Are representations or promises outside of the Apricot Lane disclosure document and franchise agreement enforceable?
Apricot_Lane Franchise · 2025 FDDAnswer from 2025 FDD Document
| PROVISION | SECTION IN FRANCHISE AGREEMENT | SUMMARY |
|---|---|---|
| r. Non-competition covenants after the franchise is terminated or expires | Section 17.B in Franchise Agreement | For 2 years after expiration or termination for any reason, you may not own or be involved in competing business within your former Territory or within 10 miles of any other Store. (Subject to state law.) |
| s. Modification of the | Sections 23.E in | Franchise Agreement may not be amended |
| agreement | Franchise Agreement | except in writing and agreed to by both parties. |
| t. Integration/merger clause | Section 23.E in Franchise Agreement | Only terms of Franchise Agreement are binding (subject to state law). Any representations or promises outside of the disclosure document and franchise agreement may not be enforceable. |
Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 39–41)
What This Means (2025 FDD)
According to the 2025 Apricot Lane Franchise Disclosure Document, any representations or promises made outside the official disclosure document and the franchise agreement may not be enforceable. This is due to an integration/merger clause in Section 23.E of the Apricot Lane franchise agreement. This clause essentially states that only the terms written within the franchise agreement are legally binding, subject to state law.
This means that if a prospective Apricot Lane franchisee relies on verbal promises or representations that are not written into the franchise agreement, they may not have legal recourse if those promises are not fulfilled. This is a common practice in franchising to ensure clarity and avoid misunderstandings. Franchisees should be aware that any claims or promises made by Apricot Lane representatives during the sales process are not guaranteed unless they are explicitly included in the franchise agreement.
Therefore, it is crucial for potential Apricot Lane franchisees to carefully review the entire franchise agreement and disclosure document before signing. They should ensure that all important terms and conditions are clearly stated in writing. If there are any discrepancies between what was promised verbally and what is written in the agreement, the franchisee should seek clarification and request that the written agreement be amended to reflect the correct terms. It is also advisable to seek legal counsel to review the franchise agreement and ensure that the franchisee fully understands their rights and obligations. This is a standard clause in most franchise agreements, so it is important to be aware of its implications.