Does the Springhill Suites By Marriott agreement create a fiduciary relationship between Marriott and the franchisee?
Springhill_Suites_By_Marriott Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement does not create a fiduciary relationship between Marriott and Franchisee.
Marriott shall perform its obligations under this Agreement as an independent contractor where all persons employed to furnish the Shared Services are employees of Marriott and not Franchisee.
Source: Item 17 — , "Renewal, Termination, Transfer, and Dispute Resolution," is amended by the addition of the following paragraph(s) at the conclusion of the Item: (FDD pages 285–553)
What This Means (2025 FDD)
According to the 2025 Springhill Suites By Marriott Franchise Disclosure Document, the franchise agreement does not create a fiduciary relationship between Marriott and the franchisee. The agreement explicitly states that Marriott acts as an independent contractor when fulfilling its obligations. This means that Marriott is responsible for its own actions and is not subject to the same level of legal duty as a fiduciary.
This distinction is important because a fiduciary relationship imposes a high standard of care and loyalty, requiring one party to act in the best interests of the other. By disclaiming a fiduciary relationship, Springhill Suites By Marriott limits its potential liability and maintains a more arm's-length business relationship with its franchisees. This is a fairly standard practice in franchising, where the franchisor and franchisee are typically considered independent business entities.
However, even without a fiduciary duty, Springhill Suites By Marriott is still obligated to perform its contractual duties in good faith and in a commercially reasonable manner. Franchisees should carefully review the franchise agreement and related documents to understand the full scope of their rights and obligations, as well as Marriott's responsibilities for providing support and services.