ATTORNEYS AT LAW. PHONE: (561) / FAX: (561) January 4, 2016

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1 PADULA HODKIN, PLLC ATTORNEYS AT LAW 101 PLAZA REAL SOUTH, SUITE 207, BOCA RATON, FL PHONE: (561) / FAX: (561) VIA (kberglin@boydlawgroup.com) Kyle T. Berglin, Esquire Boyd Richards Parker & Colonnelli, P.L. 100 S.E. Second Street, Suite 2600 VIA (jk@dkslaw.net) James N. Krivok, Esquire Dicker, Krivok & Stoloff, P.A Australian Avenue South, Suite 400 West Palm Beach, Florida Re: Manfred Brecker, et al. v. Del-Aire Country Club, Inc., et al. 15th Judicial Circuit, in and for Palm Beach County Case No CA XXXX MB AI Dear Kyle and Jim: It has come to my attention that Delaire intends on having a vote in the very near future for a new Golf Course Enhancement Project, which now will cost $4.57 Million, with financing by Regions Bank via a $2.5 Million line of credit, and $1.5 Million coming from the Reserve for Capital Improvements and Debt Service Fund. As you both know, the Breckers have a pending appeal on this issue, and if successful, will put all issues back in play, including but not limited to the fact that a signature list is required for a vote like the one mentioned herein. I am assuming you have informed Delaire s lender of the pending appeal, as any reputable lender would want to know of the risks involved with proceeding with a project that is still being challenged with the courts. I now feel compelled to provide another summary of the problems Delaire is facing. Delaire is Violating its Voting Procedures by Failing to Check Signatures against a List As you know, Article III, Section 8(C) of Delaire s Bylaws provide, in part, that: The signature and membership identification on the outer envelope shall be checked against a list of qualified members unless previously validated in advance of the meeting. Contrary to the trial court s decision, this provision includes the conjunction and, which separates two distinct criteria for scrutiny; that is, signature and membership identification which both must be checked. Towards that end, Article III, Section 8(C) unambiguously provides that the signature shall be checked against a list. The only way to check a signature against a list would be for the list to contain signatures to check against. To construe Article III, Section 8(C)

2 Messrs. Berglin and Krivok Page 2 in line with how the Club is interpreting it, the Appellate Court would be led to a conclusion that simply does not make sense; that is, the Club does not have to actually check the signatures, but only the membership identification on the outside of the envelope. In line with basic contract principles, the Appellate Court will likely reverse and remand to the lower court because the Club s interpretation leads to an absurd conclusion. The Club cannot ignore or give no real meaning to the words signature, and, and check, in Article III, Section 8(C). The Appellate Court must reject the Club s interpretation because this Court is required to give meaning to the words signature, and, and check, and the only way to check a signature would be with a list of signatures to check against. In interpreting a contract under Florida law, courts must give effect to the plain language of contracts when that language is clear and unambiguous. The Bylaws thus must be interpreted to give meaning to each and every word it contains, and avoid treating a word as redundant or mere surplusage if any meaning, reasonable and consistent with other parts, can be given to it. Under the Club s interpretation, the phrase the signature shall be checked is held meaningless. The Club s interpretation would also make Article III, Section 8(D) meaningless because the phrase properly signed would become mere surplusage. Delaire is Violating its Voting Procedures by Failing to Allow Associate Members to Vote Pursuant to Article X, Section 3(A) of the Bylaws, both Full Privilege Members and Associate Members are entitled to one vote per home on any matter to be determined by the members. Additionally, pursuant to Article VI, Section 2(G), the Club shall not use more than $50, from the Reserve for Capital Improvements and Debt Service Fund without a majority vote of the members. On January 18, 2015, only full privileged members were asked to vote on the original golf course proposal, and now, in January 2016, Delaire is asking only full privileged members again to vote on a major investment for the community. Notably, the ballot the members were and are now asked to cast their vote on contains an express provision informing the members that large amounts of money from the Reserve for Capital Improvements Fund will be used to fund a major golf course renovation project. It is self-evident that a single vote on whether to allow an expenditure of more than $50, from the Reserve for Capital Improvements Fund requires a vote by all members who contribute to the Reserve for Capital Improvements Fund. Merely because the expenditure relates to the golf course or golf program does not negate Article X and VI of the Bylaws. Put simply, when read together, Article XI of the Articles, and Articles VI, Section 2(G), and XII, Section 4(A) of the Bylaws, objectively provide that Associate Members may not vote on assessments or matters relating to the golf course or golf program so long as they do not involve an expenditure from the Reserve for Capital Improvements Fund of more than $50, Given that this January 2016 project is over $4 Million, associate members must be allowed to vote.

3 Messrs. Berglin and Krivok Page 3 A New Lawsuit will Commence if the January Vote goes forward with Voting Improprieties Please note that a new lawsuit seeking damages, as well as injunctive relief, will commence if Delaire goes forward with the January 2016 vote knowing of the voting procedure errors. We will be seeking prompt relief to prevent this project from commencing. And, if the project does begin and our clients prevail, we will be seeking a rescission of the construction. Please have Delaire govern itself accordingly. Lastly, as Delaire members, the Breckers request that you verify that the lender is aware of the appeal, as well as this letter, and is still comfortable with lending the money under the circumstances. Regards, SJP/ljh STEPHEN J. PADULA For the Firm cc: Manfred and Anne Brecker

4 January 13, 2016 Miami Office VIA ONLY Stephen J. Padula, Esq. Padula Hodkin, PLLC 101 Plaza Real South, S-207 Boca Raton, Florida RE: Your Letter Dear Mr. Padula: On behalf of our client, Delaire Country Club, Inc., we write to respond to your letter, in which you state your intention to commence a new lawsuit in the event that Delaire proceeds with the January 2016 vote on the Amended Golf Course Enhancement Proposal. Please be aware that Delaire intends to proceed with a vote consistent with its long-standing voting practices, as ratified by the Court s November 16, 2015 Order Granting Defendant Delaire Country Club Inc. s Motion for Partial Summary Judgment as to Issues Concerning the Interpretation of the Defendant s By-Laws and Articles of Incorporation, and the December 8, 2016 entry of Partial Final Judgment on same. As you and your client are fully aware, the Court has confirmed what we have known all along that Delaire s Board of Governors has final interpretive authority over the By-laws and has correctly interpreted Delaire s voting procedures so that they do not require the use of a signature exemplar and prohibit the associate members from voting on the Proposal. We are more than satisfied with the Court s ruling and the detailed analysis contained therein, and are confident that your pending appeal has no merit. We suggest you review the Court s Order to familiarize yourself with all the reasons why Delaire s interpretation of the voting procedures is correct. The Order is very well written and carefully cited, and might clear up some of your confusion as to why your and your clients interpretation is completely wrong. As you also know, your clients actions have forced Delaire to incur substantial unbudgeted attorneys fees and costs defending itself and verifying that Delaire properly interpreted and applied its voting procedures to the original Proposal. Your clients inexcusable behavior in threatening, bringing, and maintaining this lawsuit has obstructed, stalled, and delayed the Proposal for the past year. This delay has unfairly interfered with the rights of all Delaire s members to use and enjoy the golf amenities, and has caused the cost of the Proposal to increase in excess of $200, These damages are ultimately felt by all members of the Delaire community, and were directly caused by your clients decision to file this misguided suit. As a result, and at the conclusion of this lawsuit, Delaire intends to pursue all available legal remedies MIAMI 100 S E Second Street, Suite 2600 Tel: Fax: FT. LAUDERDALE 1600 W Commercial Boulevard, Suite 201 Fort Lauderdale, Florida Tel: Fax: TAMPA 400 N Ashley Drive, Suite 1150 Tampa, Florida Tel: Fax: WEST PALM BEACH 824 U S Highway One, Suite 100 North Palm Beach, Florida Tel: Fax:

5 to recover both the attorneys fees and costs it has expended in defense of this suit, as well as the damages inflicted on Delaire and its members by your clients actions. A lawsuit for tortious interference, malicious prosecution, abuse of process, and breach of contract on behalf of the Delaire community will commence against the Breckers at the conclusion of this matter. Lastly, in light of your threat to commence new litigation concerning the same issues already resolved by the Court s Order, we caution you that we will uncompromisingly contest that lawsuit and seek to recover any additional attorneys fees, costs, and damages caused by such a misguided endeavor. Additionally, we will also hold you and your law firm accountable for filing a legal challenge based on a theory already expressly rejected by the Court. Please advise your client accordingly, and carefully consider your obligations under Florida Statutes to refrain from filing and maintaining frivolous legal claims. We wish you the best in reconsidering yours and your clients positions on this matter. Sincerely, MIAMI 100 S E Second Street, Suite 2600 Tel: Fax: FT. LAUDERDALE 1600 W Commercial Boulevard, Suite 201 Fort Lauderdale, Florida Tel: Fax: TAMPA 400 N Ashley Drive, Suite 1150 Tampa, Florida Tel: Fax: WEST PALM BEACH 824 U S Highway One, Suite 100 North Palm Beach, Florida Tel: Fax: