Can the Alloy Franchise Agreement be waived in part by an oral agreement?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
- B. Waiver/Integration. 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to modify the Schedules and/or standards and as otherwise provided herein, this Agreement may not be waived, altered or rescinded, in whole or in part, except by a writing signed by you and us.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According to Alloy's 2025 Franchise Disclosure Document, the Franchise Agreement cannot be waived, altered, or rescinded through an oral agreement. The document states that any changes must be made in writing and signed by both the franchisee and Alloy. This provision ensures that all modifications to the agreement are documented and legally binding, preventing misunderstandings or disputes based on verbal agreements.
This requirement for written modifications is a standard practice in franchising to maintain clarity and enforceability of the contract terms. It protects both Alloy and the franchisee by providing a clear record of any agreed-upon changes. Franchisees should be aware that any promises or representations made by Alloy representatives that are not included in the written agreement or a signed amendment are not legally binding.
However, there is an exception to this rule for franchisees in specific states. For franchisees in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin, a signed statement, questionnaire, or acknowledgment cannot waive claims under state franchise law, including fraud, or disclaim reliance on franchisor statements. This provision supersedes any other term in the franchise agreement. Additionally, for franchisees in Washington, the Washington Franchise Investment Protection Act may supersede provisions in the franchise agreement.