1012-00006 · Stonefield Logistics Group · Legal Analysis

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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT

MEMORANDUM

FROM: Jeffrey Park, Lead Associate, Calderwood & Harkness LLP

TO: Priya Anand, Responsible Partner, Calderwood & Harkness LLP Diane Ostrowski, General Counsel, Stonefield Logistics Group Inc.

DATE: May 15, 2024

RE: Post-Judgment Collection Strategy — Stonefield Logistics Group Inc. v. Ridgeline Freight Carriers LLC and Gerald Brashear, Cause No. DC-24-01847, 134th Judicial District Court, Dallas County, Texas

C&H MATTER NO.: 1012-00006

I. Executive Summary

On May 3, 2024, the 134th Judicial District Court of Dallas County, Texas (Hon. Lorraine Whitaker presiding) entered a default judgment in favor of Stonefield Logistics Group Inc. ("SLG" or "Stonefield") against Ridgeline Freight Carriers LLC ("Ridgeline") and Gerald "Gerry" Brashear (collectively, the "Judgment Debtors"), jointly and severally, in the total amount of $2,545,188.60. The judgment was entered upon the Judgment Debtors' complete failure to appear or file any responsive pleading after proper service of process.

The judgment amount comprises the following elements:

• Liquidated damages of $1,381,250.00 under Section 14.3 of the Dedicated Freight Services Agreement dated April 15, 2022 (the "DFSA");

• Re-procurement damages of $1,056,250.00 under Section 14.4 of the DFSA;

• Pre-judgment interest of $87,791.10, calculated at 5.00% per annum under Texas Finance Code § 304.003, accrued over 263 days from the date of breach (November 17, 2023) through the date of judgment (May 3, 2024);

• Attorneys' fees of $18,650.00 per Section 14.6 of the DFSA; and

• Court costs of $1,247.50.

Post-judgment interest continues to accrue on the full judgment amount at the rate of 5.00% per annum under Texas Finance Code § 304.003, which equates to approximately $348.63 per day or $10,590.79 per month.

The purpose of this memorandum is to outline a comprehensive collection strategy, identify the available and suspected assets of both Judgment Debtors, assess the likelihood and potential magnitude of recovery, and recommend a prioritized sequence of enforcement actions. This memorandum is intended to serve as a strategic roadmap for the collection phase and to facilitate discussion among the legal team and client regarding cost-benefit considerations.

The key challenge confronting collection efforts is that Ridgeline appears to have ceased all freight operations on or about December 8, 2023, and may be effectively judgment-proof as an operating entity. The company has not filed for bankruptcy, but its current financial condition is unknown and, based on available indications, likely dire. However, Brashear executed a personal, unconditional guaranty under DFSA § 14.5 (capped at $3,000,000), which makes his personal assets the primary and most promising collection target. The total judgment of $2,545,188.60 falls well within the guaranty cap.

Based on our preliminary assessment, we recommend the following immediate actions, each of which is discussed in detail below:

1. File abstracts of judgment in Dallas County, Texas and Oklahoma County, Oklahoma to create judgment liens on any real property owned by either Judgment Debtor in those jurisdictions;

2. Domesticate the Texas judgment in Oklahoma under the Uniform Enforcement of Foreign Judgments Act to enable the full range of Oklahoma enforcement remedies against Brashear and Ridgeline;

3. Commence post-judgment discovery against both Judgment Debtors, including written interrogatories, document requests, and an oral deposition of Brashear;

4. Retain a forensic accounting firm (specifically, Capstone Forensic Accounting LLC) for comprehensive asset tracing, including investigation of any voidable transfers;

5. Evaluate surety bond coverage under Ridgeline's BMC-84 bond (which, as discussed below, is inapplicable to the contract damages at issue); and

6. Comply with Patriot National Bank notification requirements under SLG's senior secured credit facility.

II. Background

A. The Judgment

On May 3, 2024, the 134th Judicial District Court of Dallas County, Texas (Hon. Lorraine Whitaker presiding) entered a default judgment in Cause No. DC-24-01847, styled Stonefield Logistics Group Inc. v. Ridgeline Freight Carriers LLC and Gerald Brashear. The judgment imposes joint and several liability on both defendants for the total sum of $2,545,188.60, consisting of the following components:

Neither defendant appeared or filed any responsive pleading in the underlying litigation. Ridgeline Freight Carriers LLC was served via substitute service on the Texas Secretary of State on February 26, 2024, pursuant to Texas Business Organizations Code § 5.251 and the applicable provisions of the Texas Civil Practice and Remedies Code. Service on the Secretary of State was necessitated by the failure of Ridgeline's Texas registered agent, Lone Star Registered Agents LLC (811 Congress Avenue, Suite 400, Austin, TX 78701), to accept or forward process. Ridgeline's answer deadline expired on March 27, 2024, without any appearance.

Gerald Brashear was personally served at his residence at 2314 Quail Creek Drive, Edmond, Oklahoma 73034, on February 22, 2024, by a licensed private process server retained by our firm. The return of service reflects that process was delivered directly to Brashear at that address. Brashear's answer deadline expired on March 18, 2024, without any appearance or responsive pleading. No counsel entered an appearance on behalf of either defendant at any point during the proceedings.

Following the expiration of both answer deadlines, SLG moved for default judgment on April 8, 2024. The court conducted a brief prove-up hearing on May 3, 2024, at which counsel for SLG presented evidence supporting the damages sought, including the DFSA, the personal guaranty, the breach notice, evidence of re-procurement costs, and an affidavit calculating pre-judgment interest. The court signed the default judgment on the same date.

Post-judgment interest accrues on the full judgment amount at the rate of 5.00% per annum under Texas Finance Code § 304.003, compounding from the date of judgment until the judgment is satisfied. At that rate, SLG's judgment increases by approximately $348.63 per day, or roughly $10,590.79 per month, further underscoring the importance of prompt collection action.

B. Judgment Debtor Profiles

1. Ridgeline Freight Carriers LLC. Ridgeline Freight Carriers LLC is an Oklahoma limited liability company formed in 2017 and foreign-qualified to transact business in Texas. Its principal office is located at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159. In Texas, Ridgeline designated Lone Star Registered Agents LLC (811 Congress Avenue, Suite 400, Austin, TX 78701) as its registered agent, although that entity was non-responsive during service of process in this matter.

Ridgeline holds United States Department of Transportation Number 3281947 and Motor Carrier Number MC-1042886, and was authorized as a for-hire motor carrier of property operating in interstate and intrastate commerce across Texas, Oklahoma, Arkansas, and Louisiana. Its Employer Identification Number is 73-6218504.

At peak operations, Ridgeline maintained a fleet of approximately 38 Class 8 tractors and 52 dry van trailers, with an estimated annual revenue in the range of $18–22 million (based on publicly available data from FMCSA filings and information obtained during the contractual relationship). The company served several major shippers in the region under dedicated freight contracts, of which the DFSA with Stonefield was among the largest.

Ridgeline ceased all freight operations on or about December 8, 2023, approximately three weeks after SLG's November 17, 2023 breach of the DFSA. The cessation of operations appeared abrupt, with multiple shippers and freight brokers reporting sudden service termination. To our knowledge, Ridgeline has not filed for bankruptcy protection under any chapter of the Bankruptcy Code. Its current status with the Oklahoma Secretary of State should be confirmed, but preliminary indications suggest the entity remains in existence, albeit inactive.

Gerald Brashear is the sole member and managing member of Ridgeline. To our knowledge, there are no other equity holders, and no third-party investors hold membership interests in the entity.

Assessment: Ridgeline is likely judgment-proof as a going concern. The entity has no ongoing revenue, and the disposition of its formerly significant fleet of tractors and trailers is unknown. It is possible that some or all of the rolling stock was subject to purchase money security interests or equipment lease arrangements with third-party lenders and was repossessed upon Ridgeline's default. It is equally possible that some units were sold, transferred to related parties, or abandoned. Any remaining assets of the entity — whether rolling stock, accounts receivable from former customers, security deposits, or bank account balances — must be identified through post-judgment discovery and forensic asset tracing.

2. Gerald "Gerry" Brashear. Gerald "Gerry" Brashear is the managing member and sole owner of Ridgeline. He resides at 2314 Quail Creek Drive, Edmond, Oklahoma 73034. Prior to founding Ridgeline in 2017, Brashear served as an operations manager at Heartland Motor Lines Inc., a mid-size regional carrier based in Oklahoma City. He is believed to be approximately 54 years of age.

Brashear is a co-defendant and co-Judgment Debtor by virtue of the personal guaranty he executed under Section 14.5 of the DFSA. That guaranty is an unconditional, absolute guaranty of Ridgeline's obligations arising under Section 14 of the DFSA, capped at $3,000,000. The guaranty expressly waives any requirement that SLG first exhaust remedies against Ridgeline or any collateral before pursuing Brashear individually. The total judgment of $2,545,188.60 is well within the $3,000,000 guaranty cap, providing SLG with direct recourse against Brashear's personal assets for the full amount of the judgment.

Assessment: Brashear is the primary collection target. His personal assets — including real property, bank and brokerage accounts, vehicles, interests in other business entities, and other non-exempt personal property — must be identified through post-judgment discovery and asset tracing. Preliminary indications suggest that Brashear owns his Edmond residence and may own additional rural acreage in the Blanchard, Oklahoma area, but the extent of his personal net worth is presently unknown. The analysis below addresses the homestead and other exemption issues that may limit recovery from certain categories of his assets.

C. Prior Counsel — Meridian Holloway PLLC

We are aware that Meridian Holloway PLLC, an Oklahoma City law firm (Nathan Holloway, Managing Partner; 101 Park Avenue, Suite 600, Oklahoma City, OK 73102), previously represented Ridgeline Freight Carriers LLC in various regulatory and commercial matters, including FMCSA compliance, contract negotiations with shippers, and at least one prior commercial dispute with a fuel card vendor. Meridian Holloway did not enter an appearance on behalf of either Ridgeline or Brashear in the underlying litigation (Cause No. DC-24-01847), and there is no indication that the firm was retained for that purpose.

Meridian Holloway may possess information regarding Ridgeline's financial condition, the disposition of its assets, and Brashear's personal financial circumstances. However, any such information would be protected by the attorney-client privilege, and no waiver is available. We do not anticipate being able to obtain useful information from Meridian Holloway through formal discovery. If, however, the firm or its attorneys are identified as fact witnesses regarding specific transactions (e.g., asset transfers), they could potentially be deposed on non-privileged matters.

III. Recommended Collection Strategy — Step-by-Step

The following sections outline, in priority order, the specific collection steps we recommend. Each step is discussed with reference to the applicable legal authority, practical considerations, estimated costs, and timeline.

A. Filing Abstracts of Judgment

The filing of abstracts of judgment is the most immediate and cost-effective step to secure SLG's position as a judgment creditor. An abstract of judgment, when properly recorded, creates a judgment lien on all real property owned by the judgment debtor in the county where the abstract is filed. This lien secures SLG's interest and provides priority over subsequent purchasers and lienholders who acquire interests in the property after the abstract is recorded.

1. Dallas County, Texas. We recommend filing an abstract of judgment in the real property records of Dallas County, Texas, immediately. Under Texas Property Code § 52.001 et seq., an abstract of judgment, when properly recorded with the county clerk, creates a lien on all non-exempt real property owned by the judgment debtor in that county. The lien relates back to the date and time of recording and continues for ten years, subject to renewal. While we have not identified specific real property holdings of either Ridgeline or Brashear in Dallas County, filing in the county where the judgment was rendered is standard practice and provides protection against any subsequently discovered holdings. The filing fee is nominal (currently $44.00 for the first page in Dallas County), and the abstract can be prepared and filed within days.

Recommended filing date: On or before May 20, 2024.

2. Oklahoma County, Oklahoma. We further recommend filing an abstract of judgment (consisting of a certified copy of the Texas judgment, together with the required supporting documentation) in the office of the County Clerk of Oklahoma County, Oklahoma. This filing is critical because Oklahoma County encompasses both Oklahoma City — where Ridgeline's principal office is located at 7820 South Meridian Avenue — and Edmond, where Brashear resides at 2314 Quail Creek Drive.

