Can the Aunt Millies Bakeries distribution agreement be amended orally?
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 signed by both parties. Specifically, Section 12.4 of the agreement states that the written agreement, along with the Bill of Sale and any other agreements executed on the same date, constitutes the entire agreement between the parties. It also explicitly supersedes any prior agreements or understandings.
This clause is standard in franchise agreements to prevent disputes based on verbal agreements or understandings that are difficult to prove. By requiring a written amendment, Aunt Millies Bakeries ensures clarity and legal certainty in any changes to the distribution agreement. This protects both the franchisor and the franchisee by providing a clear record of any modifications.
For a prospective Aunt Millies Bakeries distributor, this means that any changes to their distribution agreement must be formally documented and signed by both the distributor and Aunt Millies Bakeries to be valid. Distributors should be cautious about relying on any verbal promises or agreements that are not put in writing and properly executed. This requirement helps maintain a consistent and legally enforceable relationship between Aunt Millies Bakeries and its distributors.