Contract analysis

I. DEPOSITION OBJECTIVES The deposition of Victor Haddon, Senior Vice President of Claims at Ironclad Indemnity Corporation ("Ironclad"), is a critical component of our discovery plan in Verimark Hospitality Group Inc. v. Ironclad Indemnity Corp. et al. The primary objectives of this deposition are as follows:

1. Establish Haddon's Personal Involvement. We must comprehensively establish the scope and depth of Haddon's personal involvement in the claims-handling process for Verimark Hospitality Group's ("VHG") Hurricane Callista claim, beginning with initial notice of loss on September 22, 2022 and continuing through the issuance of the formal denial letter on February 3, 2023. Haddon's direct role in every material decisio

2. Windstorm Sub-Limit Admissions. We must obtain admissions from Haddon regarding the absence of a finalized endorsement reflecting the $15 million named-windstorm sub-limit in the 2022 renewal policy (Policy No. IIC-PRP-2022-07541). This is the single most important coverage issue in the case, and Haddon's admissions—or evasions—regarding whether the sub-limit was properly included in the renewal policy will be dis

3. Internal Contradictions in the Claims Evaluation. We must explore Ironclad's internal claims evaluation, including any internal memoranda, reserve analyses, coverage opinions, or correspondence that contradict or undermine the bases stated in the formal denial. If Ironclad's own personnel, adjusters, or internal counsel questioned the viability of any of the four denial grounds, those contradictions must be elicit

4. Probe Each Denial Ground in Detail. The February 3, 2023 denial letter rests on four separate grounds: (1) the named-windstorm sub-limit; (2) the period of restoration; (3) the concurrent causation / flood exclusion; and (4) failure to mitigate. Haddon must be questioned in granular detail regarding the factual and legal basis for each ground, the evidence upon which Ironclad relied, and whether reasonable claims-

5. Arbor Claims Relationship and Directives. We must examine Haddon's communications with and directives to Arbor Claims Services LLC, particularly Denise Whitford, the independent adjuster retained by Ironclad to investigate the claim. Any evidence that Haddon steered, influenced, or overrode Arbor Claims' independent findings will be central to our bad-faith theory.

6. Excess Carrier Coordination. We must identify all communications between Ironclad and the three excess carriers—Pinnacle Surplus Lines Inc. (excess layer, $25M–$40M), Montclair Assurance Company ($40M–$50M), and Sovereign Re Ltd. ($50M–$60M)—regarding the VHG claim. Coordination of denial strategy among the carriers would strengthen our claim that the denial was the product of a concerted strategy rather than an i

7. Investigation of the Sub-Limit Deletion. We must determine whether Ironclad conducted any independent investigation of the windstorm sub-limit deletion during the claims process—specifically, whether Haddon or anyone in claims consulted with Ironclad's underwriting department—or whether Ironclad simply relied on the policy form as issued, without verifying that the form accurately reflected the agreed-upon terms.

8. Foundation for Bad-Faith Claims. We must lay the evidentiary foundation for VHG's bad-faith claims under Florida Statutes § 624.155 by establishing that Ironclad lacked a reasonable basis for the denial, failed to properly investigate the claim, and disregarded evidence favorable to coverage. Haddon is the key fact witness for this purpose, as the senior claims officer with ultimate authority over the denial decis

9. Loss Quantum Acknowledgments. We must pin down Haddon's understanding of VHG's loss quantum and determine whether Ironclad internally acknowledged that the losses exceeded the total tower of $60 million. If Ironclad's internal analyses recognized that the claimed losses were legitimate and substantial, the decision to deny coverage in its entirety becomes significantly more difficult to defend as reasonable.

II. BACKGROUND AND QUALIFICATIONS OF WITNESS A. Professional Background The initial portion of the deposition should establish Haddon's qualifications and professional history to demonstrate that he is a highly experienced insurance claims professional who cannot claim ignorance of industry standards or Florida-specific claims-handling obligations. Examination points: • State your full legal name for the record. • Wh

III. VHG CLAIM — INITIAL INVOLVEMENT AND NOTICE OF LOSS A. First Knowledge of the Claim This section establishes the timeline of Haddon's personal involvement from the earliest stages of the claim, which is critical to our argument that Ironclad's claims-handling decisions were made with Haddon's direct knowledge and approval throughout the process. Examination points: • When did you first become aware of the VHG Hur

IV. RESERVATION OF RIGHTS LETTER — OCTOBER 12, 2022 A. Drafting and Issuance The reservation of rights letter is the first formal written communication from Ironclad to VHG identifying potential coverage defenses. Its contents, the process by which it was drafted, and the involvement of outside counsel are all significant. Examination points: • I am going to direct your attention to what has been marked as Exhibit 2,

V. THE WINDSTORM SUB-LIMIT ISSUE — DEEP DIVE NOTE TO EXAMINING ATTORNEY: This is the highest-priority topic. Allocate 90 minutes. Press for specifics and do not accept vague or evasive answers. Pin down exactly what Haddon knew, when he knew it, and what he did or failed to do to investigate the sub-limit issue. A. Policy Language and Endorsements Examination points: • I am going to direct your attention to what has

VI. FORMAL COVERAGE DENIAL — FEBRUARY 3, 2023 A. Decision-Making Process Examination points: • I am going to direct your attention to what has been marked as Exhibit 5, Ironclad's formal denial letter dated February 3, 2023. Do you recognize this document? • Who made the decision to issue the formal denial of VHG's Hurricane Callista claim? • Was the decision made by you alone, or did it require approval from a super

1. Named Windstorm Sub-Limit ($15M) • This issue was covered extensively in Section V above. Cross-reference that testimony here. • At the time of the denial on February 3, 2023, had you reviewed the underwriting file for the July 2022 renewal? • At the time of the denial, had you spoken with anyone in Ironclad's underwriting department about whether the named-windstorm sub-limit was deleted as part of the renewal? •

2. Period of Restoration Examination points: • What is Ironclad's position on the appropriate period of restoration for each of the three VHG properties? • Let's take each property in turn. • Grand Key Resort (Marathon, FL): VHG contends that the Grand Key Resort was fully closed from September 18, 2022 through March 15, 2023, a period of 178 days. Does Ironclad dispute this timeline? • What does Ironclad contend the

3. Concurrent Causation / Flood Exclusion Examination points: • Which specific VHG property or properties does Ironclad contend sustained flood or storm-surge damage that triggers the flood exclusion? Anticipated answer: Grand Key Resort in Marathon, FL. • I am going to direct you to the flood exclusion provision in the policy. Please read the relevant language into the record. What does the flood exclusion provide?

4. Failure to Mitigate Examination points: • The denial letter cites VHG's alleged failure to mitigate its losses as a fourth ground for denial. What specific mitigation steps does Ironclad contend VHG failed to take? • During the claims-handling process, between September 22, 2022 and February 3, 2023, did Ironclad communicate to VHG what specific mitigation steps Ironclad expected VHG to take? • If Ironclad did not

VII. IRONCLAD'S RELATIONSHIP WITH ARBOR CLAIMS SERVICES LLC A. Scope of Engagement Examination points: • What was the scope of Arbor Claims Services LLC's engagement on the VHG claim? Please describe in detail what Arbor Claims was retained to do. • Was Arbor Claims asked to opine on coverage issues—such as the applicability of the windstorm sub-limit, the flood exclusion, or the period of restoration—or was their en

VIII. COMMUNICATIONS WITH EXCESS CARRIERS A. Notice to Excess Carriers Examination points: • When did Ironclad notify the excess carriers of the VHG Hurricane Callista claim? Specifically, when did Ironclad notify Pinnacle Surplus Lines Inc., Montclair Assurance Company, and Sovereign Re Ltd.? • What information was shared with the excess carriers at the time of initial notification? • Did Ironclad share its reservat

IX. VHG'S SWORN STATEMENT IN PROOF OF LOSS A. Receipt and Review Examination points: • I am going to direct your attention to what has been marked as Exhibit 4, VHG's sworn statement in proof of loss dated November 15, 2022. Do you recognize this document? • Did you personally receive and review VHG's sworn statement in proof of loss? • The proof of loss claims total business-interruption losses of $60 million across

X. BAD FAITH AND CLAIMS HANDLING A. Florida Claims-Handling Standards Examination points: • Are you familiar with Florida Statutes § 624.155, which provides a civil remedy for bad-faith insurance claims handling? • Describe your understanding of the obligations imposed on insurers by Florida Statutes § 624.155. • Are you familiar with the duty of good faith and fair dealing that an insurer owes to its insured under F

XI. DOCUMENT REQUESTS AND PRESERVATION A. Documents to Request at Deposition The following documents should be requested on the record during the deposition to the extent they have not already been produced in response to formal discovery. Even if previously requested, placing the request on the deposition record creates an additional basis for a motion to compel if the documents are withheld.

1. The complete claim file for the VHG Hurricane Callista claim, including all electronic and hard-copy documents contained therein.

2. All internal memoranda, emails, instant messages, text messages, and handwritten or typed notes regarding the VHG claim, from any Ironclad employee, officer, or director.

3. All coverage opinions—whether prepared by in-house counsel, in-house claims personnel, or outside counsel—prepared in connection with the VHG claim.

4. All communications between Haddon and any member of Ironclad's underwriting department regarding the named-windstorm sub-limit in VHG's 2022 renewal policy.

5. All communications between Haddon (or any Ironclad claims personnel) and Arbor Claims Services LLC and/or Denise Whitford, including engagement letters, instructions, reports, correspondence, emails, and notes of telephone conversations.

6. All communications between Haddon (or any Ironclad personnel) and any representative of the excess carriers—Pinnacle Surplus Lines Inc., Montclair Assurance Company, and Sovereign Re Ltd.—regarding the VHG claim.

7. All communications between Haddon (or any Ironclad personnel) and outside counsel at Fendowell Rourke & Stanton LLP regarding the VHG claim. (Note: Privilege will likely be asserted; see Section XI.B below.)

8. The complete reserve history for the VHG claim, including all reserve entries, adjustments, and the dates and reasons for each adjustment.

9. Ironclad's claims-handling guidelines, best practices manuals, standard operating procedures, and any training materials related to property and BI claims handling, catastrophe claims, or Florida-specific claims obligations.

10. Any presentations, reports, memoranda, or communications to Ironclad's board of directors, executive management team, or claims committee regarding the VHG claim. B. Privilege Issues The following privilege issues should be anticipated and addressed during the deposition: • Defense counsel will almost certainly assert attorney-client privilege and work-product protection for communications between Ironclad and it

XII. KEY EXHIBITS TO USE DURING DEPOSITION The following exhibits should be pre-marked and organized in a binder for use during the deposition. Each exhibit should be provided to the court reporter for formal marking at the time it is introduced during the examination. NOTE: Additional exhibits may be identified based on documents produced in discovery between the date of this outline (July 7, 2023) and the date of t

XIII. ANTICIPATED DEFENSE OBJECTIONS AND STRATEGIES A. Expected Objections Based on the subject matter of this deposition and the involvement of defense counsel from Fendowell Rourke & Stanton LLP, we anticipate the following objections and obstructive tactics:

1. Attorney-Client Privilege. Defense counsel will assert attorney-client privilege for all communications between Haddon (or any Ironclad representative) and Fendowell Rourke & Stanton LLP. This objection will likely be asserted for any question touching on legal advice received from outside counsel, the substance of coverage opinions prepared by outside counsel, and the drafting of the reservation of rights and den

2. Work-Product Doctrine. Defense counsel will invoke the work-product doctrine for any analyses, memoranda, or documents prepared in anticipation of litigation. This objection may be asserted broadly for any document created after Ironclad retained outside counsel or after VHG filed suit.

3. Instructions Not to Answer. Defense counsel may instruct the witness not to answer questions that call for disclosure of Ironclad's litigation strategy, mental impressions of counsel, or the substance of attorney-client communications. Under Florida's rules of civil procedure, instructions not to answer are generally limited to assertions of privilege or to prevent annoyance, embarrassment, or oppression.

4. Reserve Information. Defense counsel may object to questions about reserve amounts, asserting that reserve information is irrelevant, prejudicial, or protected under the work-product doctrine. The discoverability of reserve information in Florida is a contested issue that may require briefing. Florida courts have generally permitted discovery of reserve information in bad-faith actions, but the issue is not settle

1. Pre-Litigation vs. Post-Litigation Distinction. The examining attorney should carefully distinguish between pre-litigation claims handling (which is generally not protected by the attorney-client privilege or work-product doctrine) and post-litigation strategy. Claims-handling decisions made before the filing of suit—including the decision to deny the claim—are ordinarily subject to full discovery, even if counsel

2. Crime-Fraud Exception. If Ironclad's denial was made in bad faith—as VHG contends—the crime-fraud exception to the attorney-client privilege may apply. While we are unlikely to invoke this exception during the deposition itself, it should be noted in our post-deposition motion practice if defense counsel's privilege assertions prove overly broad.

3. Factual vs. Legal Questions. The examining attorney should frame questions to elicit factual information—what did Haddon do, what did he know, when did he know it, who did he communicate with, what documents did he review—rather than asking for legal conclusions or legal advice received. This approach minimizes the number of valid privilege objections and forces the witness to provide factual testimony that is not

4. Use of Documents Already in Evidence. Where the witness claims inability to recall or defense counsel asserts privilege, the examining attorney should use documents already produced in discovery to refresh the witness's recollection or to compel answers. If a document has already been produced without a privilege designation, it cannot subsequently be shielded from questioning at deposition.

5. Proffer and Preserve. For any question where defense counsel instructs the witness not to answer, the examining attorney should make a clear proffer on the record explaining the relevance of the question and why the assertion of privilege is improper. This preserves the issue for the court and creates a record supporting a motion to compel if needed.

XIV. CROSS-REFERENCE NOTES The testimony obtained from Victor Haddon at his July 10, 2023 deposition must be carefully compared and cross-referenced with the testimony of other witnesses to identify inconsistencies, admissions, and areas for further development. The following cross-references should be noted:

1. Denise Whitford (Arbor Claims Services LLC) — Deposition scheduled July 24, 2023. Whitford's testimony regarding her inspection findings, her recommended loss amounts, and her communications with Haddon and Ironclad should be compared directly with Haddon's testimony. Any inconsistencies between Haddon's characterization of Arbor Claims' findings and Whitford's own account of her findings and recommendations will

2. Franklin Orde (Tidewater Risk Advisors LLC) — Deposition scheduled August 28, 2023. Orde will testify from the broker's perspective regarding the July 2022 renewal negotiations and the deletion of the named-windstorm sub-limit. Haddon's testimony regarding his knowledge of (or failure to investigate) the underwriting negotiations should be compared with Orde's account of the discussions between Tidewater and Ironc

3. Sandra Pellegrini (VHG Vice President of Risk Management) — Deposition scheduled August 14, 2023. Pellegrini will address VHG's understanding of the sub-limit deletion and the premium negotiations. Her testimony should be coordinated with Haddon's to ensure a consistent narrative from the policyholder's perspective.

4. Expert Reports — Due September 15, 2023. Dr. Helen Vasquez of Meridian Forensic Economics (retained by VHG at $625/hour) will opine on VHG's business-interruption losses. Dr. Warren Birk of Graystone Consulting Group LLC (retained by Ironclad) will provide the defense's loss quantification. Haddon's testimony regarding Ironclad's internal loss quantification—or lack thereof—will directly inform the preparation of

XV. TIME ALLOCATION AND EXAMINATION ORDER The deposition of Victor Haddon is expected to consume a full day, with an estimated total examination time of six to seven hours. The following time allocation reflects the relative importance of each topic area and ensures that the most critical topics—particularly the windstorm sub-limit issue—receive adequate attention. NOTE: The time estimates above are guidelines. The e

XVI. POST-DEPOSITION ACTION ITEMS The following action items should be completed following the conclusion of the Haddon deposition:

1. Post-Deposition Summary and Key Admissions Memorandum. Tiffany Rosenthal to prepare a comprehensive summary of the Haddon deposition testimony, highlighting all key admissions, evasions, and areas of vulnerability. Target completion date: within two weeks of the deposition (by July 24, 2023).

2. Inconsistency Analysis. Flag any testimony that is inconsistent with documents produced in discovery. Inconsistencies should be catalogued for potential use in the partial summary judgment motion on the windstorm sub-limit issue and for impeachment at trial.

3. Supplemental Document Requests. Identify any new document requests prompted by the deposition testimony. If Haddon references documents that have not been produced—such as internal memoranda, reserve analyses, or communications with underwriting—serve supplemental requests for production promptly.

4. Whitford Deposition Preparation. Coordinate with Tiffany Rosenthal and Andrew Fitzpatrick on the preparation for the Denise Whitford (Arbor Claims Services) deposition, scheduled for July 24, 2023. Haddon's testimony regarding his communications with Whitford and his characterization of Arbor Claims' findings should directly inform the Whitford deposition outline.

5. Case Strategy Update. Update the master case strategy memorandum with the findings from the Haddon deposition. Circulate the updated memorandum to the full litigation team, including Elaine Forsythe, Andrew Fitzpatrick, and any other team members.

6. Summary Judgment Assessment. Assess whether Haddon's testimony strengthens or weakens VHG's position on the partial summary judgment motion on the windstorm sub-limit issue. The motion is currently scheduled to be filed on November 1, 2023. If Haddon admitted that he did not review the underwriting file, did not consult with underwriting, and relied solely on the policy as issued without investigating whether the

7. Bad-Faith Evaluation. Evaluate whether Haddon's testimony supports a viable bad-faith claim under Florida Statutes § 624.155. Key considerations include: (a) whether Ironclad conducted a reasonable investigation before denying the claim; (b) whether Ironclad had a reasonable basis for each denial ground; (c) whether Ironclad considered partial payment of undisputed amounts; (d) whether Ironclad overrode Arbor Clai