Regarding Atwell Suites, what laws are included in the definition of "Relevant Laws" that the licensee must not violate?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
aire, or acknowledgment in the License Agreement that is not permitted under the Interpretive Opinion is deleted in its entirety and shall have no force or effect.
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- This Amendment may be executed in counterparts, which together shall constitute one and the same instrument. Signatures via Conga Sign, DocuSign, .PDF file, facsimile, or other electronic format have the same force and effect as originals.
(Signature page follows)
| Balances relating to these leases are as follows (in thousands): | | | | | | |---|---|---|---|---|---| | | 2024 | 2023 | 2022 | | | | Undiscounted cash flows for sales-type sub-leases | $ 8,096 $ 6,405 | | | | $ - | | Interest income over the remaining lease term | (604) | (583) | | - | | | Net investment in lease | $ 7,492 | | $ 5,822 | | $ - | Maryland Amendment
Amendment To The Holiday Hospitality Franchising, LLC Atwell Suites License Agreement Pursuant To The Minnesota Franchise Act
Notwithstanding anything to the contrary set forth in the above License Agreement ("License") the following provisions shall supersede and apply to each License for an Atwell Suites Hotel issued in the State of Minnesota:
- The following language will appear at the end of paragraph 13.B of the License:
"Pursuant to Minn. State. Sec. 80C.21, this paragraph shall not in any way abrogate or reduce any rights of the Licensee as provided for in the Minnesota Statutes 1987, Chapter 80C, including, but not limited to, the right to submit matters to the jurisdiction of the courts of Minnesota.
Minnesota law provides licensees with certain termination and non-renewal rights. Minnesota Statutes, Section 80C.14 subdivisions 3, 4, and 5 require, except in certain specified cases, that a licensee be given 90 days' notice of termination (with 60 days to cure) and 180 days' notice for non-renewal of the License."
- Section 6 of the License is amended by adding the following language:
"The Minnesota Department of Commerce requires that IHG indemnify Minnesota licensees against liability to third parties resulting from claims by third parties that the Licensee's use of IHG's trademark infringes trademark rights of the third party. IHG does not indemnify against the consequences of Licensee's use of IHG's trademark except in accordance with the requirements of the License, and, as a condition to indemnification, Licensee must provide notice to IHG of any such claim within ten (10) days and tender the defense of the claim to IHG. If IHG accepts the tender of defense, IHG has the right to manage the defense of the claim including the right to compromise, settle or otherwise resolve the claim, and to determine whether to appeal a final determination of the claim."
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- Liquidated damages and termination penalty provisions are deleted from Licenses issued in the State of Minnesota.
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- In accordance with the provision under Federal Bankruptcy Law (11.U.S.C.A. Sec. 101 et seq.), paragraphs 11.C(1)(b) and (d) of the License shall be amended to include the following language: "Enforceability of this provision is a matter governed by Federal Bankruptcy Law and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."
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- Minn. Stat. §80C.21 and Minn. Rule 2860.4400J prohibit the franchisor from requiring litigation to be conducted outside Minnesota, requiring waiver of a jury trial, or requiring you to consent to liquidated damages, termination penalties or judgment notes. In addition, nothing in the disclosure document or agreement(s) can abrogate or reduce any of your rights as provided for in Minnesota Statutes, Chapter 80C, or your rights to any procedure, forum or remedies provided for by the laws of the jurisdiction.
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- No release language set forth in Section 13.I. of the License or anywhere else in the License Agreement will relieve IHG or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of Minnesota.
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- No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
| Analyzed as: | ||||||
|---|---|---|---|---|---|---|
| Current | $ 2,418 $ 1,463 | $ - | ||||
| Non-current | 5,074 $ 7,492 | 4,359 | $ 5,822 | - | $ - | 8. This Amendment may be executed in counterparts, which together shall constitute one |
Minnesota Amendment
Amendment To The Holiday Hospitality Franchising, LLC Atwell Suites License Agreement Pursuant To The New York Franchise Act
Notwithstanding anything to the contrary set forth in the above License Agreement ("License"), the following provisions shall supersede and apply to each License for an Atwell Suites Hotel issued in the State of New York:
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- The requirements of Section 13.B of the License Agreement that you consent to the entry of an injunction are modified in the State of New York to provide only that you consent to the seeking of such an injunction.
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- Section 13.I of the License is amended to provide that no release language set forth in Section 13.I. of the License or anywhere else in the License Agreement will relieve IHG or any other person, directly or indirectly, from liability imposed by the laws concerning franchising in the State of New York.
| Net minimum lease payments | 3,191,328 | |---|---| | Less amount representing interest | (2,930,124) | | Present value of net minimum lease payments | $ 261,204 | New York Amendment
Amendment To The Holiday Hospitality Franchising, LLC Atwell Suites License Agreement Pursuant To The North Dakota Investment Franchise Law
Notwithstanding anything to the contrary set forth in the above License Agreement ("License"), the following provisions shall supersede and apply to each License for an Atwell Suites Hotel issued in the State of North Dakota:
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- The laws of the State of North Dakota supersede any provisions of the License, or Georgia law, if such provisions are in conflict with such North Dakota laws.
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- Liquidated damages and termination penalty provisions are deleted from Licenses issued in the State of North Dakota.
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- Section 13.I of the License is amended to include the following: "The general release language contained in the License shall not relieve IHG or any other person, directly or indirectly, from liability imposed by the laws concerning franchising of the State of North Dakota."
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- In accordance with the provision under Federal Bankruptcy Law (11 U.S.C.A. Sec. 101 et seq.), paragraphs 11.C(1)(b) and (d) of the License shall be amended to include the following language: "Enforceability of this provision is a matter governed by Federal Bankruptcy Law and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."
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- Any provision in the License which designates jurisdiction or venue or requires the Licensee to agree to jurisdiction or venue, in a forum outside of North Dakota, is deleted from Licenses issued in the State of North Dakota. The site of any arbitration will be agreeable to all parties.
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- This Amendment may be executed in counterparts, which together shall constitute one and the same instrument. Signatures via Conga Sign, DocuSign, .PDF file, facsimile, or other electronic format have the same force and effect as originals.
(Signatures page follows)
| 2024 | 2023 | |---|---| North Dakota Amendment
Rhode Island Amendment
Amendment To The Holiday Hospitality Franchising, LLC Atwell Suites License Agreement Pursuant To The Rhode Island Franchise And Distributorship Act
Notwithstanding anything to the contrary set forth in the above License Agreement ("License"), the following provisions shall supersede and apply to each License for an Atwell Suites Hotel issued in the State of Rhode Island:
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- In accordance with the provision under Federal Bankruptcy Law (11 U.S.C.A. Sec. 101 et seq.), paragraphs 11.C(1)(b) and (d) of the License shall be amended to include the following language: "Enforceability of this provision is a matter governed by Federal Bankruptcy Law and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."
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- Section 19-28.14 of the Rhode Island Franchise Investment Act provides that: "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act." This provision will also apply to the Guaranty.
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- Any provision in the License which designates the governing law as that of any state other than the State of Rhode Island is deleted from Licenses issued in the State of Rhode Island.
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- This Amendment may be executed in counterparts, which together shall constitute one and the same instrument. Signatures via Conga Sign, DocuSign, .PDF file, facsimile, or other electronic format have the same force and effect as originals.
Source: Item 23 — Receipts (FDD pages 99–486)
What This Means (2025 FDD)
The 2025 Atwell Suites Franchise Disclosure Document (FDD) includes several state-specific amendments that address compliance with relevant laws. For franchisees in Maryland, the amendment specifies that the general release language in the license does not relieve IHG (the franchisor) from liability imposed by Maryland franchising laws. Additionally, any claims arising under the Maryland Franchise Registration and Disclosure Laws must be brought within three years of the license grant.
For Atwell Suites franchisees in Hawaii, a similar amendment states that the general release language does not relieve IHG from liability imposed by Hawaii franchising laws. Furthermore, Hawaii Revised Statutes Section 482E-1 provides rights to the licensee concerning termination or non-renewal of a license, and this law will take precedence if any provision in the license is inconsistent.
In Illinois, the amendment highlights that the terms and conditions for termination and non-renewal of the license may be affected by Illinois law, specifically 815 ILCS 705/19 and 705/20. For franchisees in North Dakota, the laws of North Dakota supersede any conflicting provisions in the license or Georgia law. The amendment also clarifies that the general release language does not relieve IHG from liability imposed by North Dakota franchising laws.
For Atwell Suites franchisees in California, California Business and Professions Code Sections 20000 through 20043 provide rights concerning termination or non-renewal of a license, and these laws will control if there are inconsistencies. Additionally, under California Civil Code Section 1671, certain liquidated damages clauses are unenforceable. With respect to franchises sold in California, a franchisor is prohibited from modifying a franchise agreement, or requiring a general release, in exchange for any assistance related to a declared state or federal emergency. Finally, for franchisees in Virginia, the amendment refers to compliance with the Virginia Retail Franchising Act.