Does the Hawthorn Suites By Wyndham agreement confer any rights to third parties?
Hawthorn_Suites_By_Wyndham Franchise · 2025 FDDAnswer from 2025 FDD Document
d you shall participate in, the Service as described in both Exhibits A and B. In addition to the descriptions in Exhibits A and B, we will provide the Service in accordance with any Remote Sales Service Policies ("RSS Policies"), as they may be set forth in System Standards and updated from time to time. Within ten (10) days after the Effective Date, your primary representative (described below) and our representative shall meet and confer to determine the terms under which we shall provide the Service (the "Initial Meeting"). You will establish the reference room rate for the Facility upon which all other rates are based ("Rate of the Day"). In addition, you will establish the parameters under which we are authorized to offer rooms or services at the Facility to third parties in connection with potential stays (including, but not limited to the discount off Rate of the Day, group size limits, amenities, packages or other incentives). You retain ultimate and sole control over all decisions to accept, or not to accept, all sales at the Facility. The Service shall begin the day on which you provide us, in writing, with all information that we reasonably request during the Initial Meeting and the authorizations for Service described in Exhibit A (the "Commencement Date").
Subject to the foregoing, by entering into this Agreement, you explicitly (i) agree to abide by the RSS Policies, (ii) authorize us to access, as necessary, your room rates, inventory and other Facility information in our Reservation System, your Facility's property management system, your Facility's food and beverage system (if applicable), any extranets that the Facility maintains with OTAs, and all third party sales response and tracking systems (e.g. Lanyon, HotelPlanner), (iii) authorize us to offer for sale to third parties room and other services at the Facility within certain parameters pre-authorized by you, and (iv) authorize us to accept non-contract reservations from third parties for rooms and other services at the Facility within certain parameters pre-authorized by you without advance notice to you.
Source: Item 23 — RECEIPTS (FDD pages 92–402)
What This Means (2025 FDD)
According to Hawthorn Suites By Wyndham's 2025 Franchise Disclosure Document, the franchise agreement does address the rights and responsibilities regarding third parties. Specifically, when a franchisee enters into an agreement, they authorize Hawthorn Suites By Wyndham to offer rooms and services to third parties within pre-authorized parameters. However, the franchisee retains sole responsibility for contracting with these third parties and for any sales that fall outside the pre-authorized parameters. This means that while Hawthorn Suites By Wyndham can facilitate reservations, the franchisee is ultimately in charge of the contractual relationships with guests.
Furthermore, Hawthorn Suites By Wyndham explicitly states that they will not enter into any contracts on behalf of the franchisee. To reinforce this, the franchisee must include an acknowledgment in all contracts with third parties, clarifying that Wyndham Hotels & Resorts, Inc., Wyndham Hotel Group, LLC, and their affiliates or subsidiaries are not parties to the agreement and bear no liability for events arising from it. This provision is designed to protect Hawthorn Suites By Wyndham and its related entities from legal claims related to the franchisee's operations and agreements with third-party guests.
The franchisee also acknowledges that Hawthorn Suites By Wyndham is not responsible for third-party guests, regardless of whether they were referred by Hawthorn Suites By Wyndham or their reservations were accepted through the service. The indemnification obligations outlined in the franchise or membership agreement apply at all times. This clarifies that the franchisee is responsible for managing guest relations and addressing any issues that may arise with guests, even if those guests were initially connected to the facility through Hawthorn Suites By Wyndham's reservation system. This allocation of responsibility is a common practice in franchising, where the franchisee typically manages the day-to-day operations and customer interactions while the franchisor provides brand support and reservation services.
In addition, Wyndham Hotels & Resorts, Inc. provides a Guaranty of Performance, ensuring that Hawthorn Suites Franchising, Inc. fulfills its obligations under the franchise agreements. This guaranty extends to all franchise or license agreements and other agreements issued pursuant to the Hawthorn Franchise Disclosure Document, providing an additional layer of security for franchisees. This guaranty remains in effect until all obligations of Hawthorn Suites Franchising, Inc. are satisfied or the liability to franchisees or licensees is completely discharged. This arrangement is beneficial for franchisees as it provides assurance that the franchisor's obligations will be met, backed by the financial strength of Wyndham Hotels & Resorts, Inc.