What constitutes a material breach of the Surestay Hotel By Best Western franchise agreement?
Surestay_Hotel_By_Best_Western Franchise · 2025 FDDAnswer from 2025 FDD Document
- 17.12 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:
17.12.1 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;
17.12.2 neither we nor our representatives have made any promises, representations or agreements other than those provided in the Agreement or in our franchise disclosure document provided to you in connection with the offer of this Agreement, if applicable, and you acknowledge that you are not relying on any promises, representations or agreements about us or the franchise not expressly contained in this Agreement in making your decision to sign this Agreement;
17.12.3 you have the full legal power authority and legal right to enter into this Agreement;
17.12.4 this Agreement constitutes a legal, valid and binding obligation and your entry into, performance and observation of this Agreement will not constitute a breach or default of any agreement to which you are a party or of any Law;
- 17.12.5 if you are a corporation, limited liability company, or other entity, you are, and throughout the Term will be, duly formed and validly existing, in good standing in the state in which you are organized, and are and will be authorized to do business in the state in which the Hotel is located; and
- 17.12.6 no Equity Interest has been issued, converted to, or is held as, bearer shares or any other form of ownership, for which there is no traceable record of the identity of the legal and beneficial owner of such Equity Interest.
You hereby indemnify and hold us harmless from any breach of these representations and warranties. These warranties and representations will survive the termination of this Agreement.
Source: Item 23 — Receipts (FDD pages 88–286)
What This Means (2025 FDD)
I am unable to provide a complete list of actions that would constitute a material breach of the Surestay Hotel By Best Western franchise agreement, according to the 2025 Franchise Disclosure Document. While the document includes information on the franchisee's representations and warranties, it does not specifically define what actions or omissions by the franchisee would be considered a material breach that could lead to termination of the agreement.
Item 17.12 outlines several representations and warranties that the franchisee makes to Surestay Hotel By Best Western. These include assurances about the accuracy of information provided in the franchise application, the franchisee's independent investigation of the business risks, and the franchisee's legal authority to enter into the agreement. While a breach of these warranties could potentially lead to consequences, the document does not explicitly state that such a breach would automatically be deemed a material breach.
To fully understand what constitutes a material breach, a prospective Surestay Hotel By Best Western franchisee should carefully review the entire franchise agreement and consult with a legal professional. It would be prudent to ask the franchisor for specific examples of actions that they would consider a material breach and what remedies Surestay Hotel By Best Western would pursue in such cases. This information is crucial for assessing the risks and obligations associated with the franchise.