Extract to table

a separate legal entity with its own management-fee arrangement, and that any ambiguity must be construed against Verimark as the drafter under the doctrine of contra proferentem

" Third, Coastal Palms invokes the doctrine of contra proferentem, arguing that Verimark, as the franchisor, drafted the FLAs and that any ambiguity in the GRR definition must therefore be construed in favor of the franchisee

To hold otherwise would render the "regardless of the entity" clause surplusage, violating the cardinal rule of contract construction that every provision must be given meaning and effect

" The revenues need not be collected at the hotel; the revenues must merely be derived from or attributable to the rental of guest rooms that are located at the hotel

Each of the 22 FLAs contains an express no-waiver clause, which provides in pertinent part that the failure of either party to enforce any provision of the agreement shall not constitute a waiver of the right to enforce that provision or any other provision in the future

The FLA places the reporting burden squarely on the franchisee, who is required to submit accurate monthly GRR reports