Does the Aunt Millies Bakeries distribution agreement supersede all prior agreements between the 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 the 2025 Aunt Millies Bakeries FDD, the Distribution Agreement, along with the Bill of Sale and any other agreements executed on the same date, constitutes the entire agreement between the parties. This complete agreement supersedes all prior discussions, negotiations, understandings, representations, conditions, warranties, and covenants related to the subject matter.
This means that any previous agreements or understandings a prospective Aunt Millies Bakeries distributor may have had with the company are replaced by the terms of the current Distribution Agreement and associated documents. It is important to note that the Distribution Agreement can only be amended or modified through a written document signed by both parties, ensuring that any changes are formally documented and agreed upon.
However, the FDD clarifies that nothing in the Distribution Agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits, and amendments. This protects the franchisee by ensuring that the representations made in the FDD remain valid and are not overridden by the Distribution Agreement. Therefore, prospective franchisees should carefully review all documents, including the FDD, exhibits, amendments, and the Distribution Agreement, to fully understand their rights and obligations.