Does the Bang Cookies franchise agreement disclaim express representations made in the Franchise Disclosure Document, its exhibits, and amendments?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
Amendments to the Bang Cookies Franchise Disclosure Document
- The following information is added to the cover page of the Franchise Disclosure Document:
INFORMATION COMPARING FRANCHISORS IS AVAILABLE. CALL THE STATE ADMINISTRATORS LISTED IN EXHIBIT A OR YOUR PUBLIC LIBRARY FOR SOURCES OF INFORMATION. REGISTRATION OF THIS FRANCHISE BY NEW YORK STATE DOES NOT MEAN THAT NEW YORK STATE RECOMMENDS IT OR HAS VERIFIED THE INFORMATION IN THIS FRANCHISE DISCLOSURE DOCUMENT. IF YOU LEARN THAT ANYTHING IN THE FRANCHISE DISCLOSURE DOCUMENT IS UNTRUE, CONTACT THE FEDERAL TRADE COMMISSION AND NEW YORK STATE DEPARTMENT OF LAW, BUREAU OF INVESTOR PROTECTION AND SECURITIES, 28 LIBERTY STREET, 21ST FLOOR, NEW YORK, NEW YORK 10005.
THE FRANCHISOR MAY, IF IT CHOOSES, NEGOTIATE WITH YOU ABOUT ITEMS COVERED IN THE FRANCHISE DISCLOSURE DOCUMENT. HOWEVER, THE FRANCHISOR CANNOT USE THE NEGOTIATING PROCESS TO PREVAIL UPON A PROSPECTIVE FRANCHISEE TO ACCEPT TERMS WHICH ARE LESS FAVORABLE THAN THOSE SET FORTH IN THIS FRANCHISE DISCLOSURE DOCUMENT.
Source: Item 23 — RECEIPTS (FDD pages 56–245)
What This Means (2024 FDD)
Based on the 2024 Bang Cookies Franchise Disclosure Document, there is no explicit disclaimer of express representations made in the FDD, its exhibits, and amendments within the provided excerpts. However, the document includes several state-specific addenda that address the relationship between the franchise agreement and state laws.
For example, the New York FDD Amendment states that while Bang Cookies may negotiate terms, it cannot pressure a franchisee to accept terms less favorable than those in the FDD. The Hawaii FDD Amendment states that the disclosure document contains a summary of certain material provisions of the franchise agreement and refers to the contract for a full statement of rights and obligations. These statements suggest that the FDD is intended to be an important document, but the franchise agreement itself ultimately governs the relationship.
Several states (California, Illinois, Washington) include addenda clarifying that state laws will take precedence over conflicting terms in the franchise agreement, particularly regarding termination, non-renewal, non-compete clauses, and dispute resolution. These addenda serve to protect franchisees' rights under state law, even if the franchise agreement contains contradictory provisions. Prospective franchisees should carefully review these state-specific addenda and consult with legal counsel to understand how they impact the enforceability of the franchise agreement in their specific state.