Contract analysis

I. Purpose and Overview The purpose of this memorandum is to set forth a preliminary trial plan for the six-week trial window reserved by Justice Ricci for November 2025 in the above-captioned matter. This memorandum identifies our proposed trial themes, witness list, key exhibits, legal issues for trial, pre-trial motion strategy, trial team structure, and a timeline of next steps leading to trial. It is intended to

II. Trial Themes A compelling trial narrative is essential even in a bench trial. Justice Ricci is an experienced Commercial Division jurist, but the sheer volume of construction documentation, delay analyses, and financial data in this case demands that we organize our presentation around a small number of clear, recurring themes that the court can use as a framework for evaluating the evidence. We propose the follo

Section 12.4 of the MCA required all work to conform to Northgate Technical Specification NS-FIBER-2020 and to "all applicable industry standards, including but not limited to ANSI/TIA-568 and BICSI guidelines." Meridian's persistent quality failures violated this express contractual obligation. Particularly damning is the fact that quality problems not only persisted but worsened during the cure period. After Northg

III. Case Structure and Burden of Proof Understanding the allocation of the burden of proof is essential to trial planning. Because this is a bench trial, the court will be acutely attentive to which party bears the burden on each claim and counterclaim, and the presentation of evidence should be organized to make clear that Meridian has failed to carry its burden on its affirmative claims while Northgate has satisfi

IV. Proposed Trial Schedule (Six-Week Framework) Justice Ricci has reserved a six-week trial window commencing in November 2025. Based on our current assessment of the evidence and the number of anticipated witnesses, we propose the following preliminary trial schedule. This schedule assumes approximately five trial days per week (Monday through Friday), with each trial day running from approximately 10:00 a.m. to 5:

V. Proposed Witness List The following tables set forth our proposed witness list, organized by category. The list includes our fact witnesses, expert witnesses, non-party witnesses, adverse witnesses whom we anticipate cross-examining during Meridian's case-in-chief, and reserve witnesses whose use depends on the resolution of pending issues. A. Defendant's Fact Witnesses B. Defendant's Expert Witnesses C. Non-Party

VI. Key Exhibits The following is a preliminary catalog of key exhibits organized by category. This list is not exhaustive and will be supplemented as the exhibit list is finalized in accordance with the Commercial Division's pre-trial requirements. Exhibit numbers are preliminary and subject to change. A. Contract Documents B. Cure Notices and Termination Documents C. Delay and Quality Documentation D. Financial and

VII. Key Legal Issues for Trial The following discussion identifies the principal legal issues that are likely to be contested at trial and that will shape the parties' respective presentations. We address each issue in turn, along with our preliminary assessment of the applicable law and our recommended approach. A. Termination for Cause vs. Termination for Convenience The central liability issue in this case is whe

Section 20.1 of the MCA provides for a mutual waiver of consequential, incidental, and indirect damages, including but not limited to lost profits, lost revenue, loss of use, loss of opportunity, and reputational harm. The waiver contains limited carve-outs for damages arising from willful misconduct, intellectual property indemnification obligations, and breaches of the confidentiality provisions. This waiver is cri

VIII. Pre-Trial Motion Strategy A. Summary Judgment Motions (August 2025 Window) The scheduling order provides for a summary judgment briefing window in August 2025. We recommend considering the following potential motions:

1. Summary judgment on Count IV (Breach of Implied Covenant of Good Faith and Fair Dealing). We believe this is our strongest summary judgment candidate. The consequential damages waiver in MCA § 20.1 bars the categories of damages Meridian seeks under this count (reputational harm, loss of bonding capacity) as a matter of law. If we can establish on the undisputed record that the termination was supported by a legit

2. Partial summary judgment on enforceability of the LD clause (Counterclaim I). If the facts regarding the negotiation and structure of the LD provision are undisputed, we may seek a ruling that the LD clause is enforceable as a matter of law, leaving only the calculation of LDs for trial. This would narrow the issues and save trial time.

3. Summary judgment on termination for cause. This motion would seek a ruling that the termination was valid as a matter of law based on the undisputed record of material breach and procedural compliance with MCA § 14.1. However, this is a more challenging motion because Meridian will argue that the materiality of the breach and the adequacy of its cure efforts present genuine issues of fact. We will assess the stren

1. Exclude or limit Dr. Forster's lost-profits testimony. If Dr. Forster's damages methodology is based o