DOCUMENT REVIEW PROTOCOL AND CODING MANUAL

DOCUMENT REVIEW PROTOCOL AND CODING MANUAL
CALDERWOOD & HARKNESS LLP Internal Work Product / Attorney-Client Privileged
THIS DOCUMENT CONSTITUTES ATTORNEY WORK PRODUCT AND IS PROTECTED BY THE ATTORNEY-CLIENT PRIVILEGE AND THE WORK PRODUCT DOCTRINE. IT IS INTENDED SOLELY FOR USE BY THE CALDERWOOD & HARKNESS LLP REVIEW TEAM ASSIGNED TO THIS MATTER. THIS DOCUMENT MAY NOT BE COPIED, DISTRIBUTED, OR DISCLOSED TO ANY PERSON OUTSIDE THE FIRM WITHOUT THE EXPRESS WRITTEN AUTHORIZATION OF LINDA OSEI, RESPONSIBLE PARTNER. UNAUTHORIZED DISCLOSURE MAY RESULT IN WAIVER OF APPLICABLE PRIVILEGES.
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1. PURPOSE AND SCOPE OF THIS PROTOCOL
1.1 Purpose
The purpose of this Document Review Protocol and Coding Manual (this "Protocol") is to establish uniform standards, procedures, and coding conventions for the review of documents and electronically stored information ("ESI") collected in connection with the defense of Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Index No. 654321/2024 (Sup. Ct. N.Y. Cnty., Comm. Div.) (the "Litigation"). This Protocol is designed to ensure consistency, accuracy, and defensibility across all levels of the document review, from first-level responsiveness coding through final privilege determinations and pre-production quality control.
The review team must apply the standards and procedures set forth herein uniformly to all documents under review. Adherence to this Protocol is essential to protect the interests of our client, Northgate Telecommunications PLC ("Northgate" or "NTP"), and its wholly-owned United States subsidiary, Northgate Fiber Americas Inc. ("NFA"), and to ensure that Calderwood & Harkness LLP ("C&H") meets its discovery obligations while preserving all applicable privileges and protections.
1.2 Scope
This Protocol applies to all documents and ESI collected from Northgate and NFA custodians for potential production to the plaintiff, Meridian Infrastructure Partners LLC ("Meridian" or "MIP"), as well as all documents received from Meridian and from third parties in response to subpoenas or voluntary productions. Specifically, this Protocol governs:
(a) The review for responsiveness of approximately 1.4 million documents (encompassing approximately 3.2 terabytes of data) collected from ten (10) Northgate/NFA custodians, as identified in the discovery Plan and Custodian Selection Memorandum dated September 15, 2024;
(b) The privilege review of all responsive documents to identify and withhold or redact documents protected by the attorney-client privilege, the work product doctrine, the joint defense or common interest privilege, or any other applicable privilege or protection;
(c) The assignment of confidentiality designations to all documents produced, in accordance with the Stipulation and Proposed Order Regarding Confidentiality of discovery Materials filed with the Court on October 1, 2024;
(d) The application of issue tags and substantive coding to all responsive documents to facilitate efficient retrieval for deposition preparation, motion practice, expert analysis, and trial preparation;
(e) The review and analysis of documents produced by Meridian and by third parties in response to subpoenas issued by either party; and
(f) Quality control procedures, escalation protocols, and production mechanics.
1.3 Relationship to Other discovery Agreements
This Protocol supplements, and is to be read in conjunction with, the following documents, each of which governs aspects of the discovery process in this Litigation:
(a) The Stipulated E-discovery Protocol and ESI Agreement, filed with the Court on October 1, 2024, and agreed upon between C&H and Hargrove, Deluca & Stein LLP ("HDS"), counsel for Meridian;
(b) The Stipulation and Proposed Order Regarding Confidentiality of discovery Materials, filed with the Court on October 1, 2024;
(c) The discovery Plan and Custodian Selection Memorandum, dated September 15, 2024; and
(d) The Litigation Hold Notice issued to Northgate and NFA personnel on August 21, 2024.
To the extent of any conflict between this Protocol and the Stipulated E-discovery Protocol, the Stipulated E-discovery Protocol shall control as between the parties. This Protocol, however, imposes additional internal requirements that exceed the agreed-upon minimums where appropriate to protect our client's interests.
1.4 Review Platform
All document review shall be conducted on the Relativity platform hosted by Vantage Litigation Support LLC ("Vantage"), located at 300 Vesey Street, Suite 600, New York, NY 10282. Vantage is the neutral e-discovery vendor engaged by C&H for this matter. No review work may be performed outside of the Vantage-hosted platform, and no documents may be downloaded, printed, or otherwise removed from the platform without prior written approval from Jeffrey Park or Linda Osei, as further described in Section 4 below.
2. MATTER BACKGROUND SUMMARY FOR REVIEWERS
The following background information is provided to orient reviewers to the key facts, parties, contracts, and legal issues in this Litigation. Reviewers should familiarize themselves thoroughly with this section before beginning document review, as a working knowledge of the underlying facts is essential to accurate responsiveness, privilege, and issue coding.
2.1 Parties and Roles
2.1.1 Defendant / Client
Northgate Fiber Americas Inc. ("NFA") is a Delaware corporation (File No. 7182934; EIN 84-3291057) with its principal office at 600 Lexington Avenue, 28th Floor, New York, New York 10022. NFA is the named defendant in this Litigation and the entity that entered into the Master Construction Agreement at issue. NFA is a wholly-owned subsidiary of Northgate Telecommunications PLC ("NTP" or "Northgate"), a public limited company organized under the laws of England and Wales (Company No. 08234517), headquartered at 14 Cavendish Square, London W1G 0BX, United Kingdom. Northgate is listed on the London Stock Exchange (ticker: NTP) and its American Depositary Receipts are traded on Nasdaq (ticker: NTPLF).
Northgate is a global telecommunications infrastructure provider with operations across Europe and North America. NFA was established as the vehicle for Northgate's expansion into the United States fiber-optic infrastructure market, and the construction project at issue in this Litigation is NFA's flagship US build-out program.
Throughout this Protocol, references to "Northgate" or "NTP" encompass the parent company, while references to "NFA" refer specifically to the US subsidiary. Where the context requires reference to both entities collectively, the term "Northgate/NFA" is used.
