1012-00006 · Stonefield Logistics Group · Pleadings

plaintiffs-original-petition.docx DOCUMENT Litigation

10 / 12 ← → ✕

CAUSE NO. DC-24-01847

IN THE 134TH JUDICIAL DISTRICT COURT

OF DALLAS COUNTY, TEXAS

PLAINTIFF'S ORIGINAL PETITION

TO THE HONORABLE JUDGE OF SAID COURT:

Plaintiff Stonefield Logistics Group Inc. ("Stonefield" or "SLG") files this Original Petition against Defendants Ridgeline Freight Carriers LLC ("Ridgeline" or "RFC") and Gerald "Gerry" Brashear ("Brashear"), Individually, and in support thereof would respectfully show the Court as follows:

I. DISCOVERY CONTROL PLAN

1. Plaintiff intends to conduct discovery under Level 3 of Texas Rule of Civil Procedure 190.4 and will request that the Court enter an appropriate discovery control plan at the earliest appropriate time. Plaintiff further requests a scheduling order and discovery control plan conference pursuant to Rule 190.4.

2. Level 3 discovery is appropriate in this action because Plaintiff seeks monetary relief in excess of $1,000,000.00, the claims involve complex contractual provisions including liquidated damages and personal guaranty obligations, and the scope of discovery anticipated — including document production from multiple entities and potential third-party carriers, depositions of key witnesses in both Texas and Oklahoma, and expert testimony regarding re-procurement damages — warrants a tailored discovery plan that exceeds the limitations of Level 1 and Level 2.

II. PARTIES

A. Plaintiff.

3. Plaintiff Stonefield Logistics Group Inc. ("Stonefield" or "SLG") is a Texas corporation duly organized and existing under the laws of the State of Texas, with its principal office located at 4100 Commerce Street, Suite 1200, Dallas, Texas 75226.

4. Stonefield is a transportation and logistics company specializing in third-party logistics ("3PL") services. Stonefield's core service offerings include dedicated fleet management, intermodal drayage, and last-mile delivery solutions for major retail and consumer goods clients. Stonefield operates a managed transportation network spanning 14 states across the Southern and Central United States, coordinating freight movements through a network of approximately 340 carrier partners. Stonefield's Texas operations represent the largest and most critical segment of its national distribution network, serving as the hub for retail distribution lanes connecting major metropolitan distribution centers throughout the state.

5. Marcus Ellington serves as the Chief Executive Officer of Stonefield. Diane Ostrowski serves as the General Counsel of Stonefield.

6. Stonefield may be served through its registered agent, CT Statutory Agent Services, located at 1999 Bryan Street, Suite 900, Dallas, Texas 75201.

B. Defendant Ridgeline Freight Carriers LLC

7. Defendant Ridgeline Freight Carriers LLC ("Ridgeline" or "RFC") is an Oklahoma limited liability company organized under the laws of the State of Oklahoma and registered to do business in the State of Texas as a foreign limited liability company.

8. Ridgeline's principal office is located at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159.

9. Ridgeline is a motor carrier engaged in the business of providing regional truckload and less-than-truckload ("LTL") freight services. Ridgeline holds United States Department of Transportation Number 3281947 and Motor Carrier Number MC-1042886, and operates as an authorized for-hire motor carrier of property in interstate and intrastate commerce.

10. Ridgeline's managing member and sole owner is Gerald "Gerry" Brashear. Upon information and belief, Brashear exercises sole and exclusive control over Ridgeline's management, operations, and financial affairs, and no other individual or entity holds any membership interest in Ridgeline.

11. Ridgeline may be served through its registered agent in Texas, Lone Star Registered Agents LLC, located at 811 Congress Avenue, Suite 400, Austin, Texas 78701, or wherever Ridgeline may be found.

C. Defendant Gerald "Gerry" Brashear

12. Defendant Gerald "Gerry" Brashear ("Brashear") is an individual residing at 2314 Quail Creek Drive, Edmond, Oklahoma 73034. Brashear is sui juris.

13. Brashear is the managing member and sole owner of Ridgeline Freight Carriers LLC. In that capacity, Brashear directed and controlled Ridgeline's operations, including its decision to enter into the contract at issue in this action and its subsequent failure to perform its obligations thereunder.

14. In connection with the execution of the Dedicated Freight Services Agreement described herein, Brashear executed a personal, unconditional guaranty of Ridgeline's obligations under Section 14 of the Agreement, thereby binding himself individually and personally for Ridgeline's payment and performance obligations arising from a material breach.

15. Brashear may be served at his residential address at 2314 Quail Creek Drive, Edmond, Oklahoma 73034, or wherever he may be found.

III. JURISDICTION AND VENUE

A. Subject Matter Jurisdiction

16. This Court has subject matter jurisdiction over this action because the amount in controversy exceeds the minimum jurisdictional limits of this Court. Plaintiff seeks damages in excess of $2,437,500.00, exclusive of interest, attorneys' fees, and costs. The claims at issue arise under the laws of the State of Texas, including the Texas Business and Commerce Code and the common law of contracts, and present justiciable controversies appropriate for adjudication by this Court.

B. Personal Jurisdiction over Ridgeline

17. This Court has personal jurisdiction over Defendant Ridgeline Freight Carriers LLC. Ridgeline is registered to do business in the State of Texas as a foreign limited liability company and maintains a registered agent for service of process in Texas — specifically, Lone Star Registered Agents LLC, located at 811 Congress Avenue, Suite 400, Austin, Texas 78701.

18. In addition, Ridgeline entered into and performed a contract — the Dedicated Freight Services Agreement — that required substantial performance in Texas. Specifically, Ridgeline committed to providing dedicated trucking services for Stonefield's Texas retail distribution routes, operating daily freight lanes between distribution centers located in Dallas, Houston, San Antonio, and Austin, Texas. Ridgeline stationed drivers and equipment in Texas, dispatched loads from Texas facilities, and received substantial compensation for services performed exclusively within the State of Texas for a period of approximately 18 months.

19. Ridgeline's contacts with the State of Texas are continuous and systematic, and arise directly from the transaction and occurrence that is the subject of this lawsuit. Ridgeline's contacts are sufficient to satisfy both the requirements of the Texas long-arm statute, Texas Civil Practice and Remedies Code § 17.042, and the requirements of constitutional due process under the Fourteenth Amendment to the United States Constitution. The exercise of jurisdiction over Ridgeline comports with traditional notions of fair play and substantial justice.

C. Personal Jurisdiction over Brashear

20. This Court has personal jurisdiction over Defendant Gerald "Gerry" Brashear. Brashear purposefully availed himself of the privilege of conducting activities within the State of Texas by personally executing a guaranty of obligations arising from a contract that required substantial performance in Texas. By executing the personal guaranty set forth in Section 14.5 of the Dedicated Freight Services Agreement, Brashear reached into the State of Texas and created continuing obligations and connections with the forum state.

21. Upon information and belief, Brashear also personally participated in the negotiation of the Dedicated Freight Services Agreement, traveled to Dallas, Texas on multiple occasions in connection with the Agreement, and personally directed Ridgeline's Texas operations during the term of the Agreement.

