For a Springhill Suites By Marriott franchise, can the Guaranty be amended by conduct manifesting assent?
Springhill_Suites_By_Marriott Franchise · 2025 FDDAnswer from 2025 FDD Document
- Amendments. This Guaranty may only be amended in a written document that has been duly executed by Guarantor and acknowledged and agreed to by Franchisor, and may not be amended by conduct manifesting assent, and each of Franchisor and Guarantor is put on notice that any individual purporting to amend this Guaranty by conduct manifesting assent is not authorized to do so.
Source: Item 3 — Obligations of Guarantor. (FDD pages 257–265)
What This Means (2025 FDD)
According to the 2025 Springhill Suites By Marriott FDD, the Guaranty may only be amended through a written document that is duly executed by the Guarantor and acknowledged and agreed to by Springhill Suites By Marriott. The document explicitly states that the Guaranty cannot be amended by conduct that implies agreement.
This provision means that any changes to the Guaranty must be formally documented and agreed upon in writing by both the Guarantor and Springhill Suites By Marriott. This requirement protects both parties by ensuring that all amendments are clear, unambiguous, and officially recorded, preventing disputes over informal or implied modifications.
The FDD also puts both the Franchisor and Guarantor on notice that any individual who attempts to amend the Guaranty through conduct implying agreement is not authorized to do so. This further reinforces the need for written amendments and serves as a warning against relying on any other form of modification. This clause aims to prevent misunderstandings or unauthorized alterations to the Guaranty, ensuring that all changes are legitimate and enforceable.