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Hospitality
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Dana Kravetz
T. 310.564.2670
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Michelman & Robinson, LLP (M&R) has a robust Hospitality Industry Affinity Group (IAG), comprised of attorneys from five different practice areas working in concert to service various sectors of the hospitality industry. This multi-disciplined group of lawyers has unparalleled experience in counseling, litigating and handling transactional matters for hotel, resort, restaurant, and food & beverage company owners, operators, managers, franchisers, franchisees, developers and financiers. 

M&R attorneys advise management on business start-up, day-to-day operations, corporate governance and complex financial and business issues. Our Corporate attorneys guide clients through the nascent stages of their business’s formation, including the structuring of the business entity, to strategic partnerships. We advise on limiting liability and separating assets and operations as it relates to intellectual property, employees, real estate holdings and operational services. Our attorneys are experienced with mergers and acquisitions, negotiating purchase and sale agreements, and leasing and licensing contracts. Further, we provide counseling on licensing, compliance and regulatory issues.

Our Labor and Employment attorneys counsel our hospitality clients on drafting employee handbooks, workplace audits, benefits and compensation packages, executive employment agreements, employment practices, liability insurance and workplace safety. We have successfully negotiated with unions on behalf of hotel and restaurant clients, and we have handled labor disputes, including multi-employer groups, in collective bargaining negotiations. As tenacious, aggressive litigators, we have a proven track record handling high-exposure lawsuits involving wage and hour disputes, and harassment and discrimination claims, often in a class action capacity.

Our seasoned Intellectual Property attorneys provide tactical advice and counseling on domestic and foreign branding issues, brand protection, IP registration and policing, trademark and copyright negotiation and litigation, in addition to unparalleled representation during domain name disputes.

Our Commercial & Business Litigation attorneys have represented nearly every four and five star hotel in California, as well as numerous upscale properties in other states and countries. Our attorneys often handle high stakes cases totaling hundreds of millions of dollars involving hotels, resorts and restaurants. Typical issues include restaurant-related premises liability disputes, personal injury cases, contract disputes and vendor issues on behalf of large groups. We also frequently represent food and beverage distributors in litigation involving route and customer infringement, national distribution contract disputes, and supply and service agreements.   

Attorneys from our Real Estate Department frequently review and analyze property specific issues including title, leasing/tenancy and financing matters. We represent borrowers and lenders in loan transactions, and sponsors and investors in structuring and documenting limited liability company and partnership vehicles for investment in hospitality real estate. Further, we counsel insured parties with respect to title insurance claims, lien and ownership priority, easement rights, mechanic’s lien rights, adverse possession, and other prescriptive right, and accretion/erosion issues that arise for our hospitality clients.

We are actively involved with prominent hotel and restaurant trade associations. We are members of the California Hotel & Lodging Association, Hotel Association of Los Angeles, Hotel Council of San Francisco, Resort Hotel Association, California Restaurant Association, Golden Gate Restaurant Association and New York State Restaurant Association. We are frequent speakers and panelists at national and regional hospitality industry conferences and events, and we regularly publish articles in prominent hospitality trade magazines and newsletters. As industry authorities, we study current trends shaping the hospitality business landscape and always help our clients make decisions with their long-term business goals in mind. 

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Areas Of Expertise

  • Apprenticeship Regulations

    Apprenticeship and internship requirements have been highly topical lately. Our attorneys understand current wage and hour regulations relating to apprenticeship programs, and we advise clients on creating educational work systems that are compliant with all federal and state laws.

  • Branding, Trademark & Domain Name Disputes

    With vast experience handling the full spectrum of IP matters, we represent our hospitality clients in trademark, copyright and trade secret matters. Our attorneys work closely with hotels and restaurants to strategize on branding, as well as to protect existing brands. We routinely draft cease and desist (C&D) letters and conduct oppositions and cancellations before the Trademark Trial & Appeal Board (TTAB).  We navigate clients through domain name disputes, including filing complaints pursuant to the Uniform-Name Dispute-Resolution Policy (UDRP).

  • Contract Relations

    We have vast experience drafting and negotiating buy-sell agreements and management contracts. Our expertise concerning hotel and restaurant construction matters is unparalleled. We negotiate and monitor contracts, and are tenacious litigators when disputes arise.

  • Cyber Security & Data Breach Protection

    We have expertise on how members of the hospitality industry can implement procedures and policies to safeguard against cyber-attacks and effectively respond to a data breach in the unfortunate event that one should occur. Because these attacks can be both external as well as internal, we emphasize training employees on best practices that can significantly cut down on the risk of exposing sensitive customer and employee information. We continue to monitor developments in this rapidly-evolving field.

  • Employee Relations & Litigation

    We draft, review and negotiate employment contracts and separation agreements for executives, management, partnerships and consultants, including non-disclosure and trade secret agreements and covenants.

