Contract analysis

I. Purpose and Executive Summary This memorandum analyzes Belmont Ridge Bank NA's ("BRB" or the "Bank") expert discovery needs, assesses the current posture and substance of the expert report being prepared by Dr. Gerald Stokes of Wentworth Risk Advisors LLC, identifies potential requirements for retaining a rebuttal expert on damages issues, anticipates potential Frye challenges by opposing counsel at Kestrel Voss &

II. Current Status of Expert discovery A. Discovery Schedule Under the scheduling order entered by Justice Marchetti, expert discovery in this matter must be completed by June 30, 2025. Summary judgment motions are due September 15, 2025. These dates are firm and, absent extraordinary circumstances, are unlikely to be extended by the Court, particularly given Justice Marchetti's well-known emphasis on adherence to th

III. Dr. Gerald Stokes — BRB's Banking Practices Expert A. Engagement and Qualifications Dr. Gerald Stokes was retained as BRB's banking-practices expert pursuant to an engagement letter dated December 9, 2024, executed through his consulting firm, Wentworth Risk Advisors LLC, located at 55 East 59th Street, Suite 1410, New York, New York 10022. The engagement was reviewed by this office for compliance with applicabl

IV. *Frye v. United States* Considerations A. Applicable Standard New York applies the Frye general-acceptance standard for the admissibility of expert testimony, as set forth in Frye v. United States, 293 F. 1013 (D.C. Cir. 1923), and adopted by the New York Court of Appeals in People v. Wesley, 83 N.Y.2d 417 (1994). Unlike the federal Daubert standard (Daubert v. Merrell Dow Pharmaceuticals, Inc., 509 U.S. 579 (199

V. Potential Rebuttal Expert — Damages / Financial Expert A. Need for a Damages Rebuttal Expert The need for a damages rebuttal expert is, in my assessment, the most pressing gap in BRB's expert discovery posture. Triton Harbor's complaint and subsequent discovery responses assert compensatory damages of not less than $12,500,000, calculated as follows: • Value of additional collateral pledged: $2,300,000 (equipment

1. Thornfield Consulting Group LLC — Thornfield is a boutique forensic accounting and commercial damages firm based in New York with significant experience in lender-liability and commercial finance disputes. The firm's principals have testified as experts in multiple matters before the Commercial Division and in the United States District Courts for the Southern and Eastern Districts of New York. Thornfield's team h

2. Dr. Patricia Eames of Braxton Economic Advisory LLC — Dr. Eames is a financial economist with a Ph.D. in economics from Columbia University and more than twenty years of experience providing expert testimony on commercial damages issues. She has particular expertise in business valuation, lost-profits analysis, and the quantification of damages in fraud and contract disputes. She has testified in multiple proceedi

3. Graham Aldrich of Pinnacle Forensic LLC — Mr. Aldrich is a certified public accountant and accredited senior appraiser with extensive experience in forensic accounting, commercial damages quantification, and business valuation. He has testified as an expert in approximately thirty matters in New York state and federal courts, including several cases involving claims of lender liability and fraudulent inducement in

VI. Strategy for Deposing Triton Harbor's Anticipated Damages Expert A. Identification of THI's Expected Expert As of the date of this memorandum, Triton Harbor has not yet formally disclosed its expert or experts. We anticipate that THI's expert disclosure will occur concurrently with the exchange of opening expert reports — i.e., on or about May 15, 2025, under the proposed stipulation. Based on the nature of THI's

1. Pin down the expert's damages methodology and all underlying assumptions. The deposition should begin with a comprehensive exploration of the expert's methodology — how the damages figure was calculated, what model or framework was used, what inputs and assumptions drove the analysis, and what alternative methodologies were considered and rejected. The goal is to establish a complete record of the expert's analyti

2. Establish what materials were reviewed and what was not considered. We should determine whether the expert considered the following key documents and, if not, why not: (a) the Section 9(c) disclaimer in the Forbearance Agreement; (b) the integration clause in Section 12(a); (c) the evidence of the Kappels' access to independent professional advice through Mercer Tidwell & Associates LLC; (d) THI's financial statem

3. Test whether the expert's damages model properly accounts for THI's pre-existing financial deterioration as an independent cause of harm. This is a critical line of questioning. THI's financial condition had deteriorated significantly before and independently of the events at issue in this litigation. The FCCR stood at 0.87x as of Q1 2023 — below the covenant minimum of 1.20x — and Triton Harbor had lost two major

