Which state's laws govern the Note for Sonesta Simply Suites?

According to the 2025 FDD, the Note associated with the Sonesta Simply Suites franchise agreement is governed by the laws of the Commonwealth of Massachusetts. Specifically, the Note is to be construed and interpreted in accordance with the internal laws of Massachusetts, without regard to its principles of conflict of laws. This means that any disputes arising from the Note will be subject to Massachusetts law.

Furthermore, the FDD states that any legal action necessary to enforce the terms of the Note may be brought by the Holder (the lender or subsequent holder of the Note) in the Commonwealth of Massachusetts. The Maker (the borrower or franchisee) submits to the jurisdiction of any federal or state court within Massachusetts. This clause establishes venue and jurisdiction for legal proceedings related to the Note, ensuring that any legal actions will take place in Massachusetts.

This provision is important for prospective Sonesta Simply Suites franchisees as it clarifies which state's laws will apply and where legal proceedings may occur in the event of a dispute related to the Note. Franchisees should be aware of the implications of Massachusetts law and the requirement to litigate in Massachusetts if necessary. Franchisees should consult with legal counsel to fully understand their rights and obligations under the Note and the franchise agreement.