2.1.2 Plaintiff.  Meridian Infrastructure Partners LLC ("Meridian" or "MIP") is a Delaware limited liability company (File No. 6439821; EIN 82-1647293) with its principal office at 1800 Post Oak Boulevard, Suite 1200, Houston, Texas 77056. Meridian is a specialty fiber-optic construction contractor that provides design, engineering, permitting, and construction services for telecommunications networks. Meridian is approximately 55% owned by Ridgepoint Capital Group LP ("Ridgepoint"), a private equity firm, with the remaining ownership split between Victor Sandoval (approximately 30%), Meridian's founder and CEO, and management equity participants (approximately 15%).
2.1.3 Plaintiff's Counsel
Meridian is represented in this Litigation by Hargrove, Deluca & Stein LLP ("HDS"), located at 51 West 52nd Street, 40th Floor, New York, New York 10019. The lead partner on the matter is Thomas Deluca, and the senior associate is Miriam Vasquez. All communications regarding discovery, including production correspondence, meet-and-confer discussions, and privilege dispute correspondence, should be directed to Mr. Deluca and Ms. Vasquez unless otherwise specified by Jeffrey Park or Linda Osei.
2.1.4 Presiding Justice
The Litigation is assigned to the Honorable Eleanor M. Ricci, Supreme Court Justice, Commercial Division, Part 49, located at 60 Centre Street, New York, New York 10007. Justice Ricci has issued several preliminary case management orders and is expected to hold regular status conferences. Reviewers should be aware that certain discovery disputes are pending before Justice Ricci, as described further in this Protocol.
2.2 Nature of the Dispute
This Litigation arises from the termination of a major fiber-optic construction contract. The core facts, viewed from our client's perspective, are as follows:
2.2.1 The Master Construction Agreement
On March 15, 2020, NFA (as "Owner") and Meridian (as "Contractor") entered into a Master Construction Agreement (the "MCA") for the design, engineering, permitting, and construction of approximately 18,500 route miles of fiber-optic cable across seven northeastern states: New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia. The MCA was a five-year agreement with a total contract value of approximately $1.2 billion, making it one of the largest fiber construction contracts in the region at the time of execution.
The work under the MCA was organized into three geographic phases, each encompassing multiple contractual milestones, as described in greater detail in Section 2.4 below.
2.2.2 Meridian's Performance Failures
Northgate's position — and the central theme of our defense — is that Meridian persistently and materially breached the MCA through a pattern of escalating schedule delays, pervasive quality deficiencies, and an inability or unwillingness to cure its defaults. Specifically:
(a) Schedule Delays: Meridian failed to meet multiple contractual milestones across all three phases of the project. The delays were not isolated incidents but reflected a systemic pattern of deteriorating performance. Milestone 3 was completed 47 days late. Milestone 5 was completed 22 days late. Milestone 6 was completed 68 days late. Milestone 7 was completed 91 days late. Milestone 8 was never completed at all, and was already at least 134 days behind schedule at the time of termination.
(b) Quality Deficiencies: Over the course of the project, NFA's quality assurance team issued a total of 287 non-conformance reports ("NCRs") against Meridian's work, of which 43 were classified as critical NCRs involving serious deficiencies such as excessive splice loss, conduit depth violations, and unauthorized route deviations from approved engineering plans. These quality failures violated the MCA's quality standards (Section 12.4), the project-specific NS-FIBER-2020 technical specification, and applicable industry standards including ANSI/TIA-568 and BICSI guidelines.
(c) Failure to Cure: NFA issued two formal Cure Notices — the first on January 18, 2024, and the second on February 19, 2024 — in accordance with MCA Section 14.1, which requires a 30-day cure period. Meridian submitted a response to Cure Notice No. 1 on February 2, 2024, and a Corrective Action Plan on March 5, 2024. NFA rejected the Corrective Action Plan on March 12, 2024, finding it inadequate in light of 12 additional critical NCRs issued during February 2024 alone, which demonstrated that Meridian's performance was continuing to deteriorate rather than improve.
2.2.3 Termination.  On April 1, 2024, NFA issued a Notice of Termination for Cause under MCA Section 14.1, terminating Meridian's right to perform further work under the MCA effective immediately. Meridian contested the termination by letter dated April 8, 2024, and on April 15, 2024, Meridian made a demand on the performance bond (Performance Bond No. ISG-2020-NE-04417, $120 million) issued by Ironclad Surety Group Inc.
2.2.4 The Litigation
On July 15, 2024, Meridian filed a Verified Complaint in the Supreme Court of the State of New York, New York County, Commercial Division, asserting four causes of action totaling approximately $200 million. On September 3, 2024, NFA filed its Answer with Affirmative Defenses and Counterclaims, asserting three counterclaims totaling $149 million.
Meridian's Claims:
•  Count I — Wrongful Termination: Meridian alleges that the termination was wrongful and without cause, seeking $92.4 million in lost profits.
•  Count II — Unpaid Invoices: Meridian claims that NFA wrongfully refused to pay $16.5 million in Phase 3 payment applications that were due and owing at the time of termination.
•  Count III — Retainage: Meridian seeks release of $56,966,667 in retainage withheld by NFA under MCA Section 18.1 over the life of the project.
•  Count IV — Breach of Implied Covenant of Good Faith and Fair Dealing / Consequential Damages: Meridian alleges that the termination was undertaken in bad faith and caused consequential damages of $34,133,333, including reputational harm and impairment of Meridian's bonding capacity.
Northgate's Counterclaims:
•  Counterclaim I — Liquidated Damages: NFA seeks $49 million in liquidated damages assessed across all delayed milestones at the contractual rate of $175,000 per day per milestone, subject to the per-milestone cap of 10% and the aggregate cap of 5% of total contract value ($60 million).
•  Counterclaim II — Excess Completion Costs: NFA seeks $81.7 million in excess costs incurred to complete the remaining MCA work through a replacement contractor, Crestline Construction Group Inc. ("Crestline"). The Crestline replacement contract, executed on June 10, 2024, has a total value of $712 million for the completion of the remaining scope of work, compared to the approximately $630.3 million in remaining value under the MCA at the time of termination.
•  Counterclaim III — Remediation Costs: NFA seeks $18.3 million in costs incurred and to be incurred to remediate the defective work identified in the 287 NCRs, including approximately $11.825 million for remediation of the 43 critical NCRs (at an average remediation cost of approximately $275,000 per critical NCR) and approximately $6.466 million for remediation of the 244 non-critical NCRs (at an average remediation cost of approximately $26,500 per non-critical NCR).
