We need answer user. Need solve. Need think thoroughly. We need parse question. Need analyze limitations with supplied rules and exhibits. Need deadline range, missing fact. Need exact report-delivery date at which May 2, 2025 complaint changes from untimely to timely. Need timeliness contract, fraud. Need recommend. Need understand facts: - Professional negligence claim: file within 2 years after claimant discovered or through reasonable diligence should have discovered both actual injury and factual connection to defendant's work. Discovery requires actual injury + factual connection; not final quantification/legal theory; mere unsupported suspicion insufficient. Reliable technical report identifying data loss and attributing to defendant ordinarily starts discovery when claimant receives report. - Contract claim: 4 years after breach, regardless later discovery. Breach Aug 15, 2021. Deadline Aug 15, 2025 absent tolling? Actually four years after breach = Aug 15 2025. May 2 2025 before deadline even without tolling? Wait if filed May 2, 2025 and breach Aug 15, 2021, less than 4 years (3 years 8.5 months). So contract timely. Need consider tolling unexpired? contract deadline not expired by Nov 1 2024? No, deadline Aug 15 2025, unexpired, suspended 120 days extends to Dec 13 2025? Original plus 120 = Dec 13, 2025 (Aug 15 + 120 days). Actually non-leap? From Aug 15, 2025 +120 = Dec 13, 2025? Aug has 16 remaining to Aug31 + Sep30 + Oct31 + Nov30 =107 days through Nov30? Let's calculate later. But May 2 is before original deadline, no need tolling. Contract timely regardless. Need note. - Fraud claim: 3 years after discovery of facts constituting fraud. Knowledge of contradictory system results and defendant's contrary assurance may trigger inquiry, but claimant must possess facts indicating falsity rather than mere error. Need evaluate on present record. Complaint says Fathom repeatedly said mismatch temporary until forensic report established permanent loss. When did discover facts constituting fraud? Need likely not enough to determine? Need analyze under facts: The Sept 14 email: "old and new receivable totals do not match. This may be our import setup or Fathom's mapping. We do not yet know whether records actually gone." That's unsupported suspicion? It has actual mismatch? Is mismatch actual injury? Maybe "receivable totals don't match" perhaps not known whether records gone. The standard says discovery requires actual injury and factual connection. Mismatch in totals could be actual injury? But "we do not yet know whether records actually gone"; may be error, not necessarily injury? Need determine if Sept 14 email starts professional negligence claim. Under supplied standard and Exhibits? It states "This may be our import setup or Fathom's mapping. We do not yet know whether records are actually gone." It includes actual injury? "old and new receivable totals do not match" maybe an actual discrepancy but not known actual injury; and no factual connection to Fathom, because alternatives include own import setup. Mere unsupported suspicion of a problem, without facts connecting actual injury to defendant, insufficient. So no, not start. Exhibit 2 technical report dated Dec 20, 2022. It concluded data loss and attributed to Fathom. "A reliable technical report identifying data loss and attributing it to defendant ordinarily starts discovery period when claimant receives report." Need know receipt date. Report copy produced no transmittal email, download log, received stamp. Board minutes Jan 10, 2023 reviewed forensic report attributing overwrite to Fathom and authorized claim. Need earliest and latest discovery dates supported by Exhibits 2 and 3. Need parse "earliest and latest discovery dates supported by Exhibits 2 and 3." It might be Dec 20, 2022 (report date) as earliest if received same day? But "copy contains no transmittal email, download log, or received stamp"; report dated Dec 20. Do we assume report completed/dated Dec 20; maybe delivery maybe that date? Rule says starts when claimant receives report. Exhibit 3 minutes Jan 10, 2023 board reviewed report. This shows by Jan 10, 2023 received. Could have been received between Dec 20 and Jan 10. Need derive range: earliest possible receipt date Dec 20, 2022 (if delivered on date of report); latest date supported by minutes Jan 10, 2023? Or maybe because minutes say board reviewed report, so by Jan 10. But "copy produced contains no transmittal email, download log, or received stamp" means exact receipt unknown. The "delivery occurred after holidays" per counsel but no date. Need maybe earliest Dec 20, 2022? Wait "after the holidays" in statement is from Quarry Ridge's counsel. The prompt says "Fathom's production contains report body but not forensic accountant's delivery email or portal-access metadata. Quarry Ridge's counsel states that delivery occurred 'after the holidays,' but has not supplied a date." That is important. If delivery occurred after the holidays, earliest receipt not Dec 20? What are "holidays"? Could mean after Christmas/New Year? But not date. Need identify exact report-delivery date at which May 2 complaint changes from untimely to timely. Need compute deadline. The professional-negligence deadline at both ends: If discovery date Dec 20, 2022, 2 years later Dec 20, 2024. Tolling? Need effect. Tolling agreement: every limitations period still unexpired on Nov 1, 2024 suspended for 120 calendar days. Agreement expired Feb 28, 2025 and expressly did not revive expired claims. If professional-negligence claim accrued/discovered Dec 20, 2022, ordinary deadline Dec 20, 2024. It was unexpired on Nov 1, 2024? Yes, deadline Dec 20, 2024 after Nov 1. 120-day suspension begins Nov 1? Need carefully compute. Agreement "every limitations period still unexpired on November 1, 2024 would be suspended for 120 calendar days. The agreement expired February 28, 2025" Wait if suspension for 120 calendar days starting Nov 1, 2024 ends Feb 28, 2025? Let's count: Nov 1 to Feb 28? Nov has 30, Dec 31, Jan 31, Feb 28 = 120? Nov 1 through Feb 28? Let's calculate inclusive/exclusive. Nov 1 to Nov 30 = 30 days? If 120 calendar days from Nov 1, 120th day = Feb 28? Nov (30) + Dec (31) + Jan (31) =92; need 28 more => Feb 28, 2025. So agreement expired Feb 28, 2025. It suspended for 120 days. If ordinary deadline Dec 20, 2024 already before expiration, then deadline is extended 120 days from Dec 20? Or deadline remains during suspension? Rule 6 says tolling suspends unexpired limitations period for exact number of calendar days stated. Rule 7: When days are added under tolling agreement, the adjusted deadline is original deadline plus suspended days. Filing on adjusted deadline timely. So if deadline Dec 20, 2024 (original), adding 120 calendar days: Dec 20 2024 + 120 = Apr 19, 2025? Need calculate. If ordinary deadline Dec 20, 2024, suspension for 120 days added after deadline. Because original deadline plus suspended days. So adjusted deadline Apr 19, 2025? Let's compute. Dec 20 + 120 days: Dec 21-31 =11 days, Jan31=42, Feb28=70? Wait from Dec 21 to Dec31 inclusive 11; Dec20 + 11 = Dec31. Add Jan31 = Feb 1? Let's calculate accurately. Use date arithmetic. Need compute deadlines precisely. Need exact report-delivery date at which May 2, 2025 complaint changes from untimely to timely. We can think backwards from complaint date May 2, 2025 with tolling extension. Need find latest discovery date? For professional negligence, original 2-year deadline = discovery date + 2 years. If unexpired on Nov 1, 2024, add 120 days. Complaint filed May 2, 2025. Adjusted deadline = original deadline + 120 days. Timely if May 2 <= original deadline + 120, i.e. original deadline >= May 2 -120. Need compute threshold original deadline. If original deadline must be on or after? Rule: filing on adjusted deadline timely. Need if original deadline + 120 = May 2 exactly timely. So original deadline = May 2 - 120 days = Jan 2, 2025? Let's calculate. May 2 minus 120 days. 2025 not leap. May 2 - 31 days = Apr 1 (from Apr2 to May2? Wait subtract days: May2 - 120. Let's compute with Feb etc. May 2 day-of-year? Jan31+Feb28=59+Mar31=90+Apr30=120+May2=122. Day 122 - 120 = day 2? Day 2 = Jan 2. Yes original deadline Jan 2, 2025. So if original 2-year deadline is Jan 2, 2025 or later, May 2 timely after 120-day extension. If original deadline Jan 1, 2025, adjusted deadline May 1, 2025, complaint May 2 untimely. Thus threshold original deadline = Jan 2, 2025. Original deadline = discovery date + 2 years. So threshold discovery date: if deadline Jan 2, 2025, discovery date Jan 2, 2023. Need careful leap year? The 2-year from Dec 20, 2022 is Dec 20, 2024 (not leap?). From Jan 2, 2023 + 2 years = Jan 2, 2025. Yes. If discovery date Jan 3, 2023, original deadline Jan 3, 2025, adjusted May 2? Jan3+120 = May3? Wait Jan3 plus 120 => May3? Let's calculate: Jan3 +120: Jan remaining after Jan3? Jan 4-31 28 days, Feb28=56, Mar31=87, Apr30=117, May3 =120. Thus adjusted May3. Complaint May2 before deadline, timely. If discovery Dec 20, 2022, original Dec20 +120 = Apr19? Need compute. Dec20+120: Dec21-31 11, Jan31=42, Feb28=70, Mar31=101, Apr19=120. Yes adjusted Apr19. May2 untimely. So if discovery report received Dec 20 2022, professional negligence claim untimely (assuming no other delayed discovery). If received Jan3, 2023? original Jan3, 2025 adjusted May3, timely. But wait if delivery occurred "after holidays," likely Jan 3? But not enough. But prompt asks "exact report-delivery date at which the May 2, 2025 complaint changes from untimely to timely." Need compute "January 3, 2023" perhaps? Let's examine threshold: Need original deadline no earlier than Jan 2, 2025? Wait complaint May 2, 2025; after +120 extension, last day May 2 if original deadline Jan 2, 2025. Thus if original deadline Jan 2, 2025, filing May 2 is timely. Original deadline Jan 2, 2025 corresponds report receipt Jan 2, 2023. So maybe threshold receipt date is Jan 2, 2023. If report delivered on Jan 2, 2023, adjusted deadline May 2, 2025, timely. If delivered Dec 20, 2022, adjusted deadline Apr 19, 2025, untimely. If delivered Jan 1, 2023? original Jan1, 2025 (New Year) + 120 = May1, 2025, filing May2 untimely. So deadline receipt date is Jan 2, 2023? Need check Jan 2, 2023 original two-year: Jan 2, 2025 plus 120 days to May 2, 2025? Let's compute carefully: Jan 2, 2025 is day 2. Add 120 days -> May 2? From Jan 2 to Feb 2 =31, Mar2=59, Apr2=90, May2=120. Yes exactly. If original "deadline" Dec 20, 2024 + 120 = Apr 19, 2025. If receipt Dec 21, 2022 original Dec21, 2024 +120 = Apr20? Let's test: Dec21 +120 = Apr20? Dec22-31 10, Jan31=41, Feb28=69, Mar31=100, Apr20=120. yes. Dec22 -> Apr21, ..., Jan2 -> May2. So receipt Jan2, 2023 adjusted deadline May2. Thus exact report-delivery date at which complaint changes from untimely to timely is January 2, 2023. But is date after holidays? Jan2 2023 is Monday? Need note Jan 2, 2023 is observed New Year's holiday? Actually Jan 1, 2023 Sunday, observed holiday Monday Jan 2, 2023. Was Jan 2 a holiday? Federal holidays? Courts? It may be holiday (New Year's Day observed). But deadline rule? Here no mention. Need not. Need calculate "earliest and latest discovery dates supported by Exhibits 2 and 3." If report dated Dec 20, 2022; minutes Jan 10, 2023. But if counsel says delivery after holidays, earliest supported might be after holidays. But exhibits: Exhibit 2 report dated Dec 20, 2022, no delivery. Exhibit 3 Jan 10 board minutes show review. The prompt says "Fathom's production contains the report body but not the forensic accountant's delivery email or portal-access metadata. Quarry Ridge's counsel states that delivery occurred 'after the holidays,' but has not supplied a date." This is outside exhibits? It asks "earliest and latest discovery dates supported by Exhibits 2 and 3." Perhaps "supported" by Exhibits 2 and 3 = Dec 20, 2022 (date report) and Jan 10, 2023 (minutes). The "after holidays" could narrow? Need integrate. Need analyze the professional negligence at both ends: - Earliest discovery date: Dec 20, 2022? Is it supported? The report is dated Dec 20; "when claimant receives report" not "date of report." Without transmittal evidence, can a date on report support receipt same day? Usually a report date may create inference? Need discuss. But prompt asks "earliest and latest discovery dates supported by Exhibits 2 and 3" maybe they expect "earliest Dec. 20, 2022 (report date) and latest Jan. 10, 2023 (board reviewed)." Need maybe if delivery after holidays, earliest Jan 2? Let's read exactly: "**Exhibit 2, technical report dated December 20, 2022** ... The copy produced in discovery contains no transmittal email, download log, or received stamp." "**Exhibit 3, January 10, 2023 board minutes** ... reviewed the forensic report..." Then later "Fathom's production contains the report body but not the forensic accountant's delivery email or portal-access metadata. Quarry Ridge's counsel states that delivery occurred “after the holidays,” but has not supplied a date." Question: "Analyze: * Whether the September 14 email starts discovery under the supplied standard. * The earliest and latest discovery dates supported by Exhibits 2 and 3. * The two-year professional-negligence deadline at both ends of that range. * The effect of the 120-day tolling agreement and whether it began before either possible deadline expired. * The exact report-delivery date at which the May 2, 2025 complaint changes from untimely to timely. * Timeliness of the contract claim from the August 15, 2021 breach. * Timeliness of the fraud claim on the present record. * The specific missing evidence to demand. * Whether Fathom should move now, seek targeted discovery, or take another concrete course." Need produce a coherent answer likely: no, Sept email not enough; discovery range Dec 20, 2022 to Jan 10, 2023; deadlines? Need compute with tolling. Need include possible deadlines at both ends: If discovery Dec 20, 2022: ordinary deadline Dec 20, 2024, extended 120 days to Apr 19, 2025. May 2, 2025 untimely. If discovery Jan 10, 2023: ordinary deadline Jan 10, 2025, extended 120 days to May 10, 2025. May 2 timely. Need because ordinary deadline Jan 10, 2025 unexpired on Nov 1, 2024; 120 days extension to May 10, 2025. Let's compute Jan 10, 2025 +120 = May 10? Jan 10 +120 = May 10 (Jan 11-31 21, Feb28=49, Mar31=80, Apr30=110, May10=120). Yes. Need "whether it began before either possible deadline expired." The tolling agreement began Nov 1, 2024. For both Dec 20, 2024 and Jan 10, 2025, unexpired as of Nov 1, 2024; so tolling applies to both and extends both by 120 days. But note if discovery Dec 20 2022, ordinary deadline Dec 20 2024, after Nov 1; so not expired when tolling began. However, under rule 6 says tolling agreement suspends unexpired period for exact number of days, does not revive expired. Since ordinary deadline Dec 20 2024 unexpired at Nov 1, agreement applies; but after tolling begins, the deadline doesn't run during suspension? Actually if deadline Dec 20, 2024, and tolling from Nov 1 to Feb 28, 2025 (120 days), original deadline would have occurred during suspension. Rule 7 says adjusted deadline original + 120 days (Apr 19). So yes. Need identify if there is any issue: "whether it began before either possible deadline expired" means because one possible ordinary deadline Dec 20, 2024 and the other Jan 10, 2025; both after Nov 1, 2024. Therefore it began before both possible deadlines expired. But if discovery date could be earlier than Sep 14? No, earliest Sept email but no. If deadline before Nov 1? Not at range. Need mention if actual discovery were earlier causing deadline before Nov 1, tolling wouldn't revive; not here. Need exact report-delivery date at which May 2 complaint changes from untimely to timely: January 2, 2023. Need explain: receipt on Jan 2, 2023 -> original deadline Jan 2, 2025; +120 = May 2, 2025. Receipt on Jan 1, 2023 or earlier -> adjusted deadline before May 2? Let's check Jan1 original Jan1,2025 +120 = May1, 2025; filing May2 untimely. Receipt Jan2 = May2 timely. But what about receipt Jan1 but original deadline Jan1, 2025; deadline maybe Monday? If Jan1, 2025 is holiday, court deadline might next business day? Not in rules. Ignore. Need maybe "on or after Jan. 2, 2023" but "exact date at which changes" is Jan. 2. But wait if report delivered Dec 31, 2022 and ordinary deadline Dec 31, 2024 +120 = Apr30, 2025? May2 untimely. So yes. Need "specific missing evidence to demand": delivery email/portal-access metadata proving when Quarry Ridge received the Dec 20 report, particularly a date stamp, transmittal email, upload/download log, or cover letter; perhaps the forensic accountant's invoice or engagement records; board minutes (Exhibit 3) "reviewed" but doesn't state date report received, only by Jan 10. Need demand "report delivery date" because the line between untimely and timely is Jan 2, 2023. Missing evidence: forensic accountant's transmittal email, portal access/download log, physical or electronic delivery metadata, any cover email to board/controller; Quarry Ridge's counsel's "after the holidays" is not evidence; need exact date. Also if after holidays means after Jan 1? Then likely after Jan 2? Need not. Need evaluate contract claim: breach Aug 15, 2021, four years after breach regardless discovery. Original deadline Aug 15, 2025? Wait filing May 2, 2025 is before original deadline. But if tolling suspended unexpired period from Nov 1, 2024 to Feb 28, 2025, then deadline extends to Dec 13, 2025? Need calculate Aug 15, 2025 +120 = Dec 13, 2025. So contract claim definitely timely. Need mention even without tolling, May 2 2025 < Aug 15 2025, so timely; with tolling, more timely. Need maybe original deadline if not leap years? Four years after Aug 15, 2021 = Aug 15, 2025. Yes. Need timeliness of fraud claim. Need be nuanced. Fraud claim 3 years after discovery of facts constituting fraud. Need facts: complaint alleges Fathom repeatedly said mismatch was temporary until forensic report established permanent loss. The Sept 14 2022 email says totals don't match, may be import setup or mapping, don't know whether records actually gone. The forensic report says data loss permanent and attributed to Fathom, received by board Jan 10 (or earlier). Need determine when fraud discovered? Under rule 5: "Knowledge of contradictory system results and the defendant's contrary assurance may trigger inquiry, but the claimant must possess facts indicating falsity rather than mere error." Hmm this is specific: "Knowledge of contradictory system results and the defendant's contrary assurance may trigger inquiry, but the claimant must possess facts indicating falsity rather than mere error." Need decide if fraud claim timely based on present record. We need perhaps not enough facts to decide; missing date of receipt of forensic report and facts concerning when Fathom knew its assurance false vs mere error. Need analyze. Fraud claim must be filed within 3 years after discovery of facts constituting fraud. Complaint filed May 2, 2025. Tolling? If limitations period unexpired on Nov 1, 2024, extended 120 days. Need threshold discovery date: 3-year discovery period, same tolling. Complaint May 2, 2025. Without tolling, if fraud discovered on/after May 2, 2022? Actually if filed May 2, 2025, 3-year period ordinary deadline May 2, 2025 for discovery date May 2, 2022? Need with 120 tolling maybe threshold. If fraud was discovered when forensic report received in Dec 2022/Jan 2023, ordinary deadline Dec/Jan 2025/2026? Wait plus 3 years: Dec 20, 2025 or Jan 10, 2026. Then tolling extends to Apr 2026/May 2026? Complaint May 2 2025 would be timely. If fraud discovered at Sept 14, 2022? 3-year deadline Sept 14, 2025; plus 120 = Jan 12, 2026? Complaint timely. If fraud discovered on Aug 15 2021? 3-year +120 = Dec 13, 2024? Wait Aug 15 2021 + 3 years = Aug 15 2024; +120 = Dec 13, 2024; complaint May 2 2025 untimely. But fraud not discovered then. If discovered at May 2, 2022? original May 2, 2025, +120 = Aug 30, 2025; timely. Actually because 3-year period, even if fraud discovered May 2, 2022, ordinary deadline May 2, 2025; with tolling perhaps adjusted Aug 30, 2025. But if disclosure "repeatedly said mismatch temporary until forensic report established permanent loss" likely discovery of falsity at forensic report, not earlier. Need evaluate "Knowledge of contradictory system results and defendant's contrary assurance may trigger inquiry, but claimant must possess facts indicating falsity rather than mere error." In Sept 14 email, contradiction exists but no facts indicating Fathom's assurance was false rather than error; they didn't know if records gone. At forensic report, they learned permanent loss and Fathom caused it, which could indicate Fathom's prior assurance false (if Fathom knew/represented). But fraud requires facts constituting fraud: likely false representation, knowledge, intent. Report may not show Fathom knew it was false. Need maybe "present record" includes complaint's allegation that Fathom repeatedly said mismatch was temporary until report established permanent loss. That suggests discovery of falsity not until report. But need know when received (same missing date). If report received by Jan 10, 2023, 3-year ordinary Jan 10, 2026; complaint May 2, 2025, timely. But if the fraud claim accrued at the time of the alleged "repeated assurances" maybe when they received contradictory system results? Rule says knowledge of contradictory results and contrary assurance may trigger inquiry but must possess facts indicating falsity rather than mere error. The Sept 14 email expressly says don't know whether records actually gone; "may be import setup or Fathom's mapping" not facts indicating "Fathom knowingly misrepresented." The report attributes to Fathom, indicates permanent loss; but not necessarily "falsity" of assurances if Fathom may have believed. Need perhaps "fraud claim is likely timely on the current record if discovery of falsity was report receipt, because 3 years + tolling extends beyond May 2025; but the factual issue remains." But need decide "Timeliness of the fraud claim on the present record." Hmm. Could be that fraud claim is untimely as pleaded: Fathom repeatedly said mismatch was temporary; Quarry Ridge knew of mismatch on Sept 14, 2022. Under rule 5, "Knowledge of contradictory system results and defendant's contrary assurance may trigger inquiry, but claimant must possess facts indicating falsity rather than mere error." Did Sept 14's mismatch count as contradictory system results; Fathom's assurance temporary? Wait Exhibit 1 is finance email, not Fathom assurance. It says "This may be our import setup or Fathom's mapping. We do not yet know whether records actually gone." The complaint alleges Fathom repeatedly said mismatch temporary until forensic report. If Quarry Ridge knew system totals did not match Fathom's assurances, that triggers inquiry. But lacking facts indicating falsity vs mere error; the Sept email says don't know if records gone. The report establishes permanent loss and causation, but not necessarily that Fathom knew. "Fraud" claim perhaps based on Fathom's repeated assurances that mismatch temporary, knowing it was permanent? Need facts indicating falsity: the forensic report "attributing overwrite to Fathom" plus prior contrary assurance? The report itself indicates "Fathom's migration map caused loss"; if Fathom had assured it was temporary, that is a factual contradiction? Need enough "facts constituting fraud" includes a false representation of material fact, knowledge/scienter, reliance, damages. The report doesn't establish Fathom knew. Thus delayed discovery of fraud may not be established. But under standard: "claimant must possess facts indicating falsity rather than mere error" maybe the forensic report indicating "Fathom's migration map caused loss" combined with Fathom's assurance "temporary" shows falsity of assurance. Need no knowledge of legal theory; actual facts. It may be enough to start 3-year clock at report receipt. Need determine timeliness of fraud claim at present record likely "cannot be resolved; the same missing date matters; assuming report received Jan 2023, fraud claim timely; if Quarry Ridge had sufficient contradictory facts earlier (e.g., Sept 2022), still within 3 years from Sept 2022 + tolling = Jan 2026? Wait 3 years from Sept 14, 2022 to Sept 14, 2025; +120 = Jan 12, 2026; filed May 2, 2025, timely. If fraud claim discovered at Aug 15, 2021? No. If there were facts indicating fraud at Sept 14 2022, still timely. So maybe fraud claim is timely regardless of missing delivery? Let's compute. Need determine if fraud claim could be untimely under any supported facts? Fraud "within three years after discovery of facts constituting fraud." If the facts constituting fraud were discovered on Aug 15, 2021? Original deadline Aug 15, 2024; +120 = Dec 13, 2024; complaint May 2, 2025 untimely. Are there facts supporting such early discovery? Complaint says breach occurred Aug 15, 2021 and Fathom repeatedly said mismatch temporary. But no evidence Quarry Ridge knew mismatch until Sept 14, 2022. Exhibit1: Sept 14 2022 finance email. So not earlier. If discovered at Sept 14, 2022, with tolling from Nov 1 2024? Wait original deadline Sept 14, 2025; tolling 120 adds to Jan 12, 2026. Complaint May 2, 2025 is before original deadline anyway; so timely. If discovery date between Aug 15 2021 and Jan 2 2022? Original deadline before May 2? Need threshold with tolling for fraud: complaint May 2 2025; 3-year +120. Need original deadline at least Jan 2, 2025? Wait for 3-year period +120, threshold original deadline Jan 2, 2025 same? Actually complaint date fixed; +120. Original deadline threshold = Jan 2, 2025. With 3-year period, discovery date threshold = Jan 2, 2022. If discovery of fraud on or after Jan 2, 2022, original deadline Jan 2, 2025 or later; adjusted May 2 or later; timely. Thus only if facts of fraud discovered before Jan 2, 2022 would fraud claim be untimely. But breach and assurances? The complaint doesn't say when assurances occurred; "repeatedly said ... until forensic report" maybe perhaps between 2021 and 2022. If Fathom said it from start, did Quarry Ridge know enough in 2021? No, not necessarily. Need maybe calculate exact threshold for fraud? If "complaint May 2 2025 and 120-day tolling": 3-year ordinary deadline must be Jan 2, 2025 or later -> discovery date Jan 2, 2022 or later. If actual discovery was May 2, 2022, deadline Aug 30, 2025? Wait hold up: If discovery date Jan 2, 2022, original deadline Jan 2, 2025, +120 = May 2, 2025. Yes. If discovery date Jan 1, 2022, original Jan1,2025 +120 = May1, untimely. So exact threshold for fraud discovery: Jan 2, 2022. Facts of fraud discovered before Jan 2, 2022? Unlikely? Need maybe not needed. If facts were discovered Sep 14, 2022, deadline Jan 12, 2026; timely. If report Dec 2022/Jan 2023, deadline 2026; timely. So fraud claim likely timely if any actual discovery occurred after Jan 2, 2022. But is there any possible untimeliness? Need consider no facts of "fraud" until May 2025? No. But the prompt's rule 5 has "Knowledge of contradictory system results and the defendant's contrary assurance may trigger inquiry, but the claimant must possess facts indicating falsity rather than mere error." It may be testing that Sept 14 email is not enough for professional negligence; but for fraud, maybe if Quarry Ridge had contradictory results and Fathom's assurance, that "may trigger inquiry" but not enough. Need say fraud claim not dead on present record because facts showing falsity arose with the Dec 2022/Jan 2023 forensic report, likely before 2025 and thus timely; but exact date of report delivery also controls if court dates fraud discovery to report. However if the court finds Quarry Ridge had sufficient facts of falsity before Jan 2, 2022 (e.g., by the time of the breach or early assurances) then untimely. But facts don't currently show that. Need mention "the complaint's allegations place discovery of falsity no earlier than report; therefore on the present record the fraud claim appears timely, subject to same missing delivery date." But maybe "knowledge of contradictory system results and defendant's contrary assurance may trigger inquiry" in rule 5 is about fraud: once they knew contradictory results and assurance, they may be on inquiry notice; but "must possess facts indicating falsity rather than mere error." On Sept 14 email: old/new receivable totals do not match; not enough to know if records gone; but if Fathom had said "temporary", mismatch alone is consistent with error and "we do not yet know whether records actually gone." Thus no fraud discovery. The report with causation/overwrite identifies actual injury and Fathom's work; for fraud, it shows "permanent loss" contrary to Fathom's assurance if the assurance concerned permanence. But still "fraud" requires false statement, not just error; the report doesn't show knowledge. Yet discovery standard for fraud may not require full proof; facts indicating falsity suffice. It has "Fathom's migration map caused loss" and Fathom said temporary; that indicates assurance was false. It might show "falsity rather than mere error" because if Fathom's mapping caused loss and migration map was under its control, prior assurance of "temporary" was false. Need maybe. Need be careful about professional negligence and fraud: The "migration breach occurred Aug 15, 2021" but discovery? Contract claim from Aug 15, 2021 regardless. Professional negligence claim may accrue on discovery, not act. If the claim arose from Aug 15, 2021 but no injury discovered until Dec 2022, deadline 2024/2025. Need. Need maybe discuss "actual injury" on Sept 14 email. The email says "old and new receivable totals do not match. This may be our import setup or Fathom's mapping. We do not yet know whether records are actually gone." Does mismatch in receivables totals itself constitute actual injury? It could be an actual discrepancy, perhaps actual injury if receivables records inaccurate? But they don't know if records gone. Under "Mere unsupported suspicion of a problem, without facts connecting actual injury to the defendant, is insufficient." On Sept 14, there is an actual problem/mismatch but no fact connecting to Fathom; indeed "may be our import setup or Fathom's mapping" creates ambiguity. Thus not enough because no factual connection. Need phrase: It does not start professional-negligence discovery because although it may show a discrepancy, it expressly disclaims knowledge that records are gone, and blames Fathom only as one possible cause. It lacks both certain actual injury? Actually "actual injury" could be mismatch, but no factual connection to Fathom. Also no reliable report. Need "earliest and latest discovery dates supported by Exhibits 2 and 3." Need decide whether exhibit 2's "dated December 20, 2022" itself supports earliest discovery date Dec 20, 2022. It "identifies data loss and attributes it to Fathom." A reliable technical report ordinarily starts discovery when claimant receives report. The report date is not receipt date. But for range, "Dec 20, 2022 (date of report, assuming delivery that day)" to "Jan 10, 2023 (minutes affirmatively show receipt/review by no later than that date)." Wait minutes "reviewed" means receipt by Jan 10. Need maybe "the report cannot have been received before it was dated, so the earliest possible receipt is Dec. 20, 2022; the latest possible receipt supported by the minutes is Jan. 10, 2023." But if counsel says "after the holidays," it might narrow to after Dec 25/Jan1, not in exhibits. But the prompt asks "exact report-delivery date" and "specific missing evidence"; we should mention counsel's statement is not enough. Let's examine if holidays phrase can set "earliest" after Dec 25? "After the holidays" generally after Christmas and New Year's? In Dec 2022, holidays include Dec 25 and Jan 1; after the holidays could be after Jan 1, 2023. If so a Jan 3 delivery would make professional negligence timely. But the question specifically asks "exact report-delivery date at which May 2 complaint changes from untimely to timely" = Jan 2, 2023. If counsel says delivery occurred after the holidays, if "after the holidays" means after New Year's Day, that tends to be Jan 2 or later (or Jan 3 if "after Jan 1"). Need maybe not overstate. The report was dated Dec 20, 2022, but delivery after holidays means not between Dec 20 and Dec 25? Need no exact. The exact threshold Jan 2 is important: if he can prove delivery on/after Jan 2, professional negligence claim is timely; if before Jan 2, untimely. The missing evidence is date of receipt, not just "after holidays." Need compute deadline at both ends with tolling: Earliest discovery Dec 20, 2022: - Ordinary 2-year deadline Dec 20, 2024. - Since unexpired Nov 1, 2024, tolling extends 120 days to Apr 19, 2025. - Complaint May 2, 2025 untimely by 13 days? Let's calculate Apr19 to May2 = 13 days (Apr20-30 11? Wait Apr19 to Apr30 =11? Apr20-30=11, May1-2=2 total 13). Yes 13 days late. Latest discovery Jan 10, 2023: - Ordinary 2-year deadline Jan 10, 2025. - +120 = May 10, 2025. - Complaint May 2 timely, 8 days before adjusted deadline. Need maybe if report delivery on Jan 2, 2023: - Ordinary deadline Jan 2, 2025, +120 = May 2, 2025, filing timely on adjusted deadline. If report delivered Jan 1 or earlier: - Adjusted deadline May 1 or earlier, complaint untimely. Need include "Jan 1, 2023" would be latest date producing untimeliness? Let's test report Dec 31, adjusted Apr30; report Jan 1 adjusted May1. So "delivery on Jan. 1, 2023 yields May 1, 2025 deadline; thus May 2 is one day late. Delivery Jan. 2, 2023 yields May 2, 2025 deadline; timely." But if Jan 1 is holiday, maybe no court; ignore. Need maybe "under the date-count rule, the pivot is receipt on Jan. 2, 2023." Wait if receipt on Jan 2, 2023, original deadline Jan 2, 2025, adjusted May 2. But what about if original deadline Jan 2, 2025 and 120-day suspension "The agreement expired Feb 28, 2025" maybe adding 120 days after original deadline? yes. Need maybe discuss "whether it began before either possible deadline expired." The agreement became effective Nov 1, 2024, before Dec 20, 2024 and Jan 10, 2025. But if there is a possible deadline at "latest discovery date" Jan 10, 2025, unexpired. So no revival problem for both. But note: For earliest discovery Dec20, 2022, ordinary deadline Dec20, 2024 is after Nov1, 2024 by 49 days; it expires during the tolling period; rule says original deadline plus suspended days. Need maybe "Even though the original deadline would fall during the tolling period, the agreement is effective as to it because it was unexpired when tolling began." Good. Need "whether Fathom should move now, seek targeted discovery, or take another concrete course." We need recommend. Since the exact report delivery date is dispositive, and Fathom bears initial burden to establish apparent untimeliness? Let's parse rule 8: "The defendant bears the initial burden to establish apparent untimeliness. The claimant bears the burden of proving delayed discovery or tolling once ordinary period appears to have expired." Fathom is defendant? Actually Fathom has been sued; defendant? Yes Fathom Data Services is defendant. It wants move for judgment on limitations. It bears initial burden to establish apparent untimeliness. On present record, complaint May 2, 2025; if report delivered Dec 20 2022, adjusted deadline Apr 19 2025 -> untimely. If report delivered by Jan 10 2023, adjusted deadline May 10 -> timely. So Fathom cannot establish apparent untimeliness if the facts show possible timely discovery (latest Jan10) and burden on claimant? Wait rule 8: defendant bears initial burden to establish apparent untimeliness. Here from complaint and exhibits, if a reasonable factfinder could find latest discovery Jan10, professional claim appears timely. Fathom may not meet initial burden. But if it can rely on report date as default and maybe missing delivery? Need no; the absence of transmittal means cannot prove date. Need seek targeted discovery to pin down delivery date before moving, because "specific missing evidence" is exact delivery date. If after targeted discovery, if delivery date is before Jan 2, 2023 (or Dec 20, 2022) Fathom can move for judgment; if on/after Jan 2, 2023, professional negligence claim timely (unless delayed discovery not needed). Therefore now is premature. Should not move now because the missing date is material and Fathom likely cannot meet initial burden; also moving could result in denial and maybe waiver? Need say "seek targeted discovery first." Need consider contract claim: Because deadline not until Aug 15, 2025 or later, any motion for judgment on contract limitations should not be brought; contract claim timely. But maybe Fathom can move for partial judgment? Need no. Need "specific missing evidence to demand": forensic accountant's transmittal email (sender/recipient/date/time), portal-access metadata/login/download logs, any cover letter or email from accountant to Quarry Ridge, delivery service records, maybe board packet distribution logs and minutes attachments, and if "after holidays" statement, a date in interrogatory responses or Rule 30(b)(6) testimony. Need include "delivery date of the report to Quarry Ridge." Not "report date." Need include "portal-access metadata" because prompt says absent. Maybe production of "forensic accountant's delivery email and portal-access metadata" exactly. Also ask for "the date and method by which report was delivered, and which Quarry Ridge personnel received it; any board packet email with the report; calendar invitations; electronic document metadata showing when report was created/exported/sent." Also perhaps "the forensic accountant's engagement letter/invoice maybe show when final report delivered; download logs from portal." Need be specific. Need "timeliness of fraud claim on present record" maybe perhaps "not a basis for dismissal now because facts show fraud discovery not earlier than Sept 14 2022 and likely Dec 2022/Jan 2023; 3-year deadline extends at least to 2026? Wait need check fraud deadline from Sept 14 2022: original deadline Sept 14, 2025, tolling extends 120 days to Jan 12, 2026, not "at least to 2026" yes. Thus May 2, 2025 before original even. But if rule says "within three years after discovery"; if discovery date report Dec20 2022, ordinary Dec20 2025, +120 Apr19 2026; May 2 2025 early. So fraud claim timely. Need maybe "assuming the facts constituting fraud were not discovered before Jan 2, 2022—which the present record supports." But need mention "fraud claim cannot be dismissed for untimeliness on this record." Is that consistent with question "Timeliness of the fraud claim on the present record." Maybe answer: "The pleaded fraud claim is either timely or at least not demonstrably untimely. The only factual scenario that would make it untimely requires discovery of fraud before Jan. 2, 2022, but no exhibit supports that; the September email shows unawareness in Sept 2022. Therefore Fathom should not challenge fraud limitations now." Let's verify threshold for fraud with tolling if discovery date Jan2, 2022 gives adjusted May2 2025. But if facts constituting fraud discovered Jan2, 2022, filing exactly on adjusted deadline May2, 2025? Need check: - 3 years from Jan2, 2022 = Jan2, 2025. - +120 days = May2, 2025. Yes. If discovery Jan1, 2022: 3-year ordinary Jan1,2025 +120 = May1, 2025. Untimely by one day. Could a fraud claim have been discovered on Jan1, 2022? Maybe the breach occurred Aug 15, 2021; if Fathom then stated "temporary" and no data matched? But no evidence. Need. Need maybe not calculate fraud threshold in answer unless needed, but could include in fraud section. Need also evaluate "professional-negligence claim must be filed within two years after discovery of actual injury and factual connection." Does "actual injury" require "probable collection loss quantified"? No, the report quantifying loss maybe. September email says receivables totals mismatch; may not be actual injury because not known records gone. Need maybe mention under standard "receivable totals do not match" is not final quantification but a mismatch could be injury? But "we do not yet know whether records are actually gone" undermines actual injury? Let's unpack: "Discovery does not require final quantification, certainty, or knowledge of a legal theory. Mere unsupported suspicion of a problem, without facts connecting actual injury to the defendant, is insufficient." This sentence: "Mere unsupported suspicion of a problem, without facts connecting actual injury to defendant, insufficient." It doesn't say suspicion alone insufficient; it says "unsupported suspicion of a problem" without facts connecting actual injury to defendant. But the email includes suspicion and lacks connection. It also lacks actual injury? It says old/new totals don't match; that is a problem, maybe injury (mismatch) but not confirmed records gone. Let's articulate: Even assuming the mismatch is actual injury, the email expressly treats Fathom as one possible cause and includes that Quarry Ridge does not know records are gone; it is the type of unsupported suspicion (or at least ambiguous discrepancy) that does not start the clock. It is not a reliable technical report. Need maybe think of "actual injury and factual connection" as two elements; Sept 14 email: - actual injury: old/new receivable totals do not match. Is that "actual injury"? The records totals not matching may be a concrete problem, but not yet known if records are actually gone. It might be "actual injury" if the data does not match, but the email says "may be our import setup or Fathom's mapping" no factual connection to Fathom. Since the standard says "both an actual injury and a factual connection"; maybe there is actual injury (mismatch) but no factual connection; so not enough anyway. - factual connection: not Fathom because two possible causes, and "do not yet know" records gone; no fact tying actual injury to Fathom's work. It may "suggest" Fathom's mapping as possibility but not enough; "mere unsupported suspicion of a problem without facts connecting actual injury" insufficient. Need maybe mention "the email is not a reliable technical report identifying data loss and attributing it to defendant; it is the opposite: it says not known." Thus no. Need "earliest and latest discovery dates supported by Exhibits 2 and 3": - Exhibit 2: report is dated Dec 20, 2022, but no transmittal. We need not infer receipt, but for analysis "at most, earliest possible date is Dec 20 because report could not be received before dated; not because date proves receipt." - Exhibit 3: minutes Jan 10, 2023 say board reviewed report and authorized claim. Thus actual receipt occurred by Jan 10, 2023. Since no delivery evidence, latest date supported by the minute is Jan 10, 2023 (if report delivered that day or earlier; board reviewed by that day). Wait "latest supported" perhaps "latest possible date" could be Jan10 because minutes prove receipt by that date. However, "supported" might mean "the latest discovery date established by the exhibits is Jan. 10; earliest possible Dec. 20." Need phrase "earliest possible / latest date by which receipt is shown." But counsel's statement "delivery occurred after the holidays" could mean report delivered after holidays but before Jan10? Actually holidays through Jan1; "after the holidays" can be after Jan1. If delivered after New Year's, earliest may be Jan2 or Jan3. Should we incorporate? The prompt says "Fathom's production contains report body but not forensic accountant's delivery email or portal-access metadata. Quarry Ridge's counsel states that delivery occurred 'after the holidays,' but has not supplied a date." This is in facts, not assignment maybe. We need mention: That unsworn statement is not evidence and is too vague. If "after the holidays" means after Jan. 1, then the professional claim likely is timely, but exact date still needed. Wait the threshold is Jan2; if delivered Jan3+ timely. So if counsel says after the holidays (assuming after Jan1) and before Jan10, all possible dates Jan2-Jan10? But "after the holidays" could mean after Dec 25? Hmm. Need maybe "exact report-delivery date at which the May 2, 2025 complaint changes from untimely to timely" maybe they expect "January 2, 2023." Let's ensure no off-by-one due to tolling 120-day "calendar days stated" and "deadline is original deadline plus suspended days." If original deadline Jan2 2025, plus 120 = May2 2025. But note "tolling agreement suspended every limitations period still unexpired on November 1, 2024 for 120 calendar days. The agreement expired Feb 28, 2025." If the original deadline Jan2, 2025 falls during suspension, the number of days suspended is 120, not maybe 120 days from Nov1 to Feb28. Adding 120 to original deadline yields exactly May2. If "suspends unexpired limitations period for exact number of calendar days stated" could alternatively mean if original deadline occurs during suspension, the deadline is extended by remaining days after suspension? Let's think. Rule 7 says "When days are added under a tolling agreement, the adjusted deadline is the original deadline plus the suspended days. Filing on the adjusted deadline is timely." So yes. Need maybe compute "ordinary deadline plus 120 days" for each: - Dec 20 2024 + 120 -> Apr 19 2025. Let's verify date arithmetic: 2024 is leap year, but starting Dec 20 2024, 120 days later in 2025 not leap. Dec 20 + 120: Dec 20 to Dec 31 = 11 days (21,22,23,24,25,26,27,28,29,30,31) -> Dec31. + Jan 31 = Feb1? Wait if add 31 days after Dec 31: Jan31? Let's do modular: Day-of-year Dec20 2024? 2024 leap: Jan31+Feb29+Mar31+Apr30+May31+Jun30+Jul31+Aug31+Sep30+Oct31+Nov30+Dec20 = 355? Day 355. Add 120 = day 475 in 2025? 2025 has 365; day 475 -365 = day 110. Day 110 of 2025 (non-leap): Jan31 (31), Feb28 (59), Mar31 (90), Apr19 (110). So Apr19. Good. - Jan10 2025 +120 = May10? Day of year Jan10 =10; +120 =130. Non-leap day 130: Jan31+Feb28=59 + Mar31=90 + Apr30=120 + May10=130. Yes. - Jan2 2025 day2 +120 = day122; non-leap day122 = May2? Jan31+Feb28=59+Mar31=90+Apr30=120+May2=122. Yes. - Dec21 2024 +120: day 356? 2024 leap Dec21 day356; +120 = day476 -> 111? 476-365=111 -> Apr20. Dec21 adjusted Apr20. Thus pivot Jan2? Let's set report date d; ordinary deadline d + 2 years. If d=2023 Jan1, original Jan1 2025 day1? Wait 2 years from Jan1 2023 to Jan1 2025; day1 +120 = day121 = May1? Non-leap day121 = May1? Jan31+Feb28=59+Mar31=90+Apr30=120, day121=May1. So adjusted May1; May2 untimely. If d=Jan2, adjusted May2. Correct. Need maybe mention "there is an off-by-one: delivery on Jan. 2, 2023 is the first timely date, not Jan. 3. The complaint is filed on the exact extended deadline if receipt Jan 2." Good. Need maybe analyze "whether the September 14 email starts discovery under supplied standard" for fraud too? It asks separately fraud. For fraud, maybe Sept 14 email also not enough, due to rule 5. Need mention under professional-negligence AND fraud. Need maybe discuss "contract claim tolling": Contract deadline from Aug 15, 2021. Four years = Aug 15, 2025. Tolling agreement applied because unexpired Nov 1, 2024; adjusted deadline = Aug 15, 2025 +120 = Dec 13, 2025? Let's compute exact: Aug 15 + 120. Day of year Aug15 non-leap? Jan31+Feb28=59+Mar31=90+Apr30=120+May31=151+Jun30=181+Jul31=212+Aug15=227. Add 120 =347. Day 347 non-leap: Dec? Day 334 Dec1? Let's compute Nov30? Day 334? Jan31 31, Feb28 59, Mar31 90, Apr30 120, May31 151, Jun30 181, Jul31 212, Aug31 243, Sep30 273, Oct31 304, Nov30 334, Dec13 347. Yes Dec13. So adjusted Dec13 2025. Filing May2 2025 is before original deadline, so timely. Need not rely on tolling. But maybe because tolling suspended unexpired period for 120 days, even if original deadline had not yet passed, the deadline extends. Need. Could the contract claim be barred by "contract claim must be filed within four years after breach, regardless later discovery" because breach Aug 15, 2021, complaint May 2, 2025 is 3 years, 8.5 months, so timely. No other issue. Need mention "unless statute of repose? Not provided." Need maybe "professional-negligence and contract claims: contract deadline later than professional? yes." "Fathom should not move for judgment on contract limitations." Need maybe "fraud claim" threshold and "present record": Rule: "A fraud claim must be filed within three years after discovery of facts constituting the alleged fraud. Knowledge of contradictory system results and the defendant's contrary assurance may trigger inquiry, but the claimant must possess facts indicating falsity rather than mere error." Let's parse "Knowledge of contradictory system results and the defendant's contrary assurance may trigger inquiry" perhaps specifically: Quarry Ridge knew old/new receivable totals didn't match (contradictory system results) and Fathom had assured it was temporary (defendant's contrary assurance). That knowledge "may trigger inquiry" but does not necessarily start fraud claim because need facts indicating falsity rather than mere error. The forensic report establishes permanent loss, but does it establish "facts indicating falsity" of the assurance? It shows Fathom's assurance was false (the data was not temporary but lost) and caused by Fathom's mapping. It doesn't necessarily show Fathom knew. But discovery standard for fraud is "facts constituting fraud" — a plaintiff need not know "legal theory" and perhaps not all evidence of scienter. Need maybe "the report provides facts indicating falsity (permanent loss, caused by Fathom's migration map) rather than mere error; whether Fathom made the statement with intent to deceive is a merits issue, not a limitations issue at this stage." Thus fraud claim is timely if report received after Jan 2, 2022; yes. But wait the complaint says "Fathom repeatedly said the mismatch was temporary until the forensic report established permanent loss." This phrase "until the forensic report established permanent loss" suggests Quarry Ridge did not know actual injury/permanence until report. For fraud, discovery of facts constituting fraud could be report receipt. Since report received Dec 2022/Jan 2023, 3-year deadline unexpired; plus tolling, timely. Need maybe "Because the report was received no earlier than Dec. 20, 2022 and no later than Jan. 10, 2023 (or at least after Jan. 1, 2023 according to counsel), the fraud 3-year deadline would fall in Dec. 2025/Jan. 2026, extended to 2026; so the May 2, 2025 complaint is timely." Wait if report received Dec20 2022, fraud deadline Dec20, 2025, +120 = Apr19, 2026. If report received Jan10 2023, deadline Jan10, 2026, +120 = May10, 2026. Complaint May2, 2025 timely. Yes. Need perhaps mention "if fraud claim based on Fathom's repeated assurances, facts may have been discovered when Quarry Ridge received the report, not when the email was sent; on the present record, no evidence of discovery before Jan. 2, 2022, so the fraud claim is not untimely." But maybe "on present record" maybe Fathom could challenge because complaint only conclusorily alleges fraud; but limitations analysis assumes facts. Need not. Need maybe "motion for judgment" under governing law: Fathom is defendant, bears initial burden. Should we discuss "apparent untimeliness" and burden? The assignment asks "Whether Fathom should move now, seek targeted discovery, or take another concrete course." Need answer: "Do not move now; seek targeted discovery before any limitations motion." Also "if after discovery Fathom establishes delivery before Jan 2, 2023, then move for judgment on professional-negligence count (and possibly if fraud facts discovered before Jan 2, 2022? no). If delivery on/after Jan 2, 2023, Fathom should not move on professional limitations; contract and fraud likely timely, so motion would fail. Alternative: file an answer with limitations affirmative defenses and pursue discovery." Need mention "Rule 8 burden" supports this: because claimant's evidence includes Jan 10 board minutes showing review, so Fathom cannot show apparent untimeliness. The absence of delivery email means no proof. Need maybe "motion would be premature because facts are in Quarry Ridge's control." Need perhaps "seek targeted discovery under Rule 26? Not specified, but concrete course: serve targeted requests for production and interrogatories, subpoena forensic accountant, and schedule Rule 30(b)(6) deposition of Quarry Ridge regarding receipt." Need maybe "The specific missing evidence to demand" could be "the date the report was actually received, not just the date of the report; the forensic accountant's delivery email, portal-access metadata, download log, received stamp, board packet distribution." Need maybe "a response to interrogatory identifying date, time, method, and person who received report; and production of any e-mail attaching or linking to the report from the forensic accountant to Quarry Ridge; any reply, read receipt, or calendar entry; the accountant's invoice showing when final deliverable transmitted." Good. Need maybe "Whether September 14 email starts discovery under supplied standard" as to professional negligence and fraud: - For professional negligence: no. - For fraud: Also likely no; it lacks "facts indicating falsity rather than mere error." It says "may be our import setup or Fathom's mapping. Do not yet know whether records actually gone." That is a suspected problem with alternative causes, no knowledge of false assurance. Fathom's contrary assurance? The Sept email doesn't mention Fathom's assurance. Complaint alleges Fathom repeatedly said mismatch temporary; if before Sept 14, the Sept email showing mismatch would be "contradictory system results" and Fathom's assurance contrary; "may trigger inquiry," but still no facts indicating falsity vs error. It says "we do not yet know." So no fraud discovery. Need perhaps "discovery date range" if report is "dated Dec 20, 2022" but "copy produced no transmittal"; maybe "the report cannot start discovery at its date unless received then; the date alone is not receipt proof." Need maybe "Exhibit 3 shows 'reviewed' by Jan 10, so a factfinder could find latest receipt Jan 10. However, if counsel's 'after holidays' statement is credited, the range likely narrows to Jan 2/3-Jan10, but it is not an exhibit and not evidence for summary judgment." Need mention "Quarry Ridge counsel's statement is not supplied date; it is not sufficient to meet burden after apparent deadline." But in the limitations analysis, if ordinary deadline appears expired? Let's see. Potential issue: If Fathom moves for judgment on limitations, defendant bears initial burden to establish apparent untimeliness. But "apparent untimeliness" perhaps from complaint: Complaint filed May 2, 2025. For professional negligence, if the date of "discovery" is report date Dec20 2022 and tolling gives Apr19 2025, complaint appears untimely. But the report copy has no delivery date; the complaint perhaps doesn't allege delivery date? Exhibit 3 shows Jan10 board; maybe Fathom could prove "the report existed Dec20, and board reviewed Jan10," but not receipt. The court might require defendant to show plaintiff received report early enough. Since "report ordinarily starts discovery when claimant receives report," Fathom must prove received. Without delivery evidence, burden not met. But if complaint itself? Let's read assignment: "Build the limitations analysis from five exhibits, calculate deadline range, and identify the one missing fact that must be obtained before Fathom decides whether to move for judgment on limitations." It seems they expect "missing fact = exact delivery date of forensic report." The exact date can be dispositive. Therefore don't move until obtain. Need maybe "calculate deadline range" includes "two-year professional-negligence deadline at both ends of that range" with tolling? Need answer maybe: - Earliest receipt Dec20, 2022: original deadline Dec20, 2024; extended to Apr19, 2025; complaint untimely. - Latest receipt Jan10, 2023: original deadline Jan10, 2025; extended May10, 2025; complaint timely. - "Pivot receipt date Jan2, 2023: deadline May2, 2025; complaint exactly timely." Need maybe "deadline range" maybe if ignore tolling? But asked effect tolling. Need include both ordinary and tolled deadlines. Maybe table. Need maybe "the effect of 120-day tolling agreement and whether it began before either possible deadline expired": - It began Nov 1, 2024, suspended for 120 days through Feb 28, 2025. For professional-negligence, both possible ordinary deadlines (Dec 20, 2024 or Jan 10, 2025) were unexpired on Nov1, so agreement applies. It extends each by 120 days; no revival issue because neither had expired before Nov1. If report received earlier causing deadline before Nov1, it wouldn't revive. Need maybe mention for contract claim too: contract original deadline Aug15 2025 unexpired, applies. For fraud: likely if discovery date after Jan2, 2022, original deadline after Jan2 2025, applies; but if discovery before Jan2 2022, original deadline before Jan2 2025? Wait if discovery Jan1 2022, original deadline Jan1 2025, still after Nov1 2024, so tolling applies. If discovery date Jan1 2022, original deadline Jan1 2025 unexpired, adjusted May1. Wait threshold with tolling for fraud: if discovery Jan1 2022, original deadline Jan1 2025, unexpired on Nov1, adjusted May1, complaint May2 untimely. It was unexpired, agreement applied, but adjusted deadline before filing. If discovery Dec31 2021, original deadline Dec31 2024, unexpired Nov1, adjusted Apr30? Wait Dec31 2024 +120 = Apr30 2025; untimely. If discovery Dec15 2021, original Dec15 2024; unexpired Nov1? Dec15 after Nov1 yes, adjusted Apr14? yes untimely. But if discovery before Sep? original before Nov1 2024? tolling wouldn't revive. But threshold for fraud complaint May2 with tolling is discovery Jan2 2022, as above? Let's check if discovery Jan1 2022 -> ordinary Jan1, 2025; extended May1, 2025; untimely. Discovery Jan2, 2022 -> adjusted May2, timely. Thus "if facts of fraud were discovered before Jan. 2, 2022, the fraud claim would be untimely; if on/after Jan. 2, 2022, timely" with tolling. But note if discovery before Jan2 2022 but ordinary deadline after Nov1 2024 (e.g., Dec15 2021 -> Dec15 2024) adjusted Apr14 2025, untimely; if discovery Aug15 2021 -> Aug15 2024, original deadline before Nov1, no tolling, deadline Aug15 2024, untimely. So threshold using +120 works generally for dates where original deadline after Nov1; if original deadline before Nov1, even more untimely. The maximum untimely adjusted deadline for any discovery before Jan2, 2022? Let's see discovery Jan1 2022 gives May1 2025. Discovery Dec31 2021 gives Apr30 2025. Discovery Aug15 2021 gives Aug15 2024 if no tolling. So yes, any pre-Jan2 2022 untimely by at least one day after tolling. Good. Need maybe "whether tolling began before either possible deadline expired" for professional: - Earliest possible discovery deadline Dec20 2024: unexpired on Nov1 2024 by 49 days; yes. Latest Jan10 2025: unexpired; yes. - But "the agreement expired Feb 28, 2025" doesn't mean deadlines must be before expiration; rule 7 says original deadline + days. Need perhaps "the ordinary deadlines in the range fall during the suspension; that is okay because the limitations period was unexpired when suspension began. The agreement extends them past February 28." This addresses potential confusion. Need maybe "Exact report-delivery date at which May2 changes from untimely to timely" "January 2, 2023" not "on or after Jan 2." Need mention "if report delivered Jan 2, 2023, professional-negligence claim was still alive when tolling began; with tolling, filing on May 2, 2025 is exactly at deadline. Delivery before Jan 2 means untimely; delivery Jan 2 or later means timely." Wait if delivery Jan3, adjusted May3, timely. But "earliest and latest discovery dates supported by Exhibits 2 and 3" includes Jan10; complaint timely. If exact delivery date is unknown but counsel says after holidays, maybe likely after Jan1; still need evidence. Need perhaps "what about Dec20 report date and "report received after holidays"—if report wasn't delivered until after holidays, why is report dated Dec20? Maybe report was completed Dec20 but delivered Jan2/3/10. The "earliest possible" from report date is not necessarily supported if counsel says after holidays? Need maybe if the report's date itself doesn't prove receipt, but it's the earliest possible. We can state "The earliest possible receipt date supported by the record is Dec. 20, 2022, because that is the report date and a report cannot be received before it exists; however, the report date, standing alone, does not prove receipt on that date." But if counsel says delivery occurred after holidays, is Dec20 still supported? no, "supported" by exhibit 2 only indicates report dated, not delivery. Need maybe "Exhibit 2 alone does not support receipt; the earliest possible is Dec. 20, but the actual may be later." The "latest supported by Exhibit 3" = Jan10. Good. Need maybe "earliest and latest discovery dates supported by Exhibits 2 and 3" if "report dated Dec20" and "minutes Jan10" maybe "earliest Dec20; latest Jan10." But then "exact delivery date at which complaint changes from untimely to timely" Jan2. Need highlight Jan2 is within range. Board minutes show review no later than Jan10, so if no other date, a court could find receipt Jan10, making professional claim timely. Therefore Fathom should not move now. Potential issue: The board minutes "authorized a claim" maybe not "discovery" by claimant? It states board reviewed report; yes. Need maybe "professional-negligence claim could be untimely even if report delivered Jan10? Wait adjusted deadline May10, complaint May2, timely. So yes. But if report delivered Jan10, 2023, original Jan10, 2025; +120 = May10, 2025. Filing May2 is 8 days before. So a court with minutes could find timely. However, "Quarry Ridge's counsel states delivery occurred 'after holidays'"—if after Jan1, likely report delivered Jan2+; timely. But need obtain actual. Need maybe "fraud claim timeliness if report delivered Jan10" original 3-year Jan10, 2026, +120 = May10, 2026; timely. If report delivered Dec20, original Dec20, 2025, +120 = Apr19, 2026; timely. So fraud claim likely timely even if professional untimely. Need mention "the fraud claim is not vulnerable on limitations even under Fathom's earliest delivery assumption, because its 3-year period starts later and report receipt is after Jan2022; thus fraud limitation motion likely futile." Wait if fraud facts were discovered at Sept14, 2022, 3-year original Sept14, 2025; +120 = Jan12, 2026; complaint timely. Under any supported discovery after Jan1 2022, fraud claim timely. So Fathom should not challenge fraud on limitations. But if complaint's factual allegations of fraud maybe could be deemed discovered when "Fathom repeatedly said mismatch temporary" and Quarry Ridge had contradictory system results in Sept 2022—still timely. Need maybe "exact report-delivery date at which fraud claim changes from untimely to timely"? Not asked but not necessary. But perhaps there is a "missing fact" for professional claim; fraud claim is not impacted by exact report date because all plausible dates yield timely? Let's verify if report delivered Dec20/Jan10 for fraud, timely. If report delivered Dec20 2022, original deadline Dec20 2025, because discovery date report receipt Dec20 2022, 3 years later Dec20 2025, tolling from Nov1 2024 to Feb28 2025 extends to Apr19 2026. Complaint May2 2025 much earlier. If report delivered Jan10 2023, deadline May10 2026. So no need exact date for fraud unless there are earlier facts. But rule 5's "knowledge of contradictory system results and defendant's contrary assurance may trigger inquiry" maybe could start fraud clock at Sept 14 2022, still timely. Could it start at Aug 15 2021? Maybe breach and assurances? If "the migration breach occurred on Aug15, 2021" and Fathom "repeatedly said mismatch was temporary" (maybe from then), did Quarry Ridge discover contradiction in Sept14, not Aug. Need no. Need perhaps "contract claim from Aug15 2021" with tolling "every limitations period still unexpired on November 1, 2024" — original deadline Aug15 2025 unexpired. The "tolling" period starts before deadline and extends to Dec13 2025. Complaint May2 2025 is timely. Need maybe "no need for discovery date." Need perhaps "professional-negligence 'deadline range' with tolling" if discovery date is "latest supported by Exhibit 3" Jan10 2023, adjusted deadline May10 2025. But if the complaint was filed May2, 2025, it's timely by 8 days. Need maybe "if board minutes alone count as latest but report actually delivered Dec20, Fathom could still win." Yes. Need perhaps "the one missing fact that must be obtained before Fathom decides whether to move for judgment on limitations" - "exact date on which Quarry Ridge received the forensic report (not the date on the report)." Need maybe "plus method/person, but one fact = delivery/receipt date." Need phrase. Need maybe "whether to move now, seek targeted discovery, or another concrete course" - "seek targeted discovery now; do not move for judgment on limitations until you know the actual delivery date." Need "because if delivery was Jan 2, 2023 or later, professional-negligence claim is timely; if before Jan2, untimely. Since the only missing fact is in Quarry Ridge's (or forensic accountant's) possession, Fathom should demand it in discovery and may also file an answer with limitations defenses to preserve. If after discovery Fathom proves delivery Dec20/Jan1 or earlier, it can move; if cannot, the motion should not be filed." Need maybe "Rule 8" at the end: Fathom has initial burden to show apparent untimeliness; the Jan10 minutes create a triable issue on receipt, so moving now would fail. Actually if "apparent untimeliness" appears from complaint? Let's assess: - The complaint was filed May2, 2025. It likely doesn't plead discovery date? It alleges forensic report established permanent loss, not receipt. If Fathom produces Exhibit 2 (report date) and tolling agreement, ordinary deadline Apr19 2025; complaint untimely. But Fathom's own Exhibit 3 shows board reviewed Jan10; if report delivered Jan10, ordinary deadline May10; timely. The "apparent untimeliness" is not established due to ambiguity. Rule 8 says defendant initial burden. So don't move until targeted discovery. Good. Need maybe include "tolling agreement expiration Feb 28 doesn't require filing before Feb28; it extends deadlines by 120 days even if extension date falls after expiration." Need maybe in answer. Need perhaps discuss "the report date itself is not a received stamp; no downloaded log; Quarry Ridge's counsel's 'after holidays' is not a sworn date. The 'specific missing evidence' is the delivery/transmittal metadata, not the report's substance." Good. Let's think if there are alternate interpretations. Potential alternative: "Earliest and latest discovery dates supported by Exhibits 2 and 3" maybe "Exhibit 2 report dated Dec 20, 2022; Exhibit 3 minutes Jan 10, 2023. Because report could have been received any time between Dec20 and Jan10; earliest supported by "exhibit 2" is actually "December 20" and latest supported by "exhibit 3" is January 10. But "the latest discovery date supported" could be "no later than Jan. 10, 2023" not "Jan. 10 exactly." Need maybe "If the board reviewed the report at Jan10 meeting, it necessarily had report before; the latest possible date is Jan10 (or at least by Jan10)." Good. Potential alternative: The "exact report-delivery date at which May 2, 2025 complaint changes from untimely to timely" maybe if ordinary professional-negligence deadline = Dec20, 2024 at earliest and Jan10, 2025 at latest, with tolling, adjusted deadlines = Apr19 and May10; threshold = Jan2, 2023. Good. Need maybe "At both ends of that range" with tolling: - Earliest Dec20 report -> original Dec20 2024, tolled Apr19 2025, May2 2025 untimely. - Latest Jan10 -> original Jan10 2025, tolled May10 2025, May2 2025 timely. But if "deadline range" maybe "ordinary two-year deadline at both ends is Dec20, 2024 to Jan10, 2025; with tolling Apr19, 2025 to May10, 2025." Need include both, maybe table. Need maybe "Filing on adjusted deadline is timely" if adjusted deadline May2, complaint on May2 timely. Good. Need maybe "The report was dated Dec20; if delivery happened Jan10, the professional claim is timely. If delivery happened Jan3, adjusted deadline May3, also timely. The pivot Jan2 means the board minutes' Jan10 receipt would be timely. Therefore Fathom's limitations goal depends entirely on exact delivery date." Good. Need maybe "Mere unsupported suspicion of a problem" in Sept email: Could be Quarry Ridge's "old and new receivable totals do not match" is not "unsupported" because they have reports; but it's not enough because lack of connection. Need maybe use phrase "not a reliable technical report; no attribution." Good. Potential issue: "Fraud claim must be filed within three years after discovery of facts constituting the alleged fraud." If fraud claim is based on Fathom's "repeatedly said mismatch temporary," and Quarry Ridge received report "attributing overwrite to Fathom" on Jan10, then discovery of fraud facts maybe on Jan10 2023. But if the report "attributing overwrite to Fathom" also indicates "Fathom's migration map caused the loss" — that's actual injury and factual connection; for fraud, it doesn't necessarily show false statement "temporary" was knowingly false. But a plaintiff is not required to know intent? Actually fraud elements include "facts constituting fraud"; the discovery rule typically requires knowledge of facts sufficient to make a reasonable person aware of fraud; "knowledge of the fraud, not knowledge of all elements" maybe. Need not delve too much; the prompt rule says "claimant must possess facts indicating falsity rather than mere error." The report indicates permanent loss caused by Fathom's migration map; Fathom had said temporary. Does this "indicate falsity rather than mere error"? If Fathom's statement "temporary" was a future prediction; the report showing permanent loss means statement false. But "mere error" remains if Fathom believed it was temporary. The report doesn't show Fathom knew. However "facts indicating falsity rather than mere error" maybe means if the discrepancy could be a good-faith mistake, the mere contradiction is not enough to start fraud; you need something indicating the defendant knew the representation was false. The forensic report not show knowledge. But maybe the "report attributing loss to Fathom's migration map" plus "Fathom repeatedly said mismatch temporary" is enough to infer Fathom knew or should have known? Need maybe mention "the record is at least enough to survive a limitations challenge because the report supplied facts indicating the assurances were false, not just that totals differed. Whether there is ultimately evidence of scienter goes to the merits, not the discovery clock, at this stage." Is that accurate? If motion to dismiss on limitations, defendant must show claim untimely from face; plaintiff's allegations of delayed discovery accepted. Fathom likely cannot. Good. Need maybe "if Fathom moves now, it might challenge fraud as time-barred if 'facts constituting fraud' discovered at Sept 14 2022; but even that date yields deadline Jan 12 2026 after tolling, so no. If they argue actual breach date and false assurances before Sept14 but no discovery until Sept14, still timely. If they argue discovery at Aug15 2021? Not supported; but if the fraud claim accrued at breach? For fraud, statute runs on discovery, not breach, and no facts show earlier discovery. So no limitations dismissal." Need maybe include. Potential issue: The professional-negligence claim may be subject to the same "discovery rule" but the complaint might plead "the report established permanent loss" and maybe "migration breach occurred Aug15 2021." If Fathom argues the Sept14 email started discovery, the "actual injury" perhaps "receivable totals do not match" is not enough; if the court finds the mismatch is actual injury and Quarry Ridge suspected Fathom's mapping (one of "may be our import setup or Fathom's mapping"), could start? The standard says "Mere unsupported suspicion of a problem, without facts connecting actual injury to defendant, insufficient." The email has "This may be our import setup or Fathom's mapping"—connection is a possibility, not fact. No. Need maybe "the email shows no Fathom work product or migration map error, only an unexplained variance." Good. Need maybe "reliable technical report" "the report identified data loss and attributed it to Fathom; because no transmittal, discovery begins on receipt, not date of report. The board minutes prove receipt by Jan10." Good. Need perhaps "what if report copy produced in discovery has no transmittal—does Fathom get benefit of doubt? Rule 8 burden on defendant. The missing evidence is in claimant's control. But if Fathom cannot obtain delivery date, court may draw adverse inference? Not necessary. Need maybe "whether the tolling agreement began before either possible deadline expired" if deadline range "ordinary Dec20 2024-Jan10 2025"; both after Nov1, so yes. But wait if "earliest possible discovery date" maybe Sept14 2022? We concluded no; but for "possible deadline" if a court disagrees and finds Sept14 2022 discovery, ordinary deadline Sept14 2024, which is before Nov1 2024; tolling agreement would NOT apply because period expired before Nov1; complaint May2 2025 untimely. Should we include a caveat? The assignment asks calculate range from exhibits, but also "whether Sept14 email starts discovery." If the court incorrectly finds Sept14 email starts discovery, then ordinary deadline Sept14 2024, expired before Nov1, no tolling, untimely. But under supplied standard, no. Need maybe mention "If the September 2022 email were deemed sufficient, the professional negligence period would have expired Sep. 14, 2024, before tolling, and the claim would be barred. But it is not sufficient under the standard." Should we include? It might be useful to show significance. But don't overcomplicate maybe. Actually let's calculate if Sept14 email starts discovery: 2 years = Sep14, 2024. Tolling agreement only applies to "still unexpired on Nov1, 2024." Since expired before Nov1, no tolling. Complaint May2 2025 untimely by ~7.5 months. But no. Need maybe "whether the September 14 email starts discovery under supplied standard" maybe under fraud as well? The fraud rule says "Knowledge of contradictory system results and defendant's contrary assurance may trigger inquiry" This exactly: Quarry Ridge knew system results (old/new totals do not match) and Fathom's contrary assurance (temporary) maybe from complaint; but "must possess facts indicating falsity rather than mere error." The Sept email says "do not yet know whether records actually gone"; that's "mere error" (import setup or mapping) not falsity. Thus no. Need perhaps "The exact report-delivery date at which May 2, 2025 complaint changes from untimely to timely" if report delivered Jan2, 2023 -> professional deadline May2, 2025; fraud deadline? Jan2, 2025 +3? Wait fraud separate. Need not. Let's consider "limitations period still unexpired on November 1, 2024" "suspended for 120 calendar days" "agreement expired February 28, 2025." Are there 120 calendar days from Nov1 to Feb28 inclusive? Let's confirm with counting. If "suspended for 120 calendar days" and "agreement expired Feb28" maybe the suspension is Nov1-Feb28. Under Rule 7, original deadline plus suspended days. But if original deadline Dec20, 2024 (during suspension), does adding 120 days to Dec20 produce Apr19 2025, which is after agreement expiration by 50 days. Is that allowed? Rule says yes. But what if "suspends" means the limitations period is paused from Nov1-Feb28, so if Dec20 during suspension, no days run before Feb28; after Feb28, remaining original days (from? original deadline Dec20) would run after Feb28? Let's understand alternative tolling formula. Suppose originally 2-year period from Dec20, 2022 to Dec20, 2024. At Nov1, 2024, before expiration, if tolling for 120 calendar days, then after tolling starts, the deadline shifts by 120 days? The "ordinary deadline plus suspended days" = Apr19. If instead period suspended, on Nov1, there were 49 days left until Dec20. Suspension 120 days through Feb28; after Feb28, 49 days run, deadline Apr18? Wait Nov1 to Dec20 =49 days? Nov1 to Dec20: Nov2-30 29? let's compute: Nov1 to Dec20 =49 days (Nov2-Dec20 inclusive? 29 +20 =49? Maybe 49? Nov2-Nov30 29, Dec1-Dec20 20 =>49 yes). If suspend 120 days, then remaining 49 days after Feb28 = Apr18 (Mar has 31, Apr18?) Feb28 +49 = Apr18? If using exclusive/inclusive, Apr18/19. Rule 7 specifically says "original deadline plus suspended days" => Apr19. So okay. Need maybe "The agreement expired Feb28 but deadline can fall after expiry." Good. Need perhaps "report-delivery date at which complaint changes from untimely to timely" with "tolling agreement" maybe if delivery date Jan3, original deadline Jan3 2025, +120 = May3. But complaint filed May2, so even if delivery Jan3, timely. If delivery Jan2, exactly. Need maybe "on or after Jan.2, 2023" but exact date Jan2. Let's think of "professional-negligence claim must be filed within two years after claimant discovered, or through reasonable diligence should have discovered, both actual injury and factual connection." Does the date of "board reviewed report and authorized claim" count as "claimant discovered"? The board is Quarry Ridge's agent. If report was received earlier by someone with authority, discovery may be earlier; if received by controller or forensic accountant? Need no. Need maybe "When claimant receives report" under rule 3 "ordinarily starts discovery period when claimant receives the report." So "receipt" by Quarry Ridge, not necessarily board review. If report was delivered to controller before board, discovery earlier. That missing fact matters. Need "demand delivery email/portal metadata" to know when Quarry Ridge (not board) received. Exhibit 3 only shows by Jan10, actual receipt may have been Dec20-Jan10. Good. Need maybe "professional negligence deadline at both ends of range": - Earliest "discovery date" = Dec20, 2022? Wait if the report was received Dec20, the claim must be filed by Dec20, 2024. But if report was not received until Jan10, deadline Jan10, 2025. But the board minutes "reviewed the forensic report" at Jan10, but the "copy produced contains no received stamp"; "counsel states delivery after holidays" maybe actual receipt after holidays but not date. Maybe if delivery after holidays, earliest actual could be Dec27? But not. Need maybe "the exact report-delivery date at which the May2 complaint changes from untimely to timely" could be "January 2, 2023" but if delivery "after holidays" means after Dec 25, there is a question whether Dec26-Jan1. Need maybe note "Under the usual assumption that 'holidays' means after New Year's Day, that would place receipt on Jan.2 or later and thus timely, but the exact date must still be proved." Should I include this? It might be helpful. The prompt mentions "after the holidays" likely to see we rely on exact date not counsel statement. We can say "Counsel's statement that delivery occurred 'after the holidays' is not enough; if it means on/after Jan. 2, 2023, the professional-negligence claim would be timely, but exact proof is needed." Need maybe "motion for judgment" maybe "Fathom should not move now because the factual issue is genuine; if it moves before discovery, it would fail to establish apparent untimeliness and would invite an adverse ruling. Instead serve targeted requests and, if necessary, move to compel; only after establishing report delivery before Jan2 should it move." Good. Need maybe "the claimant bears burden of proving delayed discovery once ordinary period appears expired." But here ordinary period "appears" expired? We can phrase: "The burden point cuts in Fathom's favor only if it first proves receipt before the pivot date. Because it cannot, a motion now would put the cart before the horse." Good. Potential issue: "defendant bears initial burden to establish apparent untimeliness" but "The claimant bears burden of proving delayed discovery or tolling once ordinary period appears to have expired." If Fathom cannot prove report delivery date, perhaps the ordinary period "appears" expired because complaint was filed May2, 2025 and professional negligence accrued at latest Jan10 2023? Wait if Fathom can prove report date Dec20 and board minutes Jan10, it may not prove receipt. The board minutes show receipt by Jan10; complaint May2. But for ordinary period to be expired, need receipt before Jan2 2023; board minutes alone doesn't. So ordinary period not "appears expired" for professional negligence. For contract and fraud, likely timely. Thus Fathom's burden not met. Good. Let's perhaps generate final answer in structured sections. Need not be too lengthy, but desired oververbosity 5; need sufficient detail. We need include analysis. Let's develop final answer: Start: "Key conclusion: The dispositive fact is the date Quarry Ridge received Exhibit 2. If Fathom can prove receipt before Jan. 2, 2023, the professional-negligence claim is time-barred; if receipt was Jan. 2, 2023 or later, it is timely. Contract claim is timely; fraud not dismissible on present record. Fathom should not move yet; it should seek targeted discovery to pin the precise delivery/receipt date." Then sections: 1. Sept 14 email: - Under standard, no. It describes mismatch; says "may be our import setup or Fathom's mapping"; "do not yet know whether records actually gone"; no reliable technical report; no facts connecting actual injury to Fathom. It may trigger inquiry, but not discovery. 2. Discovery range and deadlines: Table: Discovery/receipt date | ordinary 2-year deadline | adjusted after 120 days | May2 result Dec20, 2022 | Dec20, 2024 | Apr19, 2025 | untimely Jan10, 2023 | Jan10, 2025 | May10, 2025 | timely Maybe "Earliest possible" and "latest shown." Tolling: - Agreement began Nov1, 2024; both ordinary deadlines were unexpired then, so it applies and extends both by 120. It doesn't revive claims already expired before Nov1, but not issue for these range endpoints. - Need maybe "if the Sep email had started claim, deadline Sep14, 2024, before Nov1, no tolling; but no." 3. Pivot date: - Need original deadline = May2, 2025 - 120 days = Jan2, 2025. Thus receipt date = Jan2, 2025 - 2 years = Jan2, 2023. - If report received Jan2, 2023, adjusted deadline May2, 2025 and filing is timely. If received Jan1, 2023 or earlier, adjusted deadline May1 or earlier and complaint untimely. So exact missing fact. 4. Contract claim: - Breach Aug15, 2021; four-year deadline Aug15, 2025; even without tolling, May2 2025 timely. With tolling, extended to Dec13, 2025. Contract claim not barred. 5. Fraud claim: - Under rule 5, Sept14 knowledge not enough because it indicates uncertainty/mere error; no facts indicating Fathom's assurance false rather than mistaken. The forensic report supplied "facts indicating falsity" at earliest Dec20/Jan10; in any event, any supported discovery date after Jan2, 2022 yields a 3-year +120 deadline after May2, 2025. Thus on present record, fraud claim is not demonstrably untimely; limitations dismissal likely unavailable. Need maybe "if a future fact showed Quarry Ridge had discovered fraud before Jan2, 2022, then untimely; no such fact." Need perhaps calculate if fraud discovered Sept14 2022: deadline Jan12, 2026. If report received Dec20/Jan10: deadlines Apr19/May10 2026. Maybe include one sentence. Wait "3-year +120" for report received Jan10, 2023 = original Jan10, 2026 +120 = May10, 2026. But complaint May2, 2025 is much earlier. Good. Need perhaps "fraud claim on the present record: It likely is timely, because the complaint says Fathom's 'temporary' assurance was revealed false by the forensic report; plaintiff did not know facts indicating falsity before receiving it. Since report receipt is after Jan. 2, 2022, three-year period extends beyond May 2025. The missing delivery date is not essential to fraud timeliness, but if evidence showed plaintiff knew the 'temporary' statement was false before Jan. 2, 2022, the claim could be barred." Need maybe "Specific missing evidence": - Forensic accountant's transmittal email with date/time; portal-access/download logs; received stamp or cover page; board packet/email enclosing report; any response/read receipt; accountant's invoice or timesheet; Rule 30(b)(6) testimony on receipt. - "Demand exact date and method of delivery, not just 'after the holidays.'" Need maybe "This is the one missing fact—the delivery/receipt date—not the report's date." 6. Recommendation: - Do not move now. Seek targeted discovery, file answer asserting limitations defenses (if not done) to preserve. If discovery proves report delivered on or before Jan1, 2023 (or more precisely before Jan2), then move for judgment on professional-negligence limitations. If cannot prove, no limitations motion because Jan10 minutes support timely filing. The contract and fraud claims would not support limitations dismissal anyway. Maybe "consider a motion to compel if Quarry Ridge resists; the information is in its or forensic accountant's possession/control." Need mention "exact report-delivery date at which complaint changes from untimely to timely" maybe "not Dec20? The report date alone is not enough." Good. Let's verify all date arithmetic one more time: - Dec20 2022 + 2 years = Dec20 2024. +120 days = Apr19 2025. Complaint May2 2025: untimely by 13 days. - Jan10 2023 +2 = Jan10 2025. +120 = May10 2025. May2 timely by 8 days. - Jan2 2023 +2 = Jan2 2025. +120 = May2 2025. Filed exactly. If report delivery Jan2, 2023, "counsel states delivery after holidays" if after Jan1 yes. Good. - Contract: Aug15 2021 +4 = Aug15 2025. +120 = Dec13 2025. May2 2025 before original and adjusted. Good. - Fraud if Sept14 2022 +3 = Sept14 2025. +120 = Jan12 2026. If report Dec20/Jan10 2023 +3 +120 = Apr19/May10 2026. Complaint May2 2025 timely. If fraud discovered Jan2 2022 +3 = Jan2 2025; +120 = May2 2025; complaint exactly timely. Thus fraud threshold Jan2 2022. But note "complaint filed May2 2025" and fraud claim if discovered Jan2 2022: original deadline Jan2 2025, unexpired Nov1 2024, extension to May2 2025. Filing exactly. If discovered Jan1 2022, original Jan1 2025, add 120 = May1, one day late. Could any supported facts show discovery of fraud on Jan1 2022? No. Need maybe not mention to avoid confusion unless helpful. Need maybe "specific missing evidence to demand" includes "the exact report-delivery date at which professional-negligence claim changes from untimely to timely, namely January 2, 2023. Before that date => untimely; on/after => timely." Good. Potential nuance: The complaint was filed on May 2, 2025. If a deadline falls on a weekend/holiday, and next business day? Not provided. Jan2 2025 maybe not a business? If original deadline Jan2 2025, plus 120 = May2 2025; if May2 2025 is a Friday? Actually May 2, 2025 is Friday. Jan2 2023 Monday. No issue. We shouldn't inject. Potential nuance: "receivable totals do not match" maybe "actual injury" discovered Sept14 2022, and "factual connection" from Fathom's mapping maybe "This may be our import setup or Fathom's mapping" is not enough. But if "Fathom's mapping" is the only alternative to "our import setup," maybe there is a fact? It's a possible hypothesis, no verified connection. Rule says "unsupported suspicion" insufficient. Good. Need perhaps "The report is a reliable technical report identifying data loss and attributing it to Fathom; the absence of transmittal does not make it unreliable, but it affects date of receipt." Good. Need maybe "The minutes state board reviewed the report and authorized claim, not necessarily that board first received it then. Thus latest discovery date is Jan10, but actual could be before. The range is Dec20-Jan10." Good. Let's perhaps think if the question "Build the limitations analysis from the five exhibits, calculate the deadline range, and identify the one missing fact that must be obtained before Fathom decides whether to move for judgment on limitations." They might expect a memo. Need maybe "The one missing fact" = "When was the forensic report actually delivered/received by Quarry Ridge?" We can emphasize throughout. Let's decide final structure: - "Bottom line" bullet. - "Analysis" with subheadings matching assignment. Use table. Not too long but complete. Let's craft final answer elegantly. Potential text: "Under rules 1-3, the September 2022 email is not the start. A mismatch, with an explicit statement that the cause could be Quarry Ridge's own import set-up and that they did not know records were actually gone, is at most an unsupported suspicion. It lacks factual connection to Fathom. Thus the earliest possible start is Dec. 20, 2022 (report date) and latest date by which start is shown is Jan. 10, 2023 (board minutes)." Need maybe "The report 'ordinarily starts' on receipt; Exhibit 3 does not prove receipt on Jan10, only by Jan10. So latest actual could be Jan10; earliest possible is report date." Good. Tolling: "Because the professional-limitations periods at both ends (Dec20 2024 and Jan10 2025) were unexpired on Nov1 2024, the 120-day agreement applies. The agreement started before both possible deadlines expired and extends the deadlines by 120 days. It does not revive expired claims, but no expiration occurs before Nov1 in this range." Good. Pivot: "To be timely, original deadline plus 120 must be May2 2025 or later. Therefore original deadline must be Jan2 2025 or later. The corresponding discovery date is Jan2, 2023. Receipt on Jan2, 2023 is exact boundary; before → untimely; on/after → timely." Need "Jan2 2025 + 120 = May2 2025." Contract: "Breach Aug15 2021; four-year deadline Aug15 2025. May2 2025 is before; tolling extends to Dec13 2025. Timely." Fraud: "Sept14 email not enough for fraud either. Under rule5, contradictory system results and contrary assurance may trigger inquiry, but Quarry Ridge had not yet facts indicating falsity rather than error ('do not yet know whether records actually gone'). The forensic report was the earliest point it learned permanent loss and Fathom's causation. That places fraud discovery after Jan2 2022; three-year plus tolling deadlines are in 2026 (or Jan 2026 if Sept discovery), well after filing. Thus on present record, fraud claim is not time-barred. If Fathom later produces evidence that Quarry Ridge knew facts of fraud before Jan2, 2022, this conclusion would change." Need check "deadlines are in 2026" if report Dec20/Jan10; yes. If fraud discovery at Sept14 2022 deadline Jan12 2026. If report received Dec20, deadline Apr19 2026. All after May2 2025. Good. Missing evidence: "Specific demand: forensic accountant's transmittal email (To/From/date/time), portal-access metadata/upload-download log, any delivery receipt or received stamp, cover letter, board packet or email that included the report, and any acknowledgment/read receipt. Use interrogatory/Rule 30(b)(6) to identify exact date/time and person who received it. Counsel's 'after holidays' statement is not evidence." Recommendation: "Do not move now. Because Fathom has the initial burden to show apparent untimeliness and cannot without proving receipt before Jan2, 2023; the Jan10 minutes create a path to timely filing. Seek targeted discovery first; preserve limitations defenses in answer. If discovery proves receipt on or before Jan1, 2023, move for judgment on professional negligence; if not, omit limitations motion." Need maybe "before Jan2" vs "on or before Jan1" because Jan2 is pivot. "Received Jan1 2023 adjusted deadline May1, untimely" yes. But if received Jan1 holiday? not considered. "receipt before Jan2" = Jan1 or earlier. Potential "contract claim" if "Fathom should not move now" but "If Fathom wants to dismiss contract claim based on limitations, would fail; contract timely." Good. Potential "fraud claim on present record" maybe "if the fraud claim is pleaded on the same facts as professional negligence, a motion to dismiss on limitations would fail because the complaint alleges delayed discovery until the report. But if the court resolves facts, it will need the report receipt date too." Need perhaps "the missing report date is less important because even Sept 14 2022 discovery would be timely." But if facts of fraud discovered at "repeatedly said mismatch temporary" starting much earlier, maybe threshold Jan2 2022. Need "No exhibit suggests discovery of fraud before Jan. 2, 2022." Good. Need maybe "specific missing evidence to demand" maybe "the one missing fact" singular but list of ways to get it. Good. Let's ensure final answer not use "limitations" "statute of limitations" "time-barred" etc. Need maybe "judgment on limitations" not "motion to dismiss" because assignment says move for judgment. Good. Let's think if there is any hidden nuance with "tolling agreement suspended every limitations period still unexpired on November 1, 2024 for 120 calendar days. The agreement expired February 28, 2025" Maybe if original deadline Dec20, 2024 occurred during tolling, and agreement expired Feb28, perhaps the deadline is not Dec20+120 but maybe "the period is suspended for 120 days, so any deadline that falls within suspension is pushed to the end of suspension plus remaining period?" But rule 7 explicitly: adjusted deadline original plus suspended days. Good. Potential "the exact report-delivery date at which May 2, 2025 complaint changes from untimely to timely" for professional claim if report delivered Jan2 2023. But what if report delivery date = Jan2 2023 and board minutes Jan10; professional ordinary deadline Jan2 2025; with tolling agreement "still unexpired on Nov1 2024" yes. Adjusted deadline May2. Filing on May2 is timely. Good. Potential "if report delivered Jan2, 2023, there are not exactly 2 years? Jan2 2023 to Jan2 2025 = 2 years (including leap? 2024 has Feb29, but anniversary date Jan2 unaffected; 731 days? Jan2 2023 to Jan2 2025 includes 731 days, but "two years" is date). Good. Let's perhaps include all calculations in table: ``` Scenario (report received) | 2-yr deadline | +120 days | Filing May 2? Dec 20, 2022 | Dec 20, 2024 | Apr 19, 2025 | untimely Jan 10, 2023 | Jan 10, 2025 | May 10, 2025 | timely Jan 2, 2023 | Jan 2, 2025 | May 2, 2025 | timely (exactly) ``` Maybe table includes "Jan2 pivot." Need maybe "ordinary deadline range" not "discovery dates" if "earliest and latest discovery dates supported by Exhibits 2 and 3." Use "Dec. 20, 2022 to Jan. 10, 2023." Good. Need maybe "earliest and latest discovery dates" maybe if report "after holidays" means after Dec25, earliest could be Dec26 not Dec20. Should I include "The report date supplies the earliest theoretical date; it does not establish actual receipt." If counsel's "after holidays" is credited as "after Jan1," the actual earliest supported by that statement is Jan2, which would be timely. But since "after the holidays" is vague and not in exhibits, I shouldn't rely. But maybe mention: "Quarry Ridge's statement that delivery was 'after the holidays'—if understood as after New Year's Day—would push delivery to Jan. 2 or later, making the professional-negligence claim timely; but that vague statement is not a substitute for proof." Maybe include in missing evidence section. Good. Need perhaps "The report copy produced lacks transmittal, so Fathom cannot simply rely on Dec20 date. But defendant has initial burden; absence hurts Fathom." Good. Let's maybe think of "fraud claim on present record" one more time. Could there be a limitations issue due to "fraud claim must be filed within three years after discovery of facts constituting alleged fraud" and "Knowledge of contradictory system results and defendant's contrary assurance may trigger inquiry, but claimant must possess facts indicating falsity rather than mere error." The report establishes "data loss and attributed to Fathom's migration map" but not "Fathom's assurance false." If the fraud claim alleges "Fathom repeatedly said mismatch was temporary" and the report says permanent loss, then the facts show "temporary" was false. Do they show "Fathom knew" (scienter)? The discovery rule wording for fraud says "facts constituting the alleged fraud" but if one doesn't know Fathom knew, not all facts. However, the supplied standard says "must possess facts indicating falsity rather than mere error." The report likely does. But "Fathom's migration map caused the loss" could also be an error by Fathom, not fraud. Need more facts to show Fathom knowingly misrepresented. Does report "attributing overwrite to Fathom" indicate falsity? Maybe if Fathom "repeatedly said mismatch temporary" was contrary to "permanent loss caused by Fathom" but not necessarily "knowing." Could be mere error in initial assessment. For fraud, the plaintiff must eventually prove scienter; for discovery, do they need "facts indicating falsity rather than mere error" exactly. The Sept email "do not know whether records gone" indicates "mere error" possibility. The report maybe "data loss" but still doesn't say Fathom knew; it does say "Fathom's migration map caused loss," and if Fathom had assured "temporary" while knowing its map could overwrite, maybe. We can phrase "on the present record, the fraud claim is not clearly untimely; if anything, the report is the earliest point at which Quarry Ridge had facts indicating the 'temporary' assurance was false as opposed to a possible accounting error." This avoids definitive "discovery of fraud occurred at report" beyond need. "But because the 3-year deadline would still be timely even from Sept 14, 2022, limitations dismissal would be inappropriate." Wait if facts of fraud were discovered at Sept14 2022, still timely after tolling. So "not clearly untimely" is robust. Need maybe if facts of fraud discovered Jan1 2022, untimely; but no support. Is there any possibility facts of fraud were discovered before Jan2 2022 from "Fathom repeatedly said mismatch temporary" and "receivable totals do not match" maybe they knew mismatch before Sept14? The complaint says Fathom repeatedly said mismatch temporary until report; maybe the "mismatch" was observed before Sept14. Did they know the system results contradicted Fathom's assurance? The exhibit 1 email dated Sept14 2022: old and new receivable totals do not match. If Fathom had been saying temporary before, this is contradictory system results and contrary assurance. That "may trigger inquiry" but they lacked facts indicating falsity vs error. Under rule, they need "facts indicating falsity rather than mere error"; the Sept email itself says "may be our import setup or Fathom's mapping. We do not yet know whether records are actually gone." That is the opposite of facts indicating falsity; it's uncertainty. Thus no earlier than Sept14 for fraud? Actually if the controller wrote "do not yet know" as of Sept14, no facts before. So discovery of fraud after Jan2 2022 likely. Good. Need maybe "contract claim from Aug15 2021" if complaint filed May2 2025 before original deadine; if a contract claim's "unexpired on Nov1 2024" and tolling extends to Dec13 2025. Wait if original deadline Aug15 2025, and tolling starts Nov1 2024, original deadline falls during tolling. Rule 7 adjusted = original + 120; Dec13. Good. No need. Potential "moving for judgment on limitations" if contract claim is timely but professional claim perhaps untimely if report delivered before Jan2; if Fathom moves now, it may be able to move on professional claim if it can obtain report date? Need not. Let's write final answer with a clear conclusion. Let's craft final response: ``` Bottom line: Fathom should not move now. The dispositive unknown is the actual delivery/receipt date of the December 20 report. If received Jan. 2, 2023 or later, the professional-negligence claim is timely; if received before Jan. 2, 2023, it is not. On the current record, receipt is shown only by Jan. 10, 2023, so Fathom cannot meet its initial burden. Contract and fraud claims are not vulnerable on limitations. ``` Then sections. Let's include "if the Sept 14 email did start claim, no tolling? no under standard." Maybe in Sept email section: "At most, it might trigger inquiry. If a court nevertheless treated it as discovery, professional claim would have expired Sept 14, 2024, before tolling; but the standard says not, and Fathom should not rely on it." Need perhaps "Exact report-delivery date at which May 2 complaint changes from untimely to timely" maybe "January 2, 2023" with explanation: "Original deadline must be Jan2 2025 because Jan2 2025 + 120 = May2 2025. So receipt date must be Jan2 2023." But wait "receipt Jan2 2023" original deadline Jan2 2025. Yes. Need perhaps "Report received Jan2, 2023" is the first date. If report received Jan3, 2023, original Jan3, 2025, adjusted May3, filing May2 before deadline; also timely. The exact "changes" is Jan2 because Jan1 is untimely. Need mention "assuming actual receipt before report date impossible." Potential "specific missing evidence" maybe "the report was dated Dec20, 2022, but absent transmittal, no one knows if it was delivered Dec20, Dec27, Jan2, or Jan6. Demand the forensic accountant's delivery email and portal metadata." Good. Let's perhaps include "quarry ridge counsel's 'after the holidays' statement: not competent evidence; if after New Year's, likely after Jan2, but exact date still required." Good. Need final answer not overly long but sufficient. Let's craft. Double-check "the agreement expired February 28, 2025 and expressly did not revive expired claims." We say "Both possible professional deadlines were unexpired on Nov.1. However, if the report was received before Nov.1 2022? not relevant. If a court chose Sept14 2022 discovery, deadline Sept14 2024, no tolling; but not the standard. Need maybe mention "for the endpoints, no revival issue." Good. Should I include "fraud claim threshold Jan2, 2022"? Not necessary, but maybe if discussing fraud. Let's include short "To be untimely on this record, one would have to find fraud discovery before Jan. 2, 2022; the exhibits show the opposite. The fraud claim is not barred." Let's verify if with tolling "fraud discovery Jan2, 2022 -> deadline May2, 2025; if before, untimely." Yes. Need maybe "facts constituting fraud discovered before Jan2 2022" no support. But do we need to compute? It may be helpful. Let's add: "After applying 120-day tolling, the fraud claim would be time-barred only if the facts of fraud were discovered before Jan. 2, 2022. No exhibit or allegation supports that; the September 2022 email affirmatively negates knowledge." Is this exact? Let's verify if fraud discovered Jan1, 2022, ordinary Jan1, 2025, +120 = May1, 2025; untimely. If discovered Jan2, 2022, timely. So yes. But if the 3-year ordinary deadline before Nov1 2024? Even more untimely. Good. However, if facts of fraud discovered Aug15, 2021, original Aug15 2024 expired before Nov1; no tolling. If facts discovered Dec15, 2021, original Dec15, 2024, unexpired Nov1, +120 = Apr14 2025; untimely. So threshold holds. Good. Need maybe "contract claim threshold? Breach Aug15 2021; if no tolling, deadline Aug15 2025; complaint May2 2025. With tolling, Dec13 2025. No missing fact." Good. Let's craft final with headings and bullet list. Potential final answer: ``` No, the September 14 email is not enough. It identifies only a mismatch, and expressly states the cause may be Quarry Ridge's own import set-up and that it does not know whether records are gone. That is a suspected problem, not facts connecting actual injury to Fathom. ``` Good. Need be mindful "Fathom Data Services, sued by Quarry Ridge" maybe "Fathom" defendant. "Move for judgment on limitations" maybe "Fathom's motion would be denied because..." Good. Let's draft final response: --- **Bottom line**: The decisive missing fact is the date Quarry Ridge received the Dec. 20, 2022 forensic report. The pivot is Jan. 2, 2023. Fathom should not move yet; it should seek targeted discovery on the report's delivery. Then table. Let's include exact deadlines: - "Dec 20, 2022 receipt—ordinary deadline Dec 20, 2024; tolled deadline Apr 19, 2025; May 2 complaint 13 days late." - "Jan 10, 2023 receipt—ordinary deadline Jan 10, 2025; tolled deadline May 10, 2025; May 2 complaint 8 days early." - "Jan 2, 2023 receipt—ordinary deadline Jan 2, 2025; tolled deadline May 2, 2025; complaint filed on deadline." Need maybe "deadline range" "the two-year professional-negligence deadline (after tolling) ranges from Apr 19 to May 10, 2025." Actually if receipt between Dec20 and Jan10, adjusted deadline varies from Apr19 to May10. So "deadline range" = Apr19-May10, with complaint May2 inside the upper end. Need phrase: "Thus the tolled deadline range is Apr. 19–May 10, 2025. The May 2 filing is inside only if the true receipt date is Jan. 2, 2023 or later (or more precisely if true receipt Jan2-Jan10); if true receipt Dec20-Jan1, it is outside." Good. This is useful. Wait if report received Dec21, adjusted Apr20; Jan1 adjusted May1. So the tolled deadline range between Dec20 and Jan10 is Apr19 to May10. Complaint May2 is timely if adjusted deadline >= May2, i.e., receipt Jan2 or later. Good. Need maybe "contract claim" table? no. Need maybe "fraud claim" calculate "if fraud discovered at report receipt, deadlines in Apr/May 2026; if at Sept email, Jan 2026; all after May 2025." Let's write: "Three years from Dec. 20, 2022 is Dec. 20, 2025; plus 120 days -> Apr. 19, 2026. Three years from Jan. 10, 2023 -> Jan. 10, 2026; plus 120 -> May 10, 2026. May 2, 2025 is therefore inside." Wait Jan10, 2026 + 120 = May10, 2026 yes. But if "three years after discovery" and tolling agreement unexpired on Nov1 2024; original deadline Dec20 2025/Jan10 2026; unexpired; yes. Good. If fraud discovered at Sept14, 2022: original Sept14 2025; +120 Jan12 2026. Good. Then "on present record, fraud claim is not time-barred." Good. Need be cautious: The fraud claim must be "filed within three years after discovery of facts constituting fraud." If facts discovered Dec20 2022, the ordinary deadline is Dec20 2025, not Dec20 2022+3? yes. +120 = Apr19 2026. Good. Need maybe "exact report-delivery date at which May2 complaint changes from untimely to timely" is for professional-negligence, not fraud. We can state "For the professional-negligence claim..." Good. Let's perhaps include "the absence of evidence of receipt means Fathom cannot carry its burden; the board minutes alone make the professional-negligence claim potentially timely." Good. Need maybe "other concrete course" include "serve a Rule 26(f) discovery plan? Not necessary. But 'targeted discovery' and 'preserve limitations defense in answer'." Potential final answer: ``` Should Fathom move now? No. Fathom has the initial burden to establish apparent untimeliness. The current record shows the board had the report by Jan. 10, 2023, so there is a genuine factual dispute about receipt date. A motion now would be premature and likely denied. Seek discovery. ``` Good. Let's prepare final answer now. Ensure final doesn't mention internal. Use "December 20, 2022 report" not Exhibit 2? okay. Let's produce final.