PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT

PRIVILEGED AND CONFIDENTIAL — ATTORNEY WORK PRODUCT
CALDERWOOD & HARKNESS LLP 110 SE 6th Street, Suite 2800 Fort Lauderdale, FL 33301
MEMORANDUM
TO: File — Verimark Hospitality Group Inc. v. Coastal Palms Franchise Holdings LLC et al., Case No. 1021-00006, Circuit Court of the 17th Judicial Circuit, Broward County, Florida
FROM: Yuki Nakamura (FL Bar No. 0119644)
DATE: January 20, 2023
RE: Deposition Examination Outline — Janet Kerrigan, Former Regional Controller, Coastal Palms Franchise Holdings LLC
DEPOSITION DATE: January 27, 2023
DEPOSITION LOCATION: Calderwood & Harkness LLP, 110 SE 6th Street, Suite 2800, Fort Lauderdale, FL 33301
COURT REPORTER: To be confirmed by Nexagen Document Solutions LLC coordination
DEPOSITION EXAMINATION OUTLINE — JANET KERRIGAN
I. PRELIMINARY NOTES AND WITNESS ASSESSMENT
A. Witness Profile
Janet Kerrigan served as Regional Controller for Coastal Palms Franchise Holdings LLC from approximately 2011 through October 2021, when she was terminated by the company. Following her termination, Kerrigan contacted Verimark Hospitality Group Inc.'s compliance hotline on November 8, 2021, to report what she described as a systematic revenue diversion scheme operated by Coastal Palms' Managing Member, Randall "Randy" Brecker, through a separate entity known as Suncoast Room Management Inc.
Kerrigan is the whistleblower whose initial tip triggered Verimark's pre-litigation investigation and the subsequent engagement of Thornbury & Associates CPAs LLP on November 22, 2021, to conduct a forensic audit of Coastal Palms' revenue-reporting practices across the franchise portfolio. Her report ultimately led to the filing of the Complaint on March 7, 2022, in the Circuit Court of the 17th Judicial Circuit, Broward County, Florida.
This deposition is expected to be cooperative and witness-friendly. Kerrigan initiated contact with Verimark of her own accord, and her interests are substantially aligned with the plaintiff's case theory. She has personal knowledge of the revenue diversion scheme, observed it firsthand in her capacity as Regional Controller, and received direct instructions from Brecker to implement the underreporting methodology. She is positioned to provide foundational testimony on each of the core claims in this case, including breach of the Franchise License Agreements, unjust enrichment, fraudulent concealment, and an accounting.
Given her approximately ten-year tenure at Coastal Palms and her position as Regional Controller with supervisory authority over property-level accountants and bookkeepers, Kerrigan possesses detailed knowledge of the financial reporting processes, the Suncoast revenue channel, the gulfcoastrooms.com booking platform, the OTA net-rate netting methodology, and Brecker's personal role in directing each of these practices. She is expected to be articulate and credible, and her testimony should be elicited in a manner that maximizes its utility for summary judgment briefing and, if necessary, trial presentation.
B. Examination Approach
The examination should proceed in a witness-friendly tone throughout. Kerrigan is not a hostile or adverse witness, and the goal is to draw out her testimony in a supportive, non-leading manner that allows her to describe events in her own words while ensuring that each essential element is covered. The following principles should guide the examination:
1.  Chronological Narrative. Build the narrative chronologically, beginning with Kerrigan's background and employment history, proceeding through her observations of the revenue diversion scheme, the instructions she received from Brecker, her internal objections, the circumstances of her termination, and finally her decision to contact Verimark's compliance hotline. This chronological structure will provide the most natural and compelling presentation for summary judgment and trial use.
2.  Exhibit Foundations. Establish a proper foundation for each key exhibit before it is marked during the deposition. Walk the witness through identification of each document, confirm her familiarity with it, and elicit testimony that places the document in context. All exhibits should be pre-marked in advance of the deposition and organized in a tabbed binder for efficient reference.
3.  Anticipating Cross-Examination. Defense counsel from Whitfield, Barrow & Crane LLP — likely Gabriela Montes or Ethan Doyle — will focus cross-examination on Kerrigan's credibility, her motive as a terminated employee, and potential bias arising from the circumstances of her departure. It is critical to inoculate against these themes during the direct examination by affirmatively eliciting testimony regarding the reasons for her termination, her lack of any financial interest in the outcome of this litigation, and the existence of contemporaneous documentation corroborating her account.
4.  Open-Ended Questions. Use open-ended questions wherever possible ("Describe for us…," "Tell us what happened…," "What did you observe…") to allow the witness to present her testimony in her own words. This approach enhances credibility and minimizes the appearance that testimony has been coached or scripted.
5.  Precision on Key Facts. Notwithstanding the use of open-ended questions, ensure precision on critical factual points: specific dates, specific instructions from Brecker, specific dollar amounts or percentages where the witness has knowledge, and specific documents she prepared, reviewed, or received.
C. Key Objectives
The following objectives constitute the primary goals of this deposition. Each objective should be fully accomplished before the examination concludes:
1.  Establish Kerrigan's personal knowledge of the revenue diversion scheme operated through Suncoast Room Management Inc. and the unbranded booking website gulfcoastrooms.com. This includes her understanding of how the scheme worked, the types of revenue that were diverted, and the mechanism by which diverted revenue was excluded from reports submitted to Verimark.
2.  Elicit testimony that Randall "Randy" Brecker personally directed controllers — including Kerrigan — to exclude direct-booking revenues from the Gross Room Revenue (GRR) reports submitted to Verimark. Brecker's personal involvement and direction is central to the claims for fraudulent concealment and for piercing the corporate veil of the various entity defendants.
3.  Establish the scope and duration of underreporting. The evidence developed through the forensic audit by Thornbury & Associates CPAs LLP indicates that the revenue diversion began no later than January 2013 and continued through at least the date of Kerrigan's termination in October 2021. Kerrigan's testimony should confirm this timeline or, if her knowledge supports it, extend it further.
4.  Quantify — from the witness's perspective — the approximate magnitude of diverted revenue. While precise quantification will be provided through expert testimony, Kerrigan's estimates based on her firsthand experience will provide a valuable corroborative data point. For context, Verimark's forensic analysis estimated FY 2021 underreported GRR of $33.2 million (true GRR of $145.6 million versus reported GRR of $112.4 million), with cumulative 2013–2021 underreporting estimated at $197.8 million.
