Can the Auntie Annes Support Services Agreement be altered or modified orally?
Auntie_Annes Franchise · 2024 FDDAnswer from 2024 FDD Document
You understand that the Franchise Agreement contains the entire agreement between us and you concerning the franchise for the Auntie Anne's® franchise, meaning any prior oral or written statements not set out in the Franchise Agreement will not be binding. YOU UNDERSTAND THAT YOUR ACKNOWLEDGEMENT OF THE STATEMENTS ABOVE ARE IMPORTANT TO US AND THAT WE WILL RELY ON THEM. BY SIGNING THIS ACKNOWLEDGEMENT, YOU ARE REPRESENTING THAT YOU HAVE CONSIDERED EACH STATEMENT CAREFULLY AND THAT EACH STATEMENT IS ACCURATE AND TRUTHFUL. «Z1_First_Name» «Z1_Last_Name» a «Z1_State_of_Formation» «Z1_Entity_Type»
IF THE FRANCHISE IS TO BE OPERATED IN, OR YOU ARE A RESIDENT OF, MARYLAND, DO NOT SIGN THE ACKNOWLEDGEMENT.
As you know, Auntie Anne's Franchisor SPV LLC ("we") and the franchisee identified below ("you") are preparing to enter into an Auntie Anne's® Franchise Agreement (the "Franchise Agreement") for the operation of an Auntie Anne's® franchise. The purpose of this Acknowledgement is to determine whether any statements or promises were made to you that we have not authorized or that may be untrue, inaccurate or misleading, to be certain that you have been properly represented in this transaction, and to be certain that you understand the limitations on claims you may make by reason of the purchase and operation of your franchise. You cannot sign or date this Acknowledgement the same day as the Receipt for the Franchise Disclosure Document, but you must sign and date it the same day you sign the Franchise Agreement and pay your franchise fee.
Please review each of the following statements carefully and initial by each providing your acknowledgement that the statement is accurate and true. If you find that a statement is not accurate and true, please cease signing this Acknowledgement and related documents and immediately e-mail Tim Goodman, Senior Vice President of Franchise Administration, at tgoodman@gotofoods.com and provide an explanation of why you believe such statement is not accurate and true.
Source: Item 22 — CONTRACTS (FDD page 106)
What This Means (2024 FDD)
Based on the 2024 Auntie Annes Franchise Disclosure Document, the franchise agreement contains the entire agreement between Auntie Annes and the franchisee. This implies that any prior oral or written statements not explicitly included in the franchise agreement are not binding. This clause is reinforced by an acknowledgement that the franchisee must sign, confirming they understand the limitations on claims they can make based on the purchase and operation of their franchise.
This means that prospective Auntie Annes franchisees should ensure all material terms and conditions are documented within the franchise agreement itself. Any verbal promises or assurances made during negotiations should be confirmed in writing and incorporated into the agreement to be legally enforceable.
The FDD emphasizes the importance of this acknowledgement, stating that Auntie Annes relies on it. By signing, the franchisee represents they have carefully considered each statement and that each statement is accurate and truthful. If a franchisee finds any statement to be inaccurate or untrue, they are instructed to cease signing the acknowledgement and related documents and immediately contact Auntie Anne's Senior Vice President of Franchise Administration with an explanation.
For franchisees in Maryland, there is a specific caveat: they should not sign the acknowledgement. This may be due to specific state laws regarding franchise agreements and disclosures. This highlights the importance of understanding state-specific franchise laws and how they may modify or supersede the standard franchise agreement.