What is the effect of the entire agreement clause on prior negotiations or representations made to a Bonchon franchisee?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement, all exhibits to this Agreement, and all ancillary agreements executed contemporaneously with this Agreement constitute the entire agreement between the parties with reference to the subject matter of this Agreement and supersede any and all prior negotiations, understandings, representations and agreements. Nothing in this or any related Agreement, however, is intended to disclaim or require you to waive reliance on any representation that we made in the Franchise Disclosure Document that we provided to you. You specifically acknowledge that the only financial performance information we furnish is set forth in Item 19 of our franchise disclosure document; that no officer, director, employee, agent, representative or independent contractor of ours is authorized to furnish you with any other financial performance information. For the purpose of this Agreement, "financial performance information" means information given, whether orally, in writing or visually which states, suggests or infers a specific level or range of historic or prospective sales, expenses and/or profits of franchised or non-franchised Bonchon Businesses and Restaurants.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, the franchise agreement represents the entire agreement between Bonchon and the franchisee, superseding any prior negotiations, understandings, representations, and agreements. This means that any promises or representations made before the signing of the franchise agreement are not binding unless they are explicitly included in the agreement itself.
However, the integration clause in the Bonchon franchise agreement does not disclaim or require a franchisee to waive reliance on any representation made in the Franchise Disclosure Document (FDD). This is an important exception, as the FDD contains critical information that a franchisee relies upon when making their investment decision. The FDD is a legally required document that Bonchon must provide to potential franchisees, and it contains information about the franchise system, fees, obligations, and financial performance.
Bonchon specifically acknowledges that the only financial performance information it furnishes is set forth in Item 19 of the franchise disclosure document. Furthermore, no officer, director, employee, agent, representative, or independent contractor of Bonchon is authorized to furnish any other financial performance information. This reinforces the importance of Item 19 and cautions franchisees against relying on any unofficial financial projections or promises. For the purpose of the agreement, financial performance information means information given, whether orally, in writing or visually which states, suggests or infers a specific level or range of historic or prospective sales, expenses and/or profits of franchised or non-franchised Bonchon Businesses and Restaurants.