5.  Document Suncoast's 12% management fee on direct-booking revenue. The management fee represents a separate stream of enrichment flowing to Brecker through the Suncoast entity, and its existence demonstrates the personal financial incentive Brecker had to maintain and expand the revenue diversion scheme.
6.  Describe the OTA net-rate netting methodology used to further understate GRR. This secondary underreporting technique — classifying net-rate OTA payments as "commissions receivable" and netting them against gross revenue — represents an additional breach of the GRR reporting obligations under the FLAs and further illustrates the systematic nature of the scheme.
7.  Establish that property-level managers and accountants received direction from "corporate" (i.e., Brecker) to route walk-in and corporate-direct bookings through the Suncoast channel. This testimony will corroborate the recurring theme identified during the ten property-manager and accountant depositions already completed.
8.  Document the circumstances of Kerrigan's termination in October 2021 and her motivation for contacting Verimark's compliance hotline. This testimony serves dual purposes: it establishes additional evidence of Brecker's consciousness of guilt (if the termination was connected to Kerrigan's objections to the reporting methodology), and it inoculates against the defense narrative that Kerrigan is a disgruntled former employee motivated by revenge.
9.  Preserve testimony for summary judgment and potential trial use. All testimony should be elicited with sufficient clarity and specificity to support summary judgment briefing on the breach-of-contract, unjust enrichment, and fraudulent concealment claims, and to be presented effectively at trial through deposition designations if Kerrigan is unavailable or through her live testimony if she testifies.
D. Anticipated Exhibits
The following exhibits should be pre-marked and prepared for use during the deposition. All exhibits will be copied in triplicate: the original for the court reporter, one copy for the witness, and one copy for opposing counsel. Exhibit designations use the "K-" prefix to distinguish this witness's exhibits from other deposition exhibits in the case.
•  Exhibit K-1: Janet Kerrigan's employment records and offer letter with Coastal Palms Franchise Holdings LLC. This exhibit will establish the beginning of her employment, her title, her compensation, and the terms of her engagement. These records should be drawn from the initial 84,000-document production made by Coastal Palms on September 12, 2022.
•  Exhibit K-2: Organizational chart of Coastal Palms Franchise Holdings LLC, showing Kerrigan's reporting line to Randall Brecker as Managing Member. This exhibit establishes Kerrigan's position within the corporate hierarchy and her direct reporting relationship to the individual directing the revenue diversion scheme.
•  Exhibit K-3: Sample monthly Gross Room Revenue (GRR) report prepared by Kerrigan's team and submitted to Verimark Hospitality Group Inc. A representative month from 2019 or 2020 should be selected that illustrates the format, content, and omissions in the GRR reporting. The sample should come from a property for which corresponding Suncoast revenue records are available in the supplemental production to allow side-by-side comparison.
•  Exhibit K-4: Suncoast Room Management Inc. general ledger entries. These records were produced as part of the November 18, 2022 supplemental production of approximately 312,000 documents, which was compelled following Judge Harmon's October 7, 2022 order granting Verimark's motion to compel. These ledger entries should demonstrate the volume and regularity of direct-booking revenue flowing through Suncoast.
•  Exhibit K-5: Suncoast management-fee invoices showing the 12% fee retained by Suncoast on direct-booking revenues before the balance was remitted to the property-level operating LLCs (Gulf Breeze Hospitality LLC, Savannah Lodging Partners LLC, and others). These invoices document both the existence and the magnitude of the management-fee skim.
•  Exhibit K-6: gulfcoastrooms.com booking records from the supplemental production. These records will establish the volume, frequency, and revenue associated with bookings made through the unbranded website, and will confirm that these bookings involved Verimark-branded properties whose revenue should have been reported as GRR.
•  Exhibit K-7: Internal emails from Randall Brecker to Kerrigan and/or other controllers regarding GRR reporting methodology. These emails, produced in the supplemental production, are expected to contain explicit or implicit instructions to exclude Suncoast-collected revenues from GRR figures. This is one of the most critical exhibits for establishing Brecker's personal direction of the scheme.
•  Exhibit K-8: OTA reconciliation reports showing the net-rate netting methodology applied against GRR. These reports demonstrate the secondary underreporting technique by which Coastal Palms further understated its GRR obligations.
•  Exhibit K-9: Kerrigan's termination documentation, including the termination letter and any related HR records from October 2021. This exhibit will establish the circumstances and timing of her departure and will be used to explore whether the termination was connected to her concerns about revenue-reporting practices.
•  Exhibit K-10: Verimark compliance hotline log documenting Kerrigan's November 8, 2021 report. This exhibit establishes the date, content, and circumstances of Kerrigan's whistleblower contact, and provides the documentary link between Kerrigan's report and the commencement of Verimark's pre-litigation investigation.
•  Exhibit K-11: Representative Franchise License Agreement (FLA) between Verimark Hospitality Group Inc. and a Coastal Palms property. Relevant provisions include FLA § 4.1 (definition of Gross Room Revenue), § 4.2 (marketing-fund contribution), § 4.3 (technology fee), and § 8.2 (audit rights). This exhibit will be used to establish Kerrigan's awareness of and familiarity with the franchise reporting obligations.
•  Exhibit K-12: Corporate-direct booking contracts routed through Suncoast Room Management Inc. rather than through the Verimark reservation system. These contracts illustrate one of the principal revenue categories that was diverted through the Suncoast channel and excluded from GRR reports.
Carlos Espinoza will prepare the complete exhibit binder and will handle exhibit marking during the deposition. All bates-number references should be verified against the Nexagen Document Solutions LLC production log prior to the deposition.
II. TOPIC 1: BACKGROUND AND EMPLOYMENT HISTORY
A. Personal Background
Begin the examination by establishing the witness's identity, current contact information, and professional background. This foundational testimony sets the stage for the substantive examination and establishes Kerrigan's credibility as a qualified accounting professional.
Suggested Questions:
•  Please state your full name for the record.
•  What is your current address? You may provide the city and state without a specific street address if you prefer.
•  Ms. Kerrigan, would you describe your educational background for us? Where did you attend college, and what degree or degrees did you obtain?
Note: Kerrigan is expected to hold a degree in accounting, finance, or a related field. Confirm the institution, the degree, and the year of graduation.
•  Do you hold any professional certifications? For example, are you a Certified Public Accountant, a Certified Management Accountant, or do you hold any other professional designations?
Note: If she holds a CPA license, confirm the state of licensure and whether the license is currently active.
