Matt Darling Deposition

EXAMINATION

By: Mr. Emrich

Q. And what is your job title?

A. I am the regional director for Resort Management by Marco.

Q. And in connection with that work, what do you do for Resort Management?

A. I oversee the day-to-day operations of our company, oversee managers that handle the individual accounts and the high-rises.

Q. And do you also keep -- is your entity responsible for maintaining records for any associations?

A. It is.

Q. And are you the record keeper for 200 La Pen Building Condo Association?

A. Resort Management is, yes.

Q. And the Club at La Peninsula?

A. That's correct.

Q. And in connection with that, then you retain the documents that are required to be kept under Florida law?

A. Yes. Individual managers keep them on the server that is connected to the actual association.

Q. In connection with that, did you receive some document requests from the petitioner, Michael Meiresonne?

A. Yes.

Q. And I'm going to ask that we put Exhibit P-24 (sic) on the screen. (Whereupon, the document was marked as Petitioner Exhibit No. 25 for identification.)

MS. WARD: I just wanted to say I'm pulling it up right now. Give me just one minute.

MR. EMRICH: Thank you.

BY MR. EMRICH:

Q. I show you what we've marked as P25. Mr. Darling, does that look familiar to you?

A. I mean, I see a lot of these. I can't say that this is one that I would recognize. Again, I wasn't the one that was actually handling the account at the time.

Q. And if this document had been sent to you, would it have been something that you would have been in a position to respond to?

A. I would pass it on to the manager handling the account at the time to respond as they would be the one to handle the day-to-day operations.

Q. And who would that have been?

A. At that time, 2020, I believe that was Jack Spring.

Q. I'm going to show you what we've introduced and agreed to as a second document request of petitioner dated December 17 of 2020. Take a look at that.

MS. WARD: Which document number -- or which exhibit number was that?

MR. EMRICH: Exhibit 26. P-26. (Whereupon, the document was marked as Petitioner's Exhibit No. 26 for identification.)

BY MR. EMRICH:

Q. Have you seen -- THE COURT REPORTER: Henry, we can't hear you. BY MR. EMRICH:

Q. Have you seen this document before?

A. I don't believe I actually have seen that document before.

Q. And I'm going to show you what we've also introduced as Exhibit 27. (Whereupon, the document was marked as Petitioner's Exhibit No. 27 for identification.)

BY MR. EMRICH:

Q. Have you ever seen is that document before?

A. No.

Q. And then I need to back up to Exhibit P-24 that's been introduced, and if we would put that on the screen. (Whereupon, the document was marked as Petitioner's Exhibit No. 24 for identification.)

BY MR. EMRICH:

Q. And have you seen that document before?

A. I can't remember if I had seen that one or not. There were a bunch of record requests over the past two years.

Q. So, if the petitioner would have sent those documents to the attention of Resort Management requesting records, what would you have done with those document requests?

A. My department would have forwarded them to the manager who handles the account at that time.

MR. EMRICH: Now, I'm going to ask you to put -- Chenney to put Respondent's Exhibit 6 up on the screen. No, No. 6. There it is. (Whereupon, the document was marked as Respondent's Exhibit No. 6 for identification.)

BY MR. EMRICH:

Q. Mr. Darling, I'm going to show you what is marked as Exhibit 6. R-6 as has been introduced as such. Could you tell us what that is?

A. That looks like a canned copy of the letter that came from my office.

Q. What do you mean my "canned copy?"

A. It looks like a generic letter that we send when we have the records available to people who have requested them.

Q. And would that have been something that would have gone out under your signature or purported signature?

A. It may have, depending on who the manager was at the time.

Q. All right. And would that have then been responsive to at least one of the document requests submitted by the petitioner?

A. That look like it would be the last one you showed, would line up with the dates.

Q. And that was specifically with regards the -- THE COURT REPORTER: Henry, we can't hear you.

BY MR. EMRICH:

Q. That would have been specifically referred to as a response to Exhibit No. 25. Correct?

A. I would assume so, yes. If that is -- yes.

Q. And then you indicated if you had no recollection of seeing the other three document requests, they would have been sent to someone else at Resorts Management. Correct?

A. That's correct. The current manager, whoever that was at the time.

Q. And then did you have further conversations with the petitioner regarding those document requests?

A. With Mr. Meiresonne? I don't believe I've spoken to him in a number of years.

Q. That wasn't my question. Do you recall having conversations with him with regard to those document requests?

A. No, I do not.

Q. Did you have e-mail communications?

A. Not to my recollection.

MR. EMRICH: I'm going to ask Ms. Ward to put Exhibit 28 on the screen.

MS. WARD: Is that Petitioner's or Respondent's?

MR. EMRICH: Petitioner's Exhibit 28. (Whereupon, the document was marked as Petitioner's Exhibit No. 28 for identification.)

BY MR. EMRICH:

Q. I'd like you to take a look at that,

Mr. Darling, and tell us if that -- and take a look at that, and let me know if that refreshes your recollection as to whether you had any conversations with Mr. Meiresonne, e-mail communications?

A. Yeah. I mean, it doesn't really ring a bell, but I mean, obviously it's coming from me. So --

Q. And scrolling down the page, and looking at the e-mail from you to Mr. Meiresonne dated the on same date only earlier in the day, does that look familiar to you?

A. Yes.

Q. And again, would that refresh your recollection in any way as to what was sent to Mr. Meiresonne?

A. Not really, no. To be honest, no.

Q. Looking at the next page of Exhibit 28, P28, reference the request for Master board records and arc committee records, is Mr. Spring the person you referenced who had been working on this account?

A. That's correct.

Q. And was he authorized to speak on behalf of Resorts Management regarding document requests?

A. He would be, as he was handling the account. Yes.

Q. And according to that particular e-mail, he indicates that he did not have -- receive anything regarding the master board and arc committee, that he had no records and no history of any complaints in these matters. Correct?

A. So it says in the e-mail.

Q. And again, he was the person that would have been authorized to speak on behalf of the association?

A. Yes.

MR. EMRICH: Going to -- put Exhibit 29, P-29, on the screen, please. (Whereupon, the document was marked as Petitioner's Exhibit No. 29 for identification.)

BY MR. EMRICH:

Q. If we scroll -- if you look down to the bottom part of the page, under the heading: Resort Correspondence on --

THE COURT REPORTER: Henry, I'm not hearing you.

MR. EMRICH: I'm sorry, Janet. Is that better?

THE COURT REPORTER: Yes.

MR. EMRICH: I'll try to remember to speak directly to the computer. I'm trying to get exhibits and coordinate them and speak at the same time. I apologize.

BY MR. EMRICH:

Q. Mr. Darling, looking at that e-mail, is that an indication -- do you have any recollection of having discussed this with Mr. Meiresonne regarding the document requests that we previously had put on the screen?

A. Obviously, there was an e-mail exchange, but I don't remember talking to you -- him. I mean, I guess you don't understand how many things we have going on in this office, but e-mails go left and right. So, I mean, obviously if my name is on the e-mail, it came from my thing, and obviously I was involved with it.

Q. So, if -- again, I would ask you to take a minute and look through the remaining exhibits, e-mails of Exhibit 29, if you would, regarding your conversations with Mr. Meiresonne regarding this document request, and tell me if it refreshes your recollection.

MS. WARD: Mr. Darling, you can let me know when you're ready for me to move pages, and I will.

THE WITNESS: You can go to the next. Okay. Okay. Okay. Okay. Next. Okay. Good. Okay. Okay. Okay. Okay. Okay. Next. Okay. Okay. Next. That's good. Okay.

MS. WARD: That was the last page.

BY MR. EMRICH:

Q. All right. Mr. Darling, in reviewing those documents, did this refresh your recollection at all as to your communication with Mr. Meiresonne regarding these document requests?

A. Yes, a little bit.

Q. All right. So, and who is -- there was a reference to a Matt Hopkins. Who is Matt Hopkins.

A. Matt Hopkins is the new manager for the 200 building.

Q. And was he authorized to speak regarding document requests on behalf of the association and your agency?

A. Again, he is the manager of record for the property, so he would be able to.

Q. And how about Kerry Korman (phonetic)?

A. Kerry Korman (phonetic) is an ex-financial rep for our company.

Q. And what would have been his role at Resorts Management?

A. Kerry is a woman, and she was -- she just handled the monthly financials. She did the reconciliation of the books.

Q. And in connection with the requests that -- and the e-mails that you just reviewed, you would agree with me that despite the fact that you had originally indicated to Mr. Meiresonne that he had to come to Resorts Management to inspect the records, you would have engaged with him, and provided him all the documents you had in your possession regarding the document requests that he had filed in December of '20?

MS. WOODCOCK: Objection. Leading.

BY MR. EMRICH:

Q. Would you agree with me, Mr. Darling, that despite indicating that in the original response that you sent to him, that you referred to as a canned response on December 22, '20, you had engaged and communicated with Mr. Meiresonne regarding the document request that he had made. Correct?

MS. WOODCOCK: Objection. Leading.

BY MR. EMRICH:

Q. That's correct?

THE ARBITRATOR: I don't think it's a leading question. I think he's asking him based on the documents that were introduced to confirm that there was a communications between the two of them. So, I'm going to let him ask the question the way it was phrased.

THE WITNESS: Yes.

BY MR. EMRICH:

Q. And you would agree with me then that you had engaged him -- you had told him you would provide whatever documents you had responsive to his request. Correct?

A. Yes.

MS. WOODCOCK: Objection. Leading.

THE ARBITRATOR: Okay. Well, what we could do here is I'll just assume that documents speak for themselves, sir. And that I'll draw my own conclusions based on what they say, based on the preliminary document, which was -- I believe we started at P-24, and they go through P-29. And the documents speak for themselves over the course of the communication. And I think that's the best way to handle this.

MR. EMRICH: Thank you, your Honor.

THE ARBITRATOR: Okay. Let's move on.

MR. EMRICH: Thank you.

BY MR. EMRICH:

Q. Mr. Darling, if documents would not have been produced by you that were responsive to his request on either behalf of the 200 board or the master board, the La Club board, then you would not have had them in your possession; is that correct?

A. That's correct.

Q. Specifically, there was a request in Exhibit 24 for -- I'm sorry. Strike that. Exhibit 25, pertaining to -- and this was a response -- or this was a request that was sent to 200 La Peninsula Condominium Association. Specifically there was a request for the minutes, correspondence documents pertaining to the revised board bylaws that were passed in 2018, including any proxies and documents detailing the membership vote, and the documents that detailed the changes to the bylaws. You never sent those documents to Mr. Meiresonne. Would that be because you would not have had them in your possession?

A. Yes.

MS. WOODCOCK: Objection. Assumes facts not in evidence.

THE ARBITRATOR: Okay. Counsel, your examination, you ask open-ended questions. I suspect we're going to get leading objections to everything asked in that fashion. So, ask the open-ended question, then ask why is it true, you know.

MR. EMRICH: I will. I'm sorry. I'm trying to move it along a little faster.

THE ARBITRATOR: I understand that, but we're going to get an objection every single time. Then we're going to go through this every single time.

MR. EMRICH: All right.

BY MR. EMRICH:

Q. Mr. Darling, you would have -- in document request Exhibit 25 to the La Peninsula Condominium Association, you were asked for four minutes -- four correspondence documents pertaining to the revised board bylaws passed in 2018, including its proxies and the documents detailing the membership vote, and the documents that detailed the changes to the bylaws. Correct?

A. Yes.

Q. And why -- and if you did not produce them, why would that have occurred?

A. I probably could not find them on the system.

Q. Is it -- is it or was it at the time of that particular request the obligation of your company to retain any such documents if, in fact, they were created by the 200 board?

A. Yes.

Q. Thank you. With respect to the document request of December 16th, '20 -- and that would be P-24, your Honor.

BY MR. EMRICH:

Q. That was directed to the master board. There was a request in that document for certain documents regarding the ARC committee or any aspect of the ARC review done by the master board. Correct?

A. I can't recall.

Q. And assume for the sake of argument that that request would have been made, and assume for the sake of argument that documents would not have been produced responsive to it, why would that have been?

MS. WOODCOCK: Objection as to --

THE WITNESS: I can't comment on that.

THE ARBITRATOR: Hang on a second. What's the objection?

MS. WOODCOCK: Assumes facts not in evidence.

THE ARBITRATOR: It's a fact not in evidence? Hang on a second. I thought Exhibits 22 through 28 were no objections.

MS. WOODCOCK: I don't have objections to the exhibits being entered into evidence. The question that's being asked is if something was not done, then what? But there's no evidence that something was not done.

THE ARBITRATOR: He was asking a hypothetical question. I don't understand. People ask hypothetical questions. If he has an explanation, he can explain why it wasn't done if, in fact, it wasn't. I don't understand the objection, Ms. Woodcock.

MS. WOODCOCK: The objection is that things are

being asked that are being -- you know, that things were or were not done when the response that has been provided and was then put into evidence is that if it was in your possession, they would have provided it.

THE ARBITRATOR: I mean, is it an objection based on speculation? Is that what you're saying in essence? It calls for him to speculate if it wasn't done?

MS. WOODCOCK: I find that it is a separate objection, but I didn't base it -- I'll maintain my objection for the record, your Honor, but you can proceed.

THE ARBITRATOR: What's the question again, Counsel?

BY MR. EMRICH:

Q. Again, the question would be: If the request was made for the records that are referenced in that document request from Exhibit 24, and they were not provided, would that be because Resorts Management would not have had any of those records in its possession?

A. Yes.

THE ARBITRATOR: Okay. He answered the question.

BY MR. EMRICH:

Q. And with respect to the document requests that were sent, would that have been the case with regard to any documents requested that were not provided by Resorts Management?

A. Yes.

Q. Were you, Mr. Darling, yourself ever involved in any of the board management activities with regard to either the 200 -- well, you let's just start with the 200 board.

A. Yes.

Q. Could you tell me what you did with regard to

the 200 board?

A. I was the manager for probably about four or five years, and then gave the account away to newer managers.

Q. When did you give the account away? Let's talk about what period of time then you would have been responsible for this account as the manager of it.

A. I'm talking about 2015, '16.

Q. And then who became responsible?

A. I believe it was Dan Hutchinson.

Q. And how long would he have been responsible?

A. Probably about two years, I would think.

Q. And who, Mr. Darling, would have been responsible for this account as the manager, and responsible for involving -- monitoring what was going on with regard to the governance of that association from January 1, 2018, until December 31 of 2021?

A. It would have been Jack Spring and Matt Hopkins.

Q. All right. And again, we referred to both of those persons in the document requests that we have here; is that correct? That we've talked about already and the responses. Correct?

A. Yes.

Q. Thank you. So, just so I'm clear, you would not have any knowledge about the governance issues of 200 La Pen during the time Mr. Spring or Mr. Hopkins were involved. Correct?

A. That is not correct. I would hear things in the office.

Q. Did you act on any of those things that you would have heard, other than what you've testified to regarding these document requests?

A. I can't answer that. I mean, acting on what specifically?

Q. Well, again, if Mr. Spring and Mr. Hopkins were charged with the responsibilities for the 200 board condominium association, then they would have been the ones that would have been in charge of that on a daily basis, monthly basis, annual basis during the period of time that they were in charge of it?

A. One would hope. Yes.

Q. Now, with regard to the master board, the La Club at -- or the Club at La Peninsula, would you have had any management responsibilities over that other than what you've already testified to today?

A. Yeah. I mean there was a number of managers there over the years as well.

Q. Can you tell me who you would have been responsible for the management of that association from January 1st of 2018, until December 31 of 2021?

A. It probably started with Dan Hutchison, and then went to Don Montroy(phonetic. Then went to Jack Spring. Then it went to -- I believe Rego is the latest.

THE COURT REPORTER: Who?

THE WITNESS: The new manager of La Club, Rego

Roid (phonetic).

BY MR. EMRICH:

Q. And again, same question as I asked you previously: If they were the ones that were responsible for those -- that account and handling that account, and the governance of that account, again they would be the ones that would be charged with the responsibility of monitoring and managing the governance of that association. Correct?

A. That would be correct.

MR. EMRICH: Thank you. I have no further

questions from this witness, your Honor.

THE ARBITRATOR: Counsel? Ms. Woodcock?

CROSS-EXAMINATION

By: Ms. Woodcock

Q. Mr. Darling, are you and Resort Management aware of the Florida statute regarding maintenance of official records?

A. Yes.

Q. And do you and Resort Management maintain the records that are required by the Florida statute governing official records?

A. Yes.

MS. WOODCOCK: No more questions for Mr. Darling.

MR. EMRICH: Nothing further, your Honor.

THE ARBITRATOR: Okay, Mr. Darling. I got a few questions for you.

THE WITNESS: Yes, sir.

EXAMINATION

By: The Arbitrator

Q. This is the Arbitrator.

A. Yes.

Q. And bear with me. I'm going to try and ask a compound question that just clarifies everything. You stated you work for Resorts Management, and you were a manager there from what period to what period?

A. I still work for Resort Management. So for the -- I've been here since 2007 at Resort Management.

Q. To present?

A. Yes, sir.

Q. And as far as it concerns La Peninsula, how long were you records -- what dates were you the records manager of La Peninsula?

A. The Resort took over the 200 building I want to say in 2009, '08 or '09 for the 200. And the Club, I believe we entered into the contract with them in May

2015.

Q. Okay. When did you stop being the manager for the 200 building as it pertains to records management?

A. Probably 2000 -- early 2017. Prior to Irma. Hurricane Irma.

Q. And for the Club?

A. The Club has always had an individual manager on-site there. I started probably 2015 for about a year, maybe two years, and there were a few other managers after there.

Q. So, would it be fair to say that for any records request for the 2000(sic) building, you were not personally involved after 2015?

A. For the Club, yes. For the 200, it was probably about 2017, early 2017. That's correct.

Q. Let me get that back again.

When did -- so in 2017 you stopped being the records manager for the 200 building. Correct?

A. Correct. It went to Dan Hutchinson, yes.

Q. And also in 2017, you stopped being the record manager for the Club. Correct?

A. Yes. Personally, yes.

Q. So, you can't really testify here today about any records requests after 2017 for either the building or the Club. Right?

A. I mean, we do manage them here in the office. I mean, I can see --

Q. Your personal knowledge, sir?

A. Not day-to-day.

Q. Okay. Thank you.

MR. EMRICH: May I follow up, your Honor?

THE ARBITRATOR: Sure.

REDIRECT EXAMINATION

By: Mr. Emrich

Q. Mr. Darling, despite that, you did engage and discuss and communicate -- not discuss but communicate by e-mail with Mr. Meiresonne, as did some of your subordinates that were in charge of this particular -- these particular associations regarding Mr. Meiresonne's document request. Correct?

A. Correct.

Q. And you did indicate to him what records you did have that were responsive. Correct?

A. Correct.

Q. And you did provide them to him. Correct? What you had to him. Correct?

A. What I had, yes.

Q. And as you indicated earlier, what you did not have then would not -- would then not have been something that you would have been -- your Resorts Management would have been in possession of. Correct?

A. Correct.

Q. Because, just so we're clear, despite the fact that you did not have day-to-day management of that document function as a manager overseeing that -- those associations, you did, in fact, have the ability to determine what records you did actually have that would have been responsive to those document requests. Correct?

A. Yes. The managers are to put them on a server so we all have access.

Q. So again, in that sense, when you were -- when you looked into these matters for Mr. Meiresonne at the request -- at his request pursuant to the document requests and the exchange of e-mails that you had, you would have had then personal knowledge of what records that Resorts Management had maintained or kept as part of its function as document managers retention -- document retention entities for those two associations. Correct?

A. When it is provided.

Q. And it would have been with regard to the periods of time that we specifically -- that you were specifically asked about in earlier testimony, as well as what was referenced in the document requests. Correct?

A. Correct.

MR. EMRICH: Thank you. Thank you, your Honor, for your indulgence. No further questions.

THE ARBITRATOR: Ms. Woodcock, anything else?

MS. WOODCOCK: No further questions for Mr. Darling.