Are franchisees of Sonesta Select Sonesta Essential allowed to claim that the Marks are generic or invalid?
Sonesta_Select_Sonesta_Essential Franchise · 2025 FDDAnswer from 2025 FDD Document
Subject to our right to modify the Brand Manual and Brand Standards, this Agreement may not be modified except by a written agreement signed by our and your duly-authorized officers.
- L. Limitations of Claims; No Implied Covenant. You and your owners agree not to bring any claim asserting that any of the Marks are generic or otherwise invalid.
Except with regard to your obligation to pay us and our affiliates Royalty payments, the Brand Promotion Fees and other advertising fees, loyalty program fees, Lost Revenue Damages, and other payments due from you pursuant to this Agreement or otherwise, any claims between the parties must be commenced in accordance with this Agreement within one year from the date on which the party asserting the claim knew or should have known of the facts giving rise to the claim, or such claim shall be barred.
The parties acknowledge and agree that such time limit might be shorter than otherwise allowed by law.
You and your owners agree that your and their sole recourse for claims arising between the parties shall be against us or our successors and assigns.
You and your owners agree that our and our affiliates' members, managers, shareholders, directors, officers, employees, representatives, and agents shall not be personally liable nor named as a party in any action between us or our affiliates and you or your owners.
No previous course of dealing shall be admissible to explain, modify, or contradict the terms of this Agreement. No implied covenant of good faith and fair dealing shall be used to alter the express terms of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 84)
What This Means (2025 FDD)
According to the 2025 FDD, Sonesta Select Sonesta Essential franchisees and their owners are contractually prohibited from claiming that any of the brand's Marks are generic or otherwise invalid. This restriction is explicitly outlined in the franchise agreement.
This provision protects Sonesta Select Sonesta Essential's brand identity and intellectual property. By preventing franchisees from challenging the validity of the Marks, the agreement aims to maintain the uniformity and integrity of the brand across all franchise locations. This is a standard practice in franchising, as the brand's trademarks and service marks are critical assets.
The franchisee's agreement not to challenge the Marks is a significant legal commitment. If a franchisee were to violate this provision, Sonesta Select Sonesta Essential could take legal action to enforce the agreement and protect its brand. Prospective franchisees should understand this limitation and seek legal counsel if they have concerns about the validity or enforceability of the Marks.
In addition to the prohibition on challenging the Marks, the franchise agreement also includes a clause limiting the time frame for bringing claims against Sonesta Select Sonesta Essential. Any claims must be commenced within one year from the date the party knew or should have known of the facts giving rise to the claim, except for obligations to pay royalties, brand promotion fees, loyalty program fees, lost revenue damages, and other payments. This time limit may be shorter than what is otherwise allowed by law, so franchisees should be aware of this restriction.