letter-mediation-proposal.docx

1021-00006 · Client 1021 · Mediation & Settlement

letter-mediation-proposal.docx DOCUMENT Litigation

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CALDERWOOD & HARKNESS LLP Attorneys at Law 110 SE 6th Street, Suite 2800 Fort Lauderdale, Florida 33301 Telephone: (954) 555-7200 Facsimile: (954) 555-7201 www.calderwoodharkness.com

February 20, 2024

Via Email and U.S. Mail

Nathan Whitfield III, Esq. Senior Partner Whitfield, Barrow & Crane LLP 1221 Brickell Avenue, Suite 3000 Miami, Florida 33131

Re: Verimark Hospitality Group Inc. v. Coastal Palms Franchise Holdings LLC, et al., Case No. 1021-00006, Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida

Dear Nathan:

I write on behalf of our client, Verimark Hospitality Group Inc. ("Verimark"), in connection with the above-captioned matter. The purpose of this letter is to propose that the parties engage in a structured mediation to explore a comprehensive resolution of all claims and counterclaims before incurring the substantial additional costs associated with trial preparation. As set forth more fully below, we believe the current posture of the case presents an opportune moment for such discussions, and we respectfully request your client's prompt consideration of this proposal.

As you are aware, on February 9, 2024, the Honorable Richard M. Calloway entered an Order granting Verimark's Motion for Partial Summary Judgment on Count I (Breach of Contract — Royalties) and Count II (Breach of Contract — Marketing Fund Contributions). In that Order, the Court found as a matter of law that Coastal Palms Franchise Holdings LLC's ("Coastal Palms") systematic exclusion of revenues collected through Suncoast Room Management Inc. ("Suncoast") from the calculation of Gross Room Revenue constituted a material breach of Sections 4.1 and 4.2 of the Franchise License Agreements governing the parties' twenty-two-property franchise relationship across the States of Florida and Georgia. The Court further denied Coastal Palms' Cross-Motion for Summary Judgment on all counts, including Coastal Palms' cross-motion as to its affirmative counterclaim. With liability now established on Counts I and II, the remaining issues — including the quantification of damages on those counts, the adjudication of Counts III through X of Verimark's Complaint, and Coastal Palms' counterclaim — are presently set for trial, which was originally continued to May 2024 pursuant to the Court's Amended Scheduling Order.

In light of the Court's significant ruling, and given the substantial investment both parties have already made in this litigation, Verimark believes that the parties would benefit considerably from engaging in mediation to explore a comprehensive resolution of all claims and counterclaims before incurring the additional and substantial costs of trial preparation. We offer the following proposal for your and your client's consideration.

I. Proposed Mediator

Verimark proposes that the mediation be conducted before the Honorable Patricia Everwood (Ret.), a former Circuit Judge of the Eleventh Judicial Circuit, Miami-Dade County, Florida, who now serves as a private mediator and arbitrator at Everwood Dispute Resolution PLLC, located at 396 Alhambra Circle, Suite 800, Coral Gables, Florida 33134. Judge Everwood is widely recognized for her extensive experience presiding over complex commercial litigation, including matters involving franchise relationships, multi-party contractual disputes, and substantial damages claims. We believe her background and expertise are particularly well suited to the issues presented in this case, including the interplay of the franchise agreements, the revenue allocation questions, and the competing damages methodologies advanced by the parties' respective experts.

We have contacted Judge Everwood's office and have confirmed her availability for the proposed dates set forth below, subject to both parties' agreement to engage her services. We recognize, of course, that Coastal Palms may have views regarding the selection of a mediator, and we are willing to consider alternative candidates if your client has specific objections. That said, we express a strong preference for Judge Everwood given her directly relevant experience and her reputation for rigor and impartiality in mediations involving complex commercial matters of this nature.

II. Proposed Dates

Verimark proposes a two-day mediation session to be held on Thursday, March 14, 2024, and Friday, March 15, 2024. We believe that two full days are appropriate and, indeed, necessary given the complexity of the case, the number of parties involved (Verimark, Coastal Palms, Randall Brecker individually, and Suncoast Room Management Inc.), the scope of the damages claim (approximately $150 million on Verimark's affirmative claims alone), the breadth of the remaining counts, and the multi-property franchise relationship encompassing twenty-two hotel and resort properties across the States of Florida and Georgia. Allocating a single day to a case of this magnitude would, in our view, be insufficient to permit the mediator and the parties to engage meaningfully with the full range of issues that must be addressed in any comprehensive settlement discussion.

