Is the Note for Americas Best Value Inn intended to cover all of the Holder's rights?
Americas_Best_Value_Inn Franchise · 2025 FDDAnswer from 2025 FDD Document
- a. This Note is not intended to be exhaustive in nature, nor is it intended to set forth all of Holder's rights. It does not modify, replace, or affect any other rights, default or termination notices under the Agreement, or any other agreement with Holder regarding Maker's Hotel. Holder does not waive any of its legal or equitable rights (including the right to specify additional defaults) or remedies.
- b. No failure or delay by Holder to insist on strict performance of any term of this Note or exercise any right or remedy upon the occurrence of an Acceleration Event or any other breach of this Note, is a waiver of any term or agreement or of any breach or precludes Holder from exercising any right or remedy at any later time unless in writing. If Holder accepts any payment after its due date, this act will not be a waiver of Holder's
right to receive payment of all other amounts or to declare a default for the failure to make any other payment when due. Any partial payments under this Note may be applied to pay interest, the principal amount, or costs as Holder, in its sole discretion determines. No amendment to or modification of this Note shall be binding on Holder unless in writing and signed by Holder.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to the 2025 Americas Best Value Inn Franchise Disclosure Document, the Note is not intended to be exhaustive in nature, nor is it intended to set forth all of the Holder's rights. It clarifies that the Note does not modify, replace, or affect any other rights, default or termination notices under the Franchise Agreement, or any other agreement with the Holder regarding the Maker's Hotel. The Holder retains all legal and equitable rights and remedies, including the right to specify additional defaults. This means that Americas Best Value Inn retains rights beyond those specifically listed in the Note.
This provision protects Americas Best Value Inn by ensuring that it can enforce all rights and remedies available to it, even if those rights are not explicitly mentioned in the Note. For a prospective franchisee, this means that the Note should not be viewed as the complete picture of Americas Best Value Inn's rights. Franchisees must consider the entire Franchise Agreement and any other agreements to fully understand their obligations and the franchisor's rights.
Furthermore, the FDD states that any failure or delay by the Holder to insist on strict performance of any term of this Note or exercise any right or remedy upon the occurrence of an Acceleration Event or any other breach of this Note, is not a waiver of any term or agreement or of any breach or precludes Holder from exercising any right or remedy at any later time unless in writing. This protects Americas Best Value Inn's right to act on any future breaches, even if they did not act on similar breaches in the past. The franchisee should be aware that Americas Best Value Inn's inaction on a previous default does not prevent them from enforcing the agreement in the future.
In addition, the Note specifies that no amendment to or modification of this Note shall be binding on Holder unless in writing and signed by Holder. This protects Americas Best Value Inn from any verbal agreements or understandings that are not documented in writing and signed by them. As a franchisee, it is important to ensure that any modifications or amendments to the Note are documented in writing and properly executed to be considered valid and binding.