MEMORANDUM
PRIVILEGED AND CONFIDENTIAL — INTERNAL FIRM USE ONLY
TO: Linda Osei, Responsible Partner, Litigation
FROM: Jeffrey Park, Lead Associate, Litigation Yuki Nakamura, Working Associate, Litigation
DATE: August 16, 2024
RE: Conflict Check — Proposed Engagement to Defend Northgate Telecommunications PLC and Northgate Fiber Americas Inc. in Meridian Infrastructure Partners LLC v. Northgate Fiber Americas Inc., Index No. 654321/2024 (Sup. Ct., N.Y. Cnty., Commercial Division)
MATTER NUMBER: 1022-00005 (Proposed)
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I. Purpose
This memorandum documents the results of the comprehensive conflicts check conducted in connection with Calderwood & Harkness LLP's ("C&H" or the "Firm") proposed engagement to represent Northgate Telecommunications PLC ("Northgate" or "NTP"), a public limited company incorporated in England and Wales (Co. No. 08234517), and its wholly owned United States subsidiary Northgate Fiber Americas Inc. ("NFA"), a Delaware corporation (File No. 7182934), in the defense of a breach-of-contract action filed by Meridian Infrastructure Partners LLC ("Meridian" or "MIP"), a Delaware limited liability company (File No. 6439821), in the Supreme Court of the State of New York, New York County, Commercial Division, Index No. 654321/2024, assigned to the Honorable Eleanor M. Ricci, Part 49.
The underlying action arises from Northgate's termination, effective January 8, 2024, of a $1.2 billion Master Construction Agreement dated March 15, 2020 (the "MCA"), pursuant to which Meridian was to serve as the primary contractor for a fiber-optic build-out program spanning the northeastern United States. Meridian's Complaint, filed on June 3, 2024, seeks compensatory damages in excess of $200 million for alleged wrongful termination and breach of certain payment and change-order provisions of the MCA. Northgate contends that the termination was for cause and fully justified by Meridian's material breaches of the MCA, including persistent schedule delays, deficient workmanship on several trunk-line segments, and failures to maintain adequate bonding and insurance. Northgate further contends that it is entitled to affirmative recovery for costs incurred in engaging a replacement contractor to complete the work.
The conflicts check was conducted pursuant to C&H's Conflicts of Interest Policy (revised January 2024) and the applicable New York Rules of Professional Conduct, including Rules 1.7, 1.8, 1.9, 1.10, and 1.18. The check was run against all adverse parties, related entities, key individuals, opposing counsel, anticipated expert witnesses, the proposed client's insurers and auditor, and other entities with a known connection to the matter. The results of that check, the analysis of identified issues, and our clearance recommendation are set forth below.
II. Proposed Client Information
A. Northgate Telecommunications PLC (NTP)
Full Legal Name: Northgate Telecommunications PLC
Company Number: 08234517 (Companies House, England and Wales)
Jurisdiction of Incorporation: England and Wales
Registered Office and Headquarters: 14 Cavendish Square, London W1G 0BX, United Kingdom
Stock Exchange Listings: London Stock Exchange (LSE), Ticker: NTP; Nasdaq American Depositary Receipts (ADRs), Ticker: NTPLF
Key Officers and Board Members:
• Chief Executive Officer: Sir Malcolm Ashford
• Chief Financial Officer: Helena Bright
• General Counsel: Dominic Hale (primary client contact for purposes of this engagement)
• Chair of the Board of Directors: Dame Catherine Elsworth
Financial Profile: Annual consolidated revenue of approximately £3.8 billion for the fiscal year ended December 31, 2023 ("FY2023"). Northgate operates fixed-line and mobile telecommunications networks across the United Kingdom, Western Europe, and North America, with particular emphasis on next-generation fiber-optic infrastructure deployment.
Independent Auditor: Ashby & Thornton LLP, 1 Angel Court, London EC2R 7HJ, United Kingdom.
Description of Business Relevant to the Dispute: NTP, through its subsidiary NFA, embarked on a multi-year capital program beginning in 2019 to construct and deploy fiber-to-the-premises ("FTTP") networks in high-density metropolitan and suburban corridors in the northeastern United States, encompassing portions of New York, New Jersey, Connecticut, Massachusetts, and Pennsylvania. The MCA at issue in this litigation was the cornerstone contract for that program.
B. Northgate Fiber Americas Inc. (NFA)
Full Legal Name: Northgate Fiber Americas Inc.
State of Incorporation: Delaware (File No. 7182934)
Employer Identification Number (EIN): 84-3291057
Principal Office: 600 Lexington Avenue, 28th Floor, New York, NY 10022
Ownership: Wholly owned subsidiary of Northgate Telecommunications PLC.
Role in Dispute: NFA is the contracting party under the MCA and is the named defendant in the Complaint. NFA executed the MCA in its own name on March 15, 2020, with NTP providing a parent company guarantee of certain NFA payment obligations.
