Does the Azal Coffee franchise agreement disclaim reliance on statements made in the Franchise Disclosure Document?
Azal_Coffee Franchise · 2024 FDDAnswer from 2024 FDD Document
This Agreement and all appendices and other documents attached to this Agreement that are incorporated in this Agreement, will constitute the entire agreement between the parties. This Agreement supersedes and replaces any and all previous or contemporaneous written and oral agreements or understandings, promises, representations, inducements, or dealings between the parties. You agree and understand that we will not be liable or obligated for any oral representations or commitments made prior to the execution of this Agreement or for claims of negligent or fraudulent misrepresentation, fraudulent inducement, or silent fraud based on any such oral representation or commitments, or non-disclosure of any information. However, nothing in this Section or otherwise in this Agreement is intended to disclaim or waive your reliance on any statements made in the Franchise Disclosure Document delivered to you or in the exhibits and amendments to the Franchise Disclosure Document. This Agreement may not be amended or modified except in a writing signed by both parties, except that we may unilaterally modify the Franchise Systems and our specifications as provided in this Agreement. THIS SECTION 20.11 SHALL NOT APPLY TO THE SEPARATE CONFIDENTIALITY AND NONDISLCOSURE AGREEMENT AND COVENANT NOT TO COMPETE EXECUTED BY YOU AND YOUR OWNERS, THE GUARANTY, AND THE COLLATERAL ASSIGNMENT OF LEASE, WHICH SHALL EACH CONSTITUTE A SEPARATE AGREEMENT AND ARE NOT INTEGRATED IN OR MADE A PART OF THIS FRANCHISE AGREEMENT.
Source: Item 22 — CONTRACTS (FDD page 51)
What This Means (2024 FDD)
According to Azal Coffee's 2024 Franchise Disclosure Document, the franchise agreement contains an integration clause that addresses the reliance on statements made. Specifically, while the agreement states that Azal Coffee will not be liable for oral representations or commitments made prior to the execution of the agreement, it explicitly clarifies that this does not disclaim reliance on statements made in the Franchise Disclosure Document (FDD) itself or its exhibits and amendments. This means that franchisees can rely on the information provided in the FDD when making their decision to invest in an Azal Coffee franchise.
This clause is important for prospective franchisees because it protects their right to claim reliance on the information presented in the FDD. Franchisees are encouraged to carefully review the FDD and its exhibits, as these documents are the primary source of information upon which they can base their investment decision. The FDD contains important details about the franchise system, including fees, obligations, and financial performance representations.
It is also important to note that the agreement supersedes any prior written or oral agreements, promises, representations, or understandings between the parties. This means that any information or commitments made outside of the FDD and the franchise agreement may not be legally binding. However, the confidentiality and nondisclosure agreement, covenant not to compete, the guaranty, and the collateral assignment of lease are separate agreements and are not integrated into the franchise agreement.
Therefore, prospective Azal Coffee franchisees should ensure they thoroughly understand the contents of the FDD and the franchise agreement before signing. They should also consult with an attorney or other professional advisor to discuss the potential benefits and risks of investing in an Azal Coffee franchise.