Contracts: The Basics
Presented by
Barbara F. Dunn Partner
Barnes & Thornburg, LLP
Moderated by
Zachary Chouteau Content Director, Features and News
Meetings Focus
Wednesday, November 6, 2013
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Housekeeping
Thank you to our Webinar Sponsors:
Today’s Speaker:
Barbara F. Dunn Partner
Barnes & Thornburg, LLP
Learning Objectives
• Identify the requirements to form a contract and approaches to
drafting and revising contracts.
• Understand the mechanics of rate protection, room attrition, food and
beverage attrition and cancellation fee provisions.
• Describe the importance of other issues to address in hotel contracts
such as force majeure and indemnification provisions.
Contracts:
The Basics
©Copyright 2013. Barbara F. Dunn, Esq., Partner, Barnes & Thornburg LLP, Atlanta, Chicago, Delaware, Indiana, Los Angeles, Michigan,
Minneapolis, Ohio and Washington DC. All rights reserved under both Pan-American and international copyright conventions. No reproduction of
any part may be made without the prior written consent of the copyright holder.
Presented by:
Barbara F. Dunn, Esq.
Partner
Barnes & Thornburg LLP
• Current Negotiating Climate
• Anticipate the “What Ifs” During Contract Negotiation
• Work Hard to Make the Contract Support Your Position
• Troubleshoot…Troubleshoot… Troubleshoot
• It’s Always Easier (and Cheaper) to Keep You Out of Trouble
than to Get Your Out of Trouble
• Offer
• Acceptance/Counteroffer
• Authority to Contract
• Consideration
• Capacity
Contract Basics
• Unilateral Action
• Incorporation by Reference
• Illusory Promises
• It's Only a Tentative
• Prevailing Party Attorneys' Fees
Hotel Contracts Overview - Clauses to Watch
• Revised Contract
• Contract Plus Addendum
• Revisions on Contract
Approaches to Revising Hotel Contracts
• Rates
– Lowest/Best Rates
– Surcharges
• Commissions/Rebates
Important Provisions to Include in Hotel Contracts
• Attrition – Rooms
– Calculation of Fee
– Treatment of Resold Rooms
– Information and Documentation
– Effect on function space or complimentary concessions
– The “No Attrition Fee” provision
– Alternative Approaches to Handling Attrition
• Attendee “Charge-Backs”
• Corporate Rates
Important Provisions to Include in Hotel Contracts
• Attrition – Food and Beverage
– Calculation of Fee
– Guaranteed Dollar Amount
– Sponsored Events
Important Provisions to Include in Hotel Contracts
• Cancellation Fee
– Calculation of Fee
– Sliding Scale
– Treatment of Resold Rooms
– Mutual Cancellation Fee
Important Provisions to Include in Hotel Contracts
• Rights to Cancel without Liability
• Force Majeure – Acts of God
• What’s on the “grocery list”?
• What has to happen to performance?
• What about attrition fees, lower rates if group
performs?
Important Provisions to Include in Hotel Contracts
• Rights to Cancel without Liability
• Change in Management Company
• Construction/Renovations
• Strikes involving Hotel Labor
• Financial Difficulties at Hotel
• Deterioration in Quality
• Dependence on Other Facilities
Important Provisions to Include in Hotel Contracts
• Rights to Cancel without Liability
• Other Provisions
– Walking
– Liquor Liability
– Americans With Disabilities Act
– Indemnification
Important Provisions to Include in Hotel Contracts
• Common Problems:
– Reservations
– Walking
– Attrition
– Double-booking of function space
– Ongoing Construction
Performing the Contract: Troubleshooting and Dispute Resolution
What Else Is On Your Mind?
For questions or additional information,
please contact Barbara directly at
[email protected] or (312) 214-4837
Barbara F. Dunn Partner
Barnes & Thornburg, LLP [email protected]
Zach Chouteau
Content Director, Features and News
Meetings Focus [email protected]
Questions?
Our TAKE 10 feature, offered either on our website or via our Webinar
Wrap e-newsletters, provides answers to some of the key questions we just
did not have time to get to during today’s webinar. Look for an email coming
soon!
Upcoming Events – Contracts: Advanced
presented by: Barbara Dunn - Wednesday, November 20th at 1pm Eastern.
On Demand - Also available for you to view at any time.
Visit (www.meetingsfocus.com/webinars) today learn more, register and
Watch Now!
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Contracts: The Basics
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