In the Afuri Ramen Dumpling agreement, what document takes precedence in interpreting errors?
Afuri_Ramen_Dumpling Franchise · 2024 FDDAnswer from 2024 FDD Document
- 9.7.2 Previous Communications.
No previous communications, negotiations, course of dealing or usage in the trade not specifically set forth in this Agreement will be admissible to explain, modify, or contradict this Agreement.
- 9.7.3 No Disclaimer of Disclosure Document Representations.
Notwithstanding Section 9.7.1 above, not
Source: Item 23 — Receipts (FDD pages 50–189)
What This Means (2024 FDD)
According to Afuri Ramen Dumpling's 2024 Franchise Disclosure Document, the franchise agreement itself takes precedence over any previous communications, negotiations, or trade practices that are not explicitly included in the agreement. This means that if there are discrepancies or ambiguities, the written terms of the franchise agreement will be the final authority.
This clause is designed to provide clarity and certainty in the relationship between Afuri Ramen Dumpling and its franchisees. It prevents either party from relying on informal agreements or understandings that were not formally documented in the franchise agreement. This protects both the franchisor and the franchisee by ensuring that the written contract is the definitive source of their rights and obligations.
However, the FDD also states that this precedence does not disclaim representations made in the Disclosure Document itself. This means that Afuri Ramen Dumpling cannot use this clause to avoid liability for statements or promises made in the FDD. Prospective franchisees should carefully review the entire FDD and franchise agreement, and seek legal counsel to fully understand their rights and obligations.