•  Before joining Coastal Palms Franchise Holdings LLC, where were you employed? Please walk us through your employment history after completing your education.
Note: Establish the progression of her career, including any prior positions in hotel or hospitality accounting, to demonstrate the depth and relevance of her professional experience.
•  How many years of professional accounting experience did you have prior to joining Coastal Palms?
B. Hiring by Coastal Palms
Transition to the circumstances of Kerrigan's hiring by Coastal Palms. This testimony establishes the beginning of the employment relationship and introduces Randall Brecker as the individual who brought Kerrigan into the organization.
Suggested Questions:
•  When did you begin your employment with Coastal Palms Franchise Holdings LLC?
Note: Expected answer is approximately 2011. Press for the specific month if the witness can recall.
•  How did you come to be employed by Coastal Palms? Was the position advertised, or were you recruited?
•  Who was involved in the hiring decision? Specifically, did Randall Brecker interview you or participate in the decision to hire you?
Note: Establishing Brecker's role in the hiring decision underscores the personal, direct nature of the relationship between Brecker and Kerrigan, which will be important when eliciting testimony about Brecker's instructions.
•  What was your initial title when you joined Coastal Palms?
•  What was your initial job description? What were you hired to do?
•  What was your compensation when you first joined Coastal Palms? Were you salaried? Did you receive any bonuses or other forms of compensation?
•  Did you receive an offer letter or employment agreement when you were hired?
Note: If she confirms receipt of an offer letter, mark Exhibit K-1 (Kerrigan's employment records / offer letter). Ask her to identify the document, confirm it is her offer letter, and walk through the key terms.
C. Promotion to Regional Controller
Establish when and how Kerrigan assumed the title and responsibilities of Regional Controller. This testimony defines the scope of her oversight and, critically, the universe of properties over which she had direct financial reporting responsibility.
Suggested Questions:
•  At some point during your employment with Coastal Palms, you assumed the title of Regional Controller. Is that correct?
•  When did you receive that title?
•  Was this a formal promotion, and if so, who promoted you?
•  When you became Regional Controller, which hotel properties fell within your area of oversight and responsibility?
Note: The Coastal Palms portfolio comprised approximately 3,740 total rooms across 22 franchised hotel properties — 18 Verimark Suites and 4 Verimark Select. Kerrigan is expected to have had oversight of multiple properties across Florida and Georgia, including properties operated by Gulf Breeze Hospitality LLC (6 Verimark Suites in Southwest Florida) and potentially Savannah Lodging Partners LLC (4 Verimark Suites in coastal Georgia). Establish which specific properties she oversaw, the brand designations (Verimark Suites vs. Verimark Select), and the geographic distribution.
•  Approximately how many total guest rooms were located at the properties under your oversight?
•  To whom did you report in your role as Regional Controller?
Note: Expected answer is Randall Brecker, Managing Member of Coastal Palms. If she reported to an intermediate supervisor at any point, establish that as well, but confirm that Brecker was the ultimate authority.
•  Mark Exhibit K-2 (organizational chart of Coastal Palms). Ms. Kerrigan, I'm showing you what's been marked as Exhibit K-2. Do you recognize this document? Does it accurately reflect the organizational structure of Coastal Palms during your tenure, and specifically your reporting relationship to Mr. Brecker?
•  Who reported to you in your role as Regional Controller? Did you supervise property-level accountants and bookkeepers?
Note: Establish the scope of her supervisory responsibilities. Confirm that she supervised the individuals who were responsible for compiling the financial data that went into the GRR reports.
•  Over the course of your employment, did the number of properties under your oversight change as Coastal Palms' portfolio grew?
D. Job Responsibilities
Develop a detailed picture of Kerrigan's day-to-day responsibilities. This testimony establishes the basis for her personal knowledge of the revenue-reporting processes and her direct involvement in the preparation of GRR reports.
Suggested Questions:
•  Please describe for us your day-to-day duties and responsibilities as Regional Controller of Coastal Palms.
•  What types of financial reports did you prepare or oversee in that role?
•  Did your duties include the preparation or oversight of monthly Gross Room Revenue reports — sometimes referred to as GRR reports — that were submitted to Verimark Hospitality Group Inc.?
Note: This is a critical question. Her affirmative answer establishes that she was directly involved in the preparation of the very reports at the center of this case.
•  How frequently were GRR reports prepared and submitted to Verimark?
•  In your role, did you interact with anyone at Verimark Hospitality Group Inc.? Specifically, did you have any contact with Deidre Langston, Verimark's Senior Vice President of Franchise Operations, or members of her staff?
Note: Establish any direct contact between Kerrigan and Verimark personnel. This may be relevant to demonstrating that Verimark relied on the accuracy of the GRR reports submitted by Coastal Palms.
•  As Regional Controller, did you have access to the property management system — or PMS — data for the hotels under your oversight?
•  Were you familiar with the PMS systems used at the Coastal Palms properties?
•  In your role, did you have access to the financial records of Suncoast Room Management Inc.?
Note: If she had access to Suncoast's records, this deepens the foundation for her testimony about the revenue diversion. If she did not have direct access, explore how she became aware of Suncoast's financial activity.
III. TOPIC 2: UNDERSTANDING OF FRANCHISE REPORTING OBLIGATIONS
A. Awareness of Franchise License Agreements
This topic establishes Kerrigan's understanding of the contractual obligations that governed Coastal Palms' reporting of Gross Room Revenue to Verimark. Her awareness that GRR was defined broadly to include all guest-room revenues regardless of booking channel is essential to demonstrating that the exclusion of Suncoast revenues was a knowing violation of the FLAs.
Suggested Questions:
•  Ms. Kerrigan, were you aware during your employment that each hotel property operated by Coastal Palms or its affiliated entities did so under a Franchise License Agreement — which I'll refer to as an FLA — with Verimark Hospitality Group Inc.?
•  In your capacity as Regional Controller, did you ever review or have access to the Franchise License Agreements?
Note: Mark Exhibit K-11 (representative Franchise License Agreement). Present the exhibit to the witness.
•  I'm showing you what has been marked as Exhibit K-11. Do you recognize this document? Can you tell us what it is?
•  I'd like to direct your attention to Section 4.1 of the FLA. This section defines Gross Room Revenue. Would you please read the definition for the record?
Note: FLA § 4.1 defines GRR as "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." Ensure this language is read into the record.
