In litigation relating to the Even Hotels license, what rights do IHG and the licensee irrevocably waive?
Even_Hotels Franchise · 2025 FDDAnswer from 2025 FDD Document
us negotiations between the parties pertaining to the licensing of the Hotel as a Brand System hotel. Nothing in this License or in any related agreement is intended, however, to disclaim any representations IHG made in the franchise disclosure document that IHG provided to Licensee. No change in this License will be valid unless in writing signed by both parties. No failure to require strict performance or to exercise any right or remedy hereunder will constitute a waiver of any rights hereunder or preclude requiring strict performance or exercising any right or remedy in the future.
E. IHG Withholding Consent.
- (1) In no event may Licensee make any claim for money damages based on any claim or assertion that IHG has unreasonably withheld, delayed and/or denied any consent or approval under this License. Licensee waives any such claim for damages. Licensee may not claim any such damages by way of setoff, counterclaim or defense. Licensee's sole remedy for such a claim will be an action or proceeding to enforce the subject License provision(s) for specific performance or for declaratory judgment.
- (2) IHG's consent, whenever required, may be withheld if any breach by Licensee exists under this License, without regard for any other basis for withholding such consent. Approvals and consents by IHG will not be effective unless evidenced by a writing duly executed on behalf of IHG.
F. Guarantor(s).
IHG shall require certain individuals or other entities (the "Guarantors") to guarantee all of Licensee's duties, requirements and obligations under this License, both financial and nonfinancial, by executing a guarantee substantially in the form attached hereto (the "Guaranty"). In the event of the death or bankruptcy of any Guarantor, IHG may require replacement guarantees sufficient in IHG's reasonable
discretion to provide IHG with the same protection as IHG had originally bargained for.
Source: Item 23 — RECEIPTS (FDD pages 99–438)
What This Means (2025 FDD)
According to Even Hotels' 2025 Franchise Disclosure Document, the licensee waives the right to claim monetary damages if IHG has unreasonably withheld, delayed, or denied any consent or approval under the license. The licensee is also prohibited from claiming such damages through setoff, counterclaim, or defense. The document specifies that the licensee's sole recourse in such situations is to initiate an action or proceeding to enforce the relevant license provisions, seeking specific performance or a declaratory judgment.
Furthermore, the Even Hotels FDD states that the licensee expressly and irrevocably submits to the non-exclusive jurisdiction of the U.S. District Court for the Northern District of Georgia, Atlanta Division, and the State and Superior Courts of DeKalb County, Georgia, for any disputes. If the licensee initiates litigation against IHG or one of its affiliates, they must do so in the specified Georgia courts, which serve as the sole and exclusive forums. However, this does not waive any of the licensee's rights under any applicable franchise law of the state in which the hotel is located.
IHG, however, retains the right to seek injunctive relief in the federal or state courts of Georgia, the state where the hotel is located, or IHG's principal place of business, notwithstanding the forum selection clause applicable to licensee actions. This section outlines the specific legal venues and waivers related to potential disputes, which is crucial for prospective franchisees to understand the legal implications of the Even Hotels license agreement.