Contract analysis

From: Jeffrey Park <jpark@calderwoodharkness.com> To: Dominic Hale <dominic.hale@northgateplc.com> Cc: Linda Osei <losei@calderwoodharkness.com> Date: Fri, 08 Nov 2024 04:47:00 -0000 Subject: Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc. — Discovery Status Update [C&H Matter No. 1022-00005]

I hope this finds you well. I am writing to provide a comprehensive update on discovery progress in *Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc.*, Index No. 654321/2024, Supreme Court of the State of New York, New York County, Commercial Division (Part 49, Hon. Eleanor M. Ricci), as of today's date.

As you will recall, Justice Ricci set the discovery schedule at the Preliminary Conference on October 1, 2024. The team has been making good progress across all workstreams, but there are several items that require your attention, which I have flagged below.

**1. Document Collection and Processing**

Northgate's document collection from all 10 custodians is substantially complete. The custodian list includes Renata Voss, Sean Calloway, Helena Bright, and eight additional custodians from Northgate Fiber Americas Inc. ("NFA") and Northgate Telecom PLC ("NTP"). All collected data has been processed and loaded into the review platform hosted by our e-discovery vendor, Vantage Litigation Support LLC (300 Vesey Street,

The total collection to date is approximately 1.4 million documents (3.2 TB). Collections were conducted in accordance with the litigation hold notice distributed on August 21, 2024 and the Stipulated E-discovery Protocol filed with the Court on October 1, 2024.

Review is proceeding according to our internal Document Review Protocol and Coding Manual. The review team is coding each document for responsiveness, privilege, confidentiality designations (pursuant to the Confidentiality Stipulation filed October 1, 2024), and issue tags.

We have prioritized the custodial files of Renata Voss and Sean Calloway, as these are the most directly relevant to the termination events — specifically, the Cure Notice timeline from January 18, 2024 through the April 1, 2024 termination, the quality issues (287 NCRs, including 43 critical NCRs), and the milestone delay history. Review of these two custodians' files is well advanced.

We made the first rolling production to Hargrove, Deluca & Stein LLP (Thomas Deluca / Miriam Vasquez) on schedule and continue to produce on a rolling basis.

We have been identifying documents to be withheld on attorney-client privilege and/or work product grounds throughout the review process. We are currently tracking 214 documents that have been logged as privileged. These documents relate primarily to Northgate's internal legal advice regarding the termination strategy, the decision to bring fiber construction in-house, and board-level presentations regarding the fibe

The privilege log was compiled with entries organized by custodian, date, author, recipient, and description, consistent with court rules, and was served with the final production tranche on October 31, 2024 as planned.

I want to flag that we anticipate Meridian will challenge a number of our privilege designations. Given Meridian's pretext theory — that Northgate terminated the Master Construction Agreement in order to bring fiber construction in-house or re-procure at a lower cost — opposing counsel will be eager to obtain internal strategic documents. We should be prepared for a potential motion to compel, and Linda and I are alr

**4. Meridian's Document Production — Status and Concerns**

Meridian has produced approximately 890,000 documents (1.8 TB) from eight custodians, including Victor Sandoval, Bridget Yeung, Marcus Henley, and six additional custodians. Our team has been reviewing Meridian's production and has identified several deficiencies.

As you are aware, Linda sent a deficiency letter to Thomas Deluca on November 1, 2024 detailing the perceived gaps, including missing project files, incomplete subcontractor communications, and — notably — absent documents relating to Ridgepoint Capital Group LP. These gaps are significant and we are monitoring Meridian's response closely.

Separately, Meridian has asserted common interest privilege over 187 documents relating to communications between Meridian and Ridgepoint Capital. We are evaluating whether to challenge this assertion. Our preliminary view is that Ridgepoint's interest appears to be financial in nature — specifically, litigation funding (we estimate a war chest of approximately $12 million) — rather than legal, and we have not identi

Third-party subpoenas have been issued to seven subcontractors and three municipal permitting authorities. Yuki Nakamura is tracking all responses and compliance deadlines.

