PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 425 Park Avenue, 33rd Floor New York, NY 10022
January 22, 2025
CROSS-EXAMINATION OUTLINE — DEPOSITION OF BRIDGET YEUNG
Distribution: Linda Osei, Priya Anand, Yuki Nakamura (Calderwood & Harkness LLP only — DO NOT share with client, experts, or third parties)
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I. DEPOSITION OBJECTIVES
A. Primary Objectives
The following objectives represent the core purposes of the Yeung cross-examination and should guide the overall allocation of time and questioning strategy throughout the deposition:
1. Establish Yeung's Direct Operational Responsibility. Bridget Yeung, as Meridian's Chief Operating Officer, occupied the critical position in the chain of command between CEO Victor Sandoval and VP of Field Operations Marcus Henley. She was the individual most directly responsible for the day-to-day operational management of the Northgate fiber build-out program — the largest single contract in Meridian's portfolio. Her testimony must establish that she had direct knowledge of, and authority over, the staffing, resource allocation, subcontractor management, and quality oversight decisions that are at the heart of this dispute. Any attempt by Yeung to distance herself from operational failures should be challenged with documentary evidence of her involvement.
2. Obtain Admissions Regarding Contractor-Side Schedule Delays. Meridian's schedule delays across Phases 1, 2, and 3 of the project were attributable to Contractor-side failures — specifically, chronic labor shortages, poor subcontractor management, equipment availability issues, and inadequate quality control — rather than to Owner-caused delays. Yeung must be pinned to specific factual admissions regarding the causes of milestone delays. If she attempts to shift blame to Northgate Fiber Americas Inc. ("NFA" or "Northgate"), she should be confronted with the contemporaneous documentation showing Meridian's own internal acknowledgment of these failures, as well as the prior deposition testimony of Marcus Henley (December 3–4, 2024) and Victor Sandoval (December 10–11, 2024).
3. Undermine Meridian's Constructive Change Order Defense. Meridian's principal affirmative defense rests on the claim that Northgate directed fourteen (14) scope changes without executing formal Change Orders under MCA § 16.1. The deposition should establish that Yeung, as the COO responsible for managing scope, failed to follow — and failed to insist that Northgate follow — the written Change Order procedure mandated by Section 16.1 of the Master Construction Agreement. If Meridian genuinely believed it was performing out-of-scope work, the COO had both the authority and the contractual obligation to demand written Change Orders. Her failure to do so fatally undermines this defense.
4. Elicit Testimony Regarding Meridian's Awareness of Quality Deficiencies. The project generated 287 Non-Conformance Reports (NCRs) — 43 classified as critical and 244 classified as non-critical — representing a pervasive pattern of quality failures. The deposition should explore Yeung's knowledge of and response to these NCRs, with particular focus on the 43 critical NCRs and the 12 additional critical NCRs that were issued in February 2024, after Cure Notice No. 1 had already been served. Yeung's testimony on this subject is essential to establishing that Meridian was aware of the quality problems, failed to take adequate corrective action, and thereby materially breached its obligations under MCA § 12.4.
5. Explore Subcontractor Oversight Failures. Meridian's use of subcontractors on the Northgate project was extensive, and there is substantial evidence that Meridian failed to adequately vet, staff, train, manage, and oversee those subcontractors. Yeung must be questioned about the subcontractor selection process, the allocation of NCRs attributable to subcontractor work, and the corrective actions (or lack thereof) taken in response to subcontractor performance deficiencies.
6. Test the Factual Basis for the 14 Alleged Scope Changes. For each of the 14 alleged Owner-directed scope changes that Meridian claims were not formalized as Change Orders, the deposition should elicit (a) the specific nature of the alleged change, (b) the identity of the Northgate representative who allegedly directed it, (c) the date of the alleged direction, (d) whether Meridian requested a formal Change Order, and (e) whether a Change Order was executed. The goal is to demonstrate that these alleged "changes" were either (i) clarifications within the original MCA scope, (ii) field conditions addressed by the MCA's unit-rate provisions, or (iii) Contractor-caused issues that Meridian is attempting to attribute to the Owner.
7. Pin Down Meridian's Force Majeure Defense. Meridian has asserted force majeure as a defense to its schedule delays, relying principally on COVID-19-related supply chain disruptions and labor market impacts. The deposition should establish that (a) Meridian's performance during Phase 1, which was most directly impacted by COVID-19, was relatively acceptable (only a 47-day delay on one milestone); (b) delays worsened significantly in Phase 2 and Phase 3, when COVID-related disruptions were abating; and (c) by 2023–2024, the labor supply and supply chain conditions invoked by Meridian had substantially normalized. The force majeure defense is factually unsupported and the deposition should develop a clear record to that effect.
8. Develop Testimony Useful for Northgate's Counterclaims. Northgate's counterclaims total $149 million, comprising $49 million in liquidated damages (Counterclaim I), $81.7 million in excess completion costs (Counterclaim II), and $18.3 million in remediation costs (Counterclaim III). Yeung's testimony should develop the factual record supporting each of these counterclaims, including admissions regarding the magnitude and cause of schedule delays, the defective work requiring remediation, and the cost differential between the remaining MCA value and the replacement contract with Crestline Construction Group Inc.
B. Secondary Objectives
In addition to the primary objectives set forth above, the following secondary objectives should be pursued during the Yeung deposition as time and circumstances permit:
1. Develop Impeachment Material for Trial. Yeung is likely to be a principal witness at trial. By locking her into specific factual positions under oath, the deposition will create opportunities for impeachment if her trial testimony deviates from her deposition testimony. Particular attention should be paid to eliciting precise dates, numbers, and characterizations that can be compared against documentary evidence and the testimony of other witnesses.
2. Identify Inconsistencies with Prior Witness Testimony. The testimony of Victor Sandoval (December 10–11, 2024) and Marcus Henley (December 3–4, 2024) has already been obtained. The Yeung deposition should be used to identify inconsistencies between her testimony and the testimony previously given by these two witnesses, particularly regarding (a) the causes of schedule delays, (b) the root causes of quality deficiencies, (c) Ridgepoint Capital Group LP's involvement in operational and litigation decisions, and (d) the preparation and substance of the Corrective Action Plan submitted March 5, 2024. Any inconsistencies should be noted for potential use at trial.
