

February 9, 2023

Via ECF Filing

Honorable Margaret T. Calloway United States District Judge United States District Court for the Southern District of New York Daniel Patrick Moynihan United States Courthouse 500 Pearl Street New York, New York 10007

Re: *Vantor Holdings Corp. v. Stonefield Logistics Group Inc.*, Case No. 22-cv-07841 (S.D.N.Y.) — Defendant's Letter Brief in Advance of Initial Pretrial Conference

Dear Judge Calloway:

Patrick Gallagher, Lead Associate at Calderwood & Harkness LLP, respectfully submits this letter brief on behalf of Defendant Stonefield Logistics Group Inc. ("Stonefield" or "SLG") in advance of the Initial Pretrial Conference currently scheduled for February 10, 2023, pursuant to the Court's Individual Rules and Practices. Plaintiff Vantor Holdings Corp. ("Vantor") is represented by Harrison Caldwell, Esq. and Jason Whitford, Esq. of Caldwell Royce & Shapiro LLP. The purpose of this letter is to summarize Defendant's position on case management, to present a proposed discovery schedule on which the parties have largely conferred and reached agreement, and to identify anticipated issues for the Court's consideration at the conference. We address each topic in turn below.

I. Nature of the Action

This is a breach-of-contract action arising out of a Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Reference No. SLG-VTS-2019-0315) between Stonefield Logistics Group Inc., acting in its capacity as "Shipper-Broker," and Vantor Transport Services LLC ("VTS"), a wholly owned subsidiary of Vantor Holdings Corp., acting in its capacity as "Carrier-Provider." The TSA is governed by New York law and includes a forum selection clause designating this Court as the exclusive venue for disputes arising under or relating to the agreement. The TSA was executed for a five-year term commencing April 1, 2019 and running through March 31, 2024.

Under the TSA, VTS was obligated to provide dedicated and on-demand truckload transportation services across specified lanes in the Northeast, Mid-Atlantic, and Southeast corridors, and to maintain a minimum fleet capacity of 400 tractors and 1,200 trailers dedicated to servicing Stonefield's shipping requirements. In consideration of VTS's dedicated capacity commitment, Stonefield committed to tender a minimum Annual Committed Volume ("ACV") of $43.2 million per contract year in transportation charges, subject to certain adjustments and exceptions set forth in the TSA.

In addition to the volume and fleet commitments, the TSA imposed detailed Service Level Obligations ("SLOs") upon VTS, which were measured on a quarterly basis. The SLOs required VTS to maintain the following minimum performance thresholds:

• On-time pickup rate of no less than 95%;

• On-time delivery rate of no less than 93%;

• Tender acceptance rate of no less than 90%;

• Cargo claims ratio of no more than 0.5% of total shipment value; and

• Equipment availability of no less than 85% of committed fleet capacity.

Failure to meet any one of these SLO thresholds for a given quarter constituted a "Service Deficiency" under Section 11.3 of the TSA, and persistent or material failures across multiple SLO categories constituted a "Material Service Failure" giving rise to cure and termination rights under Section 13.

On January 18, 2022, Stonefield issued a written Cure Notice to VTS pursuant to Section 13.2 of the TSA, identifying VTS's material breaches across all five SLO categories during the fourth quarter of 2021 (October 1, 2021 through December 31, 2021). The Cure Notice described in reasonable particularity the specific performance failures documented by Stonefield's internal contract compliance team, and demanded that VTS cure the identified deficiencies within the thirty-day cure period prescribed by Section 13.2. VTS did not cure the identified breaches within the thirty-day cure period, which expired on February 17, 2022. Accordingly, on March 4, 2022, Stonefield exercised its right to terminate the TSA for Cause pursuant to Section 13.1(a) of the agreement.

II. Procedural History

Vantor filed its original Complaint in this action on August 12, 2022, alleging that Stonefield wrongfully terminated the TSA and claiming approximately $95.4 million in damages. The original Complaint asserted a single cause of action for breach of contract based on wrongful termination and sought liquidated damages, lost profits, stranded asset costs, workforce reduction costs, and mitigation costs as categories of relief.

On October 14, 2022, Stonefield filed a Motion to Dismiss under Federal Rule of Civil Procedure 12(b)(6). The motion argued, among other things, that the liquidated damages clause set forth in Section 14.2 of the TSA constitutes an unenforceable penalty under New York law and that Vantor's lost profits claim was inadequately pled because the Complaint failed to allege the factual basis for lost profits with the requisite specificity or to demonstrate that such damages were within the contemplation of the parties at the time the TSA was executed. Vantor submitted its opposition to Stonefield's Motion to Dismiss on November 18, 2022.

On December 2, 2022, before the Court ruled on the pending Motion to Dismiss, Vantor filed an Amended Complaint as of right under Federal Rule of Civil Procedure 15(a)(1). The Amended Complaint added significant new allegations beyond the wrongful termination theory. Specifically, the Amended Complaint asserted that Stonefield itself had breached the TSA by failing to tender the minimum committed volumes in Contract Years 2 and 3, and by diverting freight to competing carriers — namely, Cascade Freight Systems Inc. and Briarwood Trucking Co. — in alleged violation of the exclusivity provisions set forth in Schedule C to the TSA. These new allegations substantially expanded the scope of the case.

On December 16, 2022, the Court entered an order denying Stonefield's Motion to Dismiss as moot in light of the filing of the Amended Complaint.

On January 13, 2023, Stonefield timely filed its Answer to the Amended Complaint, asserting fourteen Affirmative Defenses and a Counterclaim. The Counterclaim seeks a declaratory judgment confirming that Stonefield's termination of the TSA on March 4, 2022 was valid and effected for Cause pursuant to Section 13.1(a), that no liquidated damages are owed under the TSA, and that VTS — not Stonefield — committed the first and only material breach of the agreement.

On January 27, 2023, Vantor filed its Answer to Stonefield's Counterclaim, denying the material allegations and asserting affirmative defenses. The pleadings are now closed, and the case is ready for the entry of a Case Management Order.

