Hospitality

Design and Construction Agreements

• As a preferred law firm, providing a variety of services associated with the design and construction of an international hotel group’s development and construction projects.
• Represented a Fortune 500 resort developer in the negotiation of design and construction agreements for a $180 million resort in Hawaii.
• Represented a leading hotel development company in the negotiation of design agreements for resorts in Hawaii and California.
• Represented a Fortune 500 hotel company in the renegotiation and amendment of construction agreements to establish new completion dates following the 2008 economic downturn.
• Represented a hotel developer in the negotiation of design and construction agreements for multiple hotels in Atlanta and Memphis.
• Represented a major international hotel developer in the negotiation of construction agreements for resort hotels in Colorado and Arizona.
• Represented one of the world’s largest hotel companies in revising its form design and construction documents for use in its nationwide construction program.
• Represented a contractor in the negotiation and drafting of a contract for the construction of an expansion to the Venetian, a major hotel/gambling renovation project in Las Vegas.
• Represented a hotel owner in the drafting and negotiation of a contract for a multimillion-dollar renovation of a hotel resort in Aruba.
• Prepared engineer/procure/construct agreements for additions to, and replacement of, mechanical and electrical systems at multiple hotels in the U.S.
• Created the development agreements for the design and construction of extended stay hotels in numerous states.
• Created design and construction contracts for public-bond-financed resorts in Savannah and Lake Oconee, Georgia.

Management and Operating Agreements

• Represented InterContinental Hotels Group in the consolidation and amendment of the long-term management agreements for four hotel portfolios owned by Hospitality Properties Trust into one master agreement covering 120 hotel properties.
• Drafted and negotiated the management/operating agreement for an owner of a Georgia coastal hotel. Drafted an operating agreement more favorable to the owner’s investment interests because the operator was not a national chain and did not have its own operating agreement.
• Represented a top-five hotel developer in the negotiation of a construction management agreement and multiple trade contractor agreements for a $400 million St. Regis Bal Harbour multiuse project in South Florida.
• Created construction management agreements for a $200 million office/hotel/condo project in Atlanta.
• Created the construction management agreement for a $120 million timeshare project in Hawaii.
• Created the construction management agreement for a $140 million timeshare project in Colorado.
• Created the construction management agreement for a resort project in the U.S. Virgin Islands.
• Created the construction management agreement for a resort project in California.
• Represented a foreign boutique hotel in the review and redrafting of its existing hotel management agreement in order to address critical issues in U.S. agency and ownership laws.
• In connection with the restructuring of the financing for a 24-hotel portfolio in 11 states for one of the largest lodging companies in the world, managed the renegotiation of the master management agreement for the portfolio.
• Represented the owner/developer of a mixed-use development in negotiating the operating agreement and technical services agreement with a national four-star branding and management company for a hotel and branded residential condominium project.
• Represented a foreclosing lender in the analysis, restructuring, and renegotiation of complicated, manager-biased operating and management agreements in order to secure a more appropriate return to the property owner.
• In connection with other foreclosures and workouts, negotiated and implemented interim management/operating agreements with existing hotel operators to protect the lender/owners’ interests during the transition of ownership.
• Represented the lead bank in the restructuring and ultimate disposition of the iconic Sea Island Resort.

Construction Claims

• Represented a large multinational hotel company in a breach of contract dispute with a general contractor engaged to renovate six hotels in California.
• Represented a contractor in connection with extra work, delay, and disruption claims arising out of the construction of a luxury hotel in Santa Monica, California. Obtained a settlement of the client’s claims in the midst of the (then) longest arbitration proceeding in the history of the American Arbitration Association.
• Represented a client in a $40 million arbitration in connection with the construction of a 23-story hotel in San Diego and termination of the contractor.
• Represented a general contractor in an action arising from a hotel modernization and expansion project to recover an $800,000 contract balance, extras, and prompt payment penalties. Recovered the entire amount sought, including attorneys’ fees.
• Defended a hotel developer and operator against a $10 million claim filed by its general contractor on two related hotel projects.
• Represented a Fortune 500 hotel developer in litigation in the U.S. Virgin Islands arising from delays and defects in the construction of a luxury resort hotel.
• Represented a top-five hotel developer in litigation in Florida arising from the construction of a resort hotel in the Caribbean.
• Represented a hotel developer in multiparty litigation in federal court arising from delays and defects in the construction of a hotel in Atlanta.
• Represented a hotel developer in multiparty litigation in Georgia state court arising out of a contractor’s default and abandonment of a hotel project and the resulting delays, incomplete work, lien claims, and surety claims.
• Represented a general contractor against claims that renovations made to a luxury resort hotel in San Diego County failed to meet Americans with Disabilities Act requirements.
• Represented a resort developer in litigation involving more than $8 million in cost overruns on a project in Georgia.
• Represented a steel fabrication subcontractor in claims arising out of delays and disruptions to the fabrication and erection of structural steel on the Baha Mar resort development in the Bahamas.

