Can obligations contradicting the Beverly Anns Cookie Franchise Owner Agreement be implied?
Beverly_Anns_Cookie Franchise · 2025 FDDAnswer from 2025 FDD Document
8. Miscellaneous.
- 8.1 No Other Agreements. This Franchise Owner Agreement constitutes the entire, full, and complete agreement between the parties, and supersedes any earlier or contemporaneous negotiations, discussions, understandings, or agreements. There are no representations, inducements, promises, agreements, arrangements, or undertakings, oral or written, between the parties relating to the matters covered by this Franchise Owner Agreement, other than those in this Franchise Owner Agreement. No other obligations, restrictions, or duties that contradict or are inconsistent with the express terms of this Franchise Owner Agreement may be implied into this Franchise Owner Agreement. Except for unilateral reduction of the scope of the covenants permitted in Section 3.3 (or as otherwise expressly provided in this Franchise Owner Agreement), no amendment, change, or variance from this Franchise Owner Agreement will be binding on either party unless it is mutually agreed to by the parties and executed in writing. Time is of the essence.
- 8.2 Severability. Each provision of this Franchise Owner Agreement, and any portions thereof, will be considered severable. If any provision of this Franchise Owner Agreement or the application of any provision to any person, property, or circumstances is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Franchise Owner Agreement will be unaffected and will still remain in full force and effect. The parties agree that the provision found to be invalid or unenforceable will be modified to the extent necessary to make it valid and enforceable, consistent with the original intent of the parties (i.e., to provide maximum protection for us and to effectuate
Source: Item 23 — RECEIPTS (FDD pages 57–235)
What This Means (2025 FDD)
According to Beverly Anns Cookie's 2025 Franchise Disclosure Document, the Franchise Owner Agreement constitutes the entire agreement between the parties, superseding any prior negotiations or agreements. The franchise agreement explicitly states that no other obligations, restrictions, or duties that contradict or are inconsistent with the express terms of the Franchise Owner Agreement may be implied. This clause aims to provide clarity and prevent misunderstandings by ensuring that all obligations are clearly defined within the written agreement.
This provision protects both Beverly Anns Cookie and the franchisee by limiting the scope of their obligations to what is explicitly written in the Franchise Owner Agreement. This means a franchisee cannot claim that Beverly Anns Cookie is bound by any verbal promises or understandings that are not documented in the agreement. Similarly, Beverly Anns Cookie cannot impose additional duties on the franchisee that are not part of the written contract.
However, the agreement also notes an exception. The agreement can be modified if it is mutually agreed to by both parties in writing. Additionally, Beverly Anns Cookie can unilaterally reduce the scope of the covenants in Section 3.3 of the agreement. This ensures that any changes or waivers are documented and agreed upon, maintaining the integrity of the contract while allowing for necessary adjustments. This clause is intended to provide maximum protection for Beverly Anns Cookie and to ensure the franchisee fulfills their obligations to the fullest extent permitted by law.