UNITED STATES DISTRICT COURT 

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

)

BAYMONT FRANCHISE SYSTEMS, INC., )

)

Plaintiff, )

)

v. ) No. 20-cv-04385

) Hon. Marvin E. Aspen

JANNAT PROPERTIES, LLC, et al., )

)

Defendants. )

MEMORANDUM OPINION AND ORDER

MARVIN E. ASPEN, District Judge:

Presently before us are two motions to dismiss. First, Defendant Mohammed Hmeidan’s 

motion to dismiss for lack of personal jurisdiction and “based on case facts submitted.”1

(Hmeidan’s Motion to Dismiss (“Hmeidan’s MTD”)) (Dkt. No. 40)). Second, Defendant Safa 

Alghanem’s motion to dismiss, which argues that her name was “wrongly added” to this action.

(Motion Notifying Court (“Alghanem’s MTD.”) (Dkt. No. 37)). For the reasons that follow, 

both motions are denied.

BACKGROUND

The following facts are taken from the Complaint unless otherwise specified.

Plaintiff is a Delaware corporation with its principal place of business in Parsippany, 

New Jersey. (Complaint (“Compl.”) (Dkt. No. 1) ¶ 1.) Jannat Properties, LLC (“Jannat”) is a 

limited liability company organized and existing under the laws of Illinois, with its principal 

1 We construe, as Plaintiff did, Hmeidan’s motion as a motion to dismiss “for lack of personal 

jurisdiction, pursuant to Federal Rules of Civil Procedure 12(b)(2) and 12(b)(6).” (Response to 

Hmeidan’s MTD (“Resp.”) (Dkt. No. 51) at 1.) 
2

place of business at 4163 South Shore Drive, Mason, Ohio 45040. (Id. ¶ 2.)2 Defendants

Mohammed Hmeidan (“Hmeidan”) and Safa Alghanem (“Alghanem”)3 are the constituent 

members of Jannat and are citizens of Ohio, who share the address at 4163 South Shore Drive, 

Mason, Ohio 45040. (Id. ¶¶ 3–5.) 

On or about March 17, 2016, Plaintiff and Jannat entered a franchise agreement (the 

“Franchise Agreement”) whereby Jannat agreed to operate a 68-room Baymont® guest lodging 

facility in Fairborn, Ohio, for a twenty-five-year term. (Id. ¶¶ 10, 12.) On or about that same 

date, Plaintiff and Jannat entered into a SynXis Subscription Agreement (the “SynXis 

Agreement”), which governed Jannat’s access to and use of certain computer programs, 

applications, features, and services. (Id. ¶ 11.) Jannat also agreed to other terms under the 

Franchise Agreement and the SynXis Agreement, including the requirement that it make certain 

periodic payments to Plaintiff for royalties, system assessments, taxes, interest, SynXis fees, and 

other fees (the “Recurring Fees”). (Id. ¶ 13.) 

In connection with the Franchise Agreement, Jannat, Hmeidan, and Alghanem made an 

Initial Fee Note in the amount of $21,000 (the “Note”). (Id. ¶ 23.) Additionally, effective as of 

the date of the Franchise Agreement, Hmeidan and Alghanem provided Plaintiff with a guaranty 

of Jannat’s obligations under the Franchise Agreement (the “Guaranty”). (Id. ¶ 20.) Pursuant to 

the Guaranty, Hmeidan and Alghanem agreed to cover “each unpaid or unperformed obligation 

of [Jannat] under the [Franchise] Agreement.” (Id. ¶ 21.) 

2 Hmeidan contends that Jannat “has been registered in the state of Ohio” and “was dissolved 

with the State of [Illinois].” (Hmeidan’s MTD ¶ 1.) 

3 The parties spell Defendant Safa Alghanem’s name inconsistently in the various motions and 

pleadings in this matter. Here, we spell her name as it appears in the case caption. 
3

On or about March 15, 2018, Jannat terminated the Franchise Agreement by ceasing to 

operate the Baymont® facility. (Id. ¶ 26.) Plaintiff then demanded that Jannat pay $136,000 as 

liquidated damages for premature termination under the Franchise Agreement, as well as pay

outstanding Recurring Fees and charges. (Id. ¶ 27.) On July 27, 2020, Plaintiff sued Defendants 

to recover damages for the alleged breach of the Franchise Agreement and Guaranty. (See 

Compl. ¶¶ 28–59.) 