III. Defendant's Summary of Claims and Defenses

A. Vantor's Claims (as Alleged in the Amended Complaint)

The Amended Complaint asserts three counts, each sounding in breach of contract, together with several categories of claimed damages:

Count I — Breach of Contract (Wrongful Termination). Vantor alleges that Stonefield's termination of the TSA was wrongful and without Cause, and seeks liquidated damages under Section 14.2 of the TSA in the amount of approximately $67.23 million. Vantor computes this figure by multiplying 75% of the ACV ($32.4 million) by the approximately 2.07 remaining contract years (from the March 4, 2022 termination date through the March 31, 2024 expiration date), yielding $64.8 million for the two full remaining contract years and an additional $2.43 million for the partial year of 27 days.

Count II — Breach of Contract (Failure to Tender ACV Minimums). Vantor alleges that Stonefield failed to meet its minimum Annual Committed Volume obligations during Contract Year 2 (April 1, 2020 through March 31, 2021) and Contract Year 3 (April 1, 2021 through March 31, 2022). Vantor claims shortfalls of $11.4 million in Contract Year 2 and $6.7 million in Contract Year 3, for total alleged ACV breach damages of $18.1 million.

Count III — Breach of Contract (Freight Diversion / Exclusivity Violation). Vantor alleges that Stonefield diverted freight to Cascade Freight Systems Inc. and Briarwood Trucking Co. in violation of the exclusivity provisions set forth in Schedule C of the TSA, which Vantor contends required Stonefield to tender all freight within specified lane designations exclusively to VTS.

In addition to the damages specific to each count, Vantor claims the following additional categories of damages: lost profits ($18.7 million), stranded assets ($5.2 million), workforce reduction costs ($2.87 million attributable to the displacement of approximately 180 personnel), and mitigation costs ($1.4 million). In total, Vantor's Amended Complaint seeks approximately $95.4 million in damages.

B. Stonefield's Defenses

Stonefield respectfully submits that it possesses strong defenses to each of Vantor's claims, which are summarized as follows:

Valid Termination for Cause. Stonefield terminated the TSA for Cause under Section 13.1(a) based on VTS's documented, material failures across all five SLO categories during Q4 2021. VTS's actual performance metrics during that quarter fell materially below every contractual threshold: on-time pickup was 78.2% (versus the 95% SLO requirement); on-time delivery was 81.6% (versus 93%); tender acceptance was 71.4% (versus 90%); equipment availability was 62% (versus 85%); and the cargo claims ratio was 1.07% (versus the maximum permitted ratio of 0.5%), based on sixteen claims totaling $387,400 in November and December 2021 alone. These failures were pervasive, simultaneous, and severe, and they constituted a clear Material Service Failure under the TSA.

Compliance with Cure Notice Requirements. Stonefield's Cure Notice, issued on January 18, 2022, fully complied with the "reasonable particularity" requirement of Section 13.2 of the TSA. The Cure Notice identified each SLO category in which VTS had fallen short, specified the contractual threshold and VTS's actual performance, and identified the reporting period at issue. VTS failed to cure any of the identified breaches within the thirty-day cure period, which expired on February 17, 2022. Termination was thereafter effected on March 4, 2022, in accordance with Section 13.1(a).

No ACV Shortfall Breach. Stonefield did not breach the minimum ACV obligation in Contract Year 2. Stonefield properly invoked the force majeure provisions of Section 12.1 of the TSA in connection with the significant, industry-wide disruptions to freight demand occasioned by the COVID-19 pandemic during the period from April 2020 through September 2020. Under the force majeure adjustment mechanism, the adjusted ACV for Contract Year 2 was $21.6 million (a 50% reduction reflecting the six-month force majeure period), and Stonefield's actual tenders during that contract year totaled $31.8 million — well in excess of the adjusted minimum. Stonefield will present further evidence on the CY3 figures at the appropriate stage of the proceedings.

No Exclusivity Violation. The exclusivity provisions in Schedule C of the TSA apply only to the fourteen designated "Primary Lanes" identified in Schedule C, Section 2(a). Stonefield's engagement of Cascade Freight Systems Inc. and Briarwood Trucking Co. was limited to lanes classified as "Secondary Lanes" under Schedule C, Section 2(b), which are expressly excluded from the exclusivity commitment. Vantor's attempt to extend the exclusivity provision to Secondary Lanes is not supported by the plain language of the TSA.

Unenforceability of Liquidated Damages Clause. The liquidated damages formula in Section 14.2 of the TSA — which computes damages at 75% of the remaining ACV for the entire unexpired term — is grossly disproportionate to any reasonably anticipated harm from early termination and constitutes an unenforceable penalty under well-established New York law. See, e.g., Northpoint Holdings v. Purdy Corp., 41 N.Y.2d 354, 357 (1977); Kestrel Corporation, 4 N.Y.3d 373, 380 (2005).

Consequential Damages Waiver. Vantor's claims for stranded asset costs ($5.2 million), workforce reduction costs ($2.87 million), and mitigation costs ($1.4 million) constitute consequential damages and are barred by the mutual consequential damages waiver set forth in Section 15.1 of the TSA.

Failure to Mitigate. Vantor failed to take reasonable steps to mitigate its damages following the March 4, 2022 termination, including by failing to timely redeploy fleet assets and personnel to alternative revenue-generating engagements.

First-to-Breach Doctrine. Under the first-to-breach doctrine, VTS is precluded from recovering for any alleged breach by Stonefield because VTS committed the first material breach of the TSA. Specifically, in October 2021 — before any alleged Stonefield ACV shortfalls or freight diversion — VTS unilaterally reduced the fleet capacity dedicated to Stonefield's lanes by pulling eighty-five tractors off SLG dedicated routes and redeploying them to service other clients. This unilateral reduction in capacity constituted a material breach of VTS's fleet commitment obligations and was the proximate cause of the Q4 2021 SLO failures.

Counterclaim. Stonefield has asserted a Counterclaim seeking a declaratory judgment confirming the validity of its termination of the TSA for Cause and that no liquidated damages or other amounts are owed to Vantor.

IV. Proposed Case Management Schedule

Pursuant to Federal Rule of Civil Procedure 16(b) and the Court's Individual Rules, the parties have conferred in good faith regarding a proposed case management schedule. Counsel for Vantor, Caldwell Royce & Shapiro LLP, concurs on the proposed dates set forth below, though Vantor reserves objections on certain scope issues as noted. The parties jointly propose the following schedule:

A. Fact discovery

Proposed Deadline: September 29, 2023 (approximately seven and one-half months from the Initial Pretrial Conference).