Under 12 O.S. § 706, a judgment lien attaches to all real property owned by the judgment debtor in the county where the abstract or certified copy of the judgment is filed. The lien is effective from the date of filing and continues for five years, with the possibility of renewal. Filing in Oklahoma County is the single most important abstract filing because it directly encumbers any real property Brashear owns in the county where he resides.

In addition to Oklahoma County, we recommend considering filings in the following adjacent or nearby counties:

• Canadian County, Oklahoma: Canadian County is immediately adjacent to Oklahoma County on the west side and includes portions of the greater Oklahoma City metropolitan area. We should confirm whether Brashear or Ridgeline holds any real property interests in Canadian County.

• McClain County, Oklahoma (or, alternatively, Cleveland County, Oklahoma): Preliminary indications from prior communications and publicly available records suggest that Brashear may own rural acreage in the Blanchard, Oklahoma area, at an address believed to be 8900 Redbud Lane, Blanchard, OK 73010. Blanchard straddles the border of McClain County and Cleveland County. We need to confirm through a property records search which county the suspected property is in before filing the abstract in the correct jurisdiction.

Recommended filing date: On or before May 20, 2024, for Oklahoma County. Additional county filings to follow promptly upon confirmation of property locations.

3. Additional Counties. Pending the results of post-judgment discovery and the Capstone asset tracing engagement discussed below, we will file abstracts of judgment in any other county — in Texas, Oklahoma, or any other state — where the Judgment Debtors are found to hold real property. The cost of each additional filing is minimal, and the protective value is significant.

B. Domestication of Texas Judgment in Oklahoma

Because Brashear resides in Oklahoma and Ridgeline's principal office is in Oklahoma, it is essential to domesticate the Texas judgment in Oklahoma to gain access to the full range of Oklahoma enforcement remedies, including writs of execution, garnishment, and discovery in aid of execution.

Oklahoma has adopted the Uniform Enforcement of Foreign Judgments Act ("UEFJA"), codified at 12 O.S. §§ 719–723. The UEFJA provides a streamlined procedure for registering a judgment from another state in Oklahoma without the need to file a new lawsuit.

Procedure: Under 12 O.S. § 719, the judgment creditor files an authenticated copy of the foreign judgment (here, the Texas default judgment) with the clerk of the appropriate Oklahoma district court, accompanied by an affidavit setting forth the last known addresses of the judgment debtors and the name and address of the judgment creditor's attorney. Upon filing, the clerk must treat the foreign judgment in the same manner as an Oklahoma judgment for enforcement purposes. The clerk is required to mail notice of the filing to the judgment debtors at their last known addresses. Under 12 O.S. § 720, the judgment debtor has the right to file a motion to vacate the domesticated judgment within thirty (30) days of receipt of notice.

Recommended forum: We recommend filing for domestication in the District Court of Oklahoma County, Oklahoma. This court has jurisdiction over the area where both Ridgeline's principal office and Brashear's residence are located, and it will be the most convenient forum for subsequent enforcement proceedings such as garnishment hearings and execution.

Potential challenge: Upon receiving notice of the domestication filing, Brashear may file a motion to vacate the domesticated judgment. Under the UEFJA, the grounds for vacating a domesticated foreign judgment are limited to the defenses that would be available in an action on the judgment, including lack of personal jurisdiction over the judgment debtor, failure of due process, and satisfaction or discharge of the judgment. Brashear's position on any such motion would be exceedingly weak for several reasons. First, he was personally served at his residence in Oklahoma with the Texas lawsuit and simply failed to respond — he cannot credibly claim lack of notice. Second, the DFSA contains a forum-selection clause at Section 18.2 designating the courts of Dallas County, Texas as the exclusive forum for disputes arising under the agreement, and Brashear consented to that forum by executing the DFSA and the personal guaranty. Third, there is no indication that the judgment has been satisfied, discharged, or modified. We are confident that any challenge to domestication would be unsuccessful.

Once domesticated, the Texas judgment will have the same force and effect as a judgment of the Oklahoma district court, and SLG will be able to pursue writs of execution, garnishment of bank accounts and wages (subject to Oklahoma exemptions), and all other Oklahoma post-judgment remedies.

Target filing date: On or before June 14, 2024.

C. Post-Judgment discovery

Post-judgment discovery is the most critical tool for identifying the assets available for collection. Because neither Judgment Debtor appeared in the underlying litigation, we have virtually no information about their current financial condition beyond what is publicly available. Comprehensive post-judgment discovery will fill this gap and inform every subsequent enforcement decision.

1. Scope and Objectives. The overarching objective of post-judgment discovery is to identify all assets of both Ridgeline and Brashear that may be subject to execution, garnishment, or other collection remedies. Specifically, we seek to identify and obtain information regarding:

• Real property owned by either Judgment Debtor, including legal descriptions, current fair market values, outstanding mortgages and liens, and homestead designations;

• Bank and brokerage accounts held by either Judgment Debtor at any financial institution, including account numbers, current balances, and recent transaction history;

• Vehicles and rolling stock owned by either Judgment Debtor, including the 38 tractors and 52 trailers formerly operated by Ridgeline, along with any personal vehicles owned by Brashear;

• Accounts receivable owed to Ridgeline from former customers, freight brokers, or other third parties;

• Insurance policies with cash surrender value, including life insurance, annuities, and any other policies that may constitute non-exempt assets;

• Interests in other business entities, including membership interests in LLCs, partnership interests, stock in corporations, and beneficial interests in trusts;

• Personal property of significant value, including equipment, machinery, jewelry, collectibles, and other tangible assets;

• Income sources, including employment income, rental income, investment income, and distributions from business entities; and

• Transfers of assets made by either Judgment Debtor during the preceding two years, including the identity of transferees, the consideration received, and the circumstances of each transfer. This information is critical for evaluating potential voidable transfer claims.

Texas Rules of Civil Procedure authorize broad post-judgment discovery. Texas Rule of Civil Procedure 621a provides that, at any time after rendition of judgment, the judgment creditor may, for the purpose of obtaining information to aid in the enforcement of the judgment, obtain discovery from any person, including the judgment debtor, in the same manner and to the same extent as is provided for pre-trial discovery. Oklahoma provides analogous authority under 12 O.S. § 840, which permits discovery in aid of execution.

2. Instruments to Serve. We recommend serving the following post-judgment discovery instruments:

Post-Judgment Interrogatories to Gerald Brashear (individually and in his capacity as managing member of Ridgeline Freight Carriers LLC): We will prepare a comprehensive set of interrogatories requiring Brashear to identify, under oath, all of his personal assets and all remaining assets of Ridgeline. The interrogatories will include detailed questions regarding all bank and brokerage accounts (by institution, account number, and approximate balance); all real property interests (by legal description, county, and approximate equity); all vehicles, tractors, trailers, and other titled property; all accounts receivable; all interests in business entities; all sources of income; all insurance policies; all debts and liabilities; and all transfers of assets (whether by sale, gift, assignment, or otherwise) made within the preceding two years, including the identity of the transferee, the nature of the asset transferred, and the consideration received. The interrogatories will be tailored to capture information relevant to both Texas and Oklahoma enforcement proceedings.

Post-Judgment Requests for Production to Gerald Brashear and Ridgeline Freight Carriers LLC: We will serve document requests seeking the following categories of documents:

• Federal and state income tax returns for both Brashear (individual) and Ridgeline (entity), for fiscal years 2021, 2022, and 2023;

• Bank statements for all accounts held by Brashear or Ridgeline at any financial institution, for the 24-month period preceding the date of service;

• Financial statements, balance sheets, profit-and-loss statements, and any other financial reports prepared by or for Ridgeline for 2022 and 2023;

• Certificates of title for all vehicles, tractors, trailers, and other titled equipment;

• Deeds, deeds of trust, mortgages, and title insurance policies for all real property;

• Loan documents, promissory notes, and security agreements to which Brashear or Ridgeline is a party;

• Insurance policies (including commercial auto, general liability, cargo, and personal life/disability/umbrella policies);

• Documentation of any transfers of assets by Brashear or Ridgeline within the preceding two years, including bills of sale, assignment agreements, gift documentation, and related correspondence; and

• UCC financing statements filed by or against Ridgeline, and any related security agreements.

Deposition Notice for Gerald Brashear: We will notice Brashear's oral deposition, to be conducted in Dallas, Texas (consistent with the forum-selection clause) or, alternatively, in Oklahoma City, Oklahoma (to minimize the risk of non-appearance). We recommend scheduling the deposition approximately 30 days after service of the written discovery to allow Brashear's initial responses (or lack thereof) to inform our deposition questioning. If Brashear's written responses are incomplete, evasive, or non-existent, the deposition will serve as an alternative means of extracting information under oath.

3. Timeline. We recommend serving all post-judgment discovery on Brashear — both individually and in his capacity as managing member of Ridgeline — by early June 2024. Service should be made at Brashear's residence (2314 Quail Creek Drive, Edmond, OK 73034) and at Ridgeline's principal office (7820 South Meridian Avenue, Oklahoma City, OK 73159), to the extent the principal office remains a viable address.

Under the Texas Rules of Civil Procedure, responses to interrogatories and requests for production are due 30 days after service. We therefore anticipate a response deadline in early July 2024.

If Brashear fails to respond to post-judgment discovery, or if his responses are materially incomplete, evasive, or otherwise deficient, we will promptly file a motion to compel discovery responses and seek appropriate sanctions, up to and including a finding of contempt of court. A judgment debtor's willful failure to respond to post-judgment discovery is a serious matter that Texas courts treat with appropriate severity, and the threat of contempt — with its attendant risk of incarceration — can be a powerful motivator for compliance.

D. Analysis of Dralvecen Surety & Insurance Co. BMC-84 Bond

Ridgeline maintained a BMC-84 surety bond in the amount of $75,000 issued by Dralvecen Surety & Insurance Co. (400 West 15th Street, Suite 800, Austin, TX 78701). We have analyzed whether this bond may serve as a source of recovery for the judgment and have concluded that it does not.

The BMC-84 bond (Form BMC-84, prescribed by the Federal Motor Carrier Safety Administration pursuant to 49 C.F.R. § 387.307) is specifically designed to secure payment of claims for loss of or damage to property transported by the motor carrier — in other words, cargo claims by shippers whose goods are lost, damaged, or destroyed while in the carrier's possession. The bond functions as financial responsibility assurance under the applicable federal regulations and is conditioned upon the carrier's failure to pay valid cargo claims.

SLG's claims against Ridgeline are for breach-of-contract liquidated damages under DFSA § 14.3, re-procurement costs under DFSA § 14.4, pre-judgment interest, attorneys' fees, and court costs. None of these claims involve the loss of or damage to cargo. SLG did not ship cargo through Ridgeline that was lost or damaged; rather, Ridgeline breached its contractual obligation to provide dedicated freight services, forcing SLG to re-procure those services at higher cost.

Conclusion: The BMC-84 bond issued by Dralvecen Surety & Insurance Co. is inapplicable to the contract damages at issue in this case. The bond does not cover breach-of-contract claims, liquidated damages for service failures, or re-procurement costs. It covers only cargo loss and damage claims, which are not at issue. We therefore conclude that no claim should be filed against the bond.

Additionally, Ridgeline's cargo insurance policy (also issued through Dralvecen) is similarly inapplicable for the same reasons — it provides coverage for physical loss of or damage to cargo, not for breach-of-contract damages.

Recommendation: No further action is warranted on this avenue. We will not file a claim against the BMC-84 bond or the cargo insurance policy.

E. Retention of Capstone Forensic Accounting LLC for Asset Tracing

We recommend retaining Capstone Forensic Accounting LLC for comprehensive asset tracing on behalf of SLG. Capstone is a Dallas-based forensic accounting firm with extensive experience in judgment collection, asset tracing, and fraudulent transfer investigations in commercial litigation. The firm's principal, Dr. Angela Whitfield, CPA, CFF, has been retained by Calderwood & Harkness on prior engagements and has consistently delivered thorough, cost-effective work product.

Firm Information: Capstone Forensic Accounting LLC 3000 Oak Lawn Avenue, Suite 550 Dallas, Texas 75219 Principal: Dr. Angela Whitfield, CPA, CFF

Scope of Engagement: We recommend that Capstone's engagement encompass the following:

• Public records searches across Texas, Oklahoma, and surrounding states (Arkansas, Louisiana, Kansas, Missouri), including real property records, UCC financing statement filings, vehicle and title registrations, corporate and LLC formation and annual filing records, assumed name filings, and federal and state tax lien filings. These searches will be conducted for both Ridgeline and Brashear, as well as any known or suspected related entities or individuals (e.g., family members, business associates).

