Contract analysis

I. Overview of Deposition Witness: Victor Sandoval, Managing Member and Chief Executive Officer, Meridian Infrastructure Partners LLC ("Meridian" or "Plaintiff"). Sandoval is the co-founder of Meridian and has served as its chief executive since the company's incorporation in 2011. He is one of the principal fact witnesses for Plaintiff in this action and is expected to be called as a trial witness. Dates of Examinat

II. Background and Qualifications A. Personal Background Sandoval confirmed his role as Managing Member and Chief Executive Officer of Meridian Infrastructure Partners LLC, a position he has held continuously since founding the company in 2011. He testified that he holds a 30% equity ownership stake in Meridian, which he has retained since the company's founding, subject to dilution resulting from the Ridgepoint Capi

1. Negotiation of the Master Construction Agreement ("MCA"): Sandoval testified that he personally led the commercial negotiations with Northgate's leadership team, including Renata Voss (Northgate's Chief Infrastructure Officer) and Sean Calloway (Northgate's Vice President of Network Deployment). He stated that the negotiation process extended from approximately September 2019 through the execution of the MCA in Ma

2. Relationship Management: Sandoval served as the primary point of contact for executive-level communications between Meridian and Northgate's senior leadership. He testified that he had regular calls and in-person meetings with Renata Voss on a monthly or bi-monthly basis, and that he was the escalation point for any issues that could not be resolved at the operational level.

3. Escalation-Level Decisions: Sandoval testified that he was involved in decision-making on major project issues that were escalated beyond the authority of the operational team. This included decisions regarding acceleration strategies, resource allocation between project phases, and responses to Northgate's cure notices. Day-to-day operations on the Northgate project were overseen by Bridget Yeung (COO) and Marcus

III. Execution of the Master Construction Agreement A. MCA Negotiation and Terms Sandoval confirmed that the Master Construction Agreement (the "MCA") was executed on March 15, 2020, between Northgate Fiber Americas Inc. ("Northgate" or "Owner") and Meridian Infrastructure Partners LLC ("Meridian" or "Contractor"). The MCA was introduced as Sandoval Exhibit 1 during the deposition. Sandoval confirmed his signature on

IV. Phase 1 Performance (New York Metro & Northern New Jersey) Sandoval confirmed that Phase 1 of the Northgate fiber build-out covered the New York metropolitan area and Northern New Jersey, encompassing approximately 3,200 route miles. The milestone value for Phase 1 was $208 million, distributed across Milestones 1 through 4. Sandoval testified that Phase 1 was substantially completed, with Milestones 1 and 2 achi

V. Phase 2 Performance (Connecticut, Western Massachusetts, Southern Pennsylvania) A. Milestone Delays Phase 2 of the Northgate fiber build-out covered Connecticut, western Massachusetts, and southern Pennsylvania, encompassing approximately 5,600 route miles. The total milestone value for Phase 2 was $363 million, distributed across Milestones 5 through 8. Sandoval acknowledged the following delays with respect to t

VI. Meridian's Defenses for Delay — Sandoval's Testimony A. Permitting Responsibilities (MCA § 5.3) Sandoval testified at considerable length regarding his contention that Northgate Fiber Americas failed to timely obtain municipal permits from local permitting authorities across multiple jurisdictions in Connecticut, Massachusetts, and Pennsylvania. Sandoval's position was that the MCA allocated responsibility for "m

VII. Cure Notices and Termination Sequence A. Cure Notice No. 1 (January 18, 2024) Sandoval confirmed receipt of Cure Notice No. 1, dated January 18, 2024, issued by Renata Voss on behalf of Northgate Fiber Americas Inc. The cure notice was introduced as Sandoval Exhibit 11. The cure notice cited the following grounds: (a) Meridian's failure to achieve Milestone 8 within the contractual deadline; (b) Inadequate mobil

VIII. Work Completed and Financial Status at Termination Sandoval provided the following summary of the project status and financial position at the time of termination on April 1, 2024: Work Completed: Financial Status: Sandoval testified that the $16.5 million in disputed Phase 3 invoices represented legitimate work properly performed and documented in the Maryland portion of the Phase 3 scope. He objected to North

IX. Ridgepoint Capital Group LP — Litigation Funding and Involvement A. Ridgepoint's Role Generally Sandoval confirmed that Ridgepoint Capital Group LP holds a 55% majority equity interest in Meridian and that Graham Latimer, a Managing Partner at Ridgepoint Capital Management LLC, sits on Meridian's five-member board of directors. Sandoval described Ridgepoint as "supportive" of Meridian's decision to pursue litigat