Defendant believes this period is appropriate given the volume of documentary evidence anticipated and the number of fact depositions likely to be required. This is a document-intensive commercial dispute involving three years of contract performance, detailed operational records, financial data, and communications among multiple corporate departments.

Defendant estimates that Stonefield's document collection will encompass approximately 150,000 to 200,000 pages of documents, including internal communications (email and instant messaging), contract files, carrier performance reports, fleet deployment and management records, financial and accounting data, and related materials. Defendant has engaged Pinnacle Forensics LLC (Project ID: PF-SLG-2022-0914) as its eDiscovery vendor for document collection, processing, hosting, and technology-assisted review. Defendant anticipates that Vantor's document universe will be of comparable or greater size.

Defendant intends to serve its first sets of interrogatories, requests for production of documents, and requests for admission promptly following entry of the Case Management Order.

Defendant anticipates that the following fact witnesses will, at a minimum, require depositions:

For Vantor/VTS:

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

• Sandra Milescu, Chief Operating Officer, Vantor Transport Services LLC

• Derek Pruitt, Vice President, Business Development, Vantor Transport Services LLC

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

For Stonefield:

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

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

In addition, corporate designee depositions pursuant to Federal Rule of Civil Procedure 30(b)(6) may be necessary for both parties, and Defendant reserves the right to designate additional fact witnesses as discovery progresses.

Third-party discovery may also be necessary to confirm the scope and nature of Stonefield's use of alternative carriers Cascade Freight Systems Inc. and Briarwood Trucking Co. on non-Primary Lanes, and to obtain records from those entities that may be relevant to the exclusivity and freight diversion issues raised in Count III of the Amended Complaint.

B. Expert discovery

Proposed Deadline: January 12, 2024 (approximately three and one-half months after the close of fact discovery).

Defendant anticipates retaining an economics and damages expert to analyze and rebut Vantor's anticipated damages claims, including the liquidated damages computation, the lost profits estimate, and the alleged ACV shortfalls. Defendant has already engaged Kensington Analytics Group LLC for this purpose.

The parties propose the following expert disclosure schedule:

• Plaintiff's initial expert reports shall be due no later than sixty (60) days after the close of fact discovery;

• Defendant's rebuttal expert reports shall be due forty-five (45) days after service of Plaintiff's initial expert reports; and

• All expert depositions shall be completed within thirty (30) days after service of rebuttal reports.

C. Dispositive Motions

Proposed Deadline for Filing: March 1, 2024.

Defendant anticipates filing a motion for summary judgment on one or more of Vantor's claims and on its own Counterclaim. Defendant presently anticipates seeking summary judgment on the following issues, among others: (i) the validity of Stonefield's termination of the TSA for Cause under Section 13.1(a); (ii) the enforceability of the liquidated damages clause in Section 14.2 of the TSA; (iii) the bar on consequential damages under the mutual waiver provision in Section 15.1 of the TSA; and (iv) Vantor's failure to mitigate its damages. Defendant may also seek to exclude certain expert testimony under Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579 (1993), potentially in conjunction with its summary judgment briefing.

D. Trial. Defendant believes that a bench trial may be appropriate given the predominantly contractual nature of the dispute and the centrality of contract interpretation issues, though Defendant reserves its right to a jury trial if not previously waived. Defendant estimates that trial would require five to seven trial days if necessary. Defendant respectfully requests that the Court set a trial-ready date following disposition of any motions for summary judgment.

V. Anticipated discovery Issues

Defendant respectfully identifies the following issues that are likely to arise during the discovery phase and that may warrant the Court's attention at this time:

A. Scope of Document discovery

Defendant anticipates that Vantor's document production will be a critical component of the case. In particular, Defendant will seek documents relating to the following categories of information, which are directly relevant to Stonefield's defenses and Counterclaim:

(i) VTS's internal fleet management and redeployment decisions during the third and fourth quarters of 2021, including any records reflecting the decision to pull eighty-five tractors off Stonefield dedicated lanes in October 2021;

(ii) VTS's communications with other shippers or customers to whom fleet capacity may have been redirected during the period in which VTS was failing to meet its SLO commitments to Stonefield;

(iii) Vantor's mitigation efforts (or lack thereof) following the March 4, 2022 termination, including any efforts to re-deploy stranded fleet assets and to find alternative employment for displaced personnel; and

(iv) VTS's internal performance tracking data, including the raw operational data underlying VTS's own contemporaneous assessments of its SLO compliance.

Defendant respectfully requests that the Case Management Order include a specific provision requiring the production of fleet deployment and redeployment records, as these documents are directly relevant to the material breach and first-to-breach issues that are central to this litigation.

B. Privilege Issues

Both parties are represented by outside counsel who were involved in pre-litigation contract administration and dispute resolution. Stonefield was advised by Ashford Meridian LLP during the January–February 2022 cure period and termination process. Vantor has been represented throughout by its current litigation counsel, Caldwell Royce & Shapiro LLP, which also served as outside counsel during the pre-litigation phase.

Defendant anticipates that certain communications between Stonefield and Ashford Meridian LLP during the January–February 2022 cure period constitute privileged attorney-client communications and attorney work product, and that such documents will be identified and logged on privilege logs in accordance with Local Civil Rule 26.2.

To facilitate efficient document production and minimize the costs and burdens of privilege review, Defendant proposes entry of a stipulation and order pursuant to Federal Rule of Evidence 502(d) to protect against inadvertent waiver of attorney-client privilege and work product protection in connection with the parties' document productions. Defendant has prepared a draft stipulation for the parties' consideration and review. Defendant respectfully submits that a Rule 502(d) clawback order will benefit both parties by reducing the risk associated with large-scale document productions and enabling the parties to focus their privilege review resources more efficiently.

C. Electronically Stored Information (ESI)

Defendant proposes that the parties promptly meet and confer on ESI protocols, including the identification of search terms, custodians, relevant date ranges, file types, and the use of technology-assisted review. Defendant intends to use TAR 2.0 (continuous active learning) methodology in its document review process, administered through its eDiscovery vendor, Pinnacle Forensics LLC. Defendant proposes that such methodology be approved by the Court as a reasonable and proportionate approach to document review consistent with the requirements of Federal Rule of Civil Procedure 26(b)(1) and the proportionality considerations set forth therein.