•  Based on your reading of that definition, did you understand Gross Room Revenue to include all revenues derived from the rental of guest rooms, regardless of the channel through which the booking was made?
•  Did you understand that this definition would include revenues collected by an entity other than the hotel itself, if those revenues were derived from or attributable to the rental of guest rooms at the hotel?
•  Were you aware that Coastal Palms was required to pay a 5% royalty to Verimark on Gross Room Revenue as defined in Section 4.1?
•  Were you aware of the 2.5% marketing-fund contribution on GRR required by Section 4.2?
•  Were you aware of the technology fee of $12.50 per available room per month required by Section 4.3?
•  Based on your understanding, if guest-room revenues were excluded from the GRR calculation, the result would be a reduction in the royalty, marketing-fund, and technology-fee payments owed to Verimark. Is that correct?
B. GRR Reporting Process
Having established Kerrigan's awareness of the contractual obligations, now explore the mechanics of the GRR reporting process. This testimony will lay the groundwork for demonstrating exactly how the underreporting was accomplished.
Suggested Questions:
•  Please describe the process by which monthly GRR reports were compiled and submitted to Verimark.
•  What data sources were used to compile the GRR figures? For example, did you rely on PMS data, bank statements, or other sources?
•  Who had final approval or sign-off authority on the GRR reports before they were submitted to Verimark?
Note: Expected answer is Brecker or Kerrigan at Brecker's direction. If Brecker himself reviewed and approved the reports, this establishes his personal knowledge of and involvement in the underreporting.
•  Was there a standard format or template for the GRR reports?
•  I'd like to show you Exhibit K-3, which has been marked as a sample monthly GRR report. Do you recognize this document?
Note: Mark Exhibit K-3 (sample monthly GRR report). Walk the witness through the document, identifying each line item and category.
•  Looking at this report, can you walk us through the line items? What revenue categories are reflected in this report?
•  Now, looking at this same report, are there any categories of guest-room revenue that are not reflected in this report?
Note: This question is designed to elicit testimony that Suncoast-collected revenues — including walk-in, corporate-direct, and gulfcoastrooms.com bookings — were omitted from the GRR reports. Allow the witness to identify the omissions in her own words.
•  Were all booking channels captured in the GRR reports submitted to Verimark?
•  If not, which booking channels were excluded?
IV. TOPIC 3: SUNCOAST ROOM MANAGEMENT INC. — STRUCTURE AND OPERATIONS
A. Formation and Purpose of Suncoast
This topic is one of the most important in the entire deposition. It establishes the existence, structure, and purpose of the entity through which the revenue diversion was accomplished. Take sufficient time to develop this testimony thoroughly.
Suggested Questions:
•  Ms. Kerrigan, are you familiar with an entity called Suncoast Room Management Inc.?
•  When did you first become aware of Suncoast Room Management Inc.?
Note: Expected answer is that Suncoast was established beginning no later than January 2013. If Kerrigan became aware of it at or near its formation, this establishes early knowledge.
•  Who formed Suncoast Room Management Inc.?
Note: Expected answer is Randall Brecker. Confirm that Brecker is the President of Suncoast and also the Managing Member (60% equity) of Coastal Palms.
•  What was your understanding of the purpose of Suncoast? Why was it created?
•  Was Suncoast Room Management Inc. a separate legal entity from Coastal Palms Franchise Holdings LLC?
Note: Confirm that Suncoast is a Florida corporation with Brecker serving as President.
•  Did Suncoast have its own bank accounts, separate from Coastal Palms' accounts and from the property-level LLC accounts?
•  Did Suncoast have its own employees?
•  Did Suncoast maintain its own offices, or did it operate out of Coastal Palms' facilities?
•  To your knowledge, did Suncoast Room Management Inc. have any operational purpose other than the collection of direct-booking revenue from guests staying at Coastal Palms' franchised hotel properties?
Note: This question is designed to establish that Suncoast was a single-purpose entity created to facilitate the revenue diversion. If the witness confirms this, it strengthens the argument that Suncoast had no legitimate independent business purpose.
B. Revenue Channels Routed Through Suncoast
Establish the specific types of guest-room bookings that were processed through Suncoast rather than through the hotel's standard PMS and Verimark reservation system.
Suggested Questions:
•  What types of guest-room bookings were processed through Suncoast Room Management Inc. rather than through the hotel's standard property management system or the Verimark reservation system?
•  Let me ask about specific categories. First, were walk-in guests — guests who arrived at the hotel without a prior reservation — routed through Suncoast?
•  Second, were corporate-direct bookings — contracts with businesses or organizations for a certain volume of room nights at negotiated rates — routed through Suncoast?
Note: Mark Exhibit K-12 (corporate-direct booking contracts routed through Suncoast). Present the exhibit and ask the witness to identify it.
•  I'm showing you Exhibit K-12. Do you recognize these documents? Can you describe what they are?
•  Were these corporate-direct contracts negotiated and executed by Suncoast rather than by the hotel or by Coastal Palms?
•  Third, were bookings made through a website called gulfcoastrooms.com routed through Suncoast?
Note: Mark Exhibit K-6 (gulfcoastrooms.com booking records). Present the exhibit.
•  I'm showing you Exhibit K-6. Do you recognize these records? What do they reflect?
•  How were guests directed to these alternative booking channels? In other words, who decided that a particular booking would go through Suncoast rather than through the standard Verimark reservation system?
•  Was there a set of criteria or instructions for determining which bookings would be routed through Suncoast?
•  Based on your knowledge and observations as Regional Controller, approximately what percentage of total guest-room revenue at the properties you oversaw was routed through Suncoast rather than through the Verimark system?
Note: For context, Verimark's forensic analysis estimated underreporting of 22%–31% across the portfolio. Kerrigan's estimate will provide a valuable corroborative data point. Do not coach the witness to a specific number; allow her to provide her own estimate and the basis for it.
C. The 12% Management Fee
Establish the existence and mechanics of the management fee that Suncoast retained on direct-booking revenues before remitting the balance to the property-level LLCs.
Suggested Questions:
•  Ms. Kerrigan, were you aware that Suncoast Room Management Inc. retained a fee — sometimes referred to as a "management fee" — on the direct-booking revenues it collected before remitting the balance to the property-level operating LLCs such as Gulf Breeze Hospitality LLC and Savannah Lodging Partners LLC?
•  What was the percentage of that management fee?
Note: Expected answer is 12%.
•  I'm showing you what has been marked as Exhibit K-5. Do you recognize these documents?
