What is the relationship between the Rider and the Distribution Agreement for Bw Premier Collection franchises in Maryland?
Bw_Premier_Collection Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 23: Receipts]
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- Background. BWI and Hotel Owner are parties to that certain Distribution Agreement that has been signed at the same time as the signing of this Rider (the "Distribution Agreement") that has been signed concurrently with the signing of this Rider. This Rider is annexed to and forms part of the Distribution Agreement. This Rider is being signed because (a) you are a resident of the State of Maryland and/or (b) the franchised Hotel will be or is operated in the State of Maryland, and/or (c) the offer to sell the franchise for the Hotel was made in the State or Maryland; and/or (d) the offer to buy the franchise for the Hotel was accepted in the State of Maryland.
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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:
However, Maryland law will apply to claims arising under the Maryland Franchise Registration and Disclosure Law. In addition, Hotel Owner may bring an action in Maryland for claims arising under the Maryland Franchise Registration and Disclosure Law.
- Limitation of Claims. The following language is added as a new Section 4.o of the Distribution Agreement:
However, nothing in this Agreement shall act to reduce the three (3)-year statute of limitations afforded to Hotel Owner for bringing a claim under the Maryland Franchise Registration and Disclosure Law.
- Acknowledgements. The following language is added as a new Section 4.p of the Distribution Agreement:
All representations requiring Hotel Owner to assent to a release, estoppel or waiver of liability are not intended to nor shall they act as a release, estoppel or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law.
- 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.
Source: Item 23 — Receipts (FDD pages 54–203)
What This Means (2025 FDD)
According to the 2025 Bw Premier Collection FDD, the Rider is an integral part of the Distribution Agreement for franchisees in Maryland. The Rider is signed concurrently with the Distribution Agreement and is annexed to it, forming a single, complete agreement. The Rider is specifically included because the franchisee is a Maryland resident, the hotel will operate in Maryland, or the franchise offer/acceptance occurred in Maryland. This ensures that Maryland franchise laws are appropriately considered.
Several provisions within the Rider modify or supplement the Distribution Agreement to comply with Maryland law. Specifically, Maryland law will govern claims arising under the Maryland Franchise Registration and Disclosure Law, and the hotel owner can bring actions in Maryland for these claims. The Rider also ensures that the three-year statute of limitations afforded to the hotel owner under Maryland law is maintained. Furthermore, any representations requiring the hotel owner to waive liability do not apply to liabilities incurred under Maryland's franchise laws.
Finally, the Rider explicitly states that no statement or acknowledgment signed by the franchisee can waive claims under Maryland franchise law, including claims of fraud, or disclaim reliance on statements made by Bw Premier Collection. This provision overrides any conflicting terms in other documents related to the franchise agreement, reinforcing the protection of franchisees' rights under Maryland law. This ensures that Bw Premier Collection franchisees in Maryland receive the full protection of their state's franchise laws, regardless of any general terms in the Distribution Agreement.