Financing

• Represented a national investment bank in the origination of a $365 million mortgage loan to a national hotel REIT secured by five hotel properties in Washington, Florida, California, Pennsylvania, and Texas. The loan included a subground leasehold financing for one property, which included negotiating a ground lease estoppel and a subground lease estoppel, and the negotiation of the collateral assignment and subordination of a tax increment financing loan structure from one of the hotel owners and a local municipality. The loan was included in a single-asset securitization.
• Represented a national bank in the origination of a $68 million CMBS loan secured by a hotel, conference center, and underground parking facility in Raleigh, North Carolina. The project included a ground lease, two layers of leasehold condominiums (a master condominium and sub-condominium of one of the master condominium units), and a further ground lease of one of the sub-condominium units.
• Represented a real estate investment management company as the special servicer of a CMBS trust in the workout of a defaulted mortgage loan on a hotel property in New York City. The workout was particularly complex because a subordinate mezzanine loan secured by equity in the property was also in default.
• Represented the lender in the origination of a $180 million loan secured by the landlord’s interest in a hotel property in Denver leased to a tenant pursuant to an NNN ground lease. Given the novel nature of a CMBS financing secured by a leased-fee interest, our representation also included a complex negotiation of the ground lease as well as negotiation of various agreements with the hotel operator.

Ownership and Entity Transactions

• Represented the owner/branded manager of a four-star hotel in the sale of a majority interest in the ownership LLC and negotiated new joint venture, management, and sale documents to effect the transfer.
• Represented a major insurance company in the restructuring of its joint venture agreement relating to a major hotel in the Buckhead area of Atlanta.
• Represented InterContinental Hotels Group in the restructuring of numerous joint ventures and partnerships and in the redemption of the interests of partners and institutional investors.
• Represented the seller of the hotel components of three mixed-use projects in the Southeast in a steps transaction structured to avoid adverse tax consequences.
• Served as counsel to a $310 million hospitality fund of institutional investors that include state and local pension plans and university endowments.
• Served as counsel to a hotel REIT in an initial public offering of $1.1 billion and follow-on public offering of $1 billion.
• Served as counsel to a hotel REIT in an ongoing initial public offering of $1.1 billion.
• Served as counsel to a hotel REIT in a $450 million merger.

Mixed Use

• Provided counsel to The Related Companies on the Grand Avenue Project, a $1.8 billion mixed-use development in the civic and cultural center of downtown Los Angeles, with a new civic park, significant streetscape improvements along Grand Avenue, and 2,060 residential units, 225 hotel rooms, up to 479,500 square feet of retail space, and up to 600,000 square feet of commercial office space. Secured entitlements and California Environmental Quality Act (CEQA) compliance for the project.
• Advised Rottman-Froman Communities on Oak Canyon Ranch, a master-planned retirement/ destination community in Calaveras County, California, consisting of 2,275 homes, golf courses, and resort facilities on 3,000 acres. Assisted our client in obtaining land use entitlements and permits and CEQA/NEPA clearance from the county, U.S. Fish and Wildlife Service, and Army Corps of Engineers. Also advised our client on environmental compliance and litigation, debt and equity financing, various real estate transactions, land exchange for a major county thoroughfare, and endangered species/wetlands.
• Provided counsel to Pacific Theaters Corp./Robertson Properties Group on the development of various retail and entertainment centers throughout Southern California, including centers in Los Angeles, Anaheim, Ventura, Thousand Oaks, and Huntington Park. Representation of these affiliated companies included work that has encompassed the redevelopment of the historic Cinerama Dome Theater at Sunset Boulevard and Vine Street, which involved historic preservation and redevelopment issues.
• Represented the Autry National Center in securing CEQA clearance and other land use entitlements for new gallery space in the City of Burbank as part of our client’s plan to supplement its well-known museum in Griffith Park in Los Angeles. We also secured an important appellate court decision for the Autry that allows the Autry to exhibit a greater number of pieces from its American Indian Collection at its Griffith Park Museum in the City of Los Angeles. Overcoming opposition from a local neighborhood group, our team persuaded the court of appeal that review was not required for the Autry’s project under CEQA.
• Advised AREA Property Partners on the redevelopment of two city blocks on Sunset Boulevard in West Hollywood by an international real estate fund manager, with hotel, residential towers, and street-front retail and restaurants. Provided land use and environmental counsel for the client’s Sunset Millennium project, as well as other projects throughout Southern California, including the City of Oxnard.
• Provided counsel to Centrum Properties Inc. / 8801 Sunset Boulevard on the redevelopment of the former Tower Records site on Sunset Boulevard in West Hollywood by a national real estate developer, including retail and office uses, a health facility, and signage rights.

