(a) return the hotel known as the Royal Mansour Hotel in Casablanca, Morocco (the "Hotel") to the Claimant with immediate effect;
(b) account for all payments made by it since 31 December 2012 (the date of the first alleged breach of its rental payment obligations under the Management Agreement CGHA entered into on 23 November 1989 (the "ManagementAgreement") with the First Respondent, Trust House Forte Morocco SARL(now known as Woodman Maroc SARL), ("Woodman") as manager of the Hotel and with the Second Respondent, Trust House Forte (UK) Limited (now known as Travelodge Hotels Limited) ("Travelodge") as guarantor); and
(c) refrain from making any payments to any third party (including under the operating agreement (the "Operating Agreement") allegedly entered into between CGHA and its former ultimate parent company Starwood (M) Hotels Inc.) pending the Arbitral Tribunal’s award on liability, save with the consent of the Arbitral Tribunal.
UPON considering the undertakings of the Claimant set out in Schedule A, given to the Arbitral Tribunal and for the benefit of the First Respondent and upon reading the Affidavit referred to in paragraph 8,
WHEREAS, unless otherwise defined, capitalized terms in this Order shall have the meanings set out in the Management Agreement,
IT IS ORDERED THAT:
(a) Within 31 days of the date of this Order, the First Respondent shall hand back the possession, operation and business of the Hotel to the Claimant together with all furniture, fixtures and equipment including kitchen equipment, carpets, curtains, wall covering and other similar movable assets; Loose Equipment and Stocks (other than stationery and similar printed materials bearing the First Respondent’s name or any other names or trade marks then used by the First Respondent in its business) as may then be in existence in relation to the Hotel’s business (the "Handover Date").
(b) Within 14 days of the Handover Date, the First Respondent shall (a) provide to the Claimant a full financial statement, including the closing balance sheet and profit and loss account of the business as at the Handover Date, and (β) account to the Claimant for all payments of whatsoever nature made by the First Respondent since 31 December 2012.
(c) Within 30 days of the Handover Date, the Claimant and the First Respondent shall (a) agree on and provide to the Arbitral Tribunal (or in the absence of agreement the Claimant shall provide to the Arbitral Tribunal) an inventory of Stocks as contemplated by Article 16.1 of the Management Agreement as well as any receivables or cash pertaining to the First Respondents’ management period, and (P) provide to the Arbitral Tribunal a joint Statement of Condition, provided that if the Claimant and the First Respondent cannot agree such a statement, each of them shall provide its own Statement of Condition.
(d) Subject to the provisions of sub-paragraph (e) below, the First Respondent shall take all necessary steps to terminate or assign as at the Handover Date to the Claimant (subject to the Claimant's consent to any assignment) all contracts entered into by the First Respondent with third parties relating to the Hotel, save that all contracts with any member of the Starwood Group shall be terminated and shall not be assigned. Any obligation of the First Respondent that has accrued prior to the Handover Date or that has not been assigned to the Claimant as at the Handover Date shall remain the responsibility and liability of the First Respondent.
(e) The Claimant and the First Respondent shall take all necessary steps to assign by law all existing contracts of employment with the First Respondent relating to the Hotel to the Claimant or to any duly appointed assignee taking over the management of the Hotel (as notified by the Claimant). For the avoidance of doubt, this provision shall not apply to any employees employed or contracted by the Starwood Group or any other third party involved in the operation and management.
(f) The Claimant and the First Respondent shall take all practical measures needed to effect an orderly handover of the Hotel’s business, including with respect to the transition of hotel guest and reservation data.
(g) Subject to and until further determination by the Arbitral Tribunal, the Management Agreement shall be deemed to have been terminated no later than the Handover Date.
(h) Other than as provided therein, this Order shall not affect any rights, remedies, obligations or liabilities of the Parties, including the right to claim damages for any beach of the Management Agreement.
(i) The First Respondent shall desist from making any payments to any party (including under the Operating Agreement between Woodman Maroc Sarl and Starwood (M) Hotels Inc) until the Arbitral Tribunal has issued its final award on liability, save that payments may be made: (α) with the express consent of the Arbitral Tribunal pursuant to an express request for permission to pay notified to the Arbitral Tribunal and the Claimant; or (β) to discharge the First Respondent’s liability to pay reasonable sums for legal advice received or to discharge its liability to pay employees’ wages or utilities’ charges accrued prior to the Handover Date.
(j) The costs of the Application shall be determined by the Arbitral Tribunal in the Final Award
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