3. Probe Yeung's Knowledge of Meridian's Financial Condition and Ridgepoint's Involvement. Ridgepoint Capital Group LP holds a 55% equity stake in Meridian, acquired in 2018 for approximately $285 million. The deposition should explore the degree to which Ridgepoint was involved in operational decisions affecting the Northgate project, whether Ridgepoint's financial expectations drove Meridian to overextend its resources across multiple projects, and whether Ridgepoint has influenced Meridian's litigation strategy and settlement posture.
4. Explore the Corrective Action Plan. The Corrective Action Plan submitted on March 5, 2024, is a critical document in the cure notice timeline. Yeung, as COO, likely played a central role in its preparation. The deposition should establish the factual and operational assumptions underlying the CAP, probe the basis for the $87 million additional compensation demand, and test whether the CAP was genuinely implementable or was instead a negotiating tactic designed to shift financial risk back to Northgate.
C. Themes to Establish
Throughout the deposition, the examiner should consistently reinforce the following overarching themes:
1. Meridian's Operational Failures Were Systemic and Known to COO-Level Leadership. The delays, quality deficiencies, and resource shortages plaguing the Northgate project were not isolated incidents or the product of unforeseeable events. They were systemic failures rooted in Meridian's own management decisions, and Bridget Yeung — as the officer responsible for day-to-day operations — knew about them, was responsible for addressing them, and failed to do so effectively.
2. The 14 Alleged Scope Changes Do Not Withstand Scrutiny. Each of the 14 changes that Meridian alleges were directed by Northgate without formal Change Orders was either (a) not actually a scope change at all but rather a clarification or field-level adjustment within the original MCA scope; (b) a condition addressed by the unit-rate pricing structure already embedded in the MCA; or (c) a Contractor-caused issue that Meridian is improperly attempting to attribute to the Owner. In any event, Meridian's failure to follow the contractual Change Order procedure under MCA § 16.1 — a procedure that the COO had both the authority and obligation to enforce — is fatal to this defense.
3. Meridian Failed to Cure Despite Multiple Opportunities. Northgate served Cure Notice No. 1 on January 18, 2024, identifying specific deficiencies. Meridian's response on February 2, 2024, disputed the characterization of those deficiencies as material breach but offered no concrete remediation plan. Cure Notice No. 2 followed on February 19, 2024, demanding a remediation plan within 15 days. The Corrective Action Plan submitted on March 5, 2024, was unrealistic, conditioned on $87 million in additional compensation and a 9-month schedule extension, and was accompanied by continued quality failures (12 additional critical NCRs in February 2024 alone). Meridian's inability or unwillingness to cure constituted a material breach independently sufficient to justify termination.
4. Force Majeure Is Not a Legitimate Excuse. Meridian's force majeure defense is undermined by the chronological record. Phase 1, which bore the brunt of COVID-19 disruptions, was completed with only modest delays. Delays accelerated dramatically in Phase 2 and Phase 3, when COVID-related disruptions were diminishing. The worsening trajectory of performance is the hallmark of management failure, not force majeure.
II. WITNESS BACKGROUND AND FOUNDATION
A. Personal and Professional Background
The initial segment of the deposition should establish the foundational facts about the deponent. These questions serve the dual purpose of building a clear record of Yeung's qualifications and experience and of building rapport before transitioning to more adversarial topics. The examiner should elicit the following information methodically:
1. Full Name and Current Title. Confirm that the deponent's full legal name is Bridget Yeung and that she currently holds the title of Chief Operating Officer of Meridian Infrastructure Partners LLC.
2. Office Location. Confirm that her principal office is located at 1800 Post Oak Boulevard, Suite 1200, Houston, Texas 77056. Establish whether she has or had a secondary office or workspace in the Northeast Division to support the Northgate project.
3. Tenure at Meridian. Establish how long Yeung has been employed by Meridian Infrastructure Partners LLC. Determine when she assumed the role of COO. Explore what role or roles she held prior to becoming COO, if applicable.
4. Prior Experience in Fiber-Optic or Telecommunications Construction. This is a critical area. Yeung's credibility as a knowledgeable operational leader depends in part on her familiarity with the technical aspects of fiber-optic construction. Determine whether she has prior experience specifically in fiber-optic or telecommunications infrastructure construction, or whether her background is in other types of construction or infrastructure. If her experience is limited in this area, this may be useful for establishing that Meridian's operational leadership lacked the specific expertise necessary to manage a project of this scale and complexity.
5. Educational Background. Explore whether Yeung holds degrees in engineering, construction management, business administration (MBA), or related fields. Determine where she obtained these degrees and whether any of her academic training relates specifically to fiber-optic infrastructure or telecommunications.
6. Prior Employers. Identify Yeung's prior employers in the construction and infrastructure sectors. Establish the types of projects she managed before joining Meridian and the approximate scale (dollar value, geographic scope) of those projects.
B. Role and Responsibilities at Meridian
This section should establish a detailed picture of Yeung's responsibilities at Meridian and, in particular, her role with respect to the Northgate project. The examiner should be thorough in this area because Yeung's counsel may attempt to limit her role at trial; a comprehensive deposition record will foreclose that strategy.
1. Description of COO Duties. Obtain Yeung's own description of her duties and responsibilities as COO. Probe specifically for: day-to-day operational oversight of all Meridian projects; project staffing and resource allocation across the portfolio; subcontractor selection, management, and oversight; quality assurance and quality control at the enterprise level; interaction with the CEO on strategic and operational matters; and reporting to the Board and to equity holders, including Ridgepoint Capital Group LP.
2. Reporting Structure. Confirm the reporting hierarchy: Yeung reported to Victor Sandoval (CEO). Marcus Henley (VP of Field Operations, Northeast Division) reported directly to Yeung. Establish how frequently Yeung communicated with Henley regarding the Northgate project — was this daily, weekly, or on some other cadence? What form did those communications take (in-person meetings, telephone calls, video conferences, emails, written reports)?