• Analysis of financial documents produced through post-judgment discovery, including bank records, tax returns, financial statements, and loan documentation. Capstone will review these materials to construct a comprehensive picture of the Judgment Debtors' financial condition, identify undisclosed assets, and trace the flow of funds.

• Identification of potential voidable transfers or preferential payments made by Ridgeline or Brashear prior to or after the cessation of operations on December 8, 2023. If assets were transferred for less than reasonably equivalent value while Ridgeline or Brashear was insolvent, or if transfers were made with actual intent to hinder, delay, or defraud creditors, SLG may have claims under the Texas Uniform Voidable Transactions Act (Tex. Bus. & Com. Code § 24.001 et seq.) or the Oklahoma Uniform Fraudulent Transfer Act (24 O.S. § 112 et seq.). Capstone's analysis will be critical in evaluating the viability of any such claims.

• Tracing of proceeds from any disposition of Ridgeline's fleet assets. At peak operations, Ridgeline operated 38 Class 8 tractors and 52 dry van trailers, representing a significant capital asset base. The current disposition of this fleet is unknown. Capstone will attempt to determine which units Ridgeline owned outright versus which were subject to security interests or lease arrangements, what happened to each unit upon cessation of operations (repossession, sale, transfer, or abandonment), and whether the proceeds of any sales or dispositions were diverted or remain available.

Estimated cost: $15,000 to $25,000, depending on the complexity and volume of financial records to be reviewed, the number of jurisdictions requiring public records searches, and whether additional investigative steps (such as skip tracing or analysis of affiliated entities) become necessary. We will seek client approval before the engagement exceeds the initial budget estimate.

Capstone's findings will directly inform our execution and garnishment strategy by identifying specific assets to target, specific bank accounts to garnish, and specific transfers to challenge.

Target retention date: We recommend engaging Capstone as soon as post-judgment discovery yields initial financial documents, which we anticipate in late June or early July 2024. However, if the public records search component of Capstone's work can be commenced immediately (without waiting for discovery), we may wish to authorize Capstone to begin that component earlier, as it may provide leads that inform our discovery strategy. We recommend discussing this timing with Diane Ostrowski.

F. Real Property Execution

Real property is often the most significant asset category for individual judgment debtors, and Brashear's real property holdings may represent the most substantial source of recovery in this matter. However, Oklahoma's homestead exemption presents a significant limitation that must be carefully analyzed.

1. Identified / Suspected Properties. Based on our preliminary investigation and information gathered during the contractual relationship, we have identified two properties that Brashear may own:

Brashear Residence — 2314 Quail Creek Drive, Edmond, OK 73034 (Oklahoma County).

This is the property at which Brashear was personally served in the underlying litigation and is believed to be his primary residence. Edmond is located in Oklahoma County. The property is located in a residential subdivision and is believed to be a single-family home.

Homestead status under the Oklahoma Constitution and applicable statutes must be carefully analyzed. The Oklahoma Constitution, Article XII, Section 1, provides that the homestead of a family is protected from forced sale for the payment of debts, subject to certain exceptions. Title 31, Section 2 of the Oklahoma Statutes further defines and limits the homestead exemption to one acre of land within the limits of any city or town, or 160 acres of land elsewhere, together with all improvements thereon. The exemption is without limitation as to value — unlike some states, Oklahoma does not impose a dollar cap on the homestead exemption.

Critically, the Oklahoma homestead exemption applies to contract debts. Unlike Texas, which provides a similarly robust homestead exemption, Oklahoma does not carve out an exception for debts arising from personal guaranties or other contract obligations (as opposed to, for example, purchase money mortgages, tax liens, or mechanics' liens, which are exceptions to the exemption). Because Brashear's liability to SLG arises from his personal guaranty under the DFSA — a contract obligation — the homestead exemption would apply to protect his primary residence from forced sale.

The practical implication is that SLG's judgment lien will attach to the Brashear residence upon filing of the abstract of judgment, but SLG cannot force a sale of the property so long as it qualifies as Brashear's homestead. The lien will remain encumbering the property and must be satisfied (or will constitute a cloud on title) if and when Brashear voluntarily sells or refinances the residence. This provides a degree of leverage but does not permit involuntary execution.

Estimated equity in the Brashear residence is presently unknown and must be determined through property records searches and, if necessary, an independent appraisal. We will request this information through post-judgment discovery and Capstone's asset tracing.

Ranch / Rural Property — 8900 Redbud Lane, Blanchard, OK 73010 (McClain County or Cleveland County).

Preliminary indications from prior communications between SLG and Ridgeline, as well as publicly available records, suggest that Brashear may own rural acreage in the Blanchard, Oklahoma area, at an address believed to be 8900 Redbud Lane. Blanchard straddles the border of McClain County and Cleveland County, and we need to confirm through a title search which county the property is in.

If this property exists and is owned by Brashear, the critical question is whether it constitutes his homestead. Under Oklahoma law, a person can have only one homestead. If Brashear's homestead is the Edmond residence (as we believe to be the case, given that he was personally served there and it appears to be his primary residence), then the Blanchard property would be non-homestead real property and would be fully subject to execution and forced sale to satisfy the judgment.

If the Blanchard property is non-homestead, its fair market value less any outstanding mortgages or liens would represent a direct recovery source. Given that it is described as rural acreage, the property could have meaningful value, depending on acreage, improvements, and location.

We need to verify for both properties: (a) current ownership and title status; (b) outstanding mortgage balances and other liens; (c) homestead designation; and (d) current fair market value. This information will be obtained through a combination of public records searches (to be conducted by Capstone), post-judgment discovery, and, if necessary, independent appraisals.

2. Execution Process (Oklahoma). After the Texas judgment is domesticated in Oklahoma under the UEFJA, SLG will be able to obtain a writ of execution from the Oklahoma County District Court pursuant to 12 O.S. § 735. The writ of execution directs the county sheriff to levy upon and sell the judgment debtor's non-exempt property to satisfy the judgment.

For non-homestead real property, the execution process proceeds as follows: the court issues a writ of execution; the sheriff levies upon the property by filing a copy of the writ with the county clerk; the sheriff advertises and conducts a sheriff's sale; and the proceeds of the sale (after satisfaction of any superior liens) are applied to the judgment.

If the Blanchard property is located in McClain County, we may need to file a separate abstract of judgment in McClain County and obtain a writ of execution from the McClain County District Court, as Oklahoma sheriffs generally have authority only within their own counties. This is a logistical consideration but not a substantive impediment.

Timeline: Execution against non-exempt real property can proceed once the judgment is domesticated in Oklahoma and post-judgment discovery and asset tracing confirm the property details, ownership status, and non-homestead character. Realistically, this timeline is approximately 60 to 120 days from the domestication filing, assuming no unforeseen complications or contested proceedings.

G. Other Potential Asset Sources

1. Ridgeline Rolling Stock and Equipment. At peak operations, Ridgeline maintained a fleet of 38 Class 8 tractors and 52 dry van trailers, representing a significant capital investment. The current disposition of this fleet is one of the central unknowns in the collection analysis.

When Ridgeline ceased operations on or about December 8, 2023, its fleet may have been subject to range outcomes:

• Repossession by secured lenders: Many motor carriers finance their tractors and trailers through purchase money security interests or equipment financing arrangements with banks or captive finance companies (e.g., PACCAR Financial, Daimler Truck Financial, Transport Funding LLC). If Ridgeline defaulted on its equipment financing obligations when it ceased operations, secured lenders likely repossessed the units, leaving no equity for unsecured creditors such as SLG.

• Sale or transfer: Some units may have been sold to third parties (other carriers, used truck dealers, auction houses) in the period surrounding the cessation of operations. If sales occurred at below-market prices or to insiders (e.g., Brashear's relatives or associates), those transactions may constitute voidable transfers.

• Lease returns: If any units were subject to operating leases rather than purchase money arrangements, they would have been returned to the lessors and would not constitute Ridgeline assets.

• Abandonment: In some cases of rapid operational collapse, carriers simply park their equipment and walk away, leaving units to be claimed by landlords, storage lot operators, or lienholders.

Post-judgment discovery and the Capstone asset tracing engagement should determine: (a) which units Ridgeline owned outright (free and clear of liens); (b) which were subject to purchase money security interests or leases, and what the current status of those arrangements is; (c) whether any units were sold or transferred, and if so, to whom and for what consideration; and (d) whether any transfers were made under circumstances that would render them voidable under the Texas Uniform Voidable Transactions Act or the Oklahoma Uniform Fraudulent Transfer Act.

If Ridgeline retains ownership of any equipment — whether tractors, trailers, or other tangible assets — SLG can obtain a writ of execution for personal property and direct the sheriff to seize and sell those assets.

2. Bank Accounts and Receivables. Garnishment of bank accounts is often the most efficient method of post-judgment collection. If we can identify bank accounts held by either Ridgeline or Brashear, we can serve garnishment writs on the depository institutions to freeze and collect the funds on deposit.

In Texas, post-judgment garnishment is authorized by Texas Civil Practice and Remedies Code § 63.001 et seq. A writ of garnishment can be served on any person or institution that is believed to hold property belonging to the judgment debtor, including banks, credit unions, and brokerage firms. In Oklahoma, garnishment is governed by 12 O.S. § 1171 et seq., and analogous procedures apply.

Identifying the specific institutions where Ridgeline and Brashear maintain accounts is a primary objective of post-judgment discovery. The post-judgment interrogatories and document requests described above will specifically require disclosure of all bank and financial accounts, along with production of bank statements for the preceding 24 months.

In addition to bank accounts, if Ridgeline has outstanding accounts receivable from former customers — for freight services rendered prior to the cessation of operations on December 8, 2023 — those receivables may also be subject to garnishment. It is possible that certain customers still owe Ridgeline for services performed in November or early December 2023. Post-judgment discovery will seek to identify any such outstanding receivables.

3. Other Business Interests of Brashear. Post-judgment interrogatories will specifically inquire whether Brashear holds ownership interests in any business entities other than Ridgeline, including membership interests in LLCs, limited partnership interests, general partnership interests, stock in closely held corporations, or beneficial interests in trusts. Given Brashear's background in the transportation industry and his history of entrepreneurship, it is possible that he holds interests in other operating or holding companies.

If Brashear holds membership interests in other LLCs or partnership interests in other entities, those interests may be subject to a charging order under Oklahoma law. A charging order does not transfer the membership or partnership interest itself to the judgment creditor; rather, it directs the entity to pay any distributions that would otherwise be made to the judgment debtor directly to the judgment creditor until the judgment is satisfied. See 18 O.S. § 2034 (Oklahoma LLC Act, charging orders). While a charging order does not permit SLG to force distributions or to exercise management rights, it can be an effective tool if the relevant entities are generating cash flow.

4. Vehicles and Personal Property. Brashear's personally owned vehicles and other non-exempt personal property are subject to seizure under a writ of execution, subject to Oklahoma's personal property exemptions. Under 31 O.S. § 1, Oklahoma exempts from execution certain categories of personal property, including (among other items) wearing apparel, furniture and household goods, books and portraits, food provisions, implements of husbandry, tools and apparatus of a trade or profession, and certain animals. The statutory exemptions are relatively modest in dollar value and would not protect high-value assets such as luxury vehicles, recreational vehicles, or valuable personal property.

Post-judgment discovery will seek to identify all vehicles titled in Brashear's name (including any personal automobiles, trucks, recreational vehicles, watercraft, or other titled property), as well as any other tangible personal property of significant value that may be subject to execution.

IV. Personal Guaranty Analysis

A critical foundation of the collection strategy is the personal guaranty executed by Gerald Brashear under Section 14.5 of the DFSA. The guaranty provides SLG with direct recourse against Brashear's personal assets, independent of and in addition to any recovery from Ridgeline's assets.

The key characteristics of the guaranty are as follows:

• Guaranty scope: Brashear unconditionally guaranteed Ridgeline's obligations arising under Section 14 of the DFSA, which encompasses the liquidated damages provision (§ 14.3), the re-procurement damages provision (§ 14.4), the attorney's fees provision (§ 14.6), and related remedial provisions.