2.3 Key Contracts and Provisions
Reviewers must be familiar with the following key contracts and, for the MCA, the specific contractual provisions that are most relevant to the claims and defenses at issue. Copies of these documents are available on the review platform under the "Key Contracts" folder.
2.3.1 Master Construction Agreement (MCA)
The MCA, dated March 15, 2020, is the central contract in this dispute. It was executed between NFA (as Owner) and Meridian (as Contractor). The following sections are particularly relevant and are frequently referenced in the coding taxonomy:
•  Section 5.3 (Permitting): Establishes the allocation of responsibility between Owner and Contractor for obtaining municipal and regulatory permits required for the fiber build-out. This provision is critical to Meridian's affirmative defense that NFA failed to timely obtain necessary permits, thereby contributing to schedule delays.
•  Section 8.2 (Milestone Schedule): Sets forth the 14 contractual milestones (organized across the three project phases) and the required completion dates for each milestone. This section is the basis for measuring schedule performance and calculating liquidated damages.
•  Section 9.1 (Liquidated Damages): Establishes the liquidated damages rate at $175,000 per day per milestone for delays beyond the contractual completion date, subject to a per-milestone cap of 10% and an aggregate cap of 5% of total contract value (i.e., $60 million). This section is the contractual basis for Counterclaim I.
•  Section 12.4 (Quality Standards): Requires all construction work to conform to the NS-FIBER-2020 technical specification, ANSI/TIA-568 standards, and BICSI guidelines. Non-conforming work is subject to the NCR process and, ultimately, remediation or removal and replacement at the Contractor's expense.
•  Section 14.1 (Termination for Cause): Permits the Owner to terminate the MCA for cause upon 30 days' written notice if the Contractor has committed a material breach and has failed to cure within the 30-day cure period. This is the provision under which NFA terminated the MCA on April 1, 2024.
•  Section 14.3 (Termination for Convenience): Permits the Owner to terminate the MCA for convenience upon 60 days' written notice, with payment to the Contractor of an 8% termination fee calculated on the unperformed value of the contract. This provision is relevant to Meridian's argument that NFA's true motivation was to replace Meridian at lower cost (i.e., that the termination for cause was pretextual and should have been a termination for convenience).
•  Section 14.5 (Consequences of Termination for Cause): Establishes the consequences of a valid termination for cause, including the Contractor's liability for excess completion costs and the Owner's right to draw on the performance bond.
•  Section 16.1 (Change Orders): Requires that all scope changes be documented in written Change Orders signed by both parties. This provision is relevant to Meridian's defense that 14 Owner-directed scope changes were never formalized as Change Orders, and that these informal scope changes contributed to schedule delays.
•  Section 18.1 (Payment): Establishes the monthly progress payment process and provides for 10% retainage on all payments, to be released upon substantial completion and satisfaction of specified conditions. This section is relevant to Meridian's claims for unpaid invoices and retainage release.
•  Section 20.1 (Limitation of Liability): Contains a mutual waiver of consequential damages, with specified carve-outs. The enforceability and scope of this waiver is a key defense to Meridian's Count IV claim for consequential damages.
2.3.2 Performance Bond
Performance Bond No. ISG-2020-NE-04417, in the amount of $120 million, was issued by Ironclad Surety Group Inc. ("Ironclad") at the inception of the MCA. The bond secures Meridian's performance obligations under the MCA and is the subject of Meridian's April 15, 2024 demand on the bond. Communications with Ironclad (particularly with Patricia Dwyer, Ironclad's designated representative) are relevant and sensitive. These communications are coded under the `TOPIC_BOND` tag and are subject to heightened confidentiality and potential joint defense privilege protections.
2.3.3 Crestline Replacement Contract
The replacement contract between NFA and Crestline Construction Group Inc. ("Crestline"), executed on June 10, 2024, has a total value of $712 million for the completion of the remaining scope of work under the MCA. The difference between the Crestline contract value and the remaining value under the Meridian MCA (approximately $630.3 million) forms the basis of Counterclaim II (excess completion costs of $81.7 million). Documents relating to the procurement and execution of the Crestline contract are coded under the `TOPIC_CRESTLINE` tag.
2.4 Key Timeline for Reviewer Awareness
The following chronology sets forth the critical dates and events in the history of the MCA and the Litigation. Reviewers should use this timeline as a reference when assessing the relevance and context of documents under review.
3. CUSTODIANS AND DATA SOURCES
3.1 Northgate/NFA Custodians (10 Total)
The following individuals have been identified as document custodians in this matter, organized into three priority tiers based on their relevance to the key issues in the Litigation and the anticipated timing of their depositions. The tiering governs the order in which custodian collections are reviewed, as described in Section 10 below.
3.1.1 Priority Tier 1 — Key Fact Witnesses
Tier 1 custodians are the individuals most directly involved in the day-to-day management and oversight of the MCA and the fiber build-out program. Their collections are reviewed first, as their documents are critical for deposition preparation and the defense of depositions.
Renata Voss — Vice President, US Network Infrastructure, NFA. Ms. Voss was the senior NFA executive responsible for overseeing the fiber build-out program and served as the primary point of contact between NFA and Meridian at the executive level. She authored Cure Notice No. 1 (January 18, 2024) and the Notice of Termination for Cause (April 1, 2024). Ms. Voss is one of our most important witnesses and her documents are central to the Litigation. Deposition noticed by Meridian and conducted on November 12–13, 2024.
Sean Calloway — Director, Construction Management, NFA. Mr. Calloway served as the day-to-day contract administrator for the MCA and had direct oversight of construction operations, quality assurance, and milestone tracking. He was the primary interface with Meridian's field personnel and managed the NCR process. His documents include construction site files, field reports, and extensive correspondence with Meridian's project management team. Deposition noticed by Meridian and conducted on November 19, 2024.
3.1.2 Priority Tier 2 — Senior Executives
Tier 2 custodians are senior executives of Northgate and NFA whose documents involve strategic decision-making, financial oversight, and legal analysis. These collections carry heightened privilege sensitivity and must be reviewed with particular care.