We respectfully request that Whitfield, Barrow & Crane confirm the availability of Coastal Palms and its representatives for these proposed dates at your earliest convenience. In the alternative, should the March 14–15 dates present a scheduling conflict, Verimark is prepared to consider the week of March 18, 2024, as a narrow window for alternative dates. We believe it is important to proceed without further delay given the current trial setting, and we would prefer to avoid scheduling the mediation beyond the end of March so that both parties retain sufficient time for trial preparation in the event the mediation does not result in a full resolution.

III. Fee Arrangement

Verimark proposes that the mediation fees charged by Everwood Dispute Resolution PLLC be split equally between Verimark, on the one hand, and Coastal Palms (inclusive of any co-defendants), on the other. Judge Everwood's standard fee arrangement for two-day commercial mediations will be confirmed in a separate engagement letter to be executed upon both parties' agreement to proceed. Each party shall bear its own attorneys' fees, expert consultant costs, and all other expenses related to the preparation for and participation in the mediation. This allocation is consistent with customary practice in mediations of this nature and with the expectations set forth in the Court's standing orders regarding alternative dispute resolution.

IV. Confidentiality

The mediation proceedings shall be conducted in accordance with the confidentiality protections afforded by Section 44.405, Florida Statutes, and all applicable provisions of Chapter 44 of the Florida Statutes governing mediation confidentiality and privilege. All communications made during the mediation, including any offers of settlement, statements of position, admissions, concessions, or other communications — whether oral or written — shall be inadmissible in any subsequent proceeding and shall be privileged and confidential to the fullest extent permitted by law. No party shall be permitted to introduce, reference, or otherwise rely upon any mediation communication in the pending litigation or in any other proceeding.

In addition to the statutory protections, Verimark proposes that the parties and the mediator execute a standard mediation confidentiality agreement in conjunction with the formal engagement of Judge Everwood. We are prepared to circulate a draft of such an agreement promptly upon Coastal Palms' agreement to proceed with the mediation, or we are equally willing to utilize Judge Everwood's standard form confidentiality agreement if she maintains one.

V. Attendance and Authority

Verimark requests that representatives of Coastal Palms Franchise Holdings LLC with full and unconditional settlement authority attend the mediation in person at the mediation site. Given Mr. Randall Brecker's role as Managing Member of Coastal Palms, and given his individual status as a named defendant in this action, Verimark specifically requests that Mr. Brecker attend in person and participate in the mediation sessions. The presence of a decision-maker with binding authority is, in our experience and in the experience of mediators such as Judge Everwood, essential to the prospects of a successful mediation. Mediation without such attendance risks being an unproductive exercise, and we trust your client shares our interest in maximizing the likelihood of a meaningful outcome.

For its part, Verimark will send authorized representatives with full settlement authority who are empowered to negotiate and execute a binding agreement at the mediation, should the parties reach terms.

We also propose that each party's lead trial counsel attend and participate in all mediation sessions. Priya Anand will attend on behalf of Verimark, and we expect that you will attend on behalf of Coastal Palms. Given the financial complexity of the damages issues in this case — including the competing expert analyses, the multi-property revenue calculations, and the forward-looking franchise royalty projections — we suggest that each party may wish to have a financial representative available during the mediation. Verimark intends to have its Chief Financial Officer, Martin Holcomb, or his designee available at the mediation, at a minimum by telephone, to address financial and accounting questions that may arise during settlement discussions. We encourage Coastal Palms to make similar arrangements.

VI. Logistical Details

The mediation shall be conducted in person at the offices of Everwood Dispute Resolution PLLC, 396 Alhambra Circle, Suite 800, Coral Gables, Florida 33134. Judge Everwood's offices include multiple conference rooms suitable for caucus sessions, and the Coral Gables location is reasonably accessible to counsel for both parties.

Verimark proposes that each party submit a confidential mediation statement to Judge Everwood no later than seven calendar days prior to the commencement of the mediation — that is, by March 7, 2024 — to allow Judge Everwood adequate time to review the parties' positions, the relevant legal rulings, and the supporting documentation in advance of the sessions. Verimark further proposes that the mediation statements not be exchanged between the parties and that they be submitted for the mediator's eyes only. This approach will allow each party to address the strengths and weaknesses of its position candidly, thereby enabling the mediator to facilitate more productive discussions.

VII. Case Posture Supporting Mediation

We believe the current procedural posture of this case makes mediation particularly well timed and likely to be productive. By way of summary:

• Verimark filed its Complaint on March 7, 2022, asserting ten counts against Coastal Palms, Randall Brecker, and Suncoast Room Management Inc. Coastal Palms filed its Answer, Affirmative Defenses, and Counterclaim (seeking approximately $12 million in damages) on April 18, 2022.

• The parties thereafter engaged in extensive discovery over a period of approximately sixteen months. Discovery included the production and review of approximately 2.3 million documents, the completion of fourteen fact depositions, and the taking of two expert depositions.

• Expert reports were exchanged, with Verimark designating Dr. Sharon Kettlewell of Ridgeline Forensic Advisory LLC as its damages expert, and Coastal Palms designating Professor Grant Hargrove of Hargrove Economic Consulting Inc. The competing expert opinions present a wide range of damages valuations, from Professor Hargrove's estimate of approximately $6.2 million on Verimark's claims to Dr. Kettlewell's calculation of approximately $150 million.

• discovery closed on August 4, 2023, and the parties' cross-motions for summary judgment were fully briefed and argued before Judge Calloway on January 19, 2024.

• As noted above, the Court's February 9, 2024 Order resolved the liability question on Counts I and II in Verimark's favor, while denying Coastal Palms' cross-motion in its entirety.

At this juncture, both parties have a thorough and well-developed understanding of the factual record, the applicable legal standards, and the strengths and vulnerabilities of their respective positions. The Court's liability ruling provides a concrete framework against which to evaluate the remaining risks of trial. At the same time, the trial preparation that lies ahead — particularly with respect to the damages phase, given the extraordinary gap between the competing expert opinions (ranging from $6.2 million to $150 million) — will require significant additional investment of time, resources, and expense by both sides. The preparation and presentation of damages evidence across twenty-two properties, the anticipated Daubert challenges, and the trial of the remaining eight counts of Verimark's Complaint and Coastal Palms' counterclaim will impose substantial burdens on both parties.

These circumstances weigh heavily in favor of a good-faith effort at mediation before those costs are incurred. We believe an experienced mediator such as Judge Everwood can assist the parties in bridging the gap between their positions and in exploring creative solutions that may not be available through litigation alone — including, if appropriate, terms addressing the parties' ongoing franchise relationship.

VIII. Request for Response

We respectfully request that Whitfield, Barrow & Crane, on behalf of Coastal Palms, confirm the following by no later than February 27, 2024: (a) Coastal Palms' agreement to participate in mediation; (b) Coastal Palms' agreement to the selection of the Honorable Patricia Everwood (Ret.) as mediator, or, alternatively, any proposed alternative mediator for Verimark's consideration; and (c) Coastal Palms' availability for the proposed mediation dates of March 14–15, 2024 (or, in the alternative, proposed dates during the week of March 18, 2024). A prompt response will allow sufficient time for the formal engagement of Judge Everwood, the execution of a mediation confidentiality agreement, and the preparation of mediation submissions.

Verimark approaches this proposal with a genuine interest in exploring a resolution that addresses all claims and counterclaims in a manner that is fair and reasonable to both sides, including, to the extent the parties deem it appropriate, terms addressing the franchise relationship going forward. We are committed to engaging in good-faith negotiations, and we hope that Coastal Palms shares that commitment.

IX. Reservation of Rights

This mediation proposal is made without prejudice to Verimark's rights and positions in the above-captioned litigation, including, without limitation, Verimark's right to proceed to trial on all remaining counts of its Complaint and to seek the full measure of damages established by the Court's liability ruling on Counts I and II. Nothing in this letter, in any subsequent agreement to mediate, or in any communication made during any mediation session shall constitute a waiver, release, or modification of any claim, defense, right, or remedy available to Verimark in this action or otherwise.

We hope that this proposal is received in the constructive spirit in which it is intended, and we look forward to a productive dialogue regarding these arrangements. Should you wish to discuss any logistical questions or aspects of this proposal by telephone, please do not hesitate to contact me directly.