X. Meridian's Damages Claims Sandoval testified regarding the four counts asserted in Meridian's complaint and the associated damages claims, which total approximately $200 million in the aggregate. A. Count I — Wrongful Termination ($92,400,000) Sandoval confirmed that Count I of Meridian's complaint seeks damages in the amount of $92,400,000 for wrongful termination of the MCA. This figure comprises two components:

XI. Meridian's Financial Condition and Lender Relationship Sandoval confirmed that Meridian maintains a $150 million revolving credit facility with Dralvecen Commercial Finance LLC ("Dralvecen"). The credit facility is secured by, among other things, Meridian's accounts receivable, including receivables from the Northgate contract. Sandoval acknowledged that Dralvecen has asserted lien interests in Meridian's receiva

XII. Key Admissions and Favorable Testimony (Summary for Defense Team) The following is a summary of the most significant admissions and favorable testimony elicited from Sandoval during the two-day deposition, organized for ease of reference by the defense team:

1. Accelerating Delay Pattern: Sandoval conceded that each Phase 2 milestone was progressively later than the preceding one, stating: "The numbers speak for themselves. Each milestone was later than the one before." (Day 1, p. 198). This admission directly supports Northgate's position that Meridian's performance was deteriorating and that the delay pattern constituted a material breach.

2. Personal Awareness of NCRs: Sandoval acknowledged that he was personally briefed on all 43 critical NCRs by Marcus Henley and Bridget Yeung and that he received monthly NCR summary reports (Exhibits 14–19). He could not confirm how many of the 43 critical NCRs had been fully remediated at the time of termination. This testimony establishes executive-level awareness of the quality deficiencies and undercuts any arg

3. No Written Change Orders: Sandoval conceded that Meridian did not obtain formal signed Change Orders under MCA § 16.1 for any of the 14 alleged constructive scope changes (Day 1, p. 221). This concession is fatal to Meridian's constructive change order defense unless Meridian can establish waiver or estoppel by Northgate.

4. No Timely Force Majeure Notices: Sandoval could not identify any written force majeure notices submitted under the MCA after December 2021 (Day 1, pp. 270–271). If no such notices exist, Meridian's force majeure defense for the Phase 2 delays (which accrued from mid-2022 onward) may be waived.

5. No Written Permitting Delay Notices: Sandoval could not identify any formal written notice of Owner permitting delays prior to Meridian's February 2, 2024 response to Cure Notice No. 1. The failure to give timely notice may bar Meridian from claiming excusable delay on permitting grounds.

6. No Direct Evidence of Pretext: Sandoval acknowledged that he has no documentary evidence proving Northgate terminated the MCA based on market pricing considerations rather than performance issues, stating: "I can't point to a specific document, but the circumstantial evidence speaks for itself." (Day 2, p. 389). This substantially undermines Meridian's pretext theory.

7. Corrective Action Plan Lacked Documentation: Sandoval could not confirm that the $87 million claim for Owner-caused costs was supported by documentation attached to the Corrective Action Plan (Day 2, p. 342). This raises questions about the reliability of a central element of Meridian's damages claims.

8. Count IV Damages Calculation: Sandoval acknowledged that the $34,133,333 damages figure for Count IV (breach of implied covenant) was a "rounding" component to reach the $200 million headline damages number (Day 2). This admission may support a motion for summary judgment on Count IV or a challenge to the reliability of Meridian's damages model.

9. Ridgepoint Litigation Funding: Sandoval confirmed that Ridgepoint Capital Group LP is funding Meridian's litigation costs, estimating the commitment at $10–15 million, broadly corroborating the approximately $12 million figure identified in discovery. This testimony is relevant to the Court's consideration of the common interest privilege dispute and to any assessment of the real party in interest.

XIII. Areas Requiring Follow-Up A. Upcoming Depositions Bridget Yeung (COO) — Scheduled February 4, 2025: Sandoval deferred many operational questions to Yeung during his testimony. The Yeung deposition should cover the following topics in detail: • Operational details and documentation for each of the 14 alleged constructive scope changes, including the identity of Northgate personnel who allegedly directed the chan

XIV. Exhibits List The following exhibits were marked during the deposition of Victor Sandoval on December 10–11, 2024:

XV. Transcript Errata and Procedural Notes Speaking Objections and Instructions Not to Answer: As noted throughout this summary, Thomas Deluca exhibited a pattern of interposing speaking objections that were, in many instances, suggestive of the desired answer. This pattern was most pronounced during the examination on Ridgepoint-related topics, Meridian's financial condition, and the litigation funding arrangement.

XVI. Distribution and Confidentiality Notice This document constitutes privileged attorney work product prepared by Calderwood & Harkness LLP in anticipation of litigation and in connection with the firm's representation of Northgate Fiber Americas Inc. in the matter of Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Index No. 654321/2024 (N.Y. Sup. Ct., N.Y. County, Commercial Division). This