Under what rules will arbitration be conducted for Delta Hotels By Marriott disputes?
Delta_Hotels_By_Marriott Franchise · 2025 FDDAnswer from 2025 FDD Document
ermination*. A termination under this Section 21.2 will not be a default under this Agreement and Franchisee will not be required to pay liquidated damages unless, before the date on which the Term otherwise would have ended, Franchisee or any of its Affiliates operates an Other Lodging Product at the Approved Location.
22. COMPLIANCE WITH APPLICABLE LAW; LEGAL ACTIONS
- 22.1 Compliance with Applicable Law. Franchisee will comply with all Applicable Law, and will obtain all permits, certificates and licenses necessary to operate the Hotel and comply with the Marriott Agreements.
- 22.2 Notice of Legal Actions. Within seven days of receipt, Franchisee will notify Franchisor and provide copies of: (i) any Claim involving the Hotel, Franchisee or Franchisor; (ii) any judgment, order, or other decree related to the Hotel or Franchisee; or (iii) any inspection reports and warnings about a material failure to meet health or life safety requirements or any other material violation of Applicable Law related to the Hotel or Franchisee. This Section 22.2 will not change any notice requirement that Franchisee may have under any insurance policies.
23. RELATIONSHIP OF PARTIES
This Agreement does not create a fiduciary relationship between Franchisor and Franchisee. Franchisee is an independent contractor, and neither party is an agent, legal representative, joint venturer, partner, joint employer, or employee of the other for any purpose and Franchisee will make no representation to the contrary. Nothing in this Agreement authorizes Franchisee to make any agreement or representation on Franchisor's behalf or to incur any obligation in Franchisor's name.
24. GOVERNING LAW; ARBITRATION; INTERIM RELIEF; COSTS OF ENFORCEMENT; WAIVERS
24.1 Governing Law, Arbitration, and Jurisdiction.
A. Governing Law. This Agreement takes effect on its acceptance and execution by Franchisor in Maryland and will be construed under and governed by Maryland law, which law will prevail if there is any conflict of law. Nothing in this Section 24.1 will make the Maryland Franchise Registration and Disclosure Law apply to this Agreement or the relationship between Franchisor and Franchisee, if such law would not otherwise apply.
B. Arbitration.
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- Except as otherwise specified in this Agreement and for Claims for indemnification under Section 14 or actions for injunctive or other equitable relief under Section 24.2, any Dispute related to the Hotel, the Marriott Agreements, the relationship of the parties, or any actions or omissions in connection with any of the above, will be resolved, referred to, and finally settled by, arbitration under and in accordance with the Commercial Arbitration Rules of the American Arbitration Association (or any similar successor rules). The arbitrator(s) will be appointed in accordance with such rules. The number of arbitrators will be one unless the parties agree otherwise in accordance with such rules. The place where arbitration proceedings will be conducted is Baltimore, Maryland. The party bringing the arbitration will submit the following together with any demand or filing required by the American Arbitration Association: (i) a full and specific description of the claim under this Agreement, including identifying the specific provisions that the other party has breached, (ii) documentary evidence of the facts alleged by the complaining party, and (iii) a declaration under penalty of perjury that all facts stated in the claim and documentation are true and correct and do not fail to state facts known to the complaining party that are material to the determination of the dispute.
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- The decision of the arbitral tribunal will be final and binding on the parties and will be enforceable in any courts having jurisdiction. The arbitral tribunal will have no authority to amend or modify the terms of this Agreement. The arbitral tribunal will have the right to award or include in its award any relief it deems proper, including money damages and interest on unpaid amounts, specific performance and legal fees and costs in accordance with this Agreement; however, the arbitral tribunal may not award punitive, consequential or exemplary damages (except for those related to misuse of Franchisor's Intellectual Property). The costs and expenses of arbitration will be allocated and paid by the parties as determined by the arbitral tribunal.
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- Any arbitration proceeding under this Agreement will be conducted on an individual (not a class-wide) basis and will not be consolidated with any other arbitration proceedings to which Franchisor is a party, except that Franchisor may join any management company operating the Hotel, any owner under an owner agreement related to the Hotel, and any guarantor of any obligations with respect to the Hotel in any such proceeding. Any Dispute to be settled by arbitration under this Section will at the request of Franchisee or Franchisor be resolved in a single arbitration before a single tribunal together with any Dispute arising out of or relating to any other agreement between Franchisee and Franchisor and its Affiliates. A decision on a matter in another arbitration proceeding will not prevent a party from submitting evidence with respect to a similar matter or prevent the arbitral tribunal from rendering an independent decision without regard to such decision in such other arbitration proceeding.
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Source: Item 23 — RECEIPTS (FDD pages 134–251)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, arbitration for Delta Hotels By Marriott will follow specific rules. Except for claims for indemnification or actions for injunctive or other equitable relief, any dispute related to the hotel, Marriott agreements, the relationship of the parties, or any actions or omissions connected to these will be settled by arbitration. This arbitration will be conducted under the Commercial Arbitration Rules of the American Arbitration Association (or any similar successor rules).
The arbitrator will be appointed according to these rules, and there will be one arbitrator unless both parties agree otherwise. The location for arbitration proceedings is Baltimore, Maryland. The party initiating the arbitration must submit a detailed claim description, documentary evidence, and a declaration under penalty of perjury confirming the truth and accuracy of the submitted facts.
The decision made by the arbitral tribunal is final and binding, enforceable in any court with jurisdiction. However, the tribunal cannot amend or modify the terms of the franchise agreement. The tribunal can award relief, including money damages, interest on unpaid amounts, specific performance, and legal fees and costs, but cannot award punitive, consequential, or exemplary damages, except those related to misuse of Delta Hotels By Marriott's intellectual property. The costs and expenses of arbitration will be allocated as determined by the arbitral tribunal.
Arbitration proceedings will be conducted on an individual basis and will not be consolidated with other proceedings involving Delta Hotels By Marriott, although Delta Hotels By Marriott can join certain related parties such as management companies, owners, and guarantors. Any dispute subject to arbitration can be resolved in a single arbitration with disputes arising from other agreements between the franchisee and Delta Hotels By Marriott or its affiliates, if requested by either party. Franchisees and Delta Hotels By Marriott each waive the right to claim or receive punitive damages in any dispute, other than Delta Hotels By Marriott's rights related to its intellectual property, and also waive trial by jury in any dispute.