You are on page 1of 6

Carren B. Shulman, Esq. Blanka K. Wolfe, Esq.

SHEPPARD, MULLIN, RICHTER & HAMPTON LLP 30 Rockefeller Plaza New York, NY 10112 Telephone: 212-653-8700 Facsimile: 212-653-8701 Attorneys for Marriott International, Inc. UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK In re: INNKEEPERS USA TRUST, et al., Debtors. Chapter 11 Case No. 10-13800 (SCC) Jointly Administered

MARRIOTT INTERNATIONAL, INC.'S RESPONSE TO DEBTORS' SIXTH OMNIBUS OBJECTION TO CLAIMS (WRONG DEBTOR CLAIMS) Marriott International Inc. ("Marriott"), a creditor and party-in-interest in this case, by and through its undersigned counsel, hereby submits this response (the "Response") to the Debtors' Sixth Omnibus Objection to Claims (Wrong Debtor Claims), dated April 20, 2011 [Docket No. 1129] (the "Objection"), filed by Innkeepers USA Trust and its affiliated debtors and debtors-in-possession (collectively, the "Debtors"). In support of this Response, Marriott states as follows: BACKGROUND 1. On July 19, 2010 (the "Petition Date"), the Debtors filed voluntary petitions for

relief under chapter 11 of title 11 of the United States Code (the "Bankruptcy Code"). 2. The Debtors continue to operate their businesses and manage their properties as

debtors-in-possession, pursuant to sections 1107 and 1108 of the Bankruptcy Code.

W02-EAST:7JNS1\200388293.4

-1-

The Marriott Agreements 3. Marriott is a party to franchise agreements (the "Franchise Agreements") for the

operation of forty-three hotels under brands owned by Marriott (the "Hotels") with certain of the Debtors (each, a "Franchisee Debtor"), and owner agreements (the "Owner Agreements") with certain other Debtors (each, an "Owner Debtor") in connection with each of the Franchise Agreements. 4. Pursuant to the Franchise Agreements, the Franchisee Debtors are required to pay

Marriott certain fees due thereunder and in accordance with the terms set forth therein. 5. In the event of a default by a Franchisee Debtor under its Franchise Agreement,

Marriott has the right, pursuant to the Owner Agreements, to seek recovery directly against the applicable Owner Debtor. 6. Specifically, each of the Owner Agreements provides, in relevant part: If Franchisor declares Franchisee to be in default under the Franchise Agreement, Franchisor may enforce the Franchise Agreement directly against Owner as if Owner were the Franchisee under the Franchise Agreement, and Owner shall perform, or cause to be performed, the provisions of the Franchise Agreement. . . . Owner Agreements at 9(A).1 7. Additionally, in connection with each of the Franchise Agreements, Marriott

entered into guaranty agreements (the "Guaranty Agreements", and together with the Franchise Agreements and the Owner Agreements, the "Marriott Agreements") with Grand Prix Holdings LLC (the "Guarantor Debtor") in which the Guarantor Debtor guaranteed prompt payment and performance by the Franchisee Debtors under each of their respective Franchise Agreements. The Owner Agreements are confidential business information between Marriott and the Debtors, and are not attached hereto. Upon information and belief, the Debtors have copies of the Owner Agreements, and are available by request of Marriott's undersigned counsel.
1

W02-EAST:7JNS1\200388293.4

-2-

8.

Specifically, each of the Guaranty Agreements provides, in relevant part: Upon default by Franchisee and notice from Franchisor, Guarantor will immediately make each payment and perform each obligation required by Franchisee under the Agreement. Franchisor may extend, modify or release any indebtedness or obligation of Franchisee, or settle, adjust or compromise any claims against Franchisee without notice to Guarantor and any such action shall not affect the obligations of Guarantor under this Guaranty.

Guaranty Agreements at 2.2 9. Thus, the Franchisee Debtors, the Owner Debtors and the Guarantor Debtor are

jointly and severally liable for any defaults under the Franchise Agreements. Marriott's Claims 10. On October 29, 2010, Marriott filed 50 proofs of claim (the "Claims") against the

Debtors for money due, owing and unpaid under the Franchise Agreements, seeking recovery for the Claims jointly and severally from the Franchisee Debtors (the "Franchisee Claims"), the Owner Debtors (the "Owner Claims") and the Guarantor Debtor (the "Guarantor Claim"). Each of the Franchisee Claims encompasses amounts due under several Owner Claims, and the Guarantor Claim encompasses all amounts due under the Franchisee Claims. 11. Specifically, Marriott filed the following Claims: (i) The Franchisee Claims Claim No. 1477 1479 1491 1504 1507 Debtor Grand Prix Fixed Lessee LLC Grand Prix Floating Lessee LLC Grand Prix General Lessee LLC Grand Prix RIGG Lessee LLC Grand Prix RIMV Lessee, LLC Amount $734,216.96 $499,211.38 $55,985.92 $84,339.52 $45,522.19

The Guaranty Agreements are confidential business information between Marriott and the Debtors, and are not attached hereto. Upon information and belief, the Debtors have copies of the Guaranty Agreements, and are available by request of Marriott's undersigned counsel.

