If a Body20 franchisee is relying on statements outside the Franchise Agreement, what action must they take?
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 the 2025 Body20 Franchise Disclosure Document, a franchisee generally cannot rely on representations about the franchise opportunity that are not explicitly stated in the Franchise Agreement or the FDD. The FDD states that the franchisee acknowledges they are not relying on any representations or warranties, express or implied, furnished by Body20 or its representatives other than those expressly set forth in the agreement and the FDD. This provision aims to ensure that all material terms and conditions are documented and that franchisees are not making decisions based on verbal promises or other undocumented claims.
However, there is an exception to this rule for franchisees and studios subject to state franchise disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin. For these franchisees, no statement, questionnaire, or acknowledgment signed or agreed to in connection with the commencement of the franchise relationship can waive any claims under any applicable state franchise law, including fraud in the inducement, or disclaim reliance on any statement made by Body20, any franchise seller, or any other person acting on behalf of Body20. This provision supersedes any other term of any document executed in connection with the franchise.
In practical terms, this means that if a prospective Body20 franchisee is considering entering into a franchise agreement based on representations made outside of the FDD and the agreement itself, they should be aware of the limitations on their ability to rely on those representations, especially if they are not in one of the listed states. Franchisees should ensure that all important terms and conditions are included in the written agreements. If a franchisee is in one of the listed states, they retain certain rights to claim reliance on statements made by Body20 or its representatives, even if those statements are not in the FDD or Franchise Agreement. This is a critical protection for franchisees in those states, allowing them to pursue claims for fraud or misrepresentation based on statements made during the franchise sales process.