22. Brashear's contacts with the State of Texas satisfy both the Texas long-arm statute, Texas Civil Practice and Remedies Code § 17.042, and constitutional due process requirements. The exercise of personal jurisdiction over Brashear is fair and reasonable given his voluntary assumption of contractual obligations tied to performance in Texas.

D. Venue.

23. Venue is proper in Dallas County, Texas pursuant to the forum selection clause contained in Section 18.2 of the Dedicated Freight Services Agreement. Section 18.2 provides, in pertinent part, that Dallas County, Texas shall be the exclusive forum for the resolution of any and all disputes arising under or relating to the Agreement. Both Ridgeline and Brashear are bound by this mandatory forum selection clause — Ridgeline as a party to the Agreement, and Brashear as guarantor of obligations arising under the Agreement.

24. Venue is additionally proper in Dallas County, Texas under Texas Civil Practice and Remedies Code § 15.002(a)(1), because all or a substantial part of the events or omissions giving rise to Plaintiff's claims occurred in Dallas County, Texas. Stonefield's principal office is located in Dallas County; the Agreement was negotiated and executed in Dallas County; a substantial portion of the dedicated freight services were dispatched from and returned to distribution facilities in Dallas County; and Stonefield suffered the economic impact of Ridgeline's breach in Dallas County, where Stonefield was forced to procure emergency substitute carrier services for its Dallas-based distribution operations.

IV. CONDITIONS PRECEDENT

25. All conditions precedent to Plaintiff's right to recover have been performed, have occurred, or have been waived.

26. Specifically, and without limiting the generality of the foregoing, Stonefield fully complied with the notice and cure provisions of the Dedicated Freight Services Agreement. On October 18, 2023, Stonefield provided Ridgeline and Gerald Brashear with written notice of material breach via certified mail, return receipt requested, and via electronic mail to the notice addresses specified in the Agreement, including Ridgeline's principal office at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159, as required by the Agreement. The notice identified the specific breaches at issue — including Ridgeline's failure to maintain the minimum 12-truck fleet commitment and its progressive reduction of available equipment — and demanded that Ridgeline cure such breaches within the 30-day cure period specified in the Agreement.

27. Ridgeline failed to cure its material breach within the 30-day cure period. The cure period expired on November 17, 2023, without any cure or any substantive response from Ridgeline or Brashear.

28. On December 22, 2023, Stonefield's General Counsel, Diane Ostrowski, sent a formal demand letter to Ridgeline at its principal office address and to Gerald Brashear at his residential address, demanding payment of liquidated damages pursuant to Section 14.3 of the Agreement and re-procurement damages pursuant to Section 14.4 of the Agreement. Neither Ridgeline nor Brashear responded to the demand or tendered any payment.

29. Stonefield has satisfied all contractual prerequisites to the enforcement of its remedies under the Agreement, and no further conditions precedent remain unperformed.

V. FACTUAL BACKGROUND

A. The Dedicated Freight Services Agreement

30. On or about April 15, 2022, Stonefield and Ridgeline entered into that certain Dedicated Freight Services Agreement (the "DFSA" or the "Agreement"), a true and correct copy of which will be attached as an exhibit to Plaintiff's evidence at trial. The DFSA is a comprehensive written contract governing the terms and conditions under which Ridgeline, as "Carrier," would provide dedicated trucking services to Stonefield, as "Shipper."

31. Under the DFSA, Ridgeline committed to providing a minimum of 12 dedicated Class 8 tractor-trailers, each operated by qualified, properly licensed drivers, for Stonefield's Texas retail distribution lanes. These dedicated lanes included daily scheduled routes between Stonefield's distribution centers located in Dallas, Houston, San Antonio, and Austin, Texas. The dedicated fleet commitment was a core term of the Agreement, as Stonefield's retail distribution clients relied upon consistent, dedicated capacity to ensure timely delivery of consumer goods to retail locations throughout the state.

32. The term of the DFSA was 36 months, commencing on April 15, 2022 and expiring on April 14, 2025, unless earlier terminated in accordance with the terms of the Agreement.

33. Section 3.2 of the DFSA established a Minimum Monthly Revenue Commitment of $325,000.00 per month. This commitment represented the minimum monthly freight revenue that Ridgeline was obligated to generate through its dedicated fleet services for Stonefield's Texas distribution lanes. The Minimum Monthly Revenue Commitment established an annual revenue floor of $3,900,000.00 and a total contract value over the full 36-month term of $11,700,000.00. The Minimum Monthly Revenue Commitment was a material inducement for Stonefield to enter into the DFSA and to allocate its Texas distribution lanes exclusively to Ridgeline rather than distributing that freight among multiple carriers.

B. Liquidated Damages and Guaranty Provisions

34. The DFSA contains carefully negotiated remedial provisions designed to protect Stonefield in the event of Ridgeline's material default. These provisions were the product of arm's-length negotiations between sophisticated commercial parties, each represented by counsel.

35. Section 14.3 of the DFSA provides that in the event of Carrier's material default and failure to cure within 30 days of written notice thereof, Carrier shall pay liquidated damages equal to the greater of: (a) twenty-five percent (25%) of the remaining unpaid Minimum Monthly Revenue Commitment for the unexpired portion of the term; or (b) Five Hundred Thousand Dollars ($500,000.00). The parties expressly agreed in Section 14.3 that the liquidated damages amount represents a reasonable estimate of the losses that Shipper would incur as a result of Carrier's material breach, including but not limited to costs associated with re-procurement of dedicated carrier capacity, disruption to Shipper's distribution network, potential penalties and service-level failures with Shipper's retail clients, and reputational harm to Shipper's business relationships. The parties further acknowledged and agreed that such losses would be difficult or impracticable to calculate with precision at the time of breach.

36. Section 14.4 of the DFSA contains a consequential damages carve-out for documented re-procurement costs. Specifically, Section 14.4 provides that documented costs incurred by Shipper as a direct result of Carrier's material breach — including, without limitation, emergency spot-market freight charges, surge pricing, and substitute carrier fees — are recoverable by Shipper in addition to, and separate and apart from, the liquidated damages provided under Section 14.3. The inclusion of this carve-out reflects the parties' recognition that the liquidated damages formula in Section 14.3 does not account for the full range of out-of-pocket expenses that Shipper may incur in the immediate aftermath of Carrier's breach, particularly the premium costs associated with obtaining emergency freight capacity on the spot market.

37. Section 14.5 of the DFSA provides that Gerald Brashear, as the managing member and sole owner of Ridgeline, personally, unconditionally, and irrevocably guarantees Carrier's obligations under Section 14 of the Agreement. The personal guaranty is capped at Three Million Dollars ($3,000,000.00). By executing the guaranty, Brashear agreed to be personally liable for Ridgeline's payment obligations arising from a material breach of the Agreement, including liquidated damages, re-procurement damages, attorneys' fees, and court costs, subject to the stated cap.

38. Section 14.6 of the DFSA provides that the prevailing party in any action, suit, or proceeding to enforce the Agreement or to collect damages arising from a breach thereof shall be entitled to recover its reasonable and necessary attorneys' fees and court costs from the non-prevailing party.