Dominic Hale — General Counsel, Northgate Telecommunications PLC. Mr. Hale is the primary in-house legal advisor for Northgate and its subsidiaries, including NFA. He was directly involved in the legal analysis surrounding the termination decision and communicated extensively with C&H attorneys. Mr. Hale occupies a "dual-hat" role, acting in both legal and business capacities, which requires heightened scrutiny in the privilege analysis (see Section 13.2 below). Mr. Hale is the primary client contact for C&H on this matter. Meridian has noticed Mr. Hale's deposition, and Northgate has interposed a privilege objection; the deposition is currently scheduled for February 25, 2025, with the privilege objection pending before Justice Ricci.
Helena Bright — Chief Financial Officer, Northgate Telecommunications PLC. Ms. Bright is responsible for financial planning, budgeting, and reporting for Northgate and its subsidiaries. Her documents include financial analyses of the fiber build-out program, budget approvals, and communications regarding the financial impact of the termination and replacement contractor procurement. Ms. Bright's deposition has been scheduled by commission in London for February 18, 2025.
Sir Malcolm Ashford — Chief Executive Officer, Northgate Telecommunications PLC. Sir Malcolm is the CEO of the Northgate group and was involved in high-level strategic decisions regarding the fiber program and the termination. His communications are typically with other senior executives and Board members and are often copied to Dominic Hale. Documents involving Sir Malcolm frequently address strategic considerations that may be privileged.
3.1.3 Priority Tier 3 — Additional Custodians
Five additional NFA custodians have been identified in the discovery Plan and Custodian Selection Memorandum dated September 15, 2024. These individuals include NFA personnel from the finance, engineering, and permitting functions who had involvement with the fiber build-out program. Their identities and roles are set forth in the Custodian Selection Memorandum, which is available on the review platform. Tier 3 custodians are reviewed in Phase C, after Tier 1 and Tier 2 collections have been substantially completed.
3.2 Data Sources
The following data sources have been collected from Northgate/NFA custodians and loaded to the Vantage review platform:
(a) Email (Strathmore Data Systems / outlook): Email collections have been obtained from all ten custodians. Email is the primary source of communications in this matter and constitutes the majority of the document universe by volume. Email collections include all messages sent, received, and stored in each custodian's Exchange mailbox, including archived messages and deleted items (to the extent recoverable).
(b) Shared Network Drives: NFA maintains two shared network drives relevant to this matter: the NFA Construction Management Shared Drive (containing project management files, NCRs, milestone tracking documents, field reports, and construction photographs) and the NFA Finance Drive (containing financial records, payment applications, budget documents, and invoicing files). Documents from these drives have been collected and loaded to the review platform.
(c) Document Management System (Northgate Internal DMS): Northgate maintains an internal document management system used for formal contract documents, executed agreements, corporate records, and board materials. Relevant documents have been extracted from the DMS and loaded to the platform.
(d) Project Management Platform: NFA's internal fiber build-out project tracker is a web-based application used to manage milestone schedules, task assignments, progress reporting, and resource allocation. Data from this platform has been exported and loaded to the review platform in native format.
(e) Instant Messaging (Northgate Data Systems): Northgate Data Systems chat messages and channel communications have been collected from Tier 1 and Tier 2 custodians. Teams messages are particularly relevant to informal communications about project issues, delays, and quality concerns that may not appear in formal email correspondence.
(f) Personal Devices: Personal devices (mobile phones and personal laptops) have been collected from Tier 1 custodians only (Renata Voss and Sean Calloway), pursuant to the litigation hold notice issued on August 21, 2024. Personal device collections include text messages (SMS and Westmark Software), Meridian Services Inc. messages, and locally stored files.
(g) Hard-Copy Files: Sean Calloway maintained physical construction site files at NFA's field offices. These files have been scanned, digitized, and loaded to the Vantage platform. The scanned documents include field inspection reports, handwritten notes, marked-up drawings, and printed correspondence.
3.3 Collection Parameters
3.3.1 Date Range
The primary date range for document collection is January 1, 2019 through April 30, 2024. This range captures pre-contract negotiation documents (the MCA was executed on March 15, 2020, but negotiations commenced in late 2019) through 30 days after the termination (April 1, 2024).
An extended date range applies to two custodians:
Dominic Hale and Helena Bright: The collection date range for these custodians extends through August 19, 2024, in order to capture post-termination strategy communications, internal legal analysis, and financial impact assessments. Documents from the extended date range for these custodians are subject to heightened privilege review, as many will involve communications with C&H attorneys regarding litigation strategy and legal advice.
3.3.2 Search Terms and De-Duplication
Search terms were applied during the collection process in accordance with the discovery Plan memorandum dated September 15, 2024. The search term list was developed collaboratively by C&H and the Vantage litigation support team to capture documents relevant to the MCA, the fiber build-out program, the termination, and the key claims and defenses. A copy of the search term list is maintained in the review platform's project documentation folder.
De-duplication was performed by Vantage across all custodians (global de-duplication), meaning that where an identical document appears in the collections of multiple custodians, only one copy is presented for review. However, custodian-level tracking has been retained for all de-duplicated documents, ensuring that the privilege log accurately reflects all custodians who possess a given document. This is important because a document may be privileged as to one custodian (e.g., a legal advice email sent to Dominic Hale) but not privileged as to another custodian who received the same email in a business capacity.
4. REVIEW PLATFORM AND ACCESS
4.1 Platform
All document review for this matter shall be conducted exclusively on the Vantage-hosted Relativity platform. The workspace name is "1022-00005 — Northgate v. Meridian." All reviewers will receive individual access credentials from Vantage, and two-factor authentication is required for all logins. Reviewers must not share credentials with any other person, and must log out of the platform when not actively conducting review.
The review platform contains the full document universe organized by custodian, data source, and review phase. The platform also contains reference folders with key contracts, pleadings, discovery correspondence, and other reference materials that reviewers may consult during the review process. These reference materials are located in the "Reference Materials" folder and are read-only.
4.2 Access Levels
Access to the review platform is tiered to reflect the roles and responsibilities of different members of the review team. The following access levels have been established:
Level 1 — Partner / Senior Attorney Access:
Holders: Linda Osei (Responsible Partner), Priya Anand (Billing Partner).
Permissions: Full access to all documents across all custodians and review phases. Full access to all coding fields, including the ability to override and modify any coding decision. QC override permissions, enabling Level 1 users to approve or reject QC determinations. Production queue management permissions, including the ability to add, remove, or hold documents in the production queue. Access to all work product folders, privileged analysis memoranda, and case strategy documents.
