Does the Beard Papas Multi-Unit Development Agreement disclaim express representations made in the Franchise Disclosure Document?
Beard_Papas Franchise · 2025 FDDAnswer from 2025 FDD Document
| q. Non-competition covenants during the term of the franchise | Not applicable | Not applicable as to Multi-Unit Development Agreement. However, each Shop developed pursuant to Multi-Unit Development Agreement will be subject to non-competition covenants set forth in each respective Franchise Agreement. |
|---|---|---|
| r. Non-competition covenants after the franchise is terminated or expires | Not applicable | Not applicable as to Multi-Unit Development Agreement. However, each Shop developed pursuant to Multi-Unit Development Agreement will be subject to non-competition covenants set forth in each respective Franchise Agreement. |
| s. Modification of the agreement | 5.3, 7.11 | Only by written agreement between you and us or if governing law requires a modification. We can change the form of the Franchise Agreement for future Shops which will not alter your obligations under the Multi- Unit Development Agreement. |
| t. Integration/merger clauses | 7.12 | The Multi-Unit Development Agreement is the entire agreement between you and us relating to the development of the Exclusive Territory. Notwithstanding the foregoing, nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. Subject to state law. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 43–51)
What This Means (2025 FDD)
According to Beard Papas's 2025 Franchise Disclosure Document, the Multi-Unit Development Agreement does not disclaim express representations made in the Franchise Disclosure Document, its exhibits, and amendments. The FDD states that the Multi-Unit Development Agreement serves as the entire agreement between the franchisee and Beard Papas concerning the development of the Exclusive Territory. However, this is explicitly qualified by the statement that nothing within any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document. This ensures that any promises, claims, or statements made by Beard Papas in the FDD remain valid and enforceable, even with the existence of the Multi-Unit Development Agreement. This protection is subject to applicable state law.
This provision is favorable for prospective Beard Papas multi-unit franchisees because it prevents Beard Papas from later arguing that the FDD's representations are not binding. The integration/merger clause typically aims to consolidate all agreements into one document, but in this case, it explicitly preserves the importance and validity of the FDD. This means that if Beard Papas makes specific claims about potential revenue, support, or other aspects of the franchise in the FDD, those claims cannot be dismissed or contradicted by the terms of the Multi-Unit Development Agreement.
It is important for potential Beard Papas franchisees to carefully review the Franchise Disclosure Document, its exhibits, and amendments, and to understand all representations made within those documents. Franchisees should also consult with a legal professional to ensure they fully understand the implications of the integration/merger clause and the protections it offers under applicable state law. This will help ensure that the franchisee's rights and expectations are protected throughout the term of the Multi-Unit Development Agreement.