Does the 'entire agreement' clause in the Aw franchise agreement disclaim representations made in the Aw Franchise Disclosure Document?
Aw Franchise · 2025 FDDAnswer from 2025 FDD Document
- 19.6 Entire Agreement; Modification. This Agreement, together with the introduction and exhibits and attachments to it and the Operations Manual and all other written standards, specifications or policies issued by us, constitute the entire agreement between us, and there are no other oral or written understandings or agreements between us concerning the subject matter of this Agreement. However, this Paragraph does not disclaim the representations we have made in our Franchise Disclosure Document that was furnished to you.
Source: Item 22 — CONTRACTS (FDD pages 39–40)
What This Means (2025 FDD)
According to Aw's 2025 Franchise Disclosure Document, the franchise agreement contains an 'entire agreement' clause. This clause generally means that the written franchise agreement represents the complete and final understanding between Aw and the franchisee, superseding any prior oral or written agreements. However, the Aw franchise agreement specifically states that this clause does not disclaim the representations made in the Franchise Disclosure Document (FDD). This means that Aw cannot argue that the franchisee is prevented from relying on the information provided in the FDD.
This is a significant protection for prospective Aw franchisees. Franchisees can hold Aw accountable for the statements and representations made in the FDD, which is a crucial document for evaluating the franchise opportunity. Without this provision, Aw could potentially argue that any promises or representations made during the pre-sale process, but not included in the final franchise agreement, are not binding.
Furthermore, the FDD states that no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under any applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Aw or its representatives. This reinforces the franchisee's right to rely on the FDD and other representations made by Aw during the franchise sales process. This protection is especially important in states with franchise laws designed to protect franchisees from misrepresentations or unfair practices.
In summary, the Aw franchise agreement's 'entire agreement' clause does not disclaim representations made in the FDD, and additional provisions prevent franchisees from waiving their rights to rely on statements made by Aw. This provides a legal basis for franchisees to hold Aw accountable for the information provided during the franchise sales process, offering an additional layer of security for their investment.