Level 2 — Associate Access:
Holders: Jeffrey Park (Lead Associate), Yuki Nakamura (Working Associate).
Permissions: Full access to all documents across all custodians and review phases. Full access to all coding fields. Ability to create, modify, and manage review batches. QC review permissions, including the ability to review and approve first-level coding decisions. No production queue override (i.e., Level 2 users cannot release a production without Level 1 approval). Access to work product folders and privileged analysis memoranda.
Level 3 — Contract Reviewer Access:
Holders: Any contract attorneys brought on for first-level review (to be onboarded as needed based on volume and timeline requirements).
Permissions: Access limited to assigned batches only; contract reviewers cannot browse documents outside their assigned batches. Coding permissions limited to the following fields: `Responsiveness`, privilege flags (including `Escalate — Privilege`), confidentiality flags (including `Escalate — Confidentiality`), issue tags, witness tags, `HotDoc`, `ExpertRelevant`, and `Reviewer_Notes`. No access to work product folders, privileged analysis memoranda, case strategy documents, or the Key Document Index. No access to production queue management.
4.3 Security and Confidentiality
All documents and materials on the review platform are subject to the Stipulation and Proposed Order Regarding Confidentiality of discovery Materials filed with the Court on October 1, 2024. In addition, the following security measures apply:
(a) No documents may be downloaded from the review platform to personal devices, including personal laptops, tablets, mobile phones, or portable storage media, without prior written approval from Jeffrey Park or Linda Osei.
(b) No documents may be printed without prior written approval from Jeffrey Park or Linda Osei.
(c) All review work must be conducted in a secure environment. Reviewers working remotely must ensure that their screens are not visible to unauthorized persons and must use secure, encrypted internet connections.
(d) All contract reviewers must sign Calderwood & Harkness LLP's standard confidentiality acknowledgment before being granted access to the review platform. The confidentiality acknowledgment is administered by Jeffrey Park and a signed copy is retained in the matter file.
(e) Any suspected security breach, unauthorized access, or inadvertent disclosure must be reported immediately to Jeffrey Park and Linda Osei.
5. FIRST-LEVEL REVIEW: RESPONSIVENESS CODING
5.1 Responsiveness Determination
The first level of review requires each document to be assessed for responsiveness — that is, whether the document falls within the scope of discovery and should be produced to Meridian (subject to privilege and other objections). Reviewers should apply the following standards:
5.1.1 Responsive.  A document is Responsive if it is within the scope of one or more of Meridian's 62 document requests (as served in Meridian's First Request for Production of Documents, dated September 10, 2024) or within the scope of Northgate's affirmative disclosure obligations under the CPLR and the Preliminary Conference Order, and it relates to any of the following:
(a) The MCA, including its negotiation, execution, interpretation, performance, or termination;
(b) The fiber build-out program, including project planning, engineering, permitting, construction, quality assurance, milestone tracking, and financial management;
(c) The termination of the MCA, including the events leading up to the termination, the cure notice process, and the post-termination consequences;
(d) Any claim asserted by Meridian (Counts I through IV), including the factual bases for those claims and Northgate's defenses to them;
(e) Any counterclaim asserted by Northgate (Counterclaims I through III), including the factual bases for those counterclaims and Meridian's anticipated defenses;
(f) Damages claimed by either party, including calculations, supporting data, expert analyses, and mitigation efforts;
(g) The replacement contractor procurement process and the Crestline contract;
(h) Communications with insurers, sureties, or coverage counsel regarding the MCA or the Litigation; or
(i) Any other matter relevant to the claims, defenses, or counterclaims in the Litigation.
Reviewers should apply a broad standard of relevance. If a document has any reasonable bearing on any claim, defense, or counterclaim, it should be coded as Responsive. Over-inclusion at the first-level review stage is preferable to under-inclusion, as documents coded Responsive can be further evaluated during second-level review and pre-production QC, whereas documents erroneously coded Not Responsive may be permanently excluded from the review.
5.1.2 Not Responsive
A document is Not Responsive if it falls outside the scope of all document requests and has no bearing on any claim, defense, or counterclaim in the Litigation. Examples of Not Responsive documents include:
(a) Purely personal communications unrelated to Northgate/NFA business or the fiber build-out program (e.g., personal scheduling, family correspondence);
(b) Documents relating to unrelated Northgate/NFA business operations that have no connection to the MCA, the fiber build-out program, or the parties to this Litigation;
(c) Spam, junk mail, newsletters, and automated system-generated notifications with no substantive content (e.g., IT system alerts, password reset emails);
(d) Duplicate documents that have already been reviewed and coded (to the extent not already eliminated through de-duplication).
5.1.3 Needs Further Review
A document should be coded Needs Further Review if its responsiveness is ambiguous and the reviewer cannot make a confident determination after reasonable consideration. This includes documents that:
(a) Appear to relate tangentially to the MCA or the fiber program but may not fall within the scope of any specific document request;
(b) Contain mixed content (e.g., a long email chain where some messages are clearly responsive and others appear unrelated);
(c) Reference unfamiliar individuals, entities, or projects that the reviewer cannot identify as related or unrelated to the Litigation; or
(d) Raise any other question or concern that the reviewer believes warrants attorney-level evaluation.
Documents coded Needs Further Review will be escalated to Jeffrey Park or Yuki Nakamura for second-level review and final determination, as described in Section 9 below.
5.2 Responsiveness Coding Field
The responsiveness determination is recorded in the following coding field:
Field name: `Responsiveness`
Options: `Responsive` | `Not Responsive` | `Needs Further Review`
Family Coding Rule: Each document family (parent document plus all attachments) is to be coded together as a single unit. If any member of a document family is responsive, the entire family must be coded as `Responsive`. For example, if an email is not responsive but one of its attachments is responsive, the email and all attachments should be coded `Responsive`. This rule ensures that responsive documents are produced in their full context, consistent with the family integrity requirements of the Stipulated E-discovery Protocol.
6. PRIVILEGE REVIEW AND CODING
Privilege review is one of the most critical aspects of this document review. Failure to identify and withhold privileged documents may result in waiver of applicable privileges, while over-designation of privilege may expose the review to challenge by Meridian and the Court. Reviewers must exercise careful judgment in applying the following privilege categories.
