Which state's laws govern the Note for Sonesta Select Sonesta Essential?
Sonesta_Select_Sonesta_Essential Franchise · 2025 FDDAnswer from 2025 FDD Document
This Note is being delivered in, is intended to be performed in, shall be construed and interpreted in accordance with, and be governed by the internal laws of, the Commonwealth of Massachusetts, without regard to principles of conflict of laws.
Any legal action necessary to enforce the terms of this Note may be brought by the Holder in the Commonwealth of Massachusetts and the Maker hereby submits to the jurisdiction of any federal or state court in the Commonwealth of Massachusetts.
Any default under the terms of the Agreement or this Note shall be deemed a default of the Agreement and this Note and the Holder may pursue its remedies as available under the Agreement and this Note.
- f.
THE MAKER AND THE HOLDER HEREBY WAIVE TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO WHICH THE MAKER AND THE HOLDER MAY BE PARTIES, ARISING OUT OF OR IN ANY WAY PERTAINING TO THIS NOTE.
IT IS AGREED AND UNDERSTOOD THAT THIS WAIVER CONSTITUTES A WAIVER OF TRIAL BY JURY OF ALL CLAIMS AGAINST ALL PARTIES TO SUCH ACTIONS OR PROCEEDINGS, INCLUDING CLAIMS AGAINST PARTIES WHO ARE NOT PARTIES TO THIS NOTE.
Source: Item 23 — RECEIPTS (FDD pages 84–261)
What This Means (2025 FDD)
According to the 2025 Franchise Disclosure Document, the Note for Sonesta Select Sonesta Essential is governed by the internal laws of the Commonwealth of Massachusetts. This means that the laws of Massachusetts will be used to interpret and enforce the terms of the Note, without regard to its conflict of laws principles.
Furthermore, any legal action to enforce the Note's terms may be brought in the Commonwealth of Massachusetts, and the Maker (likely the franchisee) submits to the jurisdiction of federal or state courts in Massachusetts. This dictates the venue and legal framework for resolving disputes related to the Note.
Additionally, both the Maker and the Holder of the Note waive their right to a jury trial in any action or proceeding pertaining to the Note. This waiver extends to all claims against all parties involved in such actions, even those not directly party to the Note itself. This clause streamlines dispute resolution by opting for a bench trial (judge only) instead of a jury trial.