• Guaranty cap: The guaranty is capped at $3,000,000. The total judgment of $2,545,188.60 is well within this cap, with approximately $454,811.40 of headroom. As post-judgment interest continues to accrue at $348.63 per day, the total obligation will eventually approach but is unlikely to reach the cap within the foreseeable enforcement timeline.

• Unconditional nature: The guaranty is absolute and unconditional. It expressly provides that SLG is not required to exhaust remedies against Ridgeline, pursue any collateral, or take any other action against the primary obligor before proceeding directly against Brashear. This waiver of the requirement to exhaust remedies is particularly important given that Ridgeline appears to be judgment-proof.

• Default judgment against Brashear individually: Brashear was named as a co-defendant in the underlying action, was properly served with process individually, and failed to appear. The default judgment was entered against him individually, jointly and severally with Ridgeline. There is therefore no need for SLG to bring a separate enforcement action on the guaranty — the judgment is directly enforceable against Brashear's personal assets.

• Bankruptcy risk: We have no indication that Brashear has filed for personal bankruptcy under any chapter of the Bankruptcy Code. If he files for bankruptcy, the automatic stay under 11 U.S.C. § 362 will immediately halt all collection efforts against him, and SLG would need to file a proof of claim in the bankruptcy proceeding to preserve its rights. The SLG judgment debt is a general unsecured claim arising from a contract obligation. It is likely not subject to any exception from discharge under 11 U.S.C. § 523 (which generally applies to debts arising from fraud, willful injury, certain tax obligations, and other specific categories), meaning that Brashear could potentially obtain a discharge of the debt through a successful Chapter 7 or Chapter 13 proceeding. This risk significantly reinforces the need for prompt and aggressive execution to secure liens, garnish accounts, and maximize recovery before any potential bankruptcy filing.

The personal guaranty transforms this collection matter from one that might otherwise involve chasing an empty corporate shell into one where a specific individual's personal assets are directly at stake. Brashear is the primary enforcement target, and all collection efforts should be oriented toward identifying and reaching his personal assets.

V. Notification Requirements — Patriot National Bank

Stonefield's senior secured credit facility is with Patriot National Bank, and SLG's obligations under the credit agreement include certain notification and reporting requirements that may be implicated by the judgment and any subsequent collection recoveries.

Lender Information: Patriot National Bank William Sorrento, Senior Vice President, Commercial Lending 1700 Pacific Avenue, Suite 2000 Dallas, Texas 75201

SLG's credit agreement with Patriot National Bank is understood to contain provisions requiring notification of material litigation developments. In addition, and importantly, the credit agreement may contain "extraordinary receipts" or "asset disposition" sweep provisions that could require SLG to apply litigation recoveries above certain threshold amounts to reduce outstanding borrowings under the credit facility or to deposit such recoveries into a controlled or restricted account.

Recommendation: We recommend that Diane Ostrowski review the specific terms of the credit agreement — in particular, the covenants, reporting requirements, and mandatory prepayment or sweep provisions — to determine the following:

• Whether and when SLG is required to notify Patriot National Bank of the entry of the default judgment and any subsequent collection recoveries;

• Whether litigation recoveries must be applied as mandatory prepayments to reduce outstanding borrowings, or deposited into a controlled or restricted account maintained by Patriot National Bank;

• The threshold amounts, timing requirements, and any exceptions or carve-outs applicable to such notifications and payments (e.g., whether there is a de minimis threshold below which reporting is not required, or whether legal fees and costs incurred in collection are deductible from gross recovery before any sweep applies); and

• Whether SLG's pursuit of the collection strategy outlined in this memorandum, including the retention of Capstone Forensic Accounting and the expenditure of legal fees, requires prior approval or notification to the lender.

As a general matter, legal fees and costs incurred in connection with the collection of a judgment are typically deductible from the gross recovery before any lender sweep applies, but this must be confirmed against the specific language of the credit agreement. If the credit agreement does not expressly address this point, we should consider requesting a clarification or accommodation from Patriot National Bank before significant collection expenses are incurred.

SLG should notify Patriot National Bank of the judgment entry promptly, if it has not already done so. We recommend that Diane Ostrowski send a brief written notice to William Sorrento at Patriot National Bank, advising of the entry of the default judgment, the amount, and SLG's intention to pursue collection. This notice should be straightforward and factual, and need not disclose the details of the collection strategy.

VI. Crestpoint Industrial Partners — Reporting Considerations

Stonefield Logistics Group Inc. is a portfolio company of Crestpoint Industrial Partners Fund III, LP, a private equity fund managed by Crestpoint Industrial Capital LLC. Crestpoint acquired SLG in 2019 for approximately $310 million.

Sponsor Information: Crestpoint Industrial Partners Fund III, LP General Partner: Crestpoint Industrial Capital LLC Rebecca Fontaine, Partner, Portfolio Oversight 600 Lexington Avenue, 28th Floor New York, New York 10022

Collection outcomes in this matter — including the total amount recovered, the timeline for recovery, and the costs incurred — may need to be reported to Crestpoint Industrial Partners as part of SLG's regular portfolio company reporting obligations. The judgment represents a meaningful receivable for SLG, and any significant recovery (or, alternatively, a determination that recovery is unlikely) would be a reportable event under most private equity reporting frameworks.

We recommend that Diane Ostrowski coordinate with Rebecca Fontaine regarding the appropriate frequency and format of status updates on the collection effort. Typical practice for a matter of this magnitude would include quarterly written updates and ad hoc updates upon significant developments (e.g., domestication of the judgment, identification of substantial assets, execution on specific assets, or receipt of settlement overtures from Brashear).

No legal obligation flows to Calderwood & Harkness directly from Crestpoint Industrial Partners or its affiliates, and we do not represent Crestpoint in this or any other matter. However, Priya Anand should be prepared to participate in any update calls or meetings between SLG management and Crestpoint representatives, as may be requested by Diane Ostrowski from time to time. Any communications with Crestpoint personnel regarding legal strategy should be coordinated through Diane Ostrowski to preserve the attorney-client privilege.

VII. Potential Risks and Contingencies

No collection effort is without risk. The following sections identify the principal risks and contingencies that may affect the outcome of SLG's collection efforts, together with our assessment of each.

A. Brashear Bankruptcy Filing

The most significant risk to SLG's collection efforts is the possibility that Gerald Brashear files for personal bankruptcy. If Brashear files a voluntary petition under Chapter 7 (liquidation) or Chapter 13 (adjustment of debts of an individual with regular income) of the Bankruptcy Code, the automatic stay under 11 U.S.C. § 362 will immediately halt all collection efforts against him, including pending writs of execution, garnishments, and discovery.

Prompt execution is essential to secure liens and maximize recovery before any potential filing. Specifically:

• Filing abstracts of judgment before a bankruptcy petition is filed will ensure that SLG holds a judicial lien on Brashear's real property, which may be enforceable (subject to the debtor's exemption rights and the trustee's avoidance powers) in the bankruptcy proceeding.

• Garnishing bank accounts before a bankruptcy petition is filed will convert SLG's unsecured claim into collected funds, which are not subject to turnover to the bankruptcy estate.

• Obtaining a writ of execution and levying on non-exempt property before a filing will similarly improve SLG's position.

If Brashear does file for bankruptcy, SLG must file a proof of claim in the bankruptcy proceeding within the applicable claims bar date (typically 70 days after the order for relief in a Chapter 7 case). SLG should also evaluate whether to file a motion for relief from the automatic stay under 11 U.S.C. § 362(d), which may be granted for "cause" (such as lack of adequate protection of SLG's interest in specific property) or if the debtor has no equity in the property and the property is not necessary for an effective reorganization.

As noted above, SLG's claim is a general unsecured debt arising from a contract obligation. It is likely not excepted from discharge under any provision of 11 U.S.C. § 523, absent facts suggesting fraud, material misrepresentation, or willful and malicious injury. This underscores the urgency of pursuing collection aggressively and without delay.

B. Challenge to Default Judgment

Brashear could attempt to challenge the default judgment through several procedural vehicles, although his prospects of success appear poor:

• Motion for new trial under Tex. R. Civ. P. 329: A motion for new trial must be filed within 30 days after the judgment is signed. The judgment was signed on May 3, 2024, making the deadline for filing a motion for new trial June 2, 2024. As of the date of this memorandum, no such motion has been filed, and the deadline is imminent. If Brashear does not file by June 2, 2024, this avenue will be foreclosed.

• Bill of review: Under Texas law, a party may seek to set aside a final judgment by filing a bill of review within four years. However, the bill of review is an equitable remedy that requires the petitioner to demonstrate: (1) a meritorious defense to the underlying cause of action; (2) that the petitioner was prevented from presenting that defense by the fraud, accident, or wrongful act of the opposing party or by official mistake; and (3) that the petitioner was not negligent. Given that Brashear was personally served at his residence and simply failed to respond or appear — without any allegation of fraud, accident, or official mistake — a bill of review is highly unlikely to succeed. Courts routinely deny bills of review where the petitioner's failure to appear was the result of the petitioner's own neglect or indifference.

• Challenge to domesticated judgment in Oklahoma: Upon domestication of the Texas judgment in Oklahoma under the UEFJA, Brashear may file a motion to vacate within 30 days of receiving notice. The grounds for vacating a domesticated foreign judgment under the UEFJA are limited to defenses that would be available in a direct action on the judgment, including lack of personal jurisdiction, failure of due process, satisfaction, or discharge. Brashear was personally served, consented to the Dallas County forum through the forum-selection clause in DFSA § 18.2, and has no apparent basis for contesting jurisdiction or due process. Any challenge to the domesticated judgment would be meritless.

While these risks are low, we will monitor for any filings by Brashear or any attorney appearing on his behalf.

C. Insufficient Assets / Judgment-Proof Status

There is a realistic possibility that the total recoverable assets of both Ridgeline and Brashear are substantially less than the full judgment amount of $2,545,188.60. Ridgeline appears to be an insolvent, non-operating entity with unknown remaining assets. Brashear's personal net worth is presently unknown, and a significant portion of his assets (most notably, his homestead) may be exempt from execution under Oklahoma law.

Based on our preliminary assessment — acknowledging the significant uncertainty involved — recovery of 20% to 40% of the judgment amount (i.e., approximately $509,000 to $1,018,000) may represent a realistic best-case scenario. This estimate is highly preliminary and will be revised as post-judgment discovery and asset tracing yield additional information. It is possible that recovery could be higher if Brashear possesses non-exempt assets that are not currently apparent, or lower if his financial condition is worse than anticipated.

SLG should set recovery expectations accordingly and should view collection as a process that will unfold over several months, with the potential for partial recoveries at various stages. The cost of collection should be weighed against the expected recovery at each stage, and the strategy should be adjusted as new information becomes available.

D. Voidable Transfers

If asset tracing by Capstone Forensic Accounting reveals that Ridgeline or Brashear transferred assets for less than reasonably equivalent value while insolvent, or with the actual intent to hinder, delay, or defraud creditors, SLG may have viable claims under the applicable voidable transfer statutes:

• Texas Uniform Voidable Transactions Act (Tex. Bus. & Com. Code § 24.001 *et seq.*): Applicable to transfers by Ridgeline of Texas-situated assets or transfers that are otherwise governed by Texas law.

• Oklahoma Uniform Fraudulent Transfer Act (24 O.S. § 112 *et seq.*): Applicable to transfers by Ridgeline or Brashear of Oklahoma-situated assets.

A voidable transfer claim would seek to recover the transferred assets (or their value) from the transferee and return them to the collection pool. This would require a separate proceeding — either a standalone lawsuit against the transferee or a supplemental proceeding in the existing collection matter, depending on the jurisdiction and procedural rules.

Pursuing voidable transfer claims would involve additional costs, including the costs of the separate proceeding, potential expert testimony, and additional discovery. However, if the asset tracing reveals significant transfers — for example, if Brashear transferred real property, vehicles, or cash to family members or associates before or after Ridgeline ceased operations — the potential recovery could be meaningful and could materially expand the pool of assets available to satisfy the judgment.

PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
MEMORANDUM
FROM: Jeffrey Park, Lead Associate, Calderwood & Harkness LLP
TO: Priya Anand, Responsible Partner, Calderwood & Harkness LLP Diane Ostrowski, General Counsel, Stonefield Logistics Group Inc.
DATE: May 15, 2024
RE: Post-Judgment Collection Strategy — Stonefield Logistics Group Inc. v. Ridgeline Freight Carriers LLC and Gerald Brashear, Cause No. DC-24-01847, 134th Judicial District Court, Dallas County, Texas
C&H MATTER NO.: 1012-00006
I. Executive Summary
On May 3, 2024, the 134th Judicial District Court of Dallas County, Texas (Hon. Lorraine Whitaker presiding) entered a default judgment in favor of Stonefield Logistics Group Inc. ("SLG" or "Stonefield") against Ridgeline Freight Carriers LLC ("Ridgeline") and Gerald "Gerry" Brashear (collectively, the "Judgment Debtors"), jointly and severally, in the total amount of $2,545,188.60. The judgment was entered upon the Judgment Debtors' complete failure to appear or file any responsive pleading after proper service of process.
The judgment amount comprises the following elements:
• Liquidated damages of $1,381,250.00 under Section 14.3 of the Dedicated Freight Services Agreement dated April 15, 2022 (the "DFSA");
• Re-procurement damages of $1,056,250.00 under Section 14.4 of the DFSA;
• Pre-judgment interest of $87,791.10, calculated at 5.00% per annum under Texas Finance Code § 304.003, accrued over 263 days from the date of breach (November 17, 2023) through the date of judgment (May 3, 2024);
• Attorneys' fees of $18,650.00 per Section 14.6 of the DFSA; and
• Court costs of $1,247.50.
Post-judgment interest continues to accrue on the full judgment amount at the rate of 5.00% per annum under Texas Finance Code § 304.003, which equates to approximately $348.63 per day or $10,590.79 per month.
The purpose of this memorandum is to outline a comprehensive collection strategy, identify the available and suspected assets of both Judgment Debtors, assess the likelihood and potential magnitude of recovery, and recommend a prioritized sequence of enforcement actions. This memorandum is intended to serve as a strategic roadmap for the collection phase and to facilitate discussion among the legal team and client regarding cost-benefit considerations.
The key challenge confronting collection efforts is that Ridgeline appears to have ceased all freight operations on or about December 8, 2023, and may be effectively judgment-proof as an operating entity. The company has not filed for bankruptcy, but its current financial condition is unknown and, based on available indications, likely dire. However, Brashear executed a personal, unconditional guaranty under DFSA § 14.5 (capped at $3,000,000), which makes his personal assets the primary and most promising collection target. The total judgment of $2,545,188.60 falls well within the guaranty cap.
Based on our preliminary assessment, we recommend the following immediate actions, each of which is discussed in detail below:
1. File abstracts of judgment in Dallas County, Texas and Oklahoma County, Oklahoma to create judgment liens on any real property owned by either Judgment Debtor in those jurisdictions;
2. Domesticate the Texas judgment in Oklahoma under the Uniform Enforcement of Foreign Judgments Act to enable the full range of Oklahoma enforcement remedies against Brashear and Ridgeline;
3. Commence post-judgment discovery against both Judgment Debtors, including written interrogatories, document requests, and an oral deposition of Brashear;
4. Retain a forensic accounting firm (specifically, Capstone Forensic Accounting LLC) for comprehensive asset tracing, including investigation of any voidable transfers;
5. Evaluate surety bond coverage under Ridgeline's BMC-84 bond (which, as discussed below, is inapplicable to the contract damages at issue); and
6. Comply with Patriot National Bank notification requirements under SLG's senior secured credit facility.
II. Background
A. The Judgment
On May 3, 2024, the 134th Judicial District Court of Dallas County, Texas (Hon. Lorraine Whitaker presiding) entered a default judgment in Cause No. DC-24-01847, styled Stonefield Logistics Group Inc. v. Ridgeline Freight Carriers LLC and Gerald Brashear. The judgment imposes joint and several liability on both defendants for the total sum of $2,545,188.60, consisting of the following components:
Neither defendant appeared or filed any responsive pleading in the underlying litigation. Ridgeline Freight Carriers LLC was served via substitute service on the Texas Secretary of State on February 26, 2024, pursuant to Texas Business Organizations Code § 5.251 and the applicable provisions of the Texas Civil Practice and Remedies Code. Service on the Secretary of State was necessitated by the failure of Ridgeline's Texas registered agent, Lone Star Registered Agents LLC (811 Congress Avenue, Suite 400, Austin, TX 78701), to accept or forward process. Ridgeline's answer deadline expired on March 27, 2024, without any appearance.
Gerald Brashear was personally served at his residence at 2314 Quail Creek Drive, Edmond, Oklahoma 73034, on February 22, 2024, by a licensed private process server retained by our firm. The return of service reflects that process was delivered directly to Brashear at that address. Brashear's answer deadline expired on March 18, 2024, without any appearance or responsive pleading. No counsel entered an appearance on behalf of either defendant at any point during the proceedings.
Following the expiration of both answer deadlines, SLG moved for default judgment on April 8, 2024. The court conducted a brief prove-up hearing on May 3, 2024, at which counsel for SLG presented evidence supporting the damages sought, including the DFSA, the personal guaranty, the breach notice, evidence of re-procurement costs, and an affidavit calculating pre-judgment interest. The court signed the default judgment on the same date.
Post-judgment interest accrues on the full judgment amount at the rate of 5.00% per annum under Texas Finance Code § 304.003, compounding from the date of judgment until the judgment is satisfied. At that rate, SLG's judgment increases by approximately $348.63 per day, or roughly $10,590.79 per month, further underscoring the importance of prompt collection action.
B. Judgment Debtor Profiles
1. Ridgeline Freight Carriers LLC. Ridgeline Freight Carriers LLC is an Oklahoma limited liability company formed in 2017 and foreign-qualified to transact business in Texas. Its principal office is located at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159. In Texas, Ridgeline designated Lone Star Registered Agents LLC (811 Congress Avenue, Suite 400, Austin, TX 78701) as its registered agent, although that entity was non-responsive during service of process in this matter.
Ridgeline holds United States Department of Transportation Number 3281947 and Motor Carrier Number MC-1042886, and was authorized as a for-hire motor carrier of property operating in interstate and intrastate commerce across Texas, Oklahoma, Arkansas, and Louisiana. Its Employer Identification Number is 73-6218504.
At peak operations, Ridgeline maintained a fleet of approximately 38 Class 8 tractors and 52 dry van trailers, with an estimated annual revenue in the range of $18–22 million (based on publicly available data from FMCSA filings and information obtained during the contractual relationship). The company served several major shippers in the region under dedicated freight contracts, of which the DFSA with Stonefield was among the largest.
Ridgeline ceased all freight operations on or about December 8, 2023, approximately three weeks after SLG's November 17, 2023 breach of the DFSA. The cessation of operations appeared abrupt, with multiple shippers and freight brokers reporting sudden service termination. To our knowledge, Ridgeline has not filed for bankruptcy protection under any chapter of the Bankruptcy Code. Its current status with the Oklahoma Secretary of State should be confirmed, but preliminary indications suggest the entity remains in existence, albeit inactive.
Gerald Brashear is the sole member and managing member of Ridgeline. To our knowledge, there are no other equity holders, and no third-party investors hold membership interests in the entity.
Assessment: Ridgeline is likely judgment-proof as a going concern. The entity has no ongoing revenue, and the disposition of its formerly significant fleet of tractors and trailers is unknown. It is possible that some or all of the rolling stock was subject to purchase money security interests or equipment lease arrangements with third-party lenders and was repossessed upon Ridgeline's default. It is equally possible that some units were sold, transferred to related parties, or abandoned. Any remaining assets of the entity — whether rolling stock, accounts receivable from former customers, security deposits, or bank account balances — must be identified through post-judgment discovery and forensic asset tracing.
2. Gerald "Gerry" Brashear. Gerald "Gerry" Brashear is the managing member and sole owner of Ridgeline. He resides at 2314 Quail Creek Drive, Edmond, Oklahoma 73034. Prior to founding Ridgeline in 2017, Brashear served as an operations manager at Heartland Motor Lines Inc., a mid-size regional carrier based in Oklahoma City. He is believed to be approximately 54 years of age.
Brashear is a co-defendant and co-Judgment Debtor by virtue of the personal guaranty he executed under Section 14.5 of the DFSA. That guaranty is an unconditional, absolute guaranty of Ridgeline's obligations arising under Section 14 of the DFSA, capped at $3,000,000. The guaranty expressly waives any requirement that SLG first exhaust remedies against Ridgeline or any collateral before pursuing Brashear individually. The total judgment of $2,545,188.60 is well within the $3,000,000 guaranty cap, providing SLG with direct recourse against Brashear's personal assets for the full amount of the judgment.
Assessment: Brashear is the primary collection target. His personal assets — including real property, bank and brokerage accounts, vehicles, interests in other business entities, and other non-exempt personal property — must be identified through post-judgment discovery and asset tracing. Preliminary indications suggest that Brashear owns his Edmond residence and may own additional rural acreage in the Blanchard, Oklahoma area, but the extent of his personal net worth is presently unknown. The analysis below addresses the homestead and other exemption issues that may limit recovery from certain categories of his assets.
C. Prior Counsel — Meridian Holloway PLLC
We are aware that Meridian Holloway PLLC, an Oklahoma City law firm (Nathan Holloway, Managing Partner; 101 Park Avenue, Suite 600, Oklahoma City, OK 73102), previously represented Ridgeline Freight Carriers LLC in various regulatory and commercial matters, including FMCSA compliance, contract negotiations with shippers, and at least one prior commercial dispute with a fuel card vendor. Meridian Holloway did not enter an appearance on behalf of either Ridgeline or Brashear in the underlying litigation (Cause No. DC-24-01847), and there is no indication that the firm was retained for that purpose.
Meridian Holloway may possess information regarding Ridgeline's financial condition, the disposition of its assets, and Brashear's personal financial circumstances. However, any such information would be protected by the attorney-client privilege, and no waiver is available. We do not anticipate being able to obtain useful information from Meridian Holloway through formal discovery. If, however, the firm or its attorneys are identified as fact witnesses regarding specific transactions (e.g., asset transfers), they could potentially be deposed on non-privileged matters.
III. Recommended Collection Strategy — Step-by-Step
The following sections outline, in priority order, the specific collection steps we recommend. Each step is discussed with reference to the applicable legal authority, practical considerations, estimated costs, and timeline.
A. Filing Abstracts of Judgment
The filing of abstracts of judgment is the most immediate and cost-effective step to secure SLG's position as a judgment creditor. An abstract of judgment, when properly recorded, creates a judgment lien on all real property owned by the judgment debtor in the county where the abstract is filed. This lien secures SLG's interest and provides priority over subsequent purchasers and lienholders who acquire interests in the property after the abstract is recorded.
1. Dallas County, Texas. We recommend filing an abstract of judgment in the real property records of Dallas County, Texas, immediately. Under Texas Property Code § 52.001 et seq., an abstract of judgment, when properly recorded with the county clerk, creates a lien on all non-exempt real property owned by the judgment debtor in that county. The lien relates back to the date and time of recording and continues for ten years, subject to renewal. While we have not identified specific real property holdings of either Ridgeline or Brashear in Dallas County, filing in the county where the judgment was rendered is standard practice and provides protection against any subsequently discovered holdings. The filing fee is nominal (currently $44.00 for the first page in Dallas County), and the abstract can be prepared and filed within days.
Recommended filing date: On or before May 20, 2024.
2. Oklahoma County, Oklahoma. We further recommend filing an abstract of judgment (consisting of a certified copy of the Texas judgment, together with the required supporting documentation) in the office of the County Clerk of Oklahoma County, Oklahoma. This filing is critical because Oklahoma County encompasses both Oklahoma City — where Ridgeline's principal office is located at 7820 South Meridian Avenue — and Edmond, where Brashear resides at 2314 Quail Creek Drive.
Under 12 O.S. § 706, a judgment lien attaches to all real property owned by the judgment debtor in the county where the abstract or certified copy of the judgment is filed. The lien is effective from the date of filing and continues for five years, with the possibility of renewal. Filing in Oklahoma County is the single most important abstract filing because it directly encumbers any real property Brashear owns in the county where he resides.
In addition to Oklahoma County, we recommend considering filings in the following adjacent or nearby counties:
• Canadian County, Oklahoma: Canadian County is immediately adjacent to Oklahoma County on the west side and includes portions of the greater Oklahoma City metropolitan area. We should confirm whether Brashear or Ridgeline holds any real property interests in Canadian County.
