Hotel Law

Transactions, Management and Franchising

Nelson Migdal

• Publisher: Routledge
• Year: 2015
• ISBN:
  9781317674801
• Edition: 1
• Topic: Commerce
• Subtopic: Immobilier

Hotel Law, Transactions, Management and Franchising presents a practical guide to the issues that face lawyers and industry leaders working in the hospitality field. It aims to develop the reader's understanding of the acquisition process and the complex relationships in management and franchise deals that dominate the hotel industry.

This text is written primarily as a desktop reference for legal practitioners working in the hotel law field and is also suitable for students studying towards hotel and hospitality careers both at an undergraduate and law school or graduate level. The highly experienced author, contributors and editors offer insights into the industry players and their preferred positions, desired outcomes, and the potential pitfalls that can ensnare even the most well-planned deals.

With broad coverage of the rapidly growing field of hospitality law—including gaming, recreation, and amenities— the book's approach examines the dominant models of hotel ownership, management and franchising, and includes independent hotels and the move towards complex resorts. The book's coverage of key legal topics ranges from real estate, to intellectual property, contracts, and finance.Hotel Law will give readers an understanding of the hospitality industry from the perspective of the transactional practitioner, while examining the multi-party relationships and agreements that develop between an owner, operator, licensor and lender.

About the author

Nelson F. Migdal has focused his law practice on the hospitality industry for over 30 years. He has a global practice and routinely assists clients with hotel acquisitions, operations, development, hotel-related amenities such as gaming, hotel finance, and hotel management, franchise and license agreements. Nelson is a shareholder at the law firm Greenberg Traurig LLP and co-chairs the firm’s global hospitality practice group. He is also a member of the International Society of Hospitality Consultants, President of the Academy of Hospitality Industry Attorneys and Professor in Residence (Adjunct) at the Washington College of Law of American University in Washington, D.C.

About the contributors

Steven Shapiro is Director of the Hospitality and Tourism Law Program at the Washington College of Law at American University, Washington, D.C., where he is also a Professor (Adjunct) in business and real estate topics. With a law degree and a master’s degree in civil engineering, Mr. Shapiro started his career as a practicing attorney and is now a project executive for a major construction company. He has been an adjunct professor at the University of Maryland and the Johns Hopkins University.

Tara Gorman focuses her practice on hotel acquisitions, operations, development and finance, hotel management agreements, license and branding agreements, restaurant management agreements, and general commercial real estate office and retail leasing. Tara is a shareholder at the law firm Greenberg Traurig LLP with a concentration on transactions, writes a column for Hotel Business Review and is an Adjunct Professor at the Washington College of Law of American University in Washington, D.C., as part of the Hospitality and Tourism Law Program.

Hotel Law

Transactions, management and franchising

Nelson F. Migdal

with contributions from Steven Shapiro and Tara Gorman

First published 2015

by Routledge

2 Park Square, Milton Park, Abingdon, Oxon OX14 4RN

and by Routledge

605 Third Avenue, New York, NY 10017

Routledge is an imprint of the Taylor & Francis Group, an informa business

© 2015 Nelson F. Migdal with contributions from Steven Shapiro and Tara Gorman

The right of the author to be identified as author of this work has been asserted by him in accordance with sections 77 and 78 of the Copyright, Designs and Patents Act 1988.

All rights reserved. No part of this book may be reprinted or reproduced or utilised in any form or by any electronic, mechanical, or other means, now known or hereafter invented, including photocopying and recording, or in any information storage or retrieval system, without permission in writing from the publishers.

Trademark notice: Product or corporate names may be trademarks or registered trademarks, and are used only for identification and explanation without intent to infringe.

British Library Cataloguing-in-Publication Data

A catalogue record for this book is available from the British Library

Library of Congress Cataloging in Publication Data

Migdal, Nelson F., author.

Hotel law : transactions, management, and franchising / Nelson F. Migdal, with

contributions from Steven Shapiro and Tara Gorman.

pages cm

Includes bibliographical references and index.

