Contract analysis

I. STANDARD OF REVIEW Under Florida Rule of Civil Procedure 1.510, a movant is entitled to summary judgment "if the pleadings and summary judgment evidence on file show that there is no genuine issue as to any material fact and that the moving party is entitled to a judgment as a matter of law." Fla. R. Civ. P. 1.510(c); Vireo National Bank v. Gorbaty, 345 So. 3d 376, 381 (Fla. 3d DCA 2022). A genuine issue of materi

II. THE FLA'S GRR DEFINITION IS UNAMBIGUOUS AND INCLUDES ALL REVENUES FROM GUEST-ROOM RENTAL REGARDLESS OF THE COLLECTING ENTITY A. The Plain Language of FLA § 4.1 Admits of Only One Reasonable Interpretation The starting point for any contract-interpretation analysis under Florida law is the text of the agreement itself. Avante at Leesburg, Inc. v. Nandan, 254 So. 3d 1123, 1126 (Fla. 5th DCA 2018). When the language

Section 4.1 of the FLAs at issue provides, in pertinent part: "Gross Room Revenue" or "GRR" means all revenues derived from or attributable to the rental of guest rooms at the Hotel, including revenues from any booking channel, direct or indirect, and regardless of the entity collecting such revenue. GRR shall include, without limitation, room charges, premiums, and surcharges imposed on guests in connection with the

III. COASTAL PALMS' CLAIM THAT VERIMARK "KNEW" ABOUT SUNCOAST DOES NOT CREATE A TRIABLE ISSUE ON BREACH A. Knowledge of Suncoast's Existence Is Not Knowledge of Revenue Diversion Coastal Palms devotes a substantial portion of its Opposition to the argument that Verimark was "aware of Suncoast's role" and therefore acquiesced in the exclusion of Suncoast-collected revenues from GRR. Opp'n at 17–20. In support, Coastal

IV. COASTAL PALMS' OTA NET-RATE NETTING ARGUMENT ALSO FAILS In addition to the Suncoast revenue diversion — which constitutes the primary basis for underreporting — Verimark demonstrated in its opening brief that Coastal Palms further underreported GRR from third-party online travel agency ("OTA") channels by classifying net-rate OTA payments as "commissions receivable" and netting them against GRR. SUMF ¶¶ 107–116.

Section 4.1 defines GRR as "all revenues derived from or attributable to the rental of guest rooms." The contractual definition employs a gross measure, not a net measure. The word "Gross" in "Gross Room Revenue" is itself dispositive of the parties' intent. A "gross" measure, by definition, captures total revenues before the deduction of expenses, commissions, or fees. See Seastar Hospitality Corp., 275 So. 3d at 82

V. COASTAL PALMS' RESPONSE TO VERIMARK'S STATEMENT OF UNDISPUTED MATERIAL FACTS DOES NOT CREATE A GENUINE DISPUTE A. Coastal Palms' Purported Disputes Are Immaterial or Unsupported Verimark's Statement of Undisputed Material Facts, filed September 29, 2023, sets forth 127 numbered paragraphs, each supported by specific record citations to deposition transcripts, produced documents, and expert reports. Coastal Palms'

VI. THE COURT SHOULD REJECT COASTAL PALMS' ARGUMENT THAT ITS COUNTERCLAIM PRECLUDES SUMMARY JUDGMENT Coastal Palms' Opposition devotes its final substantive section to the argument that its $12 million counterclaim for alleged brand-standard violations and over-billing "creates a triable issue" that precludes the entry of partial summary judgment on Verimark's breach-of-contract claims. Opp'n at 25–27. This argument

VII. THE MATERIAL BREACH FINDING SUPPORTS LIABILITY ON BOTH COUNTS I AND II Count I (Breach of Contract — Royalties) and Count II (Breach of Contract — Marketing Fund) both arise from the same underlying conduct: the systematic exclusion of Suncoast-collected revenues from GRR, resulting in the underpayment of the five-percent royalty under Section 4.1 and the two-and-a-half-percent marketing-fund contribution under

1. Grant Verimark's Motion for Partial Summary Judgment on Count I (Breach of Contract — Royalties) and Count II (Breach of Contract — Marketing Fund) as to liability;

2. Reserve the determination of damages on Counts I and II for trial;

3. Deny Defendants' Cross-Motion for Summary Judgment in its entirety; and

4. Grant such other and further relief as this Court deems just and proper. CERTIFICATE OF SERVICE I HEREBY CERTIFY that on this 8th day of December, 2023, a true and correct copy of the foregoing Plaintiff Verimark Hospitality Group Inc.'s Reply Memorandum of Law in Support of Its Motion for Partial Summary Judgment on Counts I and II was filed with the Clerk of Court via the Florida Courts E-Filing Portal and serve

II. THE FLA'S GRR DEFINITION IS UNAMBIGUOUS AND INCLUDES ALL REVENUES FROM GUEST-ROOM RENTAL REGARDLESS OF THE COLLECTING ENTITY | 4 A. The Plain Language of FLA § 4.1 Admits of Only One Reasonable Interpretation | 4 B. Coastal Palms' "Reasonable Interpretation" Defense Fails as a Matter of Law | 8 C. Brecker's Deposition Admissions Foreclose the Ambiguity Defense | 11

III. COASTAL PALMS' CLAIM THAT VERIMARK "KNEW" ABOUT SUNCOAST DOES NOT CREATE A TRIABLE ISSUE ON BREACH | 14 A. Knowledge of Suncoast's Existence Is Not Knowledge of Revenue Diversion | 14 B. Neither Waiver Nor Estoppel Applies | 16

IV. COASTAL PALMS' OTA NET-RATE NETTING ARGUMENT ALSO FAILS | 19

V. COASTAL PALMS' RESPONSE TO VERIMARK'S STATEMENT OF UNDISPUTED MATERIAL FACTS DOES NOT CREATE A GENUINE DISPUTE | 22 A. Coastal Palms' Purported Disputes Are Immaterial or Unsupported | 22 B. The Quantum of Underreporting Is a Damages Issue Reserved for Trial | 24

VI. THE COURT SHOULD REJECT COASTAL PALMS' ARGUMENT THAT ITS COUNTERCLAIM PRECLUDES SUMMARY JUDGMENT | 26

VII. THE MATERIAL BREACH FINDING SUPPORTS LIABILITY ON BOTH COUNTS I AND II | 28 CONCLUSION | 30 CERTIFICATE OF SERVICE | 32 Page(s) Avante at Leesburg, Inc. v. Nandan, 254 So. 3d 1123 (Fla. 5th DCA 2018) | 4, 5, 7 Vane Kaplan CPAs LLP Seidman, LLP v. Banco Espirito Santo Int'l, Ltd., 38 So. 3d 874 (Fla. 3d DCA 2010) | 17 Bohannon v. Carnival Corp., 320 So. 3d 258 (Fla. 3d DCA 2021) | 3 Citrus Cty. Hosp. Bd. v. Citru