Does the Embassy Suites franchise agreement supersede prior discussions or writings?
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 franchise agreement represents the entire agreement between the franchisor and franchisee, superseding any prior discussions or written agreements. Specifically, Section 16.4 states that the franchise agreement, along with its attachments, documents, schedules, exhibits, and any other information specifically incorporated by reference, constitutes the entire agreement. This clause ensures that all aspects of the agreement are contained within the written contract, providing clarity and certainty for both parties.
Embassy Suites acknowledges that the franchisee enters into the agreement based on their own independent investigation and not due to any representations made by the franchisor's shareholders, officers, directors, employees, agents, representatives, developers, independent contractors, or franchisees that contradict the terms of the agreement or any disclosure document. This provision aims to protect Embassy Suites from claims based on verbal promises or representations not included in the written agreement. However, the document clarifies that this does not disclaim any representations made in the franchise disclosure document itself.
For a prospective Embassy Suites franchisee, this means that all promises, assurances, and understandings must be documented within the franchise agreement to be enforceable. It is crucial to conduct thorough due diligence and ensure that all material terms are included in the final agreement. Franchisees should not rely on verbal agreements or representations made outside of the official documents, as these will likely not be legally binding. This "entire agreement" clause is a common feature in franchise agreements, designed to provide a clear and comprehensive record of the contractual obligations of both parties.