Does the Aunt Millies Bakeries agreement require a written amendment signed by both parties?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
- §12.4 ENTIRE AGREEMENT: This Agreement, together with the Bill of Sale referred to in Section 12.3 above and any other agreements executed between the parties on even date herewith, sets forth the entire agreement between the parties and supersedes all prior agreements, discussions, negotiations, understandings, representations, conditions, warranties and covenants between them with respect to this subject matter. This Agreement may be amended or modified only by a writing signed by both parties. Notwithstanding the foregoing, nothing in this Distribution Agreement and any related agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments.
Source: Item 23 — RECEIPT (FDD pages 44–196)
What This Means (2025 FDD)
According to Aunt Millies Bakeries's 2025 Franchise Disclosure Document, the Distribution Agreement can only be amended or modified through a written document that has been signed by both Aunt Millie's and the distributor. This requirement ensures that any changes to the original agreement are formally documented and agreed upon by both parties, preventing potential misunderstandings or disputes.
This clause provides a level of security and clarity for both Aunt Millies Bakeries and its distributors. By mandating a written and signed amendment, it prevents either party from unilaterally altering the terms of the agreement. This is a common practice in franchising to maintain the integrity of the contractual relationship and protect the interests of all parties involved.
However, the clause also specifies an exception: the Distribution Agreement and any related agreements do not disclaim the express representations made in the Franchise Disclosure Document (FDD), its exhibits, and amendments. This means that any promises or statements made by Aunt Millies Bakeries in the FDD are still binding, even if they are not explicitly reiterated in the Distribution Agreement or subsequent amendments. This protects the franchisee by ensuring that the franchisor cannot later deny commitments made during the franchise sales process.