Contract analysis

I. PURPOSE AND SUMMARY This memorandum is prepared to assist you in preparing for the preliminary conference before the Honorable Eleanor M. Ricci, scheduled for October 1, 2024, in the above-captioned matter. The conference will address the discovery schedule, case management procedures, anticipated discovery disputes, and the path toward trial. This memorandum provides a comprehensive overview of the case, our reco

II. CASE OVERVIEW FOR THE COURT The following sections provide a concise summary of the case, the claims and defenses, and the key factual context. This material will be useful both for framing our oral presentation at the conference and for responding to any questions from Justice Ricci about the nature and complexity of the dispute. A. Nature of the Action This is a breach-of-contract dispute arising from NFA's ter

III. PROPOSED DISCOVERY SCHEDULE — OUR POSITION A. Recommended Timeline Set forth below is our proposed discovery schedule, which we recommend presenting to the court as NFA's position. We should be prepared to negotiate around HDS's likely counter-proposals, and I have addressed our anticipated areas of disagreement and fallback positions in Section III.C below. This proposed schedule contemplates approximately thir

IV. ANTICIPATED DISCOVERY DISPUTES AND POSITIONS A. Scope of Document discovery The following are the principal areas where we anticipate disputes regarding the scope of document discovery. For each, I have set forth the likely HDS position and our recommended response.

1. Northgate's Internal Financial Models and Board Presentations A central theme of Meridian's case is its "pretext theory" — the allegation that NFA's termination for cause was pretextual and that Northgate's true motivation was to bring fiber-optic construction in-house or to re-procure the work at a lower cost following favorable shifts in the construction materials market. Meridian alleges in its Verified Complai

2. Meridian-Ridgepoint Capital Communications Ridgepoint Capital Group LP, a private equity fund based in Dallas, Texas (Managing Partner: Graham Latimer), holds a 55% equity interest in Meridian. Based on information obtained through Meridian's discovery responses to date and publicly available information, Ridgepoint is funding the litigation, with an estimated litigation budget of approximately $12 million. Our Po

3. Subcontractor and Third-Party Documents We anticipate issuing subpoenas duces tecum to at least seven of Meridian's subcontractors who performed work under the MCA. These subcontractors possess records that are relevant to the quality of work performed, the causes of delay, and the accuracy of Meridian's progress reporting. In addition, we anticipate issuing subpoenas to three municipal permitting authorities in j

1. Number of Depositions The Commercial Division rules do not impose an automatic limit on the number of depositions. The number and scope of depositions are within the discretion of the presiding justice. Given the complexity of this case and the number of parties and witnesses involved, we estimate that 10 to 14 fact depositions will be necessary. This is a reasonable number for a case of this scale and should not

2. Deposition by Commission — Helena Bright Helena Bright is based at Northgate's London headquarters, located at 14 Cavendish Square, London W1G 0BX. Because Ms. Bright resides outside the United States, her deposition cannot be compelled by subpoena. We will need to arrange her deposition by commission under CPLR 3108, which authorizes the court to issue a commission for the taking of a deposition outside the State

3. Deposition of Dominic Hale (GC) — Privilege Objection We anticipate that Meridian will seek to notice the deposition of Dominic Hale, Northgate's General Counsel, in connection with its pretext theory. Meridian is likely to contend that Mr. Hale's involvement in the termination decision makes him a fact witness whose testimony is necessary to establish the true motivations behind the termination. Our Position: We

V. EXPERT DISCOVERY POSITIONS A. Our Expert Team We have retained or are in the process of retaining two testifying experts for this matter: Dr. Elinor Chazen — Lakeview Consulting Group LLC, 200 South Wacker Drive, Suite 1400, Chicago, Illinois 60606. Dr. Chazen is our construction and delay expert. She specializes in critical path methodology analysis for large-scale infrastructure projects, with particular experti

VI. SURETY AND INSURANCE CONSIDERATIONS TO NOTE The following surety and insurance considerations are provided for background purposes. We do not anticipate the need to raise insurance issues at the preliminary conference, but these matters are relevant to overall case strategy and may arise in discovery. Performance Bond. Ironclad Surety Group Inc. (Indianapolis, Indiana; VP Claims: Patricia Dwyer) issued Performanc

VII. KEY TALKING POINTS FOR THE CONFERENCE A. Opening Statement to the Court When Justice Ricci opens the conference, we should be prepared to deliver a concise opening statement that frames the case for the court without revealing our defense strategy in detail. The following talking points are recommended: • This is a substantial construction dispute involving a $1.2 billion fiber-optic build-out contract — the Mas

1. ESI Protocol and Stipulation. To be finalized within one week of the conference. A draft has been prepared and is attached to this memorandum as Attachment C. We should offer to circulate the draft to HDS at the conference for their review and comment.