Priya Anand Direct Dial: (954) 555-7218

Email: panand@calderwoodharkness.com

FL Bar No. 0087451

Sincerely,

CALDERWOOD & HARKNESS LLP

By: ________

Priya Anand Partner 110 SE 6th Street, Suite 2800 Fort Lauderdale, Florida 33301 FL Bar No. 0087451

cc: Renata Solis-Vega, SVP & General Counsel, Verimark Hospitality Group Inc. Douglas Carmichael, Calderwood & Harkness LLP Gabriela Montes, Whitfield, Barrow & Crane LLP

CALDERWOOD & HARKNESS LLP Attorneys at Law 110 SE 6th Street, Suite 2800 Fort Lauderdale, Florida 33301 Telephone: (954) 555-7200 Facsimile: (954) 555-7201 www.calderwoodharkness.com
February 20, 2024
Via Email and U.S. Mail
Nathan Whitfield III, Esq. Senior Partner Whitfield, Barrow & Crane LLP 1221 Brickell Avenue, Suite 3000 Miami, Florida 33131
Re: Verimark Hospitality Group Inc. v. Coastal Palms Franchise Holdings LLC, et al., Case No. 1021-00006, Circuit Court of the 17th Judicial Circuit in and for Broward County, Florida
Dear Nathan:
I write on behalf of our client, Verimark Hospitality Group Inc. ("Verimark"), in connection with the above-captioned matter. The purpose of this letter is to propose that the parties engage in a structured mediation to explore a comprehensive resolution of all claims and counterclaims before incurring the substantial additional costs associated with trial preparation. As set forth more fully below, we believe the current posture of the case presents an opportune moment for such discussions, and we respectfully request your client's prompt consideration of this proposal.
As you are aware, on February 9, 2024, the Honorable Richard M. Calloway entered an Order granting Verimark's Motion for Partial Summary Judgment on Count I (Breach of Contract — Royalties) and Count II (Breach of Contract — Marketing Fund Contributions). In that Order, the Court found as a matter of law that Coastal Palms Franchise Holdings LLC's ("Coastal Palms") systematic exclusion of revenues collected through Suncoast Room Management Inc. ("Suncoast") from the calculation of Gross Room Revenue constituted a material breach of Sections 4.1 and 4.2 of the Franchise License Agreements governing the parties' twenty-two-property franchise relationship across the States of Florida and Georgia. The Court further denied Coastal Palms' Cross-Motion for Summary Judgment on all counts, including Coastal Palms' cross-motion as to its affirmative counterclaim. With liability now established on Counts I and II, the remaining issues — including the quantification of damages on those counts, the adjudication of Counts III through X of Verimark's Complaint, and Coastal Palms' counterclaim — are presently set for trial, which was originally continued to May 2024 pursuant to the Court's Amended Scheduling Order.
In light of the Court's significant ruling, and given the substantial investment both parties have already made in this litigation, Verimark believes that the parties would benefit considerably from engaging in mediation to explore a comprehensive resolution of all claims and counterclaims before incurring the additional and substantial costs of trial preparation. We offer the following proposal for your and your client's consideration.
I. Proposed Mediator
Verimark proposes that the mediation be conducted before the Honorable Patricia Everwood (Ret.), a former Circuit Judge of the Eleventh Judicial Circuit, Miami-Dade County, Florida, who now serves as a private mediator and arbitrator at Everwood Dispute Resolution PLLC, located at 396 Alhambra Circle, Suite 800, Coral Gables, Florida 33134. Judge Everwood is widely recognized for her extensive experience presiding over complex commercial litigation, including matters involving franchise relationships, multi-party contractual disputes, and substantial damages claims. We believe her background and expertise are particularly well suited to the issues presented in this case, including the interplay of the franchise agreements, the revenue allocation questions, and the competing damages methodologies advanced by the parties' respective experts.
We have contacted Judge Everwood's office and have confirmed her availability for the proposed dates set forth below, subject to both parties' agreement to engage her services. We recognize, of course, that Coastal Palms may have views regarding the selection of a mediator, and we are willing to consider alternative candidates if your client has specific objections. That said, we express a strong preference for Judge Everwood given her directly relevant experience and her reputation for rigor and impartiality in mediations involving complex commercial matters of this nature.
II. Proposed Dates
Verimark proposes a two-day mediation session to be held on Thursday, March 14, 2024, and Friday, March 15, 2024. We believe that two full days are appropriate and, indeed, necessary given the complexity of the case, the number of parties involved (Verimark, Coastal Palms, Randall Brecker individually, and Suncoast Room Management Inc.), the scope of the damages claim (approximately $150 million on Verimark's affirmative claims alone), the breadth of the remaining counts, and the multi-property franchise relationship encompassing twenty-two hotel and resort properties across the States of Florida and Georgia. Allocating a single day to a case of this magnitude would, in our view, be insufficient to permit the mediator and the parties to engage meaningfully with the full range of issues that must be addressed in any comprehensive settlement discussion.
We respectfully request that Whitfield, Barrow & Crane confirm the availability of Coastal Palms and its representatives for these proposed dates at your earliest convenience. In the alternative, should the March 14–15 dates present a scheduling conflict, Verimark is prepared to consider the week of March 18, 2024, as a narrow window for alternative dates. We believe it is important to proceed without further delay given the current trial setting, and we would prefer to avoid scheduling the mediation beyond the end of March so that both parties retain sufficient time for trial preparation in the event the mediation does not result in a full resolution.
III. Fee Arrangement
Verimark proposes that the mediation fees charged by Everwood Dispute Resolution PLLC be split equally between Verimark, on the one hand, and Coastal Palms (inclusive of any co-defendants), on the other. Judge Everwood's standard fee arrangement for two-day commercial mediations will be confirmed in a separate engagement letter to be executed upon both parties' agreement to proceed. Each party shall bear its own attorneys' fees, expert consultant costs, and all other expenses related to the preparation for and participation in the mediation. This allocation is consistent with customary practice in mediations of this nature and with the expectations set forth in the Court's standing orders regarding alternative dispute resolution.
IV. Confidentiality
The mediation proceedings shall be conducted in accordance with the confidentiality protections afforded by Section 44.405, Florida Statutes, and all applicable provisions of Chapter 44 of the Florida Statutes governing mediation confidentiality and privilege. All communications made during the mediation, including any offers of settlement, statements of position, admissions, concessions, or other communications — whether oral or written — shall be inadmissible in any subsequent proceeding and shall be privileged and confidential to the fullest extent permitted by law. No party shall be permitted to introduce, reference, or otherwise rely upon any mediation communication in the pending litigation or in any other proceeding.
In addition to the statutory protections, Verimark proposes that the parties and the mediator execute a standard mediation confidentiality agreement in conjunction with the formal engagement of Judge Everwood. We are prepared to circulate a draft of such an agreement promptly upon Coastal Palms' agreement to proceed with the mediation, or we are equally willing to utilize Judge Everwood's standard form confidentiality agreement if she maintains one.
V. Attendance and Authority
Verimark requests that representatives of Coastal Palms Franchise Holdings LLC with full and unconditional settlement authority attend the mediation in person at the mediation site. Given Mr. Randall Brecker's role as Managing Member of Coastal Palms, and given his individual status as a named defendant in this action, Verimark specifically requests that Mr. Brecker attend in person and participate in the mediation sessions. The presence of a decision-maker with binding authority is, in our experience and in the experience of mediators such as Judge Everwood, essential to the prospects of a successful mediation. Mediation without such attendance risks being an unproductive exercise, and we trust your client shares our interest in maximizing the likelihood of a meaningful outcome.
For its part, Verimark will send authorized representatives with full settlement authority who are empowered to negotiate and execute a binding agreement at the mediation, should the parties reach terms.
We also propose that each party's lead trial counsel attend and participate in all mediation sessions. Priya Anand will attend on behalf of Verimark, and we expect that you will attend on behalf of Coastal Palms. Given the financial complexity of the damages issues in this case — including the competing expert analyses, the multi-property revenue calculations, and the forward-looking franchise royalty projections — we suggest that each party may wish to have a financial representative available during the mediation. Verimark intends to have its Chief Financial Officer, Martin Holcomb, or his designee available at the mediation, at a minimum by telephone, to address financial and accounting questions that may arise during settlement discussions. We encourage Coastal Palms to make similar arrangements.
VI. Logistical Details
The mediation shall be conducted in person at the offices of Everwood Dispute Resolution PLLC, 396 Alhambra Circle, Suite 800, Coral Gables, Florida 33134. Judge Everwood's offices include multiple conference rooms suitable for caucus sessions, and the Coral Gables location is reasonably accessible to counsel for both parties.
Verimark proposes that each party submit a confidential mediation statement to Judge Everwood no later than seven calendar days prior to the commencement of the mediation — that is, by March 7, 2024 — to allow Judge Everwood adequate time to review the parties' positions, the relevant legal rulings, and the supporting documentation in advance of the sessions. Verimark further proposes that the mediation statements not be exchanged between the parties and that they be submitted for the mediator's eyes only. This approach will allow each party to address the strengths and weaknesses of its position candidly, thereby enabling the mediator to facilitate more productive discussions.
