SETTLEMENT AGREEMENT

Plaintiff Office of the Attorney General, Department of Legal Affairs, State

of Florida (the "Department" or "Plaintiff'), and Defendants Pan Amigo, Inc.

("Pan Amigo") and Mary Diorio ("Diorio''), enter into this Settlement Agreement

for the purpose of resolving all issues pertaining to the present cause.

RECITALS

WHEREAS, Plaintiff initiated an investigation into the business acts and

practices of certain persons and entities, including the Defendant, and subsequently

filed a complaint against the Defendants alleged Unfair and Deceptive Trade

Practices pursuant to Florida Statutes Chapter 501, Part II. A true and correct copy

of the Complaint is provided as Exhibit A hereto.

WHEREAS, Defendant Pan Amigo is a now-dissolved Florida corporation

that had a principal place of business at 19204 W. Lake Drive, Miami, Florida

33015.

WHEREAS, Defendant Mary Diorio is a Florida resident residing in Miami­

Dade County, Florida. · .

WHEREAS, the parties to this action consider this a fair and equitable

resolution to the current action;

WHEREAS, the Defendants enter into this Settlement Agreement without

any admission either of guilt or that the Defendants have violated the law.

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THEREFORE, it is hereby agreed as follows:

I. INJUNCTIVE PROVlSlONS

1. The Defendants and their representatives, agents, employees,

successors, assigns or any other person who acts under, by, through, or on behalf

of any of the Defendants, directly or indirectly, or through any corporate or other

device,:

a. Shall not engage in acts or practices that violate the Florida

Deceptive and Unfair Trade Practices Act~ Chapter 501, Part II,

Florida Statutes;

b. Shall ensure that any payment and I or deposit paid by a

consumer to Defendants to reserve participation in a Pan

American reunion is used for the events and purposes stated by

the Defendants in any advertisement for the reunion and I or

any communication made by the Defendants directly to the

consumer; and

c. Shall provide refunds to consumers for any reunion or event

that is cancelled.

II. STIPULATED PAYMENTS

2. Defendants shall pay a total of$7,848.00 for consumer restitution.

3. To date, Defendants have paid $4,925.00 towards the consumer

restitution amount in paragraph III.2.

4. The remaining balance of $2923.00 shall be suspended premised on

the financial representations made by the Defendant Mary Diorio in her sworn

affidavit provided to the Department.

5. The remaining balance shall become due immediately if the

Department determines that Defendants made any material misstatement or

omission in the financial representations submitted to the Department identified

above.

ID. BUSINESS RECORDS

6. Any personal or financial information provided by or relating to

consumers in the custody or possession of Defendants shall be securely stored in

such a manner as to reasonably protect against inadvertent disclosure of consumer

information.

7. Plaintiff and Defendants agree to retain documents and other

information, in their respective possession, reasonably sufficient to establish

compliance with the provisions of this Settlement Agreement for two (2) years

from the Effective Date of this Settlement Agreement, and shall make such books

and records available to the Department within twenty (20) days of any reasonable

written request.

IV. FUTURE VIOLATIONS

8. It is hereby agreed by the parties that any failure to comply with the

terms and conditions of this Settlement Agreement is, by statute, prima facie

evidence of a violation of Chapter 501, Part II, Florida Statutes, and shall subject

the Defendants to civil penalties, as well as all applicable attorneys' fees and costs.

the event of a breach of the terms of this Settlement Agreement, the Defendants

may be subject to any and all enforcement mechanisms otherwise available to the

Office of the Attorney General and/or State of Florida had this Settlement

Agreement never been executed. Notwithstanding anything to the contrary,

Defendants will have the right to challenge the facts underlying any such alleged

breach of this Settlement Agreement and to present evidence in rebuttal of the

Department's prima facie case in a court of law.

9. If the Department believes that a breach of this Settlement Agreement

has occurred, the Department shall give written notice to the Defendants of the

specific alleged breach. The Defendants shall have twenty (20) days from the date

of the notice to cure the asserted breach and to provide a response to the

Department to that effect. Alternatively, the Defendants shall provide to the

Department a response that shall include (a) a statement explaining why the s

Defendants believe the conduct at issue is or is not in compliance with the

Settlement Agreement; (b) an explanation of the facts and circumstances at issue in

the alleged breach; and, if applicable, ( c) a statement that the alleged breach cannot

be reasonably cured within twenty (20) days from the receipt of the notice, but a

detailed statement as to how the Defendants have begun to take corrective action to

cure the alleged breach and a sworn affidavit attesting that the Defendants are

pursuing such corrective action with reasonable and due diligence and proposing a

detailed and reasonable timetable for curing the alleged breach. The Department

agrees to refrain from filing an enforcement action with respect to enforcement or

compliance with this Settlement until the expiration of that twenty (20) day period.

I 0. Venue for any matter relating to or arising out of this Settlement

Agreement shall be in Leon County, Florida.

V. CLOSURE OF INVESTIGATION

13. Upon execution of this Settlement Agreement and provided the

Defendants are otherwise in compliance with the terms of this Settlement

Agreement, Plaintiff will submit the Joint Stipulation and Proposed Order for

Dismissal upon Settlement, attached hereto as Exhibit B. The Court shall retain

jurisdiction solely for the purpose of enforcing this Settlement Agreement. A copy

of this Settlement Agreement will be submitted to the Court in connection with

said motion. The Defendants shall provide any assistance or cooperation as may

be reasonably requested in connection with said motion. The Court shall retain

jurisdiction over this matter and over the Defendants for the purposes of

enforcement of any provision of this Settlement Agreement and for sanctions or

other punishment for any violation of this Settlement Agreement. Upon execution

of this Settlement Agreement, the Department agrees to close its investigation into

the activities of the Defendants (including Defendants' affiliates, owner(s),

managers, officers, directors, employees and representatives), and Defendants

(including Defendants' affiliates, owner(s), managers, officers, directors,

employees and representatives) shall be released from liability related to the

allegations which were raised or which could have been raised by the Department

in its Complaint (Exhibit A) for activities which occurred prior to the Effective

Date of this Settlement Agreement.

14. The parties agree that this Settlement Agreement has been entered into

in reliance upon the truthfulness of the information provided by the parties to each

other.

VII. EFFECTIVE DATE OF SETTLEMENT AGREEMENT

15. Provided that the Court signs the Order approving this Settlement

Agreement and closing the case, it is further agreed by the parties that the Effective

Date of this Settlement Agreement shall be the date of its execution and delivery

by all the parties, including each of the parties reflected by the signature lines

below. Acceptance by the Office of the Attorney General shall be established by

the signature of the Director of the Conswner Protection Division. The receipt by

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the Office of the Attorney General of any monies pursuant to the Settlement

Agreement does not constitute acceptance by the Office of the Attorney General,

and any monies received shall be returned to the Defendants if this Settlement

Agreement is not accepted and executed by the Director of the Consumer

Protection Division.

Vlll. NOTICE TO PARTIES

16. It is further agreed that facsimile copies of signatures and notary seals

may be accepted as original for the pmposes of establishing the existence of this

Settlement Agreement. It is :further agreed that future notice to any of the parties to

this Settlement Agreement may be made by notice sent certified mail to at the

addresses set forth below unless either party notifies the other by certified mail of

another address to which notices should be provided.

IX. CONSTRUCTION OF SETTLEMENT AGREEMENT

17. It is further agreed that the parties jointly participated in the

negotiation of the terms of this Settlement Agreement. No provision of this

Settlement Agreement shall be construed for, or against, any party, on the grounds

that one party had more control over establishing the terms of this Settlement

Agreement, than another. This Settlement Agreement may be signed in

counterparts, which together shall constitute one agreement.

J 8. Nothing in this Settlement Agreement shall be construed as a waiver

of any private rights of any person or release of any private rights, causes of action,

or remedies of any person against Defendants or any other person or entity unless

expressly stated herein.

19. Notwithstanding any other provision of this Settlement Agreement,

nothing herein shall be construed to impair, compromise or affect any right of any

government agency other than the Office of the Attorney General for the State of

F lorida.

20. This Settlement Agreement does not constitute a finding of law or fact

by any court or agency that Defendants (including Defendants' affiliates, owner(s),

managers, officers, directors, employees and representatives) have engaged in any

act or practice declared unlawful by any laws, rules or regulations of the State of

Florida, and neither party shall make any statement to the contrary. Defendants

and the Department are each prepared to enter into this Settlement Agreement

solely for the purpose of resolution and cooperation.

21. The Department and the Defendants represent and warrant to each

other that the Recitals are true. The Recitals are hereby incorporated into this

Settlement Agreement.

22. This Settlement Agreement represents the complete agreement

between the Department and Defendants (including Defendants' affiliates,

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owner(s), managers, officers, directors, employees and representatives). Any

amendment to this Settlement Agreement must be in writing and must be signed by

all of the parties.

In witness whereof, Defendants have caused this Settlement Agreement to

be executed in the county and state listed below, as of the date affixed thereon.

PAN AMIGO, INC.

"'0~SS::;~ Mary Diorio President, Pan Amigo 8004 NW 154th Street Miami Lakes, Florida 33016

elchard Lawson Director, Consumer Protection Division

i~ J4u Armistead Assistant Attorney General PL-01 The Capitol Tallahassee, Florida 32399

~ Date

9

EXHIBIT A

Filing# 25637821 E-Filed 04/02/2015 01 :48:25 PM

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT IN AND FOR LEON COUNTY, FLORIDA

OFFICE OF THE ATTORNEY GENERAL, STATE OF FLORIDA, DEPARTMENT OF LEGAL AFFAIRS

Plaintiff,

v.

PAN AMIGO, INC.; and

PATRICIA F. JACKSON, individually, and as Officer/Director of PAN AMIGO, Inc.; and

MARY DIORIO, individually, and as Officer/Director of PAN AMIGO, Inc.

Defendants.

COMPLAINT

Case No.: 2015 CA 000746

Plaintiff, State of Florida, Office of the Attorney General, Department of Legal Affairs,

("Attorney General"), sues Defendants PAN AMIGO, INC., ("Pan Amigo"), PATRICIA F.

JACKSON, and MARY DIORIO, (collectively "the Defendants"). The Defendants organized a

reunion event for forn1er employees of the now defunct Pan American Worldwide Airlines. The

former Pan Am employees and their families who attended lost thousands of dollars in deposit

money when the reunion was cancelled at the last minute due to the Defendants' unfair and

deceptive acts.

JURISDICTION AND VENUE

1. This is an action pursuant to Florida's Deceptive and Unfair Trade Practices Act,

Chapter 501, Part II, Florida Statutes ("the Act"). The action seeks statutory relief, including

Complaint - DLA v Pan Amigo, et al.

injunctive relief, consumer restitution, civil penalties, and attorney's fees and costs, pursuant to

the Act, against Defendants.

2. This Court has jurisdiction over the subject matter pursuant to the provisions of

the Act. The granting of civil penalties, including injunctive relief, consumer restitution, and

altomeys fees and costs is within the jurisdiction of the Circuit Court.

3. The violations alleged herein affect or occurred in multiple judicial circuits in

Florida. Accordingly, venue is proper in Leon County in the Second Judicial Circuit pursuant to

the provisions of the Act and Sections 47.011, Florida Statutes (2014).

4. All actions material to this Complaint have occurred within four years of filing of

this action.

5. All conditions precedent to this action have been performed or have occurred.

PLAINTIFF

6. Plaintiff is an "enforcing authority'' of Chapter 501, Part TI, Florida Statutes

(2014) and is authorized to bring this action and to seek injunctive and other statutory and civil

relief pursuant to that chapter.

7. Plaintiff conducted an investigation of the matters alleged herein and has

determined that this enforcement action serves the public interest, as required by Section

501.207(2), Florida Statutes (2014).

DEFENDANTS

8. Defendant, PAN AMIGO, INC., is a Florida corporation with its principal place

of business at 19204 W. Lake Drive, Miami, Florida 33015. PAN AMIGO publishes a

newsletter and organizes events for former employees of Pan American World Airways.

2 Complaint - DLA v Pan Amigo, et al.

9. Defendant PATRlCIA F. JACKSON, is a Florida resident currently residing in

Windermere, Florida. PATRlCIA F. JACKSON is an officer/director and registered agent of

PAN AMIGO, and exercises control over PAN AMIGO's business affairs.

10. Defendant MARY DIORIO, is a Florida resident currently residing in Miami

Lakes, Florida. MARY DIORIO is the president of PAN AMIGO. MARY DIORIO is the

daughter of PATRICIA F. JACKSON.

11. At all times material to this action, Defendants were engaged m trade or

commerce as defined in Section 501 .203(8), Florida Statutes (2014).

FACTUAL ALLEGATIONS

13. PAN AMIGO was founded as a means of connecting former employees and

families of Pan Am Worldwide Airways, which went out of business in 1991.

14. PAN AMIGO creates, publishes and distributes a newsletter six times a year that

is directed to Pan American alum, who pay an annual mailing cost to receive the newsletter.

15. PAN AMIGO also organizes reunions and events for former employees.

16. Jn 2014 PAN AMIGO organized a reunion called "Pan Am's Worldwide Family

Reunion" that was to be held on Long Island, New York from July 31, 2014 through August 3,

2014.

17. MARY DIORIO was in charge of organizing the reunion for PAN AMIGO.

18. MARY DIORIO promoted the event directly to PAN AMIGO's network of

former Pan Am employees as well as on the internet via its website

www.panamfamilyreunions.com1, and through social media on Facebook and Twitter.

19. According to one advertisement for the reunion, "the weekend will be full of

Speakers, Presentations, Parties, Tours, Receptions and so much more."

1 Site currently reads "Under Construction and Coming Soon." (last visited I :42 PM on March 30, 2015).

3 Complaint - DLA v Pan Amigo, et al.

20. Prospective guests of the reunion were informed by PAN AMIGO and MARY

DIORIO that a block of rooms had been reserved for reunion attendees at the Long Island

Marriott Hotel in Uniondale, New York.

21. The reunion's featured events included a tour and gala dinner at the Cradle of

Aviation Air Power Museum on August 2°d and a banquet breakfast on August Yd.

22. The costs per guest for each event schedule for the reunion was as follows:

Registration $50 Gala Dinner $125 Banquet Breakfast $35 Museum Tour $40.

23. PAN AMIGO required that guests pay deposits for the events in advance of the

reuruon.

24. 244 guests registered and paid deposits to PAN AMIGO ranging from $125 to

$750.

25. Guests traveled from all over the country to attend the reunion, and paid for their

own transportation and lodging at the Marriott.

26. When the guests arrived at the reunion, they learned for the first time that all of

the events were cancelled.

27. MARY DIORIO claimed the events were cancelled because of the lower-than-

expected number of registrants.

28. MARY DIORIO promised to meet with aggrieved reumon guests and

representatives of the Marriott in an attempt to resolve the issues surrounding the cancellations.

However, MARY DIORIO failed to show up for the meeting.

29. Subsequently, MARY DIORIO promised, via email, to refund the guests'

deposits, but has not refunded a single dollar.

4 Complaint - DLA v Pan Amigo, et al.

30. Upon information and belief, PAN AMIGO and MARY DIORIO knew that the

events were going to be cancelled in advance of the reunion, but did not inform any of the guests,

and continued to receive and cash the deposit money for their own benefit.

31. According to complaints received by the Attorney General, MARY DIORIO

asked numerous former Pan Am employees for loans supposedly to be used lo help pay her

parents' mortgage.

32. MARY DIORIO also continued collecting and cashing checks from former Pan

Am employees for the annual mailing fee, but the newsletter ceased being produced or

distributed.

33. Shortly after the reunion weekend, the Attorney General began rece1vmg

complaints from the aggrieved reunion guests.

34. The Attorney General reached out to PAN AMIGO and MARY DIORIO in an

attempt to resolve the consumer complaints, and provide restitution to the aggrieved reunion

guests.

35. These efforts, however, were unsuccessful, and the Attorney General brought this

action.

COUNT I VIOLATIONS OF THE FLORIDA DECEPTIVE AND UNFAIR TRADE PRACTICES

ACT, CHAPTER 501, PART II, FLORIDA STATUTES

36. The Attorney General incorporates and re-alleges paragraphs 1 through 35 above

as if fully set forth hereinafter.

37. Section 501.204(1) provides that "unfair or deceptive acts or practices in the

conduct of any trade or commerce are hereby declared unlawful." The provisions of the Act

shall be "construed liberally to promote the protection" of the "consuming public and legitimate

5 Complaint - DLA v Pan Amigo, et al.

business enterprises from those who engage in ... deceptive[] or unfair acts or practices in the

conduct of any trade or commerce." Fla. Stat§ 501.202 (2014).

38. Defendants were, at all times material to the allegations herein, engaged in "trade

or commerce' as defined by the Act. Fla. Stat. § 501.203 (2014). Defendants advertised,

solicited, provided, offered, or distributed, or offered by sale goods and services directed to

former employees of Pan Am Worldwide Airlines.

39. Defendants planned and advertised for the Long Island reunion knowing that the

scheduled events - the tour, gala dinner, and breakfast - would not be held. Still, the Defendants

received and deposited event deposits sent by reunion guests.

40. The Defendants' acts were deceptive. Even though the Defendants knew the

events were not actually going to take, they took money from the guests, and then waited until

the day the reunion events were to begin - after the guests had traveled to Long Island - to

inform the guests that they were cancelled. The guests relied on Defendants' statements that

their deposits secured their participation in the reunion events. The guests booked hotel rooms

and incurred travel expenses under the mistaken impression that they would participate in events

with their former co-workers. The Defendants failed to notify the guests that the reunion events

would not take place at all. Defendants' material omissions and deceptive statements regarding

the reunion events cost the guests thousands of dollars.

41. The Defendants' acts were unfair. By paying the deposits, the reunion guests

were essentially contracting with Defendants for goods and services related to the reunion. The

guests paid the deposits in return for participation in the reunion events, and the Defendants

deposited the guests' money. When the Defendants unilaterally.and deceptively cancelled all of

6 Complaint - DLA v Pan Amigo, et al.

the events, they breached each and every agreement it had entered into with the guests in

attendance. The guests received nothing in return for their deposits and were never refunded.

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for relief as follows:

42. That the Court adjudge and decree that Defendants have engaged in the conduct

complained of herein.

43. That the Court adjudge and decree that the conduct complained of in paragraphs

13 through 35 constitute deceptive and unfair trade practices in violation of the Florida

Deceptive and Unfair Trade Practices Act, Chapter 501, Part II, Florida Statutes (2014).

44. That the Court enjoins the Defendants from soliciting, planning, organizing, or

hosting events for former employees Pan American Worldwide Airways.

45. That the Court order Defendants to pay restitution to affected consumers in the

amount of$10,160.98.

46. That the Court award damages, civil penalties, attorney's fees, prejudgment

interest and costs to the Plaintiff for the prosecution of this violation pursuant to Section

501.2105, Florida Statutes (2014).

47. Award any such equitable or other relief pursuant to Section 501.207(3), Florida

Statutes; and

48. Award such other and further relief as the Court deems just and proper.

Complaint - DLA v Pan Amigo, et al.

Dated: April 2, 2015

PAMELA JO BONDI Attorney General

sf William B. Armistead WILLIAM B. ARMISTEAD

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Complaint - DLA v Pan Amigo, et al.

Fla. Bar No. 88535 Assistant Attorney General Consumer Protection Division Department of Legal Affairs Florida Office of the Attorney General Phone: 850-414-3805 Fax: 850-488-1259

8

EXHIBITB

IN THE CIRCUIT COURT OF THE SECOND JUDICIAL CIRCUIT IN AND FOR LEON COUNTY, FLORIDA

OFFICE OF THE ATTORNEY GENERAL, STATE OF FLORIDA, DEPARTMENT OF LEGAL AFFAIRS

Plaintiff,

v.

PAN AMIGO, INC.; and

MARY DIORIO, individually, and as Officer/Director of PAN AMIGO, Inc.

Defendants. I --------------- - --

Case No.: 2015-CA-746

JOINT MOTION FOR APPROVAL OF SETTLEMENT AGREEMENT

Plaintiff, Office of the Attorney General, Department of Legal Affairs, State

of Florida ("the Department" ), and Defendants, Pan Amigo, Inc. and Mary Diorio

jointly move this Court to approve the proposed Settlement Agreement (attached

hereto as Exhibit A), negotiated between the Department and Defendants.

WHEREAS, the Department commenced an investigation of Defendants '

business practices; and

WHEREAS, the Department and Defendants have reached an agreement to

resolve the underlying investigation; and

THEREFORE, the Department and Defendants request this Court approve

the Settlement Agreement.

Dated: January_, 2016

PAMELA JO BONDI Attorney General

WILLIAM B. ARMISTEAD Assistant Attorney General

IT IS SO ORDERED.

Date: ----------

2

Defendants Pan Amigo, Inc. and Maiy Diorio

John Goshgarian Attorney for Defendants

Circuit Court Judge