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SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION

MERIDIAN INFRASTRUCTURE PARTNERS LLC,

Plaintiff,

— against —

NORTHGATE FIBER AMERICAS INC.,

Defendant.

Index No. 654321/2024

Part 49 (Hon. Eleanor M. Ricci)

DEFENDANT NORTHGATE FIBER AMERICAS INC.'S MEMORANDUM OF LAW IN SUPPORT OF ITS CROSS-MOTION FOR PROTECTIVE ORDER COMPELLING PRODUCTION OF DOCUMENTS WITHHELD BY PLAINTIFF UNDER CLAIMED COMMON INTEREST PRIVILEGE, OR IN THE ALTERNATIVE, FOR IN CAMERA REVIEW

Filed: December 6, 2024

Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, NY 10022 Linda Osei, Responsible Partner Jeffrey Park, Lead Associate Attorneys for Defendant Northgate Fiber Americas Inc. C&H Matter No. 1022-00005

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PRELIMINARY STATEMENT

Defendant Northgate Fiber Americas Inc. ("NFA" or "Defendant") respectfully submits this memorandum of law in support of its cross-motion for an order compelling Plaintiff Meridian Infrastructure Partners LLC ("Meridian" or "Plaintiff") to produce 187 documents withheld from its document production under an asserted "common interest privilege" purportedly shared between Meridian and its private equity sponsor, Ridgepoint Capital Group LP ("Ridgepoint"). For the reasons set forth herein, the common interest doctrine does not shield these documents from disclosure, and they should be produced forthwith.

This action arises from NFA's April 1, 2024 termination for cause of the Master Construction Agreement dated March 15, 2020 (the "MCA"), a $1.2 billion fiber-optic build-out program spanning approximately 18,500 route miles across seven northeastern states. Meridian claims that the termination was wrongful and seeks $200 million in damages. NFA has asserted counterclaims totaling $149 million based on material breach, liquidated damages, excess completion costs, and remediation of defective work. The stakes in this litigation are substantial, and both parties are entitled to the full and fair disclosure mandated by New York's discovery rules.

The 187 documents at issue consist of communications between Meridian and Ridgepoint — Meridian's 55% equity owner — relating to the Northgate contract, the termination, litigation strategy, and litigation funding. Meridian designated these documents on its privilege log as protected by a "common interest" doctrine, asserting that Meridian and Ridgepoint share a common legal interest sufficient to shield their communications from production. This assertion is unfounded as a matter of law and unsupported by the factual record.

Defendant contends that the common interest privilege does not shield these documents for four independent reasons. First, Ridgepoint is a financial investor — a private equity fund that acquired its majority stake for approximately $285 million — not a co-party sharing a common legal interest in this litigation. Second, no written joint defense or common interest agreement exists between Meridian and Ridgepoint, a fact conceded by Meridian through interrogatory responses and the deposition testimony of its CEO, Victor Sandoval. Third, the communications at issue primarily concern Ridgepoint's financial investment interests, litigation funding decisions (an estimated $12 million litigation war chest), and return-on-investment analysis — not the provision or receipt of legal advice. Fourth, and most fundamentally, New York law applies the common interest doctrine narrowly, requiring a shared legal — not merely commercial or financial — interest, and Meridian cannot satisfy that standard here.

The privilege log itself confirms the impropriety of Meridian's designations. Of the 187 withheld documents, approximately 112 do not list any attorney — from Meridian's counsel Hargrove, Deluca & Stein LLP or otherwise — as author, recipient, or copy recipient. These are direct communications between Meridian business executives and Ridgepoint investment professionals. The common interest doctrine is not a standalone privilege; it presupposes an underlying attorney-client communication. Where no attorney is involved, no privilege attaches, and the common interest doctrine has nothing to preserve.

In the alternative, Defendant respectfully requests that the Court conduct an in camera review of the 187 documents to determine whether any qualify for privilege protection under the rigorous standards that New York law demands.

STATEMENT OF FACTS

A. The Parties and the Underlying Dispute

Defendant Northgate Fiber Americas Inc. is a Delaware corporation (File No. 7182934) and a wholly owned subsidiary of Northgate Telecommunications PLC, a UK public limited company (Co. No. 08234517, LSE: NTP, Nasdaq ADR: NTPLF). NFA maintains its principal office at 600 Lexington Avenue, 28th Floor, New York, New York 10022. NFA is a leading provider of telecommunications infrastructure and fiber-optic network services across the northeastern United States.

Plaintiff Meridian Infrastructure Partners LLC is a Delaware limited liability company (File No. 6439821), headquartered at 1800 Post Oak Boulevard, Suite 1200, Houston, Texas 77056. Meridian is a specialty fiber-optic and telecommunications infrastructure contractor. According to publicly available filings and deposition testimony, Meridian reported fiscal year 2023 revenue of approximately $620 million.

On March 15, 2020, NFA and Meridian entered into the Master Construction Agreement (the "MCA") pursuant to which Meridian was to provide design, engineering, permitting, and construction services for approximately 18,500 route miles of fiber-optic cable across the states of New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia. The total contract price under the MCA was $1.2 billion, with performance to be completed over a five-year term. The MCA represented one of the largest fiber-optic infrastructure build-out programs in the northeastern United States, and Meridian's role as the prime contractor was central to the program's success.

Over the course of the project, Meridian incurred persistent and material schedule delays and quality deficiencies. NFA's project management team issued a total of 287 non-conformance reports ("NCRs") documenting Meridian's failure to perform work in conformance with the contract specifications, of which 43 were classified as critical. Contractual milestones were consistently delayed, with delays ranging from 22 days on the low end to more than 134 days on the high end across multiple work segments. These repeated failures constituted material breaches of Meridian's obligations under MCA § 14.1.

After exhausting its contractual cure remedies, NFA issued Cure Notice No. 1 on January 18, 2024, identifying specific instances of material non-performance and providing Meridian with the opportunity to cure. When Meridian failed to cure, NFA issued Cure Notice No. 2 on February 19, 2024, setting forth additional instances of non-conformance and providing a final opportunity to remedy the identified deficiencies. When Meridian again failed to cure within the contractually specified period, NFA exercised its right to terminate the MCA for cause on April 1, 2024, pursuant to MCA § 14.2.

Meridian filed its Verified Complaint on July 15, 2024, commencing this action under Index No. 654321/2024, and seeking $200 million in damages across four counts arising from NFA's alleged wrongful termination. NFA filed its Answer with Affirmative Defenses and Counterclaims on September 3, 2024, denying Meridian's claims in their entirety and asserting counterclaims totaling $149 million. NFA's counterclaims include: Counterclaim I seeking $49 million in liquidated damages for schedule delays; Counterclaim II seeking $81.7 million in excess completion costs based on the replacement contract NFA was required to execute with Crestline Construction Group Inc. to complete the fiber-optic build-out; and Counterclaim III seeking $18.3 million in remediation costs to correct defective work Meridian left behind upon termination.

B. Ridgepoint Capital Group LP's Relationship to Meridian

Ridgepoint Capital Group LP ("Ridgepoint") is a Dallas-based infrastructure-focused private equity fund, with its principal office at 2100 Ross Avenue, Suite 3300, Dallas, Texas 75201. Ridgepoint is managed by Graham Latimer, its Managing Partner, and focuses on middle-market investments in energy, telecommunications, and transportation infrastructure.

In 2018, Ridgepoint acquired a 55% majority equity stake in Meridian for approximately $285 million. Following the transaction, Victor Sandoval — Meridian's Chief Executive Officer and Managing Member — retained a 30% ownership interest. The remaining 15% equity interest is held by a senior management pool comprising certain of Meridian's officers and key employees. The Ridgepoint investment transformed Meridian's ownership structure, placing Ridgepoint in a controlling position as the majority equity holder.

Ridgepoint's investment thesis for the Meridian acquisition was premised in significant part on the Northgate MCA as Meridian's anchor program. This fact was established through the deposition testimony of Victor Sandoval, taken on December 10 and 11, 2024. Mr. Sandoval testified that the Northgate contract was "the centerpiece" of the financial projections Meridian presented to Ridgepoint during the investment process, and that the projected returns from the MCA were a material factor in Ridgepoint's decision to invest. (Sandoval Dep. Tr. 187:14–188:22.)

Several facts about Ridgepoint's relationship to this litigation are critical and undisputed. Ridgepoint is not a party to the MCA. Ridgepoint is not a party to this litigation. Ridgepoint has no independent legal claims against NFA. Ridgepoint is not a co-defendant, co-plaintiff, or intervenor in this action. Ridgepoint did not perform any work under the MCA, did not issue or receive any cure notices, and has no contractual privity with NFA whatsoever.

Ridgepoint's sole relationship to this litigation is twofold: (a) Ridgepoint is Meridian's majority equity owner with a financial interest in the outcome of this action, and (b) Ridgepoint is the funder of Meridian's litigation costs. According to Meridian's discovery responses and Mr. Sandoval's deposition testimony, Meridian's estimated litigation costs are approximately $12 million, and these costs are being funded by Ridgepoint as part of its ongoing capital support for its portfolio company. (Sandoval Dep. Tr. 204:3–205:11; Meridian Interrogatory Response No. 14.)

C. Meridian's Document Production and Assertion of Common Interest Privilege

Pursuant to the Preliminary Conference order entered by Justice Ricci on October 1, 2024, the parties engaged in extensive document productions. Meridian produced approximately 890,000 documents — comprising approximately 1.8 terabytes of data — from eight custodians, including Victor Sandoval (CEO), Bridget Yeung (COO), Marcus Henley (VP, Field Operations), and five additional custodians.

In connection with its production, Meridian served a privilege log identifying documents withheld from production on privilege grounds. Within that log, Meridian identified 187 documents as withheld on the basis of "common interest privilege" between Meridian and Ridgepoint Capital Group LP. These 187 documents are the subject of this cross-motion.

The privilege log entries describing the 187 withheld documents employ generic and formulaic descriptions that reveal the true nature of the communications. The log descriptions fall into the following recurring categories:

• "Communication between Meridian management and Ridgepoint regarding litigation strategy";

• "Analysis of litigation exposure and financial impact on Ridgepoint's investment";

• "Discussion of litigation funding allocation";

• "Review of settlement posture and financial implications for equity holders";

• "Ridgepoint board update on Northgate dispute."

These descriptions, on their face, confirm that the predominant subject matter of the 187 documents is financial and investment-related, not legal. Meridian's privilege log tells its own story: the documents concern Ridgepoint's investment, Ridgepoint's financial exposure, the allocation of litigation funding, the financial implications of settlement for equity holders, and board-level updates on the commercial status of the dispute. These are the hallmarks of investor-portfolio company communications, not communications in furtherance of a shared legal interest.

Notably, the privilege log descriptions confirm that many of the 187 documents do not involve any attorney. A careful review of the log entries reveals that approximately 112 of the 187 documents do not list any attorney from Hargrove, Deluca & Stein LLP — Meridian's litigation counsel — or from any other law firm as author, recipient, or copy recipient. These 112 documents are direct communications between Meridian executives (principally Victor Sandoval, Bridget Yeung, and Derek Obrecht) and Ridgepoint personnel (principally Graham Latimer and members of his investment team) without any attorney on the communication.

Furthermore, it is undisputed that there is no written joint defense agreement or common interest agreement between Meridian and Ridgepoint. This fact has been confirmed through two independent sources: Meridian's interrogatory responses and the deposition testimony of Victor Sandoval. (Meridian Interrogatory Response No. 16; Sandoval Dep. Tr. 211:5–17.) Ridgepoint maintains its own separate legal counsel — distinct from Hargrove, Deluca & Stein LLP — and has not been identified as sharing co-counsel with Meridian in this matter at any point during the litigation.

D. Meet-and-Confer Efforts

The parties have engaged in good-faith meet-and-confer efforts in an attempt to resolve this dispute before burdening the Court with motion practice.

On November 1, 2024, Calderwood & Harkness LLP sent a detailed deficiency letter to Hargrove, Deluca & Stein LLP, attention Thomas Deluca, Esq., identifying multiple deficiencies in Meridian's document production. Among the deficiencies identified was the improper assertion of common interest privilege over 187 Meridian-Ridgepoint communications. The letter set forth Defendant's legal position in detail and requested that Meridian either produce the documents or provide a substantive legal basis for continued withholding.

On November 15, 2024, Calderwood & Harkness proposed a telephonic meet-and-confer to discuss the privilege disputes and other outstanding discovery issues. The parties held the telephonic meet-and-confer on November 20, 2024. During that conference, Meridian's counsel, Mr. Deluca, maintained that the common interest doctrine applies because, in his view, Meridian and Ridgepoint share a "common legal interest" in defending the value of Ridgepoint's investment in Meridian. When pressed on the absence of a written common interest agreement, the absence of attorneys on the majority of the communications, and the financial nature of the communications as described in the privilege log, Meridian's counsel declined to modify its position.

The parties were unable to resolve the dispute. On November 22, 2024, Meridian filed its own motion to compel production of 214 documents withheld by NFA on separate privilege grounds. NFA files this cross-motion on December 6, 2024, to address the reciprocal privilege dispute concerning the 187 Meridian-Ridgepoint documents.

E. Procedural Posture

The case is currently in the discovery and expert work phase. Oral argument on both Meridian's pending Motion to Compel and NFA's Cross-Motion is scheduled for January 27, 2025 before Justice Ricci. Expert reports are due March 31, 2025, with rebuttal reports due May 15, 2025. A six-week trial window has been reserved for November 2025.

The 187 documents at issue are directly relevant to Meridian's claims and NFA's defenses. Based on the privilege log descriptions and the surrounding circumstances, these documents likely contain contemporaneous admissions regarding Meridian's financial distress, Meridian's own assessment of its performance failures on the Northgate project, the true motivations behind this litigation, Ridgepoint's influence over litigation strategy, and Meridian's internal evaluation of its damages claims. The continued withholding of these documents impairs NFA's ability to prepare its defense and prosecute its counterclaims in advance of the November 2025 trial.

ARGUMENT

POINT I: THE COMMON INTEREST PRIVILEGE DOES NOT PROTECT THE 187 WITHHELD DOCUMENTS

A. The Common Interest Doctrine Under New York Law Is Narrow and Must Be Strictly Construed. It is a bedrock principle of New York discovery law that "[t]here shall be full disclosure of all matter material and necessary in the prosecution or defense of an action." CPLR § 3101(a). Privileges that restrict disclosure are exceptions to this broad mandate and must be narrowly construed so as not to defeat the legislative policy of full and open discovery. See Spectrum Sys. Int'l Corp. v. Granite Harbor Securities, 78 N.Y.2d 371, 376–77 (1991) (holding that privileges "are not lightly created" and that "their application [must be] limited to the minimum extent necessary to achieve the purposes underlying them"); see also Hyatt v. State, 23 N.Y.3d 228, 237 (2014) (reaffirming that the attorney-client privilege must be "narrowly construed" because it operates as an impediment to the truth-seeking function of the courts).

The common interest privilege — sometimes referred to as the "community of interest" or "joint defense" privilege — is an extension of the attorney-client privilege. It permits parties with a shared legal interest to exchange otherwise privileged communications without waiving the underlying privilege. The doctrine recognizes that, in certain circumstances, the efficient and effective rendering of legal advice may require the sharing of privileged information among parties whose legal interests are aligned. But the doctrine is narrow by design: it represents an exception to the general rule that disclosure of a privileged communication to a third party waives the privilege.

The Court of Appeals addressed the scope of the common interest doctrine at length in Larkspur Holdings, 27 N.Y.3d 616 (2016), which remains the controlling authority in this jurisdiction. In Ambac, the Court held that the common interest doctrine in New York requires the party asserting the privilege to establish each of the following elements:

(i) The existence of an underlying communication that is protected by the attorney-client privilege;

(ii) That the communication was shared between parties with a common legal interest;

(iii) That the communication was made in furtherance of that common legal interest; and

(iv) That the communication relates to legal advice, not purely business or financial matters.

Id. at 626–28. The Court emphasized that the doctrine is not a standalone privilege; rather, it "presupposes the existence of an otherwise privileged communication" and functions solely to prevent waiver when that communication is shared with a third party who would ordinarily cause a destruction of confidentiality. Id. at 624.

The party asserting the common interest doctrine bears the burden of establishing each element. See In re Grand Jury Subpoenas Dated March 24, 2003, 265 F. Supp. 2d 321, 326 (S.D.N.Y. 2003) ("The burden of establishing the applicability of the privilege rests with the party asserting it."). This burden is not satisfied by conclusory assertions or generic privilege log descriptions. The asserting party must demonstrate, with specificity, that the communication at issue involved legal advice, that the parties shared a common legal — not merely commercial — interest, and that the communication was made in furtherance of that legal interest.

As set forth below, Meridian has failed to carry this burden with respect to any of the 187 withheld documents.

B. Ridgepoint's Interest Is Financial and Commercial, Not Legal — The Doctrine Does Not Apply. ##### 1. The Common Legal Interest Requirement Demands More Than a Shared Financial Stake

The crux of this motion lies in a simple but dispositive question: is Ridgepoint Capital Group LP's interest in this litigation a legal interest or a financial one? The answer is clear. Ridgepoint is a financial investor — a private equity sponsor that acquired a 55% majority equity stake in Meridian for approximately $285 million in 2018. Ridgepoint's interest in this litigation is purely and entirely economic: the outcome of Meridian's $200 million claim and NFA's $149 million in counterclaims will affect the value of Ridgepoint's investment in Meridian and the ultimate return to Ridgepoint's limited partners. That is a financial interest, not a legal one.

The distinction between a financial interest and a legal interest is not a matter of semantics — it is the central requirement of the common interest doctrine. A shared financial interest in the outcome of litigation does not constitute a "common legal interest" within the meaning of the privilege. The Second Circuit addressed this issue squarely in Schaeffler v. United States, 806 F.3d 34 (2d Cir. 2015), holding that the common interest doctrine requires an "identical" legal interest — not merely a "similar" interest — and that the interest must be "legal" in nature, not "solely commercial or financial." Id. at 40–41. In Schaeffler, the Second Circuit rejected the application of the common interest doctrine to communications between a borrower and its lenders concerning tax litigation, holding that the lenders' interest was financial (the impact of the litigation on the borrower's ability to repay), not legal. Id. at 41–42.

The rationale of Schaeffler applies with full force here. Ridgepoint, like the lenders in Schaeffler, has a financial interest in the outcome of this litigation — the value of its equity investment depends in part on whether Meridian prevails or loses. But Ridgepoint has no independent legal claim against NFA. Ridgepoint is not a party to the MCA. Ridgepoint did not perform any work under the contract. Ridgepoint did not issue or receive cure notices. Ridgepoint has no contractual privity with NFA. Ridgepoint is not a co-defendant, co-plaintiff, or intervenor in this action. In short, Ridgepoint has no legal interest in the subject matter of this litigation — it has only a derivative financial interest flowing from its equity ownership of Meridian.

The Southern District of New York reached a consistent conclusion in Egiazaryan v. Zalmayev, 290 F.R.D. 421 (S.D.N.Y. 2013), where the court held that communications between a litigant and its litigation funder are not protected by the common interest doctrine. The court reasoned that a litigation funder's interest is "financial, not legal" — the funder seeks a return on its investment in the litigation, not the vindication of a shared legal right. Id. at 429–30. The court observed that extending the common interest doctrine to cover funder-litigant communications would "dramatically expand" the scope of the privilege and would be inconsistent with the narrow construction that New York law demands. Id. at 430.

Ridgepoint's position here is functionally identical to that of the litigation funder in Egiazaryan. Ridgepoint is funding Meridian's litigation costs — an estimated $12 million war chest — and Ridgepoint's motivation in doing so is to protect the value of its $285 million equity investment. The fact that Ridgepoint is an equity holder rather than a third-party litigation funder does not distinguish its position in any meaningful way. Indeed, an equity holder's interest is, if anything, more financial in character than a litigation funder's interest, because the equity holder's stake in the outcome is entirely derivative of its ownership interest in the entity pursuing the claim.

Ridgepoint's interest is directly analogous to that of a bank or investor tracking a borrower's or portfolio company's litigation. In Allied Irish Banks, P.L.C. v. Bank of Am., N.A., 240 F.R.D. 96 (S.D.N.Y. 2007), the court rejected the application of the common interest doctrine to communications between an investor and a co-investor concerning their shared exposure to litigation, holding that the investors' interest was economic, not legal. Id. at 103–04. The court emphasized that "an economic interest in the outcome of litigation is not the kind of legal interest that the common interest doctrine is designed to protect." Id. at 104.

The same principle applies here. Ridgepoint's interest in the outcome of this litigation is economic — it derives entirely from Ridgepoint's equity investment in Meridian. An economic interest in the outcome of litigation, no matter how substantial, does not transform the relationship between an investor and its portfolio company into one sharing a "common legal interest" for purposes of privilege law.

##### 2. The Privilege Log Descriptions Confirm the Financial Nature of the Communications

The privilege log descriptions supplied by Meridian further confirm that the 187 withheld documents concern financial and investment-related topics — not legal advice shared in furtherance of a common legal interest. A systematic analysis of the 187 log entries reveals that the documents are described using the following recurring categories:

• "Analysis of litigation exposure and financial impact on Ridgepoint's investment";

• "Discussion of litigation funding allocation";

• "Review of settlement posture and financial implications for equity holders";

• "Ridgepoint board update on Northgate dispute";

• "Communication between Meridian management and Ridgepoint regarding litigation strategy."

These descriptions, drafted by Meridian's own counsel, reveal that the withheld communications are focused on the financial dimensions of the dispute: the impact on Ridgepoint's investment, the allocation of litigation funding, the financial implications of settlement for equity holders, and board-level updates to the investor. These are classic business communications — they reflect an equity sponsor monitoring its investment and deciding how much capital to deploy in litigation. They are not communications reflecting the provision or receipt of legal advice for a common legal purpose.

Even where log entries reference "litigation strategy," the context makes clear that Ridgepoint's interest is in the financial return on its investment, not in shared legal claims or defenses. A private equity sponsor discussing "litigation strategy" with a portfolio company is not collaborating as a co-litigant with aligned legal claims; rather, it is evaluating its investment exposure and making capital allocation decisions — quintessentially financial activities. The privilege log descriptions do not reference any shared legal claims, joint legal theories, or coordinated legal defenses. They reference financial impact, funding, and equity holder implications. This is precisely the type of communication that falls outside the common interest doctrine.

Mr. Sandoval's deposition testimony further confirms the financial character of the Meridian-Ridgepoint communications. Mr. Sandoval testified on December 10 and 11, 2024 that Ridgepoint has funded approximately $12 million in litigation costs. (Sandoval Dep. Tr. 204:3–205:11.) He further acknowledged that Ridgepoint regularly receives updates on "the financial status of the case" and that these updates include "information about our assessment of the case and what it means for the business." (Sandoval Dep. Tr. 207:18–208:9.) This testimony confirms that Ridgepoint's role is that of a funder and equity owner receiving financial updates — not a legal co-venturer providing or receiving legal advice in furtherance of shared legal interests.

C. No Joint Defense Agreement or Common Interest Agreement Exists. Meridian has conceded — through both its interrogatory responses and the deposition testimony of Victor Sandoval — that there is no written joint defense agreement or common interest agreement between Meridian and Ridgepoint. (Meridian Interrogatory Response No. 16; Sandoval Dep. Tr. 211:5–17.) This concession is significant and weighs heavily against Meridian's privilege claim.

While the absence of a written agreement is not per se dispositive under New York law, it is a significant factor that courts consider in evaluating the validity of a common interest privilege assertion. The existence of a formal agreement — whether styled as a "joint defense agreement" or a "common interest agreement" — is probative evidence that the parties undertook a coordinated legal effort and made a conscious decision to share privileged information for a common legal purpose. The absence of any such agreement undermines the inference that Meridian and Ridgepoint were, in fact, pursuing a joint legal strategy as opposed to simply communicating about financial matters of shared concern.

Here, the absence of a written agreement is particularly telling because it is consistent with the overall picture that emerges from the record: Ridgepoint is not a legal collaborator; it is a financial investor. Investors communicate with their portfolio companies about litigation regularly — they discuss financial exposure, litigation budgets, settlement parameters, and the impact of disputes on the business. These are normal investor-portfolio company communications. They do not become privileged simply because the underlying subject matter happens to involve litigation. And the fact that Meridian and Ridgepoint never executed a common interest agreement is consistent with the reality that their communications were financial in nature and not undertaken in furtherance of a common legal defense.

Moreover, the record reveals that Ridgepoint has its own separate legal counsel — counsel who is distinct from Hargrove, Deluca & Stein LLP, Meridian's litigation counsel in this action. Ridgepoint has not been identified as sharing co-counsel with Meridian at any point during this litigation. The existence of separate, unrelated legal counsel further undermines the premise that Meridian and Ridgepoint were engaged in a coordinated legal effort that would bring the common interest doctrine into play.

D. Many of the 187 Documents Do Not Involve Counsel, Defeating Any Claim of Attorney-Client Privilege. Perhaps the most straightforward basis for compelling production is the fact that approximately 112 of the 187 withheld documents do not list any attorney as author, recipient, or copy recipient on the privilege log. This fact alone is dispositive as to those 112 documents.

As discussed above, the common interest doctrine is not a standalone privilege. It is a doctrine that prevents the waiver of an otherwise existing attorney-client privilege when the privileged communication is shared with a third party. See Ambac, 27 N.Y.3d at 624. The doctrine therefore has no application where the underlying communication is not itself privileged — that is, where the communication does not involve an attorney providing or receiving legal advice.

Communications between Meridian business executives — including Victor Sandoval, Bridget Yeung, and Derek Obrecht — and Ridgepoint investment personnel — including Graham Latimer — without attorney involvement are business communications, not privileged communications. They are not protected by the attorney-client privilege because no attorney is involved in the communication. And if the underlying communication is not privileged, the common interest doctrine has nothing to preserve.

Meridian cannot bootstrap these non-privileged business communications into privileged status simply by labeling them as subject to a "common interest privilege" on its privilege log. The common interest doctrine extends an existing privilege — it does not create one. As the Court of Appeals has made clear, the privilege applies only where there is "an attorney-client relationship" and where the communication involves legal advice. Spectrum Sys., 78 N.Y.2d at 377. Communications that are "primarily commercial or financial in nature" do not become privileged simply because they touch upon topics that are also the subject of pending litigation. Id.

Even as to the remaining approximately 75 documents that do list an attorney on the communication, the privilege log descriptions raise serious questions about whether those communications involve actual legal advice or whether the attorney's presence is incidental to what are fundamentally business communications about financial exposure, funding allocation, and investment implications. But as to the 112 documents lacking any attorney involvement, the analysis is straightforward: these documents fail to satisfy the threshold requirement of an underlying attorney-client communication, and the common interest doctrine cannot apply.

POINT II: IN THE ALTERNATIVE, THE COURT SHOULD CONDUCT IN CAMERA REVIEW

A. The Standard for In Camera Review. If the Court is not prepared to order wholesale production of all 187 documents based on the legal arguments set forth above, NFA respectfully requests that the Court conduct an in camera inspection of the withheld documents. In camera review is a well-established tool available to the Court to resolve privilege disputes, and courts regularly employ it in circumstances such as those presented here.

Courts routinely conduct in camera review where the privilege log descriptions are insufficiently detailed or generic, where the applicability of the privilege is genuinely disputed based on the facts and circumstances, or where the circumstances suggest the potential for misuse of privilege designations to shield documents from legitimate discovery. See CPLR § 3103(a) (granting courts broad discretion to manage discovery and issue protective orders). The court's inherent authority to resolve privilege disputes includes the power to inspect disputed documents to make an independent determination of privilege applicability.

Here, the descriptions on Meridian's privilege log are generic and formulaic, employing recycled language across dozens of entries. The log entries do not identify the specific legal advice at issue, do not describe the nature of the common legal interest purportedly shared between Meridian and Ridgepoint, and do not explain why each individual communication was made in furtherance of that interest. Given the inadequacy of the log descriptions, it is impossible for NFA — or the Court — to assess whether any individual document might qualify for privilege protection without inspecting the documents themselves.

B. Application to the 187 Documents. NFA respectfully submits that the Court should structure any in camera review as follows:

First, the approximately 112 documents that do not involve any attorney on the communication should be ordered produced without in camera review. As set forth above, these documents cannot satisfy the threshold requirement of an underlying attorney-client communication, and the common interest doctrine therefore has no application. In camera review of these documents would be unnecessary because the legal deficiency is apparent on the face of the privilege log, and no amount of review would cure the absence of attorney involvement.

Second, for the remaining approximately 75 documents that list an attorney on the communication, in camera review is appropriate to determine: (a) whether the communication involves actual legal advice, as opposed to business or financial advice that merely happens to be communicated through or in the presence of an attorney; (b) whether the communication was shared with Ridgepoint in furtherance of a common legal interest, rather than merely a financial interest in the outcome of the litigation; and (c) whether the communication would otherwise be privileged under the attorney-client privilege if it had not been shared with Ridgepoint — that is, whether the sharing with Ridgepoint was the only potential basis for waiver.

In camera review will enable the Court to make document-by-document determinations where appropriate and to order production of those documents that do not qualify for privilege protection while, if warranted, sustaining privilege designations on any documents that satisfy the rigorous standards of the common interest doctrine under New York law.

POINT III: THE WITHHELD DOCUMENTS ARE HIGHLY RELEVANT TO CORE ISSUES IN THIS CASE

A. Relevance to Meridian's Claims and NFA's Defenses. The relevance of the 187 withheld documents underscores the importance of compelling their production. Under CPLR § 3101(a), there is a broad obligation of "full disclosure of all matter material and necessary in the prosecution or defense of an action." The Court of Appeals has consistently interpreted this standard liberally, requiring disclosure of all information that is "reasonably calculated to lead to the discovery of admissible evidence." The 187 documents at issue are directly relevant to multiple core issues in this case.

Meridian's true assessment of its own performance failures. Communications between Meridian and Ridgepoint — its 55% equity owner — likely contain candid, contemporaneous assessments of Meridian's schedule delays, quality deficiencies, and operational challenges on the Northgate project. Meridian's milestones were delayed by 22 to 134-plus days. NFA issued 287 non-conformance reports, 43 of which were critical. Communications with a majority equity investor about these performance problems would naturally include candid assessments that Meridian may now wish to dispute or minimize in litigation. NFA is entitled to these communications to test the credibility of Meridian's current litigation position.

Meridian's financial condition and ability to perform. The withheld documents are relevant to NFA's defense that termination was justified, in part, by Meridian's inability to complete the work. Following termination, Meridian's backlog dropped from approximately $1.4 billion to approximately $770 million. Communications with Ridgepoint about Meridian's financial condition, its ability to fund ongoing operations, and the impact of the Northgate termination on the business are directly relevant to NFA's defenses and counterclaims.

Ridgepoint's influence on litigation decisions. Ridgepoint is funding Meridian's approximately $12 million litigation war chest. The extent to which Ridgepoint — as the entity providing the capital to pursue this litigation — is effectively directing or controlling the litigation strategy is relevant on multiple levels. If Ridgepoint is making or substantially influencing key litigation decisions, this fact further undermines any claim of common legal interest (because it reveals that the communications are about investment management, not shared legal strategy) and is independently relevant to the credibility and motivations of Meridian's litigation positions.

Settlement posture and damages mitigation. Communications between Meridian and Ridgepoint about settlement parameters, Meridian's actual damages assessment, and the financial terms under which Meridian would be willing to resolve the dispute are relevant to NFA's mitigation defense and to testing the credibility of Meridian's $200 million damages claim. If Meridian's internal assessment of its damages — as communicated to the entity funding the litigation — diverges materially from the $200 million figure asserted in the Complaint, NFA is entitled discover that discrepancy.

The pretext theory. Meridian's central claim is that NFA's termination was pretextual — i.e., that NFA terminated the MCA not because of genuine performance failures but for improper business reasons. NFA has denied this allegation and has marshaled extensive evidence of Meridian's material breaches. Conversely, communications between Meridian and Ridgepoint may reveal that this lawsuit itself is motivated not by legitimate contractual claims but by Ridgepoint's desire to recoup its $285 million equity investment in Meridian, which the termination of the MCA significantly impaired. Such evidence would be directly relevant to the credibility of Meridian's claims and the motivations behind this litigation.

B. Prejudice to Defendant from Non-Disclosure. NFA has approached its own discovery obligations in good faith, producing approximately 1.4 million documents — comprising approximately 3.2 terabytes of data — from 10 custodians. The withholding of 187 potentially critical documents by Meridian creates an unjustifiable asymmetry in the discovery process. NFA is entitled discover the same type of candid, contemporaneous communications from Meridian that NFA has produced from its own files.

NFA is also entitled to test the credibility of Meridian's key witnesses — including Victor Sandoval, Bridget Yeung, and Derek Obrecht — using communications that reveal their contemporaneous assessments of the Northgate project as shared with Meridian's majority equity owner. Cross-examination is meaningfully impaired when the examining party is denied access to prior statements and assessments that may contradict the witness's testimony at trial.

As trial approaches — the six-week trial window is reserved for November 2025 — continued delay in resolving this dispute prejudices NFA's ability to prepare its defense and prosecute its counterclaims. Expert reports are due March 31, 2025, and NFA's experts must have access to the full universe of relevant documents, including the 187 withheld documents, to render complete and reliable opinions. Every day of continued delay narrows the window in which NFA can integrate these documents into its case preparation.

CONCLUSION

For the foregoing reasons, Defendant Northgate Fiber Americas Inc. respectfully requests that the Court enter an order:

1. Compelling Plaintiff Meridian Infrastructure Partners LLC to produce all 187 documents improperly withheld under the common interest privilege, as the privilege does not apply to communications between Meridian and its financial investor, Ridgepoint Capital Group LP;

2. In the alternative, directing Meridian to produce the approximately 112 documents that do not involve any attorney on the communication, and ordering in camera review of the remaining approximately 75 documents to determine privilege applicability;

3. Awarding NFA its reasonable costs and attorneys' fees incurred in connection with this cross-motion; and

4. Granting such other and further relief as the Court deems just and proper.

Dated: New York, New York December 6, 2024

CALDERWOOD & HARKNESS LLP

By: ________

Linda Osei Responsible Partner

Jeffrey Park Lead Associate

425 Park Avenue, 33rd Floor New York, NY 10022 Telephone: (212) 558-4000

Attorneys for Defendant Northgate Fiber Americas Inc.

C&H Matter No. 1022-00005

CERTIFICATION OF WORD COUNT / COMPLIANCE

I, Jeffrey Park, an attorney at Calderwood & Harkness LLP, hereby certify that this Memorandum of Law complies with the word count limitations set forth in the Commercial Division Rules, N.Y. Commercial Division Rules § 202.70, Rule 17. Exclusive of the caption, table of contents, table of authorities, signature block, and certificates, this memorandum contains 7,853 words, as measured by the word processing system used to prepare the document.

________________________________________

Jeffrey Park Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, NY 10022

Dated: December 6, 2024

CERTIFICATE OF SERVICE

I, Jeffrey Park, an attorney at Calderwood & Harkness LLP, hereby certify that on December 6, 2024, a true and correct copy of the foregoing Defendant Northgate Fiber Americas Inc.'s Memorandum of Law in Support of Its Cross-Motion for Protective Order Compelling Production of Documents Withheld by Plaintiff Under Claimed Common Interest Privilege, or in the Alternative, for In Camera Review, together with all exhibits and supporting papers, was served upon the following counsel of record:

Thomas Deluca, Esq. Miriam Vasquez, Esq. Hargrove, Deluca & Stein LLP 51 West 52nd Street, 40th Floor New York, NY 10019 Counsel for Plaintiff Meridian Infrastructure Partners LLC

Service was made via the New York State Courts Electronic Filing System ("NYSCEF") and by electronic mail to the email addresses of record for the above-named counsel.

________________________________________

Jeffrey Park Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, NY 10022

Dated: December 6, 2024

Case	Page(s)
Northpoint Casualty Group Cas. & Surety Co. v. Certain Underwriters at Lloyd's London, 176 Misc. 2d 605 (Sup. Ct., N.Y. County 1998)	12, 16
Allied Irish Banks, P.L.C. v. Bank of Am., N.A., 240 F.R.D. 96 (S.D.N.Y. 2007)	13, 15, 17
Larkspur Holdings, 27 N.Y.3d 616 (2016)	10, 11, 12, 14, 18
Egiazaryan v. Zalmayev, 290 F.R.D. 421 (S.D.N.Y. 2013)	13, 14, 16
Hyatt v. State, 23 N.Y.3d 228 (2014)	11
In re Grand Jury Subpoenas Dated March 24, 2003, 265 F. Supp. 2d 321 (S.D.N.Y. 2003)	11, 12
Schaeffler v. United States, 806 F.3d 34 (2d Cir. 2015)	13, 14, 15
Spectrum Sys. Int'l Corp. v. Granite Harbor Securities, 78 N.Y.2d 371 (1991)	10, 11, 19
Statute / Rule	Page(s)
CPLR § 3101(a)	10, 20, 21
CPLR § 3101(b)	10, 11
CPLR § 3103(a)	19, 20
N.Y. Commercial Division Rules § 202.70, Rule 11-b	8

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION
MERIDIAN INFRASTRUCTURE PARTNERS LLC,
Plaintiff,
— against —
NORTHGATE FIBER AMERICAS INC.,
Defendant.
Index No. 654321/2024
Part 49 (Hon. Eleanor M. Ricci)
DEFENDANT NORTHGATE FIBER AMERICAS INC.'S MEMORANDUM OF LAW IN SUPPORT OF ITS CROSS-MOTION FOR PROTECTIVE ORDER COMPELLING PRODUCTION OF DOCUMENTS WITHHELD BY PLAINTIFF UNDER CLAIMED COMMON INTEREST PRIVILEGE, OR IN THE ALTERNATIVE, FOR IN CAMERA REVIEW
Filed: December 6, 2024
Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, NY 10022 Linda Osei, Responsible Partner Jeffrey Park, Lead Associate Attorneys for Defendant Northgate Fiber Americas Inc. C&H Matter No. 1022-00005
TABLE OF CONTENTS
Right-click to update Table of Contents
TABLE OF AUTHORITIES
Cases
Statutes and Rules
PRELIMINARY STATEMENT
Defendant Northgate Fiber Americas Inc. ("NFA" or "Defendant") respectfully submits this memorandum of law in support of its cross-motion for an order compelling Plaintiff Meridian Infrastructure Partners LLC ("Meridian" or "Plaintiff") to produce 187 documents withheld from its document production under an asserted "common interest privilege" purportedly shared between Meridian and its private equity sponsor, Ridgepoint Capital Group LP ("Ridgepoint"). For the reasons set forth herein, the common interest doctrine does not shield these documents from disclosure, and they should be produced forthwith.
This action arises from NFA's April 1, 2024 termination for cause of the Master Construction Agreement dated March 15, 2020 (the "MCA"), a $1.2 billion fiber-optic build-out program spanning approximately 18,500 route miles across seven northeastern states. Meridian claims that the termination was wrongful and seeks $200 million in damages. NFA has asserted counterclaims totaling $149 million based on material breach, liquidated damages, excess completion costs, and remediation of defective work. The stakes in this litigation are substantial, and both parties are entitled to the full and fair disclosure mandated by New York's discovery rules.
The 187 documents at issue consist of communications between Meridian and Ridgepoint — Meridian's 55% equity owner — relating to the Northgate contract, the termination, litigation strategy, and litigation funding. Meridian designated these documents on its privilege log as protected by a "common interest" doctrine, asserting that Meridian and Ridgepoint share a common legal interest sufficient to shield their communications from production. This assertion is unfounded as a matter of law and unsupported by the factual record.
Defendant contends that the common interest privilege does not shield these documents for four independent reasons. First, Ridgepoint is a financial investor — a private equity fund that acquired its majority stake for approximately $285 million — not a co-party sharing a common legal interest in this litigation. Second, no written joint defense or common interest agreement exists between Meridian and Ridgepoint, a fact conceded by Meridian through interrogatory responses and the deposition testimony of its CEO, Victor Sandoval. Third, the communications at issue primarily concern Ridgepoint's financial investment interests, litigation funding decisions (an estimated $12 million litigation war chest), and return-on-investment analysis — not the provision or receipt of legal advice. Fourth, and most fundamentally, New York law applies the common interest doctrine narrowly, requiring a shared legal — not merely commercial or financial — interest, and Meridian cannot satisfy that standard here.
The privilege log itself confirms the impropriety of Meridian's designations. Of the 187 withheld documents, approximately 112 do not list any attorney — from Meridian's counsel Hargrove, Deluca & Stein LLP or otherwise — as author, recipient, or copy recipient. These are direct communications between Meridian business executives and Ridgepoint investment professionals. The common interest doctrine is not a standalone privilege; it presupposes an underlying attorney-client communication. Where no attorney is involved, no privilege attaches, and the common interest doctrine has nothing to preserve.
In the alternative, Defendant respectfully requests that the Court conduct an in camera review of the 187 documents to determine whether any qualify for privilege protection under the rigorous standards that New York law demands.
STATEMENT OF FACTS
A. The Parties and the Underlying Dispute
Defendant Northgate Fiber Americas Inc. is a Delaware corporation (File No. 7182934) and a wholly owned subsidiary of Northgate Telecommunications PLC, a UK public limited company (Co. No. 08234517, LSE: NTP, Nasdaq ADR: NTPLF). NFA maintains its principal office at 600 Lexington Avenue, 28th Floor, New York, New York 10022. NFA is a leading provider of telecommunications infrastructure and fiber-optic network services across the northeastern United States.
Plaintiff Meridian Infrastructure Partners LLC is a Delaware limited liability company (File No. 6439821), headquartered at 1800 Post Oak Boulevard, Suite 1200, Houston, Texas 77056. Meridian is a specialty fiber-optic and telecommunications infrastructure contractor. According to publicly available filings and deposition testimony, Meridian reported fiscal year 2023 revenue of approximately $620 million.
On March 15, 2020, NFA and Meridian entered into the Master Construction Agreement (the "MCA") pursuant to which Meridian was to provide design, engineering, permitting, and construction services for approximately 18,500 route miles of fiber-optic cable across the states of New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia. The total contract price under the MCA was $1.2 billion, with performance to be completed over a five-year term. The MCA represented one of the largest fiber-optic infrastructure build-out programs in the northeastern United States, and Meridian's role as the prime contractor was central to the program's success.
Over the course of the project, Meridian incurred persistent and material schedule delays and quality deficiencies. NFA's project management team issued a total of 287 non-conformance reports ("NCRs") documenting Meridian's failure to perform work in conformance with the contract specifications, of which 43 were classified as critical. Contractual milestones were consistently delayed, with delays ranging from 22 days on the low end to more than 134 days on the high end across multiple work segments. These repeated failures constituted material breaches of Meridian's obligations under MCA § 14.1.
After exhausting its contractual cure remedies, NFA issued Cure Notice No. 1 on January 18, 2024, identifying specific instances of material non-performance and providing Meridian with the opportunity to cure. When Meridian failed to cure, NFA issued Cure Notice No. 2 on February 19, 2024, setting forth additional instances of non-conformance and providing a final opportunity to remedy the identified deficiencies. When Meridian again failed to cure within the contractually specified period, NFA exercised its right to terminate the MCA for cause on April 1, 2024, pursuant to MCA § 14.2.
Meridian filed its Verified Complaint on July 15, 2024, commencing this action under Index No. 654321/2024, and seeking $200 million in damages across four counts arising from NFA's alleged wrongful termination. NFA filed its Answer with Affirmative Defenses and Counterclaims on September 3, 2024, denying Meridian's claims in their entirety and asserting counterclaims totaling $149 million. NFA's counterclaims include: Counterclaim I seeking $49 million in liquidated damages for schedule delays; Counterclaim II seeking $81.7 million in excess completion costs based on the replacement contract NFA was required to execute with Crestline Construction Group Inc. to complete the fiber-optic build-out; and Counterclaim III seeking $18.3 million in remediation costs to correct defective work Meridian left behind upon termination.
B. Ridgepoint Capital Group LP's Relationship to Meridian
Ridgepoint Capital Group LP ("Ridgepoint") is a Dallas-based infrastructure-focused private equity fund, with its principal office at 2100 Ross Avenue, Suite 3300, Dallas, Texas 75201. Ridgepoint is managed by Graham Latimer, its Managing Partner, and focuses on middle-market investments in energy, telecommunications, and transportation infrastructure.
In 2018, Ridgepoint acquired a 55% majority equity stake in Meridian for approximately $285 million. Following the transaction, Victor Sandoval — Meridian's Chief Executive Officer and Managing Member — retained a 30% ownership interest. The remaining 15% equity interest is held by a senior management pool comprising certain of Meridian's officers and key employees. The Ridgepoint investment transformed Meridian's ownership structure, placing Ridgepoint in a controlling position as the majority equity holder.
Ridgepoint's investment thesis for the Meridian acquisition was premised in significant part on the Northgate MCA as Meridian's anchor program. This fact was established through the deposition testimony of Victor Sandoval, taken on December 10 and 11, 2024. Mr. Sandoval testified that the Northgate contract was "the centerpiece" of the financial projections Meridian presented to Ridgepoint during the investment process, and that the projected returns from the MCA were a material factor in Ridgepoint's decision to invest. (Sandoval Dep. Tr. 187:14–188:22.)
Several facts about Ridgepoint's relationship to this litigation are critical and undisputed. Ridgepoint is not a party to the MCA. Ridgepoint is not a party to this litigation. Ridgepoint has no independent legal claims against NFA. Ridgepoint is not a co-defendant, co-plaintiff, or intervenor in this action. Ridgepoint did not perform any work under the MCA, did not issue or receive any cure notices, and has no contractual privity with NFA whatsoever.
Ridgepoint's sole relationship to this litigation is twofold: (a) Ridgepoint is Meridian's majority equity owner with a financial interest in the outcome of this action, and (b) Ridgepoint is the funder of Meridian's litigation costs. According to Meridian's discovery responses and Mr. Sandoval's deposition testimony, Meridian's estimated litigation costs are approximately $12 million, and these costs are being funded by Ridgepoint as part of its ongoing capital support for its portfolio company. (Sandoval Dep. Tr. 204:3–205:11; Meridian Interrogatory Response No. 14.)
C. Meridian's Document Production and Assertion of Common Interest Privilege
Pursuant to the Preliminary Conference order entered by Justice Ricci on October 1, 2024, the parties engaged in extensive document productions. Meridian produced approximately 890,000 documents — comprising approximately 1.8 terabytes of data — from eight custodians, including Victor Sandoval (CEO), Bridget Yeung (COO), Marcus Henley (VP, Field Operations), and five additional custodians.
In connection with its production, Meridian served a privilege log identifying documents withheld from production on privilege grounds. Within that log, Meridian identified 187 documents as withheld on the basis of "common interest privilege" between Meridian and Ridgepoint Capital Group LP. These 187 documents are the subject of this cross-motion.
The privilege log entries describing the 187 withheld documents employ generic and formulaic descriptions that reveal the true nature of the communications. The log descriptions fall into the following recurring categories:
• "Communication between Meridian management and Ridgepoint regarding litigation strategy";
• "Analysis of litigation exposure and financial impact on Ridgepoint's investment";
• "Discussion of litigation funding allocation";
• "Review of settlement posture and financial implications for equity holders";
• "Ridgepoint board update on Northgate dispute."
These descriptions, on their face, confirm that the predominant subject matter of the 187 documents is financial and investment-related, not legal. Meridian's privilege log tells its own story: the documents concern Ridgepoint's investment, Ridgepoint's financial exposure, the allocation of litigation funding, the financial implications of settlement for equity holders, and board-level updates on the commercial status of the dispute. These are the hallmarks of investor-portfolio company communications, not communications in furtherance of a shared legal interest.
Notably, the privilege log descriptions confirm that many of the 187 documents do not involve any attorney. A careful review of the log entries reveals that approximately 112 of the 187 documents do not list any attorney from Hargrove, Deluca & Stein LLP — Meridian's litigation counsel — or from any other law firm as author, recipient, or copy recipient. These 112 documents are direct communications between Meridian executives (principally Victor Sandoval, Bridget Yeung, and Derek Obrecht) and Ridgepoint personnel (principally Graham Latimer and members of his investment team) without any attorney on the communication.
Furthermore, it is undisputed that there is no written joint defense agreement or common interest agreement between Meridian and Ridgepoint. This fact has been confirmed through two independent sources: Meridian's interrogatory responses and the deposition testimony of Victor Sandoval. (Meridian Interrogatory Response No. 16; Sandoval Dep. Tr. 211:5–17.) Ridgepoint maintains its own separate legal counsel — distinct from Hargrove, Deluca & Stein LLP — and has not been identified as sharing co-counsel with Meridian in this matter at any point during the litigation.
D. Meet-and-Confer Efforts
The parties have engaged in good-faith meet-and-confer efforts in an attempt to resolve this dispute before burdening the Court with motion practice.
On November 1, 2024, Calderwood & Harkness LLP sent a detailed deficiency letter to Hargrove, Deluca & Stein LLP, attention Thomas Deluca, Esq., identifying multiple deficiencies in Meridian's document production. Among the deficiencies identified was the improper assertion of common interest privilege over 187 Meridian-Ridgepoint communications. The letter set forth Defendant's legal position in detail and requested that Meridian either produce the documents or provide a substantive legal basis for continued withholding.
On November 15, 2024, Calderwood & Harkness proposed a telephonic meet-and-confer to discuss the privilege disputes and other outstanding discovery issues. The parties held the telephonic meet-and-confer on November 20, 2024. During that conference, Meridian's counsel, Mr. Deluca, maintained that the common interest doctrine applies because, in his view, Meridian and Ridgepoint share a "common legal interest" in defending the value of Ridgepoint's investment in Meridian. When pressed on the absence of a written common interest agreement, the absence of attorneys on the majority of the communications, and the financial nature of the communications as described in the privilege log, Meridian's counsel declined to modify its position.
The parties were unable to resolve the dispute. On November 22, 2024, Meridian filed its own motion to compel production of 214 documents withheld by NFA on separate privilege grounds. NFA files this cross-motion on December 6, 2024, to address the reciprocal privilege dispute concerning the 187 Meridian-Ridgepoint documents.
E. Procedural Posture
The case is currently in the discovery and expert work phase. Oral argument on both Meridian's pending Motion to Compel and NFA's Cross-Motion is scheduled for January 27, 2025 before Justice Ricci. Expert reports are due March 31, 2025, with rebuttal reports due May 15, 2025. A six-week trial window has been reserved for November 2025.
The 187 documents at issue are directly relevant to Meridian's claims and NFA's defenses. Based on the privilege log descriptions and the surrounding circumstances, these documents likely contain contemporaneous admissions regarding Meridian's financial distress, Meridian's own assessment of its performance failures on the Northgate project, the true motivations behind this litigation, Ridgepoint's influence over litigation strategy, and Meridian's internal evaluation of its damages claims. The continued withholding of these documents impairs NFA's ability to prepare its defense and prosecute its counterclaims in advance of the November 2025 trial.
ARGUMENT
POINT I: THE COMMON INTEREST PRIVILEGE DOES NOT PROTECT THE 187 WITHHELD DOCUMENTS
A. The Common Interest Doctrine Under New York Law Is Narrow and Must Be Strictly Construed. It is a bedrock principle of New York discovery law that "[t]here shall be full disclosure of all matter material and necessary in the prosecution or defense of an action." CPLR § 3101(a). Privileges that restrict disclosure are exceptions to this broad mandate and must be narrowly construed so as not to defeat the legislative policy of full and open discovery. See Spectrum Sys. Int'l Corp. v. Granite Harbor Securities, 78 N.Y.2d 371, 376–77 (1991) (holding that privileges "are not lightly created" and that "their application [must be] limited to the minimum extent necessary to achieve the purposes underlying them"); see also Hyatt v. State, 23 N.Y.3d 228, 237 (2014) (reaffirming that the attorney-client privilege must be "narrowly construed" because it operates as an impediment to the truth-seeking function of the courts).
The common interest privilege — sometimes referred to as the "community of interest" or "joint defense" privilege — is an extension of the attorney-client privilege. It permits parties with a shared legal interest to exchange otherwise privileged communications without waiving the underlying privilege. The doctrine recognizes that, in certain circumstances, the efficient and effective rendering of legal advice may require the sharing of privileged information among parties whose legal interests are aligned. But the doctrine is narrow by design: it represents an exception to the general rule that disclosure of a privileged communication to a third party waives the privilege.
The Court of Appeals addressed the scope of the common interest doctrine at length in Larkspur Holdings, 27 N.Y.3d 616 (2016), which remains the controlling authority in this jurisdiction. In Ambac, the Court held that the common interest doctrine in New York requires the party asserting the privilege to establish each of the following elements:
(i) The existence of an underlying communication that is protected by the attorney-client privilege;
(ii) That the communication was shared between parties with a common legal interest;
(iii) That the communication was made in furtherance of that common legal interest; and
(iv) That the communication relates to legal advice, not purely business or financial matters.
Id. at 626–28. The Court emphasized that the doctrine is not a standalone privilege; rather, it "presupposes the existence of an otherwise privileged communication" and functions solely to prevent waiver when that communication is shared with a third party who would ordinarily cause a destruction of confidentiality. Id. at 624.
The party asserting the common interest doctrine bears the burden of establishing each element. See In re Grand Jury Subpoenas Dated March 24, 2003, 265 F. Supp. 2d 321, 326 (S.D.N.Y. 2003) ("The burden of establishing the applicability of the privilege rests with the party asserting it."). This burden is not satisfied by conclusory assertions or generic privilege log descriptions. The asserting party must demonstrate, with specificity, that the communication at issue involved legal advice, that the parties shared a common legal — not merely commercial — interest, and that the communication was made in furtherance of that legal interest.
As set forth below, Meridian has failed to carry this burden with respect to any of the 187 withheld documents.
B. Ridgepoint's Interest Is Financial and Commercial, Not Legal — The Doctrine Does Not Apply. ##### 1. The Common Legal Interest Requirement Demands More Than a Shared Financial Stake
The crux of this motion lies in a simple but dispositive question: is Ridgepoint Capital Group LP's interest in this litigation a legal interest or a financial one? The answer is clear. Ridgepoint is a financial investor — a private equity sponsor that acquired a 55% majority equity stake in Meridian for approximately $285 million in 2018. Ridgepoint's interest in this litigation is purely and entirely economic: the outcome of Meridian's $200 million claim and NFA's $149 million in counterclaims will affect the value of Ridgepoint's investment in Meridian and the ultimate return to Ridgepoint's limited partners. That is a financial interest, not a legal one.
The distinction between a financial interest and a legal interest is not a matter of semantics — it is the central requirement of the common interest doctrine. A shared financial interest in the outcome of litigation does not constitute a "common legal interest" within the meaning of the privilege. The Second Circuit addressed this issue squarely in Schaeffler v. United States, 806 F.3d 34 (2d Cir. 2015), holding that the common interest doctrine requires an "identical" legal interest — not merely a "similar" interest — and that the interest must be "legal" in nature, not "solely commercial or financial." Id. at 40–41. In Schaeffler, the Second Circuit rejected the application of the common interest doctrine to communications between a borrower and its lenders concerning tax litigation, holding that the lenders' interest was financial (the impact of the litigation on the borrower's ability to repay), not legal. Id. at 41–42.
The rationale of Schaeffler applies with full force here. Ridgepoint, like the lenders in Schaeffler, has a financial interest in the outcome of this litigation — the value of its equity investment depends in part on whether Meridian prevails or loses. But Ridgepoint has no independent legal claim against NFA. Ridgepoint is not a party to the MCA. Ridgepoint did not perform any work under the contract. Ridgepoint did not issue or receive cure notices. Ridgepoint has no contractual privity with NFA. Ridgepoint is not a co-defendant, co-plaintiff, or intervenor in this action. In short, Ridgepoint has no legal interest in the subject matter of this litigation — it has only a derivative financial interest flowing from its equity ownership of Meridian.
The Southern District of New York reached a consistent conclusion in Egiazaryan v. Zalmayev, 290 F.R.D. 421 (S.D.N.Y. 2013), where the court held that communications between a litigant and its litigation funder are not protected by the common interest doctrine. The court reasoned that a litigation funder's interest is "financial, not legal" — the funder seeks a return on its investment in the litigation, not the vindication of a shared legal right. Id. at 429–30. The court observed that extending the common interest doctrine to cover funder-litigant communications would "dramatically expand" the scope of the privilege and would be inconsistent with the narrow construction that New York law demands. Id. at 430.
Ridgepoint's position here is functionally identical to that of the litigation funder in Egiazaryan. Ridgepoint is funding Meridian's litigation costs — an estimated $12 million war chest — and Ridgepoint's motivation in doing so is to protect the value of its $285 million equity investment. The fact that Ridgepoint is an equity holder rather than a third-party litigation funder does not distinguish its position in any meaningful way. Indeed, an equity holder's interest is, if anything, more financial in character than a litigation funder's interest, because the equity holder's stake in the outcome is entirely derivative of its ownership interest in the entity pursuing the claim.
Ridgepoint's interest is directly analogous to that of a bank or investor tracking a borrower's or portfolio company's litigation. In Allied Irish Banks, P.L.C. v. Bank of Am., N.A., 240 F.R.D. 96 (S.D.N.Y. 2007), the court rejected the application of the common interest doctrine to communications between an investor and a co-investor concerning their shared exposure to litigation, holding that the investors' interest was economic, not legal. Id. at 103–04. The court emphasized that "an economic interest in the outcome of litigation is not the kind of legal interest that the common interest doctrine is designed to protect." Id. at 104.
The same principle applies here. Ridgepoint's interest in the outcome of this litigation is economic — it derives entirely from Ridgepoint's equity investment in Meridian. An economic interest in the outcome of litigation, no matter how substantial, does not transform the relationship between an investor and its portfolio company into one sharing a "common legal interest" for purposes of privilege law.
##### 2. The Privilege Log Descriptions Confirm the Financial Nature of the Communications
The privilege log descriptions supplied by Meridian further confirm that the 187 withheld documents concern financial and investment-related topics — not legal advice shared in furtherance of a common legal interest. A systematic analysis of the 187 log entries reveals that the documents are described using the following recurring categories:
• "Analysis of litigation exposure and financial impact on Ridgepoint's investment";
• "Discussion of litigation funding allocation";
• "Review of settlement posture and financial implications for equity holders";
• "Ridgepoint board update on Northgate dispute";
• "Communication between Meridian management and Ridgepoint regarding litigation strategy."
These descriptions, drafted by Meridian's own counsel, reveal that the withheld communications are focused on the financial dimensions of the dispute: the impact on Ridgepoint's investment, the allocation of litigation funding, the financial implications of settlement for equity holders, and board-level updates to the investor. These are classic business communications — they reflect an equity sponsor monitoring its investment and deciding how much capital to deploy in litigation. They are not communications reflecting the provision or receipt of legal advice for a common legal purpose.
Even where log entries reference "litigation strategy," the context makes clear that Ridgepoint's interest is in the financial return on its investment, not in shared legal claims or defenses. A private equity sponsor discussing "litigation strategy" with a portfolio company is not collaborating as a co-litigant with aligned legal claims; rather, it is evaluating its investment exposure and making capital allocation decisions — quintessentially financial activities. The privilege log descriptions do not reference any shared legal claims, joint legal theories, or coordinated legal defenses. They reference financial impact, funding, and equity holder implications. This is precisely the type of communication that falls outside the common interest doctrine.
Mr. Sandoval's deposition testimony further confirms the financial character of the Meridian-Ridgepoint communications. Mr. Sandoval testified on December 10 and 11, 2024 that Ridgepoint has funded approximately $12 million in litigation costs. (Sandoval Dep. Tr. 204:3–205:11.) He further acknowledged that Ridgepoint regularly receives updates on "the financial status of the case" and that these updates include "information about our assessment of the case and what it means for the business." (Sandoval Dep. Tr. 207:18–208:9.) This testimony confirms that Ridgepoint's role is that of a funder and equity owner receiving financial updates — not a legal co-venturer providing or receiving legal advice in furtherance of shared legal interests.
C. No Joint Defense Agreement or Common Interest Agreement Exists. Meridian has conceded — through both its interrogatory responses and the deposition testimony of Victor Sandoval — that there is no written joint defense agreement or common interest agreement between Meridian and Ridgepoint. (Meridian Interrogatory Response No. 16; Sandoval Dep. Tr. 211:5–17.) This concession is significant and weighs heavily against Meridian's privilege claim.
While the absence of a written agreement is not per se dispositive under New York law, it is a significant factor that courts consider in evaluating the validity of a common interest privilege assertion. The existence of a formal agreement — whether styled as a "joint defense agreement" or a "common interest agreement" — is probative evidence that the parties undertook a coordinated legal effort and made a conscious decision to share privileged information for a common legal purpose. The absence of any such agreement undermines the inference that Meridian and Ridgepoint were, in fact, pursuing a joint legal strategy as opposed to simply communicating about financial matters of shared concern.
Here, the absence of a written agreement is particularly telling because it is consistent with the overall picture that emerges from the record: Ridgepoint is not a legal collaborator; it is a financial investor. Investors communicate with their portfolio companies about litigation regularly — they discuss financial exposure, litigation budgets, settlement parameters, and the impact of disputes on the business. These are normal investor-portfolio company communications. They do not become privileged simply because the underlying subject matter happens to involve litigation. And the fact that Meridian and Ridgepoint never executed a common interest agreement is consistent with the reality that their communications were financial in nature and not undertaken in furtherance of a common legal defense.
Moreover, the record reveals that Ridgepoint has its own separate legal counsel — counsel who is distinct from Hargrove, Deluca & Stein LLP, Meridian's litigation counsel in this action. Ridgepoint has not been identified as sharing co-counsel with Meridian at any point during this litigation. The existence of separate, unrelated legal counsel further undermines the premise that Meridian and Ridgepoint were engaged in a coordinated legal effort that would bring the common interest doctrine into play.
D. Many of the 187 Documents Do Not Involve Counsel, Defeating Any Claim of Attorney-Client Privilege. Perhaps the most straightforward basis for compelling production is the fact that approximately 112 of the 187 withheld documents do not list any attorney as author, recipient, or copy recipient on the privilege log. This fact alone is dispositive as to those 112 documents.
As discussed above, the common interest doctrine is not a standalone privilege. It is a doctrine that prevents the waiver of an otherwise existing attorney-client privilege when the privileged communication is shared with a third party. See Ambac, 27 N.Y.3d at 624. The doctrine therefore has no application where the underlying communication is not itself privileged — that is, where the communication does not involve an attorney providing or receiving legal advice.
Communications between Meridian business executives — including Victor Sandoval, Bridget Yeung, and Derek Obrecht — and Ridgepoint investment personnel — including Graham Latimer — without attorney involvement are business communications, not privileged communications. They are not protected by the attorney-client privilege because no attorney is involved in the communication. And if the underlying communication is not privileged, the common interest doctrine has nothing to preserve.
Meridian cannot bootstrap these non-privileged business communications into privileged status simply by labeling them as subject to a "common interest privilege" on its privilege log. The common interest doctrine extends an existing privilege — it does not create one. As the Court of Appeals has made clear, the privilege applies only where there is "an attorney-client relationship" and where the communication involves legal advice. Spectrum Sys., 78 N.Y.2d at 377. Communications that are "primarily commercial or financial in nature" do not become privileged simply because they touch upon topics that are also the subject of pending litigation. Id.
Even as to the remaining approximately 75 documents that do list an attorney on the communication, the privilege log descriptions raise serious questions about whether those communications involve actual legal advice or whether the attorney's presence is incidental to what are fundamentally business communications about financial exposure, funding allocation, and investment implications. But as to the 112 documents lacking any attorney involvement, the analysis is straightforward: these documents fail to satisfy the threshold requirement of an underlying attorney-client communication, and the common interest doctrine cannot apply.
POINT II: IN THE ALTERNATIVE, THE COURT SHOULD CONDUCT IN CAMERA REVIEW
A. The Standard for In Camera Review. If the Court is not prepared to order wholesale production of all 187 documents based on the legal arguments set forth above, NFA respectfully requests that the Court conduct an in camera inspection of the withheld documents. In camera review is a well-established tool available to the Court to resolve privilege disputes, and courts regularly employ it in circumstances such as those presented here.
Courts routinely conduct in camera review where the privilege log descriptions are insufficiently detailed or generic, where the applicability of the privilege is genuinely disputed based on the facts and circumstances, or where the circumstances suggest the potential for misuse of privilege designations to shield documents from legitimate discovery. See CPLR § 3103(a) (granting courts broad discretion to manage discovery and issue protective orders). The court's inherent authority to resolve privilege disputes includes the power to inspect disputed documents to make an independent determination of privilege applicability.
Here, the descriptions on Meridian's privilege log are generic and formulaic, employing recycled language across dozens of entries. The log entries do not identify the specific legal advice at issue, do not describe the nature of the common legal interest purportedly shared between Meridian and Ridgepoint, and do not explain why each individual communication was made in furtherance of that interest. Given the inadequacy of the log descriptions, it is impossible for NFA — or the Court — to assess whether any individual document might qualify for privilege protection without inspecting the documents themselves.
B. Application to the 187 Documents. NFA respectfully submits that the Court should structure any in camera review as follows:
First, the approximately 112 documents that do not involve any attorney on the communication should be ordered produced without in camera review. As set forth above, these documents cannot satisfy the threshold requirement of an underlying attorney-client communication, and the common interest doctrine therefore has no application. In camera review of these documents would be unnecessary because the legal deficiency is apparent on the face of the privilege log, and no amount of review would cure the absence of attorney involvement.
Second, for the remaining approximately 75 documents that list an attorney on the communication, in camera review is appropriate to determine: (a) whether the communication involves actual legal advice, as opposed to business or financial advice that merely happens to be communicated through or in the presence of an attorney; (b) whether the communication was shared with Ridgepoint in furtherance of a common legal interest, rather than merely a financial interest in the outcome of the litigation; and (c) whether the communication would otherwise be privileged under the attorney-client privilege if it had not been shared with Ridgepoint — that is, whether the sharing with Ridgepoint was the only potential basis for waiver.
In camera review will enable the Court to make document-by-document determinations where appropriate and to order production of those documents that do not qualify for privilege protection while, if warranted, sustaining privilege designations on any documents that satisfy the rigorous standards of the common interest doctrine under New York law.
POINT III: THE WITHHELD DOCUMENTS ARE HIGHLY RELEVANT TO CORE ISSUES IN THIS CASE
A. Relevance to Meridian's Claims and NFA's Defenses. The relevance of the 187 withheld documents underscores the importance of compelling their production. Under CPLR § 3101(a), there is a broad obligation of "full disclosure of all matter material and necessary in the prosecution or defense of an action." The Court of Appeals has consistently interpreted this standard liberally, requiring disclosure of all information that is "reasonably calculated to lead to the discovery of admissible evidence." The 187 documents at issue are directly relevant to multiple core issues in this case.
Meridian's true assessment of its own performance failures. Communications between Meridian and Ridgepoint — its 55% equity owner — likely contain candid, contemporaneous assessments of Meridian's schedule delays, quality deficiencies, and operational challenges on the Northgate project. Meridian's milestones were delayed by 22 to 134-plus days. NFA issued 287 non-conformance reports, 43 of which were critical. Communications with a majority equity investor about these performance problems would naturally include candid assessments that Meridian may now wish to dispute or minimize in litigation. NFA is entitled to these communications to test the credibility of Meridian's current litigation position.
Meridian's financial condition and ability to perform. The withheld documents are relevant to NFA's defense that termination was justified, in part, by Meridian's inability to complete the work. Following termination, Meridian's backlog dropped from approximately $1.4 billion to approximately $770 million. Communications with Ridgepoint about Meridian's financial condition, its ability to fund ongoing operations, and the impact of the Northgate termination on the business are directly relevant to NFA's defenses and counterclaims.
Ridgepoint's influence on litigation decisions. Ridgepoint is funding Meridian's approximately $12 million litigation war chest. The extent to which Ridgepoint — as the entity providing the capital to pursue this litigation — is effectively directing or controlling the litigation strategy is relevant on multiple levels. If Ridgepoint is making or substantially influencing key litigation decisions, this fact further undermines any claim of common legal interest (because it reveals that the communications are about investment management, not shared legal strategy) and is independently relevant to the credibility and motivations of Meridian's litigation positions.
Settlement posture and damages mitigation. Communications between Meridian and Ridgepoint about settlement parameters, Meridian's actual damages assessment, and the financial terms under which Meridian would be willing to resolve the dispute are relevant to NFA's mitigation defense and to testing the credibility of Meridian's $200 million damages claim. If Meridian's internal assessment of its damages — as communicated to the entity funding the litigation — diverges materially from the $200 million figure asserted in the Complaint, NFA is entitled discover that discrepancy.
The pretext theory. Meridian's central claim is that NFA's termination was pretextual — i.e., that NFA terminated the MCA not because of genuine performance failures but for improper business reasons. NFA has denied this allegation and has marshaled extensive evidence of Meridian's material breaches. Conversely, communications between Meridian and Ridgepoint may reveal that this lawsuit itself is motivated not by legitimate contractual claims but by Ridgepoint's desire to recoup its $285 million equity investment in Meridian, which the termination of the MCA significantly impaired. Such evidence would be directly relevant to the credibility of Meridian's claims and the motivations behind this litigation.
B. Prejudice to Defendant from Non-Disclosure. NFA has approached its own discovery obligations in good faith, producing approximately 1.4 million documents — comprising approximately 3.2 terabytes of data — from 10 custodians. The withholding of 187 potentially critical documents by Meridian creates an unjustifiable asymmetry in the discovery process. NFA is entitled discover the same type of candid, contemporaneous communications from Meridian that NFA has produced from its own files.
NFA is also entitled to test the credibility of Meridian's key witnesses — including Victor Sandoval, Bridget Yeung, and Derek Obrecht — using communications that reveal their contemporaneous assessments of the Northgate project as shared with Meridian's majority equity owner. Cross-examination is meaningfully impaired when the examining party is denied access to prior statements and assessments that may contradict the witness's testimony at trial.
As trial approaches — the six-week trial window is reserved for November 2025 — continued delay in resolving this dispute prejudices NFA's ability to prepare its defense and prosecute its counterclaims. Expert reports are due March 31, 2025, and NFA's experts must have access to the full universe of relevant documents, including the 187 withheld documents, to render complete and reliable opinions. Every day of continued delay narrows the window in which NFA can integrate these documents into its case preparation.
CONCLUSION
For the foregoing reasons, Defendant Northgate Fiber Americas Inc. respectfully requests that the Court enter an order:
1. Compelling Plaintiff Meridian Infrastructure Partners LLC to produce all 187 documents improperly withheld under the common interest privilege, as the privilege does not apply to communications between Meridian and its financial investor, Ridgepoint Capital Group LP;
2. In the alternative, directing Meridian to produce the approximately 112 documents that do not involve any attorney on the communication, and ordering in camera review of the remaining approximately 75 documents to determine privilege applicability;
3. Awarding NFA its reasonable costs and attorneys' fees incurred in connection with this cross-motion; and
4. Granting such other and further relief as the Court deems just and proper.
Dated: New York, New York December 6, 2024
CALDERWOOD & HARKNESS LLP
By: ________
Linda Osei Responsible Partner
Jeffrey Park Lead Associate
425 Park Avenue, 33rd Floor New York, NY 10022 Telephone: (212) 558-4000
Attorneys for Defendant Northgate Fiber Americas Inc.
C&H Matter No. 1022-00005
CERTIFICATION OF WORD COUNT / COMPLIANCE
I, Jeffrey Park, an attorney at Calderwood & Harkness LLP, hereby certify that this Memorandum of Law complies with the word count limitations set forth in the Commercial Division Rules, N.Y. Commercial Division Rules § 202.70, Rule 17. Exclusive of the caption, table of contents, table of authorities, signature block, and certificates, this memorandum contains 7,853 words, as measured by the word processing system used to prepare the document.
________________________________________
Jeffrey Park Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, NY 10022
Dated: December 6, 2024
CERTIFICATE OF SERVICE
I, Jeffrey Park, an attorney at Calderwood & Harkness LLP, hereby certify that on December 6, 2024, a true and correct copy of the foregoing Defendant Northgate Fiber Americas Inc.'s Memorandum of Law in Support of Its Cross-Motion for Protective Order Compelling Production of Documents Withheld by Plaintiff Under Claimed Common Interest Privilege, or in the Alternative, for In Camera Review, together with all exhibits and supporting papers, was served upon the following counsel of record:
Thomas Deluca, Esq. Miriam Vasquez, Esq. Hargrove, Deluca & Stein LLP 51 West 52nd Street, 40th Floor New York, NY 10019 Counsel for Plaintiff Meridian Infrastructure Partners LLC
Service was made via the New York State Courts Electronic Filing System ("NYSCEF") and by electronic mail to the email addresses of record for the above-named counsel.
________________________________________
Jeffrey Park Calderwood & Harkness LLP 425 Park Avenue, 33rd Floor New York, NY 10022
Dated: December 6, 2024
Case | Page(s)
Northpoint Casualty Group Cas. & Surety Co. v. Certain Underwriters at Lloyd's London, 176 Misc. 2d 605 (Sup. Ct., N.Y. County 1998) | 12, 16
Allied Irish Banks, P.L.C. v. Bank of Am., N.A., 240 F.R.D. 96 (S.D.N.Y. 2007) | 13, 15, 17
Larkspur Holdings, 27 N.Y.3d 616 (2016) | 10, 11, 12, 14, 18
Egiazaryan v. Zalmayev, 290 F.R.D. 421 (S.D.N.Y. 2013) | 13, 14, 16
Hyatt v. State, 23 N.Y.3d 228 (2014) | 11
In re Grand Jury Subpoenas Dated March 24, 2003, 265 F. Supp. 2d 321 (S.D.N.Y. 2003) | 11, 12
Schaeffler v. United States, 806 F.3d 34 (2d Cir. 2015) | 13, 14, 15
Spectrum Sys. Int'l Corp. v. Granite Harbor Securities, 78 N.Y.2d 371 (1991) | 10, 11, 19
Statute / Rule | Page(s)
CPLR § 3101(a) | 10, 20, 21
CPLR § 3101(b) | 10, 11
CPLR § 3103(a) | 19, 20
N.Y. Commercial Division Rules § 202.70, Rule 11-b | 8

SUPREME COURT OF THE STATE OF NEW YORK COUNTY OF NEW YORK: COMMERCIAL DIVISION

MERIDIAN INFRASTRUCTURE PARTNERS LLC,

NORTHGATE FIBER AMERICAS INC.,

TABLE OF CONTENTS

TABLE OF AUTHORITIES

PRELIMINARY STATEMENT

STATEMENT OF FACTS

ARGUMENT

POINT II: IN THE ALTERNATIVE, THE COURT SHOULD CONDUCT IN CAMERA REVIEW

POINT III: THE WITHHELD DOCUMENTS ARE HIGHLY RELEVANT TO CORE ISSUES IN THIS CASE

CONCLUSION

CALDERWOOD & HARKNESS LLP

CERTIFICATION OF WORD COUNT / COMPLIANCE

CERTIFICATE OF SERVICE

Record

Parties

Dates

Amounts