Are there any exceptions to the rule that agreements not embodied in the All Team franchise agreement are not binding?
All_Team Franchise · 2025 FDDAnswer from 2025 FDD Document
- D.
Entire Agreement.
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 both parties. No representations, inducements, promises, or agreements that are not included in the agreement have any legal effect. However, there is an exception to this rule. The representations made by All Team in the Franchise Disclosure Document (FDD) that was furnished to the franchisee in connection with the offer to operate an agency are not disclaimed. This means that any promises or statements made by All Team in the FDD are still binding, even if they are not explicitly written in the franchise agreement itself.
This is important for prospective All Team franchisees because it means they can rely on the information provided in the FDD when making their decision to invest in a franchise. Franchisees should carefully review the FDD and note any representations or promises made by All Team, as these could be legally binding even if they are not included in the franchise agreement. This protects the franchisee from potential misrepresentations or unfulfilled promises made during the franchise sales process.
Furthermore, any statements, questionnaires, or acknowledgments signed by the franchisee in connection with starting the franchise cannot waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by All Team. This provision supersedes any other term in any document related to the franchise, reinforcing the importance of state franchise laws and protecting franchisees from unknowingly waiving their rights. These stipulations are particularly relevant in states like New York, Virginia, and Minnesota, where specific state law addenda modify the franchise agreement to provide additional protections for franchisees.