What representation does a Belocal franchisee make regarding reliance on statements made by the franchisor?
Belocal Franchise · 2025 FDDAnswer from 2025 FDD Document
interests therein or in the Franchisee.
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- [OMIT FOR WASHINGTON FRANCHISEES; FOR USE IN STATES OTHER THAN WASHINGTON:] Full and Independent Knowledge. Franchisee represents that it has been represented by an attorney in connection with the preparation and review of this Agreement, that it has specifically discussed with its attorney the meaning and effect of this Agreement, and that it has carefully read and understands the scope and effect of each provision contained herein. Franchisee further represents that it does not rely and has not relied upon any representation or statement made by the Franchisor or, any of the Releasees or any of their representatives with regard to the subject matter, basis, or effect of this Agreement.
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- Compromise. Franchisee agrees for itself and the Franchisee Related Parties that the releases contained herein are the result of a compromise and shall never at any time or for any purpose be considered as an admission of liability or responsibility on the part of Franchisor or the Releasees regarding any matter.
7. General Provisions.
- (a) Entire Agreement. This Agreement, when fully executed, supersedes all previous negotiations, representations, and discussions by the parties hereto concerning the subject matter hereof and integrates the whole of all of their agreements and understandings concerning the subject matter hereof. No oral representations or undertakings concerning the subject matter hereof shall operate to amend, supersede, or replace any of the terms or conditions set forth herein.
- (b) Authority. By their signatures below, the parties hereto represent and warrant to each other that they have all necessary authority to enter into this Agreement. Each party hereto represents and warrants that the party is entering into this Agreement solely for the purposes and consideration set forth herein.
- (c) Counterpart Execution. This Agreement may be executed in multiple counterparts, each of which shall be fully effective as an original.
- (d) Survival. All covenants, representations, warranties, and agreements of the parties shall survive execution and delivery of this Agreement and shall continue until such time as all the obligations of the parties hereto shall have lapsed in accordance with their respective terms or shall have been discharged in full.
| (e) | Further Assurance. The parties hereto covenant and agree that they will execute |
|---|---|
| such other and further instruments and documents as are or may become necessary or convenient to | |
| effectuate and carry out the intent of this Agreement. |
- (f) Complete Defense.
Source: Item 22 — CONTRACTS (FDD page 71)
What This Means (2025 FDD)
According to Belocal's 2025 Franchise Disclosure Document, franchisees in states other than Washington represent that they do not rely on any statements made by Belocal or its representatives regarding the franchise agreement. Specifically, the franchisee acknowledges that they have had the opportunity to consult with an attorney, have read and understand the agreement, and are entering into it voluntarily. This representation is part of a general release of claims, where the franchisee assumes the risk of unknown or unanticipated claims.
This representation is significant because it could limit a franchisee's ability to bring legal claims against Belocal based on statements made during the franchise sales process. For example, if a franchisee was told they could expect a certain level of revenue but the actual revenue is lower, this clause could make it more difficult to sue for misrepresentation. The FDD emphasizes that franchisees should conduct their own due diligence and seek independent legal advice before signing the agreement.
However, the FDD also states that any provision disclaiming reliance on representations made by Belocal or its agents is void and unenforceable. This seems contradictory to the previous clause. Additionally, no statement signed by a franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Belocal or its representatives. This provision supersedes any other term of any document executed in connection with the franchise.
Prospective Belocal franchisees should carefully review these conflicting provisions with their own legal counsel to fully understand their rights and obligations. It is essential to document all communications with Belocal representatives during the sales process and to rely on independent research and advice rather than solely on the franchisor's representations.