Does the All Team franchise agreement supersede all prior negotiations between the parties?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement and all other written agreements related to this Agreement and expressly referenced in this Agreement, represent the entire understanding and agreement between the parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings and representations (if any) made by and between the parties.
No representations, inducements, promises or agreements, oral or otherwise, if any, not embodied in this Agreement shall be of any force and effect; provided, however, that nothing in this or any related agreement is intended to disclaim ATFC's representations made in the Franchise Disclosure Document that was furnished to FRANCHISEE in connection with the offering to operate an Agency.
No amendment to this Agreement is binding unless executed in writing by both parties.
Source: Item 22 — CONTRACTS (FDD pages 33–34)
What This Means (2025 FDD)
According to All Team's 2025 Franchise Disclosure Document, the franchise agreement represents the entire understanding between All Team and the franchisee. This means that once the franchise agreement is signed, it takes precedence over any prior negotiations, understandings, or representations made between the parties, whether oral or written.
Specifically, the All Team franchise agreement, along with any other written agreements related to it and expressly referenced within it, constitutes the complete agreement. This clause ensures clarity and avoids disputes based on previous discussions or promises that are not formally included in the written contract.
However, there is an important exception to this rule. The FDD states that nothing in the agreement is intended to disclaim All Team's representations made in the Franchise Disclosure Document that was furnished to the franchisee in connection with the offering to operate an Agency. This protects the franchisee by ensuring that All Team cannot later deny the representations made in the FDD itself. Any amendments to the agreement must be in writing and signed by both parties to be binding.