govinfo:USCOURTS-njd-2_23-cv-03169-2

UNITED STATES DISTRICT COURT 
DISTRICT OF NEW JERSEY 
DAYS INNS WORLDWIDE, INC. and 
WYNDHAM HOTELS & RESORTS, INC., 
Plaintiffs, 
v. 
S&S AIRPORT HOTEL, LLC, TOM LIN, 
and FRED CHU, 
Defendants. 
* * 
No. 23-cv-3169 (MEF) (JRA) 
OPINION and ORDER 
* 
For the purposes of this brief Opinion and Order, the Court 
largely assumes familiarity with the facts and procedural 
history of this case. 
* * * 
In 2012, one entity 1 and another entity 2 signed on to an 
agreement. See Statement of Undisputed Material Facts 
("Defendants' SOMF") (ECF 73-10) 'lI 4; Wyndham Plaintiffs' 
Response to the S&S Defendants' Statement of Undisputed Material 
Facts in Support of Summary Judgment ("Plaintiffs' SOMF") (ECF 
82-4) 'lI 4; see also Motion for Summary Judgment, Exhibit C 
("Franchise Agreement") (ECF 73-4). 
Under the agreement, one of the entities 3 was to operate a hotel. 
See Defendants' SOMF 'lI'lI 3-4; Plaintiffs' SOMF 'lI'lI 3-4; see also 
1 
2 
3 
Days Inns Worldwide, Inc. 
S&S Airport Hotel, LLC. 
S&S Airport Hotel, LLC. PageID:
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Complaint (ECF 1) 1 11; Answer and Affirmative Defenses (ECF 10) 
1 11. 
About seven years after the agreement was executed, the parent 
company 4 of one of the parties to the agreement 5 was sued; the 
suit concerned alleged sex-trafficking at the hotel. See 
Defendants' SOMF 11 16-26, 46; Plaintiffs' SOMF 11 16-26, 46. 
* * * 
In light of the above, this case was filed by (i) the parent 
company 6 and (ii) the party to the agreement 7 it sits over. They 
are together called "the Plaintiffs." 
The Plaintiffs sued (i) the hotel operator, 8 plus (ii) two 
individuals. 9 The operator and the individuals are together 
called "the Defendants." 
The Plaintiffs' claim: under the referenced agreement, the 
Defendants are required to make indemnification payments for 
lawyers' fees and costs associated with the sex-trafficking 
lawsuit. See Complaint 11 11-24. 
The Defendants have now moved for summary judgment. 
of Motion for Summary Judgment (ECF 73). 
See Notice 
The motion is denied. 
* * * 
The indemnification provision determines the parties' 
responsibilities. See Days Inns Worldwide, Inc. v. MGH Hosp., 
Ltd., 2026 WL 1329449, at *1-2 (D.N.J. May 13, 2026) And at 
first glance, it seems to require indemnification. 
4 
5 
6 
7 
8 
9 
[The hotel operator-Defendant] will indemnify, defend, and 
hold the Indemnitees harmless . . from and against all 
[l]osses and [e]xpenses, incurred by the Indemnitees for 
Wyndham Hotels & Resorts, Inc. 
Days Inns Worldwide, Inc. 
Wyndham Hotels & Resorts, Inc. 
Days Inns Worldwide, Inc. 
S&S Airport Hotel, LLC. 
Tom Lin and Fred Chu. 
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any . . suit . relating to or arising out of any . 
. occurrence . at . • the [hotel.] 
Franchise Agreement§ 8.1, at 11-12. 10 
The plaintiff in the underlying lawsuit alleges that she was 
trafficked at the hotel. See Defendants' SOMF 1 16; Plaintiffs' 
SOMF 1 16. So it would seem that her "suit" counts as "arising 
out of an [] occurrence at the [hotel] . " 
* * * 
Against this, the Defendants press two counterarguments, and 
seek summary judgment based on them. But neither 
counterargument works. 
* * * 
First, the Defendants invoke the agreement's indemnification 
carve-out for "willful misconduct." See Defendants, S&S Airport 
Hotel, LLC, Tom Lin, and Fred Chu's, Memorandum in Support of 
their Motion for Summary Judgment ("Defendants' Brief") (ECF 73-
7) at 9-14. 
But per the agreement, the carve-out only applies after "a court 
of competent jurisdiction" has made a "final decision not 
subject to further appeal" as to willful misconduct. See 
Franchise Agreement§ 8.1, at 11; see also MGH Hosp., 2026 WL 
1329449, at *2. The Defendants have pointed to no such judicial 
decision here. See id. 11 
10 The agreement defines "Indemnitees" to include, as relevant 
here, the Plaintiffs here --- the party to agreement and its 
parent company. See Franchise Agreement at 28. 
11 The Defendants contend that the "final decision" part of the 
indemnification carve-out has no bearing here because the 
underlying case was settled --- so there was no need for a 
judicial determination as to willful misconduct. But this 
argument was only meaningfully raised in the reply brief. See 
Defendants S&S Airport Hotel, LLC, Tom Lin, and Fred Chu's Reply 
to Plaintiff's Opposition to S&S Defendants' Motion for Summary 
Judgment (ECF 90) at 6-7. So the Court will not consider it 
here. See Specht v. Suarez, 798 F. Supp. 3d 485, 501 n.18 
(D.N.J. 2025) (collecting cases). And in any event, the 
Defendants do too little to advance this argument. They cite no 
cases that meaningfully support it, or any part of the agreement 
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* * * 
Second, the Defendants contend that there is no indemnification 
obligation here because the hotel operator-Defendant did not 
violate the federal statute cited in the underlying sex­
trafficking lawsuit. See Defendants' Brief at 14-18. 
But the indemnification obligation here flows from the part of 
the agreement block-quoted above. And as is apparent from that 
language, the indemnification obligation does not purport to 
turn on whether there has or has not been a violation of a 
statute. 
* * * 
The motion for summary judgment at ECF 73 is denied. 
It is on this 1st day of June, 2026 SO ORDERED. 
Michael E. Farbiarz, U.S.D.J. 
that backs it up. They have not carried their burden. See 
Shields v. Zuccarini, 254 F.3d 476, 481 (3d Cir. 2001). 
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