Contract analysis

I. PRELIMINARY STATEMENT Plaintiff Verimark Hospitality Group Inc. ("VHG") respectfully moves this Court for partial summary judgment on a single, dispositive legal issue: whether the Ironclad Indemnity Corporation ("Ironclad") primary all-risk property and business-interruption policy, Policy No. IIC-PRP-2022-07541, for the policy period July 1, 2022 through July 1, 2023, contains a $15 million named-windstorm sub-l

II. STATEMENT OF FACTS A. The Parties Plaintiff Verimark Hospitality Group Inc. VHG is a Delaware corporation, publicly traded on the Nasdaq Stock Market under the ticker symbol VMRK, with its principal executive offices located at 1900 Brickell Avenue, Suite 3200, Miami, Florida 33129. (Declaration of Sandra Pellegrini ("Pellegrini Decl."), ¶ 3, Ex. A.) VHG is a luxury hospitality and real estate company that owns a

III. LEGAL STANDARD A. Florida Summary Judgment Standard Under Florida Rule of Civil Procedure 1.510, as amended effective May 1, 2021, summary judgment is appropriate when the movant shows that "there is no genuine issue as to any material fact and that the movant is entitled to judgment as a matter of law." Fla. R. Civ. P. 1.510(a). The 2021 amendments to Rule 1.510 adopted the federal summary judgment standard art

IV. ARGUMENT A. The Undisputed Evidence Establishes That the $15 Million Named Windstorm Sub-Limit Was Deleted at the July 2022 Renewal

1. The Renewal Negotiations. The undisputed evidence demonstrates that the $15 million named-windstorm sub-limit was expressly negotiated away during the July 2022 renewal of VHG's insurance program. The critical facts are established by the deposition testimony of Franklin Orde, Tidewater's account executive, and are corroborated by the contemporaneous documentary evidence. The renewal process for the policy period

2. VHG's Reasonable Expectation. VHG's understanding, based on Tidewater's representations and the premium increase VHG paid, was that the named-windstorm sub-limit had been removed from the renewed policy. (Pellegrini Decl. ¶¶ 24–27.) Ms. Pellegrini attested in her declaration that she "specifically directed Franklin Orde at Tidewater to negotiate the deletion of the named-windstorm sub-limit as a priority for the J

3. Victor Haddon's Testimony. The deposition testimony of Victor Haddon, Ironclad's Senior Vice President of Claims, further supports VHG's position. Mr. Haddon was deposed on July 10, 2023 and was questioned extensively about the basis for Ironclad's assertion that the $15 million named-windstorm sub-limit applies. His testimony reveals a critical deficiency in Ironclad's position: Ironclad's claims department asser

4. The Policy Endorsements Are Ambiguous. Even setting aside the undisputed extrinsic evidence of the deletion, the language of the issued policy is, at a minimum, ambiguous on the question of whether the $15 million named-windstorm sub-limit applies for the 2022–2023 policy period. This ambiguity alone entitles VHG to judgment as a matter of law under Florida's contra proferentem doctrine, as discussed in Section IV

1. The Contra Proferentem Doctrine. The contra proferentem doctrine is one of the most firmly established principles of Florida insurance law. Under this doctrine, ambiguities in an insurance policy are construed against the insurer and in favor of coverage for the insured. Auto-Owners Ins. Co. v. Anderson, 756 So. 2d 29, 34 (Fla. 2000); Taurus Holdings, Inc. v. U.S. Fid. & Guar. Co., 913 So. 2d 528, 532 (Fla. 2005);

2. Application to the Windstorm Sub-Limit. Application of the contra proferentem doctrine to the facts of this case compels a ruling in VHG's favor. The ambiguity at issue is created entirely by Ironclad's own failure to issue a clear endorsement reflecting the agreed-upon deletion of the $15 million named-windstorm sub-limit. Ironclad had complete control over the drafting of the policy and the endorsement schedule.

1. Florida Law on Extrinsic Evidence in Insurance Policy Interpretation. Under Florida law, when an insurance policy is ambiguous, courts may — and should — consider extrinsic evidence to determine the intent of the parties. Jones v. Dunmore Assurance, 463 So. 2d 1153, 1157 (Fla. 1985); Swire Pac. Holdings, 845 So. 2d at 166; Amera-Seiki Corp. v. Cincinnati Ins. Co., 507 F. App'x 878, 882 (11th Cir. 2013) (applying F

2. The Broker's Evidence Is Dispositive. When this Court considers the extrinsic evidence, the result is clear: the parties mutually intended to delete the named-windstorm sub-limit from the July 2022 renewal policy. The extrinsic evidence uniformly and unambiguously supports this conclusion. Mr. Orde's deposition testimony is the centerpiece of the extrinsic evidence. As set forth in Section IV.A.1 above, Mr. Orde t

1. Insurer's Burden on Exclusions and Limitations. Under Florida insurance law, the insurer bears the bu