39. Section 18.1 of the DFSA provides that the Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.

40. Section 18.2 of the DFSA provides that Dallas County, Texas shall be the exclusive forum for the resolution of any and all disputes, claims, or controversies arising under or relating to the Agreement. Both parties consented to the personal jurisdiction of the courts of Dallas County, Texas and waived any objection to venue in Dallas County.

C. Ridgeline's Performance and Progressive Breach

41. From the commencement of the DFSA on April 15, 2022 through approximately the end of June 2023, Ridgeline substantially performed its obligations under the Agreement. During this approximately 15-month period, Ridgeline generally maintained the contracted minimum fleet of 12 dedicated Class 8 tractor-trailers and provided the daily scheduled services required for Stonefield's Texas retail distribution lanes. Stonefield, for its part, fully performed its obligations under the DFSA during this period, including timely payment of all freight charges and accessorial fees.

42. Beginning in or around July 2023, Ridgeline began failing to provide the required 12-truck minimum fleet commitment. Ridgeline progressively reduced the number of dedicated trucks and drivers available to Stonefield's Texas distribution lanes, without authorization, without prior notice, and without any contractual justification.

43. Over the course of July, August, September, and October 2023, the deterioration in Ridgeline's performance was severe and accelerating. By October 2023, Ridgeline was providing as few as 4 dedicated trucks — representing only one-third of the contractual minimum of 12 trucks. This dramatic shortfall caused severe and escalating disruption to Stonefield's Texas retail distribution operations. Stonefield's retail clients experienced delayed deliveries, missed delivery windows, and service-level failures, resulting in penalty charges assessed against Stonefield and damage to Stonefield's commercial reputation and client relationships.

44. Upon information and belief, Ridgeline's progressive service failures resulted from severe financial distress within Ridgeline's operations. Ridgeline experienced significant driver attrition, was unable to recruit and retain qualified replacement drivers, and lacked the financial resources necessary to meet its operational commitments under the DFSA. Ridgeline failed to disclose its financial difficulties to Stonefield in a timely manner and instead allowed its performance to deteriorate progressively without warning or explanation.

D. Cure Notice and Failure to Cure

45. On October 18, 2023, Stonefield sent Ridgeline and Gerald Brashear written notice of material breach via certified mail, return receipt requested, and via electronic mail. The notice was addressed to Ridgeline at its principal office at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159, and to Brashear at his residential address, in accordance with the notice provisions of the DFSA.

46. The October 18, 2023 notice identified Ridgeline's material breaches in detail, including the failure to maintain the minimum 12-truck fleet commitment, the progressive reduction of available equipment, and the resulting disruption to Stonefield's distribution operations. The notice demanded that Ridgeline cure its material breach within 30 calendar days — that is, by no later than November 17, 2023 — in accordance with the cure provisions of the Agreement.

47. Ridgeline failed to cure its breach within the 30-day cure period. Ridgeline did not restore the required number of dedicated trucks, did not provide any written plan for cure, and did not offer any alternative remedial measures. The cure period expired on November 17, 2023, which date constitutes the date of default under the DFSA.

E. Cessation of Operations and Formal Demand

48. On or about December 8, 2023, Ridgeline ceased all freight operations entirely. Upon information and belief, Ridgeline discharged or lost its remaining drivers, decommissioned its remaining equipment, and effectively shut down its business operations. Ridgeline's complete cessation of operations confirmed the permanence and completeness of its breach and rendered future performance of the DFSA impossible.

49. Upon information and belief, Ridgeline has not filed for protection under any chapter of the United States Bankruptcy Code, and no bankruptcy proceeding involving Ridgeline or Brashear is currently pending in any court.

50. On December 22, 2023, Stonefield's General Counsel, Diane Ostrowski, sent a formal demand letter to Ridgeline at its principal office address and to Gerald Brashear at his residential address. The demand letter set forth the basis for Stonefield's claims, calculated the liquidated damages and re-procurement damages owed, and demanded payment in full. Neither Ridgeline nor Brashear responded to the demand letter, and neither has tendered any payment to Stonefield.

VI. CAUSES OF ACTION

A. First Cause of Action: Breach of Contract Against Ridgeline Freight Carriers LLC

51. Plaintiff incorporates by reference each and every allegation contained in the preceding paragraphs as though fully set forth herein.

52. Stonefield and Ridgeline entered into a valid, binding, and enforceable contract — the Dedicated Freight Services Agreement dated April 15, 2022. The DFSA was supported by adequate consideration, was executed by authorized representatives of both parties, and satisfies all requirements for the formation of a binding contract under Texas law.

53. Stonefield performed all of its material obligations under the DFSA. Throughout the term of the Agreement, Stonefield timely tendered freight shipments, made all required payments, and otherwise complied with its duties and obligations as Shipper under the Agreement.

54. Ridgeline materially breached the DFSA in the following respects:

(a) Ridgeline failed to provide the minimum 12-truck dedicated fleet commitment as required by the Agreement, beginning in or about July 2023 and continuing through the date of default;

(b) Ridgeline failed to cure its material breach within 30 days after receiving written notice of breach on October 18, 2023, as required by the Agreement; and

(c) Ridgeline ceased all operations on or about December 8, 2023, thereby rendering its performance of the DFSA impossible for the remainder of the 36-month term and constituting a total and permanent breach of the Agreement.

55. Ridgeline's breaches were material to the DFSA. The minimum fleet commitment was a core term of the Agreement, and Ridgeline's failure to maintain the contracted fleet — ultimately reducing its available trucks to one-third of the contractual minimum — deprived Stonefield of the substantial benefit for which it bargained.

56. As a direct and proximate result of Ridgeline's material breach, Stonefield has suffered damages, including liquidated damages under Section 14.3 of the DFSA and re-procurement damages under Section 14.4 of the DFSA, in the amounts set forth in Section VII below.

B. Second Cause of Action: Breach of Personal Guaranty Against Gerald "Gerry" Brashear

57. Plaintiff incorporates by reference each and every allegation contained in the preceding paragraphs as though fully set forth herein.

58. In connection with the execution of the DFSA, Gerald "Gerry" Brashear executed a personal, unconditional, and irrevocable guaranty of Ridgeline's obligations under Section 14 of the Agreement. The guaranty is capped at Three Million Dollars ($3,000,000.00).

59. The guaranty is a valid, binding, and enforceable obligation of Brashear. It was executed voluntarily by Brashear, is supported by adequate consideration — including the benefit to Brashear, as the sole owner of Ridgeline, of Stonefield's agreement to enter into the DFSA with Ridgeline — and satisfies all requirements for enforcement under Texas law.

60. Ridgeline has defaulted on its obligations under Section 14 of the DFSA. Ridgeline has failed to pay liquidated damages under Section 14.3, has failed to pay re-procurement damages under Section 14.4, and has failed to pay attorneys' fees and costs as required by Section 14.6.

61. By virtue of Ridgeline's default, Brashear is personally liable for Ridgeline's obligations under Section 14 of the DFSA, including payment of liquidated damages, re-procurement damages, reasonable and necessary attorneys' fees, and court costs, up to the guaranty cap of $3,000,000.00.