3. Role in the Northgate Project Specifically. Establish that the Northgate MCA was the largest single contract in Meridian's portfolio at the time of execution and throughout the duration of the project. Determine the extent of Yeung's hands-on involvement: Did she attend project status meetings? Did she visit project sites? Did she review milestone progress reports? Did she participate in communications with Northgate's project management team? Did she have a direct line of communication with Renata Voss (Northgate's Senior Vice President of Network Development) or Sean Calloway (Northgate's Project Director for the MCA program)?
4. Meridian's Overall Size and Scope. Confirm that Meridian generated approximately $620 million in revenue for fiscal year 2023, employed roughly 2,400 individuals at peak staffing, and maintained a project backlog of approximately $1.4 billion at the time of termination (including the Northgate MCA), which declined to approximately $770 million following termination. These figures are important for contextualizing the scale of the Northgate project relative to Meridian's overall capacity.
5. Involvement in MCA Negotiations. Explore whether Yeung was involved in the negotiation of the Master Construction Agreement in 2019–2020. If so, what was her role? Did she participate in discussions regarding the milestone schedule, liquidated damages provisions, quality standards, Change Order procedures, or termination provisions? What was her understanding of the risk allocation embodied in the MCA's fixed-price milestone and unit-rate pricing structure?
6. Interface with Ridgepoint Capital Group LP. Ridgepoint Capital Group LP holds 55% of Meridian's equity, having acquired its stake in 2018 for approximately $285 million. Explore whether Yeung had a regular reporting relationship with Ridgepoint, specifically with Graham Latimer (Ridgepoint's designated board member or portfolio manager). Did Latimer receive operational updates regarding the Northgate project? At what frequency? In what form? Did Ridgepoint personnel attend board meetings or management committee meetings at which the Northgate project was discussed?
C. Knowledge of the MCA
Before proceeding to substantive topic areas, it is essential to confirm that Yeung has personal knowledge of the key contractual provisions at issue in this litigation. This foundation will prevent her from later claiming unfamiliarity with the terms of the MCA.
1. Reading and Familiarity. Confirm that Yeung has read the Master Construction Agreement dated March 15, 2020, between Northgate Fiber Americas Inc. and Meridian Infrastructure Partners LLC. Determine when she first read the MCA and whether she has reviewed it in preparation for this deposition.
2. Key Provisions. Confirm Yeung's awareness of and familiarity with the following MCA provisions, which are central to this dispute:
(a) MCA § 8.2 — Milestone Schedule. The project was structured around 14 defined milestones, each with specific target completion dates and associated milestone payment values, as set forth in MCA Exhibit B.
(b) MCA § 9.1 — Liquidated Damages. Liquidated damages were set at $175,000 per day per milestone for delays beyond the scheduled milestone completion date, subject to a cap of 10% of the value of each respective milestone.
(c) MCA § 12.4 — Quality Standards. All work was required to conform to Northgate Technical Specification NS-FIBER-2020, and Meridian was required to maintain a quality management program sufficient to ensure compliance.
(d) MCA § 14.1 — Termination for Cause. Northgate had the right to terminate the MCA for cause upon 30 days' written notice if Meridian committed a material breach that was not cured within the notice period.
(e) MCA § 14.5 — Consequences of Termination for Cause. Upon a termination for cause, the Contractor forfeits the right to any termination fee, and the Owner may charge the Contractor for excess costs of completion, with retainage available as an offset.
(f) MCA § 16.1 — Change Orders. Any change to the scope of work, schedule, or contract price required a written Change Order signed by both parties. No oral direction or course-of-conduct modification was permissible under the MCA.
(g) MCA § 18.1 — Force Majeure. Force majeure events, if properly noticed and demonstrated, could excuse delays but did not relieve the Contractor of obligations to mitigate.
(h) MCA § 20.1 — Consequential Damages Waiver. Both parties waived claims for consequential, incidental, and indirect damages, subject to limited enumerated exceptions.
3. Contract Scope. Confirm Yeung's understanding that the MCA encompassed the construction of approximately 18,500 route miles of fiber-optic infrastructure across seven states: New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia.
4. Contract Price. Confirm that the total contract price was $1.2 billion, structured as 65% fixed-price milestones ($780 million) and 35% unit-rate work ($420 million).
5. Contract Term. Confirm that the contract term was five years from Notice to Proceed ("NTP"), running from April 1, 2020, through March 31, 2025.
III. TOPIC AREA 1: OPERATIONAL MANAGEMENT AND STAFFING
A. Organizational Structure for the Northgate Project
This area of inquiry should establish the organizational framework through which Meridian managed the Northgate project and Yeung's position within that framework. The goal is to ensure that Yeung cannot later claim she was removed from operational decision-making.
1. Key Personnel. Identify by name and title each of the key Meridian personnel assigned to the Northgate program under Yeung's oversight. Determine who the project manager was, who the field superintendents were, who managed quality assurance, and who oversaw permitting and right-of-way acquisition for Meridian. Were these full-time assignments, or were these individuals also responsible for other Meridian projects?
2. Marcus Henley's Role and Communication. Marcus Henley served as VP of Field Operations for Meridian's Northeast Division and reported directly to Yeung. He was the individual most directly responsible for day-to-day field operations on the Northgate project. Establish the frequency and nature of Yeung's communications with Henley. Did they have regularly scheduled calls or meetings? Were there weekly or monthly status reports? Did Yeung visit project sites? Were there project management dashboards or tracking systems that Yeung monitored?
3. Crew Deployment. Determine the number of construction crews deployed to the Northgate project at various stages — during Phase 1 mobilization, during Phase 2 ramp-up, at peak deployment, and at the time of termination. Compare the actual crew count at each stage against the crew count that was planned or projected at the time of MCA execution. Were planned crew levels ever achieved? If not, what was the shortfall, and what caused it?