Defendant proposes the following initial custodians for its own document production:

• Janet Kirkwood, Vice President, Carrier Relations

• Raymond Hess, Director, Contract Compliance

• Carlos Medina, Senior Manager, Operations

• Tobias Wren, Director, Financial Planning and Analysis

• Priya Ramachandran, Vice President, Legal and Regulatory Affairs

Defendant proposes a relevant date range of January 1, 2019 through March 31, 2022 for the initial production, covering the period from the commencement of TSA negotiations through shortly after the effective date of termination. Defendant acknowledges that extension of the date range through the present may be warranted for documents relating to mitigation and post-termination damages, and proposes that the parties negotiate the scope of any such extension in the course of their ESI meet-and-confer.

D. Confidentiality. Given that both parties are commercial enterprises and that this litigation involves the disclosure of sensitive business information — including pricing structures, financial data, carrier relationships, operational metrics, fleet management strategies, and competitive information — Defendant proposes entry of a stipulated confidentiality and protective order pursuant to Federal Rule of Civil Procedure 26(c). Such an order will protect the parties' legitimate interests in the confidentiality of proprietary business information while ensuring that discovery proceeds efficiently and without unnecessary disputes over the treatment of individual documents. Defendant will circulate a proposed form of protective order to Vantor's counsel for review in advance of or promptly following the Initial Pretrial Conference.

VI. Related Matters and Notifications

Defendant is not aware of any related pending actions involving the same parties or the same or substantially similar claims, either in this Court or in any other federal or state court.

Stonefield has notified its Administrative Agent, Lakeshore National Bank, of this litigation as required under Section 6.03(b) of Stonefield's $425 million Senior Secured Credit Facility (Credit Agreement Reference No. LNB-SLG-2017-CA-4402, originally dated October 12, 2017, as amended and restated on June 30, 2021). Section 6.03(b) of the Credit Agreement requires notification to the Administrative Agent of any litigation with potential liability in excess of $25 million. Lakeshore National Bank has acknowledged receipt of the notification and has requested quarterly status updates regarding the matter. No impact on facility availability or covenant compliance has been identified as of the date of this letter.

Stonefield tendered a claim under its directors and officers liability insurance policy with Graymark Insurance Company (Policy No. GLG-DO-2022-04871). The claim was declined by Graymark on October 3, 2022, on the basis that the claims asserted in this action arise from a commercial contract dispute and fall within the policy's contractual liability exclusion. Stonefield's commercial general liability policy with Brindoval Mutual Insurance Co. (Policy No. CGL-SLG-2022-11902) similarly does not provide coverage for breach of contract claims. Accordingly, Stonefield is self-funding its defense of this action.

VII. Settlement and ADR

The TSA includes a mandatory executive negotiation provision in Section 16, which requires the parties to engage in a thirty-day executive-level negotiation period before initiating litigation. The parties fully complied with this pre-litigation requirement. Marcus Denton, Chief Executive Officer of Stonefield, and Nikolai Vantorovich, Chief Executive Officer of Vantor, met in person on May 16, 2022 and participated in a follow-up telephonic session on June 3, 2022. Those discussions did not result in a resolution of the dispute, and Vantor thereafter commenced this action.

Defendant remains open to exploring a negotiated resolution of this matter at the appropriate time, including through mediation or other forms of alternative dispute resolution. However, Defendant respectfully submits that the case is not ripe for meaningful settlement discussions prior to the completion of at least the core phase of fact discovery, given the factual complexity of the claims and defenses and the substantial gap between the parties' positions on liability and damages. Defendant does not believe that mandatory referral to the Court's mediation program is warranted at this early stage of the proceedings, but does not object if the Court determines that an early referral would be appropriate.

VIII. Consent to Magistrate Judge

Defendant does not consent to the assignment of this case to a United States Magistrate Judge for all purposes under 28 U.S.C. § 636(c) at this time.

IX. Estimated Length of Trial

Defendant estimates that trial of this action would require five to seven trial days. The presentation of evidence is expected to be predominantly documentary and expert in nature, with limited live fact witness testimony. Defendant estimates that each side would call approximately six to eight fact witnesses at trial.

X. Other Matters for the Court's Consideration

Defendant respectfully brings two additional matters to the Court's attention:

First, Defendant notes that the named Plaintiff in this action is Vantor Holdings Corp., a New York corporation. However, the TSA was executed by Vantor Transport Services LLC, a New York limited liability company and wholly owned subsidiary of Vantor Holdings Corp. Defendant has preserved but has not yet formally raised a potential standing or real-party-in-interest issue under Federal Rule of Civil Procedure 17, as Defendant anticipates that Vantor could cure any such deficiency by amendment or joinder, and Defendant does not wish to raise this issue prematurely if it can be resolved without motion practice. Defendant raises this matter for the Court's awareness at this stage and reserves all rights with respect to standing and real-party-in-interest defenses.

Second, Defendant respectfully requests that the Case Management Order include provisions addressing: (a) the timing and format of privilege logs, including whether privilege logs shall be produced on a rolling basis or at defined intervals; and (b) a requirement that the parties supplement their discovery responses on a rolling basis as additional responsive materials are identified, consistent with the obligations set forth in Federal Rule of Civil Procedure 26(e).

In light of the foregoing, Defendant respectfully requests that the Court enter a Case Management Order consistent with the proposed schedule and provisions set forth in this letter. Defendant is prepared to address any of these matters, and any other issues the Court may wish to raise, at the Initial Pretrial Conference on February 10, 2023.

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Patrick Gallagher Lead Associate 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-7200 pgallagher@calderwoodharkness.com

Counsel for Defendant Stonefield Logistics Group Inc.

