Does the All States M.E.D. franchise agreement disclaim the representations made in the franchise disclosure document?
All_States_M_E_D Franchise · 2024 FDDAnswer from 2024 FDD Document
eceived, read and understands this Agreement and Franchisor's Franchise Disclosure Document; and that Franchisor has accorded Franchisee ample time and opportunity to consult with advisors of its own choosing about the potential benefits and risks of entering into this Agreement. Franchisee represents and acknowledges that it has received Franchisor's Franchise Disclosure Document at least fourteen (14) calendar days prior to the date on which this Agreement was executed.
24.2 Consultation by Franchisee
Franchisee represents that it has been urged to consult with its own advisors with respect to the legal, financial and other aspects of this Agreement, the business franchised hereby and the prospects for that business. Franchisee represents that it has either consulted with such advisors or has deliberately declined to do so.
24.3 True and Accurate Information
Franchisee represents that all information in any and all applications, financial statements, and submissions to Franchisor is true, complete, and accurate in all respects, and Franchisee acknowledges that Franchisor is relying upon the truthfulness, completeness, and accuracy of such information.
24.4 Risk
Franchisee represents that it has conducted an independent investigation of the business contemplated by this Agreement and acknowledges that, like any other business, an investment in an All
States M.E.D. Business involves business risks and that the success of the venture is dependent, among other factors, upon the business abilities and efforts of Franchisee. Franchisor makes no representations or warranties, express or implied, in this Agreement or otherwise, as to the potential success of the business venture contemplated hereby.
24.5 No Guarantee of Success
Franchisee represents and acknowledges that it has not received or relied on any guarantee, express or implied, as to the revenues, profits or likelihood of success of the Franchised Business. Franchisee represents and acknowledges that there have been no representations by Franchisor's officers, directors, employees or agents that are not contained in, or are inconsistent with, the statements made in the Franchise Disclosure Document or this Agreement.
24.6 No Violation of Other Agreements
Franchisee represents that its execution of this Agreement will not violate any other agreement or commitment to which Franchisee or any holder of a legal or beneficial interest in Franchisee is a party.
IN WITNESS WHEREOF the parties hereto, intending to be legally bound hereby have duly executed this Agreement.
| ALL STATES M.E.D.
Source: Item 23 — RECEIPTS (FDD pages 44–174)
What This Means (2024 FDD)
According to the 2024 All States M.E.D. Franchise Disclosure Document, the franchise agreement includes provisions where the franchisee acknowledges that they have not relied on any representations from All States M.E.D.'s officers, directors, employees, or agents that are not contained in the Franchise Disclosure Document or the Franchise Agreement itself. This means that any promises or assurances made outside of these official documents are not binding on All States M.E.D.
Specifically, the franchisee represents that they have conducted their own independent investigation of the All States M.E.D. business and understand the risks involved, acknowledging that the success of the venture depends on their own abilities and efforts. All States M.E.D. makes no express or implied warranties or representations about the potential success of the business. The franchisee also confirms they haven't received or relied on any guarantees regarding revenues, profits, or the likelihood of success.
However, the Illinois and New York addenda to the disclosure document include provisions that protect franchisees in those states. In Illinois and New York, no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by All States M.E.D. or its representatives. These provisions supersede any other conflicting terms in the franchise agreement, offering additional protection to franchisees in those states.
This type of clause is fairly common in franchise agreements. Prospective franchisees should carefully review the Franchise Disclosure Document and Franchise Agreement, consult with legal and financial advisors, and rely only on the information contained in those documents. It is important to note that the Illinois and New York addenda provide additional protections against disclaimers of reliance, which is a significant benefit for franchisees operating in those states.