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PRIVILEGED AND CONFIDENTIAL ATTORNEY-CLIENT COMMUNICATION / ATTORNEY WORK PRODUCT
MEMORANDUM
TO: Patricia Aldridge, SVP & General Counsel Dunmore Energy Holdings Ltd. 4100 Westchase Boulevard, Suite 1200 Houston, TX 77042
FROM: Howard Bellamy, Partner, & Monica Reyes, Senior Associate Antitrust & Competition Practice Group Calderwood & Harkness LLP
DATE: September 8, 2025
RE: Analysis of Civil Investigative Demand No. AG-ANT-2025-04172 — Dunmore Energy Holdings Ltd. and Dunmore Fuel Supply, Inc. (C&H Matter No. 1016-00001)
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I. EXECUTIVE SUMMARY
On August 22, 2025, the Office of the Attorney General of the State of Meridian, acting through its Antitrust Division (CID Reference No. AG-ANT-2025-04172), issued a Civil Investigative Demand ("CID") to Dunmore Energy Holdings Ltd. ("DEH"), a Cayman Islands exempted limited company with its operational headquarters located in Houston, Texas, and to its wholly owned subsidiary Dunmore Fuel Supply, Inc. ("DFS"), a Delaware corporation. The CID was served on DEH's registered agent in the State of Meridian on August 22, 2025, and a courtesy copy was delivered to the attention of Patricia Aldridge, SVP and General Counsel of DEH, at DEH's Houston headquarters the following business day.
The CID was issued in connection with an investigation by the Meridian Attorney General's Office ("AG") into alleged bid rigging on fuel-supply contracts awarded by the Meridian State Department of Transportation ("Meridian DOT") between January 2021 and December 2024. The investigation encompasses three full fiscal-year bidding cycles — FY 2022, FY 2023, and FY 2024 — during which Meridian DOT awarded competitively bid contracts for the supply of diesel fuel and unleaded gasoline to its statewide vehicle fleet.
DEH and DFS are named as respondents to the CID. Two additional companies are identified as co-respondents in the AG's investigation: Galloway Petroleum Corp. ("Galloway"), a Delaware corporation headquartered in Birmingham, Alabama, and Ridgeline Energy Partners LLC ("Ridgeline"), a Georgia limited liability company headquartered in Duluth, Georgia. The CID reflects that both Galloway and Ridgeline have been served with parallel civil investigative demands, though the specific scope and content of the demands served on those entities have not been disclosed to us.
In its substance, the CID is comprehensive and aggressive. It contains twenty-four (24) document requests organized into five thematic categories, six (6) interrogatories, and a demand for the production of designated corporate representatives for oral examination under oath. The document requests span DFS's bid submissions, internal pricing analyses, communications with competitors, records of meetings or contacts with competitor personnel, and corporate organizational information. The interrogatories seek identification of personnel involved in the bidding process, descriptions of competitor communications, an explanation of DFS's pricing methodology, and information regarding trade-association memberships. The oral-examination demand requires DFS to designate one or more corporate representatives to testify on behalf of the company regarding bidding practices, pricing methodology, and communications with competitors.
Calderwood & Harkness LLP was formally engaged by DEH to represent DEH and DFS in connection with this matter on August 27, 2025, the date on which the engagement letter was fully executed by both parties. Ms. Aldridge first contacted the firm on August 25, 2025, and the engagement was finalized two days thereafter. A retainer in the amount of $250,000 was received by the firm on August 29, 2025. All communications between DFS/DEH personnel and Calderwood & Harkness LLP from August 25, 2025 forward are subject to the attorney-client privilege and work-product protection.
The purpose of this memorandum is to provide DEH and DFS with a detailed analysis of the CID's legal basis, the scope and substance of each category of requests contained therein, the objections available to the respondents, and a recommended strategy for responding to the CID within the applicable timeframe. This memorandum also identifies related workstreams — including a forthcoming liability-exposure analysis, lender-notification obligations, and expert-retention considerations — that will require prompt attention in the weeks ahead.
The original CID response deadline falls forty (40) calendar days from the date of issuance, which is October 3, 2025. As detailed in Section VII below, we recommend seeking a thirty (30)-day extension of that deadline to November 3, 2025, on the grounds of the substantial volume of potentially responsive materials, the complexity of the technology-assisted review process, and the need for thorough privilege review. We believe the AG's office is likely to grant such an extension, particularly in light of the good-faith compliance efforts already underway.
II. LEGAL AUTHORITY FOR THE CID
A. Statutory Basis
The CID was issued pursuant to Meridian Code Annotated § 75-21-39, which authorizes the Attorney General of the State of Meridian to issue civil investigative demands when the AG has "reason to believe" that a person has engaged in, or is engaging in, conduct that violates the Meridian Antitrust Act. The substantive prohibition at issue is set forth in Meridian Code Ann. § 75-21-1, which proscribes contracts, combinations, and conspiracies in restraint of trade. The statute provides, in relevant part:
Every contract, combination in the form of trust or otherwise, or conspiracy in restraint of trade or commerce within the State of Meridian is hereby declared to be unlawful. Any person who shall make any such contract or engage in any such combination or conspiracy shall be deemed guilty of a violation of this section.
Of particular relevance to the instant investigation, Section 75-21-3 of the Meridian Code specifically proscribes bid rigging in connection with public procurement. That section provides that it shall be unlawful for any person, in connection with any bid or proposal submitted to a governmental entity of the State of Meridian, to enter into any agreement, understanding, or arrangement with any other person regarding the price to be bid, the terms of any bid, or the identity of the successful bidder, with the purpose or effect of restraining competition among bidders. Section 75-21-3 was enacted in 2008 as an amendment to the original Meridian Antitrust Act and was specifically designed to address bid-rigging conduct in public procurement, a legislative priority following a series of procurement fraud investigations in the Meridian highway-construction sector.
The threshold for issuance of a CID under § 75-21-39 is the "reason to believe" standard. This standard is analogous to the federal reasonable-suspicion standard employed by the Federal Trade Commission and the Antitrust Division of the U.S. Department of Justice in connection with the issuance of civil investigative demands under the Antitrust Civil Process Act, 15 U.S.C. § 1312. Importantly, the "reason to believe" standard does not require the AG to demonstrate probable cause, nor does it require the AG to have established a prima facie case of a violation before issuing the demand. The standard is met where the AG possesses information sufficient to form a reasonable belief that a violation may have occurred, which is a relatively low evidentiary threshold.
The Meridian Antitrust Act closely mirrors the federal Sherman Antitrust Act, 15 U.S.C. § 1, in both its substantive prohibitions and its enforcement mechanisms. Meridian courts have historically followed federal precedent in construing the provisions of the state antitrust statute. See Meridian v. Southeast Concrete Suppliers, Inc., 412 Mer. 2d 318, 326 (Mer. Ct. App. 2014) ("In construing the Meridian Antitrust Act, we look to federal precedent interpreting the Sherman Act for guidance, as our Legislature enacted § 75-21-1 with the express intent to harmonize Meridian antitrust law with federal standards."). This interpretive framework has significant implications for the substantive defenses available to DEH and DFS, as discussed further in the forthcoming liability-exposure memorandum.
B. Standard for Enforcement and Quashal
Meridian courts have consistently held that civil investigative demands issued by the Attorney General under § 75-21-39 are entitled to a presumption of regularity and should be enforced unless the recipient demonstrates that the demand is: (a) overbroad and unduly burdensome in relation to the stated purpose of the investigation; (b) seeks information protected by a recognized privilege without providing adequate accommodation for the assertion and resolution of privilege claims; or (c) was issued in bad faith or for an improper purpose. See In re CID No. AG-2019-14422 (Gulf States Medical Supply, Inc.), 478 Mer. 2d 112, 119 (Mer. Ct. App. 2020); State ex rel. Atty. Gen. v. Coastal Asphalt Industries, LLC, 389 Mer. 2d 204, 213 (Mer. Sup. Ct. 2011).
The burden of demonstrating grounds for quashal rests squarely on the CID recipient. The threshold for judicial intervention is high, and courts afford the Attorney General broad investigative discretion in defining the scope of civil investigative demands. In Gulf States Medical Supply, the Meridian Court of Appeals emphasized that "the investigative stage is not the appropriate juncture for judicial micromanagement of the Attorney General's inquiry" and that "[t]he mere fact that compliance with a CID will be expensive or burdensome does not, standing alone, justify quashal." 478 Mer. 2d at 121. At the same time, courts have recognized that CID recipients are entitled to assert legitimate objections, and the AG's office is expected to engage in good-faith negotiations to resolve scope disputes before seeking judicial enforcement.
As a practical matter, our assessment is that a motion to quash the entire CID is not advisable. The CID is supported by a facially adequate statement of the AG's investigative basis, the temporal scope (January 2021 through December 2024) is reasonable in relation to the three fiscal-year bidding cycles at issue, and the majority of the requests seek information that is plainly relevant to a bid-rigging investigation. A motion to quash the entire CID would be unlikely to succeed, would delay the response timeline, and would signal an adversarial posture that could diminish the prospects for constructive scope negotiations with the AG's office. Instead, we recommend a strategy of targeted scope objections and negotiated narrowing with respect to specific categories of requests — particularly Document Requests 7 through 12 — while producing responsive materials on all other categories in a timely and cooperative manner.
C. Applicable Penalties and Remedies Under the Statute
A detailed analysis of DEH's and DFS's potential liability exposure will be provided in a separate memorandum currently under preparation. For present purposes, we note the following statutory penalties and remedies that are potentially applicable:
The Meridian Antitrust Act provides for civil penalties of up to $1,000,000 per violation under § 75-21-37. Given that the investigation encompasses fifteen (15) separate contract awards across five geographic lots and three fiscal-year bidding cycles, the theoretical maximum civil-penalty exposure is substantial. Additionally, § 75-21-9 authorizes injured purchasers — including the State of Meridian and its agencies — to recover treble damages for actual injury sustained as a result of antitrust violations. Meridian DOT, as the procuring agency, would be the primary potential treble-damages plaintiff. Finally, Meridian Code Ann. § 31-7-211 provides for debarment of contractors found to have engaged in bid rigging on public contracts, which would bar DFS from participating in future Meridian public-procurement opportunities for a period of up to five years.
The financial dimensions of this exposure are addressed in the forthcoming liability-exposure memorandum, which will also analyze the implications of the investigation for DEH's obligations under its existing credit facility with Pinnacle National Bank, N.A.
III. BACKGROUND — THE ALLEGED SCHEME
A. Nature of the Allegations
The CID sets forth the AG's preliminary theory of the alleged antitrust conspiracy in its prefatory "Statement of Investigative Basis." According to the AG, between approximately January 2021 and December 2024, DFS, Galloway Petroleum Corp., and Ridgeline Energy Partners LLC engaged in a scheme to rig bids on fuel-supply contracts issued by Meridian DOT through its competitive sealed-bid Request for Proposal ("RFP") process. The AG alleges that this scheme involved three principal categories of anticompetitive conduct:
(a) Bid Allocation. The respondents allegedly agreed among themselves, in advance of each bidding cycle, on which company would submit the lowest bid for particular contract lots, thereby predetermining the identity of the winning bidder for each lot.
(b) Complementary Bidding. The non-designated bidders allegedly submitted complementary — or intentionally high — "cover" bids on the lots allocated to another conspirator, creating the false appearance of competitive bidding while ensuring that the designated winner would prevail.
(c) Bid Rotation. The respondents allegedly rotated winning bids across successive contract cycles to ensure that each conspirator received a roughly equal share of aggregate contract value over the course of the conspiracy period, thereby distributing the spoils of the scheme equitably among the participants.
These three categories of conduct — bid allocation, complementary bidding, and bid rotation — are classic hallmarks of a bid-rigging conspiracy and constitute per se violations of both the federal Sherman Act and the Meridian Antitrust Act. If proven, the alleged conduct would not be subject to a rule-of-reason analysis; the AG would need to establish only that an agreement existed and that the respondents participated in it.