4. Recruitment and Retention Difficulties. Explore whether Meridian had difficulty recruiting and retaining qualified personnel for the Northgate project, including fiber splicers, directional boring operators, and aerial construction crews. Were these difficulties attributable to market-wide labor shortages, or were they the result of Meridian-specific factors such as compensation levels, working conditions, or competition from other Meridian projects?
5. Reference to Henley's Deposition Testimony. During his deposition on December 3–4, 2024, Marcus Henley made specific admissions regarding crew shortages and their impact on schedule performance. Pin Yeung to testimony that is either consistent with or inconsistent with Henley's admissions. If her testimony is inconsistent, document the inconsistency carefully for potential impeachment at trial.
B. Resource Allocation Decisions
This area is critical because it goes to whether Meridian's failures on the Northgate project were the result of deliberate management decisions to prioritize other work over Northgate — decisions that the COO would have made or approved.
1. Allocation Among Projects. How did Meridian allocate resources — including crews, equipment, supervisory personnel, and financial capital — between the Northgate project and other active projects in Meridian's portfolio? What process or framework governed resource allocation decisions? Did Yeung have the final authority over resource allocation, or was that decision shared with Sandoval or subject to Ridgepoint approval?
2. Competing Projects. At the time of termination, Meridian's total project backlog was approximately $1.4 billion, including the remaining value of the Northgate MCA. After the Northgate MCA was terminated, the backlog declined to approximately $770 million. What were the other major projects in Meridian's portfolio that competed with the Northgate project for resources? When were those other projects awarded, and did any of them result in the diversion of crews, equipment, or supervisory personnel from the Northgate program?
3. Diversion of Resources. Did Yeung approve or direct, at any time during the life of the MCA, the transfer or diversion of construction crews or equipment from the Northgate project to other Meridian projects? If so, identify each instance, the number of crews or pieces of equipment diverted, the duration of the diversion, and the impact on Northgate schedule performance.
4. Ridgepoint's Influence on Resource Allocation. Explore whether Ridgepoint Capital Group LP's financial expectations — including return-on-investment targets and portfolio growth objectives — influenced Meridian's decision to pursue and accept additional project work during the period of the Northgate MCA, potentially stretching Meridian's resources beyond its capacity to perform on all commitments simultaneously.
C. Subcontractor Management
1. Key Subcontractors. Identify each of the key subcontractors used by Meridian on the Northgate program. For each subcontractor, establish (a) the scope of work assigned, (b) the geographic area or phase covered, (c) the approximate dollar value of the subcontract, and (d) whether the subcontract was competitively bid or negotiated.
2. Selection, Management, and Monitoring. How were subcontractors selected? What due diligence or prequalification process did Meridian employ? Once engaged, how were subcontractors managed and monitored for schedule and quality performance? Did Meridian assign dedicated supervisory personnel to oversee each subcontractor's work? Were there regular quality inspections or audits of subcontractor work?
3. NCRs Attributable to Subcontractors. Of the 287 NCRs issued during the project, how many were attributable in whole or in part to subcontractor performance? How many of the 43 critical NCRs involved subcontractor work? Were any subcontractors terminated, suspended, or placed on corrective action as a result of quality failures?
4. Corrective Actions Regarding Subcontractors. What corrective actions did Yeung direct when subcontractor performance was deficient? Were deficient subcontractors replaced? Were additional oversight resources assigned? Was any back-charge or penalty provision invoked against underperforming subcontractors?
5. Third-Party Subpoenas. Northgate has issued third-party subpoenas to seven subcontractors. Explore what Yeung knows about the documentation that exists regarding subcontractor performance issues, including subcontractor performance evaluations, back-charge documentation, default notices, and any correspondence between Meridian and its subcontractors regarding quality or schedule deficiencies.
IV. TOPIC AREA 2: SCHEDULE DELAYS — PHASE-BY-PHASE ANALYSIS
This topic area is the heart of the material breach case. The examiner should proceed methodically through each phase, establishing the specific milestone delays, the contractual consequences, and the causes of delay. The pattern of accelerating delays across all three phases is the single most powerful piece of evidence supporting Northgate's termination decision and counterclaims.
A. Phase 1 (New York Metro & Northern New Jersey)
1. Scope and Schedule. Confirm that Phase 1 encompassed approximately 3,200 route miles in the New York metropolitan area and northern New Jersey. The phase was assigned Milestones 1 through 4 under MCA Exhibit B. The planned construction period was April 2020 through September 2021. The aggregate milestone payment value for Phase 1 was $208 million.
2. Milestone 3 Delay. Three of the four Phase 1 milestones were achieved on time. Milestone 3, however, was 47 days late. The target completion date was August 28, 2021; actual completion was not achieved until October 14, 2021. Establish Yeung's understanding of the causes of this delay. Were the causes Contractor-related (labor shortages, subcontractor issues, equipment failures), Owner-related (permitting delays, scope changes, access issues), or attributable to force majeure (COVID-19)?
3. Liquidated Damages Assessment. Liquidated damages of $8,225,000 were assessed for the Milestone 3 delay (47 days × $175,000/day), as communicated by Northgate's letter dated November 5, 2021. These damages were deducted from subsequent progress payments. Did Meridian dispute this assessment at the time? If Meridian accepted the assessment without formal protest, ask why Meridian now disputes the legitimacy of the termination, which rests in part on the same pattern of delay.
4. Harbinger of Systemic Problems. The Phase 1 Milestone 3 delay, while modest in isolation, was the first warning sign of the systemic schedule problems that would escalate dramatically in Phases 2 and 3. Establish whether Yeung recognized, at the time, that the Phase 1 delay signaled broader operational challenges. What, if anything, did she do after Phase 1 to prevent similar or worse delays in subsequent phases?
B. Phase 2 (Connecticut, Western Massachusetts, Southern Pennsylvania)
1. Scope and Schedule. Confirm that Phase 2 encompassed approximately 5,600 route miles in Connecticut, western Massachusetts, and southern Pennsylvania. The phase was assigned Milestones 5 through 8 under MCA Exhibit B. The planned construction period was October 2021 through June 2023. The aggregate milestone payment value for Phase 2 was $363 million.