W02-EAST:7JNS1\200388293.4

-3-

(ii)

The Owner Claims Claim No. 1379 1395 1455 1468 1470 1472 1473 1474 1475 1481 1483 1484 1486 1488 1489 1490 1493 1494 1495 1497 1498 1499 1501 1502 1505 1506 1508 1509 1511 1512 1513 1514 1515 1516 1518 1519 1520 1521 1522 1523 1524 1525 Debtor Grand Prix Grand Rapids LLC Grand Prix Ontario LLC Grand Prix Bothell LLC Grand Prix Campbell / San Jose LLC Grand Prix Cherry Hill LLC Grand Prix Chicago LLC Grand Prix Denver LLC Grand Prix Englewood/Denver South LLC Grand Prix Addison (RI) LLC Grand Prix Ft. Lauderdale LLC Grand Prix Altamonte LLC Grand Prix Fremont LLC Grand Prix Arlington LLC Grand Prix Ft. Wayne LLC Grand Prix Gaithersburg LLC Grand Prix Atlanta (Peachtree Corners) LLC Grand Prix Horsham LLC Grand Prix Lexington LLC Grand Prix Montvale LLC Grand Prix Livonia LLC Grand Prix Richmond (Northwest) LLC Grand Prix Mountain View LLC Grand Prix Richmond LLC Grand Prix Portland LLC Grand Prix Shelton LLC Grand Prix Lynnwood LLC Grand Prix San Mateo LLC Grand Prix Saddle River LLC Grand Prix San Jose LLC Grand Prix Louisville (RI) LLC Grand Prix Bellevue LLC Grand Prix Sili I LLC Grand Prix Binghamton LLC Grand Prix Atlanta LLC Grand Prix Sili II LLC Grand Prix Harrisburg LLC Grand Prix Atlantic City LLC Grand Prix Troy (Central) LLC Grand Prix Troy (SE) LLC Grand Prix Tukwila LLC Grand Prix Windsor LLC KPA RIMV, LLC -4Amount $182,705.93 $54,229.18 $23,024.83 $13,786.10 $17,714.76 $37,119.00 $38,475.44 $19,470.58 $21,543.82 $18,140.69 $12,449.71 $11,601.23 $20,154.49 $25,209.05 $25,840.44 $19,022.50 $13,375.68 $11,691.43 $92,211.02 $14,935.59 $16,745.30 $23,750.06 $9,301.35 $16,042.43 $15,661.67 $24,202.23 $32,822.29 $28,999.54 $22,502.90 $11,761.19 $19,062.70 $52,053.39 $12,234.16 $39,852.97 $55,515.94 $49,300.71 $43,509.15 $25,288.73 $16,757.61 $21,247.25 $13,935.30 $45,522.19

W02-EAST:7JNS1\200388293.4

1526 1527 (iii)

KPA RIGG, LLC KPA Tysons Corner RI, LLC

$84,339.52 $55,985.92

The Guarantor Claim Claim No. 1492 Debtor Grand Prix Holdings LLC Amount $1,416,275.97

12.

On April 20, 2011 the Debtors filed the Objection seeking to expunge and

disallow the Owner Claims and the Guarantor Claim as "Redundant Claims." The Objection leaves the Franchisee Claims as Marriott's sole claims against the Debtors. RESPONSE 13. The Debtors mistakenly identify the Owner Claims and the Guarantor Claim as

"redundant" of the Franchisee Claims. However, pursuant to the Marriott Agreements, upon default under any of the Franchise Agreements, Marriott has the right to recover the amounts due under such Franchise Agreement from the applicable Owner Debtor or the Guarantor Debtor. Each of the Franchisee Debtors, the Owner Debtors and the Guarantor Debtor separately obligated itself to pay all outstanding amounts due under the applicable Franchise Agreements, and they are all jointly and severally liable for any defaults under the Franchise Agreements. Accordingly, the Owner Claims and Guarantor Claim are not redundant of the Franchisee Claims, but are based on a separate contractual obligations under the Owner Agreements and the Guarantor Agreements. 14. Contrary to the concerns raised in the Objection, Marriott is not seeking multiple

recoveries on the same claims. Instead, Marriott is seeking to recover only once for the Debtors' defaults under the Franchise Agreements, and has asserted claims for such defaults against each party that is obligated to pay for such defaults. To the extent that the Claims are not paid in full by the Franchisee Debtors, Marriott has the contractual right to recover against the applicable

W02-EAST:7JNS1\200388293.4

-5-

Owner Debtor and the Guarantor Debtor for amounts due under the applicable Franchise Agreement. As there has been no indication that the Franchisee Debtors will be paying their unsecured claims in full, Marriott has valid claims against the Owner Debtors and the Guarantor Debtor for the defaults under the Franchise Agreements.3 As such, the Owner Claims and the Guarantor Claim should not be expunged. CONCLUSION WHEREFORE, Marriott respectfully requests that the Court (i) overrule the Objection; and (ii) grant such other and further relief as may be just and proper. Dated: May 16, 2011 New York, New York

Respectfully submitted, SHEPPARD MULLIN RICHTER & HAMPTON LLP /s/ Carren B. Shulman Carren B. Shulman, Esq. Blanka K. Wolfe, Esq. 30 Rockefeller Plaza New York, New York 10112 Telephone: 212-653-8700 Facsimile: 212-653-8701 E-mail: cshulman@sheppardmullin.com bwolfe@sheppardmullin.com Attorneys for Marriott International, Inc. .

To the extent any of the Franchisee Claims are satisfied in full, whether or not in connection with the assumption of any of the Franchise Agreements, the obligations of the Owner Debtors and the Guarantor Debtor for such claims will be satisfied, and Marriott will amend or withdraw the applicable Owner Claims and the Guarantor Claim as necessary.

W02-EAST:7JNS1\200388293.4

-6-