Are the headings in the Baymont Inn Suites agreement used to interpret the meaning of the provisions?
Baymont_Inn_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
including Attachment 1.1, or in any Schedules attached hereto or any Service Offerings, as may be updated or supplemented by us from time to time. All other capitalized terms used but not defined herein shall have the meanings ascribed to them in the Franchise Agreement between us and you and are incorporated herein by reference.
- 1.2 Conflicts in Interpretation. The following order of precedence shall be followed in resolving any inconsistencies between the terms of this Agreement and the terms of any Service Offerings issued pursuant to this Agreement: (a) first, the terms of the Service Offerings issued pursuant to this Agreement attached; and (b) second, the terms contained in the body of this Agreement, provided that no order of precedence shall be applied among such Service Offerings.
**2.
Source: Item 22 — CONTRACTS (FDD pages 96–97)
What This Means (2025 FDD)
According to Baymont Inn Suites's 2025 Franchise Disclosure Document, several sections address the interpretation and potential conflicts within the franchise agreement and its related documents. For instance, when reviewing the SynXis Property Management System, section 1.2 states that the terms contained within the schedule take precedence, followed by the terms of the agreement. This establishes a clear hierarchy for resolving inconsistencies. Similarly, when providing a customized revenue management system, section 1.2 states that the attachments take precedence, followed by the terms of the supplement. This ensures clarity in the event of differing terms.
These clauses are important for prospective Baymont Inn Suites franchisees because they clarify how different parts of the franchise agreement and its schedules should be interpreted in relation to each other. Franchisees should pay close attention to these precedence clauses to understand which terms will govern in case of conflicts, especially when dealing with schedules, service offerings, or other attachments to the main agreement.
It is fairly common in franchise agreements to have such clauses that establish an order of precedence. This helps to avoid ambiguity and potential disputes over the interpretation of the agreement. Franchisees should carefully review all documents and attachments to understand their rights and obligations fully. Understanding these clauses can help a franchisee navigate the complexities of the franchise agreement and ensure compliance with the most relevant terms.