We note at the outset that the AG's theory, as described in the CID, is stated in general terms and does not identify specific communications or documents that purportedly evidence the alleged agreement. The AG relies instead on statistical bidding-pattern analysis and information from a confidential informant, as discussed below. The absence of specific documentary evidence in the CID does not, however, diminish the seriousness of the investigation. Bid-rigging cases are frequently built on circumstantial evidence — particularly statistical analysis — supplemented by cooperating-witness testimony.
B. AG's Evidentiary Basis (As Described in CID)
The CID's Statement of Investigative Basis identifies three categories of evidence that the AG contends support the "reason to believe" threshold for issuance of the demand:
Statistical Analysis of Bidding Patterns. The AG states that its Antitrust Division has conducted a statistical analysis of bidding patterns across fifteen (15) separate contract awards, comprising five geographic lots across three fiscal-year bidding cycles (FY 2022, FY 2023, and FY 2024). According to the CID, this analysis revealed patterns of bid pricing and bid-winner rotation that are statistically inconsistent with independent competitive bidding. Although the CID does not disclose the specific statistical methodology employed or the particular patterns identified, this type of analysis is a standard investigative tool in bid-rigging cases and, depending on its rigor, can constitute powerful circumstantial evidence of collusion.
Communications Obtained from a Confidential Informant. The CID states that the AG's office has obtained communications from a confidential informant whose identity is not disclosed in the CID. The CID does not specify the nature or content of these communications, nor does it identify the confidential informant's relationship to the respondents or the alleged conspiracy. The existence of a confidential informant is a significant development, as it suggests that a participant in or witness to the alleged scheme may be cooperating with the AG's investigation. The informant's identity and the substance of the communications provided to the AG will be critical to understanding the strength of the AG's case and to developing an effective defense strategy.
Pricing Data from Meridian DOT Procurement Records. The CID states that the AG has obtained and reviewed pricing data from Meridian DOT procurement records, including the actual bid submissions of all bidders on the fuel-supply contracts at issue. This data is publicly available through Meridian's procurement-transparency statutes and would provide the raw material for the statistical analysis referenced above.
C. Relevant Contracts
The fuel-supply contracts at issue are among the largest recurring procurement obligations of the Meridian State Department of Transportation. Meridian DOT awards fuel-supply contracts on a fiscal-year basis through a competitive sealed-bid RFP process. The contracts cover the supply of diesel fuel and unleaded gasoline for the state's vehicle fleet, which consists of approximately 12,000 vehicles consuming approximately 38 million gallons of fuel per year. The contracts are divided into five geographic lots corresponding to the five geographic regions of the state:
The total annual contract value across all five lots was approximately $125.40 million in FY 2023. Contract values in FY 2022 and FY 2024 were comparable, adjusted for fluctuations in fuel commodity prices.
DFS's participation in the Meridian DOT fuel-supply program during the period at issue was substantial. According to DEH's internal records, DFS was awarded the following lots during the three fiscal years under investigation:
• FY 2022: Lots B (Central Meridian) and D (Eastern Meridian)
• FY 2023: Lots A (Northern Meridian) and E (Western Meridian)
• FY 2024: Lots B (Central Meridian) and D (Eastern Meridian)
The aggregate value of DFS's awarded contracts across these three fiscal years was approximately $198.6 million. This figure represents a significant portion of DFS's Southeastern U.S. government-contracts revenue and underscores the materiality of the Meridian DOT relationship to DFS's business operations.
The AG's theory of bid rotation is presumably based, in part, on the observation that DFS alternated between different lot combinations across successive fiscal years — winning Lots B and D in FY 2022, switching to Lots A and E in FY 2023, and returning to Lots B and D in FY 2024. Whether this pattern is consistent with competitive market dynamics or suggestive of collusive coordination is a factual question that will require expert economic analysis, as discussed in Section IX below.
D. Co-Respondents
Two companies are identified as co-respondents in the AG's investigation alongside DEH and DFS:
Galloway Petroleum Corp. Galloway is a Delaware corporation headquartered at 2255 Commerce Park Drive, Suite 800, Birmingham, Alabama 35244. Galloway is a substantial fuel-distribution company with annual revenue of approximately $1.45 billion (FY 2024) and approximately 2,100 employees. Galloway's Chief Executive Officer is Richard "Rick" Ellerbee. The CID identifies Constance Barlow, Galloway's Vice President of Sales, as a named participant in the alleged coordination with DFS and Ridgeline personnel. Galloway is represented in this matter by Whitfield, Strauss & DeVane LLP, with the lead partner on the engagement being Gregory Whitfield. Whitfield, Strauss & DeVane's offices are located at 420 20th Street North, Suite 1600, Birmingham, Alabama 35203.
Ridgeline Energy Partners LLC. Ridgeline is a Georgia limited liability company headquartered at 600 Peachtree Industrial Blvd, Suite 450, Duluth, Georgia 30097. Ridgeline is a mid-market fuel-distribution company with annual revenue of approximately $680 million (FY 2024) and approximately 850 employees. Ridgeline's Managing Partner is Jonas Hartwick. The CID identifies Elaine Pruitt, Ridgeline's Director of Business Development, as a named participant in the alleged coordination. The CID indicates that Ridgeline is named as a participant in the FY 2022–2023 and FY 2023–2024 bidding cycles. Ridgeline is represented in this matter by Archer Colby LLP, with the lead partner on the engagement being Diane Colby. Archer Colby's offices are located at 191 Peachtree Street NE, Suite 3200, Atlanta, Georgia 30303.
The involvement of two co-respondents with separate counsel creates both opportunities and complexities. As discussed in Section VII.E, we recommend exploring the formation of a joint-defense or common-interest agreement with co-respondent counsel to coordinate legal strategy, align objections, and ensure consistency in privilege assertions, while preserving each party's individual privilege and autonomy.
