Are oral modifications to the Baya Bar Multi-Unit Development Agreement binding?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
| Section in Multi | |||
|---|---|---|---|
| Unit Development | |||
| Provision | Agreement | Summary | |
| r. | Non-competition covenants after the franchise is terminated or expires | Section 8.3.2 | For 24 months after the termination of the Franchise Agreement, you may not: divert, or attempt to divert, customers of any Baya Bar outlet (including yours) to any competitor, participate in any capacity, including, but not limited to as an owner, investor, officer, director, employee or agent, in any competing business within five (5) miles of your former Baya Bar outlet location or any other Baya Bar outlet location (franchised or company owned); do any act that could damage the goodwill of the Marks or System, or disrupt or jeopardize our business or that of our franchisees. |
| s. | Modification of the agreement | Section 11.4 | No oral modifications. No amendment of the provisions will be binding upon either party unless the amendment has been made in writing and executed by all interested parties. |
| t. | Integration/merger clause | Section 11.4 | Only the terms of the Multi-Unit Development Agreement and other related written agreements are binding (subject to applicable state law.) Any representations or promises outside of Multi-Unit Development Agreement may not be enforceable. Notwithstanding the foregoing, nothing in the Multi-Unit Development Agreement is intended to disclaim the express representations made in this Franchise Disclosure Document. |
| u. | Dispute resolution by arbitration or mediation | Sections 10.1, 10.2, 10.3, and 10.4 | At our option, claims that are not resolved internally may be submitted to non-binding mediation at our headquarters, and then to binding arbitration, excluding claims related to injunctive relief, anti-trust, the trademarks, and post-termination obligations. |
| v. | Choice of forum | Section 10.5 | New York, subject to applicable state law. |
| w. | Choice of law | Section 10.5 | New York law applies, subject to applicable state law. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 43–52)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, oral modifications to the Multi-Unit Development Agreement are not binding. Section 11.4 of the agreement specifies that any amendment must be in writing and executed by all interested parties to be considered binding. This means that any verbal agreements or promises made outside of the written contract will not be enforceable.
This provision protects both the franchisee and Baya Bar by ensuring that all modifications are documented and agreed upon in writing, preventing misunderstandings or disputes based on memory or verbal claims. It is a standard clause in franchise agreements to provide clarity and legal certainty regarding the terms of the agreement.
Prospective Baya Bar franchisees should be aware that any changes they wish to make to the Multi-Unit Development Agreement must be formally documented and signed by all parties involved. Relying on verbal assurances or agreements could lead to complications, as these will not be legally recognized or enforceable under the terms of the agreement. This underscores the importance of careful review and documentation of all agreements related to the franchise.