62. Despite formal demand made on December 22, 2023, Brashear has failed and refused to honor his guaranty obligations. Brashear has not tendered any payment, has not communicated any basis for disputing his liability under the guaranty, and has not responded to Stonefield's demand in any manner.

63. As a direct and proximate result of Brashear's breach of the personal guaranty, Stonefield has suffered damages in the amounts set forth in Section VII below.

VII. DAMAGES

A. Liquidated Damages Under DFSA § 14.3

64. The date of default — that is, the date on which the 30-day cure period expired without cure — is November 17, 2023.

65. The contractual expiration date of the DFSA is April 14, 2025.

66. The remaining unexpired term of the DFSA, measured from the date of default (November 17, 2023) through the contractual expiration date (April 14, 2025), is approximately 17 months.

67. The remaining unpaid Minimum Monthly Revenue Commitment for the unexpired term is calculated as follows: $325,000.00 per month × 17 months = $5,525,000.00.

68. Twenty-five percent (25%) of the remaining unpaid Minimum Monthly Revenue Commitment is calculated as follows: $5,525,000.00 × 0.25 = $1,381,250.00.

69. Because $1,381,250.00 exceeds the $500,000.00 floor established by Section 14.3(b) of the DFSA, the applicable liquidated damages amount is $1,381,250.00.

70. Stonefield seeks liquidated damages in the amount of $1,381,250.00 pursuant to Section 14.3 of the DFSA.

B. Re-Procurement Damages Under DFSA § 14.4

71. As a direct result of Ridgeline's material breach and cessation of operations, Stonefield was required to obtain emergency substitute freight capacity for its Texas retail distribution lanes. Stonefield procured emergency spot-market freight services, paid surge pricing premiums, and engaged substitute carriers on short-term emergency contracts to maintain its distribution commitments to its retail clients.

72. During the period from November 18, 2023 (the day following the date of default) through January 15, 2024, Stonefield incurred documented re-procurement costs totaling $1,056,250.00. These costs include, but are not limited to, emergency spot-market freight charges at rates substantially above Stonefield's contracted rates under the DFSA, surge pricing premiums assessed by spot-market carriers during the peak holiday shipping season, and fees charged by substitute carriers for emergency, short-notice dedicated service.

73. These re-procurement damages are recoverable under the consequential damages carve-out in Section 14.4 of the DFSA, separate and apart from, and in addition to, the liquidated damages recoverable under Section 14.3. The DFSA expressly provides that documented re-procurement costs are not subsumed within or limited by the liquidated damages provision.

74. Stonefield seeks re-procurement damages in the amount of $1,056,250.00 pursuant to Section 14.4 of the DFSA.

C. Total Damages

75. The total damages sought by Stonefield are as follows:

D. Pre-Judgment Interest

76. Stonefield seeks pre-judgment interest on the foregoing damages at the rate of 5.00% per annum, as provided by Texas Finance Code § 304.003, accruing from November 17, 2023 (the date of default) until the date of entry of final judgment by this Court.

E. Attorneys' Fees

77. Pursuant to Section 14.6 of the DFSA, Stonefield is entitled to recover its reasonable and necessary attorneys' fees incurred in prosecuting this action against Defendants. In addition, Texas Civil Practice and Remedies Code § 38.001 independently authorizes the recovery of reasonable attorneys' fees in an action on a written contract.

78. Stonefield seeks recovery of its reasonable and necessary attorneys' fees in an amount to be proven at trial or hearing, including attorneys' fees incurred through trial, and conditional appellate attorneys' fees in the event of an appeal to the Court of Appeals and, if necessary, to the Supreme Court of Texas.

F. Court Costs

79. Stonefield seeks recovery of all court costs incurred in connection with this action, including filing fees, service of process fees, and all other taxable costs.

G. Post-Judgment Interest

80. Stonefield seeks post-judgment interest at the rate provided by applicable law. Pursuant to Texas Finance Code § 304.003, the applicable post-judgment interest rate is 5.00% per annum, accruing from the date of entry of final judgment until the judgment is satisfied in full.

VIII. JURY DEMAND

81. Plaintiff hereby demands a trial by jury on all issues so triable and tenders the appropriate jury fee with the filing of this Original Petition.

IX. PRAYER FOR RELIEF

WHEREFORE, PREMISES CONSIDERED, Plaintiff Stonefield Logistics Group Inc. respectfully prays that Defendants Ridgeline Freight Carriers LLC and Gerald "Gerry" Brashear be cited to appear and answer herein, and that upon final trial or hearing, this Court enter judgment against Defendants Ridgeline Freight Carriers LLC and Gerald "Gerry" Brashear, jointly and severally, for the following:

1. Liquidated damages in the amount of $1,381,250.00 pursuant to Section 14.3 of the Dedicated Freight Services Agreement;

2. Re-procurement damages in the amount of $1,056,250.00 pursuant to Section 14.4 of the Dedicated Freight Services Agreement;

3. Pre-judgment interest at the rate of 5.00% per annum from November 17, 2023 until the date of judgment, as provided by Texas Finance Code § 304.003;

4. Reasonable and necessary attorneys' fees pursuant to Section 14.6 of the Dedicated Freight Services Agreement and Texas Civil Practice and Remedies Code § 38.001, in an amount to be determined at trial or hearing, including conditional appellate attorneys' fees;

5. All court costs of this action;

6. Post-judgment interest at the rate provided by law; and

7. Such other and further relief, at law or in equity, to which Plaintiff may show itself to be justly entitled.

X. SIGNATURE BLOCK

Respectfully submitted,

CALDERWOOD & HARKNESS LLP

By: ________

Priya Anand Texas Bar No. 24098213 Douglas Carmichael Texas Bar No. 24067451 Jeffrey Park Texas Bar No. 24112087 Yuki Nakamura Texas Bar No. 24125639

2200 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: (214) 953-7200 Facsimile: (214) 953-7201

ATTORNEYS FOR PLAINTIFF STONEFIELD LOGISTICS GROUP INC.

CERTIFICATE OF SERVICE AND FILING NOTATION

I hereby certify that this Plaintiff's Original Petition has been filed with the Clerk of the 134th Judicial District Court of Dallas County, Texas on this 12th day of February, 2024, in Cause No. DC-24-01847.

I further certify that citation is hereby requested to be issued and served upon each Defendant at the following addresses:

Ridgeline Freight Carriers LLC:

Via its registered agent for service of process in Texas: Lone Star Registered Agents LLC 811 Congress Avenue, Suite 400 Austin, Texas 78701

and/or at its principal office address: 7820 South Meridian Avenue Oklahoma City, Oklahoma 73159

Gerald "Gerry" Brashear, Individually:

2314 Quail Creek Drive Edmond, Oklahoma 73034

________________________________________

Priya Anand

STONEFIELD LOGISTICS GROUP INC.,

Plaintiff,

RIDGELINE FREIGHT CARRIERS LLC and GERALD "GERRY" BRASHEAR, Individually,

Defendants.

