Does Alloy require franchisees to disclose any oral, written, or visual claims that contradicted the disclosures in the Alloy Disclosure Document?
Alloy Franchise · 2025 FDDAnswer from 2025 FDD Document
| 9. | Do you understand that the Franchise Agreement and Disclosure Document contain the entire agreement between you and us concerning the franchise for the Facility, meaning that any prior oral or written statements not set out in the Franchise Agreement or Disclosure Document will not be binding? Check one: () Yes () No. If no, please comment: | | |
- The following language is hereby added to the end of the FDD, Agreement and Area Development Agreement (if applicable): "No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise."
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- No disclaimer, questionnaire, clause, or statement signed by a franchisee in connection with the commencement of the franchise relationship shall be construed or interpreted as waiving any claim of fraud in the inducement, whether common law or statutory, or as disclaiming reliance on or the right to rely upon any statement made or information provided by any franchisor, broker or other person acting on behalf of the franchisor that was a material inducement to a franchisee's investment. This provision supersedes any other or inconsistent term of any document executed in connection with the franchise.
Source: Item 23 — RECEIPTS (FDD pages 69–245)
What This Means (2025 FDD)
According to Alloy's 2025 Franchise Disclosure Document, Alloy does not require franchisees to disclose any oral, written, or visual claims that contradicted the disclosures in the Alloy Disclosure Document. However, the document includes a questionnaire in Exhibit C that asks prospective franchisees to acknowledge that the Franchise Agreement and Disclosure Document contain the entire agreement between them and Alloy concerning the franchise.
Specifically, question 9 in Exhibit C asks: "Do you understand that the Franchise Agreement and Disclosure Document contain the entire agreement between you and us concerning the franchise for the Facility, meaning that any prior oral or written statements not set out in the Franchise Agreement or Disclosure Document will not be binding?" Franchisees must check "Yes" or "No" to indicate their understanding, and if they answer "No", they are prompted to comment. This clause aims to ensure that only the terms written in the Franchise Agreement and Disclosure Document are legally binding, superseding any prior discussions or promises.
Additionally, the California Addendum to the Franchise Disclosure Document states that "No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise."
Similarly, the Maryland Addendum states that "No disclaimer, questionnaire, clause, or statement signed by a franchisee in connection with the commencement of the franchise relationship shall be construed or interpreted as waiving any claim of fraud in the inducement, whether common law or statutory, or as disclaiming reliance on or the right to rely upon any statement made or information provided by any franchisor, broker or other person acting on behalf of the franchisor that was a material inducement to a franchisee's investment. This provision supersedes any other or inconsistent term of any document executed in connection with the franchise."