Archives

Published on:

22 December 2014

Click here for the latest articles on Hotel Management Agreements.

A version of this article first appeared in Hotel Business Review in December 2014, and this article is reprinted with permission from www.hotelexecutive.com.

 

The shrinking terms of hotel management agreements

Better bargaining position for hotel owners on HMAs

by

Jim Butler and Mark S. Adams | Hotel Lawyers

The relationship between hotel owners and managers continues to evolve. Hotel management agreements historically were long-term. Fifty to sixty year terms were common. However, in the last few years, hotel owners have successfully negotiated shorter contract durations and other more favorable terms, even from the largest and most sought-after major brands. This trend is likely to continue and expand as brands realize that hotel owners have the power to terminate so-called no cut, long-term hotel management agreements, despite contrary provisions in the contract which courts now routinely ignore as a matter of public policy.

The Separation Of Hotel Ownership From Hotel Operations

Trade, pilgrimage, conquest, and adventure have been the driving forces of travel since ancient times. For more than 5,000 years, accommodations for these travelers were provided by inns or monasteries. These lodging facilities were typically owned and operated by the same persons. That ownership pattern still exists today, particularly among mom-and-pop operations or small chains, but more and more, there is a separation of hotel ownership and hotel management.

This trend first gained traction when Kemmons Wilson started the first hotel franchising of Holiday Inns in the 1950s, and picked up momentum in the next couple of decades when hotel operators decided to move hotel real estate off their balance sheets with sale-leaseback transactions, and when hotel investors bought hotels and elected to lease their hotels to professional hotel operators. The separation of ownership and management continued and became the prevalent structure as hotel management agreements were developed in the 1970s and proliferated in the 1980s, 1990s and 2000s, particularly for larger, higher-end hotel properties.

But in the last ten or 15 years the franchise model has become the dominant one, at least by number of branded rooms, and particularly for the rapidly expanded extended stay and select service segments of the industry. Under this model, ownership is separate from branding, and usually a professional (unbranded) hotel management company is a surrogate for the brand.

Ultimately, the separation of ownership and management brought about by this evolution meant that the traditional hotel companies focused more on finding more owners of hotel real estate that they could brand and manage, and the owners of hotel real estate (lacking hotel brand or management capacity) focused on collecting rents or looking to their brand and operator to optimize profits. In other words, the concept of a hotel being owned by one entity and operated by another became a preferred model, whether under a hotel lease, hotel management agreement or a franchise.

Since the 1990s, when some estimate that 60% of the hotel rooms in the U.S. were unbranded, more owners have elected to brand their hotels to access the professional management, finaceability, marketing power and resources of the brands. Today, unbranded hotel rooms probably comprise less than 20% of the hotel rooms in the U.S. This massive shift to the brands further reinforced the separation of hotel ownership from hotel branding and management.

The separation has been facilitated by the fact that hotel guests do not particularly care who owns the title to the hotel real estate as long as the hotel’s physical facilities and service levels meet their expectations and are predictable, satisfactory, clean and safe. Branding was one way to provide assurances of consistency and meeting minimum brand standards. In this evolving dynamic, brands focused on operations, brand standards, and system expansion.  They were less capital-constrained because owners now provide the bulk of capital to build and maintain hotel real estate and related facilities.

The Hotel Management Agreement (“HMA”)

The HMA is one of the clearest separations of ownership and operation. A branded HMA with one of the traditional hotel management companies is typically a long-term agreement between the owner and operator under which the operator is delegated virtual control over the operations of the hotel. The principal provisions in an HMA are, as follows: CONTINUE READING →

Published on:

17 July 2012

Hotels and restaurants are among many other businesses that monitor employees at work through video surveillance, and through employees’ use of company-issued computers and smart phones. While employers gain benefits such as reducing theft, decreasing liability and ensuring safety procedures are followed, employees can feel that this electronic monitoring violates their privacy. In his article below, Mark Adams, a litigator in JMBM’s Global Hospitality Group®, shares with us how courts are ruling in lawsuits that deal with electronic surveillance of employees. He also gives employers advice on how to prevent these lawsuits from happening.

CONTINUE READING →

Published on:

Click here for Simplified Chinese / 简体中文

Click here for Traditional Chinese /繁體中文

Formation of the Chinese Investment Group™

Jeffer Mangels Butler & Mitchell LLP (JMBM) has announced the formation of the JMBM Chinese Investment Group™ to provide legal and business advice for the specialized needs of Chinese investors and Chinese investment in the United States for hotel, real estate, EB-5 and other U.S. investments. We have a dedicated team with great experience for this kind of work.

