The North American members of Best Western Hotels and Resorts refused to turn the company from a non-profit model into a for-profit company. The company`s 16 brands have more than 300,000 guest rooms in more than 4,500 homes. “Best Western Hotels and Resorts has asked its North American members to consider transforming the corporate structure of a non-profit affiliate model into a for-profit business in which members become shareholders. The members` vote has decided not to accept the proposed change,” the company said in a statement. “We will continue to focus on earning more revenue than our member hoteliers and providing our customers with exemplary service.” According to the general principles of the contract, a selection clause of the Forum may lead to the waiver of any objection to personal jurisdiction, provided the defendant agrees to be bound. Holland Am. Line Inc. v. Wartsila N. Am., Inc., 485 F.3d 450, 458 (9 cir 2007); S.E.C. v. Ross, 504 F.3d 1130, 1149 (9.
Cir. 2007) (finding that the courts accepted personal jurisdiction when the party took some kind of affirmative action – adopting a forum selection clause, filing an application, filing a complaint – which asked the court to bring the case with the parties.” Burger King Corp. Rudzewicz, 471 U.S. 462, 473, 14, 105 pp. Ct. 2174, 85 L Ed. 2d 528 (1985). A forum selection clause “represents the agreement of the parties on the most appropriate forum.” Atl. Marine Constr. Co. v.
U.S. Dist. Court for W. Dist. Texas, 571 U.S. 49, 63, 134 P. Ct. 568, 187 L Ed. 2d 487 (2013).
A court should object to the application of a judicial selection clause “in exceptional circumstances that have nothing to do with the comfort of the parties.” Adema Techs., Inc. v. Wacker Chem. Corp., 657 F. App`x 661, 662 (9th Cir 2016). “The application of the selection clauses for valid forums negotiated by the parties protects their legitimate expectations and promotes the vital interests of the judicial system.” Atl. Navy, 571 USA with 63. In a recently closed case, in which the applicant, Best Western International Incorporated (the “applicant”) brought an action against Twin City Lodging LLC, Percy Pooniwala and Santha Kondatha, in which several grounds were invoked regarding the termination of a Best Western affiliate contract (the “affiliate agreement”) and in which the defendants argued that the complaint should be dismissed because Best Western had not complied with the requirements of the Minnesota franchise disclosure of the Minnesota Franchise Act on the sale of the franchise to Twin City Lodging LLC, the court refused to decide that the affiliate agreement was unenforceable because the simple terms of the Minnesota Franchise Act state that the law applies only to franchisors and franchisees, and the court found that the applicant was not a franchisor , since the complaint clearly identified the plaintiff as a not-for-profit corporation and never identified the plaintiff as a franchisor or the defendant as a franchisor. , instead, describes the applicant as a member organization.