Contract analysis

I. Identification of the Deposition Notice Meridian's Notice of Deposition of Dominic Hale, served on or about January 3, 2025, purports to schedule Mr. Hale for deposition on February 25, 2025. Mr. Hale serves as General Counsel of Northgate Telecommunications PLC, with his principal office located at 14 Cavendish Square, London W1G 0BX, United Kingdom. Mr. Hale has served in the role of General Counsel throughout t

II. Summary of Objections Northgate objects to the noticed deposition on multiple independent grounds, each of which independently warrants quashing the notice or compels its voluntary withdrawal:

1. Attorney-Client Privilege. Mr. Hale's involvement in the events at issue was exclusively in his capacity as General Counsel rendering confidential legal advice. The testimony Meridian seeks is protected by the attorney-client privilege under CPLR 4503(a), which Northgate has not waived.

2. Work Product Doctrine. Mr. Hale's mental impressions, legal analyses, and case evaluations regarding Meridian's performance and the termination decision constitute protected attorney work product under CPLR 3101(d)(2), and Meridian cannot establish the requisite substantial need.

3. The *Shelton v. American Motors Corp.* Doctrine. Established case law imposes a heightened standard before a party may depose opposing counsel—including in-house counsel acting in a legal capacity—and Meridian cannot satisfy any of the three required prongs.

4. Undue Burden and Lack of Proportionality. Requiring a London-based senior executive and General Counsel to submit to a deposition that will yield only privileged testimony is disproportionate to any legitimate discovery need, particularly given the extensive discovery already conducted in this action. Each ground is addressed more fully below.

III. Attorney-Client Privilege A. Mr. Hale's Role as Legal Advisor Dominic Hale serves as the General Counsel of Northgate Telecommunications PLC and has held that position continuously throughout the period relevant to this dispute. As General Counsel, Mr. Hale is the senior-most in-house legal officer of the Northgate corporate family, with responsibility for overseeing all legal affairs of Northgate Telecommunicat

IV. Work Product Doctrine Independently of the attorney-client privilege, Mr. Hale's mental impressions, legal analysis, and case evaluation regarding Meridian's performance and the termination decision constitute attorney work product protected from disclosure under CPLR 3101(d)(2). The work product doctrine provides broad protection for materials prepared by an attorney in anticipation of litigation, and affords he

V. The *Shelton* Doctrine and Protection of In-House Counsel A. Legal Standard Under Shelton v. American Motors Corp., 805 F.2d 1323 (8th Cir. 1986), and its New York progeny, a party seeking to depose opposing counsel—including in-house counsel acting in a legal capacity—must satisfy a heightened three-part test. The deposing party must demonstrate that: (i) no other means exist to obtain the information sought; (ii

VI. Undue Burden and Proportionality Even apart from the privilege, work product, and Shelton objections, the noticed deposition of Mr. Hale would impose undue burden on Northgate and is disproportionate to the needs of the case. Mr. Hale is based in London, United Kingdom, at Northgate Telecommunications PLC's headquarters at 14 Cavendish Square, London W1G 0BX. He is a senior executive and the chief legal officer o

VII. The Pending Privilege Motions Northgate respectfully directs Meridian's attention to an additional consideration that weighs heavily against proceeding with Mr. Hale's deposition at this time: the parties' privilege disputes are currently sub judice. As noted above, Meridian filed its Motion to Compel production of 214 privileged documents on November 22, 2024. Northgate filed its opposition to that motion on De

VIII. Request for Withdrawal For all of the foregoing reasons, Northgate respectfully requests that Meridian immediately withdraw the Notice of Deposition of Dominic Hale scheduled for February 25, 2025. There is no proper basis for deposing in-house counsel whose involvement in the relevant events was exclusively in a legal advisory capacity, and the noticed deposition is objectionable on multiple independent ground

IX. Reservation of Rights Northgate reserves all rights, claims, and defenses in connection with the above-captioned action, including but not limited to the right to seek sanctions for discovery abuse under CPLR 3126 and 22 NYCRR § 130-1.1. Nothing in this letter shall be construed as a waiver of any privilege, work product protection, or objection, whether or not specifically identified herein. We trust that upon r