Can prior negotiations be used to interpret the Bens Soft Pretzels franchise agreement?

According to the 2025 Bens Soft Pretzels Franchise Disclosure Document, the franchise agreement, along with all schedules, addenda, and appendices, constitutes the entire agreement between the parties. This agreement supersedes any and all prior negotiations, understandings, representations, and agreements. However, the document clarifies that nothing within this agreement or any related agreement is intended to disclaim the representations made by Bens Soft Pretzels in the Franchise Disclosure Document furnished to the franchisee.

This means that while previous discussions or agreements are generally not considered part of the final contract, the representations made by Bens Soft Pretzels in their FDD still hold weight. A prospective franchisee should understand that the written franchise agreement is the ultimate source of truth, but the franchisor cannot contradict the promises made in the FDD.

For a prospective franchisee, this clause emphasizes the importance of carefully reviewing the entire franchise agreement and all associated documents. It also highlights the significance of the FDD as a source of information that Bens Soft Pretzels stands behind. While prior negotiations may not be legally binding, the FDD's representations are an important reference point for understanding the franchise relationship.