    Our attorneys frequently perform workplace audits, investigations and compliance reviews, and create handbooks, operations manuals and executive employment contracts. We routinely conduct training sessions and help our hospitality clients structure their organizations so as to maximize efficiency. Further, we have vast expertise representing hotels in Department of Labor (DOL) and Office of Federal Contract Compliance Programs ( OFCCP) audits and actions. We regularly engage in labor arbitrations and collective bargaining negotiations. 

    We have unmatched success in litigating wage and hour matters (including class actions); termination disputes; and discrimination, harassment and unfair competition cases.

  • Gratuity & Tipping Issues

    With minimum wage increases already taking effect around the country, and the threat of tip credit-related lawsuits, many in the restaurant and hotel industries are rethinking the use of tipped-based compensation models for their employees. Our attorneys are vigilant in tracking alternative payment programs at restaurants throughout California, and advise clients on drafting cutting-edge payment structures that benefit restaurant owners, employees and customers while remaining compliant with state and federal laws.

  • Hotel Management Agreements

    Our attorneys work with hotel owners and managers to carve out hotel management agreements (HMAs) that best protect our clients’ interests. We routinely review these contracts to ensure compliance when our clients seek to make changes in their business operations that affect their owner/operator relationship, and we assist in legally terminating these HMAs when it becomes necessary for the health of the business.

  • Hotel Safety & Liability

    We have an unmatched track record obtaining favorable results in premises and general liability matters for hospitality clients. Our attorneys have been involved in scores of high-profile multi-million dollar lawsuits, obtaining summary judgments or nominal settlement amounts on behalf of our hotel clients.

  • Hotel Sales & Acquisitions

    Our attorneys assist clients in assessing opportunities and completing sales and acquisitions. We have represented some of the most prominent hotels in the world in sophisticated and complex transactions.

  • Individual & Institutional Investors

    We have navigated individuals and institutional investors through complex transactions involving hotel and restaurant acquisitions, development, financing, management and operations and loan workouts.

  • Managing Millennials

    Our attorneys understand the unique challenges faced by hotel and restaurant owners and operators when faced with an influx of Millennial Generation employees and guests as population demographics change. We provide counsel to clients on what considerations need to be taken into account when recruiting and retaining new millennial talent, making them cognizant of the potential legal implications of unwittingly kowtowing to some of these employees’ most common workplace expectations.

  • Minimum Wage Issues

    With California regulators leading the way on implementing minimum wage hikes, our attorneys have examined the ramifications for hotel and restaurant owners from both an operational and legal standpoint. We use this expertise to counsel clients on how to prepare for the changing wage and hour landscape while keeping profits intact.

  • Online Privacy Issues

    We are intimately aware of the California Online Privacy Protection Act (B&P section 22575-579) and advise clients on how to maintain compliance. We additionally draft online privacy policies for hoteliers and represent clients when they are in violation of the Act.

  • Post-Incident Evidence Preservation

    We routinely advise hotel and resort property owners on what they can do to protect themselves from tragic accidents that result in costly, drawn out litigation. We also counsel hotel owners on devising and implementing training programs to educate staff on best practices for preserving evidence at the scene of an incident.

  • Property Development

    Our restaurant clients are landlords and tenants who hold leases for restaurants, and food and beverage service outlets. We routinely negotiate and structure complex leasing agreements from both the landlord and tenant side for restaurants, bars, eateries and other food concepts. 

  • Real Estate Litigation

    With a recognized track record of litigating hospitality real estate matters, our attorneys regularly represent joint venture management teams in membership/partnership disputes. We counsel and advise insured parties with respect to title insurance claims, including bona fide purchaser/encumbrance status, lien and ownership priority; easement rights; mechanic’s lien rights; adverse possession and other prescriptive rights; and accretion/erosion issues. 

    We represent parties in commercial lease disputes, including eviction and forcible detainer actions, and rights of first refusal matters. We are highly experienced in handling eminent domain disputes, including litigation regarding fair market value, right to take disputes, urban redevelopment issues and relocation.

  • Regulatory Compliance

    Liquor licensing and regulation involves federal, state and local governmental authorities. Our Hospitality attorneys help clients to obtain, renew and transfer alcoholic beverage and liquor licenses. We work closely with businesses to ensure compliance with all liquor laws. When licensing and permit issues arise, our attorneys are prepared to resolve potential disputes and administrative matters in a timely and cost-effective manner.

  • REITs

    We have represented hotel REIT clients in mergers and acquisitions, structured debt financings, joint ventures and other strategic transactions. We have specific expertise in hotel REITs when significant complex corporate, tax and partnership issues arise.

  • Restaurant, Food & Beverage

    By representing companies across multiple segments within this industry, our attorneys have built long-term relationships with top industry leaders and offer a full range of legal services. We provide counseling on business startups, strategic partnerships, mergers and acquisitions, joint ventures, financing, refinancing, distribution, real estate, leasing, workouts and restructurings, corporate services, trademark and branding. Our attorneys have counseled established, award-winning and nationally-acclaimed chefs and restaurateurs across the nation. 

