ANNA MARIA ISLAND – On Dec. 19, StayTerra Vacations filed a civil lawsuit against Jennifer Warren-Kaleta, AMI Premier Properties and 21 property-specific LLCs.
On that same day, StayTerra Vacations filed a similar civil lawsuit against Kiri Stewart, Magnolia Cottages LLC and 10 property-specific LLCs (as previously reported by The Sun).
The Warren-Kaleta and Stewart lawsuits contain similar allegations related to a $105 million business transaction StayTerra Vacations struck with Prime Business in 2024.
Filed with the 12th Judicial Circuit Court in Bradenton, the lawsuit complaint names StayTerra Vacations LLC, Prime Vacations LLC and GSP Prime Holdings LLC as plaintiffs.
The plaintiffs seek compensation for damages of not less than $9 million. The plaintiffs also seek a temporary restraining order and temporary and permanent injunctions that would prohibit the defendants from allegedly “continuing to engage in unfair and deceptive trade practices.”
The lawsuit names as defendants Jennifer Warren-Kaleta, AMI Premier Properties Inc. and 21 property-specific LLCs that include 91 Avenida Veneccia LLC, Palmetto Panama LLC, RE 106 9th LLC, 107 Maple Ave. LLC, 117 Palm Ave. LLC, 3605 Gulf Dr. LLC, 112 Palm Ave LLC, 107 Palm LLC, 3602 6th LLC, Island Savvy Ventures LLC, 209 65th LLC, 100 73rd LLC, 216 Palmetto Ave LLC, 305 Magnolia LLC, 9405 Gulf Drive LLC, 303 Pine LLC, 104 9th St. SK LLC, Gulf View Beach House LLC, 301 22nd LLC, 741 Jacaranda LLC and 307 Magnolia LLC.
According to the Florida Division of Corporations, Jennifer Warren-Kaleta is listed as the manager and registered agent for AMI Premier Properties Inc. She is also listed as the manager for 18 of the property-specific LLCs named as defendants.
Her ex-husband, Shawn Kaleta, is listed as the manager of three of the defendant LLCs: 104 9th St. SK LLC, 301 22nd LLC and 741 Jacaranda LLC.
According to Manatee County court records, the couple finalized their divorce on Nov. 4, 2021.
The Bradenton-based Najmy Thompson law firm is listed as the registered agent for 18 of the defendant LLCs and attorney Louis Najmy is listed as the registered agent for three of the defendant LLCs.
StayTerra is represented by the Sarasota-based Williams Parker Harrison Dietz & Getzen law firm and the New York City-based Paduano & Weintraub law firm.
The Warren-Kaleta case is assigned to Circuit Court Judge Stephen Mathew Whyte.
STAYTERRA STATEMENT
Shawn Kaleta is not named as a defendant in either of the Dec. 19 lawsuits, but he is mentioned in both lawsuits. He is also named specifically in a Jan. 29 statement Dan Gagnier, managing partner of New York City-based Gagnier Communications, emailed to The Sun on behalf of StayTerra.
“Following numerous attempts to resolve these matters in good faith, StayTerra and affiliated entities have filed claims to prevent Mr. Kaleta and his close family, friends, business associates and related entities from reneging on the benefit of the bargain that was struck when they acquired Mr. Kaleta’s vacation rental property management business in September 2024.
StayTerra and its affiliated entities remain focused on delivering superior service for their homeowners and guests each and every day,” Gagnier stated.
StayTerra Vacations previously filed a similar lawsuit in Delaware.
On Sept. 30, the StayTerra Vacations LLC vs. Kaleta lawsuit was filed with the Delaware Court of Chancery, according to the www.law.com website.
The lawsuit complaint appears to be sealed, but according to the www.law.com summary, StayTerra Vacations LLC, GSP Prime Holdings LLC and Prime Vacations LLC are listed as the plaintiffs in the Delaware lawsuit.
The defendants are listed as Shawn T. Kaleta, Tri Star Properties LLC, Tristar Pd LLC, Tristar Properties Acquisition Prime LLC, Tristar Seaside Tropic LLC, 1015 Fleming St LLC, 111 Cedar Ave LLC, 171 McKinley LLC, 791 Jacaranda LLC, Anna Maria Beach Resort LLC, Bali Hai JV LLC and Coconut Beach Resort LLC,
The Delaware case type is listed as “Commercial law: restrictive covenant, trade secret dispute.”
LOCAL LAWSUIT TIMELINE
On or around Sept. 18, 2024, Garnett Station Partners (GSP), through StayTerra, closed on a transaction with the founders, owners and certain other seller entities to acquire a majority stake in Prime Business. The founders and owners of the Prime Business are identified in the lawsuit complaint as Shawn T. Kaleta and Roman Eckert.
The rental management business is referred to in the complaint as Prime Business. The complaint states the founders managed 1,100 vacation rental properties at the time of the business transaction, including approximately 130 properties owned or controlled by the defendants.
“The founders and owners of the Prime Business recognized they needed liquidity for their real estate development business,” the complaint states.
Through an Equity Purchase Agreement (EPA), StayTerra acquired the equity interests and certain other companies comprising the Prime Business for a purchase price of approximately $105 million, with $70 million in cash and $35 million in rollover equity in GSP Prime Holdings, the parent company that owns StayTerra Vacations.
The complaint notes the GSP investment firm has more than $3.5 billion in assets under its management.
The six Kaleta/Eckert-affiliated companies involved in the 2024 transaction included AMI Locals, Anna Maria Island Accommodations, Anna Maria Vacations, Siesta Key Luxury Property Rentals, Lido Key Vacations and Tropical Sands Vacations.
According to the terms of the EPA, the owners/founders of Prime Business agreed they would not compete in any way, or recruit or solicit employees or service providers for a period of five years.
“As a condition to the closing of the transaction, the founders and owners of the Prime Business delivered a Master Property and Rental and Management Agreement (PMA),” the complaint notes.
The PMA agreement granted the plaintiffs the exclusive right to collect management fees for the properties for a minimum of seven years. The lawsuit alleges the properties were transferred to circumvent adherence to that agreement.
“Less than thirteen months after pocketing the consideration comprised of approximately $105 million of cash and rollover equity, the defendants embarked on a deliberate, bad faith scheme to eviscerate the benefit of the bargain plaintiffs struck by facilitating purported transfers of the founders’ membership interest in the defendant seller-JK Property Companies that owns the Seller-JK Properties that are subject to the master PMA to defendant AMI Premier, which is ostensibly owned and controlled by defendant Warren-Kaleta,” the complaint alleges.
The complaint alleges that in each of the transfer agreements, the founders and owners of the Prime Business, “falsely represented they had the full power to transfer their interests in the Seller-JK Property Companies subject to the master PMA without obtaining the consent or approval of any other person.”
Following the transfer agreements, the defendants claimed JK Properties is no longer subject to the master PMA, according to the lawsuit complaint.
On Oct. 7, 2025, Warren-Kaleta and AMI Premier Properties received a cease-and-desist letter from the plaintiffs.
“They were undeterred by that letter and have continued to actively engage in their scheme,” the complaint alleges.
As of Monday, Feb. 2, the defendants had not filed an initial response to the lawsuit.
As of Monday, Feb. 2, Warren-Kaleta and Najmy had not responded to the Sun’s request for their comments on the lawsuit.