Plaintiff alleges that we have subject matter jurisdiction over this action under 28 U.S.C. 

§ 1132, because Plaintiff and Defendants are citizens of different states and the amount in 

controversy exceeds $75,000. (Id. ¶ 6.) Plaintiff pleads that venue is proper in this District and 

that we have personal jurisdiction over Jannat by virtue of the forum-selection provision in 

section 17.6.3 of the Franchise Agreement, as amended by paragraph 2 of the Addendum to the 

Franchise Agreement Pursuant to Illinois Law (the “Addendum”):

Section 17.6.3 of the Franchise Agreement is amended by providing that all 

litigation by or between you and us, arising directly or indirectly from the franchise 

relationship[] shall be commenced and maintained in the state courts of Illinois or 

the United States District Court for Illinois with the specific venue, in either court 

system, determined by appropriate jurisdiction and venue requirements. 

(Addendum (Dkt. No. 1-1, Ex. A) ¶ 2); Compl. ¶¶ 7, 9.)

Plaintiff also alleges that we have personal jurisdiction over Hmeidan and Alghanem 

because Hmeidan and Alghanem acknowledged in the Guaranty that they were personally bound 

by section 17 of the Franchise Agreement. (Compl. ¶ 8.) The Guaranty states that Hmeidan and 

Alghanem guarantee Jannat’s obligations under the Franchise Agreement “including any 

amendments will be punctually paid and performed,” and that they “acknowledge that Section 17 

of the Agreement, including Remedies, Venue, Dispute Resolution, and Waiver of Jury Trial, 

applies to this Guaranty.” (Guaranty (Dkt. No. 1-1, Ex. C).) 
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LEGAL STANDARD

I. Hmeidan’s Rule 12(b)(2) Motion to Dismiss

Federal Rule of Civil Procedure 12(b)(2) calls for dismissal where a court lacks personal 

jurisdiction over a party. Fed. R. Civ. P. 12(b)(2). A complaint need not include facts alleging 

personal jurisdiction, but when a defendant moves to dismiss under Rule 12(b)(2), the plaintiff 

bears the burden of demonstrating personal jurisdiction over the defendant. N. Grain Mktg., LLC 

v. Greving, 743 F.3d 487, 491 (7th Cir. 2014); Purdue Research Found. v. Sanofi–Synthelabo, 

S.A., 338 F.3d 773, 782 (7th Cir. 2003). In determining whether personal jurisdiction exists, we 

accept all well-pleaded allegations in the complaint as true. Felland v. Clifton, 682 F.3d 665, 

672 (7th Cir. 2012). We may consider affidavits or other evidence in opposition to or in support 

of our exercise of jurisdiction. Purdue Research, 338 F.3d at 783. We resolve factual conflicts 

in the supporting materials in the plaintiff’s favor. Id.

We “may not exercise personal jurisdiction over a nonconsenting, out-of-state defendant 

unless the defendant has ‘certain minimum contacts with [Illinois] such that the maintenance of 

the suit does not offend traditional notions of fair play and substantial justice.’” N. Grain Mktg.,

743 F.3d at 492 (quoting Int’l Shoe Co. v. State of Wash., Office of Unemployment Comp. &

Placement, 326 U.S. 310, 316, 66 S. Ct. 154, 158 (1945)); Kohler Co. v. Kohler Intern., Ltd., 196 

F. Supp. 2d 690, 696 (N.D. Ill. 2002). Simply contracting with a party based in Illinois is not 

enough to establish the required minimum contacts. TruServ Corp. v. Flegles, Inc., 419 F.3d 

584, 589 (7th Cir. 2005). However, “personal jurisdiction is waivable” and “parties can, through

forum selection clauses and the like, contract around” it. Id. (quoting RAR, Inc. v. Turner

Diesel, Ltd., 107 F.3d 1272, 1280 (7th Cir. 1997)). “Waiving objections to personal jurisdiction 

via a valid forum selection provision renders any examination of the defendant’s contacts with 
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the forum state unnecessary.” LKQ Corp. v. Thrasher, 785 F. Supp. 2d 737, 742 (N.D. Ill. 

2011). “[A] valid forum-selection clause, even standing alone, can confer personal jurisdiction.” 