1. Hotels–Law and legislation–United States. 2. Hospitality industry–Law and

legislation–United States. 3. Hotels–Finance–Law and legislation–United States.

4. Hotel management–United States. I. Shapiro, Steven, author. II. Gorman,

Tara, author. III. Title.

KF2042.H6M54 2015

343.7307’864794–dc23

2014040259

ISBN: 978-1-138-77952-5 (hbk)

ISBN: 978-1-315-77124-3 (ebk)

DOI: 10.4324/9781315771243

Typeset in Bembo

by Cenveo Publisher Services

For Joyce, Talia and Corey with love

‘The business of hotel management and franchising is completely interdependent with the law applicable to those endeavors. Though this may be true in all things, these are complex relationships that do not exist in a linear environment. Nelson Migdal has written a comprehensive, though admirably brief, volume that will benefit both legal practitioners and business personnel in the hotel transactions milieu. This volume should be used in every University Hotel Program’s curriculum, and it should be in the library of every hotel company, management firm, investor, lender, developer and consultant, so it can, as it should, be read and re-read by hotel group counsel, in-house or outside, and, perhaps more critically, any development/acquisitions/franchise/hotel lending executive working on one of the multiple sides of a hotel transaction, and all of their non-legal advisors.’

Michael C. Shindler, President, Four Corners Advisors, Inc.

‘Have you ever found yourself involved in a complicated hospitality industry matter, worrying about whether you were missing something and wishing you had an expert to consult with? Hotel Law gives you a thorough overview and makes you feel like Nelson Migdal and his colleagues are right there with you, helping you work through all the issues. I practiced with Nelson for many years. State Bar associations may not allow an attorney to say that they are expert in an area, but I can tell you that the hospitality industry recognizes Nelson as an expert who understands all sides in the industry. He has taken that expertise and made it available to the reader in Hotel Law.’

James M. Norman, Retired Co-Chair, Holland & Knight Global Hospitality Resort & Timeshare Group

‘Rarely does a legal text come along that offers the technical legal guidance and practical advice on meaningful and topical matters that arise daily in a hospitality legal practice. Whether transactional or day to day operational issues, Hotel Law offers the reader context, instruction and validation relating to the various aspects of the lodging and hospitality business. Both in-house and private practice lawyers will find Hotel Law to be a helpful reference tool.’

Terence P. Badour, Executive Vice President Law & Administration, FRHI Hotels & Resorts

Contents

• Welcome and check-in
• Acknowledgements
• 1 Evolution of the Hotel Management Agreement
• 2 Hotel Acquisition and Sale
• 3 Hotel Management Agreements
• 4 Essential Management Agreement Case Law
• 5 Franchise Agreement Basics
• 6 Subordination Non-Disturbance and Attornment and Comfort Letters
• 7 The Technical Services Agreement
• Glossary of terms
• Index
• Appendices
  • Representative forms at the companion website.
  • Please visit www.routledge.com/cw/migdal to view the forms
  • Form of hotel management agreement (provided by Fairmont Hotels and Resorts) at the companion website.
  • Please visit www.routledge.com/cw/migdal to view the form
  • Sample incentive management fee provisions at the companion website.
  • Please visit www.routledge.com/cw/migdal to view the examples
  • Master date collection checklist at the companion website.
  • Please visit www.routledge.com/cw/migdal to view the checklist
  • Form of closing checklist at the companion website.
  • Please visit www.routledge.com/cw/migdal to view the checklist
  • Form of franchise agreement (provided by Marriott International) at the companion website.
  • Please visit www.routledge.com/cw/migdal to view the form
  • Form of franchise agreement (provided by Hyatt Place Franchising, LLC) at the companion website.
  • Please visit www.routledge.com/cw/migdal to view the form
  • Form of comfort letter (provided by Marriott International) at the companion website. Please visit www.routledge.com/cw/migdal to...