I coordinated with Miriam Vasquez in October to establish the following deposition schedule. The near-term depositions are as follows:

- **Renata Voss** (NFA Vice President, US Network Infrastructure) — **November 12–13, 2024**. This is four days away. We are finalizing the deposition preparation outline now. Ms. Voss is a key fact witness who oversaw the fiber build-out program, and her testimony will be critical to establishing the factual basis for termination. **I would ask that you help coordinate Ms. Voss's availability for preparation session

- **Sean Calloway** (NFA Director, Construction Management) — **November 19, 2024**. Mr. Calloway was the day-to-day contract administrator and will address NCR documentation, milestone tracking, and cure notice communications. His prep outline is also in development.

- **Marcus Henley** (Meridian Vice President, Field Operations, Northeast Division) — **December 3–4, 2024**. We will cross-examine Mr. Henley regarding schedule delays, quality defects, and crew shortages on the affected segments.

- **Victor Sandoval** (Meridian Managing Member/CEO) — **December 10–11, 2024**. Cross-examination will explore Meridian's financial condition, Ridgepoint Capital's involvement and funding arrangements, Mr. Sandoval's awareness of quality failures, and the adequacy of the Corrective Action Plan.

Additional depositions are being scheduled for early 2025:

- **Bridget Yeung** (Meridian COO) — targeting **February 4, 2025**.

- **Helena Bright** (NTP CFO) — **February 18, 2025**, to be taken by commission in London. We are coordinating logistics for this deposition.

- **Dominic Hale** (NTP General Counsel) — **Meridian has noticed your deposition for February 25, 2025.** We have prepared an objection on attorney-client privilege grounds and intend to send a letter to Thomas Deluca requesting withdrawal of the notice. **This is an item that requires your attention, and I would like to discuss our approach with you on our next call.**

- **Frank DiBello** (CEO, Crestline Construction Group Inc., non-party) — targeting **March 4, 2025**. Mr. DiBello's testimony will address the replacement contract terms and excess completion costs (the $712 million Crestline contract versus the $630.3 million remaining MCA value, representing approximately $81.7 million in excess costs).

We have retained two experts in connection with this matter:

- **Dr. Elinor Chazen** of Lakeview Consulting Group LLC was retained on October 15, 2024 as our construction and delay expert. Dr. Chazen has begun her critical path analysis and review of the NCR documentation.

- **Professor Gordon Whitfield** of Pinnacle Economics LLC was retained on November 1, 2024 as our damages expert. Professor Whitfield is beginning his review of the financial records and Meridian's damages claims.

Expert reports are due **March 31, 2025**, with rebuttal reports due **May 15, 2025**. I am preparing a detailed expert report work plan to coordinate between both experts and ensure we are well positioned to meet these deadlines.

**7. Upcoming Key Dates and Action Items Summary**

For ease of reference, the key near-term dates and action items are as follows:

| Date | Item | |------|------| | November 12–13, 2024 | Voss deposition — please coordinate her availability for prep sessions beforehand | | November 19, 2024 | Calloway deposition | | October 31, 2024 | Privilege log served (completed) | | TBD (anticipated) | Potential motion to compel from Meridian on privilege issues | | January 27, 2025 | Likely oral argument date if privilege motions are filed | | March 31, 20

**Could you confirm your availability for a call early next week — ideally Monday or Tuesday — to discuss deposition preparation priorities, the Hale deposition notice, and any client concerns you may have?**

Linda is available to discuss any broader strategic questions at your convenience, and I am happy to provide additional detail on any of the topics covered above. Please do not hesitate to reach out.

Jeffrey Park Associate Calderwood Harkness LLP One Manhattan West, 59th Floor New York, NY 10001 Tel: (212) 555-4100 jpark@calderwoodharkness.com

*CONFIDENTIALITY NOTICE: This email and any attachments are attorney-client privileged and confidential, sent in connection with the legal representation of Northgate Telecom PLC and Northgate Fiber Americas Inc. in Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Index No. 654321/2024 (Sup. Ct. N.Y. Cnty.). This communication is intended solely for the use of the individual(s) to whom it is add