Note: Mark Exhibit K-5 (Suncoast management-fee invoices). Walk the witness through a representative invoice, identifying the gross revenue collected, the 12% fee, and the net amount remitted.
•  Can you walk us through this invoice? What does it show?
•  Who authorized the 12% management fee? Who decided that Suncoast would retain 12% of the direct-booking revenues?
Note: Expected answer is Brecker.
•  Where did the 12% management fee go? Did it remain in Suncoast's accounts?
•  To your knowledge, did the 12% management fee ultimately benefit Randall Brecker personally?
•  Was the 12% management fee ever disclosed to Verimark Hospitality Group Inc.?
•  Were either the Suncoast-collected revenues or the 12% management fee included in the GRR reports submitted to Verimark?
Note: Expected answer is no — neither the gross revenues collected through Suncoast nor the 12% management fee retained by Suncoast was ever included in the GRR figures reported to Verimark. This answer establishes a dual layer of underreporting and enrichment.
D. The gulfcoastrooms.com Website
Establish the details of the unbranded booking website that served as one of the principal channels for the revenue diversion.
Suggested Questions:
•  When was the website gulfcoastrooms.com established?
Note: Expected answer is in connection with Suncoast's operations, no later than 2013.
•  Who operated gulfcoastrooms.com?
Note: Expected answer is Suncoast Room Management Inc.
•  Was gulfcoastrooms.com branded with any Verimark marks — for example, did it display the Verimark Suites or Verimark Select logos or trade names?
Note: Expected answer is no — the website was unbranded and did not use Verimark intellectual property, which suggests a deliberate effort to avoid detection by Verimark.
•  If a guest booked a room through gulfcoastrooms.com, would the guest actually be staying at a Verimark-branded property — a Verimark Suites or Verimark Select hotel?
•  How were guests made aware of gulfcoastrooms.com? Was the website advertised or promoted? If so, by whom and through what channels?
•  What volume of bookings came through gulfcoastrooms.com? Was it a significant source of revenue?
•  Were the revenues from gulfcoastrooms.com bookings reported to Verimark as part of GRR?
Note: Expected answer is no.
•  Did anyone at Verimark, to your knowledge, become aware of gulfcoastrooms.com during your tenure at Coastal Palms?
V. TOPIC 4: INSTRUCTIONS FROM RANDALL BRECKER TO EXCLUDE REVENUE FROM GRR REPORTS
Note: This is the most important topic in the deposition. Allocate 40–50 minutes. The goal is to establish through Kerrigan's testimony that Brecker personally and explicitly directed controllers to exclude Suncoast-collected revenues from GRR reports submitted to Verimark, and that he did so with knowledge that the exclusion violated the FLAs.
A. Direct Instructions
Suggested Questions:
•  Ms. Kerrigan, did Randall Brecker ever instruct you to exclude revenues collected through Suncoast Room Management Inc. from the monthly GRR reports that were submitted to Verimark?
Note: This is the central question of the deposition. Allow the witness to answer fully. If she confirms the instruction, follow up to develop the details.
•  When did you first receive such an instruction from Mr. Brecker?
Note: Expected answer is upon becoming aware of Suncoast's role, no later than January 2013 or shortly after she began overseeing the relevant properties.
•  How was the instruction communicated to you? Was it verbal, in writing, or both?
•  If the instruction was communicated in writing, do you recall receiving emails or memoranda from Mr. Brecker on this subject?
Note: Mark Exhibit K-7 (internal emails from Brecker regarding GRR reporting methodology). Present the exhibit.
•  I'm showing you what has been marked as Exhibit K-7. Do you recognize these emails? Can you identify the sender and recipients?
•  Please take a moment to review these emails. Do they reflect the type of instructions you received from Mr. Brecker regarding how to handle Suncoast revenues in the GRR reports?
•  In your own words, what did Mr. Brecker tell you or instruct you to do with respect to Suncoast revenues and the GRR reports?
•  What specific language did Mr. Brecker use? Did he use any particular terms or phrases to describe how Suncoast revenues should be handled?
•  Did Mr. Brecker explain to you why Suncoast revenues should be excluded from the GRR reports? Did he offer a rationale or justification?
•  Were these instructions given to you alone, or were they given to other controllers and accountants within Coastal Palms as well?
Note: For context, depositions of ten property-manager and accountant witnesses confirmed a recurring theme of direction from "corporate" — meaning Brecker — to use the Suncoast channel for certain booking categories. Kerrigan's testimony should corroborate this pattern.
•  Can you identify by name any other controllers, accountants, or property-level managers who received similar instructions from Mr. Brecker?
•  Were the instructions to exclude Suncoast revenues a one-time occurrence, or were they repeated or reinforced over time?
•  Did Mr. Brecker ever acknowledge that excluding Suncoast revenues from the GRR reports might be inconsistent with Coastal Palms' obligations under the Franchise License Agreements?
•  Did he ever acknowledge that excluding those revenues would reduce the royalties, marketing-fund contributions, and technology fees owed to Verimark?
•  Did he ever express concern about the possibility that Verimark discover the Suncoast revenue channel?
B. OTA Net-Rate Netting Instructions
In addition to the Suncoast revenue exclusion, establish the secondary underreporting technique involving OTA revenues.
Suggested Questions:
•  Ms. Kerrigan, in addition to the instructions regarding Suncoast revenues, were you also instructed to underreport revenue from third-party online travel agency — or OTA — channels?
•  Please describe the methodology that was used for OTA revenue reporting.
Note: The expected methodology involved classifying net-rate OTA payments as "commissions receivable" and netting them against the gross room revenue figure, rather than reporting the gross revenue and treating the OTA commission as a separate expense. This had the effect of further understating GRR.
•  I'm showing you what has been marked as Exhibit K-8 (OTA reconciliation reports). Do you recognize these documents? Can you explain what they show?
•  Was the netting methodology consistent with the definition of Gross Room Revenue in Section 4.1 of the FLA, which defines GRR on a gross basis — that is, "all revenues derived from or attributable to the rental of guest rooms"?
Note: Expected answer is no. Section 4.1 requires gross revenue reporting; the netting methodology reduced the reported figure below the gross amount.
•  Who directed you to use this OTA netting methodology?
Note: Expected answer is Brecker.
•  Was this methodology applied consistently across all properties, or only to certain properties?
•  How long was this OTA netting methodology in place?
