Does the Aplus agreement disclaim or require a waiver of reliance on any representation made in the franchise disclosure document?
Aplus Franchise · 2024 FDDAnswer from 2024 FDD Document
r communications as in this Agreement by providing a written notice given in the manner aforesaid to the other party.
13. CONSTRUCTION
- 13.1. Entire Agreement. This Agreement represents the entire fully integrated agreement between the parties concerning the subject matter hereof, and supersedes all other negotiations, agreements, representations, and covenants, oral or written. However, nothing in this Agreement is intended to disclaim or require you to waive reliance on any representation made in the franchise disclosure document that was delivered to you in connection with your purchase of an APLUS Store.
- 13.2. No Waiver. No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless the same is made in writing and duly executed by the party to be charged therewith. No evidence of any waiver or modification shall be offered or received in evidence in any proceeding, arbitration, or litigation between the parties arising out of or affecting this Agreement, or the rights or obligations of any party hereunder, unless such waiver or modification is in writing, duly executed as aforesaid.
- 13.3. Severability. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement.
- 13.4.
Source: Item 22 — CONTRACTS (FDD page 68)
What This Means (2024 FDD)
According to Aplus's 2024 Franchise Disclosure Document, the franchise agreement does not intend to disclaim or require a franchisee to waive reliance on any representation made in the franchise disclosure document. The agreement specifies that it represents the entire agreement between the parties and supersedes all prior negotiations, agreements, representations, and covenants. However, it explicitly states that nothing within the agreement is designed to disclaim or waive reliance on representations made in the Franchise Disclosure Document (FDD).
This provision protects the franchisee by ensuring that they can rely on the information provided in the FDD when making their investment decision. Franchisees are not required to waive their right to hold Aplus accountable for the representations made within the FDD. This is a crucial protection for franchisees, as the FDD contains important information about the franchise system, including fees, obligations, and financial performance.
However, Aplus also includes a clause where the franchisee represents that they have not relied on any representations made by Aplus or its agents regarding actual or potential sales, expenses, or profit of an Aplus store, except for information contained in Item 19 of the FDD. This statement is a common practice in franchising to limit liability regarding financial projections, as future financial performance can be affected by many factors. Prospective franchisees should carefully review Item 19 and understand the assumptions and limitations of any financial information provided.
For franchisees in Maryland, the FDD includes additional protections under the Maryland Franchise Registration and Disclosure Law. Any part of the agreement requiring a franchisee to waive liability as a condition of purchasing the franchise does not act as a waiver of any liability incurred under the Maryland law. This ensures that Maryland franchisees retain their rights and protections under state law, regardless of what the franchise agreement may state.