Contract analysis

I. PROCEDURAL BACKGROUND A. The Motion to Compel On September 15, 2022, Verimark filed its Motion to Compel Production of Suncoast Room Management Inc. Financial Records, together with a supporting memorandum of law and the Declaration of Yuki Nakamura (FL Bar No. 0119644), Lead Associate at Calderwood & Harkness LLP, counsel of record for Plaintiff. The Nakamura Declaration provided a detailed account of the discove

II. ARGUMENT A. The Separate-Entity Objection Is Meritless Defendants' primary argument—that Suncoast is a "separate legal entity" whose financial records cannot be compelled through discovery directed at Coastal Palms—is legally unsound, factually untenable, and transparently designed to shield the central evidence in this case from Plaintiff's review.

1. Randall Brecker Controls Both Coastal Palms and Suncoast. The undisputed record establishes that Defendant Randall "Randy" Brecker exercises complete managerial and operational control over both Coastal Palms and Suncoast, as well as the property-level entities through which the twenty-two franchised hotels are owned and operated. Brecker is the Managing Member and holds a sixty percent (60%) equity interest in Co

2. Florida discovery Rules Reach Records in a Party's Possession, Custody, or Control. The governing discovery standard is clear. Florida Rule of Civil Procedure 1.350(a) provides that a party may request another party to produce documents that are "in the possession, custody, or control of the party upon whom the request is served." The term "control" has been consistently and broadly construed by Florida courts to

3. Defendants Cannot Shield Relevant Evidence Behind a Corporate Formality. Defendants' argument that Suncoast is a "separate legal entity" whose records are exempt from discovery directed at Coastal Palms amounts to using the very corporate structure that Defendants created as an instrumentality of revenue diversion to shield evidence of that diversion from judicial scrutiny. This is precisely the type of discovery

1. The Core Allegation: Systematic Revenue Diversion Through Suncoast. Verimark's Complaint, filed March 7, 2022, sets forth detailed allegations that Coastal Palms, acting through and in concert with Brecker and Suncoast, systematically underreported Gross Room Revenue over a nine-year period spanning from 2013 through 2021. The alleged mechanism of underreporting was twofold: (a) the diversion of direct-booking rev

2. The Suncoast Records Are the Key Evidence. Suncoast's financial records are not merely relevant to Verimark's claims—they are the single most important category of evidence in this case. Suncoast's bank statements, general ledgers, booking logs, management-fee invoices, and revenue reconciliation records constitute the best and most direct evidence of the revenues that were diverted away from the GRR reports submi

3. OTA Net-Rate Records Are Equally Relevant. In addition to the direct-booking revenue diversion, Verimark's claims encompass the systematic underreporting of GRR through the improper netting of net-rate OTA payments. Verimark's Motion to Compel accordingly seeks Suncoast's records relating to third-party online travel agency contracts, net-rate pricing agreements, and OTA reconciliation reports. The FLAs' definitio

1. The Requests Are Narrowly Tailored. Defendants' second objection—that the requests are overbroad and unduly burdensome—is equally meritless. The RFPs at issue are carefully and narrowly tailored to achieve a specific, legitimate discovery objective: obtaining the financial records necessary to calculate the true Gross Room Revenue for each of the twenty-two franchised hotel properties during the relevant period. T

2. Defendants' Burden Argument Is Unsubstantiated. Defendants' Opposition asserts that compliance with the requests would impose an undue burden, but this assertion is entirely conclusory. The Opposition provides no declaration from a records custodian, no affidavit from an information technology professional, and no cost estimate or other evidence quantifying the alleged burden of locating, reviewing, and producing

3. The Joint E-discovery Protocol Accommodates Production of These Records. The parties' Joint E-discovery Protocol, filed with the Court on June 20, 2022, establishes comprehensive procedures for the production of electronically stored information ("ESI") in this action. The Protocol, which was negotiated and agreed upon by counsel for both parties—Calderwood & Harkness LLP for Verimark and Whitfield, Barrow & Crane

III. REQUESTED RELIEF For the foregoing reasons, Plaintiff Verimark Hospitality Group Inc. respectfully requests that the Court grant the Motion to Compel and enter an order requiring Defendants to produce all responsive Suncoast Room Management Inc. financial records within twenty-one (21) days of the date of the Court's order, including the following categories of documents: (a) All Suncoast bank statements for acc

IV. CONCLUSION The separate-entity objection raised by Defendants is a transparent attempt to shield directly relevant evidence from discovery by exploiting a corporate formality that Defendants themselves created for the very purpose of diverting revenues away from the Gross Room Revenue reporting framework established by the parties' Franchise License Agreements. This tactic should not be rewarded. The facts are st