Are there any representations made outside of the Bang Cookies Franchise Agreement and its exhibits that are considered binding?
Bang_Cookies Franchise · 2024 FDDAnswer from 2024 FDD Document
| 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. |
| u. Dispute resolution by arbitration or mediation | 18.G. | Except for certain claims for injunctive relief, all disputes must first be submitted to non-binding mediation in Bergen County, New Jersey and, if mediation is unsuccessful, then to binding arbitration in Bergen County, New Jersey. |
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 terms of the Franchise Agreement, its schedules, and signed exhibits are binding, subject to state law. Importantly, the FDD states 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 any promises or representations made by Bang Cookies in the FDD are legally binding, even if they are not explicitly stated in the Franchise Agreement itself.
This clause protects the franchisee by ensuring that Bang Cookies cannot later deny representations made in the FDD. The FDD serves as a crucial document outlining the terms of the franchise relationship, and this provision reinforces its importance. Prospective franchisees should carefully review the FDD and its exhibits, as these documents contain legally binding information.
This type of integration/merger clause is standard in franchise agreements. It aims to provide clarity and prevent disputes by specifying which documents constitute the complete agreement between the franchisor and franchisee. Franchisees should pay close attention to these clauses to understand their rights and obligations fully.
For a Multi-Unit Development Agreement, the agreement is the entire agreement between Bang Cookies and the franchisee relating to the development of the Exclusive Territory. The FDD states that nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits, and amendments.