Can the Alloy Franchise Agreement be altered by an oral agreement?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
No waiver by us of any breach by you, nor any delay or failure by us to enforce any provision of this Agreement, may be deemed to be a waiver of any other or subsequent breach or be deemed an estoppel to enforce our rights with respect to that or any other or subsequent breach. Subject to our rights to modify the Schedules and/or standards and as otherwise provided herein, this Agreement may not be waived, altered or rescinded, in whole or in part, except by a writing signed by you and us.
This Agreement together with all schedules, addenda and appendices to this Agreement constitute the entire agreement between the parties and supersede any and all prior negotiations, understandings, representations and agreements. Nothing in this or in any related agreement, however, is intended to disclaim the representations we made in the Franchise Disclosure Document we furnished to you.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, the Franchise Agreement cannot be waived, altered, or rescinded through oral agreements. Any changes must be documented in writing and signed by both the franchisee and Alloy to be considered valid. This requirement ensures that all modifications to the agreement are clear, unambiguous, and legally binding, protecting both parties from potential misunderstandings or disputes.
This provision is typical in franchise agreements, as it provides a layer of legal protection and clarity. Franchisees should be aware that any verbal promises or assurances made by Alloy representatives that are not included in the written agreement are not enforceable. This underscores the importance of carefully reviewing the entire Franchise Agreement and ensuring that all agreed-upon terms are documented in writing before signing.
The FDD also states that the Franchise Agreement, along with all schedules, addenda, and appendices, constitutes the entire agreement between Alloy and the franchisee. This clause reinforces that all prior negotiations, understandings, representations, and agreements are superseded by the written contract. However, the document clarifies that this does not disclaim any representations made by Alloy in the Franchise Disclosure Document itself.
Therefore, prospective Alloy franchisees should ensure that all important aspects of the franchise relationship are clearly outlined in the written Franchise Agreement. Relying on verbal agreements or promises could lead to future conflicts or unmet expectations, as only the written terms are legally enforceable.