2. Confidentiality Stipulation and Proposed Order. A two-tier confidentiality designation system (Confidential and Highly Confidential — Attorneys' Eyes Only). A draft has been prepared and is attached as Attachment B. We recommend circulating it at the conference and seeking agreement to file within one week.

3. Agreed discovery Schedule. If consensus is reached at the conference, we should offer to prepare and circulate a stipulated discovery schedule for filing within 48 hours. If consensus cannot be reached on all points, we should identify the areas of agreement and present the disputed points for the court's resolution. Presenting these materials at the conference will demonstrate to Justice Ricci that Northgate has

VIII. LOGISTICS The following logistical information is provided for the conference: Conference Location: Supreme Court of the State of New York, New York County, Commercial Division, Part 49, 60 Centre Street, New York, NY 10007. Date and Time: October 1, 2024. The specific time has not yet been confirmed by chambers. We should confirm the time with Justice Ricci's clerk no later than September 30, 2024. Part 49 typ

IX. ACTION ITEMS FOLLOWING THE CONFERENCE The following action items should be addressed promptly following the preliminary conference, regardless of the specific outcome of the conference discussions:

1. Finalize and file Confidentiality Stipulation and Proposed Order. Incorporate any comments from HDS and file with the court. Target: within one week of the conference.

2. Finalize and file Stipulated ESI Protocol. Incorporate any comments from HDS and file with the court. Target: within one week of the conference.

3. Serve first set of document requests and interrogatories on Meridian. Target service date: by October 8, 2024. The first set of discovery demands is substantially drafted, comprising 56 document requests and 25 interrogatories. Final review and service should be completed promptly after the conference.

4. Issue litigation hold reminders to all Northgate custodians. The initial litigation hold notice was issued on August 21, 2024, following our engagement. Reminder notices should be sent to all custodians to reinforce the preservation obligation and to identify any additional sources of potentially relevant information that may have been overlooked in the initial hold.

5. Begin document collection from identified Northgate custodians. Collection should proceed from the 10 identified custodians, beginning with the priority custodians: Renata Voss, Sean Calloway, and Helena Bright. The remaining 7 custodians should be collected on a rolling basis. Coordinate with Vantage Litigation Support LLC on ingestion and processing timelines.

6. Coordinate with Vantage Litigation Support LLC on processing and review platform setup. Ensure that the review platform is configured and ready for first-level document review by mid-October 2024. Review protocols and coding guidelines should be finalized and distributed to the review team.

7. Prepare third-party subpoenas. Draft subpoenas duces tecum to the 7 identified subcontractors and 3 municipal permitting authorities. Target issuance: by October 20, 2024. For subcontractors located outside New York, determine whether domestication under the Uniform Interstate Depositions and discovery Act will be required.

8. Confirm expert engagements. Dr. Elinor Chazen has been retained as of October 15, 2024. Finalize the engagement of Professor Gordon Whitfield by November 1, 2024. Ensure that both experts are provided with the pleadings, the MCA, and initial sets of key documents as soon as practicable.

9. Send scheduling emails to HDS for fact depositions. Target: initial scheduling communications for the first tranche of fact depositions (November through December 2024), beginning with Meridian's witnesses Victor Sandoval, Bridget Yeung, Marcus Henley, and Randall Obrecht.

X. ATTACHMENTS The following materials are attached to this memorandum for reference and use in connection with the preliminary conference: • Attachment A: Draft Proposed Preliminary Conference Order • Attachment B: Draft Confidentiality Stipulation and Proposed Order • Attachment C: Draft ESI Protocol • Attachment D: Proposed discovery Schedule (chart form) • Attachment E: Current Case Docket Summary (Index No. 6543