CERTIFICATE OF SERVICE

I, Patrick Gallagher, hereby certify that on this 9th day of February, 2023, a true and correct copy of the foregoing Defendant's Letter Brief in Advance of Initial Pretrial Conference was filed via the Court's CM/ECF system and thereby served upon all counsel of record, including:

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

________________________________________

Patrick Gallagher

CONFIDENTIAL
CALDERWOOD & HARKNESS LLP Attorneys at Law 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-7200 Facsimile: (212) 554-7201 www.calderwoodharkness.com
February 9, 2023
Via ECF Filing
Honorable Margaret T. Calloway United States District Judge United States District Court for the Southern District of New York Daniel Patrick Moynihan United States Courthouse 500 Pearl Street New York, New York 10007
Re: *Vantor Holdings Corp. v. Stonefield Logistics Group Inc.*, Case No. 22-cv-07841 (S.D.N.Y.) — Defendant's Letter Brief in Advance of Initial Pretrial Conference
Dear Judge Calloway:
Patrick Gallagher, Lead Associate at Calderwood & Harkness LLP, respectfully submits this letter brief on behalf of Defendant Stonefield Logistics Group Inc. ("Stonefield" or "SLG") in advance of the Initial Pretrial Conference currently scheduled for February 10, 2023, pursuant to the Court's Individual Rules and Practices. Plaintiff Vantor Holdings Corp. ("Vantor") is represented by Harrison Caldwell, Esq. and Jason Whitford, Esq. of Caldwell Royce & Shapiro LLP. The purpose of this letter is to summarize Defendant's position on case management, to present a proposed discovery schedule on which the parties have largely conferred and reached agreement, and to identify anticipated issues for the Court's consideration at the conference. We address each topic in turn below.
I. Nature of the Action
This is a breach-of-contract action arising out of a Transportation Services Agreement dated March 15, 2019 (the "TSA," Contract Reference No. SLG-VTS-2019-0315) between Stonefield Logistics Group Inc., acting in its capacity as "Shipper-Broker," and Vantor Transport Services LLC ("VTS"), a wholly owned subsidiary of Vantor Holdings Corp., acting in its capacity as "Carrier-Provider." The TSA is governed by New York law and includes a forum selection clause designating this Court as the exclusive venue for disputes arising under or relating to the agreement. The TSA was executed for a five-year term commencing April 1, 2019 and running through March 31, 2024.
Under the TSA, VTS was obligated to provide dedicated and on-demand truckload transportation services across specified lanes in the Northeast, Mid-Atlantic, and Southeast corridors, and to maintain a minimum fleet capacity of 400 tractors and 1,200 trailers dedicated to servicing Stonefield's shipping requirements. In consideration of VTS's dedicated capacity commitment, Stonefield committed to tender a minimum Annual Committed Volume ("ACV") of $43.2 million per contract year in transportation charges, subject to certain adjustments and exceptions set forth in the TSA.
In addition to the volume and fleet commitments, the TSA imposed detailed Service Level Obligations ("SLOs") upon VTS, which were measured on a quarterly basis. The SLOs required VTS to maintain the following minimum performance thresholds:
• On-time pickup rate of no less than 95%;
• On-time delivery rate of no less than 93%;
• Tender acceptance rate of no less than 90%;
• Cargo claims ratio of no more than 0.5% of total shipment value; and
• Equipment availability of no less than 85% of committed fleet capacity.
Failure to meet any one of these SLO thresholds for a given quarter constituted a "Service Deficiency" under Section 11.3 of the TSA, and persistent or material failures across multiple SLO categories constituted a "Material Service Failure" giving rise to cure and termination rights under Section 13.
On January 18, 2022, Stonefield issued a written Cure Notice to VTS pursuant to Section 13.2 of the TSA, identifying VTS's material breaches across all five SLO categories during the fourth quarter of 2021 (October 1, 2021 through December 31, 2021). The Cure Notice described in reasonable particularity the specific performance failures documented by Stonefield's internal contract compliance team, and demanded that VTS cure the identified deficiencies within the thirty-day cure period prescribed by Section 13.2. VTS did not cure the identified breaches within the thirty-day cure period, which expired on February 17, 2022. Accordingly, on March 4, 2022, Stonefield exercised its right to terminate the TSA for Cause pursuant to Section 13.1(a) of the agreement.
II. Procedural History
Vantor filed its original Complaint in this action on August 12, 2022, alleging that Stonefield wrongfully terminated the TSA and claiming approximately $95.4 million in damages. The original Complaint asserted a single cause of action for breach of contract based on wrongful termination and sought liquidated damages, lost profits, stranded asset costs, workforce reduction costs, and mitigation costs as categories of relief.
On October 14, 2022, Stonefield filed a Motion to Dismiss under Federal Rule of Civil Procedure 12(b)(6). The motion argued, among other things, that the liquidated damages clause set forth in Section 14.2 of the TSA constitutes an unenforceable penalty under New York law and that Vantor's lost profits claim was inadequately pled because the Complaint failed to allege the factual basis for lost profits with the requisite specificity or to demonstrate that such damages were within the contemplation of the parties at the time the TSA was executed. Vantor submitted its opposition to Stonefield's Motion to Dismiss on November 18, 2022.
On December 2, 2022, before the Court ruled on the pending Motion to Dismiss, Vantor filed an Amended Complaint as of right under Federal Rule of Civil Procedure 15(a)(1). The Amended Complaint added significant new allegations beyond the wrongful termination theory. Specifically, the Amended Complaint asserted that Stonefield itself had breached the TSA by failing to tender the minimum committed volumes in Contract Years 2 and 3, and by diverting freight to competing carriers — namely, Cascade Freight Systems Inc. and Briarwood Trucking Co. — in alleged violation of the exclusivity provisions set forth in Schedule C to the TSA. These new allegations substantially expanded the scope of the case.
On December 16, 2022, the Court entered an order denying Stonefield's Motion to Dismiss as moot in light of the filing of the Amended Complaint.
On January 13, 2023, Stonefield timely filed its Answer to the Amended Complaint, asserting fourteen Affirmative Defenses and a Counterclaim. The Counterclaim seeks a declaratory judgment confirming that Stonefield's termination of the TSA on March 4, 2022 was valid and effected for Cause pursuant to Section 13.1(a), that no liquidated damages are owed under the TSA, and that VTS — not Stonefield — committed the first and only material breach of the agreement.
On January 27, 2023, Vantor filed its Answer to Stonefield's Counterclaim, denying the material allegations and asserting affirmative defenses. The pleadings are now closed, and the case is ready for the entry of a Case Management Order.
III. Defendant's Summary of Claims and Defenses
A. Vantor's Claims (as Alleged in the Amended Complaint)
The Amended Complaint asserts three counts, each sounding in breach of contract, together with several categories of claimed damages:
