BizImage Marketing, LLC v. Caya Health / Moore Medical Group
CAYAIH Integrated Health Inc.
Chronology of Events
Drag the slider or click any marker to explore the timeline. Each event includes documents, quotes, and legal significance.
Service agreement executed between BizImage Marketing, LLC and Caya Health for digital marketing, SEO, website hosting/management, and related services. Monthly rate established at approximately $2,637.88.
Agreement includes a 12-month auto-renewal structure requiring 60-day certified written notice for termination (Section 4). This provision becomes central to the dispute.
Case Strengths — BizImage Marketing
Written Executed Agreement
The March 8, 2022 service agreement is a fully executed written contract with clear terms, pricing, and termination requirements under Florida law.
Clear Written Rejection of Amendments
BizImage expressly rejected Caya's August 2025 addendum in writing — particularly the termination-for-convenience language. No ambiguity exists.
Extensive Course-of-Performance
Over three years of continuous service delivery — website hosting on AWS, SEO management, marketing infrastructure, content creation — all documented.
Repeated Payment Authorizations by Caya's CFO
Walter Murray (CFO) personally confirmed BizImage as an approved vendor, authorized ACH debits, and provided updated banking information as late as December 5, 2025.
Continued Service Delivery
BizImage maintained uninterrupted delivery of all contracted services throughout the dispute period, fulfilling every obligation under the agreement.
No Formal Termination per Section 4
The agreement requires 60-day certified written notice for termination. Caya Health never provided such notice. No informal communication satisfies this requirement.
Why the Addendum Could Not Be Accepted
No valid amendment was ever executed. Original terms — including the $2,637.88 monthly rate — remain in full effect.
Sentiment Trajectory Over Time
Tracking the evolution of the parties' relationship from collaborative partnership to hostile dispute.
Collaborative partnership. BizImage performing all services. Caya satisfied with deliverables. Regular communication and professional relationship.
First friction: Caya's marketing director (Gavi Berman) requests website admin access. BizImage explains SEO management workflow. Sentiment shifts from collaborative to demanding.
Continued performance with some underlying tensions. Services delivered without interruption. Payment continues on schedule.
Amendment negotiations begin. Walter Murray requests AWS credentials. Caya proposes reducing fees, modifying terms. Positions diverging but dialogue continues.
Addendum rejected by BizImage. Positions hardening. Caya attempts to force new terms unilaterally. "Not your client" assertions emerge after ownership change.
Ownership change to Dr. Robert Watkins. Walter Murray remains as CFO. Despite providing updated banking info on December 5, Murray claims zero balance on December 31.
Walter Murray sends aggressive demand letter accusing BizImage of "theft" and "unauthorized debit." Demands 24-hour reversal. Hostile language. Complete breakdown of professional relationship.
Payment & Authorization Evidence
Documented authorizations by Caya's own CFO Walter Murray that directly undermine claims of "unauthorized" activity.
Confirmed BizImage as Approved Vendor
April–May 2025: Walter Murray's emails explicitly confirm BizImage Marketing as an approved vendor of Caya Health, establishing ongoing authorization of the business relationship.
Bank Erroneously Flagged Charges
Caya's bank erroneously flagged BizImage charges. Walter Murray acknowledged the error and took direct action to resolve it — not the behavior of someone disputing authorized charges.
Authorized Resubmission of ACH Debits
Walter Murray explicitly authorized BizImage to resubmit ACH debits after the bank flagging incident. This is an affirmative, documented authorization of the payment arrangement.
Provided Banking Information Directly
Murray provided banking information directly to BizImage to facilitate continued ACH debits — a deliberate act that demonstrates knowing authorization.
December 5, 2025 — Updated Banking Information
Just 33 days before accusing BizImage of "theft," Walter Murray provided updated banking information for continued ACH debits. This is devastating to any claim of unauthorized access.
These documented authorizations materially undermine ALL claims of "unauthorized" activity by BizImage Marketing.
Florida Law & Best Practices
Contract Validity — Statute of Frauds
Written agreements are enforceable under Florida's Statute of Frauds. The March 8, 2022 agreement is a fully executed written contract.
Modifications Require Both Parties
Under Florida law, both parties must agree to changes. One party cannot unilaterally modify contract terms — the addendum was rejected and therefore void.
Course of Performance Evidence
Over three years of continuous performance by both parties constitutes powerful course-of-performance evidence supporting the existence and terms of the contract.
Continued Performance = Acceptance
Caya's continued acceptance of BizImage's services, combined with ongoing payment, constitutes acceptance of the contract terms under Florida law.
Buyer Assumes Existing Contracts
In M&A transactions, the buyer steps into existing vendor contracts. Dr. Watkins' acquisition of Caya Health does not nullify the BizImage agreement.
Internal Disagreement ≠ Nullification
Internal disputes within Caya Health — between old and new ownership — do not nullify valid third-party agreements with service providers.
Revocation ≠ Debt Erasure
Revoking payment authority does not erase the underlying debt obligation. Caya remains liable for services rendered under the agreement.
Breach, Quantum Meruit, Account Stated
BizImage's claims include breach of contract, quantum meruit/unjust enrichment for services rendered, and account stated based on documented payment history.
5-Year Statute of Limitations
Written contracts carry a 5-year statute of limitations in Florida. All claims arising from the March 2022 agreement are well within this period.
Attorney Fee Reciprocity
Florida's attorney fee reciprocity statute ensures that if the contract provides for attorney fees to one party, both parties may recover fees — strengthening BizImage's position.
Weaknesses in Caya Health's Position
Walter Murray's January 7, 2026 demand letter contains multiple claims that are directly contradicted by documented evidence.
Directly contradicted by years of acknowledgment, amendment negotiations (which presuppose an existing contract), and continuous payment. You cannot negotiate amendments to a contract that doesn't exist.
Contradicted by Walter Murray's own December 5, 2025 banking information update — provided just 33 days before the "theft" accusation. Updated banking credentials are an affirmative authorization.
This claim is based on the August 2025 agreement rate of $1,987.88 — but that agreement was never executed. BizImage expressly rejected the addendum. The original agreement rate of $2,637.88 applies. The amount debited was exactly correct.
Materially undermined by documented payment authorizations spanning April 2025 through December 2025. Charging "theft" for debiting an amount explicitly authorized by the CFO, to banking credentials the CFO personally provided, lacks factual foundation.
⚠ Internal Logical Inconsistency
Caya Health argues simultaneously that (1) no contract exists and (2) the amount exceeded "contract limits." These positions are mutually exclusive. If no contract exists, there can be no contract limits to exceed. If contract limits apply, a contract necessarily exists. They cannot have it both ways.
Negotiating in the Shadow of a Sale
A careful review of the email record reveals a troubling pattern: Walter Murray was simultaneously negotiating contract amendments with BizImage while preparing Caya Health for sale to Dr. Watkins — without disclosing the pending acquisition to BizImage at any point.
The Timeline Tells the Story
Walter requests AWS server access — framed as "tightening up internal documentation." In hindsight, this reads as due diligence preparation for a buyer, not routine record-keeping.
Walter pushes for contract amendments including: termination-for-convenience language, removal of auto-renewal, domain/DNS transfer to Caya, and fee reductions. Every one of these changes would make the business easier to sell and BizImage easier to discard post-acquisition.
"Caya-Agreement Meeting" held via GoToMeeting — Walter and Mike Spahr participate. BizImage negotiates in good faith, unaware that the real purpose of these changes may be to prepare for a transfer of ownership.
Caya submits addendum with termination-for-convenience. BizImage rejects it. Walter continues paying at the disputed rate. At no point during months of back-and-forth negotiations does Walter disclose that Caya Health is being marketed for sale or that acquisition discussions are underway.
Caya Health sold to Dr. Robert Watkins III. BizImage learns of the ownership change only after the fact. They were never consulted, never asked to consent to assignment, never given the opportunity to protect their interests in the transaction.
Walter provides NEW banking details for CAYAIH — the very entity he will later claim has no relationship with BizImage. Why provide new ACH details for a company that supposedly has no vendor contract?
Walter accuses BizImage of "theft" and "unauthorized debit" — for debiting the very account he provided 33 days earlier. The transformation from cooperative CFO to adversarial accuser is complete.
The Amendments Now Read as Acquisition Preparation
In isolation, each amendment Walter proposed in July–August 2025 could appear to be a routine business request. Viewed in context of the November 2025 sale, a different picture emerges:
Allows the new buyer to walk away from BizImage immediately after closing — no 60-day notice, no penalty, no obligation.
Ensures the contract naturally expires rather than auto-renewing — eliminating a vendor obligation that would need to be disclosed to the buyer in due diligence.
Secures the digital assets in Caya's hands before the sale — making the business more attractive to a buyer and eliminating BizImage's leverage.
Lowers the vendor cost on the books — improving the financial picture presented to a prospective buyer during due diligence.
Every Florida Contract Carries an Implied Duty of Good Faith & Fair Dealing
Under Florida law, every contract includes an implied covenant of good faith and fair dealing. This covenant requires that neither party take actions to impair the other party's rights under the contract or deprive the other party of the benefit of the agreement.
Application: Negotiating contract amendments designed to strip BizImage of its protections — while concealing that the real purpose was to prepare for a sale — arguably violates the implied covenant of good faith. BizImage was negotiating under the assumption it had a continuing client relationship. Walter knew that relationship was about to end and used the amendment process to weaken BizImage's position before the exit.
Questions the Mediator Should Consider
When did acquisition discussions with Dr. Watkins begin? If they were underway in July–August 2025 while Walter was negotiating amendments with BizImage, then:
Was BizImage entitled to know that a sale was pending — especially when being asked to give up termination protections and domain control? Would BizImage have agreed to any of the proposed amendments had it known the business was about to change hands? Does the pattern of conduct — seeking termination flexibility, domain control, and fee reductions immediately before a sale — suggest the amendments were negotiated for the buyer's benefit, not the existing business relationship?
Selective Filing with the Sanford Court
A critical issue the mediator must address
When Walter Murray filed his claim in the Sanford small claims court, he attached Caya_Health_Contract_Aug_2025.pdf — the August 2025 revised agreement showing the $1,987.88 monthly rate in Section 8. He presented this as the governing contract between the parties.
What he did not submit to the court tells the real story:
BizImage's written rejection of the August 2025 addendum — the document that proves no new contract was ever formed
The original March 8, 2022 agreement — the executed contract that both parties acknowledged for three years
The email chain showing months of amendment negotiations, Walter's own acknowledgments of the 2022 agreement, and the 60-day termination requirement
Walter's own payment authorization emails from April–May 2025 confirming BizImage as an approved vendor
His December 5, 2025 email voluntarily providing CAYAIH banking details for continued ACH debits
The addendum itself that contained the termination-for-convenience language BizImage rejected — the very document that proves the August agreement was never finalized
The Mediator Should Ask:
1. Why was the August 2025 agreement submitted to the court without BizImage's signature? Can a party file an unsigned contract as the basis of a claim?
2. Why were BizImage's written rejection emails excluded from the filing? The court was presented with only half the story — the offer, but not the rejection.
3. Why was the original March 2022 executed agreement — the only fully signed contract between the parties — not presented to the court?
4. Why were Walter's own payment authorization emails omitted? These directly contradict the "unauthorized debit" narrative presented to the court.
5. Does this selective presentation of evidence to a court of law reflect the good faith obligation that Florida imposes on all litigants?
The complete email record — which BizImage has preserved and can produce in full — tells a fundamentally different story than the selective documents filed with the Sanford court. We respectfully ask that the mediator review the full record, not just the portion Walter chose to present.
Caya's Own Position Creates Massive Liability
Even accepting Caya Health's own theory of the case — that the August 2025 amended agreement is valid — the financial math devastates their position.
The Trap in Caya's Argument
Caya claims the August 1, 2025 amended agreement at $1,987.88/month is binding and supersedes the original. If that is true, then it is a new 12-month agreement — carrying a full 12-month commitment that Caya breached after only 4 months of payment.
Under either party's theory, Caya owes a substantial balance. They cannot escape liability regardless of which contract controls.
12-Month Commitment at $1,987.88/mo
Full Services at $2,637.88/mo
The Delta Argument
BizImage continued delivering the full $2,637.88/month suite of services throughout the disputed period — SEO, website hosting, marketing infrastructure, and related systems remained fully operational. No services were actually removed or reduced.
Even if Caya's amended rate of $1,987.88 were accepted, the $650.00 monthly delta represents real services BizImage continued to deliver beyond the reduced scope. Over 12 months, that is $7,800.00 in additional value that Caya received but did not pay for.
Combined with the 8 unpaid months under their own agreement theory, Caya's total exposure under their own position exceeds $20,000.
The Inescapable Conclusion
Regardless of which agreement controls, Caya Health owes a substantial balance to BizImage. Under their own theory, they breached a 12-month commitment after 4 months. Under BizImage's theory, the original rate never changed and full services were delivered. There is no version of the facts where Caya owes nothing.
Florida Case Law & Statutory Authority
Montgomery v. English, 902 So.2d 836 (Fla. 5th DCA 2005)
Florida's Fifth District Court of Appeal held: "Florida employs the 'mirror image rule' with respect to contracts. Under this rule, in order for a contract to be formed, an acceptance of an offer must be absolute, unconditional, and identical with the terms of the offer."
Application: Caya's addendum containing termination-for-convenience language was not identical to BizImage's terms. BizImage rejected it. Under Montgomery, no new contract was formed — the original March 8, 2022 agreement remained in full force.
Professional Insurance Corp. v. Cahill, 90 So.2d 916 (Fla. 1956)
The Florida Supreme Court established the controlling precedent: "A written contract or agreement may be altered or modified by an oral agreement if the latter has been accepted and acted upon by the parties in such manner as would work a fraud on either party to refuse to enforce it."
Application: Caya's proposed modification was never "accepted and acted upon" by BizImage. BizImage expressly rejected it in writing. Under Cahill, the written modification failed because mutual assent was absent. The original agreement with its $2,637.88 rate controls.
Fla. Stat. § 672.207 — Additional Terms in Acceptance or Confirmation
Florida's UCC provision states additional terms in acceptance are merely "proposals for addition to the contract" and do NOT become part of the contract if: (a) the offer expressly limits acceptance to its terms; (b) they materially alter it; or (c) notification of objection is given within a reasonable time.
Application: Caya's addendum contained termination-for-convenience language — a material alteration. BizImage gave timely written objection. Under § 672.207, the additional terms never became part of any contract.
Agritrade, LP v. Quercia, 253 So.3d 28 (Fla. 3d DCA 2017)
Florida's Third District established: Unjust enrichment requires proof that "(1) plaintiff has conferred a benefit on the defendant, who has knowledge thereof; (2) defendant voluntarily accepts and retains the benefit conferred; and (3) the circumstances are such that it would be inequitable for the defendant to retain the benefit without first paying the value thereof."
Application: Even if no contract existed (Caya's position), BizImage continued delivering website hosting, SEO, and marketing infrastructure that Caya knowingly used. Caya cannot deny the contract and simultaneously retain $7,800+ in services without payment.
Florida "Benefit of the Bargain" Rule — Breach Damages
Under Florida law, contract damages should place the non-breaching party in the position they would have occupied had the contract been fully performed. This includes the full remaining value of a fixed-term agreement breached early.
Application: Under Caya's own theory, the August 2025 agreement was a 12-month commitment. With only 4 months paid, the remaining 8 months at $1,987.88 = $15,903.04 owed under benefit-of-the-bargain principles. Under BizImage's theory, the balance is even higher.
Fla. Stat. § 672.610 — Anticipatory Repudiation
When a party unequivocally refuses to perform its contract obligations, the non-breaching party may treat the contract as breached immediately and pursue full damages — including the remaining contract balance.
Application: Caya's January 2026 demand letter stating "no contract exists" and "you are NOT authorized" constitutes anticipatory repudiation. BizImage may recover the full remaining contract value — whether calculated at $2,637.88 or $1,987.88 per month.
Florida Successor Liability Doctrine — De Facto Merger / Continuation
Under Florida law, a purchaser may be liable for the seller's existing vendor contracts where: (1) the buyer expressly or impliedly assumes obligations; (2) the transaction is a de facto merger; (3) the buyer is a mere continuation of the seller; or (4) the transaction was fraudulent.
Application: CAYAIH continued operating at the same location, with the same staff (Walter Murray as CFO), same website, same branding, and same phone numbers. This is textbook "continuation of the enterprise." The new entity cannot disclaim BizImage's contract while continuing to benefit from BizImage's services.
Fla. Stat. § 95.11(2)(b) & Fla. Stat. § 57.105(7)
Written contract claims in Florida carry a 5-year statute of limitations. Florida's attorney fee reciprocity statute ensures that if the contract provides fees to one party, both parties may recover fees.
Application: All claims arising from the March 2022 agreement are well within the 5-year window. If the contract includes a fee provision, BizImage can recover attorney fees under § 57.105(7) — adding significant financial exposure for Caya beyond the contract balance itself.
The "Assets-Only" Acquisition Defense Under Florida Law
Caya/CAYAIH may argue the November 2025 acquisition was "assets only" and therefore CAYAIH has no obligation to honor BizImage's vendor contract. Florida law and established precedent say otherwise.
Below is a comprehensive analysis of Florida's successor liability doctrine, the exceptions that apply here, and the specific facts that make the "assets-only" defense untenable in this case.
The General Rule
Under Florida law, the general rule is that a purchaser of assets is not liable for the debts and liabilities of the seller unless the purchaser expressly or impliedly agrees to assume them.
However, this general rule has four well-established exceptions recognized by the Florida Supreme Court that can impose liability on the purchaser regardless of how the deal was structured.
Bernard v. Kee Manufacturing Co., 409 So.2d 1047 (Fla. 1982)
The Florida Supreme Court established the definitive test. A purchaser of assets IS liable for the seller's obligations when any of these four exceptions apply:
The successor expressly or impliedly assumes the obligations of the predecessor
The transaction is a de facto merger or consolidation
The successor is a mere continuation of the predecessor
The transaction was a fraudulent effort to avoid liabilities of the predecessor
Key holding: In Bernard, the Florida Supreme Court found NO liability only because (1) there was a complete change in ownership with no continuity, (2) the sale was for cash with no stock exchange, (3) there was no suggestion of fraud, and (4) the predecessor remained available to satisfy claims. The facts here are materially different.
The Six-Factor Test Applied to CAYAIH
Courts apply six factors to determine whether a "continuation of enterprise" exists. The plaintiff need not establish every factor — courts look to substance over form. (See Call Center Techs. v. Grand Adventures Tour & Travel, 635 F.3d 48 (2d Cir. 2011), applying these factors to a breach of contract successor liability claim.)
MET. Walter Murray remained as CFO of CAYAIH — the same person who managed the BizImage vendor relationship, negotiated amendments, and authorized ACH payments throughout.
MET. Crystal Vargas (Operations), and other staff continued in their roles at CAYAIH. The operational team remained substantially the same.
MET. CAYAIH continued operating at the same Lake Mary, Florida address. Same office, same phone numbers (407-559-7011).
MET. CAYAIH acquired and continued using the Caya Health website (hosted by BizImage), domain name, customer lists, phone numbers, and branding — the very "digital assets" Dr. Watkins later claimed as his own.
MET. CAYAIH continued operating the identical healthcare services business — primary care, behavioral health, weight loss — with no meaningful break in service. Patients were not disrupted.
ARGUABLE. CAYAIH Integrated Health Inc. was formed specifically to acquire Caya Health's business. Whether this was structured to avoid vendor obligations is a question for the mediator.
Call Center Techs. v. Grand Adventures Tour & Travel, 635 F.3d 48 (2d Cir. 2011); 2014 U.S. Dist. LEXIS 29057 (D. Conn. 2014)
In this landmark case, the acquirer purchased all of the seller's assets through a foreclosure sale. The acquirer then operated the same business, at the same location, with mostly the same employees and management. A vendor brought a breach of contract claim against both the seller and the acquirer as successor.
The court held: "Assets" included office equipment, contracts with vendors, customer lists, phone numbers, and websites. The acquirer was liable for the pre-acquisition breach of contract because all six continuity factors were satisfied.
Application: The facts in Call Center Techs are nearly identical to CAYAIH's acquisition. Same business operations, same location, same management (Murray), same phone numbers, same website, same vendor contracts (including BizImage). The court's finding that websites and vendor contracts are "assets" that trigger successor liability is directly applicable.
Florida Business Best Practices — What CAYAIH Should Have Done
Florida business acquisition best practices, as outlined by the Florida Bar and M&A practitioners, require buyers to:
Conduct due diligence on all active vendor contracts before closing. CAYAIH should have identified BizImage's agreement during due diligence and addressed it in the purchase agreement.
Obtain assignment or consent from vendors for contracts the buyer intends to assume. BizImage was never notified of the acquisition or asked to consent to assignment.
Properly terminate vendor contracts per their terms before or at closing. The March 2022 agreement required 60-day certified written notice. None was provided.
Settle outstanding vendor obligations at or before closing. Florida's Uniform Fraudulent Transfer Act (Chapter 726) protects creditors when assets are transferred with intent to hinder or defraud.
Clearly announce the change in ownership to all vendors and stakeholders. Florida M&A best practices emphasize updating websites, notifying service providers, and documenting the separation of entities.
CAYAIH failed on every count. Instead, they continued using BizImage's services, provided new banking details for continued payment, and only claimed "no contract" after benefiting from months of uninterrupted service.
Statutory Framework Protecting Vendor Rights in Acquisitions
Protects creditors (including vendors) when assets are transferred to hinder, delay, or defraud. If the acquisition left the seller unable to satisfy BizImage's claims while the buyer continued benefiting from BizImage's services, this statute may apply.
Governs how mergers and acquisitions transfer liabilities. When a merger or de facto merger occurs, the surviving entity assumes all obligations of the constituent corporations.
In bulk asset transfers, perfected security interests and vendor liens travel with the assets. BizImage's contractual lien on the website and digital marketing infrastructure it created survives the transfer.
The "Assets-Only" Defense Fails Here
Whether the acquisition was structured as an asset purchase or stock purchase, the undisputed facts show CAYAIH satisfies at least 5 of the 6 continuation-of-enterprise factors. Under Bernard v. Kee, this triggers successor liability. Under Call Center Techs., vendor breach of contract claims survive asset purchases when the acquirer continues the same business. CAYAIH cannot use the acquisition structure as a shield against vendor obligations it continued to benefit from.
CAYAIH Is Using BizImage's Original Website Copy
An analysis of the new CAYAIH website (cayaih.com) compared against the Wayback Machine archive of the original BizImage-built website (cayahealth.com, December 16, 2024 snapshot) reveals that CAYAIH is using BizImage's copyrighted content without authorization.
Verbatim Copy Identified
The following paragraph appears word-for-word identical on both the current cayaih.com and the BizImage-built cayahealth.com:
"Caya Health is a compassionate family of healthcare experts dedicated to giving you the care and help you need to achieve your life and health goals. Our expert teams come from many specialties to work together with one purpose: to help you feel better and manage your symptoms. Our services include family medicine, psychiatry, and counseling."
This marketing copy was written by BizImage Marketing as part of the contracted services. It is BizImage's copyrighted work product.
Tagline: "CAYA HEALTH | COME AS YOU ARE"
Mission: "Empowering people to a greater quality of life through holistic integrated healthcare"
Services: Family Medicine, Psychiatry, Counseling, Weight Loss, TMS Therapy, Spravato®
Design: Navy hero, Caya tree logo, core values section, provider bios
Footer: "© 2024 All Rights Reserved | Bizimage Marketing"
Banner: "UNDER NEW MANAGEMENT"
Who We Are: IDENTICAL to BizImage original
Services: Family Medicine, Behavioral Health, Therapy, Weight Loss, Spravato
Design: Same logo, same hero image, same brand colors, simplified layout
Footer: "© 2026 Cayaih Integrated Health" — BizImage credit removed
Additional Elements Carried Over Without Authorization
407-559-7011 — configured and managed by BizImage
1355 S International Pkwy, Unit 1481, Lake Mary, FL 32746
Caya Health tree logo — created as part of BizImage's brand work
Facebook (CAYAhealth), Instagram (cayahealth), LinkedIn (caya-health)
Doctor with patient and child — same stock image selected by BizImage
ZocDoc integration — configured during BizImage's management
Wayback Machine Timeline
August 2020 – October 2025: cayahealth.com active and archived (83 snapshots). Footer credited "Bizimage Marketing."
December 16, 2024: Last confirmed Wayback snapshot of the full BizImage-built site with original content.
November 10, 2025: Caya Health sold to Dr. Watkins. CAYAIH Integrated Health Inc. formed.
Late 2025 – Early 2026: cayaih.com launched. Copyright shows "© 2026 Cayaih Integrated Health Incorporated."
BizImage's "Bizimage Marketing" footer credit was removed. The verbatim "Who We Are" copy was retained.
Why This Matters at Mediation
BizImage's February 5, 2026 Final Demand explicitly stated: "Website design/codebase is BizImage copyrighted property; no copying allowed."
CAYAIH launched a new website on a new domain using BizImage's copyrighted marketing copy verbatim, BizImage's logo design, BizImage's selected imagery, and BizImage's configured integrations — while simultaneously claiming "no contract" and refusing to pay for the very services that produced this content. The Wayback Machine archive at web.archive.org preserves the BizImage-credited original as permanent evidence.
Document Reference Index
Complete index of all referenced documents. Click any item to expand details.
All 17 referenced documents with clickable table of contents. Print-ready for the mediator.
182 pages of client-vendor correspondence between BizImage (Angela & John Maher) and Caya Health (Walter Murray, Gavi Berman, Dr. Watkins). Attorney-privileged communications excluded between BizImage and Caya Health (2023–2026). Print-ready.
Toward Resolution: A Mediator's Framework
The following analysis reflects what a reasonable, experienced Florida mediator would likely assess after reviewing the complete record, and the resolution framework both parties should be prepared to discuss on Tuesday.
What the Mediator Will See
An experienced mediator reviewing this record will observe a business relationship that functioned well for over three years, deteriorated following an ownership change, and was never properly unwound. The mediator will note:
BizImage has a documented contract, performance history, and payment authorizations. Their legal position is strong on paper. The original agreement was never properly terminated.
Caya's positions are internally inconsistent. Claiming simultaneously that no contract exists while arguing the contract rate was exceeded; providing new banking details for ACH debits 33 days before calling those debits "unauthorized"; acknowledging the agreement for years then denying its existence after an ownership change.
Neither party benefits from prolonged litigation. The amounts in dispute do not justify the cost. A trial would likely cost each side $25,000–$50,000 in legal fees alone — dwarfing the underlying balance.
The real problem is the transition, not the principle. Caya needs its website and digital operations. BizImage deserves compensation for services delivered. Both parties need a clean exit.
Realistic Settlement Range
Requires significant concessions from BizImage. Possible only if BizImage prioritizes speed of resolution over full recovery. Reflects a deep litigation-risk discount.
Reflects the strength of BizImage's documented position tempered by the reality that Caya will fight collection. This range accounts for the contract balance, services rendered, and a reasonable discount for certainty.
Supported by the full contract balance, delta argument, and successor liability exposure. Achievable if Caya recognizes the weakness of their position and the cost of litigation.
Recommended Non-Monetary Terms
An experienced mediator will push for a comprehensive settlement that addresses both money and the operational transition. The following non-monetary terms protect both parties:
30-day handoff period. BizImage transfers domain registration and DNS records. Caya assumes hosting responsibility. Technical cooperation during transition.
Full and final release by both parties of all claims, counterclaims, and causes of action arising from the business relationship.
BizImage retains copyright on original website design and codebase. Caya receives a perpetual license to the website content and design as-is, or builds a new site.
Neither party will make negative public statements about the other. Critical for both BizImage's BBB A+ reputation and Caya's healthcare practice.
Terms of the settlement remain confidential. Neither party discloses the amount or terms to third parties except as required by law or professional advisors.
Standard mediation term. The settlement is a compromise and does not constitute an admission of wrongdoing or liability by either party.
Settlement payable via wire transfer within 14 days of execution. Domain transfer initiated within 5 business days of payment receipt. Structured payments acceptable if secured.
Each side absorbs its own attorney fees and costs incurred through the date of settlement. This is standard in mediated resolutions and incentivizes early agreement.
Why Settlement Serves Both Parties
Certainty over risk. Even with a strong case, collection after judgment adds months and cost. A mediator's settlement delivers cash in hand within weeks.
Clean break. No ongoing relationship management, no hosting liability, no exposure to claims about website downtime or data.
Reputation protection. BizImage's A+ BBB rating and professional standing remain intact. Public litigation with a healthcare client carries reputational risk regardless of outcome.
Avoid successor liability precedent. A trial risks a published ruling that CAYAIH is liable for Caya Health's vendor obligations — which could invite other creditor claims.
Recover digital operations. Caya currently has no control over its own website, domain, or DNS. Settlement is the fastest path to operational independence.
Stop the bleeding. Litigation costs will quickly exceed any settlement amount. Every month of dispute is a month Caya operates without full control of its digital presence.
BizImage's Position at Mediation
BizImage Marketing enters this mediation in a position of strength — with a documented agreement, years of performance, written payment authorizations, and Florida law firmly supporting the enforceability of the original contract.
BizImage seeks fair compensation for services rendered and a professional, orderly transition. BizImage is prepared to resolve this matter today if Caya approaches the table in good faith.
Respectfully submitted for mediation consideration
BizImage Marketing, LLC • John & Angela Maher
Represented by Jason T. Gaskill, Esq. • Gaskill Law Firm, Sarasota, FL
Tuesday, March 31, 2026