Is a provision denying a franchisee's reliance on the Bft franchise disclosure document enforceable under California Corporations Code Section 31512.1?

According to Bft's 2025 Franchise Disclosure Document, Section 31512.1 of the California Corporations Code addresses the enforceability of provisions that disclaim or deny reliance on the franchise disclosure document. Specifically, it states that any provision in the Franchise Agreement, Disclosure Document, or any related writing that disclaims or denies a franchisee's reliance on the franchise disclosure document is contrary to public policy and therefore void and unenforceable. This includes any exhibits to those documents.

For a prospective Bft franchisee in California, this means that any attempt by Bft to include language that prevents the franchisee from relying on the FDD is legally invalid. This protection ensures that franchisees can take action based on the information provided in the FDD without being undermined by disclaimers. The FDD is a critical document for making informed investment decisions, and this provision reinforces its importance.

This protection extends to representations made by Bft or its agents, not just the document itself. The California Corporations Code also makes unenforceable any provisions disclaiming or denying representations made by Bft or its personnel or agents to a prospective franchisee, reliance by a franchisee on any representations made by Bft or its personnel or agents, and violations of any provision of the relevant division of the California Corporations Code. This comprehensive protection aims to prevent franchisors from circumventing disclosure requirements through contractual clauses.