The Liability Triangle: Attrition vs Cancellation vs No-Show
Printable wall reference for European hotel contract reviews.
Not legal advice. Operational guidance from a software vendor that helps planners run RFPs. The clause language is a drafting starting point, not a substitute for review by qualified counsel in the contract's governing jurisdiction. Civil-code and case-law citations are public sources.
How to use this sheet: Pin it to the wall at contract-review time. The triangle shows where the three clauses overlap. The doomsday table shows what a partial-event scenario costs without a bridge clause. The bridge clause is the one sentence to add to your red-line round. The 7-point checklist is the final review pass before signing.
01 The triangle
Three liability vertices, three pairwise overlap zones, and the central doomsday scenario where all three clauses fire on the same partial-event facts.
02 The doomsday worked example
200-room block, 3 nights, 220 EUR ADR. Pickup at cut-off: 70%. Partial cancel of 50 rooms 21 days out. 8 residual reservations no-show on arrival.
| Fee | Calculation | Amount |
|---|---|---|
| Attrition | 20 rooms × 3 nights × 220 EUR × 80% threshold treatment | 10,560 EUR |
| Cancellation | 50 rooms × 3 nights × 220 EUR × 100% (0–30 day tier) | 33,000 EUR |
| No-show | 8 reservations × 1 night × 220 EUR | 1,760 EUR |
| TOTAL (no bridge clause) | All three stack on same partial-event facts | 45,320 EUR |
With the bridge clause (Section 3 below): attrition is extinguished on cancelled rooms, no-show is excluded from the attrition denominator. Total collapses to roughly 33,000 EUR — cancellation only. The bridge clause moves 12,000 EUR.
03 The bridge clause (track-changes ready)
Paste this into the contract. Names all three remedies, states they are mutually exclusive, and includes the (a)/(b)/(c) sub-paragraphs that close each overlap zone.
"The attrition fee set forth in Section [X], the cancellation fee set forth in Section [Y], and the no-show fee set forth in Section [Z] shall constitute mutually exclusive remedies. No single room-night shall give rise to liability under more than one of these provisions. Without limiting the generality of the foregoing: (a) any room-night for which a cancellation fee is payable shall be excluded from the calculation of the attrition gap; (b) any room-night for which a no-show fee is payable shall be deemed to have been picked up for purposes of the attrition calculation; and (c) any individual reservation that has been cancelled pursuant to Section [Y] shall not be capable of triggering a no-show fee under Section [Z]. The remedies in this Section shall together represent the Hotel's exclusive monetary remedies for under-pickup, cancellation, and non-arrival, and shall not limit any other right or remedy available to Hotel for any other breach of this Agreement."
04 The 7-point pre-signature checklist
- Bridge clause presentExclusive-remedies provision naming all three of attrition, cancellation, and no-show, with the (a)/(b)/(c) sub-paragraphs above.
- Partial-cancellation language explicitCancellation clause permits partial reductions within a defined window; does not speak only of "termination."
- No-show counts toward pickupAttrition denominator includes no-show reservations as picked up. Without this, the same room is charged twice.
- Cancellation-fee exclusion from attritionCancelled rooms excluded from the attrition gap calculation. Without this, hotels can stack both on the same room.
- Liquidated-damages framing aligned with governing lawContinental contracts reference the civil-code penalty regime; English-law contracts anticipate the Cavendish v Makdessi test.
- Pickup report obligation in writingHotel commits to a name-by-name pickup report within 30 days post-event. Without this, attrition disputes are impossible to win.
- Choice-of-law clause matches the property's jurisdictionAlmost always yes, but verify on multinational chains. Selecting a non-property jurisdiction changes the entire enforceability analysis.
05 Legal anchors by jurisdiction
Spain
Civil Code Art. 1152-1155 (clausula penal). Moderation under Art. 1154 if obligation partially fulfilled.
France
Civil Code Art. 1231-5 (post-2016 reform). Moderation where penalty "manifestly excessive or derisory."
Germany
BGB §339-343 (Vertragsstrafe). Reduction to a reasonable amount under §343.
England & Wales
Cavendish v Makdessi [2015] UKSC 67: legitimate-interest test. Penalty clauses unenforceable, not moderable. Statutes: legislation.gov.uk.