When purchasing a Bambu franchise, can a franchisee rely on promises not contained in the 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 Bambu's 2025 Franchise Disclosure Document, a franchisee cannot rely on promises or representations that are not explicitly stated in the franchise agreement or the most recent Franchise Disclosure Document (FDD). Bambu explicitly states that the franchise agreement, along with its attachments and addenda, constitutes the entire agreement between the parties. This clause supersedes any prior agreements related to the subject matter.
Bambu emphasizes that it will not be held liable for claims of negligent or fraudulent misrepresentation based on verbal representations or commitments made before the execution of the franchise agreement. Furthermore, Bambu does not authorize and will not be bound by any representation that is not expressed in the agreement or the most recent FDD. This includes representations regarding projected sales volumes, market potential, revenues, profits of the franchisee's Bambu location, or operational assistance, unless these are clearly stated in the franchise agreement and the FDD.
This provision protects Bambu from potential misunderstandings or misinterpretations of promises made during the franchise sales process that are not formally documented. It also places the onus on the prospective franchisee to carefully review the franchise agreement and the FDD to ensure that all material terms and conditions are clearly understood and agreed upon in writing.
For a prospective Bambu franchisee, this means that any promises, assurances, or expectations about the franchise opportunity must be documented in the franchise agreement or the FDD to be enforceable. It is crucial to conduct thorough due diligence and seek legal counsel to review these documents before signing the agreement to avoid future disputes based on undocumented claims.