Contract analysis

I. DEPOSITION OBJECTIVES A. Primary Objectives The overarching purpose of this deposition is to develop the factual record necessary to support PCG's position that the call-option exercise was contractually proper, that Whitfield Realty Advisors' appraisal reflects a sound and independent determination of Fair Market Value, and that Meridian Shores Hospitality LLC's claims of bad faith and inflated valuation demands

1. Establish Cordero's understanding and acceptance of the call-option mechanism at formation. The examination should demonstrate that Cordero understood, at the time the Operating Agreement of Palmetto Grand Ventures LLC was executed on June 15, 2017, that OA Section 12.4 granted PCG, as sole Manager, the unilateral right to exercise a call option to purchase MSH's entire membership interest after the fifth annivers

2. Demonstrate that Cordero understood PCG's right to select the initial appraiser. A central element of MSH's current grievance appears to be dissatisfaction with the Whitfield appraisal's conclusions. The deposition should establish that Cordero understood at the time of signing that the OA vested in PCG the right to choose the first appraiser and that this right was not conditioned on MSH's consent or approval. By

3. Elicit testimony undermining Meridian's "bad faith" theory under OA Section 12.7. MSH has alleged that PCG exercised the call option "in bad faith or with the intent to materially understate Fair Market Value," triggering the penalty provision of OA Section 12.7. The deposition should probe the factual basis for this allegation rigorously. Cordero should be asked to identify every specific fact, document, or commu

4. Explore Cordero's involvement in and influence over the Beacon Valuation Group appraisal. The Beacon appraisal, prepared by Dr. Priya Ramanathan, concluded a Fair Market Value of $151.5 million — a figure that diverges from the Whitfield appraisal by 28.4% and from the Linden Park preliminary indication of value by a meaningful margin as well. The deposition should explore the degree to which Cordero directed, sha

5. Test Cordero's knowledge of specific deferred-maintenance items underlying MSH's claim under OA Section 8.3. MSH has alleged that PCG breached its obligation under OA Section 8.3 to maintain The Palmetto Grand Resort & Spa in first-class condition, and has incorporated a $8.2 million deferred-maintenance adjustment into the Beacon appraisal. The deposition should test whether Cordero can identify the specific main

6. Probe MSH's financial expectations and motivations. The examination should explore whether MSH's true grievance is with the valuation methodology or whether it stems from a desire to remain in the joint venture and continue benefiting from the future appreciation of The Palmetto Grand Resort & Spa. If Cordero's real objection is to being forced out of the JV — rather than to the accuracy of the Fair Market Value d

7. Lock in Cordero's testimony on key factual matters. Regardless of the specific answers obtained, the deposition should serve the critical function of fixing Cordero's testimony under oath. This testimony will be available for use at the arbitration hearing before Hon. Margaret Liu Chen (Ret.) and in settlement negotiations. Inconsistencies between Cordero's deposition testimony and any subsequent hearing testimony

1. Develop a record on Cordero's communications with Beacon before and during the appraisal process. While the substance of communications between Cordero and MSH's counsel at Hargrove, Dunlap & Castillo LLP will be shielded by attorney-client privilege, communications between Cordero and Beacon Valuation Group are not privileged (Beacon was retained as an appraiser, not as a consulting expert under the arbitrator's

2. Explore Cordero's understanding of the 10% divergence threshold in OA Section 12.4(c) and the neutral appraiser process. It is important to establish whether Cordero understood the contractual mechanism that would be triggered by a divergence exceeding 10% between the two party appraisals, and whether Cordero's engagement of Beacon was, in part, strategically designed to generate an appraisal sufficiently divergen

3. Identify all documents Cordero reviewed or relied upon in connection with MSH's rejection of the $41.3 million tender on March 10, 2023. The rejection letter is sparse and does not articulate a detailed basis for MSH's position. The deposition should elicit the full scope of materials Cordero reviewed, the analysis he performed or received, and the advice (to the extent not privileged) on which he relied in decidi

4. Assess Cordero's credibility and demeanor as a potential arbitration witness. With 25 or more years of experience in Southeast luxury hospitality, Cordero is expected to be a sophisticated and articulate witness. The deposition provides an opportunity to evaluate his presentation style, his tendency (if any) to volunteer information or deliver speeches, his comfort level with technical valuation concepts, and his

II. WITNESS BACKGROUND AND CREDIBILITY A. Professional Background The examination should begin with a thorough exploration of Cordero's professional history in order to establish his sophistication as a real estate investor and hospitality industry participant. This foundation is critical: the more experience and sophistication we can attribute to Cordero, the more difficult it becomes for MSH to argue that Cordero d

III. FORMATION OF THE JOINT VENTURE AND ORIGINAL EXPECTATIONS A. Genesis of the JV Relationship The Operating Agreement of Palmetto Grand Ventures LLC was executed on June 15, 2017. PGV was formed as a Florida limited liability company for the specific purpose of acquiring, renovating, and operating The Palmetto Grand Resort & Spa, a 312-room luxury beachfront hotel located at 650 Mandalay Avenue, Clearwater Beach, F

IV. HOTEL OPERATIONS AND RENOVATION PERIOD (2017–2022) A. The Renovation The total renovation capital invested in The Palmetto Grand Resort & Spa during the 2017–2019 period was $24.3 million. The property consists of 312 rooms, including 42 suites, and features two restaurants, a rooftop bar, an 18,000-square-foot spa and wellness center, approximately 22,000 square feet of meeting and event space, and beachfront ca

V. DEFERRED MAINTENANCE — OA SECTION 8.3 CLAIMS A. The $8.2 Million Claim MSH has asserted that PCG breached its obligations under OA Section 8.3, which requires the Manager to maintain the property in "first-class condition consistent with the standards of comparable luxury beachfront resort properties in the Gulf Coast market." MSH claims that PCG failed to fund approximately $8.2 million in deferred maintenance it

VI. THE CALL-OPTION EXERCISE AND VALUATION DISPUTE A. PCG's Call-Option Notice PCG delivered its written notice exercising the call option under OA Section 12.4 on January 9, 2023, approximately seven months after the earliest exercise date of June 15, 2022 (the fifth anniversary of the Operating Agreement). The examination should explore the circumstances surrounding the exercise, including what Cordero knew or expe

VII. BAD-FAITH ALLEGATION — OA SECTION 12.7 A. Basis for the Bad-Faith Claim OA Section 12.7 provides that if the Manager exercises the call option "in bad faith or with the intent to materially understate Fair Market Value," the purchase price shall include a penalty of up to 25% of the determined Fair Market Value of the redeemed interest. MSH has asserted a bad-faith claim and has demanded a "bad-faith premium" of

VIII. NEUTRAL APPRAISER PROCESS A. Appointment of Linden Park Advisory LLC Because the divergence between the Whitfield and Beacon appraisals exceeded the 10% threshold under OA Section 12.4(c), the parties jointly retained a neutral third appraiser. On June 1, 2023, the parties executed a joint stipulation appointing Linden Park Advisory LLC, and specifically Thomas Carraway, MAI, FRICS, to serve as the neutral appr

IX. MSH'S FINANCIAL CONDITION AND MOTIVATIONS A. MSH's Current Financial Position Understanding MSH's current financial condition is relevant to assessing whether Cordero's positions in this dispute are driven by a genuine belief in a higher valuation or by financial pressure that creates an incentive to maximize the buyout price. While we expect opposing counsel to object to this line of questioning on relevance gro

X. COMMUNICATIONS AND DOCUMENT REQUESTS A. Pre-Dispute Communications with PCG Key questions for this section include: • Between June 15, 2022 — the fifth anniversary of the Operating Agreement and the earliest date the call option could be exercised — and March 20, 2023 — the date of MSH's demand for arbitration — did you have any communications with Dominic Pellegrino regarding the call option, the value of the hot

XI. ANTICIPATED AREAS OF DIFFICULTY AND OBJECTIONS A. Expected Objections from Opposing Counsel Based on prior experience with Victoria Castillo and the legal issues implicated by this deposition, we anticipate the following objections and should be prepared to respond:

1. Attorney-client privilege. Castillo will almost certainly invoke the attorney-client privilege with respect to any question that seeks to elicit the content of communications between Cordero and Hargrove, Dunlap & Castillo LLP. This is proper, and we should not press for privileged content. However, we can and should explore the timing and existence of the relationship, the identity of the attorneys involved, and

2. Settlement privilege. Castillo may instruct the witness not to answer regarding settlement discussions, particularly if informal settlement conversations occurred before the formal mediation or before the JAMS proceeding. Under JAMS Comprehensive Arbitration Rule 26 and Florida Evidence Code Section 90.408, settlement communications are generally inadmissible to prove liability or the validity of a claim. We shoul

3. Relevance objections on financial condition. Castillo will likely object to questions about MSH's or Cordero's financial condition on the grounds that such information is not relevant to the valuation dispute. Our response should be that MSH's financial condition is relevant to bias and motivation — specifically, whether financial pressure is driving MSH to adopt an inflated valuation position. Under the JAMS rule

4. Form objections and speaking objections. Castillo may attempt to coach the witness through speaking objections. The examining attorney should object to any speaking objections and remind opposing counsel that, under the JAMS rules and Florida Rule of Civil Procedure 1.310(c), objections should be stated concisely and in a non-suggestive manner. Strategy: Frame financial-condition questions in terms of "motivations

1. Volunteering speeches. Cordero may attempt to use open-ended questions as opportunities to deliver speeches about PCG's alleged mismanagement, the unfairness of the call option, or the superiority of the Beacon appraisal. The examining attorney should maintain control through focused yes/no questions and, where necessary, move to strike non-responsive answers.

2. Claiming ignorance of OA provisions. Cordero may attempt to disclaim familiarity with specific provisions of the Operating Agreement, particularly the call-option mechanism and the bad-faith penalty cap. If Cordero claims ignorance, counter by establishing his sophistication (25+ years of industry experience), his representation by independent counsel at formation, and his prior involvement in comparable transacti

3. Distancing from Beacon. There is a strategic dilemma for Cordero in his relationship to the Beacon appraisal. If Cordero distances himself from Beacon's assumptions — claiming he did not direct the inclusion of the deferred-maintenance adjust