Does the Best Western International, Inc. franchise agreement allow a franchisee to disclaim reliance on statements made by the franchisor in states where such disclaimers are prohibited?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
The following are additional disclosures for the Franchise Disclosure Document of Best Western International, Inc. required by various state franchise laws. Each provision of these additional disclosures will not apply unless, with respect to that provision, the jurisdictional requirements of the applicable state franchise registration and disclosure law are met independently without reference to these additional disclosures.
No Waiver of Disclaimer of Reliance in Certain States. The following provision applies only to franchisees and franchises that are subject to the state franchise disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington or Wisconsin:
No statement, questionnaire or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or any other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 23 — Receipts (FDD pages 108–413)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, the franchise agreement includes provisions that protect franchisees in certain states from waiving claims or disclaiming reliance on statements made by the franchisor. Specifically, for franchisees subject to franchise disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin, any statement, questionnaire, or acknowledgment signed by the franchisee cannot waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Best Western or its representatives. This provision overrides any other conflicting terms in the franchise agreement.
This "no waiver of disclaimer of reliance" clause ensures that Best Western franchisees in the specified states retain their legal rights and protections under state franchise laws. It prevents Best Western from enforcing clauses that might otherwise limit a franchisee's ability to pursue claims of fraud or misrepresentation. This is particularly important because the franchise relationship relies heavily on the information provided by the franchisor during the initial stages.
For a prospective Best Western franchisee, this means that even if they sign documents that appear to waive certain rights or disclaim reliance on the franchisor's statements, those documents will not be enforceable in the listed states to the extent that they conflict with franchise laws. This offers a level of security and recourse for franchisees who may have been misled or provided with inaccurate information during the franchise sales process. Franchisees should consult with a legal professional to fully understand their rights and protections under the applicable state franchise laws.