Am I allowed to rely on statements made by Annex Brands when signing the General Release?
Annex_Brands Franchise · 2025 FDDAnswer from 2025 FDD Document
You represent and warrant that you have made such independent investigation of the facts, law and otherwise pertaining to all matters discussed, referred to or released in or by this document as you, in your independent judgment, believe necessary or appropriate. You have not relied on any statement, promise, representation or otherwise, whether of fact, law or otherwise, or lack of disclosure of any fact, law or otherwise, by the Franchisor-Related Persons/Entities or anyone else, not expressly set forth herein, in executing this Release.
Source: Item 23 — Receipts (FDD pages 110–299)
What This Means (2025 FDD)
According to the 2025 FDD, when signing a General Release with Annex Brands, you are agreeing that you have not relied on any statement, promise, or representation made by Annex Brands or related parties that is not expressly written in the release itself. This means that any verbal promises, assurances, or information you received during negotiations or discussions that are not documented in the General Release cannot be used as a basis for future claims against Annex Brands. This includes facts, laws, or any other information.
This provision is intended to create a clear and final agreement, preventing future disputes based on misunderstandings or undocumented statements. By signing the release, you are confirming that you have conducted your own independent investigation and are not relying on anything outside the written terms of the release. This is a standard clause in many legal agreements, including franchise agreements, to ensure clarity and prevent future litigation based on he-said, she-said scenarios.
However, there are exceptions to this rule in certain states. For example, the North Dakota State Addendum to the disclosure document supplements the franchise agreement, stating 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 by any franchisor, franchise seller, or other person acting on behalf of franchisor." Similarly, the New York addendum states that "no transfer or assignment will be made except to a person who, in our good faith judgment, is willing and able to assume our obligations under the franchise agreement" and that "The foregoing choice of law should not be considered a waiver of any right conferred on us or you by Article 13 of the General Business Law of New York."
Prospective franchisees should carefully review the General Release and any state-specific addenda with legal counsel to fully understand their rights and obligations. It is crucial to document all important representations and promises in writing to ensure they are enforceable, as reliance on undocumented statements may be waived when signing the release. Franchisees should be aware of the implications of this clause and seek legal advice to protect their interests.