Against whom can a Sonesta Simply Suites franchisee bring claims arising between the parties?
Sonesta_Simply_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
Except to the extent governed by the Federal Arbitration Act, the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. Sections 1051 et seq.), or other United States federal law, this Agreement or any related agreements, the Franchise, and all claims arising from the relationship between us (or any of our affiliates, and our and their respective owners, officers, directors, agents, representatives, and employees) and you (and your owners, guarantors, affiliates, and employees), whether couched in tort or contract, will be governed by the laws of the Commonwealth of Massachusetts, without regard to its conflict of laws rules, except that any state law regulating the offer or sale of franchises or governing the relationship of a franchisor and its franchisee will not apply unless its jurisdictional requirements are met independently without reference to this Section.
If any of the provisions of this Agreement which relate to restrictions on you and your owners' competitive activities are found unenforceable under Massachusetts law, the enforceability of those provisions will be governed by the laws of the state in which your Hotel is located.
- H. Consent to Jurisdiction. Subject to the obligation to arbitrate under Section 17.F above and the provisions below, you and your owners agree that all actions arising under this Agreement or any related agreements, or otherwise as a result of the relationship between you (and your owners, guarantors, affiliates, and employees) and us (or any of our affiliates, and our and their respective owners, officers, directors, agents, representatives, and employees) must be commenced in the court nearest to our or, as applicable, our successor's or assign's then current principal place of business (currently Newton, Massachusetts), and you (and each owner) irrevocably submit to the jurisdiction of that court and waive any objection you (or the owner) might have to either the jurisdiction of or venue in that court.
Source: Item 22 — CONTRACTS (FDD pages 79–80)
What This Means (2025 FDD)
According to the 2025 Sonesta Simply Suites Franchise Disclosure Document, a franchisee can bring claims against Sonesta RL Hotels Franchising Inc. and its affiliates, as well as their respective owners, officers, directors, agents, representatives, and employees. This applies to claims arising from the franchise relationship, whether based on tort or contract law.
The FDD specifies that all actions must be commenced in the court nearest to Sonesta Simply Suites' principal place of business, which is currently in Newton, Massachusetts, unless subject to arbitration. Both the franchisee and Sonesta Simply Suites agree to submit to the jurisdiction of that court and waive any objections to jurisdiction or venue.
It's important to note that Red Lion Hotels Corporation guarantees the performance of Sonesta RL Hotels Franchising Inc. This guarantee remains in effect until all obligations of the franchisor under its franchise registrations and Franchise Agreements are satisfied or until the liability of Franchisor to its franchisees under the Franchise Agreement has been completely discharged. This means that a franchisee may also have recourse against Red Lion Hotels Corporation under this guarantee in certain circumstances.