Contract analysis

I. Procedural Posture and Motions Before the Court Two privilege-related motions are before Justice Ricci for oral argument on January 27, 2025. This section summarizes the procedural history and the current posture of each motion. A. Meridian's Motion to Compel (Filed November 22, 2024) Meridian Infrastructure Partners LLC ("Meridian"), through its counsel Hargrove, Deluca & Stein LLP ("HDS") — lead partner Thomas D

II. Our Position on Meridian's Motion to Compel (Defense of the 214 Privileged Documents) This section sets forth our arguments in opposition to Meridian's motion to compel production of the 214 documents listed on Northgate's privilege log, together with key talking points for oral argument and anticipated questions from Justice Ricci. A. Overview of the 214 Documents Understanding the nature and provenance of the 2

4. If Justice Ricci signals an inclination to probe further, offer in camera review of a representative sample of the documents. This is a far preferable outcome to a blanket compel order, and it demonstrates Northgate's confidence in the propriety of its privilege assertions.

5. Emphasize the scope and completeness of Northgate's production: "Northgate has already produced approximately 1.4 million documents from ten custodians, totaling 3.2 terabytes of data. The production has been fulsome and thorough. The 214 withheld documents are a narrow, carefully delineated set of privileged communications — they represent a tiny fraction of the overall production." F. Anticipated Questions from

III. Our Position on Northgate's Cross-Motion for Protective Order (Meridian's 187 Withheld Documents) This section sets forth our affirmative arguments in support of Northgate's cross-motion seeking production of the 187 documents that Meridian has withheld under a claimed "common interest privilege." A. Overview of the Dispute Meridian has withheld 187 documents from its production in this action, asserting that th

1. The communication must be between parties who share a common legal interest — not merely a common commercial, financial, or business interest;

2. The communication must be made in furtherance of that common legal interest;

3. The communication must otherwise be privileged — i.e., it must involve counsel and qualify for attorney-client privilege protection in the first instance, independent of the common interest doctrine; and

4. There must be a reasonable expectation of confidentiality with respect to the shared communication. The key distinction — and the one that is dispositive here — is that the shared interest must be legal in nature, not purely financial or commercial. A shared financial stake in the outcome of litigation does not, standing alone, establish the kind of common legal interest that the doctrine requires. The cases are c

1. No Common Legal Interest Ridgepoint's interest in this litigation is fundamentally financial, not legal. Ridgepoint seeks to protect its $285 million equity investment in Meridian and to preserve the value of its investment thesis, which was predicated in significant part on the Northgate contract as an anchor program in Meridian's portfolio. While Ridgepoint undoubtedly cares deeply about the outcome of this liti

2. No Joint Defense Agreement Meridian has not produced any written common interest agreement or joint defense agreement between Meridian and Ridgepoint. While the absence of a written agreement is not categorically dispositive under New York law, it is a significant factor that courts weigh in evaluating whether the common interest privilege has been properly invoked. The absence of a formal agreement here is partic

3. Ridgepoint Is Not a Party to the Litigation Ridgepoint is not a co-defendant, co-plaintiff, or prospective party in this litigation. It has not been named in any claim, nor has any party sought to add it. Ridgepoint's sole connection to this dispute is its role as Meridian's equity owner and litigation funder. The common interest privilege was designed to protect communications between parties with aligned legal p

4. Litigation Funding Does Not Create a Common Legal Interest Meridian may contend that Ridgepoint's funding of Meridian's litigation costs — the $12 million litigation war chest — establishes a sufficiently intertwined interest to support the common interest privilege. This argument conflates financial involvement with legal interest. The fact that Ridgepoint funds Meridian's litigation costs does not convert Ridgep

5. Communications Are Likely Business Communications, Not Legal Strategy Based on the custodians identified on Meridian's privilege log — principally Victor Sandoval and Randall Obrecht at Meridian communicating with Graham Latimer at Ridgepoint — we believe that many of the 187 withheld documents concern Ridgepoint's investment analysis, financial projections related to Meridian's performance, and business decisions

IV. Rebuttal Preparation — Anticipated Plaintiff Arguments This section anticipates the arguments that HDS (Thomas Deluca) is likely to advance on both motions and sets forth our prepared rebuttals. A. On Meridian's Motion to Compel (Their Motion) We anticipate that HDS will advance the following arguments in support of its motion to compel production of the 214 documents, and we should be prepared with the following

1. Crime-Fraud Exception or "At Issue" Waiver Anticipated Argument: Deluca will likely argue that the crime-fraud exception applies, or at minimum that an "at issue" waiver has occurred, because Northgate's termination was allegedly pretextual. Meridian's theory is that the termination was not genuinely motivated by Meridian's material breach but rather by Northgate's desire to take advantage of favorable market cond

2. Financial Models Are Business Documents Anticipated Argument: Deluca will argue that financial models are inherently business documents — spreadsheets, projections, cost comparisons — and that slapping a lawyer's name on a financial model does not transform it into a privileged communication. Our Rebuttal: The characterization of a document by its format — "financial model," "spreadsheet," "presentation" — does no

3. Sword and Shield Anticipated Argument: Deluca will argue that Northgate is using the privilege as both a sword and a shield — asserting in its affirmative defenses and counterclaims that the termination was justified, while simultaneously shielding the actual deliberative process that led to the termination behind the privilege. Deluca will characterize this as fundamentally unfair: Northgate should not be permitt

1. Ridgepoint and Meridian Share a Common Legal Interest Anticipated Argument: Deluca will argue that Ridgepoint and Meridian share a common legal interest because Ridgepoint's investment is directly implicated by the outcome of this litigation. Deluca may argue that the potential for a large damages award against Meridian — or a large recovery by Meridian — directly affects Ridgepoint's equity position and that this

2. Communications Were Made Through or at the Direction of Counsel Anticipated Argument: Deluca may argue that certain of the 187 communications were facilitated by or made at the direction of HDS — i.e., that HDS acted as a conduit for sharing privileged litigation strategy with Ridgepoint in furtherance of the common interest. Meridian may identify HDS as having participated in or facilitated some of the communicat

3. A Written Agreement Is Not Required Anticipated Argument: Deluca will correctly note that a formal written common interest agreement is not strictly required under New York law to invoke the common interest privilege. Our Rebuttal: While a written agreement is not an absolute prerequisite, its absence is a significant factor that courts weigh in evaluating whether the privilege has been properly invoked. The absen

V. Procedural Logistics and Courtroom Notes A. Courtroom Details • Court: Part 49, Supreme Court of the State of New York, New York County • Location: 60 Centre Street, New York, NY 10007 • Presiding Justice: The Honorable Eleanor M. Ricci • Argument Time: Confirm allotted time with chambers in advance of the argument date. Based on prior experience with Part 49, we expect approximately 20–30 minutes per side per mot

1. Meridian argues its motion to compel (as movant). Thomas Deluca will likely present for Meridian, with Miriam Vasquez at counsel table.

2. Northgate responds in opposition to the motion to compel and then presents its affirmative argument on the cross-motion for a protective order.

3. Meridian responds to the cross-motion.

4. Rebuttal on both sides, if permitted by the Court. Our Team: • Linda Osei will argue both the opposition to Meridian's motion to compel and the affirmative argument on Northgate's cross-motion for protective order. • Jeffrey Park will be present at counsel table with the binders of authorities, the privilege logs, and the key exhibits from his December 6, 2024 declaration. Mr. Park should be prepared to locate and

1. Declaration of Jeffrey Park with exhibits (including the privilege log and sample entries), filed December 6, 2024

2. Northgate's opposition brief to Meridian's motion to compel, filed December 2, 2024

3. Northgate's cross-motion for protective order, filed December 6, 2024

4. Memorandum of law in support of cross-motion for protective order

5. Meridian's motion to compel papers, filed November 22, 2024

6. Meridian's opposition to the cross-motion (if filed — confirm filing status with HDS and with the Court's clerk before the argument date)

7. Binder of key cases cited in the parties' briefs, tabbed for quick reference

8. Set of the 214-document privilege log (Northgate's log), tabbed for quick reference to specific entries that are likely to be discussed at argument (particularly the financial model entries and the board presentation entries)

9. Meridian's 187-document privilege log, tabbed for quick reference, with annotations highlighting entries that lack attorney identification or adequate privilege descriptions

10. Copies of proposed orders: (a) a proposed order denying Meridian's motion to compel; and (b) a proposed order granting Northgate's cross-motion (or, alternatively, directing in camera review) D. Proposed Outcomes / Relief Requested On Meridian's Motion to Compel: • Primary Relief: Deny the motion in full. The 214 documents are properly withheld under the attorney-client privilege and/or the work product doctrine,

VI. Fall-Back Positions and Settlement of discovery Dispute A. Potential Compromise Positions While our primary goal is to prevail in full on both motions, we should be prepared for the possibility that Justice Ricci signals an inclination toward a compromise resolution. The following fall-back positions are authorized for discussion at argument, subject to the strategic parameters noted below. If Justice Ricci signa

VII. Post-Argument Action Items The following action items should be addressed promptly following the oral argument on January 27, 2025, depending on the Court's ruling. Depending on the Ruling: (a) If in camera review is ordered: Prepare the submission of the relevant documents to chambers in accordance with the Court's protocol and within the timeline set by Justice Ricci. Coordinate preparation of a cover letter a