Dear Miriam,
I am writing in connection with *Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc.*, Supreme Court of the State of New York, New York County, Commercial Division, Index No. 654321/2024, Part 49 (Hon. Eleanor M. Ricci) (C&H Matter No. 1022-00005), to coordinate logistics for the upcoming deposition of Helena Bright. As you know, Ms. Bright serves as Chief Financial Officer of Northgate Telecommunications PLC and is currently scheduled to be deposed on February 18, 2025, by commission in London, England. Ms. Bright is based at Northgate's headquarters at 14 Cavendish Square, London W1G 0BX, United Kingdom, and is not subject to the subpoena power of the New York courts, necessitating the commission procedure. I wanted to raise a number of logistical items below so that we can get things lined up well in advance of that date.
**1. Commission Application**
Calderwood & Harkness intends to prepare a proposed commission or letters rogatory application for submission to Justice Ricci. Before we do so, I wanted to ask whether Hargrove, Deluca & Stein has any objection to the form of the commission or whether the parties might instead submit a joint stipulation and proposed order authorizing the deposition to be taken on open commission in London. Given that both sides appear to agree on the need for Ms. Bright's testimony, a stipulated proposed order submitted to Part 49 would avoid the need for a contested motion and would be the more efficient path. We would be happy to prepare an initial draft and circulate it to you for comment.
With the deposition approximately six weeks out, the commission application should be submitted promptly. I would propose that we aim to file the stipulated order (or, if necessary, the application) by January 17, 2025, to allow adequate time for the court's review and issuance. Please let me know if that timeline presents any difficulties on your end.
**2. Venue / Location**
We propose that the deposition take place at Northgate's London headquarters, 14 Cavendish Square, London W1G 0BX. Northgate will make a conference room available for the proceeding. If Meridian's counsel would prefer an alternative neutral location independent of the witness's employer, we are happy to arrange a conference facility through Calderwood & Harkness's London affiliates. Please let us know your preference.
**3. Anticipated Topics / Scope**
We understand that Ms. Bright's testimony will likely focus on financial and budget matters, including but not limited to: Northgate's capital expenditure decisions for the US fiber segment (specifically the NFA FY2024 capex budget of $340 million); the financial impact of the MCA termination; the decision to engage Crestline Construction Group Inc. as the replacement contractor (contract price of $712 million, executed June 10, 2024); excess completion cost calculations ($81.7 million, representing the difference between the Crestline contract price and the $630.3 million remaining unperformed MCA value); retainage held ($56,966,667); total payments made to Meridian ($512.7 million); and related financial topics.
As a matter of course, Calderwood & Harkness will instruct the witness not to answer questions that call for attorney-client privileged communications, consistent with our existing privilege objections in this matter. We specifically reserve the right to assert privilege objections as to any questions implicating communications between Ms. Bright and Northgate's General Counsel, Dominic Hale, or outside counsel. We raise this now so there are no surprises at the deposition itself.
**4. Court Reporter and Videographer**
We propose engaging a London-based court reporting service certified to provide stenographic transcription of US-style depositions. The transcript will need to be usable in proceedings before the Supreme Court of the State of New York. Calderwood & Harkness can arrange for a reporter, or, if you prefer, the parties can jointly select one. Please let me know your preference.
Additionally, please advise whether HDS intends to videotape the deposition. If so, we should coordinate on the selection of a videographer as well.
**5. Timing / Schedule**
As an initial proposal, we would suggest a start time of 10:00 a.m. GMT (5:00 a.m. EST), which would accommodate a full day of testimony while still allowing any New York-based counsel to participate remotely during the morning hours. If, however, your team plans to participate from New York via videoconference rather than traveling to London, a start time of 2:00 p.m. GMT (9:00 a.m. EST) might be more practical.
On that note, could you please confirm whether plaintiff's counsel intends to travel to London to conduct the examination in person or whether HDS proposes to examine remotely by videoconference? Our position is that in-person examination is preferable, but we are open to discussing remote participation if logistics require it.
**6. Document Handling**
Exhibits for the deposition should be drawn from the parties' existing document productions and should bear their existing Bates numbers. We propose that the parties exchange proposed exhibit lists at least five business days before the deposition — i.e., by February 11, 2025 — to allow adequate preparation time.
All exhibits will, of course, be subject to the Stipulation and Proposed Order Regarding Confidentiality of discovery Materials entered October 1, 2024. Any materials designated Highly Confidential — Attorneys' Eyes Only should be handled in accordance with the terms of that stipulation, and we should discuss in advance whether any special arrangements are needed at the London venue to ensure compliance.
**7. Duration**
We propose that the deposition be limited to one day of testimony, not to exceed seven hours on the record, consistent with standard CPLR practice. If HDS believes additional time is warranted, we are willing to discuss an agreed-upon extension or, failing agreement, to seek court approval for additional time.
**8. Coordination with Other Upcoming Depositions**
For scheduling awareness, I wanted to flag the following upcoming depositions in this matter:
- **Bridget Yeung** (Meridian COO): scheduled for February 4, 2025, in New York. - **Dominic Hale** (Northgate General Counsel): noticed for February 25, 2025, but subject to Calderwood & Harkness's pending privilege objection. Linda Osei's letter to Thomas Deluca regarding this objection is forthcoming on January 10, 2025. - **Frank DiBello** (CEO, Crestline Construction Group Inc.): scheduled for a non-party deposition on March 4, 2025.
We are happy to coordinate the overall deposition calendar to minimize scheduling conflicts for both sides.
**9. Next Steps**
Could you please confirm that the February 18 date continues to work for HDS, or, if it does not, propose alternative dates? I am happy to discuss any of the logistics outlined above by phone at your convenience. My direct line is (212) 554-7283. Linda Osei is copied on this email and is available for any issues that may require partner-level discussion.
I look forward to hearing from you.
Best regards,
Jeffrey Park Associate Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, NY 10022 T: (212) 554-7283 E: jpark@calderwoodharkness.com