2. Milestone-by-Milestone Delays. The Phase 2 delays were dramatic and accelerating:
(a) Milestone 5: 22 days late. Liquidated damages assessed: $3,850,000 (22 × $175,000).
(b) Milestone 6: 68 days late. Liquidated damages assessed: $11,900,000 (68 × $175,000).
(c) Milestone 7: 91 days late. Liquidated damages assessed: $15,925,000 (91 × $175,000).
(d) Milestone 8: Never completed before termination. At the time of termination, 134 days of delay had accrued. Liquidated damages capped at 10% of the Milestone 8 value ($91 million), yielding a cap of $9,100,000.
3. Total Phase 2 Liquidated Damages. The total Phase 2 liquidated damages amount to $40,775,000. Combined with Phase 1 liquidated damages of $8,225,000, the aggregate pre-termination liquidated damages total $49,000,000 — the basis for Northgate's Counterclaim I.
4. Pattern of Accelerating Delays. The Phase 2 milestone delays followed a clear and alarming trajectory: 22 days → 68 days → 91 days → 134+ days. This is not a pattern consistent with isolated problems or force majeure events; it is a pattern consistent with systemic operational failure. Ask Yeung directly to explain this deteriorating trend. What changed between Milestone 5 (22 days late) and Milestone 7 (91 days late)?
5. Operational Changes. After each Phase 2 milestone delay, what specific operational changes did Yeung implement to address the causes of delay and prevent further deterioration? Were additional crews hired? Were underperforming subcontractors replaced? Was additional equipment mobilized? Were supervisory resources increased?
6. Resource Requests. Did Yeung request additional financial resources or personnel from Sandoval or from Ridgepoint to address Phase 2 delays? Were those requests granted? If requests were made and denied, this supports the theory that Meridian was resource-constrained; if no requests were made, it suggests management complacency.
C. Phase 3 (Maryland, Virginia, Eastern Pennsylvania)
1. Scope and Schedule. Confirm that Phase 3 encompassed approximately 9,700 route miles in Maryland, Virginia, and eastern Pennsylvania — the largest phase by far, representing more than half of the total MCA scope. The phase was assigned Milestones 9 through 14 under MCA Exhibit B. The planned construction period was July 2023 through March 2025. The aggregate milestone payment value for Phase 3 was $629 million.
2. Minimal Mobilization. Meridian mobilized construction crews in Maryland in July 2023, but progress was negligible. By the time of termination on April 1, 2024, Meridian had completed only approximately 340 of the 9,700 Phase 3 route miles — approximately 3.5% of the Phase 3 scope. After nine months of the Phase 3 construction period, Meridian had barely begun the work. Ask Yeung to explain why Phase 3 mobilization was so minimal. Was it a lack of crews? A lack of equipment? A lack of financial capacity? A lack of management focus?
3. Disputed Payment Applications. Meridian submitted payment applications for Phase 3 work totaling $48.2 million. Northgate approved $31.7 million and disputed $16.5 million. Was Yeung aware of the dispute regarding the $16.5 million? Was she aware that Northgate's basis for disputing those invoices included claims that the underlying work was defective and that unit counts were inflated? Explore Yeung's knowledge of the specific invoice items in dispute.
4. Financial and Operational Capacity. The Phase 3 milestone value of $629 million exceeded Meridian's entire FY2023 EBITDA of $58.9 million by an order of magnitude. Did Meridian have the financial and operational capacity to complete Phase 3 within the remaining contract term? This question is relevant both to the material breach analysis and to the assessment of whether Meridian's Corrective Action Plan was realistic.
D. Overall Delay Pattern
The examiner should step back from the phase-by-phase analysis and establish the overall picture:
1. Persistent, Worsening Pattern. The delays were not isolated incidents attributable to discrete causes. They constituted a persistent, worsening pattern across all three phases. Phase 1 saw a modest delay of 47 days on one milestone. Phase 2 saw delays escalating from 22 to 134+ days. Phase 3 saw near-total failure to mobilize. This trajectory demonstrates systemic operational failure.
2. Total Route Miles Completed. At the time of termination, Meridian had completed approximately 9,140 of 18,500 route miles — 49.4% of the total scope. After four years of a five-year contract, Meridian was less than half done.
3. Contract Value Earned. From Northgate's perspective, the contract value earned by Meridian at the time of termination was approximately $569.7 million of $1.2 billion — approximately 47.5% of the total contract value.
4. The Question. Ask Yeung directly: After four years of a five-year contract, with less than half the work completed, with delays accelerating, with 287 NCRs including 43 critical NCRs, and with the largest phase barely begun — was this acceptable performance under the MCA? If Yeung concedes it was not, the admission supports the termination. If Yeung contends it was acceptable, the answer is useful for impeachment at trial.
V. TOPIC AREA 3: QUALITY DEFICIENCIES AND NON-CONFORMANCE REPORTS (NCRs)
A. NCR Documentation and Process
1. NCR Process Under the MCA. Establish Yeung's understanding of the NCR process as defined under MCA § 12.4 and Northgate's Technical Specification NS-FIBER-2020. When a non-conformance was identified by Northgate's quality assurance personnel, an NCR was issued to Meridian, requiring investigation, root cause analysis, corrective action, and remediation. NCRs were classified as "critical" or "non-critical" based on the severity and safety implications of the deficiency.
2. Volume of NCRs. During the life of the MCA, a total of 287 NCRs were issued: 43 classified as critical and 244 classified as non-critical. This is a substantial volume of quality failures and reflects a systemic breakdown in quality management. Establish whether Yeung considers 287 NCRs to be an acceptable quality performance level for a project of this scope and value.
3. Internal Process for Receiving and Responding to NCRs. Who at Meridian received NCRs from Northgate? What was Meridian's internal process for reviewing, investigating, and responding to NCRs? Were NCR responses coordinated at the project level (through Henley) or at the corporate level (through Yeung or her quality management staff)?
4. Yeung's Role in Quality Oversight. Did Yeung personally review NCR reports? Did she receive summary reports or dashboards regarding NCR status? Did she participate in meetings with Northgate regarding quality issues? What authority did she have over quality management decisions, including changes to quality control procedures, staffing of quality personnel, and corrective actions in response to NCRs?