C. Unreported Room Additions
Establish Kerrigan's knowledge of room additions that were not reported to Verimark, resulting in underpayment of the per-room technology fee.
Suggested Questions:
•  Ms. Kerrigan, were you aware that rooms were added to certain hotel properties within the Coastal Palms portfolio without notifying Verimark of the additional rooms?
Note: For context, Verimark's investigation identified 214 rooms added without notice across 4 properties, resulting in approximately $1.26 million in underpaid technology fees at the rate of $12.50 per room per month over an average of approximately 47 months.
•  Which properties added rooms without notifying Verimark?
•  How many rooms were added at each of those properties?
•  Who made the decision not to report the additional rooms to Verimark?
Note: Expected answer is Brecker.
•  Were you involved in any way in the decision to withhold notification of the added rooms?
•  Did you understand that the technology fee under FLA § 4.3 was calculated on a per-available-room basis, and that failing to report added rooms would result in underpayment of that fee?
VI. TOPIC 5: KERRIGAN'S CONCERNS AND INTERNAL OBJECTIONS
A. When Concerns Arose
This topic establishes that Kerrigan recognized the impropriety of the revenue-reporting practices and attempted to address the issue internally before she was terminated. This testimony serves multiple purposes: it corroborates the knowing nature of the FLA violations, it demonstrates Brecker's refusal to correct the practices, and it inoculates against the defense argument that Kerrigan is a disgruntled former employee motivated by revenge rather than conscience.
Suggested Questions:
•  Ms. Kerrigan, at some point during your employment with Coastal Palms, did you become concerned that the company's revenue-reporting practices might not be consistent with Coastal Palms' obligations under the Franchise License Agreements?
•  When did those concerns first arise?
•  What specifically caused you to become concerned?
•  Did you raise your concerns internally within Coastal Palms?
•  With whom did you raise your concerns, and when?
•  Did you raise your concerns directly with Randall Brecker?
•  If so, when did you first raise concerns with Mr. Brecker, and how did you communicate them — verbally, in writing, or both?
•  What was Mr. Brecker's response when you raised your concerns?
Note: Allow the witness to describe Brecker's response in detail. If Brecker dismissed, minimized, or became hostile in response to her concerns, this testimony supports the fraudulent concealment claim and demonstrates consciousness of guilt.
•  Did you raise your concerns with Mr. Brecker on more than one occasion?
•  Over time, did Mr. Brecker's response to your concerns change?
B. Interactions with Other Coastal Palms Personnel
Explore whether Kerrigan discussed her concerns with other members of Coastal Palms, including Theresa Brecker and Nolan Prescott.
Suggested Questions:
•  Did you discuss your concerns about revenue-reporting practices with anyone else within Coastal Palms?
•  Specifically, did you discuss your concerns with Theresa Brecker? 
Note: Theresa Brecker is a Member of Coastal Palms (15% equity) who managed payroll and HR.
•  If so, what was her response?
•  Did you discuss your concerns with Nolan Prescott?
Note: Nolan Prescott is a Member (25% equity), described as a passive investor and retired commercial real estate developer, age 67. His deposition is scheduled for February 10, 2023, and he is expected to claim lack of knowledge. However, produced documents show he received quarterly financial summaries that included Suncoast revenue lines. It is important to establish whether Kerrigan ever communicated her concerns to Prescott, as this would undermine his claimed ignorance.
•  If so, what was Mr. Prescott's response?
•  Did you discuss your concerns with any other property-level managers, accountants, or bookkeepers?
•  Were any other employees, to your knowledge, aware of and uncomfortable with the revenue-reporting methodology?
•  Did any other employees ever express concerns to you about the exclusion of Suncoast revenues from GRR reports?
C. Documentation of Concerns
Establish whether Kerrigan created any contemporaneous records of her concerns, and whether such records exist in the production.
Suggested Questions:
•  Did you create any contemporaneous notes, emails, or memoranda documenting your concerns about the revenue-reporting practices?
•  If so, when were those documents created, and what form did they take?
•  Did you retain copies of any such documentation after your termination from Coastal Palms?
•  Are you aware of any documents in the case file — whether from the initial production of approximately 84,000 documents or the supplemental production of approximately 312,000 documents — that reflect your concerns about the revenue-reporting practices?
•  If contemporaneous documents exist that corroborate your concerns, can you identify them by description or approximate date?
Note: The existence of contemporaneous documentation is extremely valuable for credibility purposes and for rebutting the anticipated defense argument that Kerrigan fabricated or exaggerated her concerns after the fact. If such documents exist, they should be identified and potentially added to the exhibit list for this deposition or for use at trial.
VII. TOPIC 6: KERRIGAN'S TERMINATION — OCTOBER 2021
A. Circumstances of Termination
This topic establishes the facts surrounding Kerrigan's departure from Coastal Palms. The circumstances of the termination are relevant both to the substance of the case (potential consciousness of guilt by Brecker if the termination was connected to Kerrigan's objections) and to credibility (inoculating against the "disgruntled employee" narrative).
Suggested Questions:
•  Ms. Kerrigan, your employment with Coastal Palms ended in October 2021. Is that correct?
•  Can you tell us the specific date on which your employment ended?
•  Were you terminated, or did you resign?
Note: Expected answer is that she was terminated.
•  Who informed you of the termination? Was it Randall Brecker, Theresa Brecker, or someone else?
Note: Expected answer is Brecker or at Brecker's direction through Theresa Brecker, who managed HR.
•  What reason, if any, was given for your termination?
•  Do you believe the stated reason was the actual reason for your termination?
•  Do you believe your termination was connected in any way to the concerns you had raised about revenue-reporting practices?
Note: If she believes there was a connection, allow her to explain the basis for that belief in detail. This testimony supports the inference that Brecker terminated Kerrigan because she was a threat to the continuation of the revenue diversion scheme.
•  I'm showing you what has been marked as Exhibit K-9. Do you recognize this document?
Note: Mark Exhibit K-9 (termination documentation). Walk the witness through the document, identifying the date, the stated reason for termination, and any relevant terms.
•  Were you asked to sign a separation agreement, non-disclosure agreement, or release of claims in connection with your termination?
•  If so, did you sign any such document?
Note: If she signed a separation agreement with a non-disclosure provision, explore the scope and implications. Consult with Priya Anand regarding any privilege or confidentiality issues that may arise.
•  Were you offered any severance payment in connection with your termination?
B. Events Leading to Termination
Explore the period immediately preceding Kerrigan's termination to identify any precipitating events.
