Does the Alloy Franchise Agreement disclaim representations made in the Franchise Disclosure Document?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
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 does not disclaim representations made in the Franchise Disclosure Document. The agreement, along with its schedules, addenda, and appendices, constitutes the entire agreement and supersedes prior negotiations. However, it explicitly states that nothing within it is intended to disclaim the representations made in the Franchise Disclosure Document. This ensures that franchisees can rely on the information provided in the FDD.
For franchisees in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin, a rider is added to the FDD, Franchise Agreement, and Area Development Agreement. This rider reinforces that no statement signed by a franchisee can waive claims under applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Alloy or its representatives. This provision takes precedence over any other conflicting terms in any document related to the franchise.
In Illinois, the FDD specifies that no disclaimer, questionnaire, clause, or statement signed by a franchisee can waive any claim of fraud in the inducement or disclaim reliance on statements made by Alloy or its representatives. This protection ensures that franchisees in these states retain their rights to pursue claims based on misrepresentations or fraud, providing an additional layer of security and recourse.
These provisions are favorable for prospective Alloy franchisees as they ensure that the representations made by Alloy in the Franchise Disclosure Document are not disclaimed by the Franchise Agreement. This allows franchisees to rely on the information provided in the FDD when making their investment decision and protects them from potential misrepresentations or fraud.