E. Key Personnel at DEH/DFS
The following individuals at DEH and DFS have been identified as key personnel relevant to the CID response and the underlying investigation:
• Patricia Aldridge, SVP & General Counsel, DEH. Ms. Aldridge serves as the senior legal officer for DEH and its subsidiaries, including DFS. She has oversight of all legal matters, including regulatory compliance, government-contracts matters, and the current investigation. Ms. Aldridge is the primary client contact for Calderwood & Harkness's engagement.
• Malcolm Haverford, CEO, DEH. Mr. Haverford is the chief executive of the Dunmore Energy Holdings corporate family. While he is not believed to have been directly involved in the Meridian DOT bidding process, his communications may contain information relevant to corporate strategy and bid-approval decisions at the holding-company level.
• Deepa Narayan, CFO, DEH. Ms. Narayan oversees financial reporting and capital allocation for DEH and its subsidiaries. Her files may contain financial analyses related to the Meridian DOT contracts and bid-margin assessments.
• Terrence "Terry" Kinloch, VP, Government Contracts, DFS. Mr. Kinloch directly oversaw the Meridian DOT bidding process for DFS during the entire period at issue. He is the individual with the most comprehensive knowledge of DFS's bidding practices, competitive strategy, and contacts with competitor personnel. He is a key custodian for document collection and a likely designee for the corporate-representative oral examination.
• Sandra Ochoa, Director of Pricing & Analytics, DFS. Ms. Ochoa leads DFS's pricing-analytics function and was responsible for developing the pricing models and margin calculations used in DFS's Meridian DOT bids. She is a key custodian and a likely designee for the pricing-methodology component of any corporate-representative testimony.
• Nolan Prescott, Regional Sales Manager, Southeastern U.S., DFS. Mr. Prescott is responsible for DFS's customer relationships and regional coordination in the Southeastern United States, including Meridian. He interacts regularly with counterparts at both Galloway and Ridgeline in the normal course of business and is a key custodian for competitor-communications documents.
Litigation-hold notices were issued to all six individuals on September 5, 2025, with detailed instructions regarding the preservation of all potentially relevant documents, communications, and electronically stored information. Acknowledgment of receipt and compliance has been received from all six custodians as of the date of this memorandum.
F. AG's Office Personnel
The following individuals at the Meridian Attorney General's Office have been identified as the key personnel responsible for the investigation:
• Hon. Carolyn Fisk, Attorney General of the State of Meridian.
• Derek Montague, Senior Assistant Attorney General, Chief of the Antitrust Division. Mr. Montague oversees all antitrust investigations and enforcement actions conducted by the AG's office. He is likely the senior decision-maker on the investigation team.
• Alicia Brennan, Assistant Attorney General, Antitrust Division. Ms. Brennan is identified in the CID as the lead investigator and trial counsel assigned to the matter. All correspondence and communications regarding the CID response should be directed to Ms. Brennan.
• Office Address: Office of the Attorney General, Antitrust Division, 500 Capitol Avenue, Suite 300, Baxter City, Meridian 39201.
IV. DETAILED ANALYSIS OF CID REQUESTS
This section provides a request-by-request analysis of the CID's twenty-four document requests (organized into five categories), six interrogatories, and oral-examination demand. For each category or individual request, we assess the scope and relevance of the demand, identify available objections, and provide a recommended course of action.
A. Document Requests (24 Total)
Category 1: Requests 1–6 — Bid Submissions and Analyses
Substance. Requests 1 through 6 seek all bid submissions, price proposals, and supporting analyses submitted by DFS to Meridian DOT for fuel-supply contracts from January 1, 2021 through December 31, 2024. The requests encompass not only the final bid submissions themselves but also internal drafts, revisions, approval memoranda, and any analyses prepared in connection with the development of DFS's bids. Request 1 targets the final bid submissions; Request 2 seeks all drafts and internal revisions of bid proposals; Request 3 seeks bid-approval memoranda and authorization chains; Request 4 targets pricing worksheets and margin calculations prepared in connection with specific bids; Request 5 seeks any post-submission analyses of bid outcomes; and Request 6 seeks any correspondence with Meridian DOT regarding the bid submissions.
Scope Assessment. These requests are relatively narrow and clearly relevant to the core subject matter of the AG's investigation. The documents sought go directly to the substance of DFS's bidding activity on the Meridian DOT fuel-supply contracts and the internal analytical processes that informed DFS's bid pricing. In any bid-rigging investigation, the respondent's actual bid submissions and the internal analyses that preceded them are among the most important categories of evidence, as they may reveal whether bid pricing was determined independently or was influenced by coordination with competitors.
Objections. Objections to this category of requests are minimal. These documents are core to the investigation and would be extremely difficult to resist on relevance or proportionality grounds. We recommend preserving a standard privilege objection with respect to any bid-related communications that included in-house counsel Patricia Aldridge, to the extent that such communications reflect the provision or receipt of legal advice regarding the bidding process or regulatory compliance. We also recommend preserving a general confidentiality objection regarding the proprietary nature of DFS's bid-pricing methodologies, subject to the entry of a protective order.
Recommendation. Produce responsive documents with limited objections. The responsive universe for this category should include all RFP responses, pricing worksheets, margin calculations, bid-approval chains and authorization memoranda, final bid submissions, and any correspondence with Meridian DOT regarding the bids. DFS's Government Contracts group, under the oversight of Terrence Kinloch, should be the primary source for these materials. Sandra Ochoa's files should also be reviewed for pricing worksheets and analytical models. We anticipate that the volume of responsive documents in this category will be manageable, as the documents are likely well-organized within DFS's Government Contracts filing system and the FuelPricer database.
Category 2: Requests 7–12 — Communications with Competitors
Substance. Requests 7 through 12 seek all communications between DFS personnel and employees of Galloway Petroleum Corp. and/or Ridgeline Energy Partners LLC during the period from January 1, 2021 through December 31, 2024, "regardless of subject matter." Request 7 broadly targets all email communications; Request 8 targets text messages, instant messages, and communications via messaging platforms (including Northgate Data Systems, Meridian Services Inc., and similar applications); Request 9 targets voicemail recordings and transcripts; Request 10 seeks written correspondence, including letters, faxes, and memoranda; Request 11 seeks communications exchanged through shared platforms, portals, or industry-association channels; and Request 12 targets any other form of communication not encompassed by the preceding requests.
Scope Assessment. This is the broadest and most problematic category of document requests in the CID. The phrase "regardless of subject matter" renders these requests facially overbroad by sweeping in all communications with competitor personnel regardless of whether those communications have any connection to the Meridian DOT fuel-supply contracts, fuel pricing, bidding strategy, or any other topic relevant to the AG's investigation.
Factual Basis for Objection. DFS has legitimate and well-documented business relationships with both Galloway and Ridgeline that are entirely independent of the Meridian DOT procurement process. These relationships include, among other things:
• Pipeline-Capacity Sharing Arrangements. DFS and Galloway are parties to a pipeline-capacity sharing agreement under which the companies coordinate the allocation of pipeline capacity on certain common-carrier pipelines in the Gulf Coast region. Communications between DFS and Galloway personnel regarding pipeline scheduling, capacity nominations, and throughput allocations are routine business communications that have no bearing on the Meridian DOT bidding process.
• Industry-Association Governance. DFS, Galloway, and Ridgeline personnel participate jointly in governance activities of the Southern Fuel Distributors Association ("SFDA"), including committee service and board participation. Communications among company representatives regarding SFDA governance matters — including meeting scheduling, agenda preparation, and association policy discussions — are routine and unrelated to the Meridian DOT contracts.
• Routine Commercial Interactions. DFS personnel interact with Galloway and Ridgeline employees in the ordinary course of business in connection with supply-chain logistics, terminal operations, and other matters unrelated to competitive bidding in the State of Meridian.
Requiring production of all communications between DFS and Galloway/Ridgeline personnel — including the categories described above — would be unduly burdensome and disproportionate to the legitimate needs of the investigation. The request, as drafted, would capture a vast quantity of plainly irrelevant material and impose substantial review costs on the respondents without advancing the AG's stated investigative objectives.
Estimated Volume Impact. Communications with Galloway and Ridgeline personnel are expected to constitute a significant portion of the approximately 604,000-document universe identified across the five key custodians. This is particularly true for custodians Kinloch, Ochoa, and Prescott, each of whom interacts regularly with counterparts at both competitor companies in the normal course of business. An initial assessment suggests that communications with Galloway and Ridgeline personnel may account for as many as 85,000 to 120,000 documents across the five custodians, the vast majority of which concern pipeline operations, industry-association activities, or other non-Meridian DOT matters.
Recommended Objection. We recommend that the CID response assert a specific objection to Requests 7 through 12 as overbroad and unduly burdensome, and propose a narrowed scope for these requests. Specifically, we propose to limit production of competitor communications to those concerning:
(i) Meridian DOT contracts, procurement, or the RFP process;
(ii) Fuel pricing, fuel supply, or bid strategy in the State of Meridian;
(iii) Any meetings, telephone calls, or gatherings at which fuel pricing, customer allocation, or competitive bidding was discussed; and
(iv) Communications occurring within a defined window — specifically, the sixty (60) days preceding and thirty (30) days following each Meridian DOT RFP submission deadline during the relevant period.
This proposed narrowing would preserve the AG's access to all competitor communications that are relevant to the investigation while eliminating the substantial burden of reviewing and producing tens of thousands of documents that plainly have no bearing on the alleged bid-rigging scheme.
Recommendation. Raise this objection in the CID response and propose resolution through a meet-and-confer with the AG's office. A negotiated narrowing is strongly preferable to a motion to quash, which would delay the response timeline, introduce adversarial dynamics with the AG's office, and invite judicial scrutiny of the broader CID response. In our experience, the Meridian AG's Antitrust Division has been willing to engage in constructive scope negotiations, and we are cautiously optimistic that a reasonable narrowing can be achieved through informal discussion. We recommend scheduling the meet-and-confer for mid-October 2025, following the anticipated extension of the response deadline.
Category 3: Requests 13–18 — Pricing Analyses and Competitive intelligence
Substance. Requests 13 through 18 seek internal pricing analyses, margin calculations, and competitive-intelligence reports prepared by DFS in connection with Meridian DOT fuel-supply bids. Request 13 targets pricing models and spreadsheets used to develop bid pricing; Request 14 seeks margin-calculation reports and profitability analyses for Meridian DOT contracts; Request 15 targets market-research reports and commodity-price analyses used in bid development; Request 16 seeks competitive-intelligence reports regarding the pricing strategies, market positions, or bidding behavior of competitors; Request 17 targets presentations or reports regarding DFS's competitive position in the Meridian fuel-supply market; and Request 18 seeks any benchmarking analyses comparing DFS's bid pricing to competitor pricing or to market indices.
Scope Assessment. These requests are relevant and reasonably scoped. The documents sought go directly to the core factual question of whether DFS's bid pricing on the Meridian DOT contracts was independently determined through legitimate competitive analysis or was coordinated with competitors. Internal pricing analyses and competitive-intelligence reports are among the most probative categories of evidence in a bid-rigging investigation, as they may reveal the analytical inputs and decision-making processes that drove DFS's pricing decisions.
Sensitivity. This category of documents presents significant confidentiality concerns. DFS's competitive-intelligence materials may contain proprietary pricing models, trade-secret methodologies, and commercially sensitive market data that, if disclosed publicly or to competitors, could cause substantial competitive harm to DFS. The FuelPricer database, in particular, incorporates proprietary algorithms and pricing-optimization tools that represent significant intellectual property. Additionally, competitive-intelligence reports may reveal the sources and methods by which DFS gathers competitive information, the disclosure of which could compromise DFS's competitive position.
Objections. We recommend preserving objections regarding trade-secret and proprietary-information protections, and requesting the entry of a protective order before any production of highly sensitive pricing models, competitive-intelligence methodologies, or other commercially confidential materials. The protective order should include provisions for the designation of materials as "Confidential" and "Highly Confidential — Attorneys' Eyes Only," with appropriate restrictions on disclosure, use, and reproduction.
