Are there any agreements related to the Alloy Franchise Agreement that 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, along with all related schedules, addenda, and appendices, constitutes the entire agreement between Alloy and the franchisee. This agreement supersedes any prior negotiations, understandings, representations, and agreements. Importantly, the franchise agreement explicitly states that nothing within it or any related agreement is intended to disclaim the representations made by Alloy in the Franchise Disclosure Document (FDD) that was furnished to the franchisee. This means that Alloy is standing by the information provided in the FDD and franchisees can rely on those representations.
However, the FDD also includes addenda for franchisees in specific states like California and Washington. For example, the Washington Addendum states that its provisions form an integral part of, are incorporated into, and modify the Franchise Disclosure Document, the franchise agreement, and all related agreements. It also notes that the Washington Franchise Investment Protection Act may supersede provisions in the franchise agreement. Similarly, the California Addendum states that the California Investment Law requires that a copy of all proposed agreements relating to the sale of the franchise be delivered together with the disclosure document at least 14 days prior to execution of agreement.
These state-specific addenda suggest that while the core franchise agreement aims to uphold the representations in the FDD, certain state laws and provisions can take precedence. This is a fairly common practice in franchising, as state franchise laws are designed to protect franchisees and ensure fair practices. Prospective Alloy franchisees should carefully review any state-specific addenda applicable to them and understand how these provisions might modify or supersede the general terms of the franchise agreement. It is also important to consult with a legal professional to fully understand their rights and obligations under the franchise agreement and applicable state laws.