• McClain County, Oklahoma (or, alternatively, Cleveland County, Oklahoma): Preliminary indications from prior communications and publicly available records suggest that Brashear may own rural acreage in the Blanchard, Oklahoma area, at an address believed to be 8900 Redbud Lane, Blanchard, OK 73010. Blanchard straddles the border of McClain County and Cleveland County. We need to confirm through a property records search which county the suspected property is in before filing the abstract in the correct jurisdiction.
Recommended filing date: On or before May 20, 2024, for Oklahoma County. Additional county filings to follow promptly upon confirmation of property locations.
3. Additional Counties. Pending the results of post-judgment discovery and the Capstone asset tracing engagement discussed below, we will file abstracts of judgment in any other county — in Texas, Oklahoma, or any other state — where the Judgment Debtors are found to hold real property. The cost of each additional filing is minimal, and the protective value is significant.
B. Domestication of Texas Judgment in Oklahoma
Because Brashear resides in Oklahoma and Ridgeline's principal office is in Oklahoma, it is essential to domesticate the Texas judgment in Oklahoma to gain access to the full range of Oklahoma enforcement remedies, including writs of execution, garnishment, and discovery in aid of execution.
Oklahoma has adopted the Uniform Enforcement of Foreign Judgments Act ("UEFJA"), codified at 12 O.S. §§ 719–723. The UEFJA provides a streamlined procedure for registering a judgment from another state in Oklahoma without the need to file a new lawsuit.
Procedure: Under 12 O.S. § 719, the judgment creditor files an authenticated copy of the foreign judgment (here, the Texas default judgment) with the clerk of the appropriate Oklahoma district court, accompanied by an affidavit setting forth the last known addresses of the judgment debtors and the name and address of the judgment creditor's attorney. Upon filing, the clerk must treat the foreign judgment in the same manner as an Oklahoma judgment for enforcement purposes. The clerk is required to mail notice of the filing to the judgment debtors at their last known addresses. Under 12 O.S. § 720, the judgment debtor has the right to file a motion to vacate the domesticated judgment within thirty (30) days of receipt of notice.
Recommended forum: We recommend filing for domestication in the District Court of Oklahoma County, Oklahoma. This court has jurisdiction over the area where both Ridgeline's principal office and Brashear's residence are located, and it will be the most convenient forum for subsequent enforcement proceedings such as garnishment hearings and execution.
Potential challenge: Upon receiving notice of the domestication filing, Brashear may file a motion to vacate the domesticated judgment. Under the UEFJA, the grounds for vacating a domesticated foreign judgment are limited to the defenses that would be available in an action on the judgment, including lack of personal jurisdiction over the judgment debtor, failure of due process, and satisfaction or discharge of the judgment. Brashear's position on any such motion would be exceedingly weak for several reasons. First, he was personally served at his residence in Oklahoma with the Texas lawsuit and simply failed to respond — he cannot credibly claim lack of notice. Second, the DFSA contains a forum-selection clause at Section 18.2 designating the courts of Dallas County, Texas as the exclusive forum for disputes arising under the agreement, and Brashear consented to that forum by executing the DFSA and the personal guaranty. Third, there is no indication that the judgment has been satisfied, discharged, or modified. We are confident that any challenge to domestication would be unsuccessful.
Once domesticated, the Texas judgment will have the same force and effect as a judgment of the Oklahoma district court, and SLG will be able to pursue writs of execution, garnishment of bank accounts and wages (subject to Oklahoma exemptions), and all other Oklahoma post-judgment remedies.
Target filing date: On or before June 14, 2024.
C. Post-Judgment discovery
Post-judgment discovery is the most critical tool for identifying the assets available for collection. Because neither Judgment Debtor appeared in the underlying litigation, we have virtually no information about their current financial condition beyond what is publicly available. Comprehensive post-judgment discovery will fill this gap and inform every subsequent enforcement decision.
1. Scope and Objectives. The overarching objective of post-judgment discovery is to identify all assets of both Ridgeline and Brashear that may be subject to execution, garnishment, or other collection remedies. Specifically, we seek to identify and obtain information regarding:
• Real property owned by either Judgment Debtor, including legal descriptions, current fair market values, outstanding mortgages and liens, and homestead designations;
• Bank and brokerage accounts held by either Judgment Debtor at any financial institution, including account numbers, current balances, and recent transaction history;
• Vehicles and rolling stock owned by either Judgment Debtor, including the 38 tractors and 52 trailers formerly operated by Ridgeline, along with any personal vehicles owned by Brashear;
• Accounts receivable owed to Ridgeline from former customers, freight brokers, or other third parties;
• Insurance policies with cash surrender value, including life insurance, annuities, and any other policies that may constitute non-exempt assets;
• Interests in other business entities, including membership interests in LLCs, partnership interests, stock in corporations, and beneficial interests in trusts;
• Personal property of significant value, including equipment, machinery, jewelry, collectibles, and other tangible assets;
• Income sources, including employment income, rental income, investment income, and distributions from business entities; and
• Transfers of assets made by either Judgment Debtor during the preceding two years, including the identity of transferees, the consideration received, and the circumstances of each transfer. This information is critical for evaluating potential voidable transfer claims.
Texas Rules of Civil Procedure authorize broad post-judgment discovery. Texas Rule of Civil Procedure 621a provides that, at any time after rendition of judgment, the judgment creditor may, for the purpose of obtaining information to aid in the enforcement of the judgment, obtain discovery from any person, including the judgment debtor, in the same manner and to the same extent as is provided for pre-trial discovery. Oklahoma provides analogous authority under 12 O.S. § 840, which permits discovery in aid of execution.
2. Instruments to Serve. We recommend serving the following post-judgment discovery instruments:
Post-Judgment Interrogatories to Gerald Brashear (individually and in his capacity as managing member of Ridgeline Freight Carriers LLC): We will prepare a comprehensive set of interrogatories requiring Brashear to identify, under oath, all of his personal assets and all remaining assets of Ridgeline. The interrogatories will include detailed questions regarding all bank and brokerage accounts (by institution, account number, and approximate balance); all real property interests (by legal description, county, and approximate equity); all vehicles, tractors, trailers, and other titled property; all accounts receivable; all interests in business entities; all sources of income; all insurance policies; all debts and liabilities; and all transfers of assets (whether by sale, gift, assignment, or otherwise) made within the preceding two years, including the identity of the transferee, the nature of the asset transferred, and the consideration received. The interrogatories will be tailored to capture information relevant to both Texas and Oklahoma enforcement proceedings.
Post-Judgment Requests for Production to Gerald Brashear and Ridgeline Freight Carriers LLC: We will serve document requests seeking the following categories of documents:
• Federal and state income tax returns for both Brashear (individual) and Ridgeline (entity), for fiscal years 2021, 2022, and 2023;
• Bank statements for all accounts held by Brashear or Ridgeline at any financial institution, for the 24-month period preceding the date of service;
• Financial statements, balance sheets, profit-and-loss statements, and any other financial reports prepared by or for Ridgeline for 2022 and 2023;
• Certificates of title for all vehicles, tractors, trailers, and other titled equipment;
• Deeds, deeds of trust, mortgages, and title insurance policies for all real property;
• Loan documents, promissory notes, and security agreements to which Brashear or Ridgeline is a party;
• Insurance policies (including commercial auto, general liability, cargo, and personal life/disability/umbrella policies);
• Documentation of any transfers of assets by Brashear or Ridgeline within the preceding two years, including bills of sale, assignment agreements, gift documentation, and related correspondence; and
• UCC financing statements filed by or against Ridgeline, and any related security agreements.
Deposition Notice for Gerald Brashear: We will notice Brashear's oral deposition, to be conducted in Dallas, Texas (consistent with the forum-selection clause) or, alternatively, in Oklahoma City, Oklahoma (to minimize the risk of non-appearance). We recommend scheduling the deposition approximately 30 days after service of the written discovery to allow Brashear's initial responses (or lack thereof) to inform our deposition questioning. If Brashear's written responses are incomplete, evasive, or non-existent, the deposition will serve as an alternative means of extracting information under oath.
3. Timeline. We recommend serving all post-judgment discovery on Brashear — both individually and in his capacity as managing member of Ridgeline — by early June 2024. Service should be made at Brashear's residence (2314 Quail Creek Drive, Edmond, OK 73034) and at Ridgeline's principal office (7820 South Meridian Avenue, Oklahoma City, OK 73159), to the extent the principal office remains a viable address.
Under the Texas Rules of Civil Procedure, responses to interrogatories and requests for production are due 30 days after service. We therefore anticipate a response deadline in early July 2024.
If Brashear fails to respond to post-judgment discovery, or if his responses are materially incomplete, evasive, or otherwise deficient, we will promptly file a motion to compel discovery responses and seek appropriate sanctions, up to and including a finding of contempt of court. A judgment debtor's willful failure to respond to post-judgment discovery is a serious matter that Texas courts treat with appropriate severity, and the threat of contempt — with its attendant risk of incarceration — can be a powerful motivator for compliance.
D. Analysis of Dralvecen Surety & Insurance Co. BMC-84 Bond
Ridgeline maintained a BMC-84 surety bond in the amount of $75,000 issued by Dralvecen Surety & Insurance Co. (400 West 15th Street, Suite 800, Austin, TX 78701). We have analyzed whether this bond may serve as a source of recovery for the judgment and have concluded that it does not.
The BMC-84 bond (Form BMC-84, prescribed by the Federal Motor Carrier Safety Administration pursuant to 49 C.F.R. § 387.307) is specifically designed to secure payment of claims for loss of or damage to property transported by the motor carrier — in other words, cargo claims by shippers whose goods are lost, damaged, or destroyed while in the carrier's possession. The bond functions as financial responsibility assurance under the applicable federal regulations and is conditioned upon the carrier's failure to pay valid cargo claims.
SLG's claims against Ridgeline are for breach-of-contract liquidated damages under DFSA § 14.3, re-procurement costs under DFSA § 14.4, pre-judgment interest, attorneys' fees, and court costs. None of these claims involve the loss of or damage to cargo. SLG did not ship cargo through Ridgeline that was lost or damaged; rather, Ridgeline breached its contractual obligation to provide dedicated freight services, forcing SLG to re-procure those services at higher cost.
Conclusion: The BMC-84 bond issued by Dralvecen Surety & Insurance Co. is inapplicable to the contract damages at issue in this case. The bond does not cover breach-of-contract claims, liquidated damages for service failures, or re-procurement costs. It covers only cargo loss and damage claims, which are not at issue. We therefore conclude that no claim should be filed against the bond.
Additionally, Ridgeline's cargo insurance policy (also issued through Dralvecen) is similarly inapplicable for the same reasons — it provides coverage for physical loss of or damage to cargo, not for breach-of-contract damages.
Recommendation: No further action is warranted on this avenue. We will not file a claim against the BMC-84 bond or the cargo insurance policy.
E. Retention of Capstone Forensic Accounting LLC for Asset Tracing
We recommend retaining Capstone Forensic Accounting LLC for comprehensive asset tracing on behalf of SLG. Capstone is a Dallas-based forensic accounting firm with extensive experience in judgment collection, asset tracing, and fraudulent transfer investigations in commercial litigation. The firm's principal, Dr. Angela Whitfield, CPA, CFF, has been retained by Calderwood & Harkness on prior engagements and has consistently delivered thorough, cost-effective work product.
Firm Information: Capstone Forensic Accounting LLC 3000 Oak Lawn Avenue, Suite 550 Dallas, Texas 75219 Principal: Dr. Angela Whitfield, CPA, CFF
Scope of Engagement: We recommend that Capstone's engagement encompass the following:
• Public records searches across Texas, Oklahoma, and surrounding states (Arkansas, Louisiana, Kansas, Missouri), including real property records, UCC financing statement filings, vehicle and title registrations, corporate and LLC formation and annual filing records, assumed name filings, and federal and state tax lien filings. These searches will be conducted for both Ridgeline and Brashear, as well as any known or suspected related entities or individuals (e.g., family members, business associates).
• Analysis of financial documents produced through post-judgment discovery, including bank records, tax returns, financial statements, and loan documentation. Capstone will review these materials to construct a comprehensive picture of the Judgment Debtors' financial condition, identify undisclosed assets, and trace the flow of funds.