Heller Fin., Inc. v. Midwhey Powder Co., 883 F.2d 1286, 1292 n.4 (7th Cir. 1989) (citing Burger 

King Corp. v. Rudzewicz, 471 U.S. 462, 472 n.14, 105 S. Ct. 2174, 2182 n.14 (1985)). 

II. Hmeidan’s and Alghanem’s Rule 12(b)(6) Motions to Dismiss

A motion to dismiss under Rule 12(b)(6) is meant to test the sufficiency of the complaint, 

not to decide the merits of the case. McReynolds v. Merrill Lynch & Co., 694 F.3d 873, 878

(7th Cir. 2012); Gibson v. City of Chi., 910 F.2d 1510, 1520 (7th Cir. 1990). In evaluating 

a motion to dismiss, we “construe the complaint in the light most favorable to the plaintiff, 

accepting as true all well-pleaded facts alleged, and drawing all possible inferences in her 

favor.” Tamayo v. Blagojevich, 526 F.3d 1074, 1081 (7th Cir. 2008).

A court may grant a motion to dismiss under Rule 12(b)(6) only if a complaint lacks 

enough facts “to state a claim for relief that is plausible on its face.” Ashcroft v. Iqbal, 556 U.S.

662, 678, 129 S. Ct. 1937, 1940 (2009) (quoting Bell Atl. Corp. v. Twombly, 550 U.S. 544, 570,

127 S. Ct. 1955, 1974 (2007)). “A claim has facial plausibility when the plaintiff pleads factual 

content that allows the court to draw the reasonable inference that the defendant is liable for the 

misconduct alleged.” Id. Although a facially plausible complaint need not give “detailed factual 

allegations,” it must allege facts sufficient “to raise a right to relief above the speculative 

level.” Twombly, 550 U.S. at 555, 127 S. Ct. at 1965. “Threadbare recitals of the elements of a 

cause of action, supported by mere conclusory statements, do not suffice.” Iqbal, 556 U.S. at

678, 129 S. Ct. at 1949. These requirements ensure that the defendant receives “fair notice of 

what the . . . claim is and the grounds upon which it rests.” Twombly, 550 U.S. at 555, 127 S. Ct.

at 1964 (internal citations omitted).
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ANALYSIS

I. Hmeidan’s Rule 12(b)(2) Motion to Dismiss

Hmeidan contends that Defendants lack minimum contacts with Illinois, because he is a 

resident of Ohio and because Jannat “has been registered in state of Ohio,” has “not performed 

business in” Illinois, and “was dissolved with the State of [Illinois].” (Hmeidan’s MTD ¶ 1.) 

While Hmeidan does not address the terms of the parties’ agreements, Plaintiff points to the

forum selection clause in section 17.6.3 of the Franchise Agreement, as amended by paragraph 2 

of the Addendum and as incorporated by the Guaranty. (Compl. ¶¶ 7–8.) Therefore, our 

analysis rises and falls with whether the Franchise Agreement’s forum selection clause 

establishes personal jurisdiction over Defendants who, absent that contract, might otherwise lack 

sufficient minimum contacts to establish personal jurisdiction. 

We first consider the “threshold question of whether state or federal law governs the 

validity of forum selection clauses in diversity suits where jurisdiction would otherwise be 

unobtainable.” Playboy Enters. Int’l, Inc. v. Smartitan (Singapore) PTE Ltd., 804 F. Supp. 2d 

730, 734 (N.D. Ill. 2011); see also IFC Credit Corp. v. Aliano Bros. Gen. Contractors, Inc., 437

F.3d 606, 608 (7th Cir. 2006). We are guided by the Seventh Circuit’s approach: “Prudence in 

this situation counsels us to reserve decision and instead consider how the [issue] would be 

decided under either view and hope that the result will be the same.” Id. (quoting IFC Credit

Corp., 437 F.3d at 609); see also Kamtel, Inc. v. Bore Tech Constr., LLC, No. 16-cv-633, 2017

WL 532337, at *5 (W.D. Wis. Feb. 9, 2017) (explaining that the Seventh Circuit has “avoid[ed]

deciding” whether federal or state law applies to forum selection clauses but concluding that the

result in the case at bar was “the same under either standard”). 
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Under federal law, a forum selection clause is treated “like any other contractual 

provision,” and is deemed valid “unless it is subject to any of the sorts of infirmity, such as fraud 

and mistake, that justify a court’s refusing to enforce a contract.” Nw. Nat’l Ins. Co. v.