Here is more information about how this development might help you. Click here to download a PDF of this announcement about the Chinese Investment Group™.

CONTINUE READING →

Published on:

This document is in Traditional Chinese
Click here for English / 英文版

Click here for Simplified Chinese / 简体中文

華人酒店和房地產投資法律顧問集團™是JMBM’s Global Hospitality Group®中一群致力於酒店及房地產律師所組成的專業律師團隊,專為華人在美投資提供入門諮詢。秉持累積自全球1,300 餘件、總值逾600億美元之酒店物業交易專業知識,以及關於一般房地產交易之深厚經驗,本集團提供法律及商務建議,輔導華人投資人進行明智成功的美國酒店及房地產投資。本集團及其可靠專業資源網路,協助華人投資人開發、分析、評估、確認、收購、融資與管理酒店及房地產投資機會。本集團不收取任何仲介費用、獎勵費用、佣金或任何推廣商之付款,並對華人投資者就所有酒店及房地產投資機會提供中立建議。本集團亦代表優質酒店、餐廳及其他房地產業主和開發商為外國投資人,特別是華人投資人,規劃EB-5簽證計畫之投資方案。
代表性客戶及酒店
JMBM長期為如麗晶酒店集團、迪士尼假期俱樂部、Hillwood開發(Ross Perot, Jr.)、米高梅幻象、川普集團及達拉斯市等知名客戶服務。JMBM之銀行客戶包括遠東國民銀行、華美銀行、匯豐銀行、德國北方銀行、瑞典銀行、加州聯合銀行及富國銀行。 JMBM客戶一包含全球眾多酒店開發商及業主,包括美國之W酒店及麗池卡爾登複合用途計畫之最大開發商及業主 。
二十餘年來,JMBM Global Hospitality Group®專致於服務酒店業主、投資者、開發商與借款人。持續與各大酒店品牌及副牌合作,從福朋和假日酒店到萬豪、希爾頓和喜萊登等六十餘家品牌,亦包括費爾蒙、麗池卡爾登、麗晶、 萬麗、洲際、四季及東方文華等高級酒店品牌。

CONTINUE READING →

Published on:

This document is in Simplified Chinese
Click here for English / 英文版

Click here for Traditional Chinese /繁體中文

华人酒店和房地产投资法律顾问集团™ 是JMBM’s Global Hospitality Group® 中一支致力于酒店和房地产项目的专业律师团队,专为华人在美国的投资提供门户。通过使用从超过600亿美元酒店交易中获得的专业知识(涉及全球范围内超过1300处物业),以及在一般房地产交易中积累的大量经验,集团向华人投资者提供法律和商业方面的建议,以帮助其做出在美国的谨慎且具有经济效益的酒店和房地产投资。集团及其可靠的专业资源网络帮助华人投资者识别、分析、评估、估价、获取、资助和管理酒店和房地产机遇。集团并不向任何开发方收取任何中间人费用、奖励费、佣金或付款,并且会向华人投资者提供关于酒店或房地产机遇方面的独立建议。集团也在外国投资者—-特别是华人投资者—-的结构性投资中(利用EB-5签证项目)代表我们所选择的酒店、饭店和其他房地产所有人和开发方。
代表性客户和酒店
JMBM与一些知名的客户具有很长的合作历史了,例如 Regent Hospitality Group、迪士尼度假俱乐部、Hillwood Development (Ross Perot, Jr.)、美高梅金殿梦幻、The Trump Organization和达拉斯之城。JMBM的银行客户包括远东国民银行、华美银行、汇丰银行、德国北方银行有限公司、瑞典银行、加利福尼亚联合银行和富国银行。JMBM也在全球范围内代表很多酒店开发商和业主,包括美国W Hotels and Ritz-Carlton混合使用项目的最大的开发商和业主。
在过去的20多年中,JMBM Global Hospitality Group®专注于服务酒店业主、投资方、开发方和贷方。他们定期与所有主要的酒店品牌及其分品牌合作,例如,从福朋和假日酒店到万豪国际、希尔顿和喜来登,总计超过60个品牌,其中不乏一些高端品牌,例如:费尔蒙、丽嘉、丽晶、万丽、洲际大酒店、四季和东方文华酒店。

CONTINUE READING →