• Identification of potential voidable transfers or preferential payments made by Ridgeline or Brashear prior to or after the cessation of operations on December 8, 2023. If assets were transferred for less than reasonably equivalent value while Ridgeline or Brashear was insolvent, or if transfers were made with actual intent to hinder, delay, or defraud creditors, SLG may have claims under the Texas Uniform Voidable Transactions Act (Tex. Bus. & Com. Code § 24.001 et seq.) or the Oklahoma Uniform Fraudulent Transfer Act (24 O.S. § 112 et seq.). Capstone's analysis will be critical in evaluating the viability of any such claims.
• Tracing of proceeds from any disposition of Ridgeline's fleet assets. At peak operations, Ridgeline operated 38 Class 8 tractors and 52 dry van trailers, representing a significant capital asset base. The current disposition of this fleet is unknown. Capstone will attempt to determine which units Ridgeline owned outright versus which were subject to security interests or lease arrangements, what happened to each unit upon cessation of operations (repossession, sale, transfer, or abandonment), and whether the proceeds of any sales or dispositions were diverted or remain available.
Estimated cost: $15,000 to $25,000, depending on the complexity and volume of financial records to be reviewed, the number of jurisdictions requiring public records searches, and whether additional investigative steps (such as skip tracing or analysis of affiliated entities) become necessary. We will seek client approval before the engagement exceeds the initial budget estimate.
Capstone's findings will directly inform our execution and garnishment strategy by identifying specific assets to target, specific bank accounts to garnish, and specific transfers to challenge.
Target retention date: We recommend engaging Capstone as soon as post-judgment discovery yields initial financial documents, which we anticipate in late June or early July 2024. However, if the public records search component of Capstone's work can be commenced immediately (without waiting for discovery), we may wish to authorize Capstone to begin that component earlier, as it may provide leads that inform our discovery strategy. We recommend discussing this timing with Diane Ostrowski.
F. Real Property Execution
Real property is often the most significant asset category for individual judgment debtors, and Brashear's real property holdings may represent the most substantial source of recovery in this matter. However, Oklahoma's homestead exemption presents a significant limitation that must be carefully analyzed.
1. Identified / Suspected Properties. Based on our preliminary investigation and information gathered during the contractual relationship, we have identified two properties that Brashear may own:
Brashear Residence — 2314 Quail Creek Drive, Edmond, OK 73034 (Oklahoma County).
This is the property at which Brashear was personally served in the underlying litigation and is believed to be his primary residence. Edmond is located in Oklahoma County. The property is located in a residential subdivision and is believed to be a single-family home.
Homestead status under the Oklahoma Constitution and applicable statutes must be carefully analyzed. The Oklahoma Constitution, Article XII, Section 1, provides that the homestead of a family is protected from forced sale for the payment of debts, subject to certain exceptions. Title 31, Section 2 of the Oklahoma Statutes further defines and limits the homestead exemption to one acre of land within the limits of any city or town, or 160 acres of land elsewhere, together with all improvements thereon. The exemption is without limitation as to value — unlike some states, Oklahoma does not impose a dollar cap on the homestead exemption.
Critically, the Oklahoma homestead exemption applies to contract debts. Unlike Texas, which provides a similarly robust homestead exemption, Oklahoma does not carve out an exception for debts arising from personal guaranties or other contract obligations (as opposed to, for example, purchase money mortgages, tax liens, or mechanics' liens, which are exceptions to the exemption). Because Brashear's liability to SLG arises from his personal guaranty under the DFSA — a contract obligation — the homestead exemption would apply to protect his primary residence from forced sale.
The practical implication is that SLG's judgment lien will attach to the Brashear residence upon filing of the abstract of judgment, but SLG cannot force a sale of the property so long as it qualifies as Brashear's homestead. The lien will remain encumbering the property and must be satisfied (or will constitute a cloud on title) if and when Brashear voluntarily sells or refinances the residence. This provides a degree of leverage but does not permit involuntary execution.
Estimated equity in the Brashear residence is presently unknown and must be determined through property records searches and, if necessary, an independent appraisal. We will request this information through post-judgment discovery and Capstone's asset tracing.
Ranch / Rural Property — 8900 Redbud Lane, Blanchard, OK 73010 (McClain County or Cleveland County).
Preliminary indications from prior communications between SLG and Ridgeline, as well as publicly available records, suggest that Brashear may own rural acreage in the Blanchard, Oklahoma area, at an address believed to be 8900 Redbud Lane. Blanchard straddles the border of McClain County and Cleveland County, and we need to confirm through a title search which county the property is in.
If this property exists and is owned by Brashear, the critical question is whether it constitutes his homestead. Under Oklahoma law, a person can have only one homestead. If Brashear's homestead is the Edmond residence (as we believe to be the case, given that he was personally served there and it appears to be his primary residence), then the Blanchard property would be non-homestead real property and would be fully subject to execution and forced sale to satisfy the judgment.
If the Blanchard property is non-homestead, its fair market value less any outstanding mortgages or liens would represent a direct recovery source. Given that it is described as rural acreage, the property could have meaningful value, depending on acreage, improvements, and location.
We need to verify for both properties: (a) current ownership and title status; (b) outstanding mortgage balances and other liens; (c) homestead designation; and (d) current fair market value. This information will be obtained through a combination of public records searches (to be conducted by Capstone), post-judgment discovery, and, if necessary, independent appraisals.
2. Execution Process (Oklahoma). After the Texas judgment is domesticated in Oklahoma under the UEFJA, SLG will be able to obtain a writ of execution from the Oklahoma County District Court pursuant to 12 O.S. § 735. The writ of execution directs the county sheriff to levy upon and sell the judgment debtor's non-exempt property to satisfy the judgment.
For non-homestead real property, the execution process proceeds as follows: the court issues a writ of execution; the sheriff levies upon the property by filing a copy of the writ with the county clerk; the sheriff advertises and conducts a sheriff's sale; and the proceeds of the sale (after satisfaction of any superior liens) are applied to the judgment.
If the Blanchard property is located in McClain County, we may need to file a separate abstract of judgment in McClain County and obtain a writ of execution from the McClain County District Court, as Oklahoma sheriffs generally have authority only within their own counties. This is a logistical consideration but not a substantive impediment.
Timeline: Execution against non-exempt real property can proceed once the judgment is domesticated in Oklahoma and post-judgment discovery and asset tracing confirm the property details, ownership status, and non-homestead character. Realistically, this timeline is approximately 60 to 120 days from the domestication filing, assuming no unforeseen complications or contested proceedings.
G. Other Potential Asset Sources
1. Ridgeline Rolling Stock and Equipment. At peak operations, Ridgeline maintained a fleet of 38 Class 8 tractors and 52 dry van trailers, representing a significant capital investment. The current disposition of this fleet is one of the central unknowns in the collection analysis.
When Ridgeline ceased operations on or about December 8, 2023, its fleet may have been subject to range outcomes:
• Repossession by secured lenders: Many motor carriers finance their tractors and trailers through purchase money security interests or equipment financing arrangements with banks or captive finance companies (e.g., PACCAR Financial, Daimler Truck Financial, Transport Funding LLC). If Ridgeline defaulted on its equipment financing obligations when it ceased operations, secured lenders likely repossessed the units, leaving no equity for unsecured creditors such as SLG.
• Sale or transfer: Some units may have been sold to third parties (other carriers, used truck dealers, auction houses) in the period surrounding the cessation of operations. If sales occurred at below-market prices or to insiders (e.g., Brashear's relatives or associates), those transactions may constitute voidable transfers.
• Lease returns: If any units were subject to operating leases rather than purchase money arrangements, they would have been returned to the lessors and would not constitute Ridgeline assets.
• Abandonment: In some cases of rapid operational collapse, carriers simply park their equipment and walk away, leaving units to be claimed by landlords, storage lot operators, or lienholders.
Post-judgment discovery and the Capstone asset tracing engagement should determine: (a) which units Ridgeline owned outright (free and clear of liens); (b) which were subject to purchase money security interests or leases, and what the current status of those arrangements is; (c) whether any units were sold or transferred, and if so, to whom and for what consideration; and (d) whether any transfers were made under circumstances that would render them voidable under the Texas Uniform Voidable Transactions Act or the Oklahoma Uniform Fraudulent Transfer Act.
If Ridgeline retains ownership of any equipment — whether tractors, trailers, or other tangible assets — SLG can obtain a writ of execution for personal property and direct the sheriff to seize and sell those assets.
2. Bank Accounts and Receivables. Garnishment of bank accounts is often the most efficient method of post-judgment collection. If we can identify bank accounts held by either Ridgeline or Brashear, we can serve garnishment writs on the depository institutions to freeze and collect the funds on deposit.
In Texas, post-judgment garnishment is authorized by Texas Civil Practice and Remedies Code § 63.001 et seq. A writ of garnishment can be served on any person or institution that is believed to hold property belonging to the judgment debtor, including banks, credit unions, and brokerage firms. In Oklahoma, garnishment is governed by 12 O.S. § 1171 et seq., and analogous procedures apply.
Identifying the specific institutions where Ridgeline and Brashear maintain accounts is a primary objective of post-judgment discovery. The post-judgment interrogatories and document requests described above will specifically require disclosure of all bank and financial accounts, along with production of bank statements for the preceding 24 months.
In addition to bank accounts, if Ridgeline has outstanding accounts receivable from former customers — for freight services rendered prior to the cessation of operations on December 8, 2023 — those receivables may also be subject to garnishment. It is possible that certain customers still owe Ridgeline for services performed in November or early December 2023. Post-judgment discovery will seek to identify any such outstanding receivables.
3. Other Business Interests of Brashear. Post-judgment interrogatories will specifically inquire whether Brashear holds ownership interests in any business entities other than Ridgeline, including membership interests in LLCs, limited partnership interests, general partnership interests, stock in closely held corporations, or beneficial interests in trusts. Given Brashear's background in the transportation industry and his history of entrepreneurship, it is possible that he holds interests in other operating or holding companies.
If Brashear holds membership interests in other LLCs or partnership interests in other entities, those interests may be subject to a charging order under Oklahoma law. A charging order does not transfer the membership or partnership interest itself to the judgment creditor; rather, it directs the entity to pay any distributions that would otherwise be made to the judgment debtor directly to the judgment creditor until the judgment is satisfied. See 18 O.S. § 2034 (Oklahoma LLC Act, charging orders). While a charging order does not permit SLG to force distributions or to exercise management rights, it can be an effective tool if the relevant entities are generating cash flow.
4. Vehicles and Personal Property. Brashear's personally owned vehicles and other non-exempt personal property are subject to seizure under a writ of execution, subject to Oklahoma's personal property exemptions. Under 31 O.S. § 1, Oklahoma exempts from execution certain categories of personal property, including (among other items) wearing apparel, furniture and household goods, books and portraits, food provisions, implements of husbandry, tools and apparatus of a trade or profession, and certain animals. The statutory exemptions are relatively modest in dollar value and would not protect high-value assets such as luxury vehicles, recreational vehicles, or valuable personal property.
Post-judgment discovery will seek to identify all vehicles titled in Brashear's name (including any personal automobiles, trucks, recreational vehicles, watercraft, or other titled property), as well as any other tangible personal property of significant value that may be subject to execution.
IV. Personal Guaranty Analysis
A critical foundation of the collection strategy is the personal guaranty executed by Gerald Brashear under Section 14.5 of the DFSA. The guaranty provides SLG with direct recourse against Brashear's personal assets, independent of and in addition to any recovery from Ridgeline's assets.
The key characteristics of the guaranty are as follows:
• Guaranty scope: Brashear unconditionally guaranteed Ridgeline's obligations arising under Section 14 of the DFSA, which encompasses the liquidated damages provision (§ 14.3), the re-procurement damages provision (§ 14.4), the attorney's fees provision (§ 14.6), and related remedial provisions.
• Guaranty cap: The guaranty is capped at $3,000,000. The total judgment of $2,545,188.60 is well within this cap, with approximately $454,811.40 of headroom. As post-judgment interest continues to accrue at $348.63 per day, the total obligation will eventually approach but is unlikely to reach the cap within the foreseeable enforcement timeline.
