What is the effect of a failure to insist upon the other's compliance with the Sonesta Simply Suites agreement?
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.
Source: Item 22 — CONTRACTS (FDD pages 79–80)
What This Means (2025 FDD)
According to Sonesta Simply Suites's 2025 Franchise Disclosure Document, neither the franchisor nor the franchisee waives or impairs any right, power, or option reserved in the agreement due to custom, practice, or failure to exercise a right. This includes the right to demand exact compliance with every term, condition, and covenant, or to declare any breach a default and terminate the agreement before its term expires. This is true regardless of any custom or practice at variance with the agreement's terms, or a failure, refusal, or neglect to exercise any right under the agreement.
This clause also applies even if Sonesta Simply Suites has franchise agreements for other Brand Hotels with different provisions, or if they accept payments from the franchisee after a breach of the agreement. The provision ensures that Sonesta Simply Suites's failure to enforce a specific term in one instance does not prevent them from enforcing it in the future. This protects the franchisor's ability to maintain brand standards and operational consistency across all franchise locations.
For a prospective Sonesta Simply Suites franchisee, this means that the franchisor's leniency or lack of enforcement of certain terms at one point does not set a precedent. The franchisee cannot assume that a specific requirement is no longer in effect simply because it wasn't enforced previously. The franchisee must adhere to all terms and conditions outlined in the franchise agreement, as Sonesta Simply Suites retains the right to enforce them at any time. This clause promotes adherence to the franchise agreement and protects the franchisor's rights.