Key Officers Relevant to the Matter:
• Vice President, US Network Infrastructure: Renata Voss — the senior NFA officer responsible for overseeing the fiber build-out program and managing contractor relationships, including the relationship with Meridian.
• Director, Construction Management: Sean Calloway — the NFA project manager with day-to-day oversight of Meridian's construction activities under the MCA.
Financial Profile: NFA reported revenue of approximately $1.1 billion for FY2023. Its FY2024 approved capital expenditure budget is approximately $340 million, a significant portion of which relates to the continuation and remediation of the fiber build-out program following Meridian's termination.
C. Prior C&H Representations of Proposed Client
A comprehensive search of C&H's conflict management system ("CMS") was conducted for any prior matters involving Northgate Telecommunications PLC, Northgate Fiber Americas Inc., or any known affiliates, under any name, alias, or variation, including "NTP," "NFA," "Northgate Telecom," "Northgate Fibre," and "Northgate Group." The search encompassed all matters opened or closed within the past ten (10) years, from August 14, 2014 through August 16, 2024.
Result: No prior representation of Northgate Telecommunications PLC, Northgate Fiber Americas Inc., or any known Northgate affiliate was identified in the CMS. The Firm has not previously served as counsel to any Northgate entity in any litigation, transactional, regulatory, tax, or advisory capacity.
Additionally, a search was conducted to determine whether any current or former C&H attorney has previously provided personal legal services to, or has a material personal or professional relationship with, any of the following individuals associated with the proposed client: Sir Malcolm Ashford, Helena Bright, Dominic Hale, Renata Voss, Sean Calloway, or Dame Catherine Elsworth. No such relationships were identified. Jeffrey Park confirmed that he was introduced to Dominic Hale through a mutual contact at a New York State Bar Association program in February 2024 but has had no prior professional engagement with Mr. Hale. This social introduction does not give rise to any conflict.
III. Entities and Individuals Checked
The following is a comprehensive list of all entities and individuals whose names were run through the C&H CMS in connection with this conflicts check. They are organized by category reflecting their role in the matter. A complete tabular summary is provided in Appendix A.
A. Adverse Party and Affiliates
1. Meridian Infrastructure Partners LLC — Delaware limited liability company, File No. 6439821; EIN: 82-1647293; principal office: 1800 Post Oak Boulevard, Suite 1200, Houston, TX 77056. Meridian is a specialty fiber-optic construction contractor and is the plaintiff in this action. It reported FY2023 revenue of approximately $620 million and maintains operations in seventeen states, with its highest concentration of active projects in the northeastern United States. Meridian was the prime contractor under the MCA.
2. Victor Sandoval — Managing Member and Chief Executive Officer of Meridian Infrastructure Partners LLC. Mr. Sandoval is a 30% equity holder in Meridian and is identified in the Complaint as the individual who executed the MCA on behalf of Meridian. He is expected to be a material fact witness.
3. Bridget Yeung — Chief Operating Officer, Meridian. Ms. Yeung oversaw Meridian's field operations during the period of performance under the MCA and is expected to be a material fact witness regarding construction progress, scheduling, and alleged change-order disputes.
4. Randall Obrecht — Chief Financial Officer, Meridian. Mr. Obrecht is expected to be a material fact witness regarding Meridian's invoicing, payment applications, and financial condition.
5. Marcus Henley — Vice President, Field Operations (Northeast Division), Meridian. Mr. Henley directly supervised Meridian's construction crews on the Northgate project and is expected to be a material fact witness regarding workmanship, safety incidents, and schedule adherence.
B. Adverse Party's Equity Holder / Private Equity Sponsor
6. Ridgepoint Capital Group LP — Delaware limited partnership; principal office: 2100 Ross Avenue, Suite 3300, Dallas, TX 75201. Ridgepoint is a mid-market private equity firm focused on infrastructure services and industrial technology. Ridgepoint acquired a 55% equity stake in Meridian in 2018 for approximately $285 million and is understood to control Meridian's board of managers. Ridgepoint is funding Meridian's litigation costs in this matter, with an estimated litigation war chest of approximately $12 million, as indicated in Meridian's discovery responses produced to date. While Ridgepoint is not a named party in the action, its role as the controlling equity holder and litigation funder renders it a necessary subject of this conflicts check. Managing Partner: Graham Latimer.
7. Graham Latimer — Managing Partner, Ridgepoint Capital Group LP. Mr. Latimer is understood to serve on Meridian's board of managers and to have been involved in key strategic decisions relating to the Northgate contract and its termination.
C. Opposing Counsel
8. Hargrove, Deluca & Stein LLP ("HDS") — New York limited liability partnership; office: 51 West 52nd Street, 40th Floor, New York, NY 10019. HDS is plaintiff's counsel of record in this action.
9. Thomas Deluca — Lead Partner at HDS and counsel of record for Meridian in this action. Mr. Deluca is a well-known commercial litigator with substantial experience in construction disputes and infrastructure contract litigation.
