JAMS ARBITRATION
JAMS Jacksonville, FL Resolution Center 1 Independent Drive, Suite 1600 Jacksonville, FL 32202
Before the Honorable Margaret Liu Chen (Ret.), Arbitrator
JOINT STIPULATION OF DISMISSAL WITH PREJUDICE
Filed: August 9, 2024
The parties to this Joint Stipulation of Dismissal with Prejudice (this "Stipulation") are Meridian Shores Hospitality LLC, a Delaware limited liability company ("Claimant" or "MSH"), and Pellegrino Capital Group LLC, a Florida limited liability company ("Respondent" or "PCG"), by and through their respective undersigned counsel of record (collectively, the "Parties"). The Parties hereby jointly stipulate and agree to the dismissal of the above-captioned arbitration proceeding, JAMS Ref. No. 1440032871, with prejudice, on the terms and for the reasons set forth below. Each Party, through its undersigned counsel, represents that it possesses full power and authority to enter into this Stipulation and to bind the respective Party to the terms contained herein.
RECITALS
WHEREAS, on March 20, 2023, Claimant Meridian Shores Hospitality LLC filed a Demand for Arbitration with JAMS (the "Demand") asserting claims against Respondent Pellegrino Capital Group LLC arising out of Respondent's exercise of a call option under Section 12.4 of the Amended and Restated Operating Agreement of Palmetto Grand Ventures LLC, a Florida limited liability company, dated June 15, 2017 (the "Operating Agreement"), including, without limitation, claims of bad-faith valuation under Section 12.7 of the Operating Agreement, breach of Section 8.3 of the Operating Agreement relating to capital expenditure and deferred maintenance obligations, and related claims for damages, equitable relief, and such other relief as set forth more fully in the Demand;
WHEREAS, on April 5, 2023, Respondent Pellegrino Capital Group LLC filed its Response and Counterclaim (the "Response"), denying Claimant's allegations and asserting a counterclaim seeking declaratory relief that the buyout price of $41,300,000 constituted the proper Fair Market Value determination under Section 12.4 of the Operating Agreement, together with related affirmative defenses and claims for relief;
WHEREAS, on April 28, 2023, the Honorable Margaret Liu Chen (Ret.) was appointed as the sole Arbitrator in this proceeding pursuant to the JAMS Comprehensive Arbitration Rules and Procedures and the agreement of the Parties;
WHEREAS, on May 15, 2023, the Arbitrator held a preliminary conference with counsel for the Parties and entered a scheduling order establishing a discovery schedule, briefing deadlines, and a tentative hearing date for the merits of the dispute;
WHEREAS, the Parties thereafter engaged in extensive discovery, including the exchange and production of documents, the propounding and answering of interrogatories, the taking of depositions of expert witnesses on September 18, 2023, and the taking of depositions of party witnesses on October 10, 2023, and further engaged in motion practice, including a motion to compel filed by Claimant, which was partially granted by the Arbitrator by order dated November 30, 2023;
WHEREAS, on June 1, 2023, the Parties jointly retained Linden Park Advisory LLC as a neutral third-party appraiser pursuant to the valuation procedures set forth in Section 12.4(c) of the Operating Agreement, and Linden Park Advisory LLC thereafter conducted an independent appraisal and delivered a report to the Parties and the Arbitrator;
WHEREAS, the Parties participated in mediation with Raymond Alcazar of Alcazar Dispute Resolution LLC on February 12, 2024 and again on March 25, 2024, during which the Parties engaged in good-faith efforts to negotiate a resolution of all outstanding disputes;
WHEREAS, as a result of the mediation and subsequent negotiations, the Parties have reached a full and final settlement of all claims, counterclaims, and disputes in this proceeding, the terms of which are memorialized in (i) a Redemption Agreement dated May 20, 2024 (the "Redemption Agreement"), and (ii) a Mutual Release and Settlement Agreement dated May 20, 2024 (the "Settlement Agreement," and together with the Redemption Agreement, the "Settlement Documents"); and
WHEREAS, the closing of the transactions contemplated by the Redemption Agreement occurred on June 28, 2024, and all conditions precedent to such closing have been satisfied or duly waived, and the Parties now wish to dismiss this arbitration proceeding in its entirety with prejudice and on the merits.
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth in the Settlement Documents, the sufficiency of which is hereby acknowledged, and for other good and valuable consideration, the receipt and adequacy of which are hereby confirmed, the Parties jointly stipulate and agree as follows:
STIPULATED TERMS OF DISMISSAL
1. Dismissal of Claims with Prejudice. All claims asserted by Claimant Meridian Shores Hospitality LLC in its Demand for Arbitration filed on March 20, 2023, including but not limited to claims for bad-faith valuation under Section 12.7 of the Operating Agreement, claims for breach of Section 8.3 of the Operating Agreement relating to capital expenditure and deferred maintenance obligations, and all other claims, causes of action, and demands for relief of any nature whatsoever asserted or arising out of, related to, or in connection with the Demand, are hereby dismissed with prejudice and on the merits. Claimant shall have no right to re-file, reassert, or otherwise pursue any such claims in this or any other forum, whether judicial, arbitral, or otherwise.
2. Dismissal of Counterclaims with Prejudice. All counterclaims asserted by Respondent Pellegrino Capital Group LLC in its Response and Counterclaim filed on April 5, 2023, including but not limited to its counterclaim for declaratory relief that the buyout price of $41,300,000 constituted the proper Fair Market Value under Section 12.4 of the Operating Agreement, and all other counterclaims, causes of action, and demands for relief of any nature whatsoever asserted or arising out of, related to, or in connection with the Response, are hereby dismissed with prejudice and on the merits. Respondent shall have no right to re-file, reassert, or otherwise pursue any such counterclaims in this or any other forum, whether judicial, arbitral, or otherwise.
3. Dismissal of All Claims, Cross-Claims, and Causes of Action. In addition to the specific claims and counterclaims described in Paragraphs 1 and 2 above, all claims, counterclaims, cross-claims, causes of action, demands, rights, and remedies of any kind or nature whatsoever, whether known or unknown, suspected or unsuspected, asserted or which could have been asserted by either Party against the other Party in this arbitration proceeding, JAMS Ref. No. 1440032871, arising out of or related to the subject matter of this proceeding, are hereby dismissed with prejudice and on the merits. This Paragraph is intended to effect a comprehensive and final disposition of every matter in controversy between the Parties in this proceeding.
4. Each Party Bears Its Own Costs and Fees. Each Party shall bear its own attorneys' fees, costs, disbursements, and expenses incurred in connection with this arbitration proceeding, including but not limited to fees for legal counsel, expert witnesses, consultants, and any other professionals retained in connection with this matter. Each Party shall further bear its own proportionate share of JAMS administrative fees, Arbitrator compensation, mediator fees, and the fees and costs of Linden Park Advisory LLC as neutral appraiser, in each case as previously allocated between the Parties or as otherwise agreed. No Party shall seek, and each Party hereby waives any right to seek, any award, reimbursement, or recovery of attorneys' fees, costs, or expenses from the other Party in connection with this proceeding.
5. JAMS Administrative Fees and File Closure. The Parties hereby confirm that all JAMS administrative fees, Arbitrator compensation, and all other related charges and assessments arising in connection with JAMS Ref. No. 1440032871 have been paid in full, or that satisfactory arrangements for the payment thereof have been made directly with JAMS. The Parties respectfully request that JAMS close its file on this matter upon the entry of an order consistent with this Stipulation and that no further administrative action is required of either Party.
6. Confidentiality of Settlement Terms. The specific terms of the Parties' settlement, including, without limitation, the Redemption Agreement dated May 20, 2024 and the Mutual Release and Settlement Agreement dated May 20, 2024, are confidential and shall not be incorporated by reference into, or deemed to form a part of, this Stipulation. Nothing in this Stipulation shall be construed as a disclosure or waiver of the confidentiality of the Settlement Documents, except to the extent that reference to the existence of such agreements is necessary to confirm that the dispute between the Parties has been fully and finally resolved. The terms and conditions governing the confidentiality of the Settlement Documents are set forth in the Settlement Documents themselves and are binding on the Parties in accordance therewith.
7. No Admission of Liability. This Stipulation of Dismissal does not constitute, and shall not be construed as, an admission of liability, wrongdoing, fault, or the merit or lack of merit of any claim or defense by either Party. Neither Party concedes, by entering into this Stipulation, the validity, merit, or correctness of any claim, counterclaim, allegation, defense, or position asserted by the other Party in this proceeding. This Stipulation is entered into solely for the purpose of effectuating the dismissal of this arbitration proceeding in connection with the Parties' voluntary settlement and for no other purpose.
8. Finality and Preclusive Effect. This dismissal with prejudice shall operate as a final adjudication on the merits for all purposes, including but not limited to the doctrines of res judicata, claim preclusion, and issue preclusion, as to all claims, counterclaims, causes of action, and demands asserted or which could have been asserted by either Party against the other Party in this proceeding. Each Party acknowledges and agrees that this Stipulation, and any order entered by the Arbitrator in connection herewith, shall constitute a full, final, and complete bar to any future proceeding between the Parties with respect to the matters that were or could have been raised in this arbitration.
9. Arbitrator Jurisdiction and Closing of Proceeding. The Parties respectfully request that the Arbitrator, the Honorable Margaret Liu Chen (Ret.), enter an order consistent with this Joint Stipulation of Dismissal with Prejudice, closing this matter and terminating the Arbitrator's jurisdiction over this proceeding. Upon the entry of such order, the Arbitrator shall have no further jurisdiction over this matter or over any dispute between the Parties, except as may be necessary to enforce the terms of this Stipulation or to resolve any dispute concerning the interpretation or application of this Stipulation, if any.
10. Authority. Each undersigned attorney hereby represents and warrants that he or she has been duly authorized by his or her respective client to execute this Joint Stipulation of Dismissal with Prejudice on behalf of such client, and that the execution and delivery of this Stipulation has been approved by all necessary action on the part of the respective Party. Each undersigned attorney further represents that no other person or entity not a party to this proceeding is required to consent to the filing or entry of this Stipulation.
[SIGNATURES ON FOLLOWING PAGE]
SIGNATURE PAGE TO JOINT STIPULATION OF DISMISSAL WITH PREJUDICE JAMS Ref. No. 1440032871
AGREED AND STIPULATED:
FOR RESPONDENT PELLEGRINO CAPITAL GROUP LLC:
CALDERWOOD & HARKNESS LLP
By: ________
Francesca Morano, Partner 801 Brickell Avenue, Suite 2800 Miami, FL 33131 Telephone: (305) 555-7200
Email: fmorano@calderwoodharkness.com
Counsel for Respondent Pellegrino Capital Group LLC
Date: August 9, 2024
FOR CLAIMANT MERIDIAN SHORES HOSPITALITY LLC:
HARGROVE, DUNLAP & CASTILLO LLP
By: ________
Victoria Castillo, Partner 1395 Brickell Avenue, Suite 3100 Miami, FL 33131 Telephone: (305) 555-4100
Email: vcastillo@hdclaw.com
Counsel for Claimant Meridian Shores Hospitality LLC
Date: August 9, 2024
JAMS ARBITRATION
JAMS Jacksonville, FL Resolution Center 1 Independent Drive, Suite 1600 Jacksonville, FL 32202
JAMS Ref. No. 1440032871
[PROPOSED] ORDER GRANTING JOINT STIPULATION OF DISMISSAL WITH PREJUDICE
The Arbitrator, having reviewed the foregoing Joint Stipulation of Dismissal with Prejudice filed by the Parties on August 9, 2024, and having considered the representations of counsel for both Claimant Meridian Shores Hospitality LLC and Respondent Pellegrino Capital Group LLC that all claims and counterclaims in this proceeding have been fully and finally resolved through settlement, and good cause appearing therefor,
IT IS HEREBY ORDERED as follows:
1. All claims, counterclaims, cross-claims, causes of action, and demands of any kind or nature asserted or which could have been asserted by either Party in this arbitration proceeding, JAMS Ref. No. 1440032871, are hereby DISMISSED WITH PREJUDICE and on the merits.
2. Each Party shall bear its own attorneys' fees, costs, and expenses incurred in connection with this arbitration proceeding, including its own share of JAMS administrative fees, Arbitrator compensation, mediator fees, and expert and appraiser costs. No award of fees or costs is made in favor of or against either Party.
3. The Arbitrator's jurisdiction over this matter is hereby TERMINATED, except as may be necessary to enforce the terms of the Joint Stipulation of Dismissal with Prejudice or to resolve any dispute concerning the interpretation or application thereof.
4. The JAMS file in Ref. No. 1440032871, captioned Meridian Shores Hospitality LLC v. Pellegrino Capital Group LLC, is hereby CLOSED.
5. This Order constitutes the final disposition of all matters before the Arbitrator in this proceeding.
ORDERED:
________________________________________
Hon. Margaret Liu Chen (Ret.) Arbitrator JAMS Jacksonville, FL Resolution Center
Date: ________
CERTIFICATE OF SERVICE
I hereby certify that on August 9, 2024, a true and correct copy of the foregoing Joint Stipulation of Dismissal with Prejudice and the [Proposed] Order Granting Joint Stipulation of Dismissal with Prejudice was served upon each of the following by electronic transmission (email) and/or the JAMS electronic filing system:
Victoria Castillo, Esq. Hargrove, Dunlap & Castillo LLP 1395 Brickell Avenue, Suite 3100 Miami, FL 33131
Email: vcastillo@hdclaw.com
Counsel for Claimant Meridian Shores Hospitality LLC
Francesca Morano, Esq. Calderwood & Harkness LLP 801 Brickell Avenue, Suite 2800 Miami, FL 33131
Email: fmorano@calderwoodharkness.com
Counsel for Respondent Pellegrino Capital Group LLC
JAMS Jacksonville Resolution Center 1 Independent Drive, Suite 1600 Jacksonville, FL 32202
Hon. Margaret Liu Chen (Ret.) c/o JAMS 1 Independent Drive, Suite 1600 Jacksonville, FL 32202
By: ________
Francesca Morano Calderwood & Harkness LLP Counsel for Respondent Pellegrino Capital Group LLC
JAMS Ref. No.
MERIDIAN SHORES HOSPITALITY LLC,
a Delaware limited liability company,
Claimant,
v.
PELLEGRINO CAPITAL GROUP LLC,
a Florida limited liability company,
Respondent.
MERIDIAN SHORES HOSPITALITY LLC,
a Delaware limited liability company,
Claimant,
v.
PELLEGRINO CAPITAL GROUP LLC,
a Florida limited liability company,
Respondent.