Category	Amount
Liquidated Damages (DFSA § 14.3)	$1,381,250.00
Re-Procurement Damages (DFSA § 14.4)	$1,056,250.00
Total	$2,437,500.00

CAUSE NO. DC-24-01847
IN THE 134TH JUDICIAL DISTRICT COURT
OF DALLAS COUNTY, TEXAS
PLAINTIFF'S ORIGINAL PETITION
TO THE HONORABLE JUDGE OF SAID COURT:
Plaintiff Stonefield Logistics Group Inc. ("Stonefield" or "SLG") files this Original Petition against Defendants Ridgeline Freight Carriers LLC ("Ridgeline" or "RFC") and Gerald "Gerry" Brashear ("Brashear"), Individually, and in support thereof would respectfully show the Court as follows:
I. DISCOVERY CONTROL PLAN
1. Plaintiff intends to conduct discovery under Level 3 of Texas Rule of Civil Procedure 190.4 and will request that the Court enter an appropriate discovery control plan at the earliest appropriate time. Plaintiff further requests a scheduling order and discovery control plan conference pursuant to Rule 190.4.
2. Level 3 discovery is appropriate in this action because Plaintiff seeks monetary relief in excess of $1,000,000.00, the claims involve complex contractual provisions including liquidated damages and personal guaranty obligations, and the scope of discovery anticipated — including document production from multiple entities and potential third-party carriers, depositions of key witnesses in both Texas and Oklahoma, and expert testimony regarding re-procurement damages — warrants a tailored discovery plan that exceeds the limitations of Level 1 and Level 2.
II. PARTIES
A. Plaintiff.
3. Plaintiff Stonefield Logistics Group Inc. ("Stonefield" or "SLG") is a Texas corporation duly organized and existing under the laws of the State of Texas, with its principal office located at 4100 Commerce Street, Suite 1200, Dallas, Texas 75226.
4. Stonefield is a transportation and logistics company specializing in third-party logistics ("3PL") services. Stonefield's core service offerings include dedicated fleet management, intermodal drayage, and last-mile delivery solutions for major retail and consumer goods clients. Stonefield operates a managed transportation network spanning 14 states across the Southern and Central United States, coordinating freight movements through a network of approximately 340 carrier partners. Stonefield's Texas operations represent the largest and most critical segment of its national distribution network, serving as the hub for retail distribution lanes connecting major metropolitan distribution centers throughout the state.
5. Marcus Ellington serves as the Chief Executive Officer of Stonefield. Diane Ostrowski serves as the General Counsel of Stonefield.
6. Stonefield may be served through its registered agent, CT Statutory Agent Services, located at 1999 Bryan Street, Suite 900, Dallas, Texas 75201.
B. Defendant Ridgeline Freight Carriers LLC
7. Defendant Ridgeline Freight Carriers LLC ("Ridgeline" or "RFC") is an Oklahoma limited liability company organized under the laws of the State of Oklahoma and registered to do business in the State of Texas as a foreign limited liability company.
8. Ridgeline's principal office is located at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159.
9. Ridgeline is a motor carrier engaged in the business of providing regional truckload and less-than-truckload ("LTL") freight services. Ridgeline holds United States Department of Transportation Number 3281947 and Motor Carrier Number MC-1042886, and operates as an authorized for-hire motor carrier of property in interstate and intrastate commerce.
10. Ridgeline's managing member and sole owner is Gerald "Gerry" Brashear. Upon information and belief, Brashear exercises sole and exclusive control over Ridgeline's management, operations, and financial affairs, and no other individual or entity holds any membership interest in Ridgeline.
11. Ridgeline may be served through its registered agent in Texas, Lone Star Registered Agents LLC, located at 811 Congress Avenue, Suite 400, Austin, Texas 78701, or wherever Ridgeline may be found.
C. Defendant Gerald "Gerry" Brashear
12. Defendant Gerald "Gerry" Brashear ("Brashear") is an individual residing at 2314 Quail Creek Drive, Edmond, Oklahoma 73034. Brashear is sui juris.
13. Brashear is the managing member and sole owner of Ridgeline Freight Carriers LLC. In that capacity, Brashear directed and controlled Ridgeline's operations, including its decision to enter into the contract at issue in this action and its subsequent failure to perform its obligations thereunder.
14. In connection with the execution of the Dedicated Freight Services Agreement described herein, Brashear executed a personal, unconditional guaranty of Ridgeline's obligations under Section 14 of the Agreement, thereby binding himself individually and personally for Ridgeline's payment and performance obligations arising from a material breach.
15. Brashear may be served at his residential address at 2314 Quail Creek Drive, Edmond, Oklahoma 73034, or wherever he may be found.
III. JURISDICTION AND VENUE
A. Subject Matter Jurisdiction
16. This Court has subject matter jurisdiction over this action because the amount in controversy exceeds the minimum jurisdictional limits of this Court. Plaintiff seeks damages in excess of $2,437,500.00, exclusive of interest, attorneys' fees, and costs. The claims at issue arise under the laws of the State of Texas, including the Texas Business and Commerce Code and the common law of contracts, and present justiciable controversies appropriate for adjudication by this Court.
B. Personal Jurisdiction over Ridgeline
17. This Court has personal jurisdiction over Defendant Ridgeline Freight Carriers LLC. Ridgeline is registered to do business in the State of Texas as a foreign limited liability company and maintains a registered agent for service of process in Texas — specifically, Lone Star Registered Agents LLC, located at 811 Congress Avenue, Suite 400, Austin, Texas 78701.
18. In addition, Ridgeline entered into and performed a contract — the Dedicated Freight Services Agreement — that required substantial performance in Texas. Specifically, Ridgeline committed to providing dedicated trucking services for Stonefield's Texas retail distribution routes, operating daily freight lanes between distribution centers located in Dallas, Houston, San Antonio, and Austin, Texas. Ridgeline stationed drivers and equipment in Texas, dispatched loads from Texas facilities, and received substantial compensation for services performed exclusively within the State of Texas for a period of approximately 18 months.
19. Ridgeline's contacts with the State of Texas are continuous and systematic, and arise directly from the transaction and occurrence that is the subject of this lawsuit. Ridgeline's contacts are sufficient to satisfy both the requirements of the Texas long-arm statute, Texas Civil Practice and Remedies Code § 17.042, and the requirements of constitutional due process under the Fourteenth Amendment to the United States Constitution. The exercise of jurisdiction over Ridgeline comports with traditional notions of fair play and substantial justice.
C. Personal Jurisdiction over Brashear
20. This Court has personal jurisdiction over Defendant Gerald "Gerry" Brashear. Brashear purposefully availed himself of the privilege of conducting activities within the State of Texas by personally executing a guaranty of obligations arising from a contract that required substantial performance in Texas. By executing the personal guaranty set forth in Section 14.5 of the Dedicated Freight Services Agreement, Brashear reached into the State of Texas and created continuing obligations and connections with the forum state.
21. Upon information and belief, Brashear also personally participated in the negotiation of the Dedicated Freight Services Agreement, traveled to Dallas, Texas on multiple occasions in connection with the Agreement, and personally directed Ridgeline's Texas operations during the term of the Agreement.