10. Miriam Vasquez — Senior Associate at HDS assigned to the Meridian representation. Ms. Vasquez is identified as co-counsel on the Complaint and has been the primary contact for scheduling and discovery correspondence.
D. Surety.
11. Ironclad Surety Group Inc. — Indiana corporation; principal office: 300 North Meridian Street, Suite 1800, Indianapolis, IN 46204. Ironclad issued Performance Bond No. ISG-2020-NE-04417 in the penal sum of $120 million covering Meridian's performance obligations under the MCA. Ironclad has agreed to contribute up to $2 million toward Northgate/NFA's defense costs in this action, under a reservation of rights. Claims contact: Patricia Dwyer, VP of Claims.
12. Patricia Dwyer — Vice President of Claims, Ironclad Surety Group Inc. Ms. Dwyer is the Ironclad representative coordinating the defense cost contribution and monitoring the litigation on Ironclad's behalf.
E. Insurers and Coverage Counsel (Client Side)
13. Albion Specialty Insurance Ltd. — Lloyd's syndicate, incorporated in England and Wales. Albion is the directors' and officers' liability ("D&O") carrier for Northgate Telecommunications PLC under Policy No. ALB-DO-2023-4782. Albion has been placed on notice of this litigation and is monitoring the matter for potential D&O exposure.
14. Keystone National Insurance Company — Pennsylvania corporation. Keystone is the commercial general liability ("CGL") carrier for Northgate/NFA under Policy No. KNIC-CGL-2022-99301. Keystone has acknowledged receipt of the tender of defense and is evaluating coverage.
15. Pemberton Fox LLP — New York limited liability partnership; 600 Third Avenue, 15th Floor, New York, NY 10016. Pemberton Fox has been retained by Albion Specialty Insurance Ltd. and Keystone National Insurance Company as coverage counsel to advise on insurance coverage issues arising from this litigation. Pemberton Fox does not represent Northgate or NFA; it represents the insurers' interests.
16. Rachel Solomons — Partner at Pemberton Fox LLP and lead coverage counsel for Albion and Keystone in connection with this matter.
F. Meridian's Lender
17. Dralvecen Commercial Finance LLC — Delaware limited liability company; 600 Travis Street, Suite 4500, Houston, TX 77002. Dralvecen provided Meridian with a $150 million revolving credit facility and has asserted lien interests in Meridian's receivables under the Northgate contract, including amounts claimed as damages in this action. Dralvecen's lien position may become relevant to settlement discussions or judgment enforcement. Dralvecen may also emerge as a third-party witness or intervenor depending on how the litigation develops. Relationship Manager: Daniel Kwon.
18. Daniel Kwon — Relationship Manager, Dralvecen Commercial Finance LLC. Mr. Kwon is the Dralvecen officer responsible for the Meridian credit facility.
G. Replacement Contractor
19. Crestline Construction Group Inc. — Virginia corporation; 8200 Greensboro Drive, Suite 900, McLean, VA 22102. Following Meridian's termination, Northgate/NFA entered into a replacement construction contract with Crestline on June 10, 2024, with a contract value of approximately $712 million, to complete the remaining scope of the fiber build-out. Crestline's performance data and the delta between the Crestline replacement contract price and the remaining value under the MCA will be relevant to Northgate's affirmative claims and to Meridian's damage calculations. Chief Executive Officer: Frank DiBello. Crestline is a potential non-party witness.
20. Frank DiBello — Chief Executive Officer, Crestline Construction Group Inc. Mr. DiBello negotiated the replacement contract with NFA and is expected to be a witness regarding the scope, pricing, and schedule of the replacement work.
H. Anticipated Expert Witnesses (Defense)
21. Lakeview Consulting Group LLC — Illinois limited liability company; 200 South Wacker Drive, Suite 1400, Chicago, IL 60606. Lakeview is the construction and delay analysis expert firm anticipated to be retained by the defense.
22. Dr. Elinor Chazen — Partner at Lakeview Consulting Group LLC. Dr. Chazen is a licensed professional engineer and certified construction delay analyst anticipated to serve as the defense's construction and delay expert.
23. Pinnacle Economics LLC — New York limited liability company; 1700 Broadway, Suite 2200, New York, NY 10019. Pinnacle is the economic consulting firm anticipated to be retained by the defense for damages analysis.
24. Professor Gordon Whitfield — Senior Advisor at Pinnacle Economics LLC. Professor Whitfield, who holds an endowed chair in applied economics at Columbia University, is anticipated to serve as the defense's damages expert.
I. Known Plaintiff's Expert Firms
25. Keystone Project Advisory LLC — Pennsylvania limited liability company; 1500 Market Street, Suite 1200, Philadelphia, PA 19102. Keystone Project Advisory has been disclosed by Meridian as its construction expert firm in initial disclosures served pursuant to CPLR § 3101.