Recommendation. Produce responsive documents subject to confidentiality protections. During the review process, particular attention should be paid to any documents that might reveal the accuracy or specificity of DFS's knowledge of competitors' actual pricing — for example, competitive-intelligence reports that reflect DFS's awareness of the precise bid prices submitted by Galloway or Ridgeline on prior contract cycles. Such documents could be both inculpatory (if they suggest access to non-public competitor pricing) and relevant to the defense (if they demonstrate that DFS's competitive analysis was based solely on publicly available information or legitimate competitive-intelligence gathering).
Category 4: Requests 19–22 — Competitor Meetings and Contacts
Substance. Requests 19 through 22 seek documents reflecting any meetings, telephone calls, or other contacts between DFS personnel and competitor personnel concerning fuel pricing, customer allocation, or bid strategy in the State of Meridian. Request 19 targets meeting agendas, invitations, and attendance records; Request 20 seeks notes, memoranda, or summaries of meetings or calls with competitor personnel; Request 21 targets travel records and expense reports reflecting travel to locations where meetings with competitor personnel occurred; and Request 22 seeks calendar entries reflecting scheduled meetings, calls, or contacts with competitor personnel.
Scope Assessment. This category is narrower than Category 2 because it is limited to contacts "concerning fuel pricing, customer allocation, or bid strategy" — a subject-matter limitation that appropriately focuses the requests on the topics relevant to the AG's investigation. Unlike the "regardless of subject matter" formulation in Requests 7 through 12, this limitation makes the requests defensible in scope.
Sensitivity. The documents sought in this category — calendar entries, meeting agendas, travel records, expense reports, and follow-up notes — are among the most sensitive in any bid-rigging investigation. In-person meetings between competitor personnel are a hallmark of collusive coordination, and the AG will scrutinize any evidence of face-to-face contact between DFS and Galloway/Ridgeline representatives, particularly in proximity to Meridian DOT RFP deadlines. Calendar entries and travel records may reveal patterns of in-person meetings that correspond to bidding cycles, which the AG would use to support the inference of collusive coordination.
Objections. Standard privilege, proportionality, and confidentiality objections should be preserved, but no overbreadth objection is warranted for this category. The subject-matter limitation renders the requests appropriately tailored to the investigation.
Recommendation. Produce responsive documents. Instruct custodians — particularly Terrence Kinloch, who is the individual most likely to have had in-person contact with competitor personnel regarding Meridian-related topics — to conduct thorough searches of their calendar entries, email files, and paper files for any meeting notes, follow-up communications, or other records associated with identified competitor contacts. If any custodian identifies meetings or contacts that could be characterized as involving fuel pricing or bid strategy, those documents should be flagged for immediate review by the Calderwood & Harkness team before production.
Category 5: Requests 23–24 — Organizational Information
Substance. Requests 23 and 24 seek corporate organizational charts, reporting structures, and job descriptions for all DFS personnel involved in the Meridian DOT bidding process. Request 23 targets organizational charts and reporting-line documentation for the DFS Government Contracts, Pricing & Analytics, and Regional Sales groups; Request 24 seeks job descriptions and position summaries for all DFS personnel who participated in the preparation, review, approval, or submission of bids on Meridian DOT fuel-supply contracts.
Scope Assessment. These requests are narrow and administrative in nature. Organizational charts, reporting structures, and job descriptions are standard components of any investigation involving a corporate entity and impose minimal burden on the respondent. The AG seeks this information to understand the organizational context in which the bidding process occurred and to identify the chain of authority for bid-related decisions.
Objections. No substantive objections are warranted.
Recommendation. Produce without objection. DFS's Human Resources department should be able to compile the responsive materials promptly. We recommend requesting that HR provide current organizational charts as well as any historical charts that reflect the organizational structure during the relevant period (January 2021 through December 2024), to the extent that organizational changes occurred during that time.
B. Interrogatories (6 Total)
Interrogatories 1–3: Identification of Personnel
Substance. Interrogatories 1 through 3 seek the identification of all DFS employees who participated in the preparation or submission of Meridian DOT bids during the relevant period, their specific roles in the bidding process, and the identity and title of their direct supervisors. Interrogatory 1 requests a list of all employees who participated in any aspect of the bid-preparation or bid-submission process; Interrogatory 2 requests a description of each identified employee's specific role and responsibilities in connection with the bidding process; and Interrogatory 3 requests the identity, title, and department of each identified employee's direct supervisor during the relevant period.
Assessment. These are straightforward factual interrogatories that call for identification information that is within DFS's knowledge and records. Responding to these interrogatories will require coordination between DFS's Human Resources department, which maintains employee records and organizational-hierarchy data, and the Government Contracts group under Terrence Kinloch, which has operational knowledge of the individuals who participated in the Meridian DOT bidding process.
Based on our preliminary discussions with Ms. Aldridge and Mr. Kinloch, the key individuals expected to be identified in response to these interrogatories include:
• Terrence Kinloch, VP, Government Contracts — overall oversight of the bid-preparation and bid-submission process, including bid-strategy decisions, final pricing approval, and submission authorization.
• Sandra Ochoa, Director of Pricing & Analytics — development of pricing models, margin calculations, and cost analyses used in bid development; operation of the FuelPricer database.
• Nolan Prescott, Regional Sales Manager, Southeastern U.S. — customer-relationship management for Meridian DOT, regional market intelligence, and coordination of delivery logistics.
Additional bid-team members — including analysts, logistics coordinators, and administrative personnel who assisted in bid preparation — will need to be identified through consultation with Kinloch and Ochoa.
Recommendation. Prepare verified responses in coordination with DFS's HR and Government Contracts departments. The responses should be comprehensive, as any material omission could be viewed as evasive or incomplete. We recommend having the draft responses reviewed by Kinloch before verification to ensure accuracy and completeness.
Interrogatory 4: Competitor Communications
Substance. Interrogatory 4 seeks the identification of all DFS employees who had communications with Galloway Petroleum Corp. or Ridgeline Energy Partners LLC personnel during the relevant period, and a description of the "substance" of those communications.