22. Brashear's contacts with the State of Texas satisfy both the Texas long-arm statute, Texas Civil Practice and Remedies Code § 17.042, and constitutional due process requirements. The exercise of personal jurisdiction over Brashear is fair and reasonable given his voluntary assumption of contractual obligations tied to performance in Texas.
D. Venue.
23. Venue is proper in Dallas County, Texas pursuant to the forum selection clause contained in Section 18.2 of the Dedicated Freight Services Agreement. Section 18.2 provides, in pertinent part, that Dallas County, Texas shall be the exclusive forum for the resolution of any and all disputes arising under or relating to the Agreement. Both Ridgeline and Brashear are bound by this mandatory forum selection clause — Ridgeline as a party to the Agreement, and Brashear as guarantor of obligations arising under the Agreement.
24. Venue is additionally proper in Dallas County, Texas under Texas Civil Practice and Remedies Code § 15.002(a)(1), because all or a substantial part of the events or omissions giving rise to Plaintiff's claims occurred in Dallas County, Texas. Stonefield's principal office is located in Dallas County; the Agreement was negotiated and executed in Dallas County; a substantial portion of the dedicated freight services were dispatched from and returned to distribution facilities in Dallas County; and Stonefield suffered the economic impact of Ridgeline's breach in Dallas County, where Stonefield was forced to procure emergency substitute carrier services for its Dallas-based distribution operations.
IV. CONDITIONS PRECEDENT
25. All conditions precedent to Plaintiff's right to recover have been performed, have occurred, or have been waived.
26. Specifically, and without limiting the generality of the foregoing, Stonefield fully complied with the notice and cure provisions of the Dedicated Freight Services Agreement. On October 18, 2023, Stonefield provided Ridgeline and Gerald Brashear with written notice of material breach via certified mail, return receipt requested, and via electronic mail to the notice addresses specified in the Agreement, including Ridgeline's principal office at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159, as required by the Agreement. The notice identified the specific breaches at issue — including Ridgeline's failure to maintain the minimum 12-truck fleet commitment and its progressive reduction of available equipment — and demanded that Ridgeline cure such breaches within the 30-day cure period specified in the Agreement.
27. Ridgeline failed to cure its material breach within the 30-day cure period. The cure period expired on November 17, 2023, without any cure or any substantive response from Ridgeline or Brashear.
28. On December 22, 2023, Stonefield's General Counsel, Diane Ostrowski, sent a formal demand letter to Ridgeline at its principal office address and to Gerald Brashear at his residential address, demanding payment of liquidated damages pursuant to Section 14.3 of the Agreement and re-procurement damages pursuant to Section 14.4 of the Agreement. Neither Ridgeline nor Brashear responded to the demand or tendered any payment.
29. Stonefield has satisfied all contractual prerequisites to the enforcement of its remedies under the Agreement, and no further conditions precedent remain unperformed.
V. FACTUAL BACKGROUND
A. The Dedicated Freight Services Agreement
30. On or about April 15, 2022, Stonefield and Ridgeline entered into that certain Dedicated Freight Services Agreement (the "DFSA" or the "Agreement"), a true and correct copy of which will be attached as an exhibit to Plaintiff's evidence at trial. The DFSA is a comprehensive written contract governing the terms and conditions under which Ridgeline, as "Carrier," would provide dedicated trucking services to Stonefield, as "Shipper."
31. Under the DFSA, Ridgeline committed to providing a minimum of 12 dedicated Class 8 tractor-trailers, each operated by qualified, properly licensed drivers, for Stonefield's Texas retail distribution lanes. These dedicated lanes included daily scheduled routes between Stonefield's distribution centers located in Dallas, Houston, San Antonio, and Austin, Texas. The dedicated fleet commitment was a core term of the Agreement, as Stonefield's retail distribution clients relied upon consistent, dedicated capacity to ensure timely delivery of consumer goods to retail locations throughout the state.
32. The term of the DFSA was 36 months, commencing on April 15, 2022 and expiring on April 14, 2025, unless earlier terminated in accordance with the terms of the Agreement.
33. Section 3.2 of the DFSA established a Minimum Monthly Revenue Commitment of $325,000.00 per month. This commitment represented the minimum monthly freight revenue that Ridgeline was obligated to generate through its dedicated fleet services for Stonefield's Texas distribution lanes. The Minimum Monthly Revenue Commitment established an annual revenue floor of $3,900,000.00 and a total contract value over the full 36-month term of $11,700,000.00. The Minimum Monthly Revenue Commitment was a material inducement for Stonefield to enter into the DFSA and to allocate its Texas distribution lanes exclusively to Ridgeline rather than distributing that freight among multiple carriers.
B. Liquidated Damages and Guaranty Provisions
34. The DFSA contains carefully negotiated remedial provisions designed to protect Stonefield in the event of Ridgeline's material default. These provisions were the product of arm's-length negotiations between sophisticated commercial parties, each represented by counsel.
35. Section 14.3 of the DFSA provides that in the event of Carrier's material default and failure to cure within 30 days of written notice thereof, Carrier shall pay liquidated damages equal to the greater of: (a) twenty-five percent (25%) of the remaining unpaid Minimum Monthly Revenue Commitment for the unexpired portion of the term; or (b) Five Hundred Thousand Dollars ($500,000.00). The parties expressly agreed in Section 14.3 that the liquidated damages amount represents a reasonable estimate of the losses that Shipper would incur as a result of Carrier's material breach, including but not limited to costs associated with re-procurement of dedicated carrier capacity, disruption to Shipper's distribution network, potential penalties and service-level failures with Shipper's retail clients, and reputational harm to Shipper's business relationships. The parties further acknowledged and agreed that such losses would be difficult or impracticable to calculate with precision at the time of breach.
36. Section 14.4 of the DFSA contains a consequential damages carve-out for documented re-procurement costs. Specifically, Section 14.4 provides that documented costs incurred by Shipper as a direct result of Carrier's material breach — including, without limitation, emergency spot-market freight charges, surge pricing, and substitute carrier fees — are recoverable by Shipper in addition to, and separate and apart from, the liquidated damages provided under Section 14.3. The inclusion of this carve-out reflects the parties' recognition that the liquidated damages formula in Section 14.3 does not account for the full range of out-of-pocket expenses that Shipper may incur in the immediate aftermath of Carrier's breach, particularly the premium costs associated with obtaining emergency freight capacity on the spot market.
37. Section 14.5 of the DFSA provides that Gerald Brashear, as the managing member and sole owner of Ridgeline, personally, unconditionally, and irrevocably guarantees Carrier's obligations under Section 14 of the Agreement. The personal guaranty is capped at Three Million Dollars ($3,000,000.00). By executing the guaranty, Brashear agreed to be personally liable for Ridgeline's payment obligations arising from a material breach of the Agreement, including liquidated damages, re-procurement damages, attorneys' fees, and court costs, subject to the stated cap.
38. Section 14.6 of the DFSA provides that the prevailing party in any action, suit, or proceeding to enforce the Agreement or to collect damages arising from a breach thereof shall be entitled to recover its reasonable and necessary attorneys' fees and court costs from the non-prevailing party.
39. Section 18.1 of the DFSA provides that the Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles.
40. Section 18.2 of the DFSA provides that Dallas County, Texas shall be the exclusive forum for the resolution of any and all disputes, claims, or controversies arising under or relating to the Agreement. Both parties consented to the personal jurisdiction of the courts of Dallas County, Texas and waived any objection to venue in Dallas County.
C. Ridgeline's Performance and Progressive Breach
41. From the commencement of the DFSA on April 15, 2022 through approximately the end of June 2023, Ridgeline substantially performed its obligations under the Agreement. During this approximately 15-month period, Ridgeline generally maintained the contracted minimum fleet of 12 dedicated Class 8 tractor-trailers and provided the daily scheduled services required for Stonefield's Texas retail distribution lanes. Stonefield, for its part, fully performed its obligations under the DFSA during this period, including timely payment of all freight charges and accessorial fees.
42. Beginning in or around July 2023, Ridgeline began failing to provide the required 12-truck minimum fleet commitment. Ridgeline progressively reduced the number of dedicated trucks and drivers available to Stonefield's Texas distribution lanes, without authorization, without prior notice, and without any contractual justification.
43. Over the course of July, August, September, and October 2023, the deterioration in Ridgeline's performance was severe and accelerating. By October 2023, Ridgeline was providing as few as 4 dedicated trucks — representing only one-third of the contractual minimum of 12 trucks. This dramatic shortfall caused severe and escalating disruption to Stonefield's Texas retail distribution operations. Stonefield's retail clients experienced delayed deliveries, missed delivery windows, and service-level failures, resulting in penalty charges assessed against Stonefield and damage to Stonefield's commercial reputation and client relationships.
44. Upon information and belief, Ridgeline's progressive service failures resulted from severe financial distress within Ridgeline's operations. Ridgeline experienced significant driver attrition, was unable to recruit and retain qualified replacement drivers, and lacked the financial resources necessary to meet its operational commitments under the DFSA. Ridgeline failed to disclose its financial difficulties to Stonefield in a timely manner and instead allowed its performance to deteriorate progressively without warning or explanation.
D. Cure Notice and Failure to Cure
45. On October 18, 2023, Stonefield sent Ridgeline and Gerald Brashear written notice of material breach via certified mail, return receipt requested, and via electronic mail. The notice was addressed to Ridgeline at its principal office at 7820 South Meridian Avenue, Oklahoma City, Oklahoma 73159, and to Brashear at his residential address, in accordance with the notice provisions of the DFSA.
46. The October 18, 2023 notice identified Ridgeline's material breaches in detail, including the failure to maintain the minimum 12-truck fleet commitment, the progressive reduction of available equipment, and the resulting disruption to Stonefield's distribution operations. The notice demanded that Ridgeline cure its material breach within 30 calendar days — that is, by no later than November 17, 2023 — in accordance with the cure provisions of the Agreement.
47. Ridgeline failed to cure its breach within the 30-day cure period. Ridgeline did not restore the required number of dedicated trucks, did not provide any written plan for cure, and did not offer any alternative remedial measures. The cure period expired on November 17, 2023, which date constitutes the date of default under the DFSA.
E. Cessation of Operations and Formal Demand
48. On or about December 8, 2023, Ridgeline ceased all freight operations entirely. Upon information and belief, Ridgeline discharged or lost its remaining drivers, decommissioned its remaining equipment, and effectively shut down its business operations. Ridgeline's complete cessation of operations confirmed the permanence and completeness of its breach and rendered future performance of the DFSA impossible.
49. Upon information and belief, Ridgeline has not filed for protection under any chapter of the United States Bankruptcy Code, and no bankruptcy proceeding involving Ridgeline or Brashear is currently pending in any court.
50. On December 22, 2023, Stonefield's General Counsel, Diane Ostrowski, sent a formal demand letter to Ridgeline at its principal office address and to Gerald Brashear at his residential address. The demand letter set forth the basis for Stonefield's claims, calculated the liquidated damages and re-procurement damages owed, and demanded payment in full. Neither Ridgeline nor Brashear responded to the demand letter, and neither has tendered any payment to Stonefield.
VI. CAUSES OF ACTION
A. First Cause of Action: Breach of Contract Against Ridgeline Freight Carriers LLC
51. Plaintiff incorporates by reference each and every allegation contained in the preceding paragraphs as though fully set forth herein.
52. Stonefield and Ridgeline entered into a valid, binding, and enforceable contract — the Dedicated Freight Services Agreement dated April 15, 2022. The DFSA was supported by adequate consideration, was executed by authorized representatives of both parties, and satisfies all requirements for the formation of a binding contract under Texas law.
53. Stonefield performed all of its material obligations under the DFSA. Throughout the term of the Agreement, Stonefield timely tendered freight shipments, made all required payments, and otherwise complied with its duties and obligations as Shipper under the Agreement.
54. Ridgeline materially breached the DFSA in the following respects:
(a) Ridgeline failed to provide the minimum 12-truck dedicated fleet commitment as required by the Agreement, beginning in or about July 2023 and continuing through the date of default;
(b) Ridgeline failed to cure its material breach within 30 days after receiving written notice of breach on October 18, 2023, as required by the Agreement; and
(c) Ridgeline ceased all operations on or about December 8, 2023, thereby rendering its performance of the DFSA impossible for the remainder of the 36-month term and constituting a total and permanent breach of the Agreement.
55. Ridgeline's breaches were material to the DFSA. The minimum fleet commitment was a core term of the Agreement, and Ridgeline's failure to maintain the contracted fleet — ultimately reducing its available trucks to one-third of the contractual minimum — deprived Stonefield of the substantial benefit for which it bargained.
56. As a direct and proximate result of Ridgeline's material breach, Stonefield has suffered damages, including liquidated damages under Section 14.3 of the DFSA and re-procurement damages under Section 14.4 of the DFSA, in the amounts set forth in Section VII below.
B. Second Cause of Action: Breach of Personal Guaranty Against Gerald "Gerry" Brashear
57. Plaintiff incorporates by reference each and every allegation contained in the preceding paragraphs as though fully set forth herein.
58. In connection with the execution of the DFSA, Gerald "Gerry" Brashear executed a personal, unconditional, and irrevocable guaranty of Ridgeline's obligations under Section 14 of the Agreement. The guaranty is capped at Three Million Dollars ($3,000,000.00).
59. The guaranty is a valid, binding, and enforceable obligation of Brashear. It was executed voluntarily by Brashear, is supported by adequate consideration — including the benefit to Brashear, as the sole owner of Ridgeline, of Stonefield's agreement to enter into the DFSA with Ridgeline — and satisfies all requirements for enforcement under Texas law.