6.1 Privilege Categories
6.1.1 Attorney-Client Privilege (ACP)
The attorney-client privilege protects confidential communications between Northgate/NFA personnel and their attorneys, made for the purpose of seeking or providing legal advice. For purposes of this review, "attorneys" includes:
(a) Attorneys at Calderwood & Harkness LLP (including all partners, associates, and staff attorneys working on this matter or on related Northgate matters);
(b) Dominic Hale, General Counsel, Northgate Telecommunications PLC, in his capacity as in-house legal counsel (subject to the dual-hat analysis described in Section 13.2);
(c) Any other in-house legal personnel of Northgate or NFA who provided legal advice in connection with the MCA, the termination, or the Litigation; and
(d) Any prior outside counsel retained by Northgate or NFA in connection with the MCA or related matters.
To qualify for the attorney-client privilege, a communication must be: (i) between a client (or client's agent) and an attorney (or attorney's agent); (ii) made in confidence; and (iii) for the purpose of seeking or providing legal advice. Not all communications involving attorneys are privileged — for example, communications in which an attorney acts in a purely business advisory capacity, or communications that are merely copied to an attorney for informational purposes without seeking legal advice, may not qualify.
6.1.2 Work Product Doctrine (WP)
The work product doctrine protects documents prepared in anticipation of litigation or for trial. Work product protection applies to documents reflecting an attorney's mental impressions, conclusions, opinions, or legal theories, as well as factual compilations and analyses prepared for litigation purposes.
For this matter, the work product doctrine is applicable primarily to documents prepared from January 2024 forward, when the cure notice process commenced and litigation became reasonably foreseeable, and with certainty to documents prepared from April 2024 forward, when the termination occurred and litigation was imminent. However, reviewers should be aware that certain documents created earlier may also qualify for work product protection if they were prepared at the direction of counsel in anticipation of a potential dispute.
6.1.3 Joint Defense / Common Interest Privilege (JD)
The joint defense or common interest privilege protects communications shared among parties with a common legal interest, where the communications are made for the purpose of coordinating legal strategy. In this matter, the following relationships may give rise to joint defense or common interest privilege:
(a) Communications between Northgate/NFA and Ironclad Surety Group Inc. (the performance bond surety), to the extent shared for the purpose of coordinating legal strategy regarding the bond demand and related claims;
(b) Communications between Northgate/NFA and Pemberton Fox LLP (Rachel Solomons, coverage counsel for Albion Specialty Insurance Ltd. and Keystone National Insurance Company), to the extent shared for the purpose of coordinating insurance coverage strategy and the defense of the Litigation.
The joint defense privilege is narrower than the attorney-client privilege and applies only where: (i) the communicating parties share a common legal interest; (ii) the communication is made in furtherance of that common legal interest; and (iii) the communication is otherwise confidential. Reviewers should escalate any documents involving these communications for further analysis if they are unsure whether the privilege applies.
6.1.4 Dual Purpose Documents
Some documents serve both a business purpose and a legal purpose. For example, a memorandum analyzing the financial impact of the termination may contain both business analysis and legal strategy. In these situations, the privilege applies only if the primary purpose of the document was the seeking or provision of legal advice or the preparation for litigation. Documents where the legal and business purposes are intertwined should be flagged for escalation to Jeffrey Park or Linda Osei.
6.2 Privilege Coding Fields
Privilege determinations are recorded in the following coding fields:
Field name: `Privilege`
Options: `ACP` | `WP` | `ACP + WP` | `JD` | `Not Privileged` | `Escalate — Privilege`
Reviewers should select the option that most accurately describes the basis for the privilege assertion. Where a document is protected by both the attorney-client privilege and the work product doctrine, select `ACP + WP`. Where a document is protected solely under the joint defense or common interest doctrine, select `JD`. Where the reviewer is unsure whether a document is privileged, select `Escalate — Privilege` and add a note in the `Reviewer_Notes` field explaining the basis for the uncertainty.
Field name: `PrivilegeLogRequired`
Options: `Yes` | `No`
If the `Privilege` field is coded to any privileged designation (ACP, WP, ACP + WP, or JD) and the document is also coded as `Responsive`, then the `PrivilegeLogRequired` field must be set to `Yes`. Documents that are privileged but not responsive need not be logged, as they would not be produced in any event. Documents that are not privileged should be coded `No`.
6.3 Privilege Log Information
For all documents where `PrivilegeLogRequired` = `Yes`, reviewers must populate the following additional fields, which feed directly into the Privilege Log:
`Priv_Author`: The author(s) of the document or the sender of the communication. For emails, this is the "From" field. For memoranda or other documents, this is the stated author.
`Priv_Recipient`: The recipient(s) of the communication, including all individuals in the "To," "CC," and "BCC" fields for emails, or the stated recipients for memoranda or letters.
`Priv_Date`: The date of the document or communication, using the format MM/DD/YYYY.
`Priv_Description`: A brief, non-waiving description of the subject matter of the document. The description should be sufficient to allow the receiving party and the Court to understand the nature of the document and the basis for the privilege assertion, without disclosing the substance of the privileged communication. Examples:
•  "Email from D. Hale (General Counsel, NTP) to R. Voss (VP, NFA) conveying legal advice regarding termination process under MCA § 14.1"
•  "Memorandum prepared by C&H attorneys at the direction of D. Hale analyzing potential litigation exposure in connection with MCA termination"
•  "Email chain between R. Voss (NFA) and J. Park (C&H) seeking and providing legal advice regarding cure notice requirements"
`Priv_Basis`: The specific privilege basis, selected from: ACP, WP, ACP + WP, or JD.
These fields feed directly into the Privilege Log, which was initially served with the first rolling production on October 31, 2024, and contained 214 entries. The Privilege Log is updated on a rolling basis with each subsequent production, as described in Section 11.3 below.
6.3.1 Special Note: Dominic Hale Communications
Communications involving Dominic Hale, General Counsel of Northgate, require particular care in the privilege analysis. Mr. Hale occupies a dual role: he serves as the company's chief legal officer and also participates in business management decisions. As a result, not all of his communications are privileged — those in which he acts in a purely business capacity (e.g., providing factual status updates, making operational decisions, or giving business direction without legal analysis) may not be protected.
