Who is considered the 'Company' according to the Baymont Inn Suites Guaranty?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
To induce Baymont Franchise Systems, Inc., its successors, assigns, and affiliates ("Company") to consent to the assignment and assumption of the Primary Agreements (as defined in the Assignment and Assumption Agreement (the "Agreement") to which this Guaranty is attached), the undersigned, personally, jointly and severally ("we, "our" or "us") irrevocably and unconditionally (i) warrant to Company that Assignee's representations and warranties in the Agreement and in the Franchise Agreement are true and correct as stated; and (ii) guaranty that all of Franchisee's obligations under the Primary Agreements will be punctually paid and performed, from and after the time Assignee becomes the Franchisee under the Franchise Agreement. Capitalized terms not defined in this Guaranty have the meanings given to them in the Agreement.
Upon default by Franchisee and notice from Company, we will immediately make each unpaid payment and perform, or cause Franchisee to perform, each unperformed obligation of Franchisee under the Primary Agreements. Without affecting our obligations under this Guaranty, without notice to us, Company may extend, modify or release any indebtedness or obligation of Franchisee, or settle, adjust or compromise any claims against Franchisee. We waive notice of amendment of the Agreements. We acknowledge that the provisions of Section 17 of the Franchise Agreement, including but not limited to Section 17.4 (Remedies) and Section 17.6 (Choice of Law; Venue; Dispute Resolution, including but not limited to Section 17.6.4 (Waiver of Jury Trial)), apply to this Guaranty.
Upon the death of an individual guarantor, the estate of the guarantor will be bound by this Guaranty for obligations of Franchisee to Company existing at the time of death, and the obligations of all other guarantors will continue in full force and effect.
This Guaranty may be executed in one or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.
Source: Item 22 — CONTRACTS (FDD pages 96–97)
What This Means (2025 FDD)
According to Baymont Inn Suites's 2025 Franchise Disclosure Document, the 'Company' in the context of the Guaranty refers to Baymont Franchise Systems, Inc., including its successors, assigns, and affiliates. This definition is important because the Guaranty is a legal agreement where a third party (the guarantor) assures Baymont Franchise Systems, Inc. that the franchisee will meet its obligations under the Franchise Agreement.
For a prospective Baymont Inn Suites franchisee, this means that if the franchise is being assigned or transferred, Baymont Franchise Systems, Inc. wants to ensure that the new franchisee's obligations are guaranteed. The guarantor is promising that the franchisee's representations and warranties are accurate and that all payments and responsibilities will be fulfilled. This protects Baymont Franchise Systems, Inc. in case the franchisee defaults.
The Guaranty allows Baymont Franchise Systems, Inc. to modify or release any obligations of the franchisee without affecting the guarantor's obligations, and the guarantor waives notice of any amendments to the agreements. This indicates that the guarantor's responsibility remains even if the terms of the agreement between Baymont Franchise Systems, Inc. and the franchisee change. The Guaranty is also binding on the guarantor's estate in the event of their death, ensuring continued coverage for Baymont Franchise Systems, Inc. for existing obligations.
This type of guaranty is a common practice in franchising to provide the franchisor with additional security and assurance that the franchisee will meet its financial and operational obligations. Prospective franchisees should carefully review the Guaranty and understand the full extent of their obligations and the obligations of any guarantor they may be required to provide.