• Unconditional nature: The guaranty is absolute and unconditional. It expressly provides that SLG is not required to exhaust remedies against Ridgeline, pursue any collateral, or take any other action against the primary obligor before proceeding directly against Brashear. This waiver of the requirement to exhaust remedies is particularly important given that Ridgeline appears to be judgment-proof.
• Default judgment against Brashear individually: Brashear was named as a co-defendant in the underlying action, was properly served with process individually, and failed to appear. The default judgment was entered against him individually, jointly and severally with Ridgeline. There is therefore no need for SLG to bring a separate enforcement action on the guaranty — the judgment is directly enforceable against Brashear's personal assets.
• Bankruptcy risk: We have no indication that Brashear has filed for personal bankruptcy under any chapter of the Bankruptcy Code. If he files for bankruptcy, the automatic stay under 11 U.S.C. § 362 will immediately halt all collection efforts against him, and SLG would need to file a proof of claim in the bankruptcy proceeding to preserve its rights. The SLG judgment debt is a general unsecured claim arising from a contract obligation. It is likely not subject to any exception from discharge under 11 U.S.C. § 523 (which generally applies to debts arising from fraud, willful injury, certain tax obligations, and other specific categories), meaning that Brashear could potentially obtain a discharge of the debt through a successful Chapter 7 or Chapter 13 proceeding. This risk significantly reinforces the need for prompt and aggressive execution to secure liens, garnish accounts, and maximize recovery before any potential bankruptcy filing.
The personal guaranty transforms this collection matter from one that might otherwise involve chasing an empty corporate shell into one where a specific individual's personal assets are directly at stake. Brashear is the primary enforcement target, and all collection efforts should be oriented toward identifying and reaching his personal assets.
V. Notification Requirements — Patriot National Bank
Stonefield's senior secured credit facility is with Patriot National Bank, and SLG's obligations under the credit agreement include certain notification and reporting requirements that may be implicated by the judgment and any subsequent collection recoveries.
Lender Information: Patriot National Bank William Sorrento, Senior Vice President, Commercial Lending 1700 Pacific Avenue, Suite 2000 Dallas, Texas 75201
SLG's credit agreement with Patriot National Bank is understood to contain provisions requiring notification of material litigation developments. In addition, and importantly, the credit agreement may contain "extraordinary receipts" or "asset disposition" sweep provisions that could require SLG to apply litigation recoveries above certain threshold amounts to reduce outstanding borrowings under the credit facility or to deposit such recoveries into a controlled or restricted account.
Recommendation: We recommend that Diane Ostrowski review the specific terms of the credit agreement — in particular, the covenants, reporting requirements, and mandatory prepayment or sweep provisions — to determine the following:
• Whether and when SLG is required to notify Patriot National Bank of the entry of the default judgment and any subsequent collection recoveries;
• Whether litigation recoveries must be applied as mandatory prepayments to reduce outstanding borrowings, or deposited into a controlled or restricted account maintained by Patriot National Bank;
• The threshold amounts, timing requirements, and any exceptions or carve-outs applicable to such notifications and payments (e.g., whether there is a de minimis threshold below which reporting is not required, or whether legal fees and costs incurred in collection are deductible from gross recovery before any sweep applies); and
• Whether SLG's pursuit of the collection strategy outlined in this memorandum, including the retention of Capstone Forensic Accounting and the expenditure of legal fees, requires prior approval or notification to the lender.
As a general matter, legal fees and costs incurred in connection with the collection of a judgment are typically deductible from the gross recovery before any lender sweep applies, but this must be confirmed against the specific language of the credit agreement. If the credit agreement does not expressly address this point, we should consider requesting a clarification or accommodation from Patriot National Bank before significant collection expenses are incurred.
SLG should notify Patriot National Bank of the judgment entry promptly, if it has not already done so. We recommend that Diane Ostrowski send a brief written notice to William Sorrento at Patriot National Bank, advising of the entry of the default judgment, the amount, and SLG's intention to pursue collection. This notice should be straightforward and factual, and need not disclose the details of the collection strategy.
VI. Crestpoint Industrial Partners — Reporting Considerations
Stonefield Logistics Group Inc. is a portfolio company of Crestpoint Industrial Partners Fund III, LP, a private equity fund managed by Crestpoint Industrial Capital LLC. Crestpoint acquired SLG in 2019 for approximately $310 million.
Sponsor Information: Crestpoint Industrial Partners Fund III, LP General Partner: Crestpoint Industrial Capital LLC Rebecca Fontaine, Partner, Portfolio Oversight 600 Lexington Avenue, 28th Floor New York, New York 10022
Collection outcomes in this matter — including the total amount recovered, the timeline for recovery, and the costs incurred — may need to be reported to Crestpoint Industrial Partners as part of SLG's regular portfolio company reporting obligations. The judgment represents a meaningful receivable for SLG, and any significant recovery (or, alternatively, a determination that recovery is unlikely) would be a reportable event under most private equity reporting frameworks.
We recommend that Diane Ostrowski coordinate with Rebecca Fontaine regarding the appropriate frequency and format of status updates on the collection effort. Typical practice for a matter of this magnitude would include quarterly written updates and ad hoc updates upon significant developments (e.g., domestication of the judgment, identification of substantial assets, execution on specific assets, or receipt of settlement overtures from Brashear).
No legal obligation flows to Calderwood & Harkness directly from Crestpoint Industrial Partners or its affiliates, and we do not represent Crestpoint in this or any other matter. However, Priya Anand should be prepared to participate in any update calls or meetings between SLG management and Crestpoint representatives, as may be requested by Diane Ostrowski from time to time. Any communications with Crestpoint personnel regarding legal strategy should be coordinated through Diane Ostrowski to preserve the attorney-client privilege.
VII. Potential Risks and Contingencies
No collection effort is without risk. The following sections identify the principal risks and contingencies that may affect the outcome of SLG's collection efforts, together with our assessment of each.
A. Brashear Bankruptcy Filing
The most significant risk to SLG's collection efforts is the possibility that Gerald Brashear files for personal bankruptcy. If Brashear files a voluntary petition under Chapter 7 (liquidation) or Chapter 13 (adjustment of debts of an individual with regular income) of the Bankruptcy Code, the automatic stay under 11 U.S.C. § 362 will immediately halt all collection efforts against him, including pending writs of execution, garnishments, and discovery.
Prompt execution is essential to secure liens and maximize recovery before any potential filing. Specifically:
• Filing abstracts of judgment before a bankruptcy petition is filed will ensure that SLG holds a judicial lien on Brashear's real property, which may be enforceable (subject to the debtor's exemption rights and the trustee's avoidance powers) in the bankruptcy proceeding.
• Garnishing bank accounts before a bankruptcy petition is filed will convert SLG's unsecured claim into collected funds, which are not subject to turnover to the bankruptcy estate.
• Obtaining a writ of execution and levying on non-exempt property before a filing will similarly improve SLG's position.
If Brashear does file for bankruptcy, SLG must file a proof of claim in the bankruptcy proceeding within the applicable claims bar date (typically 70 days after the order for relief in a Chapter 7 case). SLG should also evaluate whether to file a motion for relief from the automatic stay under 11 U.S.C. § 362(d), which may be granted for "cause" (such as lack of adequate protection of SLG's interest in specific property) or if the debtor has no equity in the property and the property is not necessary for an effective reorganization.
As noted above, SLG's claim is a general unsecured debt arising from a contract obligation. It is likely not excepted from discharge under any provision of 11 U.S.C. § 523, absent facts suggesting fraud, material misrepresentation, or willful and malicious injury. This underscores the urgency of pursuing collection aggressively and without delay.
B. Challenge to Default Judgment
Brashear could attempt to challenge the default judgment through several procedural vehicles, although his prospects of success appear poor:
• Motion for new trial under Tex. R. Civ. P. 329: A motion for new trial must be filed within 30 days after the judgment is signed. The judgment was signed on May 3, 2024, making the deadline for filing a motion for new trial June 2, 2024. As of the date of this memorandum, no such motion has been filed, and the deadline is imminent. If Brashear does not file by June 2, 2024, this avenue will be foreclosed.
• Bill of review: Under Texas law, a party may seek to set aside a final judgment by filing a bill of review within four years. However, the bill of review is an equitable remedy that requires the petitioner to demonstrate: (1) a meritorious defense to the underlying cause of action; (2) that the petitioner was prevented from presenting that defense by the fraud, accident, or wrongful act of the opposing party or by official mistake; and (3) that the petitioner was not negligent. Given that Brashear was personally served at his residence and simply failed to respond or appear — without any allegation of fraud, accident, or official mistake — a bill of review is highly unlikely to succeed. Courts routinely deny bills of review where the petitioner's failure to appear was the result of the petitioner's own neglect or indifference.
• Challenge to domesticated judgment in Oklahoma: Upon domestication of the Texas judgment in Oklahoma under the UEFJA, Brashear may file a motion to vacate within 30 days of receiving notice. The grounds for vacating a domesticated foreign judgment under the UEFJA are limited to defenses that would be available in a direct action on the judgment, including lack of personal jurisdiction, failure of due process, satisfaction, or discharge. Brashear was personally served, consented to the Dallas County forum through the forum-selection clause in DFSA § 18.2, and has no apparent basis for contesting jurisdiction or due process. Any challenge to the domesticated judgment would be meritless.
While these risks are low, we will monitor for any filings by Brashear or any attorney appearing on his behalf.
C. Insufficient Assets / Judgment-Proof Status
There is a realistic possibility that the total recoverable assets of both Ridgeline and Brashear are substantially less than the full judgment amount of $2,545,188.60. Ridgeline appears to be an insolvent, non-operating entity with unknown remaining assets. Brashear's personal net worth is presently unknown, and a significant portion of his assets (most notably, his homestead) may be exempt from execution under Oklahoma law.
Based on our preliminary assessment — acknowledging the significant uncertainty involved — recovery of 20% to 40% of the judgment amount (i.e., approximately $509,000 to $1,018,000) may represent a realistic best-case scenario. This estimate is highly preliminary and will be revised as post-judgment discovery and asset tracing yield additional information. It is possible that recovery could be higher if Brashear possesses non-exempt assets that are not currently apparent, or lower if his financial condition is worse than anticipated.
SLG should set recovery expectations accordingly and should view collection as a process that will unfold over several months, with the potential for partial recoveries at various stages. The cost of collection should be weighed against the expected recovery at each stage, and the strategy should be adjusted as new information becomes available.
D. Voidable Transfers
If asset tracing by Capstone Forensic Accounting reveals that Ridgeline or Brashear transferred assets for less than reasonably equivalent value while insolvent, or with the actual intent to hinder, delay, or defraud creditors, SLG may have viable claims under the applicable voidable transfer statutes:
• Texas Uniform Voidable Transactions Act (Tex. Bus. & Com. Code § 24.001 *et seq.*): Applicable to transfers by Ridgeline of Texas-situated assets or transfers that are otherwise governed by Texas law.
• Oklahoma Uniform Fraudulent Transfer Act (24 O.S. § 112 *et seq.*): Applicable to transfers by Ridgeline or Brashear of Oklahoma-situated assets.
A voidable transfer claim would seek to recover the transferred assets (or their value) from the transferee and return them to the collection pool. This would require a separate proceeding — either a standalone lawsuit against the transferee or a supplemental proceeding in the existing collection matter, depending on the jurisdiction and procedural rules.
Pursuing voidable transfer claims would involve additional costs, including the costs of the separate proceeding, potential expert testimony, and additional discovery. However, if the asset tracing reveals significant transfers — for example, if Brashear transferred real property, vehicles, or cash to family members or associates before or after Ridgeline ceased operations — the potential recovery could be meaningful and could materially expand the pool of assets available to satisfy the judgment.
We will assess the viability of voidable transfer claims once Capstone's preliminary findings are available, which we anticipate in mid-to-late summer 2024.
VIII. Budget and Timeline Estimate
A. Estimated Costs for Collection Phase
The following table provides our estimate of the co

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