    We also work with national and regional food and beverage wholesalers and distributors in transactional, operational and litigation issues. Cases have involved software infrastructure, route and customer infringement, national distribution and supply contract disputes.

  • Vendor Disputes

    We have expertise negotiating, preparing, and reviewing agreements, and resolving disputes between and vendors and hotels and restaurants. 

The following is a select sampling of our representative matters:

  • Counseling & Negotiation: M&R attorneys successfully counsel and negotiate on behalf of hospitality clients in contract disputes and general employment matters, including executive compensation, terminations and best employment practices.
  • Employment/Sexual Assault: Plaintiff was allegedly touched inappropriately by a hotel employee. M&R was retained to defend the global hotel corporation against negligent hiring and premises liability claims arising from the purported incident. Successfully negotiated a resolution after demonstrating that there was no negligence by the client.
  • Executive Employment Agreements: We routinely prepare executive employment agreements involving industry-specific compensation packages for national hotels and restaurant, food and beverage companies.
  • Joint Venture: Successfully negotiated joint venture for food and beverage client with one of Hollywood’s historic hotels, leading to opening of a unique food, beverage and recreational concept in California.
  • Labor Relations: We have defeated several union organizing campaigns, handled labor arbitrations and served as lead labor counsel on strikes and in collective bargaining negotiations for a number of major national and international hotel and restaurant chains.
  • Landlord-Tenant Dispute: Obtained a favorable resolution of a landlord-tenant dispute between an overstay guest who had obtained tenancy rights and hotel owner/operator.
  • Litigation: After a child fell from a hotel room window, the family sued the hotel claiming it was the window that caused the fall and not that the parents failed in their supervision. Obtained summary judgment on the client’s behalf. In the same case, secured a court order requiring the out-of-state plaintiffs to post a $75,000 bond as security for defense costs, and the trial court awarded $17,000 in costs to client.
  • Litigation: Obtained favorable result for hotelier in a case of alleged bed-bugs in a hotel by prevailing on a demurrer to the fraud cause of action and motion to strike punitive damages.
  • Litigation: Prevailed on numerous ex parte applications on discovery and pre-trial issues and obtained favorable settlement in contentious premises liability litigation concerning injury to a child from falling out a hotel window.
  • Mergers & Acquisitions: Represented a well-known hotel and gaming corporation in the acquisition and disposition of gaming, hotel and other hospitality properties.
  • New Market Tax Credits:  Represented developer Full Spectrum of NY, LLC and My Image Studios Inc., in the closing of a $21 million New Markets Tax Credit financing that provided the debt and equity to build a 20,000 square foot African and Hispanic restaurant, production facility and arts and culture center in Harlem, New York. Led a team of multi-disciplinary lawyers (including real estate, banking , tax and finance counsel) in structuring the deal, which included senior and junior debt, sale of tax credits for equity, and additional capital from the investors. Reviewed and coordinated numerous legal documents including loan agreements, corporate reorganizational documents, a building and construction agreement and a tax opinion on the structure of the deal.
  • Premises Liability for Hoteliers: After prevailing on summary judgment in a case where a hotel restaurant patron was allegedly bit by a spider in an outdoor patio, secured award of nearly all of defendant’s litigation costs.
  • Property Loss at Hotel: Obtained early settlement by drafting demurrer and motion to strike where the complaint alleged property loss from a hotel room above the recoverable statutory minimum under the applicable California hotel law.
  • Purchase and Licensing: Represented client in purchase of an alcoholic beverage business and assisted in obtaining licensing and distribution rights.
  • Purchase of Alcoholic Beverage Business: Represented a client in the purchase of an alcoholic beverage business, which later acquired licensing and distribution rights as a strategy to enhance the brand.
  • Restaurant Formation: On behalf of owner operators and chef owners, M&R formed and structured numerous restaurant businesses by counseling on structure and financing, securing necessary licensing (alcohol), furniture, fixtures and equipment to start the enterprise. Additionally, M&R was instrumental in negotiating executive compensation, management and consulting, and various forms of brand and intellectual property licensing agreements.
  • Restaurant Purchase: Represented one of the most prominent restaurateurs in Hungary in the $1.8 million purchase of a Downtown Los Angeles restaurant. Navigated multiple complex issues in closing the transaction, including: restructuring purchase terms to ensure satisfaction of the secured creditors and bulk sales law; obtaining a waiver and amendment of a recapture provision in the lease; and negotiating more favorable terms for the client at closing, including a $500,000 discount on the purchase price.
  • Restaurant Refinancing: M&R advised restaurateur in securing additional financing to complete restaurant build-out when poor budgeting and design and construction flaws halted project. Successfully recovered funds from consultants through litigation.
  • Restaurant Sale: Negotiated on behalf of and advised owner of a multi-unit restaurant business through successfully obtaining financing from a private equity fund.

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