What does the Baymont Inn Suites Guaranty guarantee regarding the franchisee's obligations?
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 the 2025 Baymont Inn Suites Franchise Disclosure Document, the Guaranty is an agreement where the guarantor(s) irrevocably and unconditionally warrant to Baymont Franchise Systems, Inc. that the assignee's representations and warranties in the Assignment and Assumption Agreement and the Franchise Agreement are true and correct. The guarantor(s) also guarantee that all of the franchisee's obligations under the Primary Agreements will be punctually paid and performed from the time the assignee becomes the franchisee. This means that the guarantor is on the hook for ensuring the new franchisee meets all financial and operational obligations outlined in the franchise agreement.
If the franchisee defaults and Baymont Inn Suites provides notice, the guarantor(s) must immediately make any unpaid payments and perform any unfulfilled obligations of the franchisee. Baymont Inn Suites can extend, modify, or release any debt or obligation of the franchisee or settle claims against the franchisee without affecting the guarantor's obligations and without notice to the guarantor. The guarantor waives notice of any amendments to the agreements. This clause strongly favors Baymont Inn Suites, placing the onus on the guarantor to stay informed and prepared to cover any potential franchisee shortcomings.
The Guaranty also stipulates that the provisions of Section 17 of the Franchise Agreement, including remedies, choice of law, venue, and dispute resolution (including waiver of jury trial), apply to the Guaranty. This extends the legal framework of the franchise agreement to the guarantor. Furthermore, the Guaranty specifies that upon the death of an individual guarantor, their estate will be bound by the Guaranty for the franchisee's obligations existing at the time of death, and the obligations of all other guarantors will remain in full effect. This ensures that the financial responsibility continues even after the guarantor's death, adding another layer of security for Baymont Inn Suites.