What is the relationship between the Rider and the Distribution Agreement for Bw Premier Collection franchises?
Bw_Premier_Collection Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed concurrently with the signing of this Rider (the "Distribution Agreement"). This Rider is annexed to and forms part of the Distribution Agreement. This Rider is being signed because (a) Hotel Owner is a resident of Rhode Island and the Hotel that Hotel Owner will operate under the Distribution Agreement will be located in Rhode Island; and/or (b) any of the offering or sales activity relating to the Distribution Agreement occurred in Rhode Island.
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- Governing Law/Consent to Jurisdiction. The following language is added to the end of Section 4.l of the Distribution Agreement:
Notwithstanding the foregoing, to the extent required by applicable law, Rhode Island law will apply to claims arising under the Rhode Island Franchise Investment Act. Section 19-28.1-14 of the Rhode Island Franchise Investment Act provides that "A provision in a franchise agreement restricting jurisdiction or venue to a forum outside this state or requiring the application of the laws of another state is void with respect to a claim otherwise enforceable under this Act."
To the extent required by applicable law, Hotel Owner may bring an action in Rhode Island for claims arising under the Rhode Island Franchise Investment Act.
- No Waiver of Disclaimer of Reliance. 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.
[Signatures on following page]
IN WITNESS WHEREOF, the parties have executed and delivered this Rider effective on the Effective Date stated in the Distribution Agreement.
HOTEL OWNER: BWI: [HOTEL OWNER], a [INSERT TYPE OF Best Western International, Inc., an Arizona ENTITY] corporation Executed on: Executed on:
RIDER TO THE BEST WESTERN INTERNATIONAL, INC. DISTRIBUTION AGREEMENT FOR USE IN WASHINGTON
Source: Item 23 — Receipts (FDD pages 54–203)
What This Means (2025 FDD)
According to the 2025 FDD, the Rider is an integral part of the Distribution Agreement for Bw Premier Collection franchises. Specifically, the Rider is annexed to and forms a part of the Distribution Agreement. This means that the Rider is legally attached to the Distribution Agreement and its provisions are incorporated into that agreement. The Rider and Distribution Agreement are signed concurrently.
The FDD indicates that the Rider is used to address specific state-related legal requirements or conditions. For example, Riders are implemented when the hotel owner is a resident of a particular state, the franchised hotel will be operated in a specific state, or the franchise offer was made or accepted in a specific state. These Riders modify or supplement the Distribution Agreement to ensure compliance with state franchise laws.
Furthermore, the Rider often includes provisions that address governing law, consent to jurisdiction, limitations of claims, acknowledgments, and waivers of disclaimers of reliance, tailoring the Distribution Agreement to the legal landscape of the relevant state. In certain states like California, Hawaii, Indiana, Michigan, South Dakota, Virginia, or Wisconsin, the Rider ensures that no statement or acknowledgment signed by the franchisee waives claims under state franchise law or disclaims reliance on franchisor statements. This highlights the importance of the Rider in protecting the franchisee's rights and ensuring compliance with state-specific regulations.