Can an Aira Fitness franchisee disclaim reliance on behalf of the Franchisor?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
e Act or any other law of Illinois is void.
No statement, questionnaire, or acknowledgment 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.
By reading this disclosure document, you are not agreeing to, acknowledging, or making any representations whatsoever to the Franchisor and its affiliates.
ADDENDUM TO THE AIRA FITNESS FRANCHISE AGREEMENT FOR THE STATE OF ILLINOIS
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- Payment of Initial Franchise/Development Fees will be deferred until Franchisor has met its initial obligations to franchisee, and franchisee has commenced doing business. This financial assurance requirement was imposed by the Office of the Illinois Attorney General due to Franchisor's financial condition.
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- Illinois law governs the Franchise Agreement and Multi-Unit Development Agreement. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a franchise agreement may provide for arbitration to take place outside of Illinois.
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Source: Item 22 — **CONTRACTS (FDD page 59)
What This Means (2025 FDD)
According to the 2025 Aira Fitness Franchise Disclosure Document, the ability of a franchisee to disclaim reliance on statements made by the franchisor depends on the state in which the franchise operates. For franchisees in Illinois and New York, the FDD explicitly states that no agreement signed by the franchisee can disclaim reliance on statements made by Aira Fitness or its representatives. This protection extends to claims under state franchise law, including fraud in the inducement. This provision overrides any other conflicting terms in the franchise agreement. Therefore, in Illinois and New York, franchisees cannot waive their right to rely on statements made by Aira Fitness.
For franchisees in Virginia, the FDD includes an addendum acknowledging restrictions under the Virginia Retail Franchising Act. While the addendum primarily addresses payment deferrals and termination conditions, it does not explicitly discuss the disclaimer of reliance. This suggests that the standard franchise agreement terms regarding disclaimers might be subject to the "reasonable cause" standard for terminations as defined by Virginia law.
For franchisees in Indiana, the FDD states that the addendum is to the Franchise Agreement and that Chapter 2.5, Sections 1 through 51 of the Indiana Code, will be followed if such provisions are in conflict with the Franchise Agreement. The FDD also states that 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 waiving any claims under any applicable state franchise law, including fraud in the inducement, of the Franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
In practical terms, this means that prospective Aira Fitness franchisees should carefully review the franchise agreement and any state-specific addenda to understand their rights and limitations regarding reliance on franchisor statements. Franchisees in Illinois, New York, and Indiana have explicit protection against waiving reliance, while those in other states may need to consult with legal counsel to determine the enforceability of any disclaimer clauses. This is a critical consideration for assessing the risks and benefits of investing in an Aira Fitness franchise.