VII. Case Posture Supporting Mediation
We believe the current procedural posture of this case makes mediation particularly well timed and likely to be productive. By way of summary:
• Verimark filed its Complaint on March 7, 2022, asserting ten counts against Coastal Palms, Randall Brecker, and Suncoast Room Management Inc. Coastal Palms filed its Answer, Affirmative Defenses, and Counterclaim (seeking approximately $12 million in damages) on April 18, 2022.
• The parties thereafter engaged in extensive discovery over a period of approximately sixteen months. Discovery included the production and review of approximately 2.3 million documents, the completion of fourteen fact depositions, and the taking of two expert depositions.
• Expert reports were exchanged, with Verimark designating Dr. Sharon Kettlewell of Ridgeline Forensic Advisory LLC as its damages expert, and Coastal Palms designating Professor Grant Hargrove of Hargrove Economic Consulting Inc. The competing expert opinions present a wide range of damages valuations, from Professor Hargrove's estimate of approximately $6.2 million on Verimark's claims to Dr. Kettlewell's calculation of approximately $150 million.
• discovery closed on August 4, 2023, and the parties' cross-motions for summary judgment were fully briefed and argued before Judge Calloway on January 19, 2024.
• As noted above, the Court's February 9, 2024 Order resolved the liability question on Counts I and II in Verimark's favor, while denying Coastal Palms' cross-motion in its entirety.
At this juncture, both parties have a thorough and well-developed understanding of the factual record, the applicable legal standards, and the strengths and vulnerabilities of their respective positions. The Court's liability ruling provides a concrete framework against which to evaluate the remaining risks of trial. At the same time, the trial preparation that lies ahead — particularly with respect to the damages phase, given the extraordinary gap between the competing expert opinions (ranging from $6.2 million to $150 million) — will require significant additional investment of time, resources, and expense by both sides. The preparation and presentation of damages evidence across twenty-two properties, the anticipated Daubert challenges, and the trial of the remaining eight counts of Verimark's Complaint and Coastal Palms' counterclaim will impose substantial burdens on both parties.
These circumstances weigh heavily in favor of a good-faith effort at mediation before those costs are incurred. We believe an experienced mediator such as Judge Everwood can assist the parties in bridging the gap between their positions and in exploring creative solutions that may not be available through litigation alone — including, if appropriate, terms addressing the parties' ongoing franchise relationship.
VIII. Request for Response
We respectfully request that Whitfield, Barrow & Crane, on behalf of Coastal Palms, confirm the following by no later than February 27, 2024: (a) Coastal Palms' agreement to participate in mediation; (b) Coastal Palms' agreement to the selection of the Honorable Patricia Everwood (Ret.) as mediator, or, alternatively, any proposed alternative mediator for Verimark's consideration; and (c) Coastal Palms' availability for the proposed mediation dates of March 14–15, 2024 (or, in the alternative, proposed dates during the week of March 18, 2024). A prompt response will allow sufficient time for the formal engagement of Judge Everwood, the execution of a mediation confidentiality agreement, and the preparation of mediation submissions.
Verimark approaches this proposal with a genuine interest in exploring a resolution that addresses all claims and counterclaims in a manner that is fair and reasonable to both sides, including, to the extent the parties deem it appropriate, terms addressing the franchise relationship going forward. We are committed to engaging in good-faith negotiations, and we hope that Coastal Palms shares that commitment.
IX. Reservation of Rights
This mediation proposal is made without prejudice to Verimark's rights and positions in the above-captioned litigation, including, without limitation, Verimark's right to proceed to trial on all remaining counts of its Complaint and to seek the full measure of damages established by the Court's liability ruling on Counts I and II. Nothing in this letter, in any subsequent agreement to mediate, or in any communication made during any mediation session shall constitute a waiver, release, or modification of any claim, defense, right, or remedy available to Verimark in this action or otherwise.
We hope that this proposal is received in the constructive spirit in which it is intended, and we look forward to a productive dialogue regarding these arrangements. Should you wish to discuss any logistical questions or aspects of this proposal by telephone, please do not hesitate to contact me directly.
Priya Anand Direct Dial: (954) 555-7218
Email: panand@calderwoodharkness.com
FL Bar No. 0087451
Sincerely,
CALDERWOOD & HARKNESS LLP
By: ________
Priya Anand Partner 110 SE 6th Street, Suite 2800 Fort Lauderdale, Florida 33301 FL Bar No. 0087451
cc: Renata Solis-Vega, SVP & General Counsel, Verimark Hospitality Group Inc. Douglas Carmichael, Calderwood & Harkness LLP Gabriela Montes, Whitfield, Barrow & Crane LLP

CALDERWOOD & HARKNESS LLP

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