B. Critical NCRs (43 Total)
1. Types of Critical Defects. The 43 critical NCRs encompassed several categories of defects with significant implications for network performance, reliability, and safety. These included, but were not limited to:
(a) Splice loss exceeding the specification limits set forth in NS-FIBER-2020, resulting in unacceptable signal attenuation that would require re-splicing or route re-routing.
(b) Improper conduit depth — conduit installed at depths less than those required by the specification, creating risks of damage from subsequent construction activities, frost heave, and third-party excavation.
(c) Unauthorized route deviations — construction of fiber routes that deviated from the approved engineered route design without obtaining the required engineering change approval, potentially affecting property rights, utility conflicts, and network architecture.
2. Specific Critical NCRs. The examiner should walk through a selection of specific critical NCRs from Phase 2, using key documents from the production. The selection should focus on NCRs that (a) involved the most serious defects, (b) were attributable to causes within Meridian's control (crew competency, subcontractor oversight), and (c) were not timely remediated by Meridian.
3. February 2024 Critical NCRs. Twelve additional critical NCRs were issued in February 2024 — one month after Cure Notice No. 1 was served on January 18, 2024. This is particularly significant. Northgate's Cure Notice No. 1 specifically identified the 43 critical NCRs (at that time) as evidence of material breach. Meridian's response, dated February 2, 2024, disputed the characterization of its deficiencies as material breach. Yet during the very period in which Meridian was supposedly working to cure, its quality performance deteriorated further, with 12 new critical NCRs being issued. Ask Yeung to explain how 12 additional critical NCRs came to be issued during the cure period. What does this say about Meridian's ability or willingness to cure?
4. Estimated Remediation Costs. The estimated average remediation cost for each critical NCR is approximately $275,000, yielding a total estimated remediation cost for the 43 critical NCRs of approximately $11,825,000. Explore whether Yeung has a basis for disputing this estimate. Has Meridian prepared its own remediation cost estimate?
C. Non-Critical NCRs (244 Total)
1. Volume and Pattern. The 244 non-critical NCRs represent a high volume of quality failures even apart from the 43 critical NCRs. Explore whether these NCRs were concentrated in particular phases, geographic locations, or subcontractors. If concentrated, this may point to specific management or subcontractor failures.
2. Estimated Remediation Costs. The estimated average remediation cost for each non-critical NCR is approximately $26,500, yielding a total estimated remediation cost for the 244 non-critical NCRs of approximately $6,466,000.
3. Total Remediation Costs. The combined estimated remediation cost for all 287 NCRs is approximately $18.3 million ($11,825,000 + $6,466,000 = $18,291,000). This figure forms the basis for Northgate's Counterclaim III. Establish that Yeung understands these costs will need to be incurred to bring the completed work into conformance with MCA specifications.
D. Root Cause Analysis
1. Internal Root Cause Investigations. Did Yeung direct any root cause analysis of the NCRs? Was there a formal investigation into why quality failures were occurring at the rate and severity observed? If a root cause analysis was conducted, who performed it, what were the findings, and what corrective actions were recommended?
2. Henley's Deposition Testimony on Root Causes. During his deposition on December 3–4, 2024, Marcus Henley identified several root causes for the quality failures, including crew shortages leading to overworked and undertrained personnel, inadequate quality oversight at the field level, and subcontractor quality issues. Pin Yeung to testimony that is either consistent with or inconsistent with Henley's root cause analysis. If Yeung offers different root causes, explore whether those alternative explanations are supported by documentary evidence.
3. Link Between Staffing and Quality. Were quality failures linked to Meridian's decision to use less experienced crews, to deploy understaffed crews, or to rely on subcontractors whose qualifications were not adequately vetted? If so, these quality failures were the direct consequence of management decisions within the COO's purview.
VI. TOPIC AREA 4: ALLEGED SCOPE CHANGES AND CHANGE ORDER DEFENSE
This topic area is among the most important in the deposition. Meridian's principal affirmative defense to the termination for cause — and a significant component of its damages claim — is the assertion that Northgate directed 14 scope changes without executing formal Change Orders. If this defense is not effectively dismantled, it could provide Meridian with an equitable basis for excusing delay and seeking additional compensation. The goal is to establish that (a) the alleged scope changes were not actually changes to the MCA scope; (b) to the extent any changes were made, Meridian failed to follow the contractual Change Order procedure; and (c) Yeung, as COO, had both the authority and the obligation to insist on written Change Orders and failed to do so.
A. MCA § 16.1 — Change Order Requirements
1. Confirm Yeung's Understanding. Begin by confirming Yeung's understanding of MCA § 16.1. This provision requires that any change to the scope of work, milestone schedule, or contract price be accomplished through a written Change Order signed by authorized representatives of both parties. No oral direction, field instruction, email communication, or course of conduct can constitute a binding modification of the MCA in the absence of a signed written Change Order.
2. Purpose of the Provision. Explore Yeung's understanding of why the Change Order provision exists. It is a standard construction contract mechanism designed to ensure that both parties have a clear, contemporaneous, written record of any agreed-upon change, its impact on scope, schedule, and price. Yeung's acknowledgment of this purpose will underscore the significance of Meridian's failure to follow the procedure.
3. Number of Formal Change Orders Executed. How many formal, written Change Orders were executed during the life of the MCA? The expected answer is few or none of the 14 changes that Meridian now claims were directed by Northgate. This is the central paradox of Meridian's defense: if Northgate was directing significant scope changes, why did Meridian — through its COO — never insist on written Change Orders?
B. The 14 Alleged Owner-Directed Scope Changes
1. Identification. Ask Yeung to identify each of the 14 claimed scope changes. For each, the examiner should elicit:
(a) What was the specific nature of the alleged scope change?
(b) Who at Northgate allegedly directed the change? (Was it Renata Voss, Sean Calloway, a field engineer, or someone else?)
(c) When was the alleged direction given? (Specific date and form of communication — oral, email, meeting, field instruction?)
