Is the Bill of Sale fully set forth in the Aunt Millies Bakeries agreement?
Aunt_Millies_Bakeries Franchise · 2025 FDDAnswer from 2025 FDD Document
- §12.3 INCORPORATION BY REFERENCE: This Agreement is subject to and affected by the terms and conditions of a certain Bill of Sale executed immediately prior hereto and said Bill of Sale and the Schedules thereto, are incorporated herein by reference as though fully set forth in this Agreement.
- §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 Bill of Sale is not fully set forth in the Distribution Agreement. Instead, the Bill of Sale is a separate document that is executed immediately prior to the Distribution Agreement.
Specifically, Section 12.3 of the Distribution Agreement states that the agreement is subject to the terms and conditions of the Bill of Sale, and that the Bill of Sale and its schedules are incorporated by reference as though fully set forth in the Distribution Agreement. This means that while the Bill of Sale is legally part of the overall agreement between Aunt Millies Bakeries and the distributor, it exists as a distinct document.
Section 12.4 further clarifies that the Distribution Agreement, together with the Bill of Sale and any other agreements executed on the same date, constitutes the entire agreement between the parties. This emphasizes that the Bill of Sale is a crucial component of the complete understanding between Aunt Millies Bakeries and the distributor, but it is not contained within the four corners of the Distribution Agreement itself. A prospective franchisee should carefully review the Bill of Sale in addition to the Distribution Agreement to fully understand their rights and obligations.