All documents involving Dominic Hale, whether as author, recipient, or referenced party, must be coded `Escalate — Privilege` and escalated to Jeffrey Park for initial review and to Linda Osei for final privilege determination. This heightened review requirement is necessitated by the pending privilege dispute: Meridian has filed a Motion to Compel production of 214 documents on Northgate's Privilege Log, with oral argument scheduled for January 27, 2025 before Justice Ricci. Many of the challenged documents involve Mr. Hale, and the Court's ruling may establish binding parameters for the privilege analysis of his communications.
6.4 Clawback Procedures
Pursuant to Section 7 of the Stipulated E-discovery Protocol, the inadvertent production of a privileged document does not constitute a waiver of the applicable privilege. The parties have agreed to a clawback procedure modeled on Federal Rule of Evidence 502(d), which has been incorporated into the Stipulated E-discovery Protocol by analogy (New York state courts do not have a direct equivalent, but the parties' stipulation has been so-ordered by Justice Ricci).
If a privileged document is identified after it has been produced to Meridian, the following procedure must be followed:
(a) The reviewer or team member who identifies the inadvertent production must immediately notify Jeffrey Park.
(b) Jeffrey Park will verify the privilege determination and, if confirmed, will promptly issue a written clawback notice to HDS identifying the inadvertently produced document by Bates number and asserting the applicable privilege.
(c) Upon receipt of the clawback notice, HDS is required under the Stipulated E-discovery Protocol to sequester the identified document, return or destroy all copies, and not use the document or its contents for any purpose in the Litigation.
(d) If HDS disputes the privilege assertion, the parties will meet and confer, and if the dispute cannot be resolved, either party may seek a ruling from the Court.
The existence of the clawback provision does not diminish the importance of accurate privilege review. Clawback is a safety net, not a substitute for diligent privilege identification.
7. CONFIDENTIALITY DESIGNATION CODING
7.1 Confidentiality Tiers
All responsive, non-privileged documents produced to Meridian must be assigned a confidentiality designation in accordance with the Stipulation and Proposed Order Regarding Confidentiality of discovery Materials filed with the Court on October 1, 2024. The confidentiality designations are as follows:
7.1.1 Confidential.  The Confidential designation applies to documents containing proprietary business information, financial data, trade secrets, or competitively sensitive information of any party or third party. Documents designated Confidential may be disclosed to outside counsel for the receiving party, in-house counsel (subject to certain restrictions), retained experts, and other persons specifically authorized under the Confidentiality Stipulation. They may not be disclosed to the public, the media, or any person not authorized under the Stipulation.
7.1.2 Highly Confidential — Attorneys' Eyes Only ("AEO")
The Highly Confidential — Attorneys' Eyes Only designation applies to documents containing information of heightened sensitivity whose disclosure beyond outside litigation counsel would create a significant risk of competitive harm, prejudice, or other injury. Documents designated AEO may be disclosed only to outside litigation counsel for the receiving party and, with certain limitations, to retained experts who have signed an appropriate confidentiality undertaking. AEO documents may not be disclosed to in-house counsel or business personnel of the receiving party without prior agreement or court order.
7.1.3 Not Designated
The Not Designated category applies to documents that do not contain proprietary, confidential, or competitively sensitive information. These documents may be used without restriction, subject to the general rules of the Litigation.
7.2 Coding Field
Confidentiality designations are recorded in the following coding field:
Field name: `Confidentiality`
Options: `Confidential` | `Highly Confidential — AEO` | `Not Designated` | `Escalate — Confidentiality`
If a reviewer is unsure of the appropriate confidentiality designation, the reviewer should select `Escalate — Confidentiality` and add a note in the `Reviewer_Notes` field.
7.3 Designation Guidelines
The following guidelines are intended to assist reviewers in applying consistent confidentiality designations across the document review. These guidelines are not exhaustive, and reviewers should exercise judgment in applying the appropriate designation based on the content of each document.
Highly Confidential — Attorneys' Eyes Only (AEO):
•  Documents reflecting NTP or NFA financial performance data, including revenue, EBITDA, operating margins, capital expenditure budgets, and similar financial metrics. For reference, NFA's FY2023 revenue was approximately $1.1 billion, with EBITDA of approximately $286 million (representing a 26% EBITDA margin); NFA's FY2024 capital expenditure budget was approximately $340 million; and consolidated NTP FY2023 revenue was approximately £3.8 billion. Any documents disclosing these or similar financial figures should be designated AEO.
•  Board-level presentations, board minutes, and communications involving Dame Catherine Elsworth (Chair of the Northgate Board) or other board members, to the extent they discuss strategic analysis of the fiber program, financial performance, or the termination decision.
•  Internal strategic analysis documents, including make-versus-buy analyses, competitive landscape assessments, and market pricing studies related to the fiber build-out program.
•  Communications with insurance carriers (Albion Specialty Insurance Ltd., D&O Policy No. ALB-DO-2023-4782; Keystone National Insurance Company, CGL Policy No. KNIC-CGL-2022-99301) and coverage counsel (Pemberton Fox LLP, Rachel Solomons), including coverage analysis, claims correspondence, and defense cost allocation.
•  Communications with Ironclad Surety Group Inc. (Patricia Dwyer) regarding Performance Bond No. ISG-2020-NE-04417, including bond claims, bond cost analysis, and surety strategy.
Confidential:
•  Internal project management documents, including NCRs, milestone tracking reports, construction progress reports, field inspection reports, and quality assurance documentation.
•  Payment applications, progress certifications, invoice records, and retainage calculations.
•  Internal emails and memoranda discussing project status, schedule performance, and construction management decisions that do not rise to the level of strategic or financial sensitivity warranting AEO designation.
•  Communications with Meridian's personnel regarding project issues that contain proprietary Northgate information (e.g., NFA's internal assessment of a particular NCR or delay cause).
Not Designated:
•  Routine correspondence with Meridian about scheduling, field operations, or project logistics that does not contain proprietary or competitively sensitive content.
•  Documents already in the public domain, including publicly filed court papers, SEC filings, LSE regulatory news service announcements, and publicly available corporate disclosures.
•  General industry publications, standards documents (e.g., published ANSI/TIA-568 standards), and similar publicly available materials.
8. ISSUE TAGS (SUBSTANTIVE CODING)
8.1 Purpose
Issue tags are substantive coding designations that enable the review team and case attorneys to rapidly identify and retrieve documents relevant to specific claims, defenses, counterclaims, witness topics, and subject matter areas. Effective issue tagging is essential for deposition preparation, motion practice, expert analysis, and trial preparation. The issue tag taxonomy has been developed to align with the specific claims and defenses asserted in this Litigation and the key factual themes that are expected to be the focus of discovery and trial.