Donovan, 916 F.2d 372, 375 (7th Cir. 1990); see also Playboy Enters. Int’l, Inc., 804 F. Supp. 2d 

at 734; Carnival Cruise Lines, Inc. v. Shute, 499 U.S. 585, 590–95, 111 S. Ct. 1522, 1526–28

(1991) (holding as valid a forum selection clause that appeared on the back of a cruise ship 

ticket). Plaintiff cites TruServ Corp., 419 F.3d at 589 (Resp. at 7–8), in opposition to Hmeidan’s

motion because, in that case, the Seventh Circuit found that the defendant was subject to 

personal jurisdiction in Illinois—despite having minimal contact with the state—because she 

executed a personal guaranty agreement with the plaintiff that included a valid forum selection 

clause. Based on the forum selection clause alone, the court found it had personal jurisdiction 

over the defendant. Id. at 589–90. 

“Illinois law concerning the validity of forum selection clauses is materially the same as 

federal law,” but, in application, “Illinois law on validity is more lenient toward the defendant 

than the federal law when there is a significant inequality of size or commercial sophistication 

between the parties.” IFC, 437 F.3d at 611. Still, a forum selection clause is prima facie valid 

and should be enforced unless a party shows that enforcement would be unreasonable and “trial 

in the contractual forum will be so gravely difficult and inconvenient that he will for all practical 

purposes be deprived of his day in court.” Compass Envtl., Inc. v. Polu Kai Servs., 379 Ill. App.

3d 549, 554–55, 882 N.E.2d 1149, 1156 (1st Dist. 2008) (quoting Calanca v. D & S Mfg.

Co., 157 Ill. App. 3d 85, 87–88, 510 N.E.2d 21, 23 (1st Dist. 1987)). There is no indication that 

Defendants here did not freely enter into the Franchise Agreement and the Guaranty, or that they 

were unaware of the section 17.3.6 of the Franchise Agreement, paragraph 2 of the Addendum, 
8

or the obligations of the Guaranty. Hmeidan offers no arguments as to why the forum selection

provision should not be enforced or why it would be unjust for this action to proceed in Illinois, 

and seems simply to submit that he would prefer to litigate the matter in Ohio, because he and 

Jannat are based in Ohio. This preference does not nullify a valid forum selection clause. Under 

Illinois state law, the forum selection clause is enforceable. 

We conclude that the forum selection clause is valid under both federal and state law. At 

this juncture, nothing on the record suggests that Defendants did not freely negotiate and bind 

themselves by the forum selection clause of the Franchise Agreement and Addendum, as 

incorporated by the Guaranty. (Compl. ¶ 7.) As discussed above, and as Plaintiff points out in 

its response to Hmeidan’s motion (Resp. at 7), forum selection clauses can serve to waive 

objections over personal jurisdiction. See Burger King Corp., 471 U.S. at 472 n.14, 105 S. Ct. at 

2182 n.14 (“[T]he personal jurisdiction requirement is a waivable right . . . Where such forumselection provisions have been obtained through ‘freely negotiated’ agreements and are not 

‘unreasonable and unjust,’ . . . their enforcement does not offend due process” (internal citations 

omitted)); see also TruServ Corp., 419 F.3d at 589. Therefore, we need not analyze Defendants’ 

contacts with Illinois, as we have personal jurisdiction over Defendants by virtue of the

enforceable forum selection clause. We accordingly deny Hmeidan’s motion to dismiss under 

Rule 12(b)(2). 

II. Hmeidan’s and Alghanem’s Rule 12(b)(6) Motions to Dismiss

In addition to his personal jurisdiction argument, Hmeidan appears to make an argument 

that the Complaint should be dismissed for failure to state a claim, as he asks us to “[d]ismiss the 

case based on case facts” and states that he “den[ies] the charges” in the Complaint because “this 

matter was resolved with settlement offer and payment plan.” (Hmeidan’s MTD ¶¶ 2, 4.) Other 
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than his own say-so, Hmeidan has not offered anything in support of this argument for dismissal, 

and he does not directly dispute the specific allegations in the Complaint. Therefore, viewing the 

Complaint in the light most favorable to Plaintiff and accepting as true all well-pleaded facts, see 

Tamayo, 527 F.3d at 1081, Hmeidan’s motion under Rule 12(b)(6) is denied.

In Alghanem’s motion to dismiss, she contends that she submitted her motion to “inform” 

us that Plaintiff “wrongly added [her] name to this case” because she has “never participated 

with” Jannat or “any of its affiliates.” (Alghanem’s MTD at 1.) But Alghanem does not 

overcome Plaintiff’s allegations that Alghanem is liable as a guarantor of Jannat’s obligations 

under the Franchise Agreement. (Compl. ¶¶ 20–22.) The Complaint also alleges that, in 

connection with the execution of the Franchise Agreement, Jannat, Hmeidan, and Alghanem comade the Note. (Id. ¶ 23.) We observe that Hmeidan’s and Alghanem’s signatures appear on the 

Franchise Agreement, the Addendum, the SynXis agreement, the Guaranty, and the Note, which 

are attached as exhibits to the Complaint. (Dkt. No. 1-1, Ex. A, at 27, 45; Dkt. No. 1-1, Ex. B at 

12; Dkt. No. 1-1, Ex. C; Dkt. No. 1-1, Ex. D. at 2.) Plaintiff alleges that Jannat prematurely 

terminated the Franchise Agreement, triggering Hmeidan’s and Alghanem’s Guaranty 

obligations. (Compl. ¶¶ 26–27, 52–54.) 

A guarantor’s liability is determined from the guaranty contract, which is interpreted 

under the general rules of contract interpretation. AAR Aircraft & Engine Grp., Inc. v. Edwards, 

272 F.3d 468, 470 (7th Cir. 2001); Bank of Am. Nat’l Tr. & Savings Assoc. v. Schulson, 305 Ill. 

App. 3d 941, 945, 714 N.E.2d 20, 24 (1st Dist. 1999). Where the terms of a guaranty are clear 

and unambiguous, they must be given effect as written. Chrysler Credit Corp. v. Marino, 63 

F.3d 574, 577 (7th Cir. 1995) (citing Bank of Benton v. LaBuwi, 194 Ill. App. 3d 489, 494–95,

551 N.E.2d 749, 753–54 (5th Dist. 1990)); see also Fuller Family Holdings, LLC v. N. Tr. Co., 
10 

371 Ill. App. 3d 605, 620, 863 N.E.2d 743, 758 (1st Dist. 2007). That principle applies even 

where a guaranty contains broad statements of guarantor liability, including waivers of all 

defenses. Chrysler Credit Corp., 63 F.3d at 577 (explaining that the principle that guaranties are 

interpreted in accordance with their clear and unambiguous meaning “applies with full vigor to 

waivers in a guaranty: When they are clear and unambiguous, Illinois courts consistently enforce 

them”) (quoting BA Mortg. & Int’l Realty Corp. v. Am. Nat’l Bank & Tr. Co., 706 F. Supp. 1364, 

1376 (N.D. Ill. 1989)); Chem. Bank v. Paul, 244 Ill. App. 3d 772, 781, 614 N.E.2d 436, 441–42 

(1st Dist. 1993). 

Here, the Guaranty, and its express incorporation of section 17 of the Franchise 

Agreement, clearly and unambiguously provides for personal jurisdiction in the Northern District 

of Illinois. Neither Hmeidan nor Alghanem dispute that they executed the Franchise Agreement, 

the SynXis Agreement, the Note, and the Guaranty, nor do they argue that they did so under any 

misapprehension or duress. As explained above with respect with Hmeidan’s motion, there is no 

indication that any of the contracts at issue here were the result of any kind of fraud or mistake. 

Accepting the facts in the Complaint as true, the claims against Hmeidan and Alghanem survive 

the pleading stage, and Alghanem’s motion is denied. 

CONCLUSION

 For the foregoing reasons, we deny Defendant Mohammed Hmeidan’s motion to dismiss

(Dkt. No. 40) and Defendant Safa Alghanem’s motion to dismiss (Dkt. No. 37). Additionally, as 

we previously ordered, all parties wishing to proceed without counsel must file an appearance 

form for pro se litigants. (See Dkt. Nos. 54, 60.) It is so ordered. 

______________________________ 

Honorable Marvin E. Aspen 

United States District Judge 
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Dated: May10, 2021

Chicago, Illinois