Suggested Questions:
•  In the weeks or months before your termination, did you take any actions related to the revenue-reporting issue that may have contributed to or precipitated your firing?
•  Did you refuse to sign off on any GRR reports?
•  Did you escalate your concerns to anyone outside of Coastal Palms before your termination — for example, to Verimark or to any regulatory authority?
•  In the period before your termination, was there any change in your duties, responsibilities, access to financial systems, or level of authority?
Note: If Kerrigan experienced a reduction in responsibilities or access prior to termination, this pattern may suggest that Brecker was preparing to remove her from the organization because of her objections.
•  Were you given any performance reviews, written warnings, or disciplinary actions in the period leading up to your termination?
•  Prior to the events surrounding the revenue-reporting issue, had you ever received any negative performance evaluations during your approximately ten years of employment?
C. Post-Termination.  Establish the circumstances of Kerrigan's departure and the period between her termination and her contact with Verimark.
Suggested Questions:
•  When you left Coastal Palms, did you retain or take with you any documents, whether in paper or electronic form?
Note: This question anticipates a potential defense argument that Kerrigan improperly retained company documents. If she took documents, establish what they were and why she retained them. If she did not take any documents, that testimony should be clearly on the record.
•  Were you subject to any restrictive covenants — such as a non-compete or non-solicitation agreement — in connection with your employment or termination?
•  After your termination, did you seek or obtain new employment?
•  What is your current employment status?
VIII. TOPIC 7: WHISTLEBLOWER CONTACT WITH VERIMARK — NOVEMBER 8, 2021
A. Decision to Contact Verimark
Establish the circumstances and motivations behind Kerrigan's decision to contact Verimark's compliance hotline. This testimony is central to establishing Kerrigan as a credible, good-faith whistleblower.
Suggested Questions:
•  Ms. Kerrigan, approximately three weeks after your termination from Coastal Palms, you contacted Verimark Hospitality Group Inc.'s compliance hotline. Is that correct?
•  What motivated you to make that contact?
Note: Allow the witness to explain her motivations in her own words. Encourage a full, thoughtful answer. This testimony will be critical at trial.
•  When did you make the decision to contact Verimark? Was it immediately after your termination, or did you deliberate about it over some period of time?
•  Did anyone advise or encourage you to contact Verimark, or was this a decision you made on your own?
•  Before contacting Verimark, did you consult with an attorney or seek legal advice?
•  Were you aware that Verimark maintained a compliance hotline?
•  How did you become aware of the hotline?
B. Content of Whistleblower Report
Establish the specific information Kerrigan conveyed to Verimark during her November 8, 2021 contact.
Suggested Questions:
•  I'm showing you what has been marked as Exhibit K-10 (Verimark compliance hotline log, November 8, 2021). Do you recognize this document? Does it accurately reflect the report you made to Verimark on that date?
Note: Mark Exhibit K-10. Walk the witness through the document.
•  In your own words, what information did you convey to Verimark during your November 8, 2021 contact?
•  Did you identify Suncoast Room Management Inc. by name during that contact?
•  Did you identify the website gulfcoastrooms.com?
•  Did you describe the 12% management fee retained by Suncoast?
•  Did you describe the OTA net-rate netting methodology?
•  Did you identify Randall Brecker by name as the person directing the revenue diversion scheme?
•  During your November 8, 2021 contact, did you provide Verimark with any documentary evidence, or was your report based entirely on verbal information at that time?
•  Did you describe the approximate scope and duration of the revenue diversion?
C. Follow-Up Communications
Establish any subsequent communications between Kerrigan and Verimark, its forensic auditors, or its legal counsel.
Suggested Questions:
•  After November 8, 2021, did Verimark or anyone acting on Verimark's behalf contact you for further information?
•  Did you have any communications with Thornbury & Associates CPAs LLP, the accounting firm retained by Verimark on or about November 22, 2021, to conduct a forensic audit?
•  If so, what information did you provide to Thornbury & Associates?
•  Did you have any communications with anyone at Calderwood & Harkness LLP prior to the filing of the Complaint on March 7, 2022?
•  Since your termination from Coastal Palms, have you had any communications with anyone at Coastal Palms, including Randall Brecker, Theresa Brecker, or Nolan Prescott?
•  Have you had any communications with Whitfield, Barrow & Crane LLP, which represents the defendants in this litigation?
Note: If she has had any contact with defense counsel, explore the nature and content of that contact.
IX. TOPIC 8: SCOPE AND DURATION OF REVENUE DIVERSION
A. Temporal Scope
This topic establishes the duration of the underreporting from Kerrigan's personal perspective. Her testimony should be consistent with and corroborative of the forensic analysis performed by Thornbury & Associates CPAs LLP.
Suggested Questions:
•  Based on your personal knowledge and observations, when did the practice of excluding Suncoast revenues from GRR reports begin?
Note: Expected answer is no later than January 2013.
•  When you joined Coastal Palms in approximately 2011, was the Suncoast revenue channel already in operation, or was it established after you joined?
•  If it was established during your tenure, can you describe the circumstances of its creation?
•  Was the practice of excluding Suncoast revenues from GRR reports ongoing and continuous throughout your employment, from the time it began through your termination in October 2021?
•  Were there any interruptions or pauses in the practice during that period?
•  As Coastal Palms' portfolio grew over the years — from the initial single Naples property in 2007 to 22 properties by September 2019 — did the scope of the revenue diversion expand as well?
•  As new properties were added to the portfolio, were they incorporated into the Suncoast revenue channel?
B. Geographic Scope
Establish which properties were involved in the revenue diversion.
Suggested Questions:
•  Which properties were involved in the practice of routing revenues through Suncoast and excluding them from GRR reports?
•  Were all 22 of the franchised hotel properties in the Coastal Palms portfolio involved, or only a subset?
•  Did the practice apply to both the Verimark Suites properties and the Verimark Select properties?
Note: Coastal Palms operated 18 Verimark Suites and 4 Verimark Select properties.
•  Specifically, did the practice apply to the properties operated by Gulf Breeze Hospitality LLC — the 6 Verimark Suites properties in Southwest Florida?
•  Did it apply to the properties operated by Savannah Lodging Partners LLC — the 4 Verimark Suites properties in coastal Georgia?
•  Were there any properties in the portfolio that were not part of the Suncoast revenue channel?