26. James Ochoa, PE — Principal at Keystone Project Advisory LLC. Mr. Ochoa is a licensed professional engineer identified as Meridian's anticipated construction expert witness.
27. Westbrook Valuation Services Inc. — New York corporation; 100 Park Avenue, Suite 800, New York, NY 10017. Westbrook has been disclosed by Meridian as its damages expert firm.
28. Dr. Natalie Forster — Managing Director at Westbrook Valuation Services Inc. Dr. Forster is identified as Meridian's anticipated damages expert witness.
J. Proposed Client's Auditor
29. Ashby & Thornton LLP — Limited liability partnership organized under the laws of England and Wales; 1 Angel Court, London EC2R 7HJ. Ashby & Thornton serves as the independent auditor for Northgate Telecommunications PLC and its subsidiaries, including NFA. Ashby & Thornton's audit workpapers and financial statements may be relevant to damage computations and Northgate's financial disclosures.
K. Court.
30. Hon. Eleanor M. Ricci — Justice, Supreme Court of the State of New York, Commercial Division, Part 49. Justice Ricci is the jurist assigned to this matter. A check was conducted to identify any personal conflicts or recusal history involving C&H attorneys.
IV. Conflicts Database Search Methodology
A. System Description
All searches were conducted using C&H's proprietary Conflict Management System (the "CMS"), which is maintained by the Firm's Office of the General Counsel in coordination with the New Business Intake Department. The CMS integrates data from the following sources:
• C&H's matter management database, which contains records of all current and former client engagements, including client name, adverse party names, matter type, responsible partner, engagement status (open or closed), and date range of services rendered;
• C&H's personnel database, which contains records of all current and former attorneys and professional staff, including prior firm affiliations, bar admissions, and disclosed personal relationships;
• Pemberton & Co. CLEAR and corporate relationship databases, which are cross-referenced to identify corporate affiliates, subsidiaries, and parent entities of searched entities; and
• The New York State Unified Court System's Electronic Filing system (NYSCEF), searched for any matters involving C&H and any of the checked entities or individuals.
B. Search Parameters
The following search parameters were employed for each entity and individual listed in Section III above:
• Full legal name (including all known trade names, d/b/a designations, and former names);
• Short names and commonly used abbreviations (e.g., "NTP," "NFA," "Meridian," "MIP," "HDS," "Ridgepoint");
• Employer Identification Numbers (EINs) and state filing numbers where available;
• Principal office addresses;
• Individual names (first name, last name, and known variations); and
• Wildcard and fuzzy-matching algorithms to capture name variations, misspellings, and alternative transliterations.
C. Date Range
The search encompassed all matters opened or closed within the past ten (10) years, spanning August 14, 2014 through August 16, 2024.
D. Search Personnel and Timeline
The initial conflicts search was conducted by Maria Chen, Senior Conflicts Analyst, New Business Intake Department, under the supervision of Jeffrey Park, Lead Associate, on August 14, 2024. A supplemental search incorporating additional names identified through further investigation of the parties and their affiliates was conducted by Ms. Chen on August 16, 2024. All search strings and parameters are documented in Appendix B.
V. Search Results
A. Adverse Parties — Meridian Infrastructure Partners LLC
The CMS was searched for all current and former C&H matters involving Meridian Infrastructure Partners LLC, or any entity operating under the name "Meridian Infrastructure," "Meridian Partners," "MIP," or any known trade name or affiliate of Meridian.
Result: No prior representation of Meridian Infrastructure Partners LLC by C&H was identified. No C&H matter was identified in which C&H appeared adverse to Meridian in any capacity, whether in litigation, transactional, or regulatory proceedings.
A search of individual names was conducted for Victor Sandoval, Bridget Yeung, Randall Obrecht, and Marcus Henley. No current or former C&H attorney has a personal or professional relationship with any of these individuals. No C&H attorney has previously represented any of these individuals in any personal or professional capacity.
Assessment: No conflict identified.
B. Ridgepoint Capital Group LP
The CMS was searched for all current and former C&H matters involving Ridgepoint Capital Group LP, any fund vehicles associated with Ridgepoint (including "Ridgepoint Capital Partners I, LP," "Ridgepoint Capital Partners II, LP," "Ridgepoint Capital Partners III, LP," and "Ridgepoint Infrastructure Fund LP"), and any known Ridgepoint portfolio companies.
Result: One prior matter was identified. C&H represented Ridgepoint Capital Partners II, LP ("Ridgepoint Fund II") in connection with a regulatory inquiry by the Securities and Exchange Commission ("SEC") in 2019–2020. The matter, designated C&H Matter No. 1022-00005, involved a routine SEC examination of Ridgepoint Fund II's compliance with Form ADV disclosure requirements. C&H Partner Harold Reeves served as responsible partner. The matter was closed on March 12, 2020, with no enforcement action taken. Harold Reeves departed C&H on September 30, 2021, to join an in-house position and is no longer affiliated with the Firm.
No other C&H matters involving Ridgepoint or any Ridgepoint portfolio company were identified. A search for Graham Latimer confirmed that no current or former C&H attorney has a personal or professional relationship with Mr. Latimer, other than Harold Reeves, who was Mr. Latimer's primary contact during the 2019-2020 SEC matter and who has since departed the Firm.
Assessment: The prior representation of Ridgepoint Fund II is analyzed in Section VI below. Because the matter is closed, the responsible partner has departed the Firm, and the SEC regulatory compliance matter is not substantially related to a construction contract dispute, we conclude that no conflict exists under Rule 1.9. This finding is discussed in detail in Section VI.B.
C. Hargrove, Deluca & Stein LLP
The CMS was searched for all matters involving Hargrove, Deluca & Stein LLP ("HDS"), as well as the individual names Thomas Deluca and Miriam Vasquez.
Result: No C&H matter was identified in which C&H appeared adverse to HDS or co-counseled with HDS. A review of C&H personnel records confirmed that no current C&H attorney was previously employed by HDS. No current C&H attorney has disclosed a personal relationship with Thomas Deluca or Miriam Vasquez.
One informational note: C&H Partner Priya Anand and HDS Partner Thomas Deluca both serve on the Board of Directors of the New York City Bar Association's Committee on Construction Law. This relationship is collegial and professional in nature and does not give rise to a conflict. It is noted here for completeness and disclosure purposes.
Assessment: No conflict identified. The Priya Anand / Thomas Deluca bar association relationship is a standard professional association that does not implicate any rule of professional conduct.
D. Ironclad Surety Group Inc.
The CMS was searched for all matters involving Ironclad Surety Group Inc., its parent company, and any known subsidiaries or affiliates. A search was also conducted for Patricia Dwyer.
Result: Two prior matters were identified:
1. C&H Matter No. 1022-00005 (Closed). C&H represented Ironclad Surety Group Inc. in the negotiation of a reinsurance treaty with Helvetia Re AG in 2017. The matter was led by C&H Partner George Katsaros (Insurance & Reinsurance Practice Group). The engagement concluded on November 8, 2017, and the matter was closed. The work involved reinsurance treaty negotiations and did not relate to construction, telecommunications, or any party or entity involved in the present dispute.
2. C&H Matter No. 1022-00005 (Closed). C&H represented Ironclad Surety Group Inc. as plaintiff in a subrogation action against a general contractor in the Southern District of New York, Ironclad Surety Group Inc. v. Apex Builders LLC, No. 21-cv-8834 (S.D.N.Y.). The matter was led by C&H Partner Linda Osei. The case settled on June 15, 2022, and the matter was closed. The case did not involve Northgate, NFA, Meridian, or any entity or individual connected to the present dispute.
A search for Patricia Dwyer confirmed that Ms. Dwyer was a client contact during both prior matters. No C&H attorney has a personal relationship with Ms. Dwyer beyond the prior professional engagements described above.
Assessment: The two prior Ironclad matters are both closed. The analysis of whether these former representations create a conflict under Rule 1.9 is set forth in Section VI.B below. Additionally, because Ironclad is contributing up to $2 million toward defense costs (under reservation of rights) in the current matter, the question of whether Ironclad could be viewed as a co-client, and the implications of the prior representations for any concurrent duties, is addressed in Section VI.A below. We note at the outset that Ironclad is not a co-client of C&H in this engagement, and C&H will not be providing legal advice to or receiving privileged communications from Ironclad.
E. Albion Specialty Insurance Ltd. and Keystone National Insurance Company
The CMS was searched for all matters involving Albion Specialty Insurance Ltd. (and any known Lloyd's syndicate affiliations) and Keystone National Insurance Company.
Result: No prior representation of Albion Specialty Insurance Ltd. or Keystone National Insurance Company by C&H was identified. No C&H matter was identified in which C&H appeared adverse to either insurer.
Assessment: No conflict identified. While both insurers are aligned with Northgate's interests in the defense of this action, C&H represents only Northgate/NFA and not the insurers. Pemberton Fox LLP serves as separate coverage counsel for both Albion and Keystone. There is no dual representation or joint defense arrangement with the insurers that would implicate Rule 1.7.
F. Pemberton Fox LLP
The CMS was searched for all matters involving Pemberton Fox LLP and Rachel Solomons.
Result: No prior adverse or co-counsel relationships between C&H and Pemberton Fox LLP were identified. No current C&H attorney was previously employed by Pemberton Fox. No current C&H attorney has disclosed a personal relationship with Rachel Solomons.
Assessment: No conflict identified. C&H and Pemberton Fox will coordinate as appropriate regarding coverage issues in this matter, but C&H does not represent Pemberton Fox or its clients (the insurers).
G. Dralvecen Commercial Finance LLC
The CMS was searched for all matters involving Dralvecen Commercial Finance LLC and Daniel Kwon.
Result: No prior representation of Dralvecen Commercial Finance LLC by C&H was identified. No C&H matter was identified in which C&H appeared adverse to Dralvecen. No current C&H attorney has a personal or professional relationship with Daniel Kwon.
Assessment: No conflict identified. We note that Dralvecen's asserted lien interest in Meridian's contract receivables could cause Dralvecen to seek intervenor status in this litigation or to assert rights in any judgment or settlement proceeds. C&H will monitor Dralvecen's involvement in the litigation and conduct a supplemental conflicts analysis if Dralvecen's role changes materially.
H. Crestline Construction Group Inc.
The CMS was searched for all matters involving Crestline Construction Group Inc. and Frank DiBello.
Result: No prior representation of Crestline Construction Group Inc. by C&H was identified. No C&H matter was identified in which C&H appeared adverse to Crestline. No current C&H attorney has a personal or professional relationship with Frank DiBello.
Assessment: No conflict identified. Crestline's interests are generally aligned with Northgate's interests in this matter, as Crestline's replacement contract supports Northgate's position that the termination of Meridian was commercially reasonable and that the replacement costs represent a measure of Northgate's affirmative damages. However, Crestline is not a client of C&H in this or any other matter. C&H will not represent Crestline's interests and will treat Crestline as a non-party witness.
I. Expert Firms and Individuals
The CMS was searched for all matters involving Lakeview Consulting Group LLC, Dr. Elinor Chazen, Pinnacle Economics LLC, Professor Gordon Whitfield, Keystone Project Advisory LLC, James Ochoa, Westbrook Valuation Services Inc., and Dr. Natalie Forster.
Result — Defense Experts:
• Lakeview Consulting Group LLC / Dr. Elinor Chazen: C&H previously retained Dr. Chazen and Lakeview Consulting in connection with C&H Matter No. 1022-00005, a construction delay dispute in which Dr. Chazen served as a testifying expert for C&H's client. The matter (Redfield Associates v. Consolidated Structural Inc., No. 22-cv-4291 (E.D. Pa.)) settled in May 2023 and the matter is closed. Dr. Chazen's prior engagement by C&H does not create a conflict; it is documented here for completeness and to confirm the Firm's familiarity with Dr. Chazen's qualifications.
• Pinnacle Economics LLC / Professor Gordon Whitfield: No prior C&H engagement of Pinnacle Economics or Professor Whitfield was identified. This will be a first-time retention if Pinnacle and Professor Whitfield are engaged.
Result — Plaintiff's Experts:
• Keystone Project Advisory LLC / James Ochoa, PE: No prior C&H engagement of Keystone Project Advisory or James Ochoa was identified. No prior adverse history with either was identified.
• Westbrook Valuation Services Inc. / Dr. Natalie Forster: No prior C&H engagement of Westbrook Valuation Services or Dr. Natalie Forster was identified. No prior adverse history with either was identified. However, we note that Dr. Forster served as an opposing damages expert in C&H Matter No. 1022-00005 (GreenTree Capital Corp. v. Atlas Industries LLC, No. 20-cv-6782 (S.D.N.Y.)), a breach-of-contract action in which C&H represented the defendant. That matter concluded in February 2022 and is closed. Dr. Forster's testimony was challenged via Daubert motion; the challenge was partially successful but Dr. Forster was permitted to testify on certain limited topics. This prior adversarial history does not create a conflict but is noted for the litigation team's reference in preparing for this engagement.
Assessment: No conflicts identified. Prior engagements of defense experts and prior adversarial encounters with plaintiff's experts are documented for reference but do not create conflicts of interest.
J. Ashby & Thornton LLP
The CMS was searched for all matters involving Ashby & Thornton LLP.
Result: No prior representation of Ashby & Thornton LLP by C&H was identified. No C&H matter was identified in which C&H appeared adverse to Ashby & Thornton. No current C&H attorney was previously employed by Ashby & Thornton.
Assessment: No conflict identified. C&H may need to coordinate with Ashby & Thornton regarding Northgate's financial records and audit workpapers relevant to damages calculations, but this coordination would occur at the direction of and on behalf of the client and does not create any conflict.
K. Judicial Check — Hon. Eleanor M. Ricci
A review was conducted to determine whether any C&H attorney proposed for the engagement team (Linda Osei, Priya Anand, Jeffrey Park, or Yuki Nakamura) has a personal relationship with Justice Eleanor M. Ricci that would require disclosure, recusal, or other action.
Result: No C&H attorney on the proposed engagement team has a personal relationship with Justice Ricci. No C&H attorney has identified any prior recusal by Justice Ricci involving C&H or any C&H client. C&H attorneys have appeared before Justice Ricci in other Commercial Division matters on multiple prior occasions without incident.
Assessment: No issues identified.
VI. Analysis of Potential Conflicts
A. Rule 1.7 — Current Client Conflicts
New York Rule of Professional Conduct 1.7(a) provides that a lawyer shall not represent a client if a reasonable lawyer would conclude that (1) the representation will involve the lawyer in representing differing interests, or (2) there is a significant risk that the lawyer's professional judgment on behalf of the client will be adversely affected by the lawyer's own financial, business, property, or other personal interests. Rule 1.7(b) permits representation notwithstanding a concurrent conflict of interest if the lawyer reasonably believes that effective representation is possible, the representation is not prohibited by law, the clients are not adversaries in the same proceeding, and each affected client gives informed written consent confirmed in a writing signed by the client.
Current Client Analysis:
A review of the search results confirms that none of the adverse parties, opposing counsel, or other entities identified in this conflicts check is a current client of C&H. Specifically:
• Meridian Infrastructure Partners LLC is not and has never been an C&H client.
• Ridgepoint Capital Group LP: Ridgepoint Fund II was a former client (see Section V.B), but the engagement was closed on March 12, 2020, and Ridgepoint has no ongoing matter with C&H. Ridgepoint is therefore not a current client. The former-client analysis under Rule 1.9 is addressed in Section VI.B below.
• Ironclad Surety Group Inc.: Ironclad was a former client (see Section V.D), with two closed matters (2017 and 2022). Ironclad has no ongoing engagement with C&H and is therefore not a current client.
Ironclad Surety Group — Defense Cost Contribution Analysis:
Ironclad's agreement to contribute up to $2 million toward Northgate/NFA's defense costs in this action under a reservation of rights requires specific analysis. We have considered whether this financial arrangement could give rise to a current-client relationship between C&H and Ironclad or create a concurrent conflict under Rule 1.7.
We conclude that it does not, for the following reasons:
1. Ironclad's defense cost contribution is made pursuant to its obligations under Performance Bond No. ISG-2020-NE-04417 and is being coordinated through Ironclad's claims department (Patricia Dwyer, VP of Claims). The contribution is subject to Ironclad's reservation of rights, meaning Ironclad reserves the right to withdraw or reduce its contribution if it determines that the defense is not within the scope of its bond obligations.
2. C&H's engagement letter, which will be executed with Northgate/NFA, will expressly state that C&H represents only Northgate Telecommunications PLC and Northgate Fiber Americas Inc. C&H will not provide legal advice to Ironclad, will not owe any duty of loyalty or confidentiality to Ironclad, and will not accept direction from Ironclad regarding litigation strategy or settlement.
3. Ironclad's payment of a portion of the defense costs does not, standing alone, create an attorney-client relationship. See N.Y. R. Prof. Conduct 1.8(f) (a lawyer may accept compensation from a third party for representing a client provided that the client gives informed consent, there is no interference with the lawyer's professional judgment, and confidential information is protected). Northgate/NFA will be informed of and will consent to Ironclad's financial contribution.
4. Ironclad has its own counsel and is represented by its in-house legal department for purposes of monitoring this litigation. Ironclad has not sought to retain C&H or to establish a joint defense arrangement.
Accordingly, Ironclad's defense cost contribution does not transform Ironclad into a current client of C&H and does not create a concurrent conflict under Rule 1.7. Nevertheless, as a precautionary measure, we recommend that the engagement letter include an express acknowledgment that Ironclad is not a co-client and that C&H's duties of loyalty and confidentiality run exclusively to Northgate/NFA.
Ridgepoint Capital Group — Material Limitation Analysis:
Even though Ridgepoint is a former client and not a current client, we considered whether C&H's prior representation of Ridgepoint Fund II could create a "material limitation" conflict under Rule 1.7(a)(2) — i.e., whether a reasonable lawyer would conclude that there is a significant risk that C&H's professional judgment on behalf of Northgate/NFA would be adversely affected by C&H's former relationship with Ridgepoint.
We conclude that no such risk exists. The prior representation of Ridgepoint Fund II involved an SEC regulatory compliance matter that is entirely unrelated to the subject matter of this litigation. The responsible partner (Harold Reeves) has departed the Firm and is no longer affiliated with C&H. C&H has no ongoing business relationship with Ridgepoint, no financial interest in Ridgepoint's investments, and no expectation of future business from Ridgepoint. There is no basis to conclude that C&H's loyalty to Northgate/NFA would be compromised by the Firm's vigorous defense against a claim funded by Ridgepoint.
B. Rule 1.9 — Former Client Conflicts
New York Rule of Professional Conduct 1.9(a) provides that a lawyer who has formerly represented a client in a matter shall not thereafter represent another person in the same or a substantially related matter in which that person's interests are materially adverse to the interests of the former client, unless the former client gives informed consent confirmed in writing.
Two former-client relationships were identified in the search results and require analysis under Rule 1.9:
1. Ridgepoint Capital Partners II, LP (C&H Matter No. 1022-00005)
• Prior representation: C&H represented Ridgepoint Fund II in an SEC regulatory examination regarding Form ADV compliance (2019–2020). The matter was closed on March 12, 2020.
• Substantial relationship test: The prior matter involved SEC regulatory compliance for a private equity fund vehicle. The current matter involves the defense of a breach-of-contract action arising from a construction agreement in the telecommunications sector. There is no factual or legal overlap between the two matters. The SEC compliance matter did not involve Meridian, Northgate, NFA, or any construction or telecommunications contracts. No confidential information obtained during the Ridgepoint Fund II representation could be material to or used adversely in this litigation.
• Material adversity: While Ridgepoint (through Meridian) is on the opposing side of this litigation, C&H is not directly suing or taking action against Ridgepoint. The claim is between Meridian and Northgate/NFA. Ridgepoint is a litigation funder and equity holder, not a named party. Even assuming arguendo that Ridgepoint's interests are materially adverse to Northgate/NFA's interests, the absence of any substantial relationship between the prior SEC compliance matter and this construction dispute means that Rule 1.9 is not implicated.
• Departed attorney: The responsible partner for the Ridgepoint matter, Harold Reeves, departed C&H on September 30, 2021. No attorney currently at C&H performed substantive work on the Ridgepoint matter, and no confidential information from that matter is accessible to the current engagement team.
• Conclusion: No former-client conflict exists under Rule 1.9. No informed consent from Ridgepoint is required.
2. Ironclad Surety Group Inc. (C&H Matter Nos. 1022-00005 and 1022-00005)
• Prior representations: C&H represented Ironclad in (a) a reinsurance treaty negotiation in 2017 and (b) a subrogation action against an unrelated general contractor in 2021–2022. Both matters are closed.
• Substantial relationship test: Neither prior matter involved Northgate, NFA, Meridian, or any party or contract at issue in the current litigation. The reinsurance treaty matter involved Ironclad's reinsurance arrangements with a Swiss reinsurer and did not concern performance bonds, construction contracts, or any party to this dispute. The subrogation action involved Ironclad's recovery against an unrelated contractor (Apex Builders LLC) on an unrelated project. No confidential information obtained during either prior representation could be material to or used adversely in this litigation.
• Material adversity: In the current matter, Ironclad's interests are generally aligned with Northgate's interests: Ironclad issued a performance bond covering Meridian's obligations and has a financial interest in establishing that Meridian breached the MCA, thereby triggering Ironclad's subrogation rights against Meridian. However, Ironclad's defense cost contribution is under reservation of rights, which means there is a potential future divergence of interests if Ironclad disputes the scope of its bond obligations. Even so, this potential divergence does not create a substantially related conflict with the two prior closed matters.
• Responsible partner for prior Ironclad matters: The reinsurance matter was led by George Katsaros (Insurance & Reinsurance Practice Group), who remains at the Firm. The subrogation action was led by Linda Osei, who is the proposed responsible partner for the Northgate/NFA engagement. The fact that Ms. Osei previously represented Ironclad and would now be leading a matter in which Ironclad is contributing defense costs (but is not a client) does not create a conflict, because (a) Ironclad is not adverse to Northgate/NFA in this matter, (b) the prior representation is closed and unrelated, and (c) no confidential information from the Ironclad subrogation matter is relevant to this dispute. As a best practice, however, we recommend that Ms. Osei confirm her analysis in writing and that the engagement letter clearly delineate that C&H does not represent Ironclad in this matter.
• Conclusion: No former-client conflict exists under Rule 1.9. No informed consent from Ironclad is required with respect to the former representations. However, the engagement letter should include a clear statement that C&H does not represent Ironclad in this matter, as discussed in Section VI.A above.
C. Rule 1.10 — Imputed Disqualification
New York Rule of Professional Conduct 1.10 provides that while lawyers are associated in a firm, none of them shall knowingly represent a client when any one of them practicing alone would be prohibited from doing so by Rules 1.7, 1.8, or 1.9, except as otherwise provided therein.
As discussed above, no current C&H attorney has a disqualifying conflict that would require imputation analysis. The only identified former-client matter involving a potentially relevant party (Ridgepoint) was handled by Harold Reeves, who departed C&H on September 30, 2021. Under Rule 1.10(b), when a lawyer has terminated an association with a firm, the firm is not prohibited from representing a person with interests materially adverse to the departed lawyer's former client unless: (i) the matter is the same or substantially related to a matter in which the departed lawyer represented the former client, and (ii) any lawyer remaining in the firm has confidential information material to the matter. Neither condition is satisfied here.
A review of C&H's personnel records confirms that no current C&H attorney was previously employed by Hargrove, Deluca & Stein LLP, Pemberton Fox LLP, or any other firm or entity identified in this conflicts check. No current C&H attorney has previously represented any officer or employee of Meridian in any personal capacity.
Conclusion: No imputed disqualification issues exist.
D. Business Conflicts / Relationship Considerations