Does the Sonesta Simply Suites franchise agreement include a waiver of punitive damages?
Sonesta_Simply_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR LOST REVENUE (COLLECTIVELY REFERRED TO AS "INDIRECT DAMAGES") ARISING FROM, RELATING TO, OR IN CONNECTION WITH THE SERVICE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES. IN ADDITION, EACH PARTY'S DIRECT DAMAGES (AND ANY INDIRECT DAMAGES TO THE EXTENT THAT A COURT OF COMPETENT JURISDICTION OR OTHER AUTHORITY DOES NOT RECOGNIZE OR ENFORCE THE ABOVE WAIVER) SHALL BE LIMITED TO THE TOTAL FEES PAID BY YOU TO US DURING THE THEN CURRENT TERM OF THE FRANCHISE AGREEMENT.
Source: Item 22 — CONTRACTS (FDD pages 79–80)
What This Means (2025 FDD)
According to the 2025 Sonesta Simply Suites Franchise Disclosure Document, the franchise agreement includes a mutual waiver of punitive damages. Specifically, neither Sonesta Simply Suites nor the franchisee will be liable for punitive damages arising from or related to the service agreement, even if the possibility of such damages was known. This waiver extends to consequential, incidental, and indirect damages, including lost profits or lost revenue.
This means that a Sonesta Simply Suites franchisee is protected from being required to pay punitive damages to the franchisor, and vice versa, for issues related to the Voice Reservation With Auto Attendant Service Agreement. However, this protection does not extend to instances of willful misconduct by Sonesta Simply Suites. In such cases, the franchisee retains the right to pursue claims or causes of action against Sonesta Simply Suites, its affiliates, or their officers, directors, or agents.
Furthermore, the agreement limits each party's direct damages to the total fees paid by the franchisee to Sonesta Simply Suites during the current term of the franchise agreement. This limitation applies even if a court does not recognize or enforce the waiver of indirect damages. This clause aims to limit the financial exposure of both parties in the event of disputes related to the service agreement.