Contract analysis

I. PRELIMINARY NOTES AND OBJECTIVES A. Purpose of the Deposition This deposition is the examination of the Cardinal Peak Industries ("CPI") witness most directly responsible for commercial pricing, surcharge calculation, and customer communications during the period at issue in this litigation. Natalie Gunderson serves as Vice President, Sales & Commercial, and was the primary CPI contact for surcharge-related matter

1. Establish Gunderson's personal knowledge of and involvement in the surcharge invoicing process under the MSA. The Master Supply Agreement at issue (MSA-NIH-CPI-2020-001, dated January 15, 2020) contains detailed surcharge provisions that governed the commercial relationship between the parties. Gunderson must be established as the individual at CPI with primary responsibility for, and personal knowledge of, the su

2. Confirm that Cardinal Peak failed to deliver compliant Surcharge Notices within the 15-business-day deadline prescribed by Section 7.4(a) for at least 7 of the 14 disputed months, supporting Nexford's defense that approximately $2.18 million in surcharges was waived. The MSA is unambiguous: Surcharge Notices must be delivered "no later than fifteen (15) business days after the end of the applicable month." This is

3. Demonstrate that Cardinal Peak used an internal "blended cost" metric for surcharge calculations rather than the published Ferrous Scrap Index (Platts/SPI) and Industrial Energy Cost Index mandated by Exhibit C (Surcharge Methodology), accounting for approximately $1.47 million in overstatement. This is the most technically complex area of the examination and the one where Gunderson is most likely to attempt evasi

4. Establish Gunderson's awareness (or lack thereof) of the 12% surcharge cap under Section 7.4(c) and that no prior written consent was obtained from Nexford for months where the cap was exceeded (approximately $1.08 million at issue across 4 months). Section 7.4(c) imposes a hard cap on monthly surcharges at 12% of the applicable Base Price absent prior written consent of the Buyer. Our analysis identifies four mon

5. Document Gunderson's communications with Nexford's procurement team, specifically Russell Okonkwo (VP, Procurement), regarding disputed invoices, and lock in any admissions regarding Nexford's objections. The email correspondence produced in discovery demonstrates that Okonkwo raised multiple objections to CPI's surcharge invoices during the disputed period, challenging both the timeliness of notices and the accur

6. Develop testimony useful for Nexford's counterclaim (breach of contract / declaratory judgment, filed October 3, 2022) for $0.21 million alleged overpayment. Nexford has asserted a counterclaim for $210,000 in overpayment, representing amounts Nexford paid in excess of what would have been owed under a correct application of the MSA's surcharge provisions. Gunderson's testimony should help establish the factual pr

II. BACKGROUND AND FOUNDATION A. Personal Background and Role Begin the examination with standard background questions designed to establish Gunderson's identity, her position at Cardinal Peak Industries, and the scope of her responsibilities. These questions serve both to acclimate the witness to the deposition setting and to build the factual record that establishes her as a knowledgeable witness on the subjects at

III. THE MASTER SUPPLY AGREEMENT — SURCHARGE PROVISIONS A. General Understanding of Section 7.4 This section of the examination is designed to establish Gunderson's understanding of the surcharge pass-through mechanism under Section 7.4 of the MSA. The goal is to have her articulate, in her own words, how the surcharge process works and to confirm that she understood the surcharge right to be conditional rather than

IV. SURCHARGE CALCULATION METHODOLOGY — BLENDED COST VS. PUBLISHED INDICES This is the most critical substantive area of the examination and should receive the most time. The goal is to establish, through Gunderson's own testimony, that CPI deviated from the contractually mandated calculation methodology set forth in Exhibit C and instead used an internal "blended cost" metric that systematically inflated surcharge a

V. TIMING OF SURCHARGE NOTICES A. Identification of Late Notices This section requires a methodical, month-by-month walk-through of each of the 14 disputed Surcharge Notices. The goal is to establish on the record the date each notice was delivered and whether it fell within the 15-business-day window prescribed by Section 7.4(a). This is a time-intensive process but is essential to locking in the timeliness defense

VI. THE 12% SURCHARGE CAP — SECTION 7.4(c) A. Identification of Cap Exceedances This section focuses on the four months during the disputed period where CPI's invoiced surcharges exceeded the 12% cap set forth in Section 7.4(c). Suggested lines of inquiry: • Ms. Gunderson, I'd like to turn now to the 12% cap provision we discussed earlier — Section 7.4(c) of the MSA. I am going to walk you through four specific month

VII. COMMUNICATIONS WITH NEXFORD'S PROCUREMENT TEAM A. Primary Contacts This section documents Gunderson's communications with Nexford's procurement and executive personnel during the disputed period, with a particular focus on surcharge disputes. Suggested lines of inquiry: • Ms. Gunderson, who was your primary contact at Nexford for surcharge-related matters during the period March 2021 through May 2022? • Confirm

VIII. CARDINAL PEAK'S INTERNAL PRICING POLICIES AND PRACTICES A. Other Customers This section probes whether CPI's use of the blended cost metric was a company-wide practice or something specific to the Nexford account. This line of inquiry is relevant to CPI's understanding of the Exhibit C requirement and whether its deviation was deliberate. Note: Anticipate an objection from Blackwood on relevance and/or confiden

IX. DAMAGES-RELATED TESTIMONY A. Cardinal Peak's Claimed Damages This section establishes the basic damages figures on the record and Gunderson's role in supporting CPI's damages case. Suggested lines of inquiry: • Ms. Gunderson, can you confirm the total surcharges CPI invoiced to Nexford during the disputed period of March 2021 through May 2022? Our understanding based on the invoices produced in discovery is that

X. TOPICS FOR POTENTIAL IMPEACHMENT / ADMISSIONS TO SECURE The following is a checklist of key admissions that the examination should aim to secure from Gunderson. These admissions, individually and collectively, support Nexford's defenses and counterclaim. Where possible, these admissions should be obtained through leading questions that leave the witness little room to equivocate. Admission 1: Gunderson acknowledge

XI. EXHIBIT LIST (PROPOSED DEPOSITION EXHIBITS) The following exhibits are proposed for use during the deposition of Natalie Gunderson. Exhibits should be pre-tabbed and organized in binders prior to the deposition. Additional exhibits may be marked during the examination as needed.

XII. ESTIMATED TIME ALLOCATION The following is the estimated time allocation for the examination of Natalie Gunderson. Total estimated examination time is approximately four hours, which is within the presumptive seven-hour limit under the applicable rules. Time estimates are approximate and may be adjusted during the deposition based on the witness's responsiveness and the extent of objections from opposing counsel

XIII. ANTICIPATED OBJECTIONS AND STRATEGIES The following objections are anticipated from opposing counsel (Garrett Blackwood and/or Megan Hsu of Blackwood Stein & Associates LLP) during the deposition, along with recommended strategies for handling each. Attorney-Client Privilege. Expect privilege objections when the examination touches on communications between Gunderson and Patricia Morrow (CPI's General Counsel)

XIV. COORDINATION NOTES Examination Team Assignments: • Simone Laroche (Senior Associate) will conduct the primary examination of Natalie Gunderson. Simone has lead responsibility for the substantive questioning across all sections of this outline and will manage the pace and strategic direction of the deposition. • Jeffrey Park (Associate) will manage exhibits during the deposition, ensuring that each exhibit is pro