What documents constitute the entire agreement between the Baya Bar Franchisor and Developer?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
- Developer agrees that no claims of success or failure have been made to him or her prior to signing this Agreement and that he/she understands all the terms and conditions of this Agreement. Developer further acknowledges that this Agreement contains all oral and written agreements, representations and arrangements between the parties hereto, and any rights which the respective parties hereto may have had under any other previous contracts are hereby cancelled and terminated, and that this Agreement cannot be changed or terminated orally; provided, however, nothing in this Multi-Unit Development Agreement or in any related agreement is intended to disclaim the representations made to Developer in Franchisor's Franchise Disclosure Document.
Source: Item 23 — RECEIPTS (FDD pages 56–189)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, the entire agreement between the franchisor and developer includes all oral and written agreements, representations, and arrangements. It also states that any prior contracts are canceled and terminated. However, the agreement does not disclaim representations made to the developer in the Franchise Disclosure Document.
This means that a Baya Bar developer cannot claim they were promised something verbally or in a separate document if it's not also included in the current agreement or the FDD. The written agreement is the final word, and any previous understandings are superseded.
However, Baya Bar acknowledges that any representations made within the Franchise Disclosure Document itself are still valid and binding, even if they are not reiterated in the development agreement. This protects the developer from the franchisor disavowing information presented in the FDD.