Can an All County franchisee disclaim reliance on behalf of the Franchisor through any statement, questionnaire, or acknowledgement signed at the commencement of the franchise relationship?

According to the 2025 All County Franchise Disclosure Document, a franchisee cannot disclaim reliance on statements made by the franchisor or its representatives through any statement, questionnaire, or acknowledgment signed at the commencement of the franchise relationship. This protection is explicitly stated in addenda and franchise agreements for several states, including New York, Virginia, Illinois, and California. This provision is designed to protect franchisees from unknowingly waiving their rights to rely on information provided by All County during the franchise sales process. The FDD states that this provision supersedes any other conflicting terms in any document executed in connection with the franchise.

This means that even if an All County franchisee signs a document that appears to disclaim reliance on statements made by the franchisor, that disclaimer will not be enforceable. This is particularly important in cases of alleged fraud in the inducement, where a franchisee claims they were misled into investing in the franchise based on false or misleading information. The franchisee retains the right to bring such claims, and the franchisor cannot use a disclaimer to shield itself from liability.

Prospective All County franchisees should be aware of this protection and understand that they are entitled to rely on the information provided by the franchisor. However, it is still crucial for franchisees to conduct their own due diligence and verify the information provided by All County. This includes reviewing the Franchise Disclosure Document carefully, consulting with an attorney and accountant, and speaking with existing franchisees to get their perspective on the franchise opportunity. While the FDD protects franchisees from unknowingly waiving their rights, it does not eliminate the need for careful investigation and informed decision-making.

It is important to note that these protections may vary by state, as franchise laws can differ. The All County FDD includes state-specific addenda that address these variations. For example, the addendum for Maryland states that representations requiring prospective franchisees to assent to a release, estoppel, or waiver of liability are not intended to act as a release, estoppel, or waiver of liability incurred under the Maryland Franchise Registration and Disclosure Law. Franchisees should carefully review the addendum for their specific state to understand their rights and obligations under the franchise agreement.