Who are considered the 'Released Parties' in the context of a Sonesta Simply Suites franchise transfer agreement?
Sonesta_Simply_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
The Franchisee Parties, and each of them, on behalf of themselves and their respective current and former parents, affiliates, and subsidiaries, and each such foregoing person's or entity's respective agents, spouses, heirs, principals, attorneys, owners, officers, directors, employees, representatives, predecessors, successors, and assigns (collectively, the "Releasing Parties"), hereby fully and forever unconditionally release and discharge us and our current and former parents, subsidiaries, and affiliates, and our and each such foregoing entity's respective current and former owners, officers, directors, employees, managers, agents, representatives, predecessors, successors, and assigns (the "Released Parties"), of and from any and all claims, obligations, debts, proceedings, demands, causes of actions, rights to terminate and rescind, liabilities, losses, damages, and rights of every kind and nature whatsoever (collectively, "Claims"), whether at law or in equity, and known or unknown, which any of the Releasing Parties had, has, or may have had, in any way arising out of or relating to any relationship or transaction with any of the Released Parties, however characterized or described, from the beginning of time until the date set forth below each of the Franchisee Parties' signature to this Agreement, including, without limitation, any and all Claims in any way arising out of or relating to the Existing Franchise Agreement, this Agreement, the relationships created by any of the foregoing, or the development, ownership, or operation of the Hotel, or any other agreements entered into between any of the Released Parties and any of the Releasing Parties.
The Releasing Parties further covenant not to sue any of the Released Parties on any of the Claims released by this Section, and warrant and represent that they have not assigned or otherwise transferred any Claims released by this Section.
Source: Item 23 — RECEIPTS (FDD pages 80–246)
What This Means (2025 FDD)
According to the 2025 Sonesta Simply Suites FDD, the 'Released Parties,' in the context of a release agreement, encompass Sonesta RL Hotels Franchising Inc. and its associated entities. This includes their current and former parents, subsidiaries, and affiliates. The definition extends to the entities' respective current and former owners, officers, directors, employees, managers, agents, representatives, predecessors, successors, and assigns.
This broad definition means that when a Sonesta Simply Suites franchisee signs a release, they are potentially waiving claims against a wide range of individuals and entities connected to the franchisor. This could include not only the main franchising company but also its parent companies, related businesses, and all levels of staff and management who have ever been associated with those organizations.
The release covers any and all claims, obligations, debts, proceedings, demands, causes of actions, rights to terminate and rescind, liabilities, losses, damages, and rights of every kind and nature whatsoever, whether at law or in equity, and known or unknown, which any of the Releasing Parties had, has, or may have had, in any way arising out of or relating to any relationship or transaction with any of the Released Parties. This includes any claims arising from the franchise agreement itself, the relationship it creates, or the development, ownership, or operation of the hotel. The franchisee also agrees not to sue any of the Released Parties on any of these claims.
Prospective Sonesta Simply Suites franchisees should carefully review the scope of this release with legal counsel to fully understand the implications of waiving potential future claims against such a wide array of parties. Franchisees in certain states, such as California and Maryland, may have additional state-specific protections or limitations on these releases.