Does the All States M.E.D. Franchise Agreement supersede any prior agreements or understandings?
All_States_M_E_D Franchise · 2024 FDDAnswer from 2024 FDD Document
| q. Non-Competition Covenants During the Term of the Franchise | FA: Section 7.3 | You, your owners, and your officers, directors, executives, managers, professional staff, and employees are prohibited from: attempting to divert any business or customer of the Franchised Business to a competitive business or causing injury or prejudice to the Marks or the System; owning or working for a competitive business. |
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| r. Non-Competition Covenants After the Franchise is Terminated or Expires | FA: Section 17.2 | For 2 years after the termination or expiration of the Franchise Agreement, you may not offer competitive business services within 90 miles of any other franchised outlet, or of any other Franchisor owned business; or solicit or influence any of our customers or business associates to compete with us or terminate their relationship with us. Subject to applicable state law. |
| s. Modification of the Agreement | FA: Sections 9.2, 22.7, and 22.8 | The Franchise Agreement can be modified only by written agreement between you and us. We may modify the Operations Manual without your consent if the modification does not materially alter your fundamental rights. |
| t. Integration/Merger Clause | FA: Section 22.7 | Only the terms of the Franchise Agreement and other related written agreements are binding (subject to state law). No other representations or promises will be binding. Nothing in the Franchise Agreement, or in any other related written agreement is intended to disclaim representations made in the franchise disclosure document. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 32–39)
What This Means (2024 FDD)
According to All States M.E.D.'s 2024 Franchise Disclosure Document, the franchise agreement serves as the complete and final agreement between the franchisor and franchisee. The integration/merger clause specifies that only the terms outlined in the Franchise Agreement and other related written agreements are legally binding, subject to state law. This means any prior discussions, promises, or representations not explicitly included in these documents are not binding on either party.
This clause protects both All States M.E.D. and the franchisee by ensuring that the written agreement is the definitive source of obligations and rights. It prevents either party from later claiming that unwritten understandings should be enforced. However, the clause explicitly states that it does not disclaim representations made in the franchise disclosure document, meaning that All States M.E.D. cannot use this clause to avoid responsibility for statements made in the FDD itself.
For a prospective All States M.E.D. franchisee, this means it is crucial to carefully review the entire Franchise Agreement and any related written documents before signing. Any promises or assurances made by the franchisor's representatives during the sales process should be confirmed in writing and included in the agreement to ensure they are legally enforceable. Verbal agreements or understandings not documented are unlikely to be upheld if disputes arise later.