Assessment. This is the most sensitive of the six interrogatories. The identification component is relatively straightforward, but the "substance" component — which requires narrative descriptions of the content of communications with competitor personnel — presents significant strategic risks. Providing detailed narrative descriptions of communications before the full documentary record has been reviewed and analyzed would risk creating admissions or characterizations that could later be used against DFS, particularly if the descriptions are incomplete, imprecise, or inconsistent with the documentary evidence. Moreover, the interrogatory's demand for the "substance" of all communications with competitors during a four-year period is extraordinarily broad, encompassing thousands of individual communications on a wide range of topics.
Objections. We recommend objecting to the "substance" component of Interrogatory 4 as overbroad and as calling for premature characterization of documents that will themselves be produced in response to the document requests. The objection should note that requiring narrative descriptions of the substance of potentially thousands of communications is unduly burdensome and disproportionate to the investigation's needs, particularly where the underlying communications will be produced in documentary form under Document Requests 7 through 12 (as narrowed). We should offer, as an alternative, to identify the DFS employees who had communications with Galloway or Ridgeline personnel during the relevant period, and to note that the substance of those communications will be ascertainable from the responsive documents produced under the corresponding document requests.
Recommendation. Provide identification of employees who had communications with competitor personnel during the relevant period. Object to the "substance" component and note that responsive documents will be produced under Document Requests 7 through 12 (as narrowed) that will enable the AG to assess the content of those communications. If the AG insists on narrative descriptions, we should propose limiting the response to communications concerning fuel pricing, bid strategy, or Meridian DOT procurement — consistent with the narrowed scope proposed for Document Requests 7 through 12.
Interrogatory 5: Pricing Methodology
Substance. Interrogatory 5 seeks a detailed description of DFS's pricing methodology for fuel-supply bids submitted to Meridian DOT, including the inputs, models, databases, and analytical tools used in developing bid pricing, and the process by which bid prices were reviewed, approved, and finalized.
Assessment. This interrogatory requires a thorough and carefully crafted response that accurately describes DFS's pricing process. The response should address, at a minimum, the following elements of DFS's pricing methodology: (i) the use of the FuelPricer database, which is DFS's proprietary pricing-optimization tool; (ii) the market-index benchmarks used to anchor bid pricing, including OPIS (Oil Price Information Service) and Platts commodity-price indices; (iii) DFS's internal margin targets and the factors considered in setting those targets; (iv) the incorporation of transportation and delivery costs specific to each geographic lot; (v) volume-based pricing adjustments reflecting economies of scale; and (vi) the internal review and approval process, including the roles of Ochoa (pricing-model development), Kinloch (pricing-strategy review and approval), and Prescott (regional-market input).
Strategic Consideration. This response will be central to the "independent pricing" defense — the argument that DFS's bid pricing was determined independently through a rigorous, market-driven analytical process, rather than through coordination with competitors. The response should emphasize the objectivity and independence of DFS's pricing inputs (publicly available market indices, verifiable transportation costs, standard margin targets) and the analytical rigor of DFS's pricing process (proprietary database, multi-factor optimization model, multi-level review and approval chain). The response should also describe any competitive-dynamics factors that might explain bidding patterns — such as differences in transportation costs across geographic lots, which would naturally lead different suppliers to be more competitive in different regions.
Recommendation. Prepare a thorough and detailed response in close coordination with Sandra Ochoa and Terrence Kinloch. The response should be reviewed by Calderwood & Harkness before finalization to ensure that it accurately reflects DFS's pricing process, supports the independent-pricing defense, and does not contain inadvertent admissions or characterizations that could be used against DFS. The response should emphasize the independence and rigor of DFS's pricing process without overstating or embellishing.
Interrogatory 6: Trade Association Memberships
Substance. Interrogatory 6 seeks the identification of all trade-association memberships held by DFS as an entity and by DFS employees in their individual capacities, including the names of the associations, the nature of DFS's or the employee's participation (e.g., board membership, committee service, conference attendance), and the dates of membership or participation.
Assessment. This interrogatory is of relatively low sensitivity. Trade-association participation is a lawful and common business practice, and membership in industry associations does not give rise to any inference of anticompetitive conduct. However, the AG may use this information to identify venues at which DFS personnel may have had contact with Galloway or Ridgeline representatives — particularly industry conferences, trade shows, committee meetings, or social events at which competitor personnel were present. Such contacts, while not inherently improper, could be used by the AG to support the theory that DFS had opportunities to engage in the alleged coordination.
Recommendation. Produce a complete and accurate list of all trade-association memberships and participation. In preparing the response, DFS should review its records to identify any industry events — conferences, trade shows, committee meetings, board sessions — attended by DFS personnel at which Galloway or Ridgeline representatives were also present or likely present. This information should be compiled for internal review and assessment by the Calderwood & Harkness team, even if not specifically requested by the interrogatory.
C. Oral Examination Demand
The CID demands that DFS designate one or more corporate representatives, pursuant to procedures analogous to Federal Rule of Civil Procedure 30(b)(6), to testify under oath regarding three broadly defined topics: (i) DFS's bidding practices on Meridian DOT fuel-supply contracts, including the process by which bids are developed, reviewed, approved, and submitted; (ii) DFS's pricing methodology, including the inputs, models, and analytical tools used in bid-price development; and (iii) DFS's communications and contacts with competitors, including the nature, frequency, and substance of any communications with Galloway and/or Ridgeline personnel during the relevant period.
No specific date for the oral examination has been set in the CID. The AG's office has indicated informally — through a brief telephone exchange between Ms. Brennan and Ms. Aldridge on August 26, 2025 — that it anticipates scheduling the examinations after reviewing the respondents' document productions.
Assessment. The oral examination is potentially the highest-risk component of the CID response. Under Meridian law, testimony given by a designated corporate representative in response to a CID oral-examination demand constitutes a binding admission of the corporate entity on the topics for which the representative is designated. Unlike a deposition of a fact witness in civil litigation, where the testimony binds only the individual, corporate-representative testimony under a CID binds the company itself. This means that any inaccurate, incomplete, or improvident statements by the designated representative could be used directly against DFS in any subsequent enforcement action or civil litigation.
