**Bottom line:** The dispositive missing fact is the **actual date Quarry Ridge received the December 20, 2022 forensic report**. For the professional-negligence claim, the pivot is **January 2, 2023**: receipt before that date makes the May 2, 2025 complaint untimely; receipt on or after that date makes it timely. Fathom should **not move for judgment on limitations now**. It should first seek targeted discovery on the report’s delivery/receipt date. The contract claim is timely, and the fraud claim is not dismissible on limitations on the present record. --- ## 1. September 14, 2022 email The email does **not** start the professional-negligence discovery period. It says: > “This may be our import setup or Fathom's mapping. We do not yet know whether records are actually gone.” That is an **unsupported suspicion** of a problem. It expressly identifies an alternative cause—Quarry Ridge’s own import setup—and disclaims knowledge that records are actually lost. Under the supplied standard, this is insufficient because Quarry Ridge lacked facts connecting an actual injury to Fathom’s work. It is not a reliable technical report, and it does not establish Fathom caused the loss. --- ## 2. Discovery range from Exhibits 2 and 3 - **Earliest possible receipt/discovery date:** **December 20, 2022** — the date on the forensic report. The report could not have been received before it existed, but the date alone does not prove delivery that day. - **Latest date supported by the record:** **January 10, 2023** — the board minutes show Quarry Ridge had reviewed the report by then. So the supported professional-negligence discovery range is: > **December 20, 2022 – January 10, 2023** --- ## 3. Professional-negligence deadlines and effect of the tolling agreement The tolling agreement suspended unexpired periods for **120 days** beginning November 1, 2024. Both possible ordinary deadlines below were still unexpired on November 1, 2024, so the tolling agreement applies to both. | Report received | Ordinary 2-year deadline | After 120-day tolling | May 2, 2025 filing | |---|---:|---:|---:| | Dec. 20, 2022 | Dec. 20, 2024 | **Apr. 19, 2025** | Untimely | | Jan. 10, 2023 | Jan. 10, 2025 | **May 10, 2025** | Timely | So the **tolled deadline range** is approximately: > **April 19, 2025 – May 10, 2025** The May 2, 2025 complaint is within that range only if the true receipt date is late enough. --- ## 4. Exact pivot date: January 2, 2023 For the May 2, 2025 filing to be timely after 120 days of tolling, the original two-year deadline had to be **January 2, 2025 or later**. Why: > January 2, 2025 + 120 days = May 2, 2025 That corresponds to a discovery/receipt date of: > **January 2, 2023** So: - Report received **on or before January 1, 2023** → adjusted professional-negligence deadline is May 1, 2025 or earlier → **untimely**. - Report received **on or after January 2, 2023** → adjusted deadline is May 2, 2025 or later → **timely**. --- ## 5. Contract claim The migration breach allegedly occurred on **August 15, 2021**. The contract limitations period is **four years after breach**, regardless of discovery. > Deadline: **August 15, 2025** The complaint was filed **May 2, 2025**, before that deadline. The 120-day tolling agreement extends the contract deadline to approximately **December 13, 2025**. The contract claim is **timely**. --- ## 6. Fraud claim The September 14, 2022 email also does not start the fraud claim. Quarry Ridge had a mismatch and uncertainty, but not facts indicating Fathom’s assurance was false rather than a possible error. The forensic report is the earliest point where Quarry Ridge had facts of **permanent data loss caused by Fathom**, contrary to Fathom’s “temporary” assurance. Even treating the report as the fraud-discovery date, the three-year fraud period would not expire until **December 2025 or January 2026**, plus 120 days of tolling. The May 2, 2025 filing is comfortably timely. On the present record, the fraud claim is **not clearly time-barred**. --- ## 7. Missing evidence to demand Fathom must demand the **exact date the December 20, 2022 forensic report was delivered to or received by Quarry Ridge**. Specifically: 1. The forensic accountant’s **transmittal email**, including date/time and recipients. 2. **Portal-access metadata** or download logs showing when Quarry Ridge accessed the report. 3. Any **delivery receipt, read receipt, cover letter, or received stamp**. 4. Any **board packet email or attachment** distributing the report before the January 10, 2023 board meeting. 5. A **Rule 30(b)(6) witness** from Quarry Ridge and/or the forensic accountant to pin down the date and method of delivery. Counsel’s statement that delivery occurred “after the holidays” is **not enough**—the exact date is needed because January 2, 2023 is the line. --- ## 8. Recommendation Fathom should **not move for judgment on limitations now**. Fathom has the initial burden to show apparent untimeliness, but it cannot do so without proving when Quarry Ridge received the report. The January 10, 2023 board minutes create a genuine path to a timely professional-negligence claim. Fathom should instead: 1. **Preserve limitations defenses** in its answer. 2. **Serve targeted discovery** on the report’s delivery/receipt date. 3. If the evidence proves receipt **before January 2, 2023**, then move for judgment on the professional-negligence claim. 4. If the evidence shows receipt **on or after January 2, 2023**, do not move on professional-negligence limitations; the contract and fraud claims are also not viable targets for a limitations motion.