How can Atwell Suites modify any provision of the agreement?
Atwell_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding anything to the contrary set forth in the above License Agreement ("License"), the following provisions shall supersede and apply to each License for an Atwell Suites Hotel issued in the State of California:
-
- In accordance with the provisions under Federal Bankruptcy Law (11 U.S.C.A. Sec. 101 et seq.), paragraphs 11.C(1)(b) and (d) of the License shall be amended to include the following language: "Enforceability of this provision is a matter governed by Federal Bankruptcy Law and enforceability or nonenforceability is subject to that law and rulings of a court of competent jurisdiction."
-
- California Business and Professions Code Sections 20000 through 20043 provide rights to the Licensee concerning termination or non-renewal of a License. If the License contains a provision that is inconsistent with the law, the law will control.
-
- The License contains a liquidated damages clause. Under California Civil Code Section 1671, certain liquidated damages clauses are unenforceable,
-
- The License and Guaranty require application of the laws of Georgia. In accordance with 5050.23 Sec. 310.114.1(c)(5)(B)(v), this provision may not be enforceable under California law.
-
- With respect to franchises sold in California, a franchisor is prohibited from modifying a franchise agreement, or requiring a general release, in exchange for any assistance related to a declared state or federal emergency.
-
- This Amendment may be executed in counterparts, which together shall constitute one and the same instrument. Signatures via Conga Sign, DocuSign, .PDF file, facsimile, or other electronic format have the same force and effect as originals.
Source: Item 23 — Receipts (FDD pages 99–486)
What This Means (2025 FDD)
According to the 2025 FDD, Atwell Suites modifies the License Agreement through state-specific amendments. These amendments supersede the original agreement's provisions for franchisees in certain states. For example, the FDD includes amendments for California, Virginia, New York, Rhode Island, Maryland, Hawaii, Illinois, North Dakota, and Minnesota.
These amendments address various legal and regulatory requirements specific to each state. They cover issues such as franchisee termination and non-renewal rights, the enforceability of liquidated damages clauses, choice of law provisions, and the scope of general releases. In several states, the amendments include language related to federal bankruptcy law, modifying specific paragraphs of the License Agreement to reflect that enforceability is governed by federal bankruptcy law and court rulings.
For a prospective Atwell Suites franchisee, this means the standard License Agreement is not uniformly applied across all locations. Franchisees need to carefully review the specific amendment for their state to understand how their rights and obligations may differ from those outlined in the main agreement. This also highlights the importance of consulting with a franchise attorney to navigate these state-specific modifications and ensure compliance with local laws.
Additionally, several amendments state that they can be executed in counterparts and that signatures via electronic means (e.g., Conga Sign, DocuSign, PDF, facsimile) have the same force and effect as original signatures. This indicates Atwell Suites's use of modern technology to streamline the amendment process.