Fight for Your Right to ... Quiet

An organization's annual conference arrangements are frequently made many years in advance, and much of the planning involves determining the conference city, selecting the hotel, and negotiating guest and conference room rates. Most conference organizers will likely visit the hotel ahead of time to evaluate the desirability of the location and generally confirm that the facility will meet the needs of the organization, but few even think about the potential for future noise and disruption. However, a hotel that is serenely quiet during a site visit in 2008 might not be that way during a conference held three or four years later. Indeed, more than a few groups have arrived for their big meeting only to learn that unexpected major hotel renovations are under way, and no one can sleep due to the din of power tools; or that the keynote speaker cannot be heard over the sounds of a raucous celebration by the group using the ballroom next door.

The key to avoiding such disasters is to carefully read the text of the contract before you sign. Many hotel contracts contain no protections at all against renovations and noise, whereas others may include only vague and discretionary protections against construction noise or noise from other hotel patrons. You must be proactive in including stronger statements protecting your use of the hotel, and never rely completely on your first impression of the facility.

There are many ways in which to draft a so-called "quiet enjoyment" clause. Some clauses are drafted to simply ensure that a hotel will be reasonably quiet during your conference, while others might go so far as to guarantee that, where the facility is not quiet and the conference has been disrupted, an organization will receive extra concessions or some form of monetary damages.

The type of quiet enjoyment clause inserted into a hotel contract is always a matter of bargaining, and the clause can be weak or strong, depending upon the contract drafting skills and bargaining power of the parties. A quiet enjoyment clause providing some modest protection against outside distractions might read as follows:

Hotel warrants that there will be no outside distractions that could affect the ordinary use of assigned meeting rooms, sleeping rooms, or other facilities to be used by Group and its meeting attendees. Hotel shall use its best efforts to mitigate any distractions or interference with quiet enjoyment that may arise, and shall negotiate in good faith to resolve any concerns raised by the Group.

While this clause is a good start, it could be made much stronger by specifying an amount of liquidated damages or concessions in the event the hotel fails to control noise during the conference, as well as by adding language requiring the hotel to promise not to assign any space adjacent to your organization's conference rooms to any group that is reasonably anticipated to generate noise sufficient to detract from your organization's functions.

Below is an example of a narrow contract clause that is often inserted by hotels and that protects in only a limited way against noise and disruptions due to construction or remodeling:

Hotel may from time to time undertake a remodeling or construction project at its facilities. In performing such remodeling and/or construction project, the Hotel will take appropriate steps to ensure the Group's use of the facilities will not be materially adversely affected by such remodeling and/or construction work.

If you are offered such a clause, use it as a base for adding more protections. For example, the clause can be strengthened by requiring the hotel to affirmatively notify an organization of planned construction within 30 days of a decision by the hotel to have construction. A particularly strong quiet enjoyment clause will also allow cancellation of the contract without penalty, if conference organizers determine, in their reasonable judgment, that anticipated construction or renovation plans will interfere with the success of the conference.

Noise mitigation is an important issue to the success of any meeting, and there are options available to you in situations where quiet enjoyment is not provided. These options, however, are limited to the text of the contract you signed with the hotel. Unless you are skilled in contract law, legal counsel can be very helpful in tailoring a strong quiet enjoyment clause to best fit your conference needs and ensure you are not left with a major headache due to unexpected noise upon arrival.

Jennifer Hitchon, Esq., is an attorney with the law firm of Powers, Pyles, Sutter & Verville, P.C., in Washington DC. She can be reached at (202) 466-6550 or at [email protected]

Originally published May 01, 2008

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