Are oral representations made to the Baya Bar franchisee binding on the franchisor?
Baya_Bar Franchise · 2024 FDDAnswer from 2024 FDD Document
- 21.13 Entire Agreement. This Agreement, including all attachments, is the entire agreement of the parties, superseding all prior written or oral agreements of the parties concerning the same subject matter, and superseding all prior written or oral representations made to Franchisee, except the representations made to Franchisee in Franchisor's Franchise Disclosure Document. No agreement of any kind relating to the matters covered by this Agreement and no amendment of the provisions hereof shall be binding upon either party unless and until the same has been made in writing and executed by all interested parties.
Source: Item 22 — CONTRACTS (FDD page 56)
What This Means (2024 FDD)
According to Baya Bar's 2024 Franchise Disclosure Document, the franchise agreement represents the entire agreement between the franchisor and franchisee. It supersedes any prior agreements, whether written or oral. This means that any promises or representations made to a prospective Baya Bar franchisee that are not explicitly included in the Franchise Disclosure Document or the franchise agreement itself are not binding on Baya Bar.
This "integration clause" is a common feature in franchise agreements. It protects Baya Bar from claims based on verbal promises made by its representatives during the sales process. For example, if a Baya Bar representative tells a prospective franchisee that they can expect a certain level of revenue within the first year, but this is not written into the franchise agreement, the franchisee cannot hold Baya Bar to that promise.
Therefore, it is crucial for potential Baya Bar franchisees to carefully review the Franchise Disclosure Document and the franchise agreement before signing. Any expectations or promises should be confirmed in writing within these documents to ensure they are enforceable. This protects the franchisee and provides clarity regarding the terms and conditions of the franchise agreement.