What is the effect of a disclaimer signed by an Aerus franchisee regarding reliance on statements made by the franchisor?
Aerus Franchise · 2025 FDDAnswer from 2025 FDD Document
No disclaimer, questionnaire, clause, or statement signed by a franchisee in connection with the commencement of the franchise relationship shall be construed or interpreted as waiving any claim of fraud in the inducement, whether common law or statutory, or as disclaiming reliance on or the right to rely upon any statement made or information provided by any franchisor, broker or other person acting on behalf of the franchisor that was a material inducement to a franchisee's investment. This provision supersedes any other or inconsistent term of any document executed in connection with the franchise.
No statement, questionnaire, or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 23 — Receipts (FDD pages 74–305)
What This Means (2025 FDD)
According to Aerus's 2025 Franchise Disclosure Document, any disclaimer, questionnaire, clause, or statement signed by an Aerus franchisee regarding the commencement of the franchise relationship cannot be interpreted as a waiver of fraud claims or as disclaiming reliance on statements made by Aerus or its representatives. This protection extends to statements or information that materially induced the franchisee's investment. This provision takes precedence over any conflicting terms in any document related to the franchise agreement.
This means that even if an Aerus franchisee signs a document that appears to disclaim reliance on statements made by Aerus, the franchisee still retains the right to pursue a claim of fraud in the inducement if they believe they were misled by Aerus's statements or information during the franchise sales process. This is a significant protection for franchisees, as it prevents Aerus from using disclaimers to shield itself from liability for misrepresentations.
This type of clause is not uncommon in franchise agreements, as many states have franchise laws designed to protect franchisees from overreaching by franchisors. The inclusion of such a provision in the Aerus FDD underscores the importance of full and accurate disclosure by Aerus during the franchise sales process. Prospective franchisees should still conduct their own due diligence and seek independent legal and financial advice before investing in an Aerus franchise, but this provision provides an additional layer of protection against potential misrepresentations.