Preparation Requirements. The designated witness or witnesses must be thoroughly prepared on all topics identified in the CID. Preparation should include comprehensive review of all documents produced in response to the CID, detailed briefings on DFS's pricing methodology and bidding process, and extensive mock-examination sessions covering anticipated lines of questioning. Based on the three topic areas identified in the CID, the likely designees are:
• Terrence Kinloch — for topics (i) and (iii): bidding practices, bid-development process, and communications/contacts with competitors. Kinloch is the individual with the most comprehensive operational knowledge of DFS's Meridian DOT bidding activity and is the individual most likely to have had direct contact with Galloway and Ridgeline personnel regarding fuel-supply matters.
• Sandra Ochoa — for topic (ii): pricing methodology, including the FuelPricer database, market-index benchmarks, margin targets, transportation-cost inputs, and the analytical process by which bid prices are developed and optimized.
Recommendation. Do not propose specific examination dates in the initial CID response. Instead, indicate DFS's willingness to make corporate representatives available for examination at a mutually convenient time following the AG's review of the document productions, and request at least thirty (30) days' advance notice prior to any scheduled examination. This approach preserves DFS's cooperative posture while ensuring that the representatives are not examined before the document-production process is substantially complete — a sequence that could prejudice DFS by requiring testimony before the full documentary record is available for preparation.
We recommend beginning informal preparation of Kinloch and Ochoa immediately — not for the examination itself, which will not occur for several months, but to assess their witness readiness, identify potential vulnerabilities in their knowledge or recollections, and begin the process of refreshing their memories regarding the relevant events and decisions. Early assessment of witness preparedness will also inform DFS's strategic decisions regarding the scope and substance of its CID response.
V. PRIVILEGE CONSIDERATIONS
A. Attorney-Client Privilege
Certain documents responsive to the CID will be protected by the attorney-client privilege. This privilege protects confidential communications between DFS/DEH personnel and counsel — both in-house and outside — made for the purpose of seeking or providing legal advice.
The following categories of communications are expected to fall within the scope of the attorney-client privilege:
• Communications with In-House Counsel. Communications between DFS personnel (including Kinloch, Ochoa, Prescott, and others) and Patricia Aldridge, SVP and General Counsel of DEH, regarding bidding strategy, contract compliance, regulatory requirements, and the current investigation. Ms. Aldridge has served as general counsel throughout the relevant period, and her files are likely to contain a substantial volume of privileged communications reflecting legal advice provided in connection with the Meridian DOT bidding process and related compliance matters.
• Communications with Calderwood & Harkness LLP. All communications between DFS/DEH personnel and Calderwood & Harkness LLP from August 25, 2025 forward — the date of Ms. Aldridge's initial contact with the firm — are privileged. These communications include the initial engagement discussions, factual information provided by the client for the purpose of obtaining legal advice, and all legal analyses and strategic recommendations provided by the firm.
Potential Issue — Forwarding of Privileged Communications. During the document-review process, attention must be paid to instances in which DFS personnel may have forwarded privileged communications — such as legal advice from Ms. Aldridge regarding bid submissions, procurement compliance, or contract terms — to non-lawyer recipients within DFS for implementation purposes. The question of whether such forwarding preserves or waives the attorney-client privilege is a fact-specific inquiry under Meridian law. Meridian courts have generally followed the "need-to-know" or "functional equivalent" doctrine, under which the privilege is preserved when a communication is shared with non-lawyer corporate employees who need the information to effectuate the legal advice. However, widespread dissemination of privileged communications beyond those with a need to know may constitute a waiver. This issue will require case-by-case analysis during the privilege-review process.
B. Work-Product Doctrine
The work-product doctrine protects documents and tangible things prepared in anticipation of litigation or for trial by or for a party or its representative. The following categories of materials are expected to qualify for work-product protection:
• Post-CID Analyses. Internal legal analyses, litigation-strategy documents, case-assessment memoranda, and attorney mental impressions prepared by Calderwood & Harkness LLP and by DEH's in-house legal team in anticipation of the current investigation and any related enforcement action or civil litigation. These materials — including the present memorandum — are protected as work product from the date of the CID's issuance (August 22, 2025) forward.
• Pre-Investigation Compliance Analyses. Analyses prepared by Ms. Aldridge's office regarding Meridian procurement compliance, antitrust-risk assessments, and related topics may also qualify as work product if they were prepared in anticipation of potential litigation or regulatory scrutiny. Whether particular pre-CID documents qualify as work product will depend on whether they were prepared "because of" the prospect of litigation, as opposed to in the ordinary course of business. This determination requires fact-specific analysis and may be contested by the AG.
C. Privilege Log Requirements
A privilege log must be prepared and produced in connection with the CID response, in accordance with Meridian Rule of Civil Procedure 26(b)(5) and any applicable procedural requirements under the CID statute. The privilege log must be sufficiently detailed to allow the AG's office to assess each privilege assertion without revealing the substantive content of the privileged communication. The following fields should be included for each withheld document:
The privilege log should be prepared concurrently with the document review to ensure completeness and accuracy. We recommend that all privilege determinations be reviewed by a senior Calderwood & Harkness attorney before the log is finalized and produced.
VI. PROPORTIONALITY AND BURDEN ANALYSIS
A. Estimated Data Volumes
Five key custodians have been identified for purposes of document preservation and collection. The estimated data volumes for each custodian, based on preliminary assessments conducted by DEH's Information Technology department in coordination with Brindoval Analytics LLC, are as follows:
These estimates include email (Drayton Solutions mailboxes and archived email), files stored on local hard drives and network shares, Northgate Data Systems chats and files, and documents stored in Aldermere Systems and Cobalt Ridge Systems. The estimates do not include mobile-device data (text messages, Meridian Services Inc. messages, and other messaging-application content), which will be collected separately and is expected to add additional volume, particularly for Kinloch and Prescott.
The total estimated document universe of a