Does the 'Entire Agreement' clause in the Embassy Suites franchise agreement disclaim representations made in the franchise disclosure document furnished to the franchisee?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
- 16.4 Entire Agreement. This Agreement and all of its attachments, documents, schedules, exhibits, and any other information specifically incorporated into this Agreement by reference will be construed together as the entire agreement between you and us with respect to the Hotel and any other aspect of our relationship and will supersede and cancel any prior and/or contemporaneous discussions or writings between you and us.
You acknowledge that you have entered into this Agreement as a result of your own independent investigation and not as a result of any representations about us made by our shareholders, officers, directors, employees, agents, representatives, developers, independent contractors, or franchisees that are contrary to the terms set forth in this Agreement, or in any disclosure document, prospectus, or other similar document required or permitted to be given to you pursuant to applicable law.
However, nothing in this Section 16.4, this Agreement, or in any of Your Hotel Agreements is intended to disclaim the representations we made in any franchise disclosure document that we furnished to you.
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to Embassy Suites's 2025 Franchise Disclosure Document, the 'Entire Agreement' clause in the franchise agreement does not disclaim representations made in the franchise disclosure document (FDD) furnished to the franchisee. Specifically, Section 16.4 of the franchise agreement states that the entire agreement supersedes prior discussions or writings but clarifies that nothing within this section, the agreement itself, or any hotel agreements is intended to disclaim the representations made in the FDD. This means that the franchisee can rely on the information provided in the FDD, and Embassy Suites cannot argue that the FDD's representations are disclaimed by the 'Entire Agreement' clause.
This provision protects the franchisee by ensuring that the representations made by Embassy Suites in the FDD remain valid and enforceable, even with the inclusion of the 'Entire Agreement' clause. Franchisees should carefully review the FDD and the franchise agreement to understand their rights and obligations. The explicit statement that the FDD representations are not disclaimed provides an added layer of security for the franchisee, allowing them to hold Embassy Suites accountable for the information provided in the disclosure document.
However, it is important to note that addenda to the franchise agreement in certain states like California, Maryland, Hawaii, Illinois, Minnesota and New York modify or supersede certain provisions of the franchise agreement. For example, Section 16.11, concerning representations and warranties, is amended to delete subsections 16.11.1 and 16.11.2 in Hawaii, Illinois, and New York. In Maryland, the general release language in Subsection 16.8 does not relieve Embassy Suites from liability under the Maryland Franchise Registration and Disclosure Law. These state-specific addenda highlight the importance of reviewing all documents, including addenda, to fully understand the terms of the franchise agreement and any state-specific protections or modifications.