Does the Anago franchise agreement disclaim the representations made in the Franchisor's Franchise Disclosure Document furnished to the Subfranchisor prior to entering into the agreement?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
representations We made in the Franchise Disclosure Document that We furnished to You.
You acknowledge that You are entering into this Agreement as a result of Your own independent investigation of Our franchised business and not as a result of any representations about Us made by Our shareholders, officers, directors, employees, agents, representatives, independent contractors, or franchisees that are contrary to the terms set forth in this Agreement, or in any disclosure document, prospectus, or other similar document required or permitted to be given to You pursuant to applicable law.
The following provision applies if you or the franchise granted hereby are subject to the franchise registration or disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin: 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.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the franchise agreement includes an acknowledgement that the subfranchisee is entering the agreement based on their own independent investigation, and not as a result of any representations made by Anago's shareholders, officers, directors, employees, agents, representatives, independent contractors, or franchisees that are contrary to the terms set forth in the agreement or in any disclosure document. This means Anago attempts to limit its liability regarding claims that a subfranchisee relied on statements outside of the FDD or the agreement itself.
However, the FDD also states that if the subfranchisee or the franchise granted is subject to franchise registration or disclosure laws in certain states (California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin), no signed statement can waive claims under applicable state franchise law, including fraud, or disclaim reliance on statements made by Anago or anyone acting on its behalf. This provides an important protection for subfranchisees in those states, ensuring they cannot unknowingly forfeit their legal rights.
This type of clause is relatively common in franchise agreements. Prospective Anago subfranchisees should carefully review the entire agreement and disclosure document, and consult with an attorney, to fully understand their rights and obligations, especially concerning any representations made during the franchise sales process. It is particularly important for potential subfranchisees in the listed states to understand that their rights to pursue certain claims cannot be waived.