Employee Benefits and ERISA

• Defended one of the largest global entertainment companies in a Department of Labor (DOL) audit of its 401(k) plan without any penalties imposed or changes in practices required.
• Defending one of the world’s largest hospitality companies in a DOL audit.

Customer Loyalty Programs, Gift Cards, and Related Areas

• Advised one of the world’s largest hospitality brands on the implementation and operation of its customer loyalty program, as well as unclaimed property risks and issues associated with its gift card program, payments to both domestic and foreign travel agents, and other aspects of its business, for more than 10 years.
• Advised four separate major destination resort operators on unclaimed property issues associated with their businesses, including advising three of them through Delaware and multistate unclaimed property audits and an ongoing Delaware Voluntary Disclosure proceeding, for more than 10 years.
• Represented dozens of major restaurant operators and retailers in structuring their gift card programs, loyalty programs, and promotional programs, and in multistate unclaimed property audits and voluntary disclosures.
• Provided advice and rendered numerous legal opinions on the application of sales tax and unclaimed property laws to loyalty, award, and promotional card programs, and gift card, gift certificate, and merchandise return certificate/card programs, including virtual and mobile app.

Intellectual Property and Privacy & Data Security

• For a major international hotel operator, advising on trademark filing, use, and enforcement strategies worldwide, including the review and analysis of trademark clearance searches in the U.S. and abroad.
• Analyzing and defending myriad hospitality companies against suits brought by nuisance nonpracticing entities, aka “patent trolls.”
• Evaluating, analyzing, and mapping of intellectual property assets to direct consumer goods and hospitality companies to properly identify, value, and exploit IP assets.
• Lead counsel to an international hospitality service provider in the negotiation of comprehensive global agency of record agreements with international advertising agencies for advertising services, including digital advertising and media buy services.
• Representing a major global hospitality provider in connection with privacy counseling, both domestic and international, including advising on all aspects of its privacy program (such as marketing, consumer notices, privacy impact assessments, and vendor management) and conducting internal privacy training.
• North American privacy counsel to a leading hospitality services provider, developing its U.S., Canada, and Mexico global privacy program and assisting with privacy projects impacting each jurisdiction.
• Providing regular, ongoing comprehensive GDPR-related services to numerous clients, including the world’s largest provider of technology services in the hospitality industry and one of the world’s largest hotel chains.
• Counsel to Four Seasons Hotels in a putative class action arising out of an alleged payment card breach. Obtained dismissal without leave to amend the complaint for lack of personal jurisdiction.

Bankruptcy

• Represented an international hotel chain in more than 150 franchisee bankruptcy cases in approximately 40 different jurisdictions throughout the U.S., including issues of license enforcement, termination, and rejection and recovery of pre-petition, administrative period, and liquidated damages claims. We regularly participate in trials, evidentiary hearings, depositions, and mediations on behalf of the client on these matters.
• Representing an international hotel chain in all or a substantial portion of its franchisee bankruptcies.
• Representing a wholesale supply chain services company as the largest unsecured creditor and committee member in the RMH Franchise cases pending in the U.S. Bankruptcy Court for the District of Delaware, in which 159 Applebee’s restaurants filed Chapter 11.