C. Magnitude.  Establish Kerrigan's estimate of the magnitude of the revenue diversion from her firsthand perspective.
Suggested Questions:
•  Based on your personal knowledge and observations as Regional Controller, what was the approximate magnitude of the revenue that was diverted through Suncoast and excluded from GRR reports?
•  Can you provide an estimate — even a rough one — of the annual dollar amount of revenue that was routed through Suncoast across the properties you oversaw?
•  Were you aware of the overall percentage of total guest-room revenue that was being excluded from GRR reports?
Note: For context, Verimark's forensic analysis estimated underreporting of 22%–31% across the portfolio. If Kerrigan provides an estimate in this range, it corroborates the forensic analysis. If her estimate differs significantly, explore the reasons.
•  Did the amount of diverted revenue vary by property, by region, or over time?
•  Did the percentage of revenue diverted through Suncoast increase as the Coastal Palms portfolio expanded?
•  Were you aware that for fiscal year 2021, the total GRR reported to Verimark across the entire Coastal Palms portfolio was approximately $112.4 million? Does that figure seem consistent with your knowledge?
Note: The true GRR for FY 2021, as estimated by Verimark's forensic analysis, was approximately $145.6 million, reflecting underreporting of approximately $33.2 million. Do not provide this figure to the witness unless she introduces it; rather, use her own estimates and allow the forensic evidence to provide the precise quantification.
X. TOPIC 9: KNOWLEDGE AND INVOLVEMENT OF OTHER PERSONS
A. Randall Brecker
Confirm and consolidate the testimony regarding Brecker's central role.
Suggested Questions:
•  Ms. Kerrigan, let me ask you to summarize for us Randall Brecker's role with respect to the matters we've discussed today. Mr. Brecker was the Managing Member of Coastal Palms Franchise Holdings LLC, holding 60% of the equity. Is that correct?
•  He was also the President of Suncoast Room Management Inc.?
•  Based on your personal knowledge and observations, did Mr. Brecker personally direct and oversee the practice of diverting revenue through Suncoast and excluding it from GRR reports?
•  Did Mr. Brecker review and approve the GRR reports before they were submitted to Verimark?
•  In your assessment, was there anyone else within Coastal Palms who had the authority to direct or approve the revenue-reporting practices you've described, other than Mr. Brecker?
B. Theresa Brecker
Suggested Questions:
•  What was Theresa Brecker's role within Coastal Palms Franchise Holdings LLC?
Note: Theresa Brecker is a Member with 15% equity; she managed payroll and HR.
•  To your knowledge, what was Theresa Brecker's awareness of or involvement in the revenue-reporting practices we've discussed?
•  Did Theresa Brecker have access to Suncoast Room Management Inc.'s financial records?
•  Did Theresa Brecker participate in any decisions regarding how revenues were reported to Verimark?
•  Did you ever discuss the revenue-reporting methodology with Theresa Brecker?
C. Nolan Prescott
Suggested Questions:
•  What was Nolan Prescott's role within Coastal Palms Franchise Holdings LLC?
Note: Prescott is a Member with 25% equity, described as a passive investor. He is a retired commercial real estate developer, age 67.
•  To your knowledge, what was Mr. Prescott's awareness of or involvement in the revenue-reporting practices we've discussed?
•  Did Mr. Prescott receive financial reports or summaries regarding the performance of the Coastal Palms properties?
Note: Produced documents show that Prescott received quarterly financial summaries that included Suncoast revenue lines. This question lays the groundwork for impeachment at his upcoming deposition on February 10, 2023, if he claims ignorance.
•  To your knowledge, did those financial reports include line items or information reflecting Suncoast revenues?
•  Did you ever discuss revenue-reporting practices with Mr. Prescott?
•  Did Mr. Prescott ever ask questions about Suncoast or about the revenues flowing through that entity?
D. Property-Level Managers and Accountants
Suggested Questions:
•  To your knowledge, did the property-level managers and accountants at the Coastal Palms hotels understand that Suncoast revenues were being excluded from the GRR reports submitted to Verimark?
•  Were property-level managers and accountants directed by "corporate" — by which I mean Mr. Brecker or Coastal Palms' central management — to route certain categories of bookings, such as walk-ins and corporate-direct bookings, through the Suncoast channel?
•  Can you identify by name specific individuals at the property level who carried out those instructions?
•  Did any property-level managers or accountants express discomfort or concern about these practices?
•  Were any property-level employees terminated or disciplined in connection with the revenue-reporting practices, either for raising concerns or for any other reason related to these issues?
XI. TOPIC 10: AWARENESS OF VERIMARK'S AUDIT RIGHTS
A. Audit History
Establish whether Verimark ever exercised its audit rights during Kerrigan's tenure and, if so, what steps were taken by Coastal Palms in response.
Suggested Questions:
•  Ms. Kerrigan, were you aware during your employment that Verimark had the right to audit Coastal Palms' books and records under Section 8.2 of the Franchise License Agreements?
•  Were you aware that under Section 8.2, Verimark could exercise its audit rights upon 10 business days' written notice, and that the franchisee would bear the costs of the audit if the audit revealed an underpayment exceeding 2% of reported GRR?
•  During your tenure as Regional Controller — from approximately 2011 through October 2021 — did Verimark ever exercise its audit rights with respect to any Coastal Palms properties?
•  If Verimark did exercise its audit rights, what steps, if any, were taken by Mr. Brecker or others within Coastal Palms to prepare for or manage the audit?
•  Were Suncoast Room Management Inc.'s financial records ever made available to Verimark's auditors?
•  Were gulfcoastrooms.com booking data ever made available to Verimark's auditors?
•  Were there any instructions from Mr. Brecker or anyone else about how to handle a Verimark audit with respect to the Suncoast revenue channel?
B. Concealment Efforts
Establish whether affirmative steps were taken to hide the Suncoast revenue channel from Verimark.
Suggested Questions:
•  To your knowledge, were any affirmative steps taken to conceal the existence of the Suncoast revenue channel from Verimark?
•  Was the gulfcoastrooms.com website deliberately designed to avoid any association with Verimark-branded properties?
•  Were financial records maintained in a manner that separated Suncoast revenues from the hotel-level books and records that Verimark would ordinarily have access to in an audit?
•  Were there separate accounting systems, ledgers, or accounts used to track Suncoast revenues that were distinct from the systems used for the standard hotel operations?
•  Was there any concern expressed by Mr. Brecker or others about the possibility of Verimark discovering the Suncoast revenue channel?
•  Were any steps taken to address that concern — for examp