Does the Americas Best Value Inn franchise agreement disclaim representations made in the FDD?
Americas_Best_Value_Inn Franchise · 2025 FDDAnswer from 2025 FDD Document
- (m) Entire Agreement. This Agreement (together with its exhibits and schedules) represents the entire understanding and agreement between the parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings, and representations, if any, made by and between the parties.
Nothing in this Agreement or any related agreement, however, is intended to disclaim the express representations we made in the FDD that we furnished to you.
Source: Item 23 — RECEIPTS (FDD pages 71–223)
What This Means (2025 FDD)
According to the 2025 Americas Best Value Inn Franchise Disclosure Document, the franchise agreement includes provisions that address the relationship between the agreement, prior representations, and the FDD. Specifically, the agreement states that it represents the entire understanding between both parties regarding the franchise, superseding any prior negotiations, understandings, and representations. However, it explicitly clarifies that nothing within the agreement is intended to disclaim the express representations made by Americas Best Value Inn in its Franchise Disclosure Document (FDD).
This means that while the franchise agreement consolidates the final terms, Americas Best Value Inn acknowledges that the representations made in the FDD are still valid and binding. This is a crucial point for prospective franchisees, as it ensures that the information provided in the FDD, which is a legally required disclosure document, cannot be contradicted or disavowed by the franchisor through the franchise agreement.
Furthermore, Americas Best Value Inn includes a Representations and Acknowledgment Statement that franchisees in certain states (California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin) should not sign if they are relying on statements not specifically in the FDD. For franchisees operating in Maryland, the franchise agreement specifies that no statement, questionnaire, or acknowledgment can waive claims under state franchise law or disclaim reliance on statements made by the franchisor. This provides an additional layer of protection for franchisees in those states, ensuring that their rights and claims based on the franchisor's representations are preserved.