What is the exception to the superseding of prior representations made to the Baya Bar Developer?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
BY EXECUTING THE FRANCHISE AGREEMENT, FRANCHISEE AND ANY PRINCIPAL, INDIVIDUALLY AND ON BEHALF OF FRANCHISEE'S AND SUCH PRINCIPAL'S HEIRS, LEGAL REPRESENTATIVES, SUCCESSORS AND ASSIGNS, HEREBY FOREVER RELEASE AND DISCHARGE BAYA BAR FRANCHISE SYSTEMS, LLC, BAYA BAR, LLC, AND ANY OF EITHER'S PARENT COMPANY, SUBSIDIARIES, DIVISIONS, AFFILIATES, SUCCESSORS, ASSIGNS AND DESIGNEES, AND THE FOREGOING ENTITIES' DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SHAREHOLDERS, SUCCESSORS, DESIGNEES AND REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS AND JUDGMENTS RELATING TO OR ARISING UNDER THE STATEMENTS, CONDUCT, CLAIMS OR ANY OTHER AGREEMENT BETWEEN THE PARTIES EXECUTED PRIOR TO THE DATE OF THE FRANCHISE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, ANY AND ALL CLAIMS, WHETHER PRESENTLY KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, ARISING UNDER THE FRANCHISE, SECURITIES, TAX OR ANTITRUST LAWS OF THE UNITED STATES OR OF ANY STATE OR TERRITORY THEREOF. THIS RELEASE SHALL NOT APPLY TO ANY CLAIMS ARISING FROM REPRESENTATIONS MADE BY FRANCHISOR IN FRANCHISOR'S FRANCHISE DISCLOSURE DOCUMENT RECEIVED BY FRANCHISEE.
Source: Item 23 — RECEIPTS (FDD pages 56–189)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, the standard agreement between Baya Bar and its developers supersedes any prior agreements. However, there is an exception to this rule. The release does not apply to any claims arising from representations made by Baya Bar in its Franchise Disclosure Document (FDD) that the franchisee received.
This means that while previous discussions or agreements might not hold legal weight, any claims stemming from statements made within the official Baya Bar FDD itself are still valid and can be used as the basis for legal claims. This is a crucial protection for the franchisee, ensuring that the franchisor is accountable for the information provided in the FDD.
For a prospective Baya Bar franchisee, this highlights the importance of carefully reviewing the FDD and understanding its contents. Any discrepancies between what was verbally promised and what is stated in the FDD should be addressed. The FDD serves as the primary source of information and legal basis for the franchise agreement, superseding earlier conversations or understandings.