Count I — Breach of Contract (Wrongful Termination). Vantor alleges that Stonefield's termination of the TSA was wrongful and without Cause, and seeks liquidated damages under Section 14.2 of the TSA in the amount of approximately $67.23 million. Vantor computes this figure by multiplying 75% of the ACV ($32.4 million) by the approximately 2.07 remaining contract years (from the March 4, 2022 termination date through the March 31, 2024 expiration date), yielding $64.8 million for the two full remaining contract years and an additional $2.43 million for the partial year of 27 days.
Count II — Breach of Contract (Failure to Tender ACV Minimums). Vantor alleges that Stonefield failed to meet its minimum Annual Committed Volume obligations during Contract Year 2 (April 1, 2020 through March 31, 2021) and Contract Year 3 (April 1, 2021 through March 31, 2022). Vantor claims shortfalls of $11.4 million in Contract Year 2 and $6.7 million in Contract Year 3, for total alleged ACV breach damages of $18.1 million.
Count III — Breach of Contract (Freight Diversion / Exclusivity Violation). Vantor alleges that Stonefield diverted freight to Cascade Freight Systems Inc. and Briarwood Trucking Co. in violation of the exclusivity provisions set forth in Schedule C of the TSA, which Vantor contends required Stonefield to tender all freight within specified lane designations exclusively to VTS.
In addition to the damages specific to each count, Vantor claims the following additional categories of damages: lost profits ($18.7 million), stranded assets ($5.2 million), workforce reduction costs ($2.87 million attributable to the displacement of approximately 180 personnel), and mitigation costs ($1.4 million). In total, Vantor's Amended Complaint seeks approximately $95.4 million in damages.
B. Stonefield's Defenses
Stonefield respectfully submits that it possesses strong defenses to each of Vantor's claims, which are summarized as follows:
Valid Termination for Cause. Stonefield terminated the TSA for Cause under Section 13.1(a) based on VTS's documented, material failures across all five SLO categories during Q4 2021. VTS's actual performance metrics during that quarter fell materially below every contractual threshold: on-time pickup was 78.2% (versus the 95% SLO requirement); on-time delivery was 81.6% (versus 93%); tender acceptance was 71.4% (versus 90%); equipment availability was 62% (versus 85%); and the cargo claims ratio was 1.07% (versus the maximum permitted ratio of 0.5%), based on sixteen claims totaling $387,400 in November and December 2021 alone. These failures were pervasive, simultaneous, and severe, and they constituted a clear Material Service Failure under the TSA.
Compliance with Cure Notice Requirements. Stonefield's Cure Notice, issued on January 18, 2022, fully complied with the "reasonable particularity" requirement of Section 13.2 of the TSA. The Cure Notice identified each SLO category in which VTS had fallen short, specified the contractual threshold and VTS's actual performance, and identified the reporting period at issue. VTS failed to cure any of the identified breaches within the thirty-day cure period, which expired on February 17, 2022. Termination was thereafter effected on March 4, 2022, in accordance with Section 13.1(a).
No ACV Shortfall Breach. Stonefield did not breach the minimum ACV obligation in Contract Year 2. Stonefield properly invoked the force majeure provisions of Section 12.1 of the TSA in connection with the significant, industry-wide disruptions to freight demand occasioned by the COVID-19 pandemic during the period from April 2020 through September 2020. Under the force majeure adjustment mechanism, the adjusted ACV for Contract Year 2 was $21.6 million (a 50% reduction reflecting the six-month force majeure period), and Stonefield's actual tenders during that contract year totaled $31.8 million — well in excess of the adjusted minimum. Stonefield will present further evidence on the CY3 figures at the appropriate stage of the proceedings.
No Exclusivity Violation. The exclusivity provisions in Schedule C of the TSA apply only to the fourteen designated "Primary Lanes" identified in Schedule C, Section 2(a). Stonefield's engagement of Cascade Freight Systems Inc. and Briarwood Trucking Co. was limited to lanes classified as "Secondary Lanes" under Schedule C, Section 2(b), which are expressly excluded from the exclusivity commitment. Vantor's attempt to extend the exclusivity provision to Secondary Lanes is not supported by the plain language of the TSA.
Unenforceability of Liquidated Damages Clause. The liquidated damages formula in Section 14.2 of the TSA — which computes damages at 75% of the remaining ACV for the entire unexpired term — is grossly disproportionate to any reasonably anticipated harm from early termination and constitutes an unenforceable penalty under well-established New York law. See, e.g., Northpoint Holdings v. Purdy Corp., 41 N.Y.2d 354, 357 (1977); Kestrel Corporation, 4 N.Y.3d 373, 380 (2005).
Consequential Damages Waiver. Vantor's claims for stranded asset costs ($5.2 million), workforce reduction costs ($2.87 million), and mitigation costs ($1.4 million) constitute consequential damages and are barred by the mutual consequential damages waiver set forth in Section 15.1 of the TSA.
Failure to Mitigate. Vantor failed to take reasonable steps to mitigate its damages following the March 4, 2022 termination, including by failing to timely redeploy fleet assets and personnel to alternative revenue-generating engagements.
First-to-Breach Doctrine. Under the first-to-breach doctrine, VTS is precluded from recovering for any alleged breach by Stonefield because VTS committed the first material breach of the TSA. Specifically, in October 2021 — before any alleged Stonefield ACV shortfalls or freight diversion — VTS unilaterally reduced the fleet capacity dedicated to Stonefield's lanes by pulling eighty-five tractors off SLG dedicated routes and redeploying them to service other clients. This unilateral reduction in capacity constituted a material breach of VTS's fleet commitment obligations and was the proximate cause of the Q4 2021 SLO failures.
Counterclaim. Stonefield has asserted a Counterclaim seeking a declaratory judgment confirming the validity of its termination of the TSA for Cause and that no liquidated damages or other amounts are owed to Vantor.
IV. Proposed Case Management Schedule
Pursuant to Federal Rule of Civil Procedure 16(b) and the Court's Individual Rules, the parties have conferred in good faith regarding a proposed case management schedule. Counsel for Vantor, Caldwell Royce & Shapiro LLP, concurs on the proposed dates set forth below, though Vantor reserves objections on certain scope issues as noted. The parties jointly propose the following schedule:
A. Fact discovery
Proposed Deadline: September 29, 2023 (approximately seven and one-half months from the Initial Pretrial Conference).
Defendant believes this period is appropriate given the volume of documentary evidence anticipated and the number of fact depositions likely to be required. This is a document-intensive commercial dispute involving three years of contract performance, detailed operational records, financial data, and communications among multiple corporate departments.
Defendant estimates that Stonefield's document collection will encompass approximately 150,000 to 200,000 pages of documents, including internal communications (email and instant messaging), contract files, carrier performance reports, fleet deployment and management records, financial and accounting data, and related materials. Defendant has engaged Pinnacle Forensics LLC (Project ID: PF-SLG-2022-0914) as its eDiscovery vendor for document collection, processing, hosting, and technology-assisted review. Defendant anticipates that Vantor's document universe will be of comparable or greater size.
