Are representations made by Alloy or its agents to prospective franchisees disclaimable in any agreement?
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 allow Alloy to disclaim representations made in the Franchise Disclosure Document (FDD). Specifically, the franchise agreement, along with all schedules, addenda, and appendices, constitutes the entire agreement, superseding prior negotiations. However, the agreement explicitly states that nothing within it or any related document is intended to disclaim the representations made by Alloy in the FDD it furnishes to prospective franchisees. This ensures that franchisees can rely on the information provided in the FDD when making their investment decision.
For franchisees in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin, Alloy includes a rider to the state addendum that further protects franchisees. This rider explicitly states that no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under applicable state franchise laws, including claims of fraud in the inducement. It also prevents franchisees from disclaiming reliance on statements made by Alloy or its representatives. This provision reinforces the importance of the FDD and any representations made by Alloy during the franchise sales process.
Furthermore, for franchisees in Minnesota, the FDD states that no disclaimer, questionnaire, clause, or statement signed by a franchisee can be construed as waiving any claim of fraud in the inducement. This includes both common law and statutory claims, and it also prevents franchisees from disclaiming reliance on statements or information provided by Alloy or its representatives that were material to the franchisee's investment. This provision is designed to protect franchisees from being bound by clauses that might otherwise limit their ability to pursue legal remedies based on misrepresentations.