60. Ridgeline has defaulted on its obligations under Section 14 of the DFSA. Ridgeline has failed to pay liquidated damages under Section 14.3, has failed to pay re-procurement damages under Section 14.4, and has failed to pay attorneys' fees and costs as required by Section 14.6.
61. By virtue of Ridgeline's default, Brashear is personally liable for Ridgeline's obligations under Section 14 of the DFSA, including payment of liquidated damages, re-procurement damages, reasonable and necessary attorneys' fees, and court costs, up to the guaranty cap of $3,000,000.00.
62. Despite formal demand made on December 22, 2023, Brashear has failed and refused to honor his guaranty obligations. Brashear has not tendered any payment, has not communicated any basis for disputing his liability under the guaranty, and has not responded to Stonefield's demand in any manner.
63. As a direct and proximate result of Brashear's breach of the personal guaranty, Stonefield has suffered damages in the amounts set forth in Section VII below.
VII. DAMAGES
A. Liquidated Damages Under DFSA § 14.3
64. The date of default — that is, the date on which the 30-day cure period expired without cure — is November 17, 2023.
65. The contractual expiration date of the DFSA is April 14, 2025.
66. The remaining unexpired term of the DFSA, measured from the date of default (November 17, 2023) through the contractual expiration date (April 14, 2025), is approximately 17 months.
67. The remaining unpaid Minimum Monthly Revenue Commitment for the unexpired term is calculated as follows: $325,000.00 per month × 17 months = $5,525,000.00.
68. Twenty-five percent (25%) of the remaining unpaid Minimum Monthly Revenue Commitment is calculated as follows: $5,525,000.00 × 0.25 = $1,381,250.00.
69. Because $1,381,250.00 exceeds the $500,000.00 floor established by Section 14.3(b) of the DFSA, the applicable liquidated damages amount is $1,381,250.00.
70. Stonefield seeks liquidated damages in the amount of $1,381,250.00 pursuant to Section 14.3 of the DFSA.
B. Re-Procurement Damages Under DFSA § 14.4
71. As a direct result of Ridgeline's material breach and cessation of operations, Stonefield was required to obtain emergency substitute freight capacity for its Texas retail distribution lanes. Stonefield procured emergency spot-market freight services, paid surge pricing premiums, and engaged substitute carriers on short-term emergency contracts to maintain its distribution commitments to its retail clients.
72. During the period from November 18, 2023 (the day following the date of default) through January 15, 2024, Stonefield incurred documented re-procurement costs totaling $1,056,250.00. These costs include, but are not limited to, emergency spot-market freight charges at rates substantially above Stonefield's contracted rates under the DFSA, surge pricing premiums assessed by spot-market carriers during the peak holiday shipping season, and fees charged by substitute carriers for emergency, short-notice dedicated service.
73. These re-procurement damages are recoverable under the consequential damages carve-out in Section 14.4 of the DFSA, separate and apart from, and in addition to, the liquidated damages recoverable under Section 14.3. The DFSA expressly provides that documented re-procurement costs are not subsumed within or limited by the liquidated damages provision.
74. Stonefield seeks re-procurement damages in the amount of $1,056,250.00 pursuant to Section 14.4 of the DFSA.
C. Total Damages
75. The total damages sought by Stonefield are as follows:
D. Pre-Judgment Interest
76. Stonefield seeks pre-judgment interest on the foregoing damages at the rate of 5.00% per annum, as provided by Texas Finance Code § 304.003, accruing from November 17, 2023 (the date of default) until the date of entry of final judgment by this Court.
E. Attorneys' Fees
77. Pursuant to Section 14.6 of the DFSA, Stonefield is entitled to recover its reasonable and necessary attorneys' fees incurred in prosecuting this action against Defendants. In addition, Texas Civil Practice and Remedies Code § 38.001 independently authorizes the recovery of reasonable attorneys' fees in an action on a written contract.
78. Stonefield seeks recovery of its reasonable and necessary attorneys' fees in an amount to be proven at trial or hearing, including attorneys' fees incurred through trial, and conditional appellate attorneys' fees in the event of an appeal to the Court of Appeals and, if necessary, to the Supreme Court of Texas.
F. Court Costs
79. Stonefield seeks recovery of all court costs incurred in connection with this action, including filing fees, service of process fees, and all other taxable costs.
G. Post-Judgment Interest
80. Stonefield seeks post-judgment interest at the rate provided by applicable law. Pursuant to Texas Finance Code § 304.003, the applicable post-judgment interest rate is 5.00% per annum, accruing from the date of entry of final judgment until the judgment is satisfied in full.
VIII. JURY DEMAND
81. Plaintiff hereby demands a trial by jury on all issues so triable and tenders the appropriate jury fee with the filing of this Original Petition.
IX. PRAYER FOR RELIEF
WHEREFORE, PREMISES CONSIDERED, Plaintiff Stonefield Logistics Group Inc. respectfully prays that Defendants Ridgeline Freight Carriers LLC and Gerald "Gerry" Brashear be cited to appear and answer herein, and that upon final trial or hearing, this Court enter judgment against Defendants Ridgeline Freight Carriers LLC and Gerald "Gerry" Brashear, jointly and severally, for the following:
1. Liquidated damages in the amount of $1,381,250.00 pursuant to Section 14.3 of the Dedicated Freight Services Agreement;
2. Re-procurement damages in the amount of $1,056,250.00 pursuant to Section 14.4 of the Dedicated Freight Services Agreement;
3. Pre-judgment interest at the rate of 5.00% per annum from November 17, 2023 until the date of judgment, as provided by Texas Finance Code § 304.003;
4. Reasonable and necessary attorneys' fees pursuant to Section 14.6 of the Dedicated Freight Services Agreement and Texas Civil Practice and Remedies Code § 38.001, in an amount to be determined at trial or hearing, including conditional appellate attorneys' fees;
5. All court costs of this action;
6. Post-judgment interest at the rate provided by law; and
7. Such other and further relief, at law or in equity, to which Plaintiff may show itself to be justly entitled.
X. SIGNATURE BLOCK
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Priya Anand Texas Bar No. 24098213 Douglas Carmichael Texas Bar No. 24067451 Jeffrey Park Texas Bar No. 24112087 Yuki Nakamura Texas Bar No. 24125639
2200 Ross Avenue, Suite 3600 Dallas, Texas 75201 Telephone: (214) 953-7200 Facsimile: (214) 953-7201
ATTORNEYS FOR PLAINTIFF STONEFIELD LOGISTICS GROUP INC.
CERTIFICATE OF SERVICE AND FILING NOTATION
I hereby certify that this Plaintiff's Original Petition has been filed with the Clerk of the 134th Judicial District Court of Dallas County, Texas on this 12th day of February, 2024, in Cause No. DC-24-01847.
I further certify that citation is hereby requested to be issued and served upon each Defendant at the following addresses:
Ridgeline Freight Carriers LLC:
Via its registered agent for service of process in Texas: Lone Star Registered Agents LLC 811 Congress Avenue, Suite 400 Austin, Texas 78701
and/or at its principal office address: 7820 South Meridian Avenue Oklahoma City, Oklahoma 73159
Gerald "Gerry" Brashear, Individually:
2314 Quail Creek Drive Edmond, Oklahoma 73034
________________________________________
Priya Anand
STONEFIELD LOGISTICS GROUP INC.,
Plaintiff,
v.
RIDGELINE FREIGHT CARRIERS LLC and GERALD "GERRY" BRASHEAR, Individually,
Defendants.
Category | Amount
Liquidated Damages (DFSA § 14.3) | $1,381,250.00
Re-Procurement Damages (DFSA § 14.4) | $1,056,250.00
Total | $2,437,500.00