Defendant intends to serve its first sets of interrogatories, requests for production of documents, and requests for admission promptly following entry of the Case Management Order.
Defendant anticipates that the following fact witnesses will, at a minimum, require depositions:
For Vantor/VTS:
• Nikolai Vantorovich, Chief Executive Officer, Vantor Holdings Corp.
• Sandra Milescu, Chief Operating Officer, Vantor Transport Services LLC
• Derek Pruitt, Vice President, Business Development, Vantor Transport Services LLC
• Gregory Fielding, Chief Financial Officer, Vantor Holdings Corp.
For Stonefield:
• Janet Kirkwood, Vice President, Carrier Relations, Stonefield Logistics Group Inc.
• Raymond Hess, Director, Contract Compliance, Stonefield Logistics Group Inc.
In addition, corporate designee depositions pursuant to Federal Rule of Civil Procedure 30(b)(6) may be necessary for both parties, and Defendant reserves the right to designate additional fact witnesses as discovery progresses.
Third-party discovery may also be necessary to confirm the scope and nature of Stonefield's use of alternative carriers Cascade Freight Systems Inc. and Briarwood Trucking Co. on non-Primary Lanes, and to obtain records from those entities that may be relevant to the exclusivity and freight diversion issues raised in Count III of the Amended Complaint.
B. Expert discovery
Proposed Deadline: January 12, 2024 (approximately three and one-half months after the close of fact discovery).
Defendant anticipates retaining an economics and damages expert to analyze and rebut Vantor's anticipated damages claims, including the liquidated damages computation, the lost profits estimate, and the alleged ACV shortfalls. Defendant has already engaged Kensington Analytics Group LLC for this purpose.
The parties propose the following expert disclosure schedule:
• Plaintiff's initial expert reports shall be due no later than sixty (60) days after the close of fact discovery;
• Defendant's rebuttal expert reports shall be due forty-five (45) days after service of Plaintiff's initial expert reports; and
• All expert depositions shall be completed within thirty (30) days after service of rebuttal reports.
C. Dispositive Motions
Proposed Deadline for Filing: March 1, 2024.
Defendant anticipates filing a motion for summary judgment on one or more of Vantor's claims and on its own Counterclaim. Defendant presently anticipates seeking summary judgment on the following issues, among others: (i) the validity of Stonefield's termination of the TSA for Cause under Section 13.1(a); (ii) the enforceability of the liquidated damages clause in Section 14.2 of the TSA; (iii) the bar on consequential damages under the mutual waiver provision in Section 15.1 of the TSA; and (iv) Vantor's failure to mitigate its damages. Defendant may also seek to exclude certain expert testimony under Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579 (1993), potentially in conjunction with its summary judgment briefing.
D. Trial. Defendant believes that a bench trial may be appropriate given the predominantly contractual nature of the dispute and the centrality of contract interpretation issues, though Defendant reserves its right to a jury trial if not previously waived. Defendant estimates that trial would require five to seven trial days if necessary. Defendant respectfully requests that the Court set a trial-ready date following disposition of any motions for summary judgment.
V. Anticipated discovery Issues
Defendant respectfully identifies the following issues that are likely to arise during the discovery phase and that may warrant the Court's attention at this time:
A. Scope of Document discovery
Defendant anticipates that Vantor's document production will be a critical component of the case. In particular, Defendant will seek documents relating to the following categories of information, which are directly relevant to Stonefield's defenses and Counterclaim:
(i) VTS's internal fleet management and redeployment decisions during the third and fourth quarters of 2021, including any records reflecting the decision to pull eighty-five tractors off Stonefield dedicated lanes in October 2021;
(ii) VTS's communications with other shippers or customers to whom fleet capacity may have been redirected during the period in which VTS was failing to meet its SLO commitments to Stonefield;
(iii) Vantor's mitigation efforts (or lack thereof) following the March 4, 2022 termination, including any efforts to re-deploy stranded fleet assets and to find alternative employment for displaced personnel; and
(iv) VTS's internal performance tracking data, including the raw operational data underlying VTS's own contemporaneous assessments of its SLO compliance.
Defendant respectfully requests that the Case Management Order include a specific provision requiring the production of fleet deployment and redeployment records, as these documents are directly relevant to the material breach and first-to-breach issues that are central to this litigation.
B. Privilege Issues
Both parties are represented by outside counsel who were involved in pre-litigation contract administration and dispute resolution. Stonefield was advised by Ashford Meridian LLP during the January–February 2022 cure period and termination process. Vantor has been represented throughout by its current litigation counsel, Caldwell Royce & Shapiro LLP, which also served as outside counsel during the pre-litigation phase.
Defendant anticipates that certain communications between Stonefield and Ashford Meridian LLP during the January–February 2022 cure period constitute privileged attorney-client communications and attorney work product, and that such documents will be identified and logged on privilege logs in accordance with Local Civil Rule 26.2.
To facilitate efficient document production and minimize the costs and burdens of privilege review, Defendant proposes entry of a stipulation and order pursuant to Federal Rule of Evidence 502(d) to protect against inadvertent waiver of attorney-client privilege and work product protection in connection with the parties' document productions. Defendant has prepared a draft stipulation for the parties' consideration and review. Defendant respectfully submits that a Rule 502(d) clawback order will benefit both parties by reducing the risk associated with large-scale document productions and enabling the parties to focus their privilege review resources more efficiently.
C. Electronically Stored Information (ESI)
Defendant proposes that the parties promptly meet and confer on ESI protocols, including the identification of search terms, custodians, relevant date ranges, file types, and the use of technology-assisted review. Defendant intends to use TAR 2.0 (continuous active learning) methodology in its document review process, administered through its eDiscovery vendor, Pinnacle Forensics LLC. Defendant proposes that such methodology be approved by the Court as a reasonable and proportionate approach to document review consistent with the requirements of Federal Rule of Civil Procedure 26(b)(1) and the proportionality considerations set forth therein.
Defendant proposes the following initial custodians for its own document production:
• Janet Kirkwood, Vice President, Carrier Relations
