Are prior oral representations made to the Baya Bar Developer binding?
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 the 2024 Baya Bar Franchise Disclosure Document, prior oral representations made to the Baya Bar Developer are generally not binding, with a significant exception for representations made within the Franchise Disclosure Document (FDD) itself. The Developer Acknowledgment Statement includes a clause where the developer agrees that the Multi-Unit Development Agreement contains all oral and written agreements between the parties. It also states that any prior contracts are cancelled and terminated.
However, the agreement explicitly clarifies that nothing within it is intended to disclaim the representations made to the developer in Baya Bar's Franchise Disclosure Document. This means that while verbal promises or agreements outside the FDD are not enforceable, the information contained within the FDD is considered binding.
This acknowledgement is a standard legal protection for franchisors. It ensures that franchisees cannot later claim they were induced to sign the agreement based on promises not documented in the official disclosure. Prospective Baya Bar developers should therefore ensure that all important representations are included in the FDD or a written amendment to the agreement, as oral promises may not be enforceable. It is also important for the developer to conduct their own independent investigation into the financial, operational, and other aspects of developing Baya Bar outlets.