Ex parte Associated Hotels
| Decision Date | 10 April 1928 |
| Docket Number | 12422. |
| Citation | 142 S.E. 600,144 S.C. 483 |
| Parties | Ex parte ASSOCIATED HOTELS. v. ASSOCIATED HOTELS. FT. SUMTER HOTEL CO. |
| Court | South Carolina Supreme Court |
Application by Associated Hotels in the original jurisdiction of the court for a writ of prohibition staying further action in a certain ejectment proceeding instituted by the Ft. Sumter Hotel Company against the Associated Hotels. Writ issued.
The agreement and memorandum referred to in the opinion are as follows:
Agreements.
Oct 28, 1926.
Ft Sumter Hotel Company. 30 East Forty-Second St., New York City. Gentlemen: We agree to operate your property for a period of six months from the date of acceptance of this agreement, or November 1, 1926, whichever is the later, with the understanding that from the gross receipts of such operation there shall be deducted and paid the following:
1. All normal operating expenses, including replacement advertising, payments to Wanamaker on furniture and any other normal expense incurred.
2. Interest on first mortgage bond issue; also taxes and insurance.
3. Six per cent. interest on second mortgage, and all other secondary financing.
We shall advance all funds, in our opinion necessary, to the operation of the hotel.
It is definitely understood that we assume no obligation to pay any other charges except those which are in our opinion essential to the operation of the hotel, and it is further understood that any such advances shall be returned to this company out of the first gross receipts.
After all operating and fixed charges have been paid as above set forth, the balance, if any, shall be considered net profit of which we shall receive for our services an amount equal to 50 per cent. of the net profit, and the balance or remaining 50 per cent. shall be returned to yourselves. It is understood that no other supervision charge shall be made for our services.
We understand that your present resident manager is Mr. W. A Senna. We are preparing to continue Mr. Senna in that capacity so long as his services are in our judgment an asset to the property, and satisfactory to all parties concerned. It is understood that so long as Mr. Senna works under our direction he shall receive a salary of $500 per month, and all other employees of the hotel will receive salaries similar to those paid by other hotels of this company of like size and importance.
You will be furnished with our detailed monthly operating statement and copies of our daily reports; all records and books to be kept in accordance with the accounting system approved by the New York Hotel Association. Such records and books will be open for inspection at all times to any of your authorized representatives.
We understand that the furniture in the Ft. Sumter Hotel at the present time, except kitchen equipment and silver, was purchased from the Wanamaker Company under an arrangement whereby periodical rental payments are made to be applied upon the purchase price. We desire to state that we will endeavor to satisfy the Wanamaker Company. However, it is understood that should in event the furniture be withdrawn from the hotel by the Wanamaker Company, that we will have no redress or claim against you, occurring through such an action.
We understand that it is impossible for you to guarantee our continued possession of the hotel. Further, we agree that this agreement entered into shall be subject to either actual sale or foreclosure, provided, however, that we shall be notified 30 days in advance in case of a private sale of the property.
We shall give bond for the safely keeping of all goods and moneys coming into our hands through the operation of the hotel and the conduct of its business, "except usual wear and tear on building and equipment therein." The amount of the bond to be mutually agreed upon.
This agreement may be extended for any further period upon the mutual consent of the parties hereto.
The hotel will enjoy advantages such as increased purchasing power and careful check on every department.
By Geo. M. Crump, Vice President.
Accepted and approved October 29, 1926:
Ft. Sumter Hotel Company,
By J. J. Killeen, Vice President.
Memorandum.January 22, 1927.
From W. I. Hamilton to George M. Crump.
Subject: Conference with Mr. Berenson regarding Ft. Sumter Hotel.
In accordance with our arrangement, I spent an hour with Mr. Berenson and present herewith a summary of my understanding of the agreements arrived at.
A. The manager's special account covering pay roll and minor purchases, is to be kept in the same bank as heretofore, and the regular routine as prescribed in our regulations will be followed in its use.
B. A new account is to be opened in a New York Bank to be known as Checks on this account covering the heavy expenditures are to be vouchered in the Richmond office, signed by a representative of the William Foor Company and sent to New York for countersignature by Mr. Berenson as trustee, together with creditor's invoice. Checks are to be honored by the bank only on the signature of an officer of the William Foor Hotel Operating Corporation, and Mr. Berenson or Mr. Berenson's nominee.
C. I explained to Mr. Berenson that the purchase control system adopted by us was in principle the same as is used in other chain organizations and had been adopted for use in our chain from the system in use in the Bommer-DuPont Hotels. The purchase system prescribed for all our managers is to be followed.
D. Mr Berenson is to engage at his discretion any auditor to go over the records of the transactions relating to Ft. Sumter Hotel, and such auditor is to have complete access to any of our records regarding the hotels. It is definitely agreed that copies of his reports are to be filed with our corporation, so that all parties concerned may be working on the same...
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