Is Bambu liable for any verbal representations or commitments made prior to the execution of the Bambu Franchise Agreement?
Bambu Franchise · 2025 FDDAnswer from 2025 FDD Document
24.2 Entire Agreement.
This Agreement, including all attachments and addenda, contains the entire agreement between the parties and supersedes any and all prior agreements concerning the subject matter hereof.
Franchisee acknowledges that it has not relied on any verbal representations or commitments made prior to the execution hereof and agrees that Bambu will not be liable or obligated for any claims of negligent or fraudulent misrepresentation based on any such verbal representations or commitments.
Bambu does not authorize and will not be bound by any representation of any nature other than those expressed in this Agreement and in the most recent Franchise Disclosure Document ("FDD") provided to Franchisee by Bambu or its representatives in connection with this Agreement.
Franchisee further acknowledges and agrees that no representations have been made to it by Bambu regarding projected sales volumes, market potential, revenues, profits of Franchisee's Bambū shoppe, or operational assistance other than as stated in this Agreement and in the most recent FDD provided to Franchisee by Bambu.
Source: Item 23 — Receipts (FDD pages 52–209)
What This Means (2025 FDD)
According to the 2025 Bambu Franchise Disclosure Document, Bambu franchisees acknowledge that they have not relied on any verbal representations or commitments made before signing the Franchise Agreement. The agreement explicitly states that Bambu will not be held liable or obligated for any claims of negligent or fraudulent misrepresentation based on such verbal representations or commitments. This means that any promises, assurances, or understandings that are not written into the Franchise Agreement or the FDD are not binding on Bambu.
This provision protects Bambu from potential disputes arising from misunderstandings or unfulfilled promises made during the pre-sale process. It also places the onus on the prospective franchisee to ensure that all important terms and conditions are documented in the agreement itself. This is a common practice in franchising, as it provides clarity and certainty for both parties.
For a prospective Bambu franchisee, this clause underscores the importance of due diligence and careful review of the Franchise Agreement and FDD. It is crucial to clarify any verbal representations or commitments with Bambu and ensure they are included in the written agreement before signing. Relying solely on verbal assurances carries significant risk, as Bambu is not legally bound by them. Franchisees should seek legal counsel to review the agreement and ensure they fully understand their rights and obligations. Furthermore, the agreement specifies that Bambu is only bound by representations made in the agreement itself and the most recent FDD.