Choice Hotels International, Inc. v. C ROC HURP, LLC, et al.

District Court, D. Maryland·Decided August 7, 2026·No. 8:25-cv-01371·Unknown

Opinion

IN THE UNITED STATES DISTRICT COURT FOR THE DISTRICT OF MARYLAND

CHOICE HOTELS INTERNATIONAL, INC. * * Plaintiff, * * v. * Case No. 8:25-cv-01371-PX * C ROC HURP, LLC, et al., * * Defendants. * * ****** REPORT AND RECOMMENDATIONS

This “Report and Recommendations” addresses the “Request for Judgment by Default” (the “Motion”) and memorandum of law in support thereto, (ECF Nos. 16, 16-1), filed by Plaintiff Choice Hotels International, Inc. (“Choice Hotels” or “Plaintiff”). Initially, Plaintiff brought a lawsuit under the Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 9 and 9/13" style="color:var(--green);border-bottom:1px solid var(--green-border)">13, to seek confirmation of an arbitration award and entry of judgment against Defendants C ROC HURP, LLC (“Defendant C ROC”), Meenesh Bhoola, Prakash Bhoola, and Rajendra Jariwala (collectively, “Defendants”). (ECF No. 1 (“Complaint”)). Pursuant to 28 U.S.C. § 636 and Local Rule 301 (D. Md. 2025), the Honorable Paula Xinis referred this matter to me to author a report and to make recommendations. (ECF No. 17). I do not believe that a hearing is necessary. See Local Rule 105.6 (D. Md. 2025). For the reasons set forth below, I ultimately recommend that Plaintiff’s Motion be GRANTED IN PART, DENIED IN PART, resulting in damages being awarded only as set forth herein. I. FACTUAL AND PROCEDURAL BACKGROUND

A. Factual Background

1. The Franchise Agreement

Plaintiff is a publicly-traded hotel franchising company incorporated under Delaware law with its principal place of business in North Bethesda, Maryland. Plaintiff franchises hotels domestically and internationally under its trademarks, brand marks, names, and systems. (Complaint, ¶ 1; ECF No. 19-2). On June 27, 2018, Defendant C ROC, by and though Defendants Meenesh Bhoola, Prakash Bhoola, and Rajendra Jariwala, as guarantors and members of C ROC HURP LLC, executed a Franchise Agreement (“Agreement”) with Choice Hotels. (Complaint, ¶ 6; ECF No. 19-2, pp. 2, 34, 39-42). By signing the Agreement, Defendants acknowledged that they were bound by its terms and conditions. (ECF No. 19-2, p. 34). In addition, Defendants became bound by the arbitration clause of the Agreement, which required them to resolve any controversy or claim arising out of or relating to the Agreement through “final and binding arbitration in the state of Maryland before either the American Arbitration Association, J.A.M.S., or National Arbitration Forum….” (Complaint, ¶ 6; ECF No. 19-2, p. 23). 2. Monthly Royalty Fees, System Fees, Other Fees, and Commissions Required by the Agreement

By entering into the Agreement, Defendants agreed to pay monthly Royalty Fees, System Fees, other fees, and commissions as fixed percentages of the preceding-month’s “Gross Room Revenues.”1 (ECF No. 19-2, p. 4). Royalty Fees were 6% of the preceding-month’s Gross Room

1 The term “Gross Room Revenues” is defined as “all revenues from the rental, sale, use or occupancy of any of the Rentable Rooms, for whatever purpose….” (ECF No. 19-2, p. 2). Gross Room Revenues include cash and credit transactions and proceeds from business interruption insurance, but exclude taxes required by law, revenues from Revenues. System Fees were 3.5% of the preceding-month’s Gross Room Revenues subject to increase in accordance with inflation and cost adjustments. (Id.). Other fees and commissions could be reasonably charged by Plaintiff in accordance with the Agreement’s terms. (Id.). This arrangement was to continue through 20 years after the Opening Date, which is the date that the Defendants began to rent any portion of the “Rentable Rooms.”2 (ECF No. 19-2, p. 3).

When making their monthly payments, the Defendants were also required to submit accurate reports of the Gross Room Revenues. (ECF No. 19-2, p. 4). These monthly reports helped Plaintiff track the Defendants’ payments. (Id.). If the Defendants failed to timely submit reports, the Agreement stipulated that various penalties might apply. In particular, the Plaintiff would collect a late fee in the amount of 1.5% of the previous-month’s monthly fees. (Id.). Plaintiff reserved the right to terminate the Agreement if Defendants defaulted on their material obligations. (ECF No. 19-2, pp. 13-14). Default could result if Defendants failed to pay fees within 10 days of receiving a written notice of default, or upon Defendants’ receipt of multiple notices of default. (Id.). In addition, Defendants were obligated to pay liquidated damages to

Plaintiff upon termination of the Agreement as calculated according to §10(d)(2) of the Agreement. (ECF No. 19-2, p. 15). 3. Arbitration Award Related to Unpaid Fees, Interest, Liquidated Damages, and Arbitration Costs

Plaintiff alleges that it sent Defendants a notice of default on September 2, 2020, because Defendants failed to timely make monthly payments. (Complaint, ¶ 9). On October 22, 2020, Plaintiff issued another notice of default. (ECF No. 19-2, p. 43). The notice stated that Defendants

telephone calls, movie rentals, vending machines, room service, and food and beverage sales. (Id.). 2 The term “Rentable Rooms” is defined as “the Sleeping Rooms and the Meeting Rooms, collectively.” (ECF No. 19-2, p. 1). There are 82 rentable Sleeping Rooms. (Id.). The remaining Rentable Rooms are Meeting Rooms used for meetings, conferences, and banquets. (Id.). had to pay all outstanding amounts within 10 days of the notice’s date to cure the default. (Id.). Plaintiff issued a notice of termination effectively terminating the Agreement on April 15, 2021, due to Defendants’ failure to cure the initial notice of default. (ECF No. 19-2, p. 46). Plaintiff initiated arbitration proceedings with the American Arbitration Association, and

an arbitrator held a preliminary hearing on May 29, 2024. (ECF No. 1-2, p. 1). Defendants failed to appear despite sufficient notice. (Id.). Defendants failed to submit any documents, and the arbitrator based his decision on evidence presented by Plaintiff, including the Affidavit of Plaintiff’s Senior Corporate Credit Manager, Gery Brown. (Id.). On September 4, 2024, the arbitrator found that the Defendants’ breach warranted Plaintiff’s termination of the Agreement, and that Defendants jointly and severally owed Plaintiff $251,147.96 for unpaid fees, plus $157,542.56 for interest on those fees, and $134,185.89 for liquidated damages, resulting in a total amount of $542,876.41. (ECF No. 1-2, p. 2). In addition, the arbitrator found that Defendants were to bear the arbitration costs totaling $5,825.00 ($4,400.00 for administrative fees of the American Arbitration Association and $1,425.00 for compensation of the arbitrator), which Defendants were

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Choice Hotels International, Inc. v. C ROC HURP, LLC, et al., (D. Md. 2026).

Choice Hotels International, Inc. v. C ROC HURP, LLC, et al. (Choice Hotels International, Inc. v. C ROC HURP, LLC, et al.) — published by Counsel Stack Legal Research, free access to 12M+ legal documents.

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