Does the Bang Cookies Franchise Agreement disclaim representations made in the Franchise Disclosure Document?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
| s. | Modification of the agreement | 18.L. | Requires writing signed by you and us, except for unilateral changes that we may make to the Manuals or our unilateral reduction of the scope of a restrictive covenant that we may make in our discretion. |
|---|---|---|---|
| t. | Integration/merger clauses | 18.M. | Only the terms of the Franchise Agreement and schedules to the Franchise Agreement and the respective signed exhibits to the Franchise Agreement are binding, subject to state law. Nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 42–49)
What This Means (2024 FDD)
According to Bang Cookies's 2024 Franchise Disclosure Document, the Franchise Agreement does not disclaim representations made in the Franchise Disclosure Document (FDD). Specifically, the integration/merger clause in the agreement states that the terms of the Franchise Agreement, its schedules, and signed exhibits are binding, subject to state law. Importantly, the clause explicitly notes that nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits, and amendments. This means that Bang Cookies franchisees can rely on the information provided in the FDD as part of their agreement with the franchisor.
This provision is beneficial for prospective Bang Cookies franchisees because it ensures that the representations made by Bang Cookies in the FDD are legally binding and cannot be contradicted or disclaimed by other parts of the Franchise Agreement. The FDD contains important information about the franchise system, including fees, costs, obligations, and performance data. By affirming the FDD's representations, Bang Cookies provides franchisees with a degree of legal protection and recourse if the actual franchise operation deviates significantly from what was presented in the FDD.
Integration or merger clauses are standard in franchise agreements to define the scope of the complete agreement between the franchisor and franchisee. The Bang Cookies agreement follows a best practice by explicitly stating that the FDD's representations are not disclaimed. This protects the franchisee and promotes transparency in the franchise relationship. Franchisees should carefully review the integration clause in any franchise agreement to understand what documents and representations are considered part of the legally binding agreement.