What is the relationship between the Franchise Agreement and the Primary Agreements for a Baymont Inn Suites franchise?
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.
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 agreement is related to both the Franchise Agreement and the Primary Agreements. The guarantor is guaranteeing the franchisee's obligations under the Primary Agreements. The guarantor is guaranteeing that the franchisee's representations and warranties in both the Franchise Agreement and the Assignment and Assumption Agreement are true and correct. The Guaranty also states that Section 17 of the Franchise Agreement applies to the Guaranty, including the remedies, choice of law, venue, and dispute resolution, including the waiver of a jury trial.
Furthermore, a Lender Notification Agreement is related to the Franchise Agreement. The franchisor will notify the lender if they send a notice of default to the franchisee. The lender has the option to cure the default on behalf of the franchisee, but is not obligated to do so. If the lender takes possession of the facility, they assume all the franchisee's rights and obligations under the Primary Agreements.
Several addenda to the Franchise Agreement address how the agreement interacts with state laws. For example, addenda for Rhode Island, North Dakota, Maryland, Illinois, and Washington clarify that certain provisions of the Franchise Agreement are superseded by state law, particularly regarding jurisdiction, venue, waivers of rights, and non-competition covenants. These addenda ensure that the Franchise Agreement complies with local regulations and protects the franchisee's rights under state franchise laws.