Can the Auntie Annes Franchise Agreement be modified orally?
Auntie_Annes Franchise · 2024 FDDAnswer from 2024 FDD Document
| Provision | Section in Franchise Agreement | Summary |
|---|---|---|
| o. You must comply with our right of first refusal. p. If you operate a Co-Branded Shop, the Co-Branded Agreement or Co- Branded Franchise are transferred at the same time. | ||
| FA: 16.4 (non-control transfers) | a. You give us prior written notice of the transfer. b. You pay all sums owed. c. You are not in default d. Transferee meets qualifications e. Transferee signs assignment and guaranty f. You and your guarantors and owners sign a general release. g. You remain liable for pre-Transfer obligations. h. You pay us a Transfer Fee. | |
| FA: 16.5 (related party transfers) | a. You give us prior written notice of the transfer. b. You are not in default c. Transferee meets qualifications d. Transferee assumes in writing the Franchise Agreement and the guaranty. e. You may not be in default under the Franchise Agreement. f. You pay us a Transfer Fee. g. You and your guarantors and owners must sign a general release and remain liable for pre-Transfer obligations | |
| n. Our right of first refusal to acquire your business | FA: 16.8 | We can match any offer for your Shop or substantially all interests in your entity. |
| o. Our option to purchase your business | FA: 18.4 | We may purchase your Goods related to the Shop at the fair market value (exclusive of good will) and may purchase your Accepted Location if you own it or your interest in any lease. |
| p. Your death or disability | FA: 16.6 | Upon 180 days from your death or permanent incapacity you must transfer all rights and interests to buyer that complies with Transfer provisions, except no Transfer Fee will be due. |
| q. Non-competition covenants during the term of the franchise | FA: 15.4 | No involvement in a competitive business (generally, similar types of businesses that offer products the same or similar to the Approved Products) anywhere. You may not divert or attempt to divert any business or potential business, misuse vendor relationships, or perform, directly or indirectly, any other act injurious or prejudicial to the goodwill associated with the Proprietary Marks and the System. |
| r. Non-competition | FA: 15.4.B. | For 12 months after expiration or termination, no involvement in a |
| covenants after the | competitive business at the Accepted Location, within 3 miles of your | |
| franchise is terminated or | Accepted Location, or within 3 miles of any Shop; and no diverting or | |
| expires | attempting to divert any business from any Shop. | |
| s. Modification of the | FA: 8.3, 22.2 | No oral modifications, but we can change the Manuals. |
| agreement | and 22.3 | |
| t. Integration/merger clause | FA: 22.2 | Only the terms of the Franchise Agreement and related agreements are binding (subject to state law). Any representations or promises outside of the Disclosure Document and Franchise Agreement may not be enforceable. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTIONS (FDD pages 86–91)
What This Means (2024 FDD)
According to Auntie Annes's 2024 Franchise Disclosure Document, the Franchise Agreement cannot be modified orally. The FDD states that only the terms within the Franchise Agreement and related agreements are binding, subject to state law. Any promises or representations made outside of these documents may not be enforceable. Auntie Annes, however, can change the manuals.
This provision protects both the franchisee and Auntie Annes by ensuring that all agreements are documented and legally binding. It prevents misunderstandings or disputes based on verbal agreements that may be difficult to prove or interpret. Franchisees should ensure that all important terms and conditions are included in the written Franchise Agreement or related documents.
This type of clause is standard in franchise agreements to provide clarity and legal certainty. Franchisees should be aware that any verbal promises or assurances from Auntie Annes representatives that are not written into the agreement may not be enforceable. It is crucial to have all agreements documented in writing to avoid potential issues in the future.