4. Explore whether the expert assumes a "but for" world in which BRB extended the $6,500,000 revolving facility. THI's damages theory appears to rest on the assumption that, absent the alleged misrepresentations, BRB would have extended the $6,500,000 revolving facility described in the September 29, 2023 draft term sheet, and that this additional credit would have enabled Triton Harbor to weather its financial diffi

5. Obtain admissions useful for summary judgment. The overarching objective of the deposition is to obtain testimony that can be cited in BRB's summary judgment motion to demonstrate that THI cannot establish damages with reasonable certainty. Key admissions to pursue include: (a) that the expert's model relies on assumptions about BRB's future lending decisions that are speculative; (b) that the expert has not indep

VII. Coordination with Summary Judgment Strategy A. Role of Expert Testimony in Summary Judgment Motion The summary judgment motion is due September 15, 2025, and expert testimony will play a central role in supporting BRB's motion. The motion is expected to argue that THI's fraudulent inducement claim fails as a matter of law on multiple grounds, including: (1) the integration clause and parol evidence rule bar THI'

VIII. Budget and Resource Considerations The following budget considerations should be discussed with Priya Anand (billing partner) and communicated to Margaret Linden at BRB: Dr. Stokes — Wentworth Risk Advisors LLC. Dr. Stokes' hourly rate under the engagement letter is $850 per hour. Estimated remaining fees through the expert discovery close include report finalization (estimated 20–30 hours), preparation for dep

IX. Recommended Next Steps Based on the analysis set forth in this memorandum, I recommend the following action items, listed in order of priority and urgency:

1. Propose expert discovery scheduling stipulation to Kestrel Voss & Huang LLP by April 25, 2025. The proposed stipulation should provide for simultaneous exchange of opening expert reports by May 15, 2025, exchange of rebuttal expert reports by June 6, 2025, and completion of all expert depositions by June 27, 2025. If agreement cannot be reached, we should promptly seek a scheduling order from Justice Marchetti.

2. Finalize Dr. Stokes' report by May 1, 2025; conduct internal review session with Linda Osei by May 8, 2025. Carlos Espinoza and Hannah Brinkley will review the draft report for legal sufficiency, consistency with the fact record, and Frye compliance, and will circulate the draft to Linda Osei with a cover memorandum summarizing any recommended revisions.

3. Identify and retain rebuttal damages expert by May 1, 2025. Begin conflicts checks on the identified candidates (Thornfield Consulting Group LLC, Dr. Patricia Eames of Braxton Economic Advisory LLC, and Graham Aldrich of Pinnacle Forensic LLC) immediately and schedule introductory calls for this week. Upon selection and execution of the engagement letter, provide all necessary materials to the expert immediately s

4. Prepare *Frye* hearing brief framework in anticipation of potential challenge to Dr. Stokes. Draft a memorandum of law addressing the Frye standard, the admissibility of banking-practice opinion testimony, and Dr. Stokes' qualifications and methodology. This framework should be substantially complete by late May 2025 so that it can be finalized and filed promptly if a challenge is raised.

5. Upon receipt of THI's expert disclosures, promptly analyze the expert's methodology and begin deposition preparation. This analysis should be completed within one week of receipt of the report. Carlos Espinoza will prepare a detailed deposition outline targeting the objectives identified in Section VI.B above, and Hannah Brinkley will assemble the exhibit set.

6. Coordinate with Priya Anand on updated budget projections for the expert phase. Prepare and circulate an updated budget estimate incorporating all expert discovery costs, including Dr. Stokes' remaining fees, rebuttal expert engagement costs, and associate hours.

7. Coordinate with Margaret Linden and Thomas Hargreaves at BRB regarding expert discovery developments and any additional factual support needed from the Bank. Schedule a call or meeting with the BRB litigation team to discuss the expert discovery strategy, the proposed schedule, and any additional documents or information that may be needed to support the expert analyses.

X. Conclusion BRB is well-positioned on expert issues in this litigation. Dr. Stokes' banking-practices opinions are strong, well-grounded in his professional experience and in published regulatory guidance, and should survive any Frye challenge that Kestrel Voss & Huang may raise. His opinions will provide essential support for BRB's legal defenses — the integration clause, the parol evidence rule, the sophisticated