• Raymond Hess, Director, Contract Compliance
• Carlos Medina, Senior Manager, Operations
• Tobias Wren, Director, Financial Planning and Analysis
• Priya Ramachandran, Vice President, Legal and Regulatory Affairs
Defendant proposes a relevant date range of January 1, 2019 through March 31, 2022 for the initial production, covering the period from the commencement of TSA negotiations through shortly after the effective date of termination. Defendant acknowledges that extension of the date range through the present may be warranted for documents relating to mitigation and post-termination damages, and proposes that the parties negotiate the scope of any such extension in the course of their ESI meet-and-confer.
D. Confidentiality. Given that both parties are commercial enterprises and that this litigation involves the disclosure of sensitive business information — including pricing structures, financial data, carrier relationships, operational metrics, fleet management strategies, and competitive information — Defendant proposes entry of a stipulated confidentiality and protective order pursuant to Federal Rule of Civil Procedure 26(c). Such an order will protect the parties' legitimate interests in the confidentiality of proprietary business information while ensuring that discovery proceeds efficiently and without unnecessary disputes over the treatment of individual documents. Defendant will circulate a proposed form of protective order to Vantor's counsel for review in advance of or promptly following the Initial Pretrial Conference.
VI. Related Matters and Notifications
Defendant is not aware of any related pending actions involving the same parties or the same or substantially similar claims, either in this Court or in any other federal or state court.
Stonefield has notified its Administrative Agent, Lakeshore National Bank, of this litigation as required under Section 6.03(b) of Stonefield's $425 million Senior Secured Credit Facility (Credit Agreement Reference No. LNB-SLG-2017-CA-4402, originally dated October 12, 2017, as amended and restated on June 30, 2021). Section 6.03(b) of the Credit Agreement requires notification to the Administrative Agent of any litigation with potential liability in excess of $25 million. Lakeshore National Bank has acknowledged receipt of the notification and has requested quarterly status updates regarding the matter. No impact on facility availability or covenant compliance has been identified as of the date of this letter.
Stonefield tendered a claim under its directors and officers liability insurance policy with Graymark Insurance Company (Policy No. GLG-DO-2022-04871). The claim was declined by Graymark on October 3, 2022, on the basis that the claims asserted in this action arise from a commercial contract dispute and fall within the policy's contractual liability exclusion. Stonefield's commercial general liability policy with Brindoval Mutual Insurance Co. (Policy No. CGL-SLG-2022-11902) similarly does not provide coverage for breach of contract claims. Accordingly, Stonefield is self-funding its defense of this action.
VII. Settlement and ADR
The TSA includes a mandatory executive negotiation provision in Section 16, which requires the parties to engage in a thirty-day executive-level negotiation period before initiating litigation. The parties fully complied with this pre-litigation requirement. Marcus Denton, Chief Executive Officer of Stonefield, and Nikolai Vantorovich, Chief Executive Officer of Vantor, met in person on May 16, 2022 and participated in a follow-up telephonic session on June 3, 2022. Those discussions did not result in a resolution of the dispute, and Vantor thereafter commenced this action.
Defendant remains open to exploring a negotiated resolution of this matter at the appropriate time, including through mediation or other forms of alternative dispute resolution. However, Defendant respectfully submits that the case is not ripe for meaningful settlement discussions prior to the completion of at least the core phase of fact discovery, given the factual complexity of the claims and defenses and the substantial gap between the parties' positions on liability and damages. Defendant does not believe that mandatory referral to the Court's mediation program is warranted at this early stage of the proceedings, but does not object if the Court determines that an early referral would be appropriate.
VIII. Consent to Magistrate Judge
Defendant does not consent to the assignment of this case to a United States Magistrate Judge for all purposes under 28 U.S.C. § 636(c) at this time.
IX. Estimated Length of Trial
Defendant estimates that trial of this action would require five to seven trial days. The presentation of evidence is expected to be predominantly documentary and expert in nature, with limited live fact witness testimony. Defendant estimates that each side would call approximately six to eight fact witnesses at trial.
X. Other Matters for the Court's Consideration
Defendant respectfully brings two additional matters to the Court's attention:
First, Defendant notes that the named Plaintiff in this action is Vantor Holdings Corp., a New York corporation. However, the TSA was executed by Vantor Transport Services LLC, a New York limited liability company and wholly owned subsidiary of Vantor Holdings Corp. Defendant has preserved but has not yet formally raised a potential standing or real-party-in-interest issue under Federal Rule of Civil Procedure 17, as Defendant anticipates that Vantor could cure any such deficiency by amendment or joinder, and Defendant does not wish to raise this issue prematurely if it can be resolved without motion practice. Defendant raises this matter for the Court's awareness at this stage and reserves all rights with respect to standing and real-party-in-interest defenses.
Second, Defendant respectfully requests that the Case Management Order include provisions addressing: (a) the timing and format of privilege logs, including whether privilege logs shall be produced on a rolling basis or at defined intervals; and (b) a requirement that the parties supplement their discovery responses on a rolling basis as additional responsive materials are identified, consistent with the obligations set forth in Federal Rule of Civil Procedure 26(e).
In light of the foregoing, Defendant respectfully requests that the Court enter a Case Management Order consistent with the proposed schedule and provisions set forth in this letter. Defendant is prepared to address any of these matters, and any other issues the Court may wish to raise, at the Initial Pretrial Conference on February 10, 2023.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Patrick Gallagher Lead Associate 200 Park Avenue, 38th Floor New York, New York 10166 Telephone: (212) 554-7200 pgallagher@calderwoodharkness.com
Counsel for Defendant Stonefield Logistics Group Inc.
CERTIFICATE OF SERVICE
I, Patrick Gallagher, hereby certify that on this 9th day of February, 2023, a true and correct copy of the foregoing Defendant's Letter Brief in Advance of Initial Pretrial Conference was filed via the Court's CM/ECF system and thereby served upon all counsel of record, including:
Harrison Caldwell, Esq. Jason Whitford, Esq. Caldwell Royce & Shapiro LLP 1 Liberty Plaza, 22nd Floor New York, New York 10006 Counsel for Plaintiff Vantor Holdings Corp.
________________________________________
Patrick Gallagher

CONFIDENTIAL

CALDERWOOD & HARKNESS LLP

CERTIFICATE OF SERVICE

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