## Bottom line - **The September 14, 2022 finance email does not start the professional-negligence limitations period.** It reflects only a mismatch and a speculative possible cause; it does not identify actual data loss or connect that loss to Fathom’s work. - **The only exhibit-supported discovery window for the professional-negligence claim is December 20, 2022 through January 10, 2023.** - Earliest: the forensic report is dated **December 20, 2022**. - Latest: the board minutes show the board had reviewed the forensic report by **January 10, 2023**. - **The two-year professional-negligence deadlines at the two ends of that range are:** - If discovery occurred **December 20, 2022**: two-year deadline **December 20, 2024**. - If discovery occurred **January 10, 2023**: two-year deadline **January 10, 2025**. - **The 120-day tolling agreement applies to both ends of the supported range**, because both possible two-year deadlines—December 20, 2024 and January 10, 2025—were still unexpired on **November 1, 2024**. - December 20, 2024 + 120 days = **April 19, 2025**. - January 10, 2025 + 120 days = **May 10, 2025**. - **The May 2, 2025 complaint is timely as to professional negligence if and only if Quarry Ridge received the forensic report on or after January 2, 2023.** - If receipt occurred **January 1, 2023**, the adjusted deadline is **May 1, 2025**, so the May 2 filing is one day late. - If receipt occurred **January 2, 2023**, the adjusted deadline is **May 2, 2025**, so the filing is timely. - The exact pivot date is therefore **January 2, 2023**. - **The contract claim is timely.** Taking the complaint’s alleged breach date of August 15, 2021, the four-year contract deadline is **August 15, 2025**. The May 2, 2025 filing is well within that period. Tolling would extend it further, but tolling is not needed. - **The fraud claim is timely on the present record.** Even using the earliest supported discovery date from the forensic report, December 20, 2022, the three-year fraud deadline would be **December 20, 2025**, or later after tolling. The May 2, 2025 filing is within that period. - **The one missing fact Fathom must obtain before deciding whether to move for judgment on limitations is the exact date Quarry Ridge received the forensic report.** Equivalently, Fathom needs to know whether receipt occurred **before or after January 2, 2023**. - **Concrete course:** Fathom should **not move for judgment on limitations now**. It should seek **targeted discovery** to fix the report-receipt date—especially the forensic accountant’s delivery email, portal-access metadata, or Quarry Ridge’s receipt log. Once that date is known: - If receipt was **before January 2, 2023**, move for judgment on limitations **as to the professional-negligence claim only**. - If receipt was **on or after January 2, 2023**, do not move on limitations as to professional negligence; the claim is timely on the current analysis. --- # 1. The September 14, 2022 email does not start discovery The September 14 email says: > “The 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.” Under the supplied standard, the professional-negligence limitations period begins when the claimant discovered, or through reasonable diligence should have discovered, **both**: 1. an **actual injury**, and 2. a **factual connection** between that injury and the defendant’s work. The September 14 email fails both requirements. ### No actual injury The email states only that the old and new receivable totals do not match. A mismatch in totals is not the same as knowing that records were actually lost or overwritten. The email expressly says Quarry Ridge “do[es] not yet know whether records are actually gone.” That is not a known actual injury. It is, at most, an anomaly requiring investigation. ### No factual connection to Fathom The email attributes the mismatch to two possibilities: - “our import setup,” or - “Fathom's mapping.” That is speculative. It does not identify facts showing that Fathom’s work caused any actual loss. Under Rule 2, “mere unsupported suspicion of a problem, without facts connecting actual injury to the defendant, is insufficient.” ### Conclusion on Exhibit 1 The September 14 email does **not** start the two-year professional-negligence limitations period. It may be relevant background, but it cannot be used as the discovery date. --- # 2. Earliest and latest discovery dates supported by Exhibits 2 and 3 ## Exhibit 2: forensic report dated December 20, 2022 The forensic accountant’s report concluded that: - 11,400 historical invoice lines had been overwritten; - Fathom’s migration map caused the loss; - probable collection loss was $2.4 million. Under Rule 3, a reliable technical report identifying data loss and attributing it to the defendant ordinarily starts the discovery period when the claimant receives the report. The report is reliable and sufficient for limitations purposes under the supplied standard. It identifies actual injury—overwritten invoice lines—and attributes that injury to Fathom’s migration work. The quantification is helpful, but under Rule 2 final quantification is not required. The report is dated **December 20, 2022**. The problem is that the produced copy has no transmittal email, download log, or received stamp. So the record does not show when Quarry Ridge actually received it. ## Exhibit 3: board minutes dated January 10, 2023 The January 10, 2023 board minutes state: > “The board reviewed the forensic report attributing the overwrite to Fathom and authorized a claim.” That establishes that, by **January 10, 2023**, the board had reviewed the forensic report. Therefore, Quarry Ridge could not have first discovered the report after January 10, 2023. ## Resulting discovery range The exhibits support the following range: | Date | Basis | |---|---| | **Earliest possible discovery date:** December 20, 2022 | The forensic report is dated December 20, 2022. It could not have been received before it was created, and December 20 is the earliest date supported by the record. | | **Latest possible discovery date:** January 10, 2023 | The board minutes show the board reviewed the report by January 10, 2023. | One could argue that the board must have received the report slightly before the January 10 meeting, but for limitations purposes the safe outer bound from the record is **January 10, 2023**. That does not change the dispositive January 2, 2023 pivot. --- # 3. Two-year professional-negligence deadlines before tolling The professional-negligence limitations period is two years after discovery. Using the two ends of the supported discovery range: | Assumed discovery/receipt date | Two-year deadline | |---|---:| | December 20, 2022 | December 20, 2024 | | January 10, 2023 | January 10, 2025 | So, before tolling, the possible professional-negligence deadlines are: > **December 20, 2024 through January 10, 2025.** --- # 4. Effect of the 120-day tolling agreement ## Terms of the tolling agreement Exhibit 4 provides that: - every limitations period still unexpired on **November 1, 2024** would be suspended for **120 calendar days**; - the agreement expired **February 28, 2025**; - it did not revive expired claims. ## Did the agreement begin before either possible professional-negligence deadline expired? Yes. The two possible pre-tolling deadlines are: - December 20, 2024; - January 10, 2025. Both were still unexpired on **November 1, 2024**. Therefore, the tolling agreement applies to both ends of the supported professional-negligence range. It does not matter that the agreement expired February 28, 2025. Under Rule 7, the adjusted deadline is the original deadline plus the suspended days. The expiration of the tolling agreement ends the suspension; it does not create a new deadline or cap the adjusted deadline at February 28, 2025. ## Adjusted professional-negligence deadlines | Assumed discovery/receipt date | Two-year deadline | Plus 120 days | Adjusted deadline | |---|---:|---:|---:| | December 20, 2022 | December 20, 2024 | + 120 days | **April 19, 2025** | | January 10, 2023 | January 10, 2025 | + 120 days | **May 10, 2025** | So the exhibit-supported range of adjusted professional-negligence deadlines is: > **April 19, 2025 through May 10, 2025.** The May 2, 2025 complaint falls inside that range: it is after April 19, 2025, but before May 10, 2025. Therefore, the case turns on the exact report-receipt date. --- # 5. The exact report-delivery/receipt date at which the May 2, 2025 complaint changes from untimely to timely Under Rule 3, the controlling event is when Quarry Ridge **received** the report. The report’s date alone is not enough. For any receipt date **R** in the supported range, the adjusted deadline is: > **R + 2 years + 120 days** The complaint was filed on **May 2, 2025**. We need the latest original deadline that still makes May 2, 2025 timely after tolling: > May 2, 2025 − 120 days = **January 2, 2025** Therefore, the two-year deadline must be on or after **January 2, 2025**. Working backward two years: > January 2, 2025 − 2 years = **January 2, 2023** So the pivot date is: > **January 2, 2023.** ## Verification table | Assumed receipt date | Two-year deadline | + 120 days | May 2, 2025 filing | |---|---:|---:|---| | December 20, 2022 | December 20, 2024 | April 19, 2025 | Untimely | | December 31, 2022 | December 31, 2024 | April 30, 2025 | Untimely | | January 1, 2023 | January 1, 2025 | May 1, 2025 | Untimely by one day | | **January 2, 2023** | **January 2, 2025** | **May 2, 2025** | **Timely** | | January 10, 2023 | January 10, 2025 | May 10, 2025 | Timely | Because filing on the adjusted deadline is timely under Rule 7, a receipt date of **January 2, 2023** makes the May 2, 2025 complaint timely. A receipt date of **January 1, 2023** makes the adjusted deadline **May 1, 2025**, so the May 2 filing is untimely. --- # 6. Timeliness of the contract claim The contract claim must be filed within four years after breach, regardless of later discovery. The complaint alleges breach on **August 15, 2021**. Four years after August 15, 2021 is: > **August 15, 2025.** The complaint was filed on **May 2, 2025**. Therefore, the contract claim is timely on the present record. If the contract limitations period was still unexpired on November 1, 2024, the tolling agreement would add 120 days, producing an even later deadline: > August 15, 2025 + 120 days = **December 13, 2025**. But that calculation is not necessary. The contract claim is timely even without tolling. --- # 7. Timeliness of the fraud claim on the present record The fraud claim must be filed within three years after discovery of facts constituting the alleged fraud. 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**, not mere error. ## The September 14 email is not enough for fraud discovery The September 14 email shows a mismatch and speculation that the problem “may be our import setup or Fathom's mapping.” Even assuming Fathom had told Quarry Ridge the mismatch was temporary, that would not have given Quarry Ridge facts indicating that Fathom’s assurance was false rather than mistaken. At that point, Quarry Ridge did not know: - whether records were actually gone; - whether the loss was permanent; - whether Fathom’s work caused the loss; or - whether Fathom knowingly misrepresented the situation. That is not enough under the supplied fraud standard. ## The forensic report is the earliest exhibit-supported fraud-discovery point The forensic report identifies permanent loss and attributes it to Fathom’s migration work. If Fathom had previously said the mismatch was temporary, the report may supply facts indicating that the statement was false. But even taking the earliest possible report date—December 20, 2022—the fraud limitations period would run three years to: > **December 20, 2025.** That is after the May 2, 2025 filing. If fraud discovery occurred on the latest supported date, January 10, 2023, the fraud deadline would be: > **January 10, 2026.** That is also after May 2, 2025. The tolling agreement would extend those deadlines further, but tolling is not needed to show timeliness. ## Conclusion on fraud On the present record, the fraud claim is timely. Fathom could challenge the fraud claim on limitations only if it could show that Quarry Ridge earlier possessed facts indicating falsity of Fathom’s assurances, not merely a mismatch or suspicion. The five exhibits do not provide that. --- # 8. The specific missing fact and evidence Fathom must demand The dispositive missing fact is: > **The exact calendar date on which Quarry Ridge received the forensic report, or otherwise first learned of its substance.** Equivalently, Fathom needs to know whether Quarry Ridge received the report: - **before January 2, 2023**, which would make the professional-negligence claim untimely, or - **on or after January 2, 2023**, which would make the professional-negligence claim timely. Quarry Ridge’s counsel has said delivery occurred “after the holidays,” but that does not resolve the issue. Depending on what “after the holidays” means, the date could be December 26, 2022 through January 1, 2023—untimely—or January 2, 2023 or later—timely. ## Evidence to demand Fathom should seek targeted evidence showing the exact receipt date. The most direct categories are: 1. **The forensic accountant’s transmittal or delivery email** to Quarry Ridge, showing the date, time, and recipients. 2. **Secure-portal or document-management metadata**, showing when the report was first downloaded, opened, viewed, or accessed by Quarry Ridge personnel. 3. **Quarry Ridge’s internal receipt records**, including: - received-stamp documentation; - email showing first delivery to a Quarry Ridge employee; - document-control logs; - board or management distribution records. 4. **A sworn declaration from the person who first received the report**, identifying: - the date it was received; - how it was received; - when it was first forwarded to decision-makers; - when it was first discussed internally. The forensic accountant’s delivery email or portal-access metadata is especially important because Fathom’s production contains the report body but not the delivery evidence. --- # 9. Should Fathom move now, seek targeted discovery, or take another course? ## Fathom should not move for judgment on limitations now The record does not currently contain the dispositive fact. Fathom’s initial burden is to establish apparent untimeliness. On the present record, Fathom cannot do that as to the professional-negligence claim because: - the report is dated December 20, 2022, but Rule 3 requires receipt, not merely the report date; - the board minutes show receipt no later than January 10, 2023; - if receipt was January 2, 2023 or later, the professional-negligence claim is timely after tolling; - Fathom does not yet have evidence fixing the receipt date before or after the January 2, 2023 pivot. A limitations motion filed now would likely be premature and vulnerable to denial. ## Fathom should seek targeted discovery first The correct next step is to obtain the exact report-receipt date. Fathom should issue a targeted discovery request, and if necessary a motion to compel, seeking the forensic accountant’s delivery email, portal metadata, or Quarry Ridge’s receipt log. It should also consider requesting a short sworn declaration from Quarry Ridge identifying the date it received the report. This is narrow, non-oppressive discovery aimed at a single limitations issue. ## After obtaining the date, Fathom should act conditionally ### If receipt occurred before January 2, 2023 Fathom should move for judgment on limitations **as to the professional-negligence claim**. Even with the 120-day tolling agreement, the adjusted deadline would fall before May 2, 2025. Example: - Receipt December 31, 2022 → two-year deadline December 31, 2024 → adjusted deadline April 30, 2025 → May 2, 2025 filing untimely. - Receipt January 1, 2023 → two-year deadline January 1, 2025 → adjusted deadline May 1, 2025 → May 2, 2025 filing untimely. Fathom should not move on the contract or fraud claims based on limitations, because those claims are timely on the present record. ### If receipt occurred on or after January 2, 2023 Fathom should not move for judgment on limitations as to the professional-negligence claim. Example: - Receipt January 2, 2023 → two-year deadline January 2, 2025 → adjusted deadline May 2, 2025 → May 2, 2025 filing timely. - Receipt January 10, 2023 → two-year deadline January 10, 2025 → adjusted deadline May 10, 2025 → May 2, 2025 filing timely. In that case, Fathom’s limitations defense fails on the current record, and it should consider other defenses or merits-based arguments. --- # Final recommendation Fathom should: 1. **Not file a limitations motion now.** 2. **Demand the exact report-receipt date** through targeted discovery, especially the forensic accountant’s delivery email, portal-access metadata, or Quarry Ridge’s receipt logs. 3. **If the receipt date is before January 2, 2023**, move for judgment on limitations as to the professional-negligence claim only. 4. **If the receipt date is on or after January 2, 2023**, do not move on limitations as to professional negligence; the claim is timely under the supplied rules and exhibits. 5. **Do not pursue limitations dismissal of the contract or fraud claims on the present record**, because both are timely.