Does the Sonesta Simply Suites agreement allow for unilateral waivers?
Sonesta_Simply_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
Waiver of Obligations. We and you may by written instrument unilaterally waive or reduce any obligation of or restriction upon the other under this Agreement, effective upon delivery of written notice to the other or another effective date stated in the notice of waiver. Any waiver granted will be without prejudice to any other rights we or you have, will be subject to continuing review, and may be revoked at any time and for any reason effective upon delivery of 10 days' prior written notice. We and you will not waive or impair any right, power, or option this Agreement reserves (including our right to demand exact compliance with every term, condition, and covenant or to declare any breach to be a default and to terminate this Agreement before its term expires) because of any custom or practice at variance with this Agreement's terms; our or your failure, refusal, or neglect to exercise any right under this Agreement or to insist upon the other's compliance with this Agreement, including any Brand Standard; our waiver of or failure to exercise any right, power, or option, whether of the same, similar, or different nature, with other Brand Hotels; the existence of franchise agreements for other Brand Hotels which contain provisions different from those contained in this Agreement; or our acceptance of any payments due from you after any breach of this Agreement. No special or restrictive legend or endorsement on any check or similar item given to us will be a waiver, compromise, settlement, or accord and satisfaction. We are authorized to remove any legend or endorsement, which then will have no effect.
The following provision applies if you or the franchise granted hereby are subject to the franchise registration or disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin: No statement, questionnaire, or acknowledgment signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any of us, any franchise seller, or any other person acting on our behalf. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 22 — CONTRACTS (FDD pages 79–80)
What This Means (2025 FDD)
According to the 2025 Sonesta Simply Suites Franchise Disclosure Document, both Sonesta Simply Suites and the franchisee have the ability to issue unilateral waivers under the franchise agreement. This means that either party can choose to waive or reduce certain obligations or restrictions placed upon the other.
However, any waiver must be documented in writing and delivered to the other party, becoming effective either immediately upon receipt or on another specified date. It's important to note that these waivers are not permanent; they are subject to ongoing review and can be revoked by either party at any time, for any reason. The revocation becomes effective after a 10-day prior written notice is delivered.
The franchise agreement also specifies that neither Sonesta Simply Suites nor the franchisee will waive any rights, powers, or options reserved within the agreement, even if there's a custom or practice that deviates from the agreement's terms. This includes the right to demand strict compliance with all terms and conditions. Furthermore, the presence of different provisions in other Sonesta Simply Suites franchise agreements or the acceptance of payments after a breach does not constitute a waiver. The agreement also includes a provision that any statements made during the commencement of the franchise relationship do not waive claims under state franchise law in certain states.