November 19, 2025|Franchise Frontlines
November 19, 2025 | U.S. District Court for the District of Massachusetts | Unpublished Opinion
Executive Summary
In an unpublished opinion, Judge Indira Talwani granted in part and denied in part a motion to amend a complaint filed by hotel guests who alleged negligence after a fall at the Sonesta Maho Beach Resort in Sint Maarten. According to the opinion, the plaintiffs sought to add multiple new defendants, including Sonesta Licensing Corporation and Sonesta Franchise Corp., asserting both direct and vicarious liability theories. The Court held that amendment would be futile as to direct liability because the summary judgment record established that the franchisor did not own or possess the foreign property. However, the Court allowed the plaintiffs to proceed on a vicarious liability theory at the pleading stage, emphasizing that the licensing and franchise relationships described in the proposed amended complaint could not yet be evaluated without discovery. The Court also denied amendment as to certain foreign entities for lack of personal jurisdiction, finding insufficient contacts with Massachusetts. The ruling did not determine liability but permitted limited claims to move forward for further factual development.
Relevant Background
According to the opinion, the plaintiffs alleged that while staying as guests at the Sonesta Maho Beach Resort in June 2023, one plaintiff fell on a stairway that allegedly lacked handrails and contained a broken step. The plaintiffs asserted that no signs or warnings alerted them to any hazard and that the resort undertook repairs, including installing handrails, the day after the accident. The plaintiffs initially sued Sonesta International Hotels Corp. on the theory that it owned and operated the resort. Sonesta International moved for summary judgment, arguing that another entity owned the property and that the plaintiffs had not disputed this fact. In September 2025, the Court granted summary judgment for Sonesta International on the negligent premises claim.
Following summary judgment, the plaintiffs moved to amend their complaint to add new entities, including Sonesta Licensing, Sonesta Franchise, and three Sint Maarten corporations allegedly involved in the operation or ownership of the resort. The plaintiffs alleged that Sonesta affiliated entities granted licenses and franchises for the use of Sonesta branding at the property and maintained various forms of association with the resort. They asserted theories of negligence, negligent failure to warn, vicarious liability, and loss of consortium. Sonesta opposed the proposed amendments, arguing they were futile because the record foreclosed any viable claim against the franchisor parties.
Decision
The Court denied the request to add direct liability claims against the Sonesta franchisor entities. The Court explained that it had already granted summary judgment to Sonesta International based on uncontested facts establishing that a separate Sint Maarten company owned the resort. The proposed amended complaint did not allege new facts that could plausibly support a theory that any of the Sonesta Entities owned or possessed the property. Because Massachusetts negligence law imposes premises liability duties on owners or possessors, the Court held that amendment of the direct liability claims would be futile.
The Court reached a different conclusion regarding vicarious liability. The franchisor defendants argued that their licensing agreement demonstrated they did not control the resort or the stairway at issue. The Court held that this argument could not be resolved at the motion-to-amend stage, because the licensing agreement was produced by Sonesta International prior to the close of discovery, and the newly added franchisor entities had not yet been parties to the litigation. The Court noted that plaintiffs alleged that Sonesta Licensing and Sonesta Franchise participated in additional franchise or licensing agreements and that the single agreement referenced by Sonesta could not alone resolve whether an agency relationship existed. The Court concluded that, accepting the allegations as true for purposes of Rule 12, the plaintiffs had plausibly alleged a vicarious liability claim against the Sonesta franchisor entities, subject to further factual development.
The Court dismissed the claims against three Sint Maarten entities for lack of personal jurisdiction. The Court explained that the Massachusetts long-arm statute imposes specific statutory limits that were not satisfied. The opinion noted that these foreign entities did not own property, operate offices, or solicit business in Massachusetts, and the plaintiffs did not allege facts showing that their claims arose from any business transaction in Massachusetts. The Court therefore held that amendment to add those defendants would be futile.
The Court also permitted the plaintiffs’ loss-of-consortium claim to proceed because it was derivative of the surviving vicarious liability claim.
Looking Forward
This decision highlights several points relevant to franchisors while remaining tied to the specific allegations in the opinion. The Court’s dismissal of direct liability claims reinforces the importance of maintaining clear separation between franchisors and franchisees or licensees, particularly in international hospitality contexts where ownership and operational responsibilities may involve multiple entities. The opinion also illustrates that at early pleading stages, courts may allow vicarious liability theories to proceed when the factual record has not yet been developed, even where a franchisor maintains that it does not control day-to-day property conditions. Under different factual circumstances or after discovery, courts may evaluate these issues differently.
The Court’s personal jurisdiction analysis underscores that foreign operating entities in a franchise network are not automatically subject to suit in U.S. courts based solely on their association with a U.S.-based franchisor. The opinion suggests that jurisdictional arguments may remain an important part of litigation strategy in international franchise disputes. Finally, the Court’s approach to amendment reflects that, when evaluating proposed claims early in litigation, courts often defer factual determinations until discovery clarifies the nature of relationships among franchisor, franchisee, and affiliated entities.
This article is based solely on the opinion of the Court in this matter. The author has not conducted any independent investigation into the facts. For the avoidance of doubt, each statement related to the law and facts in this article is drawn from the Court’s opinion in this case.
Thomas O’Connell is a Shareholder at Buchalter APC and Chair of the firm’s Franchise Practice Group. For questions about this article or media inquiries, you can contact Tom at toconnell@buchalter.com.
This communication is not intended to create, and does not create, an attorney-client relationship or any other legal relationship. No statement herein constitutes legal advice, nor should it be relied upon or interpreted as such. This communication is for general informational purposes only and is not a substitute for legal counsel. Readers should not act or refrain from acting based on any information provided without seeking appropriate legal advice specific to their situation. For more information, visit www.buchalter.com.
