Does the Anago subfranchise agreement assignment state that the parties are not relying on any statements or representations outside of the agreement itself?
Anago Franchise · 2025 FDDAnswer from 2025 FDD Document
- D. Subfranchisor has had sufficient opportunity to be advised thoroughly of the terms of this Agreement by advisors of Subfranchisor's own choosing and by receipt and review of a current FDD (Subfranchise Rights) and a current FDD (Subfranchisor – Single Unit) and has made an independent investigation of Franchisor's operations, and Subfranchisor and Franchisor have concluded an agreement that they reduce to this written document, which is intended to fully state all of the parties' understandings and agreements, representations and warranties pertaining to their relationship and which terms are acknowledged by the parties to be material and reasonable.
Source: Item 23 — RECEIPTS (FDD pages 62–298)
What This Means (2025 FDD)
According to Anago's 2025 Franchise Disclosure Document, the subfranchise agreement includes a statement indicating that the parties have relied on their own advisors, the FDD, and their independent investigation, and that the written agreement fully states all understandings, agreements, representations, and warranties pertaining to their relationship. Specifically, it states that the parties acknowledge the terms of the agreement are material and reasonable. This clause aims to limit future disputes by confirming that the parties entered the agreement based on their own due diligence and the information contained within the agreement itself.
This type of clause is common in franchise agreements to provide clarity and certainty. It means that a subfranchisee cannot later claim they were induced to enter the agreement based on promises or representations made outside of the written contract, unless those representations are proven to be fraudulent. This protects Anago from potential lawsuits based on misunderstandings or verbal agreements not documented in the formal agreement.
For a prospective Anago subfranchisee, this underscores the importance of conducting thorough due diligence before signing the agreement. This includes carefully reviewing the FDD, seeking advice from legal and financial professionals, and independently verifying any information provided by Anago. It also highlights the need to ensure that all material terms and conditions are included in the written agreement, as it will likely be the primary source of reference in case of disputes.