How are disputes arising under the Sonesta Simply Suites agreement resolved?
Sonesta_Simply_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Dispute Resolution. Any disputes arising under this Agreement will be resolved in accordance with the dispute resolution procedures under your Franchise Agreement, including but not limited to, the provisions concerning waiver of jury trial, consent to venue and personal jurisdiction, and choice of law.
Any provisions of this Agreement below that pertain to judicial proceedings shall be subject to the agreement to arbitrate contained in this Section. Notwithstanding the foregoing, nothing in this Section shall prohibit either party from filing a claim in court for collection of amounts owed to it, in accordance with Section 17.H.
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Governing Law.
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.
We and you agree that arbitration will be conducted on an individual basis and that an arbitration proceeding between us and any of our affiliates, or our and their respective shareholders, owners, officers, directors, agents, representatives and employees, on the one hand, and you (or your owners, guarantors, affiliates, and employees), on the other hand, may not be: (i) conducted on a class-wide basis; (ii) commenced, conducted or consolidated with any other arbitration proceeding; (iii) joined with any separate claim of an unaffiliated third-party; or (iv) brought on your behalf by any association or agent. Notwithstanding the foregoing, if any court or arbitrator determines that all or any part of the preceding sentence is unenforceable with respect to a dispute, controversy or claim that otherwise would be subject to arbitration under this Section, then all parties agree that this arbitration clause shall not apply to that dispute, controversy or claim shall be resolved in a judicial proceeding in accordance with the dispute resolution provisions of this Agreement.
We and you agree that, in any arbitration arising as described in this Section, the arbitrator shall have full authority to manage any necessary exchange of information among the parties with a view to achieving an efficient and economical resolution of the dispute.
It will not be necessary to conduct pre-hearing discovery, but either party may do so. If either party elects to conduct prehearing discovery, each party shall be allowed only up to five interrogatories, including subparts, five requests for production, including subparts, and two depositions. Electronic discovery will be limited to searches of e-mail accounts of no more than two addresses for a twelve month period (or any shorter period for which e-mails are retained in the ordinary course) and a maximum of five search terms or phrases will be permissible.
- 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, disputes arising under the agreement are resolved following the dispute resolution procedures outlined in the Franchise Agreement. These procedures include provisions concerning waiver of jury trial, consent to venue and personal jurisdiction, and choice of law.
Specifically, the FDD indicates that any provisions pertaining to judicial proceedings are subject to an agreement to arbitrate. However, this does not prevent either party from filing a claim in court to collect amounts owed, as detailed in Section 17.H of the agreement. The governing law for the agreement is the law of the Commonwealth of Massachusetts, 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.
The FDD also specifies that arbitration will be conducted on an individual basis and cannot be conducted on a class-wide basis, commenced or consolidated with other proceedings, joined with third-party claims, or brought by an association or agent on the franchisee's behalf. If any court or arbitrator deems this unenforceable, the arbitration clause will not apply, and the dispute will be resolved in a judicial proceeding. In any arbitration, the arbitrator has the authority to manage the exchange of information to ensure an efficient and economical resolution. Pre-hearing discovery is not required, but if elected, each party is limited to five interrogatories, five requests for production, and two depositions. Electronic discovery is limited to searches of email accounts of no more than two addresses for a twelve-month period and a maximum of five search terms or phrases.
Franchisees and their owners consent to jurisdiction in the court nearest to Sonesta Simply Suites' principal place of business, which is currently Newton, Massachusetts. This means that any legal actions must be initiated in that specific court, and franchisees waive any objections to the jurisdiction or venue of that court. These dispute resolution provisions benefit and bind third-party non-signatories and remain in effect even after the agreement expires or terminates.