United States District Court

for the District of New Hampshire

Dynamic Network Services, Inc.

Plaintiff

vs. No. 06-cv-37-

Timothy 1. Wilde

Defendant

Discoverv Plan

Fed. R. Civ. P. Rule 26(0 and LR 26.

DA TE/PLACE OF On May 2, 2006, counsel for the Plaintiff and the Defendant

conducted a planning meeting pursuant to Fed. R. Civ. P. , Rule 26(f) and Local Rule 26. , bye-mail

and telephone.

COUNSEL PRESENT/REPRESENTING:

F or the Plaintiff: Christopher Cole, Esquire

For the Defendant: Lawrence M. Edelman, Esquire

CASE SUMMARY

THEORY OF LIABILITY: The Plaintiff alleges that the Defendant and the Plaintiff reached an

agreement under which the Defendant agreed to sell his shares in the Company to the Company for

significant consideration; that the Defendant thereafter materially breached this agreement by

refusing to consummate the deal reached between the Plaintiff and the Defendant. 

the Plaintiff and the Defendant reached an agreement under which the Defendant at least had to

negotiate in good faith toward an agreement that included the terms and conditions negotiated

agreed upon and expressly contemplated by the parties in their negotiations in December 2005 and

Case 1:06-cv-00037-JM Document 12 Filed 05/03/06 Page 1 of 6
January 2006. The Defendant similarly breached that obligation by refusing to either carry out the

terms of the repurchase agreement or by refusing to continue to negotiate a more formal agreement

in good faith.

THEORY OF DEFENSE: The Defendant states that no contract, whether express or implied in

fact or law, to redeem the Defendant's shares of Dynamic Network Services , Inc. stock was ever

formed. Further, no "agreement to agree" would be supported by the facts of this case or, for that

matter, recognized under New Hampshire law. The 

under Delaware law, the redemption of the Defendant's shares , or a contract to so redeem, was

subject to certain specified conditions precedent, none of which took place or was 

the Plaintiff's claim is barred , as it is wrongfully instigated by minority shareholders who are wasting

corporate assets and are intent on advancing their own interests, not those of the corporation.

DAMAGES: The Plaintiff seeks specific performance of the Agreement it states was reached by

the parties, and, in the alternative, seeks all compensatory damages relating to the Defendant's

breach, as alleged.

DEMAND: N/A; the Plaintiff seeks performance of the agreement it states was reached by the

parties.

OFFER: August 1 2006

JURISDICTIONAL QUESTIONS: None.

QUESTIONS OF LAW: The parties do not anticipate any particular questions oflaw, but reserve

the right to raise such issues that may arise and to submit appropriate pleadings and supporting

memoranda of law thereon.

TYPE OF TRIAL: Bench trial.

DISCOVERY

Case 1:06-cv-00037-JM Document 12 Filed 05/03/06 Page 2 of 6
TRACK ASSIGNMENT: The parties agree that this is a hybrid standard/expedited track case

with trial to be scheduled about nine (9) months from the May 23 , 2006 Preliminary Pretrial

Conference.

DISCOVERY NEEDED: Discovery will be needed on issues ofliability, equitable relief and

damages.

MANDATORY DISCLOSURES (Fed. R. Civ. P. 26(a)(I)): The parties have agreed not to

require Rule 26( a)( 

COMPLETION OF DISCOVERY:

(1 ) Date All Discovery Complete: January L 2007

(2) Issues for Early Discovery: None

INTERROGA TORIES:

The maximum number of interrogatories by each party to the other shall be fifty (50).

Responses shall be due 30 days after service unless otherwise agreed to pursuant to Fed. R. Civ. P.

29.

REQUESTS FOR ADMISSION:

The maximum number of requests for admission by each party to the other shall be 

Responses shall be due 30 days after service unless otherwise agreed to pursuant to Fed. R. Civ. P.

29.

DEPOSITIONS:

A maximum of eight (8) depositions by Plaintiff and eight (8) depositions by Defendant

unless otherwise agreed to pursuant to Fed. R. Civ. P. 29. , except for those of the

present shareholders of Dynamic Network Services, Inc. , shall be limited to a maximum of eight (8)

hours unless extended by agreement of the parties.

Case 1:06-cv-00037-JM Document 12 Filed 05/03/06 Page 3 of 6
DA TES OF DISCLOSURE OF EXPERTS AND 

SUPPLEMENTATIONS:

The parties agree to the same form of expert report as is specified , Rule

26(a)(2):

Plaintiff: July 15 , 2006

(Supplementation: October L 2006

Defendant: September 1 , 2006

(Supplementation: November L 2006

CHALLENGES TO EXPERT TESTIMONY:

Plaintiff: December 1 , 2006 Defendant: December 1 , 2006

OTHER ITEMS

JOINDER OF ADDITIONAL PARTIES:

Plaintiff: June 1 , 2006 Defendant: August 1 , 2006

THIRD PARTY ACTIONS: August L 2006

AMENDMENT OF PLEADINGS:

Plaintiff: June 15 2006 Defendant: August 15 2006

DISPOSITIVE MOTIONS:

To Dismiss: July 15 , 2006

For Summary Judgment: October 15 , 2007

SETTLEMENT POSSIBILITIES: Settlement possibilities cannot be evaluated prior to October

L 2006

JOINT STATEMENT RE MEDIATION: Mediation shall occur not later than December 15

2006.

WITNESSES AND EXHIBITS:

Case 1:06-cv-00037-JM Document 12 Filed 05/03/06 Page 4 of 6
Ten (10) days before final pretrial conference but not less than 30 days before trial for lists

(included in final pretrial statements) and 14 days after filing of final pretrial statement for objections

- set by Clerk' s Notice of Trial Assignment.

TRIAL ESTIMATE: 4 days.

TRIAL DATE: Two-week trial period beginning February 21 2007.

PRELIMINARY PRETRIAL CONFERENCE: The parties do not request a preliminary pretrial

conference with the Court before entry of the scheduling order.

OTHER MATTERS

None.

Respectfully submitted

Dynamic Network Services, Inc.

By its attorneys

Sheehan Phinney Bass + Green P A

Date: May 2006 By: /s/ Christopher Cole

Christopher Cole

H. Bar No. 8725

1000 Elm Street

O. Box 3701

Manchester, NH 03105

(603) 668-0300

e-mail: ccole~sheehan. com

Case 1:06-cv-00037-JM Document 12 Filed 05/03/06 Page 5 of 6
Timothy J. Wilde

By his attorneys

Pierce Atwood LLP

Date: May 2006 By: /s/ Lawrence M. Edelman

Lawrence M. Edelman

H. BarNo. 738

Pease International Tradeport

One New Hampshire Avenue

Suite 350

Portsmouth, NH 03801

(603) 433-6300

e-mail: ledelman~pierceatwood. com

Case 1:06-cv-00037-JM Document 12 Filed 05/03/06 Page 6 of 6