Every responsive document must receive at least one issue tag. Multiple issue tags should be applied where a document is relevant to more than one claim, defense, or subject matter area. Reviewers are encouraged to be thorough in applying issue tags, as over-tagging is strongly preferred to under-tagging. A document that is tagged with too many issue codes can easily be filtered; a document that is missing a relevant issue tag may be overlooked during critical case preparation.
8.2 Issue Tag Taxonomy
The following taxonomy sets forth all available issue tags, organized by category. Each tag is identified by its code name (as it appears in the review platform's multi-select issue tag field) and a description of the types of documents to which it should be applied.
8.2.1 Claims and Defenses — Meridian's Claims
`CLAIM_I_WRONGFUL_TERMINATION`
This tag applies to documents relevant to Count I of Meridian's Verified Complaint — wrongful termination. Meridian seeks $92.4 million in lost profits, alleging that NFA's termination of the MCA for cause was wrongful because Meridian had not committed a material breach or, alternatively, because any breach was excused by NFA's own failures (permitting delays, informal scope changes, force majeure). This tag should be applied to:
•  Documents supporting Meridian's position that the termination was pretextual, including internal Northgate communications suggesting alternative motivations for the termination;
•  Documents supporting Northgate's defense that the termination was justified by Meridian's material breach under MCA Section 14.1, including evidence of schedule delays, quality deficiencies, and failure to cure;
•  The Notice of Termination for Cause (April 1, 2024), Meridian's contest letter (April 8, 2024), and all related correspondence;
•  Any documents bearing on the adequacy of the cure period and the sufficiency of Meridian's cure efforts.
`CLAIM_II_UNPAID_INVOICES`
This tag applies to documents relevant to Count II — Meridian's claim for $16.5 million in unpaid Phase 3 payment applications. This tag should be applied to:
•  Phase 3 payment applications (invoices) submitted by Meridian and not paid by NFA;
•  NFA's payment approval and rejection correspondence, including any justifications for non-payment (e.g., defective work, disputed quantities, non-conforming materials);
•  Internal NFA analysis of the disputed invoices;
•  MCA Section 18.1 payment provisions and any correspondence interpreting those provisions.
`CLAIM_III_RETAINAGE`
This tag applies to documents relevant to Count III — Meridian's claim for $56,966,667 in retainage. This tag should be applied to:
•  Retainage calculations and tracking documents showing the accumulated retainage balance over the life of the project;
•  Correspondence regarding the conditions for retainage release under MCA Section 18.1;
•  NFA's position on why retainage has not been released (e.g., incomplete work, outstanding NCRs, disputed quality);
•  Any documents addressing the interaction between the retainage provisions and the termination for cause.
`CLAIM_IV_GOOD_FAITH`
This tag applies to documents relevant to Count IV — Meridian's claim for breach of the implied covenant of good faith and fair dealing, seeking $34,133,333 in consequential damages. This tag should be applied to:
•  Documents bearing on NFA's motivations for the termination, including any evidence that the termination was motivated by financial considerations, a desire to bring construction in-house, or an opportunity to re-procure at lower cost;
•  Documents addressing the impact of the termination on Meridian's reputation, bonding capacity, or ability to compete for future projects;
•  Documents relevant to the enforceability of the MCA Section 20.1 consequential damages waiver, which is a primary defense to this count.
8.2.2 Counterclaims — Northgate's Counterclaims
`CC_I_LIQUIDATED_DAMAGES`
This tag applies to documents relevant to Counterclaim I — NFA's claim for $49 million in liquidated damages. This tag should be applied to:
•  Milestone completion certificates, milestone tracking reports, and planned-versus-actual completion date analyses;
•  LD assessment letters, including the November 5, 2021 letter for Milestone 3 ($8.225 million) and subsequent LD assessment correspondence for Phase 2 milestones;
•  LD calculations showing the application of the $175,000 per day per milestone rate;
•  Cap calculations under MCA Section 9.1 (10% per-milestone cap, 5% aggregate cap of $60 million);
•  Any Meridian correspondence disputing or objecting to LD assessments;
•  Documents relevant to whether the LD clause constitutes an enforceable liquidated damages provision or an unenforceable penalty.
`CC_II_EXCESS_COSTS`
This tag applies to documents relevant to Counterclaim II — NFA's claim for $81.7 million in excess completion costs. This tag should be applied to:
•  The Crestline Construction Group Inc. replacement contract ($712 million, executed June 10, 2024);
•  The bid and procurement process for the replacement contractor, including solicitations, proposals, evaluations, and selection criteria;
•  Comparison analyses between the Crestline contract value ($712 million) and the remaining value under the Meridian MCA at the time of termination (approximately $630.3 million);
•  Any documents relevant to the reasonableness of the Crestline contract terms and pricing;
•  MCA Section 14.5 provisions regarding the consequences of termination for cause and the Owner's right to recover excess completion costs.
`CC_III_REMEDIATION`
This tag applies to documents relevant to Counterclaim III — NFA's claim for $18.3 million in remediation costs. This tag should be applied to:
•  NCR documentation (all 287 NCRs), with particular emphasis on the 43 critical NCRs (average remediation cost of approximately $275,000 per critical NCR) and the 244 non-critical NCRs (average remediation cost of approximately $26,500 per non-critical NCR);
•  Engineering assessments and remediation scopes of work prepared by NFA or third-party engineers;
•  Remediation cost estimates, invoices, and actual repair costs;
•  QA/QC inspection reports documenting the nature and extent of defective work;
•  Documents addressing whether Meridian was given the opportunity to perform remediation prior to termination.
8.2.3 Affirmative Defense Tags
`DEF_MATERIAL_BREACH`
This tag applies to documents constituting evidence of Meridian's material breach of the MCA, which is Northgate's primary defense to Count I (wrongful termination). This tag should be applied to:
•  Documents demonstrating the pattern of escalating schedule delays across multiple milestones (MS3: 47 days late, MS5: 22 days late, MS6: 68 days late, MS7: 91 days late, MS8: 134+ days late and never completed);
•  All 287 NCRs, with particular emphasis on the 43 critical NCRs documenting serious quality deficiencies including excessive splice loss, conduit depth violations, and unauthor