Does the Embassy Suites franchise agreement disclaim representations made in the franchise disclosure document?
Embassy_Suites Franchise · 2025 FDDAnswer from 2025 FDD Document
d assigns from any and all actions, claims, causes of action, suits, rights, debts, liabilities, accounts, agreements, covenants, contracts, promises, warranties, judgments, executions, demands, damages, costs and expenses, whether known or unknown at this time, of any kind or nature, absolute or contingent, existing at law or in equity, on account of any matter, cause or thing
whatsoever that has happened, developed or occurred relating to this Agreement or the relationship between you and us on or before the Effective Date of this Agreement. This release will survive the termination of this Agreement.
- 16.9 Remedies Cumulative. The remedies provided in this Agreement are cumulative. These remedies are not exclusive of any other remedies that you or we may be entitled to in case of any breach or threatened breach of the terms and provisions of this Agreement.
- 16.10 Economic Conditions Not a Defense. Neither general economic downturn or conditions nor your own financial inability to perform the terms of this Agreement will be a defense to an action by us or one of our Affiliates for your breach of this Agreement.
- 16.11 Representations and Warranties. You warrant, represent and agree that all statements in your franchise application in anticipation of the execution of this Agreement, and all other documents and information submitted to us by you or on your behalf are true, correct and complete as of the date of this Agreement. You further represent and warrant to us that:
- 16.11.1 you have independently investigated the risks of operating the Hotel under the Brand, including current and potential market conditions and competitive factors and risks, and have made an independent evaluation of all such matters and reviewed our franchise disclosure document, if applicable;
Source: Item 22 — CONTRACTS (FDD page 97)
What This Means (2025 FDD)
According to the 2025 Embassy Suites Franchise Disclosure Document, the franchise agreement does not disclaim the representations made in the franchise disclosure document. Specifically, Section 16.4 of the agreement states that nothing within that section, the agreement itself, or any Hotel Agreements is intended to disclaim the representations made in the franchise disclosure document furnished to the franchisee. This protects the franchisee by ensuring that Embassy Suites cannot later deny the claims and promises made within the FDD.
However, the Embassy Suites franchise agreement also includes a clause (Section 16.11) where the franchisee warrants that they are not relying on any promises, representations, or agreements about the franchise that are not expressly contained in the agreement or in the franchise disclosure document. This means that any verbal promises or representations made outside of these documents may not be legally binding. This clause emphasizes the importance of documenting all material representations within the franchise agreement or FDD to ensure enforceability.
Several addenda to the franchise agreement modify Section 16.11, particularly subsections 16.11.1 and 16.11.2, for franchisees in Hawaii, Illinois, Maryland, Minnesota and New York. These modifications typically involve deleting these subsections, which address the franchisee's independent investigation and reliance on disclosed information. These addenda suggest that franchisees in these states may have additional protections or different standards regarding their reliance on the FDD and representations made by Embassy Suites. Prospective franchisees should carefully review the addendum specific to their state to understand how it affects their rights and obligations under the franchise agreement.