(d) Was a formal Change Order requested by Meridian pursuant to MCA § 16.1? If not, why not?
(e) Was a formal Change Order executed? If not, why not?
2. Classification of Alleged Changes. For each of the 14 alleged changes, explore whether the alleged "change" was actually:
(a) A clarification within the original MCA scope — i.e., a specification interpretation, a design detail that was consistent with the overall scope of work, or a field-level coordination issue that did not change the scope, schedule, or price of the MCA.
(b) A field condition addressed by the MCA's unit-rate provisions — i.e., a condition encountered in the field that was compensable under the MCA's 35% unit-rate pricing structure without the need for a separate Change Order.
(c) A self-caused issue — i.e., a problem created by Meridian's own performance errors, design misinterpretation, or subcontractor failures that Meridian is now attempting to attribute retroactively to the Owner.
3. Failure to Insist on Change Orders. If Meridian believed, at the time, that Northgate was directing scope changes, why did the COO not insist on formal Change Orders as required by MCA § 16.1? Was Yeung aware that the failure to obtain written Change Orders would jeopardize Meridian's ability to recover additional compensation? Did Yeung ever instruct her staff to demand written Change Orders from Northgate? If not, why not?
4. Written Notice of Out-of-Scope Work. Did Yeung ever send, or direct the sending of, a written communication to Northgate stating that Meridian believed it was being directed to perform work outside the scope of the MCA? If no such communication exists, the absence is powerful evidence that these "scope changes" are being manufactured after the fact.
5. Contractual Consequences of Procedural Failure. Establish that Meridian's failure to follow the contractual Change Order procedure under MCA § 16.1 undermines its equitable defense. The MCA expressly required written Change Orders for a reason — to prevent exactly the kind of after-the-fact claims that Meridian is now making.
C. Specific Alleged Changes — Key Examples
The examiner should select 3 to 4 of the most significant claimed scope changes from Meridian's discovery responses and interrogatory answers and examine them in detail.
1. For each selected alleged change: Present the contemporaneous project correspondence (emails, meeting minutes, field directives) showing that the alleged "change" was in fact within the original MCA scope. Cross-reference with the MCA's scope description, Exhibit B milestone definitions, and NS-FIBER-2020 specifications.
2. Cross-Reference with Northgate Witness Testimony. Renata Voss, in her deposition on November 12–13, 2024, testified about the cure notice process and the 14 alleged scope changes, providing NFA's interpretation that these items were within the original scope. Sean Calloway, in his deposition on November 19, 2024, provided a day-to-day contract administration perspective on the same issues. The Yeung deposition should be used to test Meridian's version against the testimony already given by these Northgate witnesses.
3. Inconsistencies. Look for inconsistencies between Yeung's characterization of the alleged scope changes and the characterizations provided in Meridian's verified interrogatory answers, Meridian's discovery responses, and the prior testimony of Sandoval and Henley. Any inconsistencies should be noted and preserved for impeachment.
VII. TOPIC AREA 5: PERMITTING RESPONSIBILITIES
A. MCA § 5.3 — Allocation of Permitting
1. Yeung's Understanding of the Provision. Meridian has claimed that Northgate was responsible for obtaining municipal permits under MCA § 5.3 and that delays in the permitting process caused schedule delays. Establish Yeung's precise understanding of what MCA § 5.3 actually says about the allocation of permitting responsibilities between the Owner and the Contractor.
2. Distinguish Categories of Permits. The permitting landscape for a fiber-optic construction project involves multiple categories of permits with potentially different allocations of responsibility:
(a) Franchise and right-of-way permits — permits issued by state and municipal authorities granting the Owner the right to install fiber infrastructure within public rights-of-way. These may be the Owner's responsibility, as they relate to the Owner's legal authority to operate in a given jurisdiction.
(b) Construction permits and building permits — permits required for the physical construction activity, including excavation permits, street opening permits, traffic control permits, and similar authorizations. These are typically the Contractor's responsibility, as they relate to the Contractor's construction methodology and schedule.
3. Meridian's Own Permitting Efforts. To what extent did Meridian itself have a dedicated permitting team or staff assigned to facilitate the permitting process for the Northgate project? Did Meridian proactively track permit applications and approvals, or did it passively wait for permits to be issued?
B. Permitting Delays as Excuse
1. Third-Party Subpoenas. Northgate has issued third-party subpoenas to three municipal permitting authorities to obtain records regarding actual permit timelines. Explore what Yeung knows about these records and the actual permit processing times. Were permits generally issued within normal timeframes, or were there specific jurisdictions where permitting was significantly delayed?
2. Specific Municipalities. Identify any specific municipalities where Yeung contends that permitting delays occurred. For each, determine the nature of the permit, the date of application, the expected processing time, the actual date of issuance, and the magnitude of the delay.
3. Critical Path Analysis. Even if some permitting delays occurred, did those delays actually fall on the critical path of the construction schedule? Or could Meridian have sequenced its work to proceed in other geographic areas while permits were pending in delayed jurisdictions? A competent contractor would have managed its work sequencing to mitigate the impact of permit processing delays, and failure to do so reflects management failure rather than permitting failure.
4. Attribution of Delays. Of Meridian's total milestone delays across all three phases, what percentage can actually be attributed to permitting issues as opposed to labor shortages, subcontractor failures, equipment issues, quality rework, and other Contractor-caused factors? Press for specificity. Vague invocations of "permitting delays" without quantification or critical path analysis are insufficient.
VIII. TOPIC AREA 6: FORCE MAJEURE DEFENSE
A. MCA Force Majeure Clause
1. Yeung's Understanding. Confirm Yeung's understanding of the force majeure provisions contained in MCA § 18.1. What events qualify as force majeure? What notice requirements apply? What obligations does the Contractor have to mitigate the effects of a force majeure event?
2. Formal Notice. Did Meridian provide formal written notice of force majeure events as required by the MCA? If so, when were those notices sent? What specific events were identified? If Meridian did not provide formal written notice, its ability to invoke force majeure as a defense may be procedurally barred.
