What constitutes the entire agreement between Marriott and the Delta Hotels By Marriott franchisee?
Delta_Hotels_By_Marriott Franchise · 2025 FDDAnswer from 2025 FDD Document
This Letter Agreement (a) sets forth the entire agreement between the parties pertaining to the subject matter of this Letter Agreement, (b) is governed by and construed under the laws of the State of Maryland, which laws will prevail in the event of any conflict of law, (c) is not assignable by Franchisee without the consent of Marriott, (d) is binding upon and inures to the benefit of the parties and their permitted successors and assigns, and (e) may be executed in counterparts, all of which constitute one and the same instrument. Delivery of an executed signature page by electronic transmission is as effective as an original signed counterpart. Upon execution by Franchisee and Marriott of a franchise agreement for the Hotel, this Letter Agreement shall automatically terminate and be superseded by the provisions of the franchise agreement.
Source: Item 6 — Obligations of Franchisee.** Franchisee agrees to the following: (FDD pages 363–513)
What This Means (2025 FDD)
According to the 2025 Delta Hotels By Marriott Franchise Disclosure Document, a Letter Agreement outlines the complete understanding between Marriott and the franchisee regarding the subject matter covered within that specific agreement. This agreement is governed by Maryland law. The Letter Agreement cannot be assigned by the franchisee without Marriott's consent and is binding upon both parties and their successors. Once a franchise agreement is executed for the Delta Hotels By Marriott hotel, the Letter Agreement is automatically terminated and superseded by the provisions of the franchise agreement.
This means that while a Letter Agreement is in effect, it represents the entirety of the agreement between the parties on the topics it addresses. However, this agreement is temporary. The terms and conditions within the franchise agreement will eventually take precedence over the Letter Agreement once the franchise agreement is signed.
Prospective Delta Hotels By Marriott franchisees should carefully review both the Letter Agreement and the franchise agreement to understand their rights and obligations. They should also be aware that the Letter Agreement is not assignable without Marriott's consent, which could impact their ability to transfer the business in the future. The superseding nature of the franchise agreement is a standard practice in franchising, ensuring that the long-term relationship is governed by a comprehensive document.