IN THE CIRCUIT COURT OF THE SEVENTEENTH JUDICIAL CIRCUIT IN AND FOR BROWARD COUNTY, FLORIDA
CASE NO.: 1021-00006
VERIMARK HOSPITALITY GROUP INC., a Delaware corporation,
Plaintiff,
v.
COASTAL PALMS FRANCHISE HOLDINGS LLC, a Florida limited liability company; RANDALL BRECKER, individually; and SUNCOAST ROOM MANAGEMENT INC., a Florida corporation,
Defendants.
COASTAL PALMS FRANCHISE HOLDINGS LLC,
Counterclaim Plaintiff,
v.
VERIMARK HOSPITALITY GROUP INC.,
Counterclaim Defendant.
COUNTERCLAIM DEFENDANT VERIMARK HOSPITALITY GROUP INC.'S ANSWER TO COUNTERCLAIM
Counterclaim Defendant, Verimark Hospitality Group Inc. ("Verimark" or "VHG"), by and through its undersigned counsel, Calderwood & Harkness LLP, hereby files this Answer to the Counterclaim filed by Counterclaim Plaintiff Coastal Palms Franchise Holdings LLC ("Coastal Palms") on April 18, 2022 (the "Counterclaim"), and in support thereof states as follows:
Verimark denies each and every allegation of the Counterclaim except as expressly admitted or otherwise qualified below. To the extent that any allegation of the Counterclaim is not specifically addressed herein, such allegation is denied. Verimark expressly reserves all rights, claims, counterclaims, and defenses available to it under law, equity, or contract.
RESPONSE TO JURISDICTIONAL AND PRELIMINARY ALLEGATIONS
1. As to the allegations of Paragraph 1 of the Counterclaim, Verimark admits that Counterclaim Plaintiff Coastal Palms Franchise Holdings LLC is a Florida limited liability company organized and existing under the laws of the State of Florida, with its principal office located at 9500 Gulf Shore Drive, Suite 450, Naples, Florida 34108. Verimark further admits that Counterclaim Defendant Verimark Hospitality Group Inc. is a corporation organized and existing under the laws of the State of Delaware, with its principal place of business located at 2400 East Las Olas Boulevard, Suite 3100, Fort Lauderdale, Florida 33301, and that Verimark's common stock is publicly traded on the Nasdaq Stock Market under the ticker symbol "VHMK." Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 1.
2. As to the allegations of Paragraph 2 of the Counterclaim, Verimark admits that this Court has subject matter jurisdiction over this action and personal jurisdiction over the parties. Verimark further admits that venue is proper in Broward County, Florida, pursuant to the mandatory forum-selection and venue provisions contained in Section 18.3 of each of the Franchise License Agreements ("FLAs") executed between Verimark and Coastal Palms. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 2.
3. As to the allegations of Paragraph 3 of the Counterclaim, Verimark admits that Coastal Palms and Verimark entered into twenty-two (22) individual Franchise License Agreements for hotel properties operating under the "Verimark Suites" and "Verimark Select" brand flags. Verimark further admits that the first FLA was executed on June 15, 2007, for a Verimark Suites property located in Naples, Florida, and that the most recently executed FLA was entered into on September 3, 2019. Verimark admits that each FLA provides for a twenty (20)-year initial term and that each FLA contains a governing-law provision specifying that the agreement shall be governed by and construed in accordance with the laws of the State of Florida. Verimark denies any characterization of the franchise relationship between Verimark and Coastal Palms that is inconsistent with the express terms, conditions, and provisions of the FLAs, which speak for themselves. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 3.
4. As to the allegations of Paragraph 4 of the Counterclaim, Verimark admits that Coastal Palms operates twenty-two (22) franchised hotel properties, consisting of eighteen (18) properties under the Verimark Suites flag and four (4) properties under the Verimark Select flag, located across the States of Florida and Georgia, comprising a total of approximately 3,740 guest rooms. Verimark denies any allegations contained in Paragraph 4 regarding the purported quality of brand support, the adequacy of operational assistance, or any other characterization of Verimark's performance under the FLAs, to the extent such allegations are inconsistent with Verimark's contractual obligations as set forth in the FLAs. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 4.
RESPONSE TO COUNTERCLAIM COUNT I: BREACH OF CONTRACT — BRAND-STANDARD VIOLATIONS
5. As to the allegations of Paragraph 5 of the Counterclaim, Verimark denies that it failed to maintain brand standards as required under the FLAs or any other agreement between the parties. Verimark specifically denies that it engaged in "deferred maintenance at the corporate level" or that it failed to adequately support, invest in, or maintain the Verimark Suites and Verimark Select brands. To the contrary, Verimark operates and franchises approximately 340 branded hotel properties across the southeastern United States, and Verimark has at all relevant times made significant and ongoing investments in brand maintenance, marketing programs, guest satisfaction initiatives, loyalty programs, technology platforms, and property-inspection and quality-assurance standards for the benefit of all franchisees operating under the Verimark Suites and Verimark Select flags. As reported in Verimark's publicly filed Annual Report on Form 10-K for the fiscal year ended December 31, 2021, Verimark's franchise segment generated revenue of approximately $218 million, reflecting the substantial and continuing strength, recognition, and commercial value of the Verimark brand portfolio—a brand from which Coastal Palms derived significant economic benefit throughout the term of its franchise relationships. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 5.
6. As to the allegations of Paragraph 6 of the Counterclaim, Verimark denies that it provided "inadequate reservation-system uptime" or that its reservation and central booking systems failed to meet the performance standards required under the FLAs. Verimark affirmatively states that the Verimark Central Reservation System ("VCRS") met or exceeded industry-standard uptime benchmarks throughout the relevant period, and that any isolated service interruptions that may have occurred were promptly identified, communicated to affected franchisees, and resolved in accordance with Verimark's standard operating procedures and applicable service-level commitments. Verimark further states that it lacks sufficient information to form a belief as to the truth or falsity of Coastal Palms' specific quantification of alleged losses purportedly attributable to reservation-system performance issues, and on that basis denies the same. To the extent Coastal Palms alleges that specific reservation-system outages caused quantifiable revenue losses to its properties, such allegations are speculative, unsubstantiated, and unsupported by any credible evidence known to Verimark. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 6.
7. As to the allegations of Paragraph 7 of the Counterclaim, Verimark denies that Coastal Palms suffered twelve million dollars ($12,000,000.00) in damages or any other amount of damages arising from any alleged brand-standard violations, reservation-system performance issues, or any other acts or omissions of Verimark. Verimark denies that Coastal Palms has any evidentiary, documentary, or factual basis for the twelve million dollar ($12,000,000.00) counterclaim figure. Verimark affirmatively states that Coastal Palms' claimed damage amount is speculative, conclusory, unsupported by competent evidence, and not cognizable under the terms and conditions of the FLAs, including but not limited to the consequential-damages exclusion provision set forth in Section 15.4 of each FLA. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 7.
8. As to the allegations of Paragraph 8 of the Counterclaim, Verimark denies each and every allegation regarding Verimark's alleged failure to provide adequate marketing support to Coastal Palms and its franchised hotel properties. Verimark affirmatively states that it maintained robust national and regional marketing programs for the Verimark Suites and Verimark Select brands throughout the relevant period, including but not limited to national television and digital advertising campaigns, participation in industry trade shows and conferences, cooperative marketing programs available to all franchisees, search engine optimization and pay-per-click marketing initiatives, loyalty program promotions, and social media engagement strategies. Verimark further affirmatively states that any alleged deficiencies in marketing support did not cause damages to Coastal Palms, and that Coastal Palms' own conduct—including the systematic underreporting of Gross Room Revenue through Suncoast Room Management Inc. and the diversion of bookings through the unbranded website gulfcoastrooms.com—directly undermined the very brand standards that Coastal Palms now purports to champion. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 8.
9. As to the allegations of Paragraph 9 of the Counterclaim, Verimark denies each and every allegation regarding Verimark's alleged failure to provide adequate technology upgrades to Coastal Palms and its franchised hotel properties. Verimark affirmatively states that it invested substantial resources in the development, enhancement, and maintenance of its proprietary technology platforms, including the Verimark Central Reservation System, the Verimark Property Management System interface, the Verimark Revenue Management tools, and the Verimark mobile application and guest portal. Verimark further states that it lacks sufficient information to form a belief as to certain of the specific technical allegations set forth in Paragraph 9 regarding the purported performance of technology systems at individual Coastal Palms properties, and on that basis denies the same. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 9.
10. As to the allegations of Paragraph 10 of the Counterclaim, Verimark denies each and every allegation regarding Verimark's alleged failure to enforce brand-consistency standards across the Verimark franchise system. Verimark affirmatively states that it maintained and enforced comprehensive brand-consistency standards through its Quality Assurance Division, including regular property inspections, guest satisfaction surveys, brand-compliance audits, and remediation programs for properties that fell below established standards. Verimark further states that Coastal Palms' own properties were subject to these quality-assurance processes and that Coastal Palms received the benefit of brand-consistency enforcement across the broader Verimark franchise system. Verimark further affirmatively states that any alleged brand-consistency deficiencies did not cause damages to Coastal Palms, and that Coastal Palms' own diversion of revenue through unauthorized channels undermined the integrity and consistency of the Verimark brand. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 10.
11. As to the allegations of Paragraph 11 of the Counterclaim, Verimark denies each and every allegation regarding Verimark's alleged failure to provide adequate property-inspection services to Coastal Palms and its franchised hotel properties. Verimark affirmatively states that it conducted regular property inspections of Coastal Palms' franchised hotels in accordance with the inspection schedule and procedures set forth in the FLAs and the Verimark Brand Standards Manual, and that inspection results were communicated to Coastal Palms in a timely manner along with any recommended corrective actions. To the extent that Coastal Palms alleges that specific inspection deficiencies occurred at particular properties on particular dates, Verimark lacks sufficient information to form a belief as to the truth or falsity of such allegations and therefore denies the same. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 11.
12. As to the allegations of Paragraph 12 of the Counterclaim, Verimark denies each and every remaining allegation set forth therein. Verimark affirmatively states that, to the extent Paragraph 12 contains allegations regarding the cumulative impact of the purported brand-standard violations described in Paragraphs 5 through 11, such allegations are conclusory, speculative, and unsupported by competent evidence. Verimark further affirmatively states that Coastal Palms cannot establish any causal connection between the alleged brand-standard deficiencies and the damages claimed in the Counterclaim, and that Coastal Palms' own systematic scheme to underreport Gross Room Revenue and divert bookings through Suncoast Room Management Inc. and the gulfcoastrooms.com website is the proximate cause of any diminution in brand value or revenue performance that Coastal Palms may have experienced at its franchised properties. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 12.
RESPONSE TO COUNTERCLAIM COUNT II: BREACH OF CONTRACT — OVER-BILLING
13. As to the allegations of Paragraph 13 of the Counterclaim, Verimark denies that it over-billed Coastal Palms for royalties, marketing-fund contributions, technology fees, or any other amounts owed under the FLAs. Verimark affirmatively states that all billings issued to Coastal Palms were calculated in strict accordance with the applicable provisions of the FLAs, including but not limited to:
(a) A royalty fee equal to five percent (5.0%) of Gross Room Revenue ("GRR"), as defined in and required by Section 4.1 of each FLA;
(b) A marketing-fund contribution equal to two and one-half percent (2.5%) of GRR, as defined in and required by Section 4.2 of each FLA; and
(c) A technology fee of twelve dollars and fifty cents ($12.50) per available room per month, subject to annual adjustment based on the Consumer Price Index for All Urban Consumers (CPI-U), with such annual adjustment capped at three percent (3.0%) per year, as provided in Section 4.3 of each FLA.
Verimark further affirmatively states that the profound irony of Coastal Palms' over-billing claim is that Verimark's investigation—including an extensive forensic accounting analysis conducted by its retained forensic accounting experts—has established that Coastal Palms systematically underreported GRR by an estimated twenty-two percent (22%) to thirty-one percent (31%) during the period from January 2013 through December 2021, by diverting room revenue through Suncoast Room Management Inc. and the unbranded booking website gulfcoastrooms.com. This systematic underreporting resulted in the underpayment—not overpayment—of royalty fees, marketing-fund contributions, and technology fees owed to Verimark. The aggregate amount of underpayment during the relevant period is estimated at approximately $16.095 million, as more fully set forth in Verimark's Complaint in this action. Coastal Palms' claim that it was over-billed is not only without merit but is contradicted by Coastal Palms' own fraudulent revenue-reporting practices. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 13.
14. As to the allegations of Paragraph 14 of the Counterclaim, Verimark denies each and every specific allegation of over-billing contained therein. Verimark affirmatively states that all royalty, marketing-fund, and technology-fee billings were computed based on GRR figures as reported by Coastal Palms itself through the monthly revenue-reporting procedures required under Section 5.2 of each FLA. To the extent that any billing discrepancy existed, such discrepancy would necessarily have resulted in underbilling rather than overbilling, given the now-established fact that Coastal Palms systematically underreported its actual GRR by channeling room revenue through unauthorized entities and platforms. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 14.
15. As to the allegations of Paragraph 15 of the Counterclaim, Verimark denies each and every allegation contained therein. To the extent that Paragraph 15 alleges that Verimark applied incorrect royalty rates, improperly calculated marketing-fund contributions, or assessed technology fees in excess of the contractually permitted amounts, Verimark denies each such allegation and affirmatively states that all fee calculations were performed in accordance with the express terms of the FLAs. Verimark further states that Coastal Palms, as the party responsible for reporting its own GRR, cannot credibly claim that Verimark's billings—which were based on Coastal Palms' own reported revenue figures—were excessive. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 15.
16. As to the allegations of Paragraph 16 of the Counterclaim, Verimark denies each and every allegation contained therein. To the extent that Paragraph 16 seeks to aggregate or summarize the alleged over-billing damages across the twenty-two FLAs, Verimark denies that any overbilling occurred with respect to any individual FLA or in the aggregate. Verimark reiterates that all fee calculations were based on Coastal Palms' self-reported GRR figures, that Coastal Palms systematically underreported such figures, and that any recalculation of fees based on actual GRR would result in additional amounts owed to Verimark, not by Verimark. Except as expressly admitted herein, Verimark denies the remaining allegations of Paragraph 16.
GENERAL DENIALS
17. Verimark denies each and every allegation of the Counterclaim not specifically and expressly admitted in this Answer.
18. Verimark denies that Coastal Palms is entitled to any relief whatsoever on its Counterclaim, whether in the form of compensatory damages, consequential damages, incidental damages, special damages, punitive damages, injunctive relief, declaratory relief, attorneys' fees, costs, pre-judgment or post-judgment interest, or any other form of relief.
19. Verimark denies that Coastal Palms has suffered any cognizable damages as a result of any act, omission, representation, or course of conduct by Verimark, and denies that any act or omission of Verimark constitutes a breach of any FLA or any other duty, obligation, or responsibility owed to Coastal Palms.
AFFIRMATIVE DEFENSES TO COUNTERCLAIM
Without waiving or diminishing its denials, and without assuming any burden of proof that would otherwise rest with Coastal Palms, Verimark asserts the following affirmative defenses to the Counterclaim:
FIRST AFFIRMATIVE DEFENSE: Failure to State a Claim
The Counterclaim, and each count thereof, fails to state a cause of action upon which relief can be granted against Verimark. The allegations of the Counterclaim, even if taken as true, are insufficient to establish the essential elements of a claim for breach of contract or any other recognized cause of action under Florida law, and accordingly the Counterclaim should be dismissed in its entirety.
SECOND AFFIRMATIVE DEFENSE: Failure to Mitigate Damages
Coastal Palms failed to take reasonable and timely steps to mitigate any damages it may have allegedly sustained as a result of the conduct described in the Counterclaim. Without limitation, Coastal Palms failed to timely notify Verimark of any perceived brand-standard deficiencies, reservation-system performance issues, or billing discrepancies through the contractual dispute-resolution mechanisms expressly provided in the FLAs, including the written notice and cure provisions set forth in Section 16.1 and the mediation and escalation procedures set forth in Section 16.2 of each FLA. Coastal Palms' failure to avail itself of these contractual remedies, and its failure to otherwise take reasonable steps to minimize its alleged losses, bars or reduces any recovery on the Counterclaim.
THIRD AFFIRMATIVE DEFENSE: Estoppel
Coastal Palms is estopped from asserting its Counterclaim by its own conduct and course of dealing. Coastal Palms accepted, ratified, and derived substantial economic benefit from its franchise relationship with Verimark for a continuous period of over fourteen (14) years, from the execution of the first FLA on June 15, 2007, through the present. During this period, Coastal Palms voluntarily entered into additional FLAs with Verimark on multiple occasions, including as recently as September 3, 2019—more than two and one-half years before the filing of the Counterclaim on April 18, 2022. At no time prior to the filing of the Counterclaim did Coastal Palms raise any formal written complaint, notice of breach, dispute notice, or demand for remediation regarding any alleged brand-standard violations, reservation-system deficiencies, or over-billing through the contractual dispute-resolution procedures set forth in the FLAs or otherwise. Verimark reasonably relied on Coastal Palms' continued participation in the franchise system, its execution of additional FLAs, and its silence regarding any alleged grievances. Coastal Palms is equitably estopped from now asserting claims that are inconsistent with its years-long course of conduct.
FOURTH AFFIRMATIVE DEFENSE: Unclean Hands
Coastal Palms comes before this Court with unclean hands and is not entitled to the equitable or contractual relief it seeks. Coastal Palms, acting in concert with Defendant Randall Brecker and Defendant Suncoast Room Management Inc., engaged in a systematic and deliberate scheme, beginning no later than January 2013 and continuing through at least December 2021, to underreport Gross Room Revenue generated at its twenty-two (22) franchised hotel properties. This scheme was effectuated by diverting room bookings and associated revenue through Suncoast Room Management Inc.—a corporate entity controlled by Randall Brecker—and through the unbranded third-party booking website gulfcoastrooms.com, thereby concealing a substantial portion of room revenue from Verimark's GRR reporting and auditing processes. As a result of this scheme, Coastal Palms underpaid royalty fees, marketing-fund contributions, and technology fees owed to Verimark under the FLAs. The cumulative underreported Gross Room Revenue during the period from January 2013 through December 2021 is estimated at approximately one hundred ninety-seven million eight hundred thousand dollars ($197,800,000.00), resulting in direct underpayments to Verimark of approximately sixteen million ninety-five thousand dollars ($16,095,000.00), broken down as follows:
(a) Royalty fee underpayments (5.0% of underreported GRR): approximately $9,890,000.00;
(b) Marketing-fund contribution underpayments (2.5% of underreported GRR): approximately $4,945,000.00; and
(c) Technology fee underpayments attributable to concealed room inventory: approximately $1,260,000.00.
Coastal Palms' knowing and willful misconduct in perpetrating this revenue-diversion scheme, and its resulting breach of its own contractual obligations under the FLAs, precludes Coastal Palms from seeking equitable or contractual relief against Verimark in connection with the Counterclaim.
FIFTH AFFIRMATIVE DEFENSE: Waiver
Coastal Palms waived any claims it may have had regarding alleged brand-standard violations, reservation-system deficiencies, over-billing, or any other purported breaches of the FLAs by Verimark. Coastal Palms failed to exercise its contractual rights under the FLAs in a timely manner, continued to operate its franchised hotel properties under the FLAs without objection or protest, continued to accept the benefits of the Verimark franchise system—including the use of Verimark's trademarks, trade names, reservation systems, loyalty programs, and marketing platforms—throughout the entire relevant period, and voluntarily executed additional FLAs during the period in which the alleged breaches purportedly occurred. Such conduct constitutes an express or implied waiver of any claims arising from the alleged breaches described in the Counterclaim.
SIXTH AFFIRMATIVE DEFENSE: Setoff and Recoupment
To the extent that Coastal Palms might be entitled to recover any amounts on its Counterclaim, which Verimark expressly denies, any such amounts are subject to setoff and recoupment against the substantially greater amounts owed by Coastal Palms to Verimark as alleged in Verimark's Complaint in this action. Verimark's Complaint seeks damages in excess of one hundred fifty million dollars ($150,000,000.00), including but not limited to claims for breach of contract, underpayment of royalty fees, underpayment of marketing-fund contributions, underpayment of technology fees, late-payment interest, liquidated damages pursuant to FLA Section 15.2, and other contractual remedies. Any recovery by Coastal Palms on the Counterclaim should be offset against the amounts owed by Coastal Palms to Verimark, which exceed by orders of magnitude the amounts claimed in the Counterclaim.
SEVENTH AFFIRMATIVE DEFENSE: Comparative Fault / Contributory Negligence
To the extent applicable under Florida law, any alleged damages suffered by Coastal Palms as described in the Counterclaim were caused in whole or in part by Coastal Palms' own acts, omissions, negligence, and intentional misconduct, including but not limited to its failure to properly and accurately report Gross Room Revenue, its operation of the Suncoast Room Management revenue-diversion scheme, its diversion of room bookings through the unbranded gulfcoastrooms.com website, and its failure to maintain its franchised properties in accordance with the brand standards set forth in the FLAs and the Verimark Brand Standards Manual. To the extent that any damages are found, such damages must be reduced in proportion to Coastal Palms' own comparative fault.
EIGHTH AFFIRMATIVE DEFENSE: Contractual Limitations
Coastal Palms' Counterclaim is barred, in whole or in part, by the express terms and conditions of the FLAs. Without limitation, the FLAs contain provisions that limit or exclude Verimark's liability for certain categories of damages, including but not limited to: (a) the consequential-damages exclusion set forth in Section 15.4 of each FLA, which precludes recovery of indirect, incidental, special, or consequential damages; (b) the limitation-of-liability provision set forth in Section 15.5 of each FLA, which caps Verimark's aggregate liability under each FLA; and (c) the exclusive-remedy provisions set forth in Section 16.3 of each FLA, which specify the exclusive remedies available to the franchisee for certain categories of claims. Coastal Palms' claims are barred or limited by these and other contractual provisions, and Coastal Palms cannot recover damages in excess of the amounts permitted under the FLAs.
NINTH AFFIRMATIVE DEFENSE: Lack of Causation
Coastal Palms cannot establish that any act or omission by Verimark was the actual or proximate cause of the damages alleged in the Counterclaim. Even assuming, arguendo, that certain brand-standard deficiencies or reservation-system performance issues occurred during the relevant period, Coastal Palms cannot demonstrate that such issues, rather than Coastal Palms' own operational decisions, market conditions, competitive dynamics, the effects of the COVID-19 pandemic, or other intervening factors, caused the alleged twelve million dollars ($12,000,000.00) in damages or any other amount of damages. Coastal Palms' damage allegations are speculative, conclusory, and lack the requisite causal nexus to Verimark's alleged conduct.
TENTH AFFIRMATIVE DEFENSE: Statute of Limitations
Coastal Palms' Counterclaim is barred, in whole or in part, by the applicable statutes of limitations under Florida law, including but not limited to the five-year statute of limitations for breach of written contract claims set forth in Section 95.11(2)(b), Florida Statutes. To the extent that any of the alleged breaches or damages described in the Counterclaim arose more than five years prior to the filing of the Counterclaim on April 18, 2022, claims based on such conduct are time-barred.
RESERVATION OF AFFIRMATIVE DEFENSES
Verimark expressly reserves the right to assert additional affirmative defenses as discovery progresses and additional facts, documents, and information become known or available. This reservation is made in accordance with Rule 1.110(d), Florida Rules of Civil Procedure, and Verimark will seek leave of court to amend this Answer, if necessary, to assert any such additional defenses.
PRAYER FOR RELIEF
WHEREFORE, Counterclaim Defendant Verimark Hospitality Group Inc. respectfully requests that this Court enter an order:
1. Dismissing the Counterclaim of Coastal Palms Franchise Holdings LLC in its entirety, with prejudice, and denying all relief sought therein;
2. Entering judgment in favor of Verimark Hospitality Group Inc. and against Coastal Palms Franchise Holdings LLC on all counts of the Counterclaim;
3. Awarding Verimark Hospitality Group Inc. its reasonable attorneys' fees and costs incurred in defending against the Counterclaim, to the extent permitted by applicable law, equity, or contract, including but not limited to the attorneys'-fees provisions set forth in Section 17.1 of each FLA; and
4. Granting such other and further relief as this Court deems just, proper, and equitable under the circumstances.
DEMAND FOR JURY TRIAL
Counterclaim Defendant Verimark Hospitality Group Inc. hereby demands a trial by jury on all issues so triable in connection with the Counterclaim, pursuant to the Florida Constitution and Rule 1.430, Florida Rules of Civil Procedure.
Respectfully submitted,
CALDERWOOD & HARKNESS LLP
By: ________
Priya Anand, Esq. Florida Bar No. 0087451
Douglas Carmichael, Esq. Florida Bar No. 0093217
Yuki Nakamura, Esq. Florida Bar No. 0119644
Carlos Espinoza, Esq. Florida Bar No. 0128903
110 SE 6th Street, Suite 2800 Fort Lauderdale, Florida 33301 Telephone: (954) 761-8200 Facsimile: (954) 761-8201
Attorneys for Plaintiff / Counterclaim Defendant Verimark Hospitality Group Inc.
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that on May 2, 2022, a true and correct copy of the foregoing Counterclaim Defendant Verimark Hospitality Group Inc.'s Answer to Counterclaim was served on all counsel of record via the Florida Courts E-Filing Portal, which will transmit a Notice of Electronic Filing to the following:
Nathan Whitfield III, Esq. Gabriela Montes, Esq. Ethan Doyle, Esq. Whitfield, Barrow & Crane LLP 1221 Brickell Avenue, Suite 3000 Miami, Florida 33131 Counsel for Defendants / Counterclaim Plaintiff Coastal Palms Franchise Holdings LLC, Randall Brecker, and Suncoast Room Management Inc.
By: ________
Priya Anand, Esq. Florida Bar No. 0087451