B. COVID-19 Aftereffects
1. Temporal Analysis. The COVID-19 pandemic began impacting operations around March 2020, which was concurrent with the execution of the MCA and the issuance of Notice to Proceed on April 1, 2020. Thus, the entirety of the MCA was performed in the COVID and post-COVID environment. If COVID-related disruptions were a genuine impediment, one would expect the greatest impact during the early phases of the project, with improvement over time as the pandemic receded and supply chains recovered.
2. Phase 1 Performance. Phase 1 (April 2020 – September 2021) was completed with only a single milestone delay of 47 days. This demonstrates that Meridian was able to perform reasonably well during the period of maximum COVID disruption. If COVID-19 impacts were manageable in Phase 1, why did performance deteriorate so dramatically in Phase 2 (October 2021 – June 2023) and Phase 3 (July 2023 onward), when COVID-related disruptions were abating?
3. 2023–2024 Market Conditions. By 2023 and 2024, labor supply conditions and supply chain conditions in the construction industry had substantially normalized. The Bureau of Labor Statistics data and industry reports confirm that the acute labor shortages and material delivery delays experienced in 2020–2021 had largely resolved. Why, then, were Meridian's delays accelerating rather than improving during this period?
4. Specific Supply Chain Disruptions. Explore what specific COVID-related supply chain disruptions Yeung can identify. Were there specific fiber cable suppliers, conduit manufacturers, or equipment vendors that experienced disruptions? Which suppliers? What materials? When did those disruptions begin and when did they resolve? Can Yeung identify specific Northgate milestones whose delays were caused by identifiable supply chain disruptions?
C. Labor Supply Issues
1. Market Conditions vs. Employer Failure. Were the labor supply issues that Meridian experienced genuinely the result of force majeure (i.e., an unprecedented, unforeseeable market-wide labor shortage beyond Meridian's control), or were they the result of Meridian's own failure to offer competitive wages, provide attractive working conditions, and invest in workforce training and development?
2. Employee Turnover. What was Meridian's employee turnover rate during the Northgate project? How did this compare to industry benchmarks? If turnover was elevated, what were the reasons? Did exit interviews or workforce surveys identify specific grievances?
3. Loss of Crews to Competitors. Did Meridian lose construction crews to competitor firms during the Northgate project? Were competitors offering higher wages or better working conditions? Did Meridian take steps to match competitor compensation or otherwise retain its workforce?
4. Training Investment. Did Meridian invest in training programs to develop new fiber splicers, directional boring operators, and aerial construction technicians? If not, why not? The failure to invest in training is a management decision, not a force majeure event.
IX. TOPIC AREA 7: CURE NOTICES AND CORRECTIVE ACTION PLAN
This topic area is essential for establishing that Meridian received fair notice of its deficiencies, was afforded ample opportunity to cure, and failed to accomplish any meaningful cure during the entire cure period from January 18, 2024, through April 1, 2024.
A. Cure Notice No. 1 (January 18, 2024)
1. Content of the Cure Notice. Cure Notice No. 1 was sent by Renata Voss, Senior Vice President of Network Development at Northgate, to Victor Sandoval, CEO of Meridian, on January 18, 2024. The Cure Notice identified three categories of material breach: (a) Meridian's failure to achieve Milestone 8 on schedule (134+ days of delay accrued); (b) inadequate mobilization for Phase 3 (only 340 of 9,700 route miles completed after nine months); and (c) the accumulation of 43 critical NCRs reflecting persistent quality failures. The Cure Notice demanded that Meridian cure the identified deficiencies within 30 days, consistent with MCA § 14.1.
2. Yeung's Role in Preparing the Response. Meridian's response to Cure Notice No. 1 was dated February 2, 2024, and signed by Victor Sandoval. What was Yeung's role in preparing this response? As COO, she would have been the primary source of operational information regarding the causes of delay, the status of NCR remediation, and the feasibility of corrective measures. Did Yeung draft the response, review drafts, or provide the factual content?
3. Substance of the Response. In its February 2, 2024 response, Meridian disputed the characterization of its performance deficiencies as material breach. The response asserted three affirmative defenses:
(a) Northgate's alleged failure to obtain municipal permits in a timely manner under MCA § 5.3, contributing to schedule delays.
(b) The 14 alleged unformalised scope changes directed by Northgate, which Meridian contended had expanded the scope of work without corresponding schedule relief or additional compensation.
(c) Force majeure, specifically the residual effects of COVID-19 on labor supply and supply chain availability.
4. Source of Defenses. Was Yeung the primary source for the factual assertions underlying these three defenses? Did she personally believe, at the time, that Northgate bore responsibility for the permitting delays, the alleged scope changes, and the labor supply disruptions? Or were these defenses formulated at the direction of counsel?
B. Cure Notice No. 2 (February 19, 2024)
1. Content. Cure Notice No. 2, dated February 19, 2024, stated that Meridian had failed to cure the deficiencies identified in Cure Notice No. 1. The notice demanded that Meridian submit a detailed remediation plan within 15 days.
2. Actions Taken During the Cure Period. What specific, concrete steps did Meridian actually take between January 18, 2024 (Cure Notice No. 1) and February 19, 2024 (Cure Notice No. 2) to address the identified deficiencies? Were additional crews deployed to the Northgate project? Were critical NCRs remediated? Were subcontractor performance issues addressed?
3. February 2024 NCRs. During February 2024 — the very period in which Meridian was supposedly working to cure its quality failures — 12 additional critical NCRs were issued. This means that Meridian's quality performance did not improve during the cure period; it got worse. Ask Yeung to explain how this was possible if Meridian was genuinely attempting to cure. What does this say about Meridian's operational capacity and management commitment?
C. The Corrective Action Plan (March 5, 2024)
1. Yeung's Role. The Corrective Action Plan was submitted on March 5, 2024, in response to Cure Notice No. 2's demand for a remediation plan. As COO, Yeung likely played a central role in preparing the CAP. Was she the primary author? Did she provide the operational data and assumptions underlying the plan? Did she believe the plan was realistic and achievable?
2. CAP Proposals. The CAP proposed the following: