Contract analysis
Clause-by-clause risk read on any document of the firm. Pick a contract, or open any document from a matter.
Contract analysis / success-premium-calculation-memo.docx
success-premium-calculation-memo.docx
High · 1
Medium · 2
Standard · 6
I. PURPOSE
Standard
⚑ Commercial term
I. PURPOSE This memorandum documents the calculation of the fifteen percent (15%) success premium payable to Calderwood & Harkness LLP (the "Firm") under the terms of the engagement letter dated February 5, 2024 (the "Engagement Letter"), entered into between the Firm and Redstone Gaming Corp. (the "Client"). The success premium is a component of the modified hourly fee arrangement governing the Firm's representation
II. TRIGGERING EVENT — CONFIRMATION OF "SUCCESSFUL SETTLEMENT"
Medium
⚑ Liability cap to check against exposure
II. TRIGGERING EVENT — CONFIRMATION OF "SUCCESSFUL SETTLEMENT" A. Fee Arrangement Terms The fee arrangement governing the Firm's representation of the Client is set forth in the Engagement Letter dated February 5, 2024, which was executed by Francesca Morano on behalf of Calderwood & Harkness LLP in her capacity as Responsible Partner and countersigned by Derek Olafson, Executive Vice President and General Counsel of
1. Monetary Payment
1. Monetary Payment The Defendants and their insurer agreed to pay Redstone Gaming Corp. a total of Fourteen Million Seven Hundred Fifty Thousand Dollars ($14,750,000.00), allocated as follows: (i) $10,250,000.00 from Ironclad Surety & Insurance Co., payable under Policy No. ML-2023-07714 (Media Liability and Errors & Omissions Policy), to be paid by wire transfer within thirty (30) calendar days of the Effective Dat
2. Corrective Publication
2. Corrective Publication GPR agreed to publish a Corrective Publication of not fewer than 1,500 words on its website, grizzlypeakresearch.com, within five (5) business days of the Effective Date. The Corrective Publication must acknowledge material inaccuracies contained in all three of the research reports at issue in the litigation — specifically, the reports titled "RDGM: A House of Cards" (published March 15, 20
3. Social Media Corrective Statement
3. Social Media Corrective Statement GPR further agreed to publish a corrective statement of not fewer than 280 characters on its official social media account, @GrizzlyPeakRes, on the same platform(s) where the original reports were promoted. The social media corrective statement must include a hyperlink to the full Corrective Publication on grizzlypeakresearch.com and must remain posted for the same twenty-four (24
4. Stipulated Permanent Injunction and Trading Bar
4. Stipulated Permanent Injunction and Trading Bar The parties agreed to a stipulated permanent injunction, to be entered by the Superior Court, which: (i) permanently bars GPR, GPCP, Tobias Fenchurch, and their agents, affiliates, and successors from republishing, redistributing, or otherwise disseminating the three research reports identified above, or any substantially similar statements concerning Redstone Gaming
5. Additional Terms
5. Additional Terms The Settlement Agreement further provides for: (i) Mutual Releases. Broad mutual releases of all claims, counterclaims, cross-claims, and causes of action, whether known or unknown, arising out of or related to the facts and circumstances alleged in the litigation, with an express waiver of California Civil Code Section 1542; (ii) Non-Disparagement. A three-year mutual non-disparagement clause, ef
6. Conclusion Regarding Triggering Condition
6. Conclusion Regarding Triggering Condition Based on the foregoing, the settlement unambiguously qualifies as a "Successful Settlement" under Section 4(c) of the Engagement Letter. The settlement satisfies all three independent prongs of the definition: (i) the monetary recovery of $14,750,000.00 exceeds the $5,000,000 threshold; (ii) the settlement includes substantial non-monetary relief, including corrective publ
III. AGGREGATE DISCOUNTED FEES — COMPUTATION
Standard
⚑ Commercial term
III. AGGREGATE DISCOUNTED FEES — COMPUTATION A. Billing Rate Structure The following table sets forth the standard hourly rates and corresponding discounted rates (at 85% of standard) for each timekeeper assigned to the matter during the engagement period. These rates are consistent with Schedule A to the Engagement Letter and with the rates reflected on all monthly invoices rendered to the Client during the engageme
IV. SUCCESS PREMIUM CALCULATION
High
⚑ Non-compete / exclusivity restraint
IV. SUCCESS PREMIUM CALCULATION A. Premium Formula Pursuant to Section 4(b) of the Engagement Letter, the Success Premium is calculated as fifteen percent (15%) of the Aggregate discounted Fees billed during the engagement period. The computation is as follows: Success Premium = 15% × Aggregate discounted Fees Success Premium = 0.15 × $2,800,622.50 Success Premium = $420,093.38 Rounded to the nearest dollar: $420,093
V. COSTS ADVANCED
Standard
⚑ Commercial term
V. COSTS ADVANCED In addition to the professional fees set forth above, Calderwood & Harkness LLP advanced costs on behalf of the Client during the engagement period totaling $187,450.00. These costs were incurred in the ordinary course of the litigation and are reimbursable by the Client in full pursuant to Section 6 of the Engagement Letter, which provides that the Client shall reimburse the Firm for all reasonable
VI. GRAND TOTAL DUE FROM CLIENT
Standard
⚑ Commercial term
VI. GRAND TOTAL DUE FROM CLIENT The following table summarizes the total amount due from the Client, encompassing all professional fees, the Success Premium, and costs advanced: This Grand Total of $3,408,166.00 will be reflected in the Final Billing Memorandum prepared for transmittal to Derek Olafson, Executive Vice President and General Counsel, Redstone Gaming Corp. The Grand Total is subject to credit for any ou
VII. RECONCILIATION AND CROSS-REFERENCES
VII. RECONCILIATION AND CROSS-REFERENCES The calculations set forth in this memorandum should be read in conjunction with, and are supported by, the following documents:
1. Final Billing Memorandum / Fee Summary (prepared by Samuel Eklund, January 2025). This
Standard
⚑ Commercial term
1. Final Billing Memorandum / Fee Summary (prepared by Samuel Eklund, January 2025). This companion document provides detailed monthly billing breakdowns by timekeeper for each month of the engagement period, reconciles all monthly invoices rendered to the Client, identifies payments received, and presents the net balance due inclusive of the Success Premium and costs advanced.
2. Engagement Letter dated February 5, 2024, Section 4 (Fee Arrangement). This section co
Standard
⚑ Commercial term
2. Engagement Letter dated February 5, 2024, Section 4 (Fee Arrangement). This section constitutes the contractual basis for the modified hourly fee arrangement, the 85% discounted rate structure, and the 15% Success Premium. Subsection 4(b) specifies the premium formula, and Subsection 4(c) defines the triggering condition of "Successful Settlement or Judgment."
3. Settlement Agreement and Mutual Release dated January 6, 2025. This agreement constitu
3. Settlement Agreement and Mutual Release dated January 6, 2025. This agreement constitutes the formal memorialization of the settlement and serves as definitive evidence of the triggering event for the Success Premium. The Settlement Agreement was fully executed by all parties and their respective counsel on the Effective Date.
4. Mediator's Term Sheet dated December 4, 2024. This document constitutes the initial bi
4. Mediator's Term Sheet dated December 4, 2024. This document constitutes the initial binding memorialization of the settlement terms reached at the conclusion of the two-day mediation before the Honorable Gerald K. Matsuda (Ret.). The Mediator's Term Sheet was signed by all parties and counsel and was expressly designated as binding and enforceable. It is further noted, for purposes of reconciliation, that all invo
VIII. CONCLUSION
Medium
⚑ Confidentiality undertaking
VIII. CONCLUSION Based on the analysis set forth in this memorandum, the fifteen percent (15%) Success Premium of approximately $420,093.00 is properly calculated and is due and payable by Redstone Gaming Corp. under the terms of the Engagement Letter dated February 5, 2024. The triggering condition — a "Successful Settlement or Judgment" — has been unambiguously satisfied by the execution of the Settlement Agreement