Does Massachusetts law apply to all aspects of the Sonesta Select Sonesta Essential Franchise Agreement?
Sonesta_Select_Sonesta_Essential Franchise · 2025 FDDAnswer from 2025 FDD Document
| PROVISION | SECTION IN | SUMMARY |
|---|---|---|
| FRANCHISE AGREEMENT | ||
| s. Modification of | Section 17.K | No modifications of the Franchise Agreement except by written agreement, |
| the agreement | except that we may modify the Brand Manual and Brand Standards. | |
| t. Integration / merger clause | Section 17.N | Only the terms of Franchise Agreement, including its attachments and the Brand Standards, are binding (subject to state law). Any representations or promises outside of this Disclosure Document and the Franchise Agreement may not be enforceable. |
| u. Dispute | Section 17.F | We and you must arbitrate all disputes (except for claims to collect amounts |
| resolution by | owed) at a location within 50 miles of our or, as applicable, our successor’s | |
| arbitration or | or assign’s then-current principal place of business (currently, Newton, | |
| mediation | Massachusetts) (subject to state law). | |
| v. Choice of forum | Sections 17.H and 17.J | Subject to the arbitration requirement, litigation must be brought in the court nearest to our or, as applicable, our successor’s or assign’s then current principal place of business (currently, Newton, Massachusetts) (subject to state law). However, we may seek injunctive relief in any court of competent jurisdiction. |
| w. Choice of law | Section 17.G | Except for the U.S. Trademark Act, the Federal Arbitration Act and other federal laws, Massachusetts law applies (subject to state law). |
Source: Item 17 — **RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 70–75)
What This Means (2025 FDD)
According to Sonesta Select Sonesta Essential's 2025 Franchise Disclosure Document, Massachusetts law generally applies to the Franchise Agreement, but with some exceptions. Specifically, the U.S. Trademark Act, the Federal Arbitration Act, and other federal laws take precedence over Massachusetts law. Additionally, the application of Massachusetts law is subject to state law, implying that other state laws may supersede Massachusetts law in certain situations, possibly depending on the franchisee's location.
This means that while the Franchise Agreement is generally governed by Massachusetts law, certain aspects, particularly those related to trademarks and arbitration, are governed by federal law. Furthermore, the laws of the state in which the franchisee operates may also apply, potentially modifying or overriding aspects of Massachusetts law as it applies to the agreement.
For a prospective Sonesta Select Sonesta Essential franchisee, this indicates the importance of understanding both federal laws related to trademarks and arbitration, as well as the specific state laws in their operating location that may affect the Franchise Agreement. It would be prudent to seek legal counsel to fully understand the implications of these different layers of applicable law and how they interact with the terms of the Franchise Agreement.