**MEMORANDUM** **TO:** Fathom Data Services Litigation Team **FROM:** Outside Counsel (Limitations Analysis) **DATE:** October 26, 2025 **RE:** *Quarry Ridge Supply v. Fathom Data Services* — Statute of Limitations Analysis and Strategy ### I. Executive Summary The timeliness of Quarry Ridge’s professional-negligence claim is contingent on the exact date Quarry Ridge received the December 20, 2022 forensic report. Based on current records, that date falls within a range where the claim could be either timely or untimely due to the interaction between the discovery rule and the tolling agreement. The contract claim appears clearly timely; the fraud claim requires further factual development regarding intent but is likely secondary to the negligence defense. Fathom should **not move for judgment on limitations immediately**. We require targeted discovery to pin down the specific delivery date of the forensic report. A motion now risks denial based on a genuine dispute of material fact regarding "after the holidays." Once the exact date is secured, if it predates January 2, 2023, we can file a dispositive motion. --- ### II. Analysis of Limitations Claims #### 1. Professional Negligence Claim (Primary Defense Target) * **Governing Rule:** Two years from discovery of actual injury and factual connection to defendant’s work (Rule 1). * **Exhibit 1 (September 14, 2022 Email):** * **Analysis:** The Controller states they "do not yet know whether records are actually gone." * **Conclusion:** This does **not** start the limitations clock. Under Rule 2, mere suspicion ("may be our import setup or Fathom's mapping") without knowledge of actual injury is insufficient. * **Exhibit 2 & 3 (Technical Report and Board Minutes):** * **Discovery Trigger:** Rule 3 states a reliable technical report attributing loss to the defendant starts the period upon receipt. * **Earliest Possible Receipt:** December 20, 2022 (Report Date). * **Latest Known Possession:** January 10, 2023 (Board Minutes state report was reviewed on this date). * **Plaintiff’s Counsel Statement:** "After the holidays" (implies post-December 25/26, narrowing range to Dec 27–Jan 10). * **Discovery Date Range:** December 27, 2022 – January 10, 2023. **The Pivot Calculation:** To determine the filing deadline, we must apply the tolling agreement (Rule 6 & 7). * **Tolling Agreement:** Suspends unexpired periods as of November 1, 2024, for 120 days. * **Filing Date:** May 2, 2025. **Scenario A: Earliest Receipt (December 27, 2022)** 1. Base Deadline: Dec 27, 2024. 2. Tolling Status on Nov 1, 2024: Unexpired. Suspension applies. 3. Adjusted Deadline: Dec 27, 2024 + 120 days = **April 26, 2025**. 4. Filing Date (May 2, 2025): **Untimely.** **Scenario B: Latest Receipt (January 10, 2023)** 1. Base Deadline: Jan 10, 2025. 2. Tolling Status on Nov 1, 2024: Unexpired. Suspension applies. 3. Adjusted Deadline: Jan 10, 2025 + 120 days = **May 9, 2025**. 4. Filing Date (May 2, 2025): **Timely.** **Critical Threshold:** For the May 2, 2025 filing to be timely, the Adjusted Deadline must be May 2, 2025 or later. * Target Original Deadline = May 2, 2025 minus 120 days = **January 2, 2025**. * Corresponding Discovery Date = January 2, 2025 minus 2 years = **January 2, 2023**. * **Conclusion:** If Quarry Ridge received the report on or before **January 1, 2023**, the negligence claim is barred. If they received it on or after **January 2, 2023**, the negligence claim is timely. #### 2. Contract Claim * **Governing Rule:** Four years after breach (Rule 4). Discovery does not extend this period. * **Breach Date:** August 15, 2021 (per Complaint). * **Deadline:** August 15, 2025. * **Filing Date:** May 2, 2025. * **Conclusion:** **Timely.** The tolling agreement is irrelevant here as the period had not expired on November 1, 2024 anyway, and Rule 4 precludes discovery extensions. Fathom will likely defend this on merits rather than limitations. #### 3. Fraud Claim * **Governing Rule:** Three years after discovery of fraud facts (Rule 5). * **Analysis:** Plaintiff alleges Fathom assured them the mismatch was temporary until the report proved permanent loss. * If the "fraud" is knowing concealment, the clock likely starts when they possessed facts indicating falsity (likely upon receipt of the Dec/Jan Report). * Assuming discovery aligns with Negligence (Jan 2023), the Fraud deadline would be ~January 2026. * Rule 5 requires "facts indicating falsity rather than mere error." The Sep 14 email is insufficient for fraud; however, if they knew Fathom was lying in late 2022 but filed in May 2025, it could be barred. * **Conclusion:** Likely **Timely** on the present record, provided the specific "knowledge of falsity" dates align with the report receipt date (Jan 2023) rather than an earlier date. However, Fraud is less certain than Negligence. Our primary defense must secure dismissal of Negligence first. --- ### III. The Missing Fact **The Specific Evidence to Demand:** We must obtain **conclusive proof of the delivery/receipt date of the December 20, 2022 Technical Report.** Currently, Exhibit 2 contains no transmittal email or portal log (per the prompt's description). Plaintiff counsel has offered a vague verbal estimate ("after the holidays"). This is insufficient to satisfy Rule 8 (Claimant's burden of proving delayed discovery) nor sufficient for us to prove apparent untimeliness. We need: 1. **Transmittal Email:** From the forensic accountant to Quarry Ridge. 2. **Portal Metadata:** Login or download logs showing access by a Quarry Ridge representative. 3. **Correspondence:** Any acknowledgement of receipt between December 20, 2022, and January 10, 2023. **Why this is critical:** The window between "after the holidays" (Dec 27+) and the Board Minutes (Jan 10) spans exactly across our Jan 2 deadline cutoff. We cannot decide on a motion without knowing if delivery was **Dec 27–Jan 1** (Barred) or **Jan 2–Jan 10** (Timely). --- ### IV. Strategic Recommendation **Do NOT move for judgment on limitations immediately.** If Fathom moves now: 1. Plaintiff will cite the Board Minutes (Jan 10, 2023) to prove they didn't have the report until January. 2. They may argue "after the holidays" implies Jan 1 or Jan 2 specifically. 3. The Court will likely deny the motion, ruling there is a genuine dispute of material fact regarding the receipt date. **Proposed Course of Action:** 1. **File a Request for Production (RFP):** Demand all delivery logs, email chains, and portal access records regarding the December 20, 2022 Report specifically between Dec 26, 2022, and Jan 10, 2023. 2. **Subpoena the Forensic Accountant:** Depose the author of Exhibit 2 to confirm exactly when and how they delivered the report. 3. **Decision Point:** * **If Evidence Shows Receipt $\le$ Jan 1, 2023:** File Motion for Judgment on Limitations immediately (Professional Negligence only). * **If Evidence Shows Receipt $\ge$ Jan 2, 2023:** Abandon the limitations defense on Negligence. Pivot to substantive defenses on Merits or Fraud specificities (knowledge of falsity date), as the claim is likely procedurally valid. By securing the delivery date first, we convert this from a speculative motion to a dispositive one supported by evidence that meets our burden under Rule 8.