Contract analysis

I. THE PARTIES (FACTS 1–12) Fact 1. Verimark Hospitality Group Inc. ("Verimark") is a corporation duly organized and existing under the laws of the State of Delaware, with its principal place of business located at 2400 East Las Olas Boulevard, Suite 3100, Fort Lauderdale, Florida 33301. Verimark is authorized to transact business in the State of Florida. Cite: Complaint ¶ 1; Answer ¶ 1 (admitted). Fact 2. Verimark i

II. THE FRANCHISE LICENSE AGREEMENTS (FACTS 13–32) Fact 13. Coastal Palms entered into its first Franchise License Agreement ("FLA") with Verimark on June 15, 2007. That initial FLA covered a single Verimark Suites property located in Naples, Florida. Cite: VHG-00001001 (executed Franchise License Agreement dated June 15, 2007); Brecker Dep. Day 1, 24:3–25:1 (confirming execution of first FLA in June 2007). Fact 14.

III. COASTAL PALMS' REVENUE REPORTING PRACTICES (FACTS 33–50) Fact 33. From 2007 through 2021, Coastal Palms submitted monthly Gross Room Revenue reports to Verimark for each of its franchised properties, as required by FLA § 4.4. Each monthly report was accompanied by a certification that the reported revenue figures were "true, complete, and accurate." Cite: VHG-00002001 through VHG-00002108 (sample monthly GRR rep

IV. THE WHISTLEBLOWER REPORT AND PRE-LITIGATION INVESTIGATION (FACTS 51–62) Fact 51. Janet Kerrigan served as Regional Controller for Coastal Palms from approximately January 2015 until her termination in October 2021. In that capacity, she was responsible for financial reporting, budgeting, and accounting functions for eight (8) Coastal Palms properties located in Southwest Florida. Cite: Kerrigan Dep. 10:3–12:18. F

V. THE REVENUE-DIVERSION SCHEME — DETAILED MECHANICS (FACTS 63–82) Fact 63. Coastal Palms diverted guest-room revenue from the GRR reports submitted to Verimark through three primary channels: (a) walk-in bookings routed through Suncoast's separate point-of-sale system; (b) corporate-direct contracts entered into by Suncoast with at least 47 corporate clients; and (c) online bookings placed through the unbranded webs

VI. EXPERT ANALYSIS AND DAMAGES QUANTIFICATION (FACTS 83–103) Fact 83. Verimark retained Ridgeline Forensic Advisory LLC, an independent forensic accounting and litigation consulting firm, to conduct a forensic accounting analysis and damages quantification in this action. The engagement was conducted through Ridgeline's principal, Dr. Sharon Kettlewell, CPA/CFF, CFE. Cite: VHG-00005001 (Ridgeline Forensic Advisory L

VII. COASTAL PALMS' DEFENSES — UNDISPUTED FACTS NEGATING THEM (FACTS 104–118) Fact 104. In its Answer and Affirmative Defenses, and in its Cross-Motion for Summary Judgment, Coastal Palms contends that FLA § 4.1's definition of Gross Room Revenue is ambiguous as applied to revenues collected by a separate management entity (Suncoast). Cite: Answer, Affirmative Defense No. 3 ("The GRR definition is ambiguous as applie