Contract analysis

I. PRELIMINARY NOTES AND WITNESS ASSESSMENT A. Witness Profile Janet Kerrigan served as Regional Controller for Coastal Palms Franchise Holdings LLC from approximately 2011 through October 2021, when she was terminated by the company. Following her termination, Kerrigan contacted Verimark Hospitality Group Inc.'s compliance hotline on November 8, 2021, to report what she described as a systematic revenue diversion sc

1. Chronological Narrative. Build the narrative chronologically, beginning with Kerrigan's background and employment history, proceeding through her observations of the revenue diversion scheme, the instructions she received from Brecker, her internal objections, the circumstances of her termination, and finally her decision to contact Verimark's compliance hotline. This chronological structure will provide the most

2. Exhibit Foundations. Establish a proper foundation for each key exhibit before it is marked during the deposition. Walk the witness through identification of each document, confirm her familiarity with it, and elicit testimony that places the document in context. All exhibits should be pre-marked in advance of the deposition and organized in a tabbed binder for efficient reference.

3. Anticipating Cross-Examination. Defense counsel from Whitfield, Barrow & Crane LLP — likely Gabriela Montes or Ethan Doyle — will focus cross-examination on Kerrigan's credibility, her motive as a terminated employee, and potential bias arising from the circumstances of her departure. It is critical to inoculate against these themes during the direct examination by affirmatively eliciting testimony regarding the r

4. Open-Ended Questions. Use open-ended questions wherever possible ("Describe for us…," "Tell us what happened…," "What did you observe…") to allow the witness to present her testimony in her own words. This approach enhances credibility and minimizes the appearance that testimony has been coached or scripted.

5. Precision on Key Facts. Notwithstanding the use of open-ended questions, ensure precision on critical factual points: specific dates, specific instructions from Brecker, specific dollar amounts or percentages where the witness has knowledge, and specific documents she prepared, reviewed, or received. C. Key Objectives The following objectives constitute the primary goals of this deposition. Each objective should b

1. Establish Kerrigan's personal knowledge of the revenue diversion scheme operated through Suncoast Room Management Inc. and the unbranded booking website gulfcoastrooms.com. This includes her understanding of how the scheme worked, the types of revenue that were diverted, and the mechanism by which diverted revenue was excluded from reports submitted to Verimark.

2. Elicit testimony that Randall "Randy" Brecker personally directed controllers — including Kerrigan — to exclude direct-booking revenues from the Gross Room Revenue (GRR) reports submitted to Verimark. Brecker's personal involvement and direction is central to the claims for fraudulent concealment and for piercing the corporate veil of the various entity defendants.

3. Establish the scope and duration of underreporting. The evidence developed through the forensic audit by Thornbury & Associates CPAs LLP indicates that the revenue diversion began no later than January 2013 and continued through at least the date of Kerrigan's termination in October 2021. Kerrigan's testimony should confirm this timeline or, if her knowledge supports it, extend it further.

4. Quantify — from the witness's perspective — the approximate magnitude of diverted revenue. While precise quantification will be provided through expert testimony, Kerrigan's estimates based on her firsthand experience will provide a valuable corroborative data point. For context, Verimark's forensic analysis estimated FY 2021 underreported GRR of $33.2 million (true GRR of $145.6 million versus reported GRR of $11

5. Document Suncoast's 12% management fee on direct-booking revenue. The management fee represents a separate stream of enrichment flowing to Brecker through the Suncoast entity, and its existence demonstrates the personal financial incentive Brecker had to maintain and expand the revenue diversion scheme.

6. Describe the OTA net-rate netting methodology used to further understate GRR. This secondary underreporting technique — classifying net-rate OTA payments as "commissions receivable" and netting them against gross revenue — represents an additional breach of the GRR reporting obligations under the FLAs and further illustrates the systematic nature of the scheme.

7. Establish that property-level managers and accountants received direction from "corporate" (i.e., Brecker) to route walk-in and corporate-direct bookings through the Suncoast channel. This testimony will corroborate the recurring theme identified during the ten property-manager and accountant depositions already completed.

8. Document the circumstances of Kerrigan's termination in October 2021 and her motivation for contacting Verimark's compliance hotline. This testimony serves dual purposes: it establishes additional evidence of Brecker's consciousness of guilt (if the termination was connected to Kerrigan's objections to the reporting methodology), and it inoculates against the defense narrative that Kerrigan is a disgruntled former

9. Preserve testimony for summary judgment and potential trial use. All testimony should be elicited with sufficient clarity and specificity to support summary judgment briefing on the breach-of-contract, unjust enrichment, and fraudulent concealment claims, and to be presented effectively at trial through deposition designations if Kerrigan is unavailable or through her live testimony if she testifies. D. Anticipate

II. TOPIC 1: BACKGROUND AND EMPLOYMENT HISTORY A. Personal Background Begin the examination by establishing the witness's identity, current contact information, and professional background. This foundational testimony sets the stage for the substantive examination and establishes Kerrigan's credibility as a qualified accounting professional. Suggested Questions: • Please state your full name for the record. • What is

III. TOPIC 2: UNDERSTANDING OF FRANCHISE REPORTING OBLIGATIONS A. Awareness of Franchise License Agreements This topic establishes Kerrigan's understanding of the contractual obligations that governed Coastal Palms' reporting of Gross Room Revenue to Verimark. Her awareness that GRR was defined broadly to include all guest-room revenues regardless of booking channel is essential to demonstrating that the exclusion of

IV. TOPIC 3: SUNCOAST ROOM MANAGEMENT INC. — STRUCTURE AND OPERATIONS A. Formation and Purpose of Suncoast This topic is one of the most important in the entire deposition. It establishes the existence, structure, and purpose of the entity through which the revenue diversion was accomplished. Take sufficient time to develop this testimony thoroughly. Suggested Questions: • Ms. Kerrigan, are you familiar with an entit

V. TOPIC 4: INSTRUCTIONS FROM RANDALL BRECKER TO EXCLUDE REVENUE FROM GRR REPORTS Note: This is the most important topic in the deposition. Allocate 40–50 minutes. The goal is to establish through Kerrigan's testimony that Brecker personally and explicitly directed controllers to exclude Suncoast-collected revenues from GRR reports submitted to Verimark, and that he did so with knowledge that the exclusion violated t

VI. TOPIC 5: KERRIGAN'S CONCERNS AND INTERNAL OBJECTIONS A. When Concerns Arose This topic establishes that Kerrigan recognized the impropriety of the revenue-reporting practices and attempted to address the issue internally before she was terminated. This testimony serves multiple purposes: it corroborates the knowing nature of the FLA violations, it demonstrates Brecker's refusal to correct the practices, and it in

VII. TOPIC 6: KERRIGAN'S TERMINATION — OCTOBER 2021 A. Circumstances of Termination This topic establishes the facts surrounding Kerrigan's departure from Coastal Palms. The circumstances of the termination are relevant both to the substance of the case (potential consciousness of guilt by Brecker if the termination was connected to Kerrigan's objections) and to credibility (inoculating against the "disgruntled emplo

VIII. TOPIC 7: WHISTLEBLOWER CONTACT WITH VERIMARK — NOVEMBER 8, 2021 A. Decision to Contact Verimark Establish the circumstances and motivations behind Kerrigan's decision to contact Verimark's compliance hotline. This testimony is central to establishing Kerrigan as a credible, good-faith whistleblower. Suggested Questions: • Ms. Kerrigan, approximately three weeks after your termination from Coastal Palms, you con

IX. TOPIC 8: SCOPE AND DURATION OF REVENUE DIVERSION A. Temporal Scope This topic establishes the duration of the underreporting from Kerrigan's personal perspective. Her testimony should be consistent with and corroborative of the forensic analysis performed by Thornbury & Associates CPAs LLP. Suggested Questions: • Based on your personal knowledge and observations, when did the practice of excluding Suncoast revenu

X. TOPIC 9: KNOWLEDGE AND INVOLVEMENT OF OTHER PERSONS A. Randall Brecker Confirm and consolidate the testimony regarding Brecker's central role. Suggested Questions: • Ms. Kerrigan, let me ask you to summarize for us Randall Brecker's role with respect to the matters we've discussed today. Mr. Brecker was the Managing Member of Coastal Palms Franchise Holdings LLC, holding 60% of the equity. Is that correct? • He wa

XI. TOPIC 10: AWARENESS OF VERIMARK'S AUDIT RIGHTS A. Audit History Establish whether Verimark ever exercised its audit rights during Kerrigan's tenure and, if so, what steps were taken by Coastal Palms in response. Suggested Questions: • Ms. Kerrigan, were you aware during your employment that Verimark had the right to audit Coastal Palms' books and records under Section 8.2 of the Franchise License Agreements? • We