Is a verbal agreement to modify the B Bops Development Agreement enforceable?
B_Bops Franchise · 2025 FDDAnswer from 2025 FDD Document
| M. Conditions for the Company approval of transfer | Section 13 | Proposed transferee must satisfy the Company's current standards for new developers; assumption of Development Agreement; execution of general release (to the extent permitted by Minnesota law) and nondisclosure and noncompetition agreement; payment of $3,000 transfer fee; compliance with transfer provisions of Franchise Agreement if any Franchises simultaneously being transferred; and compliance with right of first refusal granted to the Company. | |------------------------------------------------------------------------------------------|---------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------| | N. The Company's right of first refusal to acquire your development rights | Section 13(D) | The Company has the right to purchase the development rights or any ownership interest in the entity owning the development rights upon the same terms and conditions as contained in any bona fide offer received from a third party. | | O. The Company's option to | None | Not applicable. | | purchase your development | | | | rights | | | | P. Your death or disability | Section 13(B) | The development rights, or any controlling interest in any entity owning the development rights, must be transferred to an approved transferee, with the Company to be notified of the proposed transferee within six (6) months of death or disability. | | Q. Non-competition covenants | Section 12 | No involvement in a business substantially | | during the term of the | | similar to a B-Bop's Restaurant at any | | Development Agreement | | location. | | R. Non-competition covenants after the development rights are terminated or expire | Section 12 | No involvement in a business substantially similar to a B-Bop's Restaurant for two (2) years after termination or expiration within: (i) the trade area specified in the Development Agreement; or (ii) 20 miles of any other B-Bop's Restaurant then in operation or under development, except that you will be entitled to continue to operate any B-Bop's Restaurant pursuant to a Franchise Agreement entered into with the Company prior to termination or expiration of the development rights. | | S. Modification of the Development Agreement | Section 26 | No modifications or amendment to the Development Agreement unless in writing and signed by the party against whom enforcement is sought. |
| T. Integration/merger clause | Section 26 | Only the terms of the Development Agreement, the documents referred to in and the attachments to the Development Agreement are binding. Any other oral or written promises related to the subject matter of the Development Agreement may not be enforceable. This is not intended to disclaim any representations made in this disclosure document.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 40–49)
What This Means (2025 FDD)
According to B Bops's 2025 Franchise Disclosure Document, any modifications to the Development Agreement must be in writing to be enforceable. Section 26 of the Development Agreement specifies that only the terms within the Development Agreement itself, along with referenced documents and attachments, are binding. This means that any other promises or agreements, whether spoken or written, that relate to the Development Agreement's subject matter may not be legally enforceable against B Bops.
This clause protects B Bops from claims based on informal agreements or understandings that are not documented and signed. It ensures that all binding obligations are clearly defined in a written contract. For a prospective B Bops franchisee, this means that any negotiation or agreement reached with B Bops during discussions should be formally documented and included in the written Development Agreement to ensure enforceability.
The FDD highlights the importance of written agreements in Section 26, stating that there can be no modifications or amendments to the Development Agreement unless they are in writing and signed by the party against whom enforcement is sought. This provision underscores the necessity of getting any changes to the Development Agreement documented in writing and properly signed to ensure they are legally binding and enforceable.