What is the effect of the entire agreement clause on side agreