# Question 63: The Migration Claim Across Five Exhibits

## Your role

You represent Fathom Data Services, which has been sued by Quarry Ridge Supply over a failed records migration. 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.

## Governing law

Assume the following limitations rules apply:

1. A professional-negligence claim must be filed within two years after the claimant discovered, or through reasonable diligence should have discovered, both an actual injury and a factual connection between the injury and the defendant's work.

2. 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.

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.

4. A contract claim must be filed within four years after breach, regardless of later discovery.

5. 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.

6. A written tolling agreement suspends an unexpired limitations period for the exact number of calendar days stated. It does not revive a period that expired before tolling began.

7. 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.

8. The defendant bears the initial burden to establish apparent untimeliness. The claimant bears the burden of proving delayed discovery or tolling once the ordinary period appears to have expired.

## Exhibits

**Exhibit 1, September 14, 2022 finance email**

Quarry Ridge's controller wrote:

> “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.”

**Exhibit 2, technical report dated December 20, 2022**

An outside forensic accountant concluded that 11,400 historical invoice lines had been overwritten and that Fathom's migration map caused the loss. The report quantified probable collection loss at $2.4 million. The copy produced in discovery contains no transmittal email, download log, or received stamp.

**Exhibit 3, January 10, 2023 board minutes**

The minutes state:

> “The board reviewed the forensic report attributing the overwrite to Fathom and authorized a claim.”

**Exhibit 4, tolling agreement**

Fathom and Quarry Ridge agreed that every limitations period still unexpired on November 1, 2024 would be suspended for 120 calendar days. The agreement expired February 28, 2025 and expressly did not revive expired claims.

**Exhibit 5, complaint**

Quarry Ridge filed professional-negligence, contract, and fraud claims on May 2, 2025. It alleges the migration breach occurred on August 15, 2021 and that Fathom repeatedly said the mismatch was temporary until the forensic report established permanent loss.

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.

## Assignment

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.

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