When entering into the Body20 Franchise Agreement, is the franchisee relying on any statements outside of the Franchise Agreement itself?
Body20 Franchise · 2025 FDDAnswer from 2025 FDD Document
- (c) No Reliance on Contrary Representations.
You have no knowledge of any representations made about the franchise opportunity by us, our affiliates, or any of our or their officers, directors, owners, or agents that are contrary to the statements made in our FDD or to the terms and conditions of this Agreement.
You are not relying on any representations or warranties, express or implied, furnished by us or our representatives other than those expressly set forth in this Agreement and the FDD.
- (d) Financial Performance Representations.
Except as may be stated in the FDD, neither we, nor any of our affiliates, nor any of our or our affiliates' officers, agents,
employees, or representatives have made any representation to you, express or implied, as to the historical revenues, earnings, or profitability of any Studio or the anticipated revenues, earnings, or profitability of the business subject to the license or any other business operated by us, our licensees, our franchisees, or our affiliates. Any information you have acquired from other franchisees regarding their sales, profits or cash flows is not information obtained from us, and we make no representation about that information's accuracy
18.6 No Waiver or Disclaimer of Reliance in Certain States. The following provision applies only to franchisees and Studios that are subject to the state franchise disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin:
No statement, questionnaire, or acknowledgement signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on behalf of us. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 23 — RECEIPT (FDD pages 74–251)
What This Means (2025 FDD)
According to Body20's 2025 Franchise Disclosure Document, franchisees are generally not relying on any representations or warranties outside of what is expressly stated in the Franchise Agreement and the FDD. Specifically, franchisees confirm they have no knowledge of any representations made by Body20, its affiliates, or their representatives that contradict the FDD or the Franchise Agreement. This acknowledgement aims to limit Body20's liability by ensuring franchisees base their investment decisions on the official documents. However, this may not apply in certain states.
For franchisees and studios subject to franchise disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin, no signed statement can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Body20 or its representatives. This provision protects franchisees in these states from unknowingly relinquishing their legal rights based on external statements or promises. This protection supersedes any conflicting terms in any document related to the franchise agreement.
Furthermore, Body20 states that neither they, nor their affiliates, have made any representations to the franchisee, express or implied, as to the historical or anticipated revenues, earnings, or profitability of any studio, except as stated in the FDD. Any information acquired from other franchisees regarding their sales, profits, or cash flows is not information obtained from Body20, and Body20 makes no representation about that information's accuracy. This disclaimer emphasizes that franchisees should not rely on financial performance representations outside of the FDD and that Body20 is not responsible for the accuracy of information obtained from other franchisees. This is a common practice in franchising to avoid liability for unofficial financial projections or claims.