Does the Best Western Membership Agreement disclaim any representations made in the Disclosure Document?
Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
| PROVISION | SECTION IN REGULATORY DOCUMENT | SUMMARY |
|---|---|---|
| r. Non- | Not applicable | Not applicable |
| competition | ||
| covenants after | ||
| the franchise is | ||
| terminated or | ||
| expires | ||
| s. Modification of | Not applicable | Not applicable |
| the agreement | ||
| t. Integration/ merger clause | Section V of Membership Agreement | Only the terms of the Membership Agreement, Application for Membership, our approval letter and the Regulatory Documents (as each are amended from time to time) are enforceable (subject to state law). Any other promises may not be enforceable. However, nothing in the Membership Agreement or any related agreement is intended to disclaim our representations made in this Disclosure Document. |
| u. Dispute | Not applicable | Not applicable |
| resolution by | ||
| arbitration or | ||
| mediation | ||
| v. Choice of forum | Section Q of Membership Agreement | The Membership Agreement will be deemed executed in Phoenix, Arizona. We are headquartered in Phoenix, Arizona, the majority of our records and employees are in Phoenix, Arizona, and Phoenix, Arizona is the most convenient forum for actions between us and you. (Subject to state law). |
| w. Choice of law | Section Q of Membership Agreement | The Membership Agreement will be governed by the laws of the State of Arizona without recourse to Arizona conflicts of law principles. (Subject to state law). |
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 88–92)
What This Means (2025 FDD)
According to Best Western's 2025 Franchise Disclosure Document, the Membership Agreement does not disclaim representations made in the Disclosure Document. The FDD states that while only the terms of the Membership Agreement, Application for Membership, Best Western's approval letter, and the Regulatory Documents are enforceable, nothing within these agreements is intended to disclaim the representations made in the Disclosure Document. This is detailed in Section V of the Membership Agreement.
This provision is favorable for prospective Best Western franchisees. It means that Best Western cannot later argue that franchisees should not rely on the information provided in the FDD. The FDD serves as an important source of information for potential franchisees to evaluate the franchise opportunity, including financial performance representations, fees, and obligations.
Integration or merger clauses are common in franchise agreements. They typically state that the written agreement constitutes the entire agreement between the parties, superseding any prior oral or written agreements. However, Best Western explicitly states that its integration clause does not disclaim the representations made in its FDD, which offers an additional layer of protection for franchisees.
Prospective franchisees should carefully review the entire Membership Agreement and the FDD to fully understand their rights and obligations. While Best Western states that the Membership Agreement does not disclaim the representations in the FDD, franchisees should still seek legal counsel to ensure they fully understand the implications of all contract terms.