1012-00006 · Stonefield Logistics Group · Pleadings

affidavit-anand-attorneys-fees.docx DOCUMENT Litigation

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IN THE 134TH JUDICIAL DISTRICT COURT

OF DALLAS COUNTY, TEXAS

AFFIDAVIT OF PRIYA ANAND IN SUPPORT OF PLAINTIFF'S REQUEST FOR ATTORNEYS' FEES

THE STATE OF TEXAS

COUNTY OF DALLAS

BEFORE ME, the undersigned notary public, on this _ day of April, 2024, personally appeared Priya Anand, who, being duly sworn, deposes and states as follows:

I. IDENTITY AND BASIS OF KNOWLEDGE

1. My name is Priya Anand. I am over eighteen (18) years of age, of sound mind, and otherwise competent to make this affidavit. The facts stated herein are within my personal knowledge and are true and correct.

2. I am a partner at the law firm of Calderwood & Harkness LLP, with offices located at 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201. I serve as the Responsible Partner on this matter, which is designated within our firm as C&H Matter No. 1012-00006.

3. I am counsel of record for Plaintiff Stonefield Logistics Group Inc. ("Stonefield" or "Plaintiff") in the above-captioned action. I submit this affidavit in support of Plaintiff's request for an award of reasonable and necessary attorneys' fees and court costs in connection with the Motion for Default Judgment filed contemporaneously herewith.

4. I have personal knowledge of the legal services rendered, the time expended, the billing rates charged, and the costs incurred by Calderwood & Harkness LLP in the prosecution of this action. I am familiar with the billing records maintained by our firm in the ordinary course of business, and I have personally reviewed and verified those records in preparation of this affidavit.

II. PROFESSIONAL QUALIFICATIONS OF AFFIANT

5. I have been licensed to practice law in the State of Texas since 2006, having been admitted to the State Bar of Texas in that year. I am also admitted to practice in the State of New York. I am a member in good standing of the bar of each state in which I am admitted.

6. I am a partner in the Litigation practice group at Calderwood & Harkness LLP, a national law firm with offices in Dallas, Houston, New York, Chicago, and Washington, D.C. I have approximately eighteen (18) years of experience in commercial litigation, with a specific emphasis on breach-of-contract disputes, transportation and logistics industry disputes, and judgment enforcement.

7. Over the course of my career, I have served as lead trial counsel in numerous breach-of-contract actions in both Texas state courts and the United States District Courts for the Northern and Eastern Districts of Texas. I have extensive experience litigating disputes involving complex contractual damages provisions, including liquidated damages clauses, and I have handled matters involving the enforcement of personal guaranties.

8. I am familiar with the prevailing market rates for legal services in the Dallas, Texas legal market for attorneys of similar experience, skill, and reputation. By reason of my experience, training, and regular practice in this market, I am qualified to offer an opinion on the reasonableness of the attorneys' fees sought in this matter.

III. DESCRIPTION OF THE ENGAGEMENT AND NATURE OF THE CLAIMS

9. Calderwood & Harkness LLP was engaged by Stonefield Logistics Group Inc. on January 29, 2024, to pursue breach-of-contract claims against Ridgeline Freight Carriers LLC ("Ridgeline") and Gerald Brashear ("Brashear") arising from Ridgeline's material breach of the Dedicated Freight Services Agreement dated April 15, 2022 (the "DFSA").

10. Under the DFSA, Ridgeline was obligated to provide Stonefield with a minimum of twelve (12) dedicated Class 8 tractor-trailers to service Stonefield's regional distribution network in the south-central United States. Beginning in or about September 2023, Ridgeline's fleet availability fell below the contractually required minimum and continued to deteriorate. On or about December 8, 2023, Ridgeline ceased all operations under the DFSA without contractual justification or adequate notice, leaving Stonefield without the dedicated freight capacity upon which it depended.

11. Prior to engaging Calderwood & Harkness, Stonefield had taken appropriate steps to address Ridgeline's noncompliance, including the issuance of a formal cure notice dated October 18, 2023 and a demand letter dated December 22, 2023. Ridgeline failed to cure its breach or respond in any meaningful way to these communications.

12. In this action, Stonefield seeks recovery of the following damages:

(a) Liquidated damages of $1,381,250.00 under Section 14.3 of the DFSA, representing twenty-five percent (25%) of the remaining minimum revenue commitment of $5,525,000.00 for the seventeen (17) unexpired months of the DFSA term;

(b) Re-procurement damages of $1,056,250.00 under Section 14.4 of the DFSA, representing the incremental costs incurred by Stonefield in securing replacement freight services during the period from November 18, 2023 through January 15, 2024; and

(c) Pre-judgment interest of $87,791.10, calculated at the rate of 5.00% per annum over 263 days under Texas Finance Code § 304.003;

for total damages of $2,525,291.10, plus attorneys' fees and court costs.

13. Defendant Gerald Brashear is individually liable for the foregoing amounts as guarantor under Section 14.5 of the DFSA, which contains a personal guaranty provision capping Brashear's individual liability at $3,000,000.00. The total amount sought in this action falls well within the scope of that guaranty.

14. Attorneys' fees are recoverable in this action pursuant to two independent bases:

(a) Section 14.6 of the DFSA, which is a contractual fee-shifting provision that entitles the prevailing party in any litigation arising under the DFSA to recover its reasonable attorneys' fees and costs of suit from the non-prevailing party; and

(b) Texas Civil Practice & Remedies Code § 38.001, which provides for the recovery of reasonable attorneys' fees from an individual or corporation in a breach-of-contract action, provided the statutory prerequisites of presentment and demand are satisfied. Those prerequisites have been met in this case through the pre-suit demand letter dated February 5, 2024, which was transmitted to both Ridgeline and Brashear and afforded them more than thirty (30) days to respond before the filing of the Original Petition.

IV. IDENTIFICATION OF THE ENGAGEMENT TEAM AND BILLING RATES

15. The following attorneys at Calderwood & Harkness LLP have performed legal services on behalf of Stonefield in connection with this matter:

(a) Priya Anand — Responsible Partner, Litigation (General). My standard hourly billing rate for 2024 is $895.00 per hour. In my capacity as Responsible Partner, I have been responsible for overall case strategy and supervision of all work product, communications with the client, drafting and review of key pleadings and filings, and court appearances.

(b) Douglas Carmichael — Billing Partner, Litigation (General). Mr. Carmichael's standard hourly billing rate for 2024 is $875.00 per hour. Mr. Carmichael is a senior partner in the Litigation practice group with over twenty-two (22) years of experience in complex commercial litigation. He provided strategic oversight on select issues in this matter, including analysis of the enforceability of the liquidated damages clause under the DFSA and development of a judgment enforcement strategy.

(c) Jeffrey Park — Lead Associate, Litigation (General). Mr. Park's standard hourly billing rate for 2024 is $545.00 per hour. Mr. Park is a fifth-year associate in the Litigation practice group with substantial experience in commercial breach-of-contract litigation. He served as the primary drafter of the Original Petition, the Motion for Default Judgment and Supporting Brief, and the proposed form of Default Judgment. He also conducted research on default judgment procedures, coordinated service of process, and assisted with post-judgment collection planning.

(d) Yuki Nakamura — Working Associate, Litigation (General). Ms. Nakamura's standard hourly billing rate for 2024 is $425.00 per hour. Ms. Nakamura is a third-year associate in the Litigation practice group. She prepared the internal research memorandum on the enforceability of the liquidated damages clause under Texas law, assisted with document compilation and review, drafted the Certificate of Last Known Address and other procedural filings, performed the pre-judgment interest calculation, and assisted with the preparation of exhibits to the Motion for Default Judgment.

16. The billing rates set forth above are the standard rates charged by Calderwood & Harkness LLP for the respective attorneys and are consistent with and within the range of rates customarily charged by attorneys of comparable experience, skill, and reputation in the Dallas, Texas legal market for commercial litigation of this nature. No premium or enhancement has been applied to these rates for purposes of this engagement, and no contingency or success-based adjustment has been made. The rates reflect the actual rates billed to Stonefield and for which Stonefield is obligated to pay under its engagement agreement with Calderwood & Harkness LLP.

V. NATURE AND COMPLEXITY OF THE WORK PERFORMED

17. This section describes the legal work performed by Calderwood & Harkness LLP in this matter from the commencement of the engagement on January 29, 2024 through the filing of the Motion for Default Judgment on April 15, 2024.

A. Pre-Suit Investigation and Demand

18. Upon engagement, the Calderwood & Harkness team undertook a thorough review and analysis of the relevant transactional documents, including the DFSA, the personal guaranty executed by Brashear under Section 14.5, and all related amendments and addenda. We also reviewed the cure notice dated October 18, 2023 that had been sent by Stonefield's General Counsel, Diane Ostrowski, to Ridgeline, as well as the formal demand letter dated December 22, 2023, and all supporting correspondence between the parties.

19. We investigated the operational status and corporate standing of Ridgeline Freight Carriers LLC, including searches of the Oklahoma Secretary of State's business entity records and the Texas Comptroller of Public Accounts records. These searches confirmed that Ridgeline had been organized as a limited liability company under the laws of the State of Oklahoma and had registered to do business in Texas, but that its Texas registration status had become inactive as of January 2024.

20. I personally conducted multiple communications with the client during this phase, including conferences with Diane Ostrowski, General Counsel of Stonefield, and Marcus Ellington, Chief Executive Officer of Stonefield, to understand the full scope of Ridgeline's breach, the damages incurred, and the history of the parties' relationship under the DFSA.

21. Following completion of the pre-suit investigation, Calderwood & Harkness prepared and transmitted a pre-suit demand letter dated February 5, 2024, addressed to both Ridgeline Freight Carriers LLC and Gerald Brashear individually. The demand letter set forth the factual basis for Stonefield's claims, the specific amounts demanded, and provided notice that suit would be filed if payment was not received within the time period specified. This demand letter also served to satisfy the presentment requirement under Texas Civil Practice & Remedies Code § 38.001. Neither Ridgeline nor Brashear responded to the demand letter.

B. Pleading Preparation and Filing

22. Calderwood & Harkness drafted the Original Petition in this action, which was filed on February 12, 2024 in the 134th Judicial District Court of Dallas County, Texas. The Original Petition set forth Stonefield's causes of action for breach of contract against Ridgeline and breach of guaranty against Brashear, together with claims for liquidated damages, re-procurement damages, pre-judgment interest, attorneys' fees, and court costs.

23. In preparing the Original Petition, the team conducted a careful analysis to identify the proper defendants and to establish the jurisdictional basis for this Court's authority over the claims and the parties. Jurisdiction and venue in Dallas County are proper under the forum-selection clause contained in Section 18.2 of the DFSA, which provides that any litigation arising under or in connection with the DFSA shall be brought exclusively in the state or federal courts located in Dallas County, Texas. We also analyzed the applicability of the Texas long-arm statute, Texas Civil Practice & Remedies Code § 17.042, with respect to both Ridgeline (an Oklahoma LLC) and Brashear (an Oklahoma resident), and confirmed that jurisdiction was proper based on the defendants' contacts with Texas in connection with the DFSA.

C. Service of Process

24. The coordination of service of process on the defendants required significant attention given that both defendants are domiciled in the State of Oklahoma.

25. Personal service was effected on Gerald Brashear at his residence located at 2314 Quail Creek Drive, Edmond, Oklahoma 73034. Service was completed on February 22, 2024 through a private process server authorized to serve process in the State of Oklahoma. The return of service was filed with the Court and reflects proper personal service in compliance with Texas Rule of Civil Procedure 106(a) and applicable Oklahoma law.

26. Service on Ridgeline Freight Carriers LLC proved more difficult. Calderwood & Harkness initially attempted to serve Ridgeline through its registered agent in Texas, Lone Star Registered Agents LLC. However, Lone Star Registered Agents was non-responsive and did not accept service on Ridgeline's behalf. After documenting the unsuccessful attempts at service through the registered agent, Calderwood & Harkness arranged for substitute service on Ridgeline through the Texas Secretary of State in accordance with Texas Business Organizations Code § 5.251 and Texas Civil Practice & Remedies Code § 17.044. Service on Ridgeline through the Secretary of State was completed on February 26, 2024. The Secretary of State forwarded a copy of the citation and petition to Ridgeline's last known address by certified mail. The return of service and related documentation were filed with the Court.

27. Calderwood & Harkness prepared all necessary returns of service, certificates of service, and related filings to document proper completion of service on both defendants.

D. Legal Research

28. In connection with this matter, Ms. Nakamura, under my supervision, prepared a detailed internal research memorandum analyzing the enforceability of the liquidated damages clause contained in Section 14.3 of the DFSA. The memorandum addressed the two-part test applied by Texas courts for enforceability of liquidated damages provisions — specifically, (i) whether the harm caused by the breach is incapable or difficult of estimation, and (ii) whether the amount of liquidated damages is a reasonable forecast of just compensation. See Phillips v. Phillips, 820 S.W.2d 785, 788 (Tex. 1991); Stewart v. Basey, 245 S.W.2d 484, 486 (Tex. 1952). The memorandum concluded that the liquidated damages provision in the DFSA is enforceable under Texas law, given the difficulty of estimating lost profits from Ridgeline's mid-term abandonment of a dedicated fleet commitment and the reasonable proportionality of the twenty-five percent (25%) figure to the anticipated harm.

29. Mr. Park also conducted research on default judgment procedures and the evidentiary requirements applicable to default judgments under the Texas Rules of Civil Procedure, including the requirements for proving unliquidated damages by competent evidence when a defendant has failed to appear.

E. Default and Default Judgment Proceedings

30. Following completion of service, Calderwood & Harkness monitored the answer deadlines for each defendant. Brashear's answer was due on or before March 18, 2024 (the first Monday following twenty days after service). Ridgeline's answer was due on or before March 27, 2024 (the first Monday following twenty days after service through the Secretary of State, calculated from the date of forwarding). Neither defendant filed a responsive pleading or otherwise appeared in this action.

31. After the expiration of the applicable answer deadlines, Calderwood & Harkness confirmed through review of the Court's electronic filing records and the Dallas County District Clerk's records that no answer, motion, or other responsive pleading had been filed by either Ridgeline or Brashear.

32. On April 2, 2024, Calderwood & Harkness prepared and filed the Certificate of Last Known Address for each defendant and the Request for Entry of Default, in compliance with Texas Rule of Civil Procedure 239. The Clerk of Court subsequently entered the interlocutory default against both defendants.

33. On April 15, 2024, Calderwood & Harkness prepared and filed the Motion for Default Judgment with Supporting Brief, together with the supporting evidentiary materials, including: (a) the Affidavit of Marcus Ellington, Chief Executive Officer of Stonefield, attesting to the facts of the breach, the damages sustained, and the authenticity of the relevant documents; (b) this Affidavit of Priya Anand in support of attorneys' fees; (c) authenticated copies of the DFSA, cure notice, demand letters, and damages documentation; and (d) a proposed form of Default Judgment for the Court's consideration.

F. Damages Quantification Support

34. Calderwood & Harkness devoted substantial effort to the quantification and verification of the damages claimed in this action. This work included coordination with Samuel Trujillo, Vice President of Operations at Stonefield, to compile and verify the re-procurement cost documentation supporting Stonefield's claim for re-procurement damages of $1,056,250.00 incurred during the period from November 18, 2023 through January 15, 2024. This amount represents the incremental cost above the DFSA contract rate that Stonefield was required to pay to replacement carriers to maintain its freight operations during the initial re-procurement period.

35. The team also verified the liquidated damages calculation of $1,381,250.00. This figure represents twenty-five percent (25%) of the remaining minimum revenue commitment under the DFSA for the seventeen (17) unexpired months of the contract term, calculated as follows: $325,000.00 monthly minimum revenue commitment × 17 months = $5,525,000.00 × 25% = $1,381,250.00.

36. In addition, the team calculated the pre-judgment interest owed under Texas Finance Code § 304.003 at the applicable rate of 5.00% per annum. Pre-judgment interest was calculated on the total damages amount of $2,437,500.00 over a period of 263 days (from the accrual date through the anticipated date of judgment), yielding pre-judgment interest of $87,791.10.

G. Note on Complexity

37. While this case has proceeded by default, the legal work required was not pro forma. The matter required careful attention to several issues of meaningful complexity, including:

(a) Proper jurisdictional analysis for two out-of-state defendants, including application of the DFSA's contractual forum-selection clause and the Texas long-arm statute;

(b) Compliance with Texas service-of-process requirements for an out-of-state individual defendant and an Oklahoma limited liability company, including the mechanics of substitute service through the Texas Secretary of State when Ridgeline's registered agent was non-responsive;

(c) Detailed damages quantification involving both contractual liquidated damages under one provision of the DFSA and actual consequential damages under a separate and distinct provision, requiring careful analysis to confirm that the two categories of damages are non-overlapping and separately recoverable;

(d) Analysis of the enforceability of the liquidated damages clause under the governing Texas two-part test; and

(e) Preparation of evidentiary support sufficient to satisfy the Court's requirements for an unliquidated damages default judgment, including affidavit testimony, authenticated documentary evidence, and a supporting legal brief.

VI. HOURS EXPENDED AND FEE CALCULATION

38. I have personally reviewed the time records maintained by Calderwood & Harkness LLP in connection with this matter for the period from January 29, 2024 through April 15, 2024. Based on my review, the following is a summary of the hours expended by each timekeeper and the corresponding fees:

39. The following is a summary of the nature of the work performed by each timekeeper:

(a) Priya Anand (6.5 hours): Case strategy development and supervision of all aspects of the engagement; conferences with client representatives Diane Ostrowski and Marcus Ellington; review and revision of the Original Petition and all other pleadings and filings; review and approval of the Motion for Default Judgment and Supporting Brief; preparation of this affidavit in support of attorneys' fees; preparation for the default judgment hearing.

(b) Douglas Carmichael (1.5 hours): Strategic consultation with Ms. Anand on the enforceability of the liquidated damages clause under Texas law and overall case approach; review of the internal research memorandum prepared by Ms. Nakamura; consultation on judgment enforcement strategy in light of Ridgeline's apparent cessation of operations and Brashear's individual guaranty exposure.

(c) Jeffrey Park (12.0 hours): Drafting of the Original Petition; drafting of the Motion for Default Judgment and Supporting Brief; preparation of the Certificate of Last Known Address for each defendant; coordination of service of process on both defendants, including arranging personal service on Brashear in Oklahoma and substitute service on Ridgeline through the Texas Secretary of State; review and verification of damages calculations; research on default judgment procedures and evidentiary requirements; preparation of the proposed form of Default Judgment.

(d) Yuki Nakamura (11.6 hours): Preparation of the internal legal research memorandum on enforceability of liquidated damages under the two-part Texas test; compilation, organization, and review of relevant documents, including the DFSA, guaranty, cure notice, demand letters, and damages documentation; drafting of the Certificate of Last Known Address and other procedural filings; calculation and verification of pre-judgment interest; preparation of exhibits to the Motion for Default Judgment and supporting affidavits; assistance with the pre-suit demand letter.

40. In my professional judgment, the hours expended by each timekeeper were reasonable and necessary for the proper prosecution of this action. The work was performed efficiently, with appropriate delegation of tasks to attorneys at lower billing rates where possible. No unnecessary or duplicative work was performed. The total of 31.6 attorney hours for the prosecution of a commercial breach-of-contract action through default judgment — involving two out-of-state defendants, substitute service, two categories of contractual damages, and a detailed evidentiary submission — is well within the range of hours that would be expected for litigation of this nature.

VII. REASONABLENESS OF FEES UNDER THE ARTHUR ANDERSEN FACTORS

41. Texas courts evaluate the reasonableness of attorneys' fees under the factors set forth in Marlowe Enterprises v. Perry Equipment Corp., 945 S.W.2d 812 (Tex. 1997), which are consistent with the factors identified in the Texas Disciplinary Rules of Professional Conduct, Rule 1.04(b). I have considered each of these factors in forming my opinion that the fees sought in this matter are reasonable and necessary.

(1) Time and labor required, the novelty and difficulty of the questions involved, and the skill required to perform the legal services properly.

42. As described in detail in Section V above, this matter required pre-suit investigation and demand, preparation and filing of the Original Petition, service of process on two out-of-state defendants (one of which required substitute service through the Texas Secretary of State), legal research on the enforceability of the contractual liquidated damages provision, detailed quantification and verification of two separate categories of contractual damages, calculation of pre-judgment interest, and preparation of the Motion for Default Judgment together with supporting evidentiary materials including multiple affidavits and authenticated documentary exhibits. The total of 31.6 attorney hours for this scope of work is reasonable.

(2) The novelty and difficulty of the questions involved.

43. While the underlying breach-of-contract claim is relatively straightforward on its merits — Ridgeline ceased operations and abandoned its obligations under the DFSA — the matter presented several legal issues requiring careful analysis. These included the enforceability of the liquidated damages clause under the two-part Texas test, the propriety of substitute service on an Oklahoma limited liability company through the Texas Secretary of State, and the proper quantification and presentation of two distinct categories of damages (liquidated damages and actual consequential re-procurement damages) under separate provisions of the DFSA, ensuring that the two categories are not duplicative and are each separately supported by competent evidence.

(3) The skill required to perform the legal services properly.

44. The legal services in this matter required familiarity with Texas commercial litigation procedure, transportation industry contracts, the requirements for obtaining a default judgment on unliquidated damages, and the rules governing service of process on out-of-state defendants. Each member of the Calderwood & Harkness team assigned to this matter possesses the requisite skill and experience for the tasks assigned.

(4) The fee customarily charged in the locality for similar legal services.

45. The billing rates of the Calderwood & Harkness engagement team are consistent with the prevailing market rates in Dallas, Texas for attorneys at large regional and national law firms handling commercial breach-of-contract litigation. Based on my familiarity with the Dallas legal market, the rates charged by the attorneys on this matter — ranging from $425.00 per hour for a third-year associate to $895.00 per hour for a senior litigation partner — fall within the range of rates customarily charged by attorneys of comparable experience, skill, and reputation in this market. I am aware of no basis upon which these rates would be considered excessive or unreasonable.

(5) The amount involved and the results obtained.

46. Stonefield seeks entry of a default judgment in the total amount of $2,545,188.60, inclusive of damages, pre-judgment interest, attorneys' fees, and court costs. The attorneys' fees of $18,650.00 represent less than one percent (1%) of the total judgment amount. This ratio is well within the range of fee-to-recovery ratios that Texas courts have found to be reasonable.

(6) The time limitations imposed by the client or by the circumstances.

47. The matter required prompt action. Ridgeline had ceased all operations under the DFSA as of December 8, 2023, and there was a reasonable basis for concern about potential dissipation of assets by Brashear. Stonefield instructed Calderwood & Harkness to pursue the claims expeditiously, and the team moved promptly from engagement to suit filing in approximately two weeks, while still conducting the necessary pre-suit investigation and demand.

(7) The nature and length of the professional relationship with the client.

48. Calderwood & Harkness's engagement by Stonefield on this matter commenced on January 29, 2024. While this is a relatively new engagement, the firm undertook an efficient onboarding process and quickly developed a thorough understanding of Stonefield's business, the DFSA, and the relevant facts. Calderwood & Harkness's familiarity with transportation and logistics industry disputes facilitated an efficient ramp-up on the matter.

(8) The experience, reputation, and ability of the lawyers performing the services.

49. I have approximately eighteen (18) years of experience in commercial litigation and have served as lead trial counsel in numerous breach-of-contract actions. Mr. Carmichael has over twenty-two (22) years of experience. Mr. Park and Ms. Nakamura are experienced associates who have handled similar commercial disputes under the supervision of senior attorneys. Calderwood & Harkness LLP is a well-regarded national law firm with a deep bench of experienced commercial litigators, and the team assigned to this matter was well qualified to perform the work at issue.

50. Conclusion on Reasonableness. Based on my consideration of each of the foregoing factors, it is my professional opinion that the total attorneys' fees of $18,650.00 incurred by Stonefield in connection with the prosecution of this action through default judgment are reasonable and necessary. The fees reflect efficient staffing, appropriate billing rates, and a reasonable number of hours for the scope and complexity of the work performed.

VIII. CONDITIONAL APPELLATE FEES

51. Should any appeal or post-judgment proceedings be filed that require additional legal services by Calderwood & Harkness LLP on behalf of Stonefield, Plaintiff reserves the right to seek supplemental attorneys' fees in connection with such proceedings at the appropriate time. At this juncture, however, Plaintiff seeks only the attorneys' fees incurred through the entry of default judgment, in the amount of $18,650.00.

IX. CONCLUSION AND STATEMENT OF FEE AMOUNT SOUGHT

52. Based on the foregoing, the total attorneys' fees reasonably and necessarily incurred by Stonefield Logistics Group Inc. in prosecuting this action through entry of default judgment is $18,650.00.

53. These fees are recoverable under Section 14.6 of the DFSA, which entitles the prevailing party to recover its reasonable attorneys' fees and costs of suit, and under Texas Civil Practice & Remedies Code § 38.001, which provides for the recovery of reasonable attorneys' fees in a breach-of-contract action.

54. In addition to attorneys' fees, Stonefield has incurred court costs totaling $1,247.50, consisting of the following:

55. I respectfully request that the Court award attorneys' fees of $18,650.00 and court costs of $1,247.50 as part of the default judgment in this matter.

FURTHER AFFIANT SAYETH NOT.

________________________________________

Priya Anand

STATE OF TEXAS

COUNTY OF DALLAS

SUBSCRIBED AND SWORN TO BEFORE ME by Priya Anand on this _ day of April, 2024, to certify which witness my hand and seal of office.

________________________________________

Notary Public, State of Texas

Printed Name: ________

My Commission Expires: ________

[NOTARY SEAL]

ATTORNEY IDENTIFICATION

Priya Anand Texas Bar No. 24051738 Calderwood & Harkness LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: (214) 555-8200 Facsimile: (214) 555-8201

Email: panand@calderwoodharkness.com

COUNSEL FOR PLAINTIFF STONEFIELD LOGISTICS GROUP INC.

STONEFIELD LOGISTICS GROUP INC.,

Plaintiff,

RIDGELINE FREIGHT CARRIERS LLC and GERALD BRASHEAR,

Defendants.

Timekeeper	Role	Rate ($/hr)	Hours	Fees ($)
Priya Anand	Responsible Partner	$895.00	6.5	$5,817.50
Douglas Carmichael	Billing Partner	$875.00	1.5	$1,312.50
Jeffrey Park	Lead Associate	$545.00	12.0	$6,540.00
Yuki Nakamura	Working Associate	$425.00	11.6	$4,930.00
Subtotal	31.6	$18,600.00
Costs of internal reproductions and delivery charges	$50.00
Total Attorneys' Fees	$18,650.00
Item	Amount
Filing fee — Original Petition	$402.00
Service of process — Gerald Brashear (private process server)	$375.00
Service of process — Ridgeline Freight Carriers LLC (Secretary of State)	$155.00
Certified copies of pleadings and filings	$215.50
Miscellaneous clerk charges	$100.00
Total Court Costs	$1,247.50

IN THE 134TH JUDICIAL DISTRICT COURT
OF DALLAS COUNTY, TEXAS
AFFIDAVIT OF PRIYA ANAND IN SUPPORT OF PLAINTIFF'S REQUEST FOR ATTORNEYS' FEES
THE STATE OF TEXAS
COUNTY OF DALLAS
BEFORE ME, the undersigned notary public, on this _ day of April, 2024, personally appeared Priya Anand, who, being duly sworn, deposes and states as follows:
I. IDENTITY AND BASIS OF KNOWLEDGE
1. My name is Priya Anand. I am over eighteen (18) years of age, of sound mind, and otherwise competent to make this affidavit. The facts stated herein are within my personal knowledge and are true and correct.
2. I am a partner at the law firm of Calderwood & Harkness LLP, with offices located at 2200 Ross Avenue, Suite 3600, Dallas, Texas 75201. I serve as the Responsible Partner on this matter, which is designated within our firm as C&H Matter No. 1012-00006.
3. I am counsel of record for Plaintiff Stonefield Logistics Group Inc. ("Stonefield" or "Plaintiff") in the above-captioned action. I submit this affidavit in support of Plaintiff's request for an award of reasonable and necessary attorneys' fees and court costs in connection with the Motion for Default Judgment filed contemporaneously herewith.
4. I have personal knowledge of the legal services rendered, the time expended, the billing rates charged, and the costs incurred by Calderwood & Harkness LLP in the prosecution of this action. I am familiar with the billing records maintained by our firm in the ordinary course of business, and I have personally reviewed and verified those records in preparation of this affidavit.
II. PROFESSIONAL QUALIFICATIONS OF AFFIANT
5. I have been licensed to practice law in the State of Texas since 2006, having been admitted to the State Bar of Texas in that year. I am also admitted to practice in the State of New York. I am a member in good standing of the bar of each state in which I am admitted.
6. I am a partner in the Litigation practice group at Calderwood & Harkness LLP, a national law firm with offices in Dallas, Houston, New York, Chicago, and Washington, D.C. I have approximately eighteen (18) years of experience in commercial litigation, with a specific emphasis on breach-of-contract disputes, transportation and logistics industry disputes, and judgment enforcement.
7. Over the course of my career, I have served as lead trial counsel in numerous breach-of-contract actions in both Texas state courts and the United States District Courts for the Northern and Eastern Districts of Texas. I have extensive experience litigating disputes involving complex contractual damages provisions, including liquidated damages clauses, and I have handled matters involving the enforcement of personal guaranties.
8. I am familiar with the prevailing market rates for legal services in the Dallas, Texas legal market for attorneys of similar experience, skill, and reputation. By reason of my experience, training, and regular practice in this market, I am qualified to offer an opinion on the reasonableness of the attorneys' fees sought in this matter.
III. DESCRIPTION OF THE ENGAGEMENT AND NATURE OF THE CLAIMS
9. Calderwood & Harkness LLP was engaged by Stonefield Logistics Group Inc. on January 29, 2024, to pursue breach-of-contract claims against Ridgeline Freight Carriers LLC ("Ridgeline") and Gerald Brashear ("Brashear") arising from Ridgeline's material breach of the Dedicated Freight Services Agreement dated April 15, 2022 (the "DFSA").
10. Under the DFSA, Ridgeline was obligated to provide Stonefield with a minimum of twelve (12) dedicated Class 8 tractor-trailers to service Stonefield's regional distribution network in the south-central United States. Beginning in or about September 2023, Ridgeline's fleet availability fell below the contractually required minimum and continued to deteriorate. On or about December 8, 2023, Ridgeline ceased all operations under the DFSA without contractual justification or adequate notice, leaving Stonefield without the dedicated freight capacity upon which it depended.
11. Prior to engaging Calderwood & Harkness, Stonefield had taken appropriate steps to address Ridgeline's noncompliance, including the issuance of a formal cure notice dated October 18, 2023 and a demand letter dated December 22, 2023. Ridgeline failed to cure its breach or respond in any meaningful way to these communications.
12. In this action, Stonefield seeks recovery of the following damages:
(a) Liquidated damages of $1,381,250.00 under Section 14.3 of the DFSA, representing twenty-five percent (25%) of the remaining minimum revenue commitment of $5,525,000.00 for the seventeen (17) unexpired months of the DFSA term;
(b) Re-procurement damages of $1,056,250.00 under Section 14.4 of the DFSA, representing the incremental costs incurred by Stonefield in securing replacement freight services during the period from November 18, 2023 through January 15, 2024; and
(c) Pre-judgment interest of $87,791.10, calculated at the rate of 5.00% per annum over 263 days under Texas Finance Code § 304.003;
for total damages of $2,525,291.10, plus attorneys' fees and court costs.
13. Defendant Gerald Brashear is individually liable for the foregoing amounts as guarantor under Section 14.5 of the DFSA, which contains a personal guaranty provision capping Brashear's individual liability at $3,000,000.00. The total amount sought in this action falls well within the scope of that guaranty.
14. Attorneys' fees are recoverable in this action pursuant to two independent bases:
(a) Section 14.6 of the DFSA, which is a contractual fee-shifting provision that entitles the prevailing party in any litigation arising under the DFSA to recover its reasonable attorneys' fees and costs of suit from the non-prevailing party; and
(b) Texas Civil Practice & Remedies Code § 38.001, which provides for the recovery of reasonable attorneys' fees from an individual or corporation in a breach-of-contract action, provided the statutory prerequisites of presentment and demand are satisfied. Those prerequisites have been met in this case through the pre-suit demand letter dated February 5, 2024, which was transmitted to both Ridgeline and Brashear and afforded them more than thirty (30) days to respond before the filing of the Original Petition.
IV. IDENTIFICATION OF THE ENGAGEMENT TEAM AND BILLING RATES
15. The following attorneys at Calderwood & Harkness LLP have performed legal services on behalf of Stonefield in connection with this matter:
(a) Priya Anand — Responsible Partner, Litigation (General). My standard hourly billing rate for 2024 is $895.00 per hour. In my capacity as Responsible Partner, I have been responsible for overall case strategy and supervision of all work product, communications with the client, drafting and review of key pleadings and filings, and court appearances.
(b) Douglas Carmichael — Billing Partner, Litigation (General). Mr. Carmichael's standard hourly billing rate for 2024 is $875.00 per hour. Mr. Carmichael is a senior partner in the Litigation practice group with over twenty-two (22) years of experience in complex commercial litigation. He provided strategic oversight on select issues in this matter, including analysis of the enforceability of the liquidated damages clause under the DFSA and development of a judgment enforcement strategy.
(c) Jeffrey Park — Lead Associate, Litigation (General). Mr. Park's standard hourly billing rate for 2024 is $545.00 per hour. Mr. Park is a fifth-year associate in the Litigation practice group with substantial experience in commercial breach-of-contract litigation. He served as the primary drafter of the Original Petition, the Motion for Default Judgment and Supporting Brief, and the proposed form of Default Judgment. He also conducted research on default judgment procedures, coordinated service of process, and assisted with post-judgment collection planning.
(d) Yuki Nakamura — Working Associate, Litigation (General). Ms. Nakamura's standard hourly billing rate for 2024 is $425.00 per hour. Ms. Nakamura is a third-year associate in the Litigation practice group. She prepared the internal research memorandum on the enforceability of the liquidated damages clause under Texas law, assisted with document compilation and review, drafted the Certificate of Last Known Address and other procedural filings, performed the pre-judgment interest calculation, and assisted with the preparation of exhibits to the Motion for Default Judgment.
16. The billing rates set forth above are the standard rates charged by Calderwood & Harkness LLP for the respective attorneys and are consistent with and within the range of rates customarily charged by attorneys of comparable experience, skill, and reputation in the Dallas, Texas legal market for commercial litigation of this nature. No premium or enhancement has been applied to these rates for purposes of this engagement, and no contingency or success-based adjustment has been made. The rates reflect the actual rates billed to Stonefield and for which Stonefield is obligated to pay under its engagement agreement with Calderwood & Harkness LLP.
V. NATURE AND COMPLEXITY OF THE WORK PERFORMED
17. This section describes the legal work performed by Calderwood & Harkness LLP in this matter from the commencement of the engagement on January 29, 2024 through the filing of the Motion for Default Judgment on April 15, 2024.
A. Pre-Suit Investigation and Demand
18. Upon engagement, the Calderwood & Harkness team undertook a thorough review and analysis of the relevant transactional documents, including the DFSA, the personal guaranty executed by Brashear under Section 14.5, and all related amendments and addenda. We also reviewed the cure notice dated October 18, 2023 that had been sent by Stonefield's General Counsel, Diane Ostrowski, to Ridgeline, as well as the formal demand letter dated December 22, 2023, and all supporting correspondence between the parties.
19. We investigated the operational status and corporate standing of Ridgeline Freight Carriers LLC, including searches of the Oklahoma Secretary of State's business entity records and the Texas Comptroller of Public Accounts records. These searches confirmed that Ridgeline had been organized as a limited liability company under the laws of the State of Oklahoma and had registered to do business in Texas, but that its Texas registration status had become inactive as of January 2024.
20. I personally conducted multiple communications with the client during this phase, including conferences with Diane Ostrowski, General Counsel of Stonefield, and Marcus Ellington, Chief Executive Officer of Stonefield, to understand the full scope of Ridgeline's breach, the damages incurred, and the history of the parties' relationship under the DFSA.
21. Following completion of the pre-suit investigation, Calderwood & Harkness prepared and transmitted a pre-suit demand letter dated February 5, 2024, addressed to both Ridgeline Freight Carriers LLC and Gerald Brashear individually. The demand letter set forth the factual basis for Stonefield's claims, the specific amounts demanded, and provided notice that suit would be filed if payment was not received within the time period specified. This demand letter also served to satisfy the presentment requirement under Texas Civil Practice & Remedies Code § 38.001. Neither Ridgeline nor Brashear responded to the demand letter.
B. Pleading Preparation and Filing
22. Calderwood & Harkness drafted the Original Petition in this action, which was filed on February 12, 2024 in the 134th Judicial District Court of Dallas County, Texas. The Original Petition set forth Stonefield's causes of action for breach of contract against Ridgeline and breach of guaranty against Brashear, together with claims for liquidated damages, re-procurement damages, pre-judgment interest, attorneys' fees, and court costs.
23. In preparing the Original Petition, the team conducted a careful analysis to identify the proper defendants and to establish the jurisdictional basis for this Court's authority over the claims and the parties. Jurisdiction and venue in Dallas County are proper under the forum-selection clause contained in Section 18.2 of the DFSA, which provides that any litigation arising under or in connection with the DFSA shall be brought exclusively in the state or federal courts located in Dallas County, Texas. We also analyzed the applicability of the Texas long-arm statute, Texas Civil Practice & Remedies Code § 17.042, with respect to both Ridgeline (an Oklahoma LLC) and Brashear (an Oklahoma resident), and confirmed that jurisdiction was proper based on the defendants' contacts with Texas in connection with the DFSA.
C. Service of Process
24. The coordination of service of process on the defendants required significant attention given that both defendants are domiciled in the State of Oklahoma.
25. Personal service was effected on Gerald Brashear at his residence located at 2314 Quail Creek Drive, Edmond, Oklahoma 73034. Service was completed on February 22, 2024 through a private process server authorized to serve process in the State of Oklahoma. The return of service was filed with the Court and reflects proper personal service in compliance with Texas Rule of Civil Procedure 106(a) and applicable Oklahoma law.
26. Service on Ridgeline Freight Carriers LLC proved more difficult. Calderwood & Harkness initially attempted to serve Ridgeline through its registered agent in Texas, Lone Star Registered Agents LLC. However, Lone Star Registered Agents was non-responsive and did not accept service on Ridgeline's behalf. After documenting the unsuccessful attempts at service through the registered agent, Calderwood & Harkness arranged for substitute service on Ridgeline through the Texas Secretary of State in accordance with Texas Business Organizations Code § 5.251 and Texas Civil Practice & Remedies Code § 17.044. Service on Ridgeline through the Secretary of State was completed on February 26, 2024. The Secretary of State forwarded a copy of the citation and petition to Ridgeline's last known address by certified mail. The return of service and related documentation were filed with the Court.
27. Calderwood & Harkness prepared all necessary returns of service, certificates of service, and related filings to document proper completion of service on both defendants.
D. Legal Research
28. In connection with this matter, Ms. Nakamura, under my supervision, prepared a detailed internal research memorandum analyzing the enforceability of the liquidated damages clause contained in Section 14.3 of the DFSA. The memorandum addressed the two-part test applied by Texas courts for enforceability of liquidated damages provisions — specifically, (i) whether the harm caused by the breach is incapable or difficult of estimation, and (ii) whether the amount of liquidated damages is a reasonable forecast of just compensation. See Phillips v. Phillips, 820 S.W.2d 785, 788 (Tex. 1991); Stewart v. Basey, 245 S.W.2d 484, 486 (Tex. 1952). The memorandum concluded that the liquidated damages provision in the DFSA is enforceable under Texas law, given the difficulty of estimating lost profits from Ridgeline's mid-term abandonment of a dedicated fleet commitment and the reasonable proportionality of the twenty-five percent (25%) figure to the anticipated harm.
29. Mr. Park also conducted research on default judgment procedures and the evidentiary requirements applicable to default judgments under the Texas Rules of Civil Procedure, including the requirements for proving unliquidated damages by competent evidence when a defendant has failed to appear.
E. Default and Default Judgment Proceedings
30. Following completion of service, Calderwood & Harkness monitored the answer deadlines for each defendant. Brashear's answer was due on or before March 18, 2024 (the first Monday following twenty days after service). Ridgeline's answer was due on or before March 27, 2024 (the first Monday following twenty days after service through the Secretary of State, calculated from the date of forwarding). Neither defendant filed a responsive pleading or otherwise appeared in this action.
31. After the expiration of the applicable answer deadlines, Calderwood & Harkness confirmed through review of the Court's electronic filing records and the Dallas County District Clerk's records that no answer, motion, or other responsive pleading had been filed by either Ridgeline or Brashear.
32. On April 2, 2024, Calderwood & Harkness prepared and filed the Certificate of Last Known Address for each defendant and the Request for Entry of Default, in compliance with Texas Rule of Civil Procedure 239. The Clerk of Court subsequently entered the interlocutory default against both defendants.
33. On April 15, 2024, Calderwood & Harkness prepared and filed the Motion for Default Judgment with Supporting Brief, together with the supporting evidentiary materials, including: (a) the Affidavit of Marcus Ellington, Chief Executive Officer of Stonefield, attesting to the facts of the breach, the damages sustained, and the authenticity of the relevant documents; (b) this Affidavit of Priya Anand in support of attorneys' fees; (c) authenticated copies of the DFSA, cure notice, demand letters, and damages documentation; and (d) a proposed form of Default Judgment for the Court's consideration.
F. Damages Quantification Support
34. Calderwood & Harkness devoted substantial effort to the quantification and verification of the damages claimed in this action. This work included coordination with Samuel Trujillo, Vice President of Operations at Stonefield, to compile and verify the re-procurement cost documentation supporting Stonefield's claim for re-procurement damages of $1,056,250.00 incurred during the period from November 18, 2023 through January 15, 2024. This amount represents the incremental cost above the DFSA contract rate that Stonefield was required to pay to replacement carriers to maintain its freight operations during the initial re-procurement period.
35. The team also verified the liquidated damages calculation of $1,381,250.00. This figure represents twenty-five percent (25%) of the remaining minimum revenue commitment under the DFSA for the seventeen (17) unexpired months of the contract term, calculated as follows: $325,000.00 monthly minimum revenue commitment × 17 months = $5,525,000.00 × 25% = $1,381,250.00.
36. In addition, the team calculated the pre-judgment interest owed under Texas Finance Code § 304.003 at the applicable rate of 5.00% per annum. Pre-judgment interest was calculated on the total damages amount of $2,437,500.00 over a period of 263 days (from the accrual date through the anticipated date of judgment), yielding pre-judgment interest of $87,791.10.
G. Note on Complexity
37. While this case has proceeded by default, the legal work required was not pro forma. The matter required careful attention to several issues of meaningful complexity, including:
(a) Proper jurisdictional analysis for two out-of-state defendants, including application of the DFSA's contractual forum-selection clause and the Texas long-arm statute;
(b) Compliance with Texas service-of-process requirements for an out-of-state individual defendant and an Oklahoma limited liability company, including the mechanics of substitute service through the Texas Secretary of State when Ridgeline's registered agent was non-responsive;
(c) Detailed damages quantification involving both contractual liquidated damages under one provision of the DFSA and actual consequential damages under a separate and distinct provision, requiring careful analysis to confirm that the two categories of damages are non-overlapping and separately recoverable;
(d) Analysis of the enforceability of the liquidated damages clause under the governing Texas two-part test; and
(e) Preparation of evidentiary support sufficient to satisfy the Court's requirements for an unliquidated damages default judgment, including affidavit testimony, authenticated documentary evidence, and a supporting legal brief.
VI. HOURS EXPENDED AND FEE CALCULATION
38. I have personally reviewed the time records maintained by Calderwood & Harkness LLP in connection with this matter for the period from January 29, 2024 through April 15, 2024. Based on my review, the following is a summary of the hours expended by each timekeeper and the corresponding fees:
39. The following is a summary of the nature of the work performed by each timekeeper:
(a) Priya Anand (6.5 hours): Case strategy development and supervision of all aspects of the engagement; conferences with client representatives Diane Ostrowski and Marcus Ellington; review and revision of the Original Petition and all other pleadings and filings; review and approval of the Motion for Default Judgment and Supporting Brief; preparation of this affidavit in support of attorneys' fees; preparation for the default judgment hearing.
(b) Douglas Carmichael (1.5 hours): Strategic consultation with Ms. Anand on the enforceability of the liquidated damages clause under Texas law and overall case approach; review of the internal research memorandum prepared by Ms. Nakamura; consultation on judgment enforcement strategy in light of Ridgeline's apparent cessation of operations and Brashear's individual guaranty exposure.
(c) Jeffrey Park (12.0 hours): Drafting of the Original Petition; drafting of the Motion for Default Judgment and Supporting Brief; preparation of the Certificate of Last Known Address for each defendant; coordination of service of process on both defendants, including arranging personal service on Brashear in Oklahoma and substitute service on Ridgeline through the Texas Secretary of State; review and verification of damages calculations; research on default judgment procedures and evidentiary requirements; preparation of the proposed form of Default Judgment.
(d) Yuki Nakamura (11.6 hours): Preparation of the internal legal research memorandum on enforceability of liquidated damages under the two-part Texas test; compilation, organization, and review of relevant documents, including the DFSA, guaranty, cure notice, demand letters, and damages documentation; drafting of the Certificate of Last Known Address and other procedural filings; calculation and verification of pre-judgment interest; preparation of exhibits to the Motion for Default Judgment and supporting affidavits; assistance with the pre-suit demand letter.
40. In my professional judgment, the hours expended by each timekeeper were reasonable and necessary for the proper prosecution of this action. The work was performed efficiently, with appropriate delegation of tasks to attorneys at lower billing rates where possible. No unnecessary or duplicative work was performed. The total of 31.6 attorney hours for the prosecution of a commercial breach-of-contract action through default judgment — involving two out-of-state defendants, substitute service, two categories of contractual damages, and a detailed evidentiary submission — is well within the range of hours that would be expected for litigation of this nature.
VII. REASONABLENESS OF FEES UNDER THE ARTHUR ANDERSEN FACTORS
41. Texas courts evaluate the reasonableness of attorneys' fees under the factors set forth in Marlowe Enterprises v. Perry Equipment Corp., 945 S.W.2d 812 (Tex. 1997), which are consistent with the factors identified in the Texas Disciplinary Rules of Professional Conduct, Rule 1.04(b). I have considered each of these factors in forming my opinion that the fees sought in this matter are reasonable and necessary.
(1) Time and labor required, the novelty and difficulty of the questions involved, and the skill required to perform the legal services properly.
42. As described in detail in Section V above, this matter required pre-suit investigation and demand, preparation and filing of the Original Petition, service of process on two out-of-state defendants (one of which required substitute service through the Texas Secretary of State), legal research on the enforceability of the contractual liquidated damages provision, detailed quantification and verification of two separate categories of contractual damages, calculation of pre-judgment interest, and preparation of the Motion for Default Judgment together with supporting evidentiary materials including multiple affidavits and authenticated documentary exhibits. The total of 31.6 attorney hours for this scope of work is reasonable.
(2) The novelty and difficulty of the questions involved.
43. While the underlying breach-of-contract claim is relatively straightforward on its merits — Ridgeline ceased operations and abandoned its obligations under the DFSA — the matter presented several legal issues requiring careful analysis. These included the enforceability of the liquidated damages clause under the two-part Texas test, the propriety of substitute service on an Oklahoma limited liability company through the Texas Secretary of State, and the proper quantification and presentation of two distinct categories of damages (liquidated damages and actual consequential re-procurement damages) under separate provisions of the DFSA, ensuring that the two categories are not duplicative and are each separately supported by competent evidence.
(3) The skill required to perform the legal services properly.
44. The legal services in this matter required familiarity with Texas commercial litigation procedure, transportation industry contracts, the requirements for obtaining a default judgment on unliquidated damages, and the rules governing service of process on out-of-state defendants. Each member of the Calderwood & Harkness team assigned to this matter possesses the requisite skill and experience for the tasks assigned.
(4) The fee customarily charged in the locality for similar legal services.
45. The billing rates of the Calderwood & Harkness engagement team are consistent with the prevailing market rates in Dallas, Texas for attorneys at large regional and national law firms handling commercial breach-of-contract litigation. Based on my familiarity with the Dallas legal market, the rates charged by the attorneys on this matter — ranging from $425.00 per hour for a third-year associate to $895.00 per hour for a senior litigation partner — fall within the range of rates customarily charged by attorneys of comparable experience, skill, and reputation in this market. I am aware of no basis upon which these rates would be considered excessive or unreasonable.
(5) The amount involved and the results obtained.
46. Stonefield seeks entry of a default judgment in the total amount of $2,545,188.60, inclusive of damages, pre-judgment interest, attorneys' fees, and court costs. The attorneys' fees of $18,650.00 represent less than one percent (1%) of the total judgment amount. This ratio is well within the range of fee-to-recovery ratios that Texas courts have found to be reasonable.
(6) The time limitations imposed by the client or by the circumstances.
47. The matter required prompt action. Ridgeline had ceased all operations under the DFSA as of December 8, 2023, and there was a reasonable basis for concern about potential dissipation of assets by Brashear. Stonefield instructed Calderwood & Harkness to pursue the claims expeditiously, and the team moved promptly from engagement to suit filing in approximately two weeks, while still conducting the necessary pre-suit investigation and demand.
(7) The nature and length of the professional relationship with the client.
48. Calderwood & Harkness's engagement by Stonefield on this matter commenced on January 29, 2024. While this is a relatively new engagement, the firm undertook an efficient onboarding process and quickly developed a thorough understanding of Stonefield's business, the DFSA, and the relevant facts. Calderwood & Harkness's familiarity with transportation and logistics industry disputes facilitated an efficient ramp-up on the matter.
(8) The experience, reputation, and ability of the lawyers performing the services.
49. I have approximately eighteen (18) years of experience in commercial litigation and have served as lead trial counsel in numerous breach-of-contract actions. Mr. Carmichael has over twenty-two (22) years of experience. Mr. Park and Ms. Nakamura are experienced associates who have handled similar commercial disputes under the supervision of senior attorneys. Calderwood & Harkness LLP is a well-regarded national law firm with a deep bench of experienced commercial litigators, and the team assigned to this matter was well qualified to perform the work at issue.
50. Conclusion on Reasonableness. Based on my consideration of each of the foregoing factors, it is my professional opinion that the total attorneys' fees of $18,650.00 incurred by Stonefield in connection with the prosecution of this action through default judgment are reasonable and necessary. The fees reflect efficient staffing, appropriate billing rates, and a reasonable number of hours for the scope and complexity of the work performed.
VIII. CONDITIONAL APPELLATE FEES
51. Should any appeal or post-judgment proceedings be filed that require additional legal services by Calderwood & Harkness LLP on behalf of Stonefield, Plaintiff reserves the right to seek supplemental attorneys' fees in connection with such proceedings at the appropriate time. At this juncture, however, Plaintiff seeks only the attorneys' fees incurred through the entry of default judgment, in the amount of $18,650.00.
IX. CONCLUSION AND STATEMENT OF FEE AMOUNT SOUGHT
52. Based on the foregoing, the total attorneys' fees reasonably and necessarily incurred by Stonefield Logistics Group Inc. in prosecuting this action through entry of default judgment is $18,650.00.
53. These fees are recoverable under Section 14.6 of the DFSA, which entitles the prevailing party to recover its reasonable attorneys' fees and costs of suit, and under Texas Civil Practice & Remedies Code § 38.001, which provides for the recovery of reasonable attorneys' fees in a breach-of-contract action.
54. In addition to attorneys' fees, Stonefield has incurred court costs totaling $1,247.50, consisting of the following:
55. I respectfully request that the Court award attorneys' fees of $18,650.00 and court costs of $1,247.50 as part of the default judgment in this matter.
FURTHER AFFIANT SAYETH NOT.
________________________________________
Priya Anand
STATE OF TEXAS
COUNTY OF DALLAS
SUBSCRIBED AND SWORN TO BEFORE ME by Priya Anand on this _ day of April, 2024, to certify which witness my hand and seal of office.
________________________________________
Notary Public, State of Texas
Printed Name: ________
My Commission Expires: ________
[NOTARY SEAL]
ATTORNEY IDENTIFICATION
Priya Anand Texas Bar No. 24051738 Calderwood & Harkness LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: (214) 555-8200 Facsimile: (214) 555-8201
Email: panand@calderwoodharkness.com
COUNSEL FOR PLAINTIFF STONEFIELD LOGISTICS GROUP INC.
STONEFIELD LOGISTICS GROUP INC.,
Plaintiff,
v. | Cause No. DC-24-01847
RIDGELINE FREIGHT CARRIERS LLC and GERALD BRASHEAR,
Defendants.
Timekeeper | Role | Rate ($/hr) | Hours | Fees ($)
Priya Anand | Responsible Partner | $895.00 | 6.5 | $5,817.50
Douglas Carmichael | Billing Partner | $875.00 | 1.5 | $1,312.50
Jeffrey Park | Lead Associate | $545.00 | 12.0 | $6,540.00
Yuki Nakamura | Working Associate | $425.00 | 11.6 | $4,930.00
Subtotal | 31.6 | $18,600.00
Costs of internal reproductions and delivery charges | $50.00
Total Attorneys' Fees | $18,650.00
Item | Amount
Filing fee — Original Petition | $402.00
Service of process — Gerald Brashear (private process server) | $375.00
Service of process — Ridgeline Freight Carriers LLC (Secretary of State) | $155.00
Certified copies of pleadings and filings | $215.50
Miscellaneous clerk charges | $100.00
Total Court Costs | $1,247.50

IN THE 134TH JUDICIAL DISTRICT COURT

OF DALLAS COUNTY, TEXAS

AFFIDAVIT OF PRIYA ANAND IN SUPPORT OF PLAINTIFF'S REQUEST FOR ATTORNEYS' FEES

THE STATE OF TEXAS

COUNTY OF DALLAS

I. IDENTITY AND BASIS OF KNOWLEDGE

II. PROFESSIONAL QUALIFICATIONS OF AFFIANT

III. DESCRIPTION OF THE ENGAGEMENT AND NATURE OF THE CLAIMS

IV. IDENTIFICATION OF THE ENGAGEMENT TEAM AND BILLING RATES

V. NATURE AND COMPLEXITY OF THE WORK PERFORMED

VI. HOURS EXPENDED AND FEE CALCULATION

VII. REASONABLENESS OF FEES UNDER THE ARTHUR ANDERSEN FACTORS

VIII. CONDITIONAL APPELLATE FEES

IX. CONCLUSION AND STATEMENT OF FEE AMOUNT SOUGHT

FURTHER AFFIANT SAYETH NOT.

STATE OF TEXAS

COUNTY OF DALLAS

ATTORNEY IDENTIFICATION

COUNSEL FOR PLAINTIFF STONEFIELD LOGISTICS GROUP INC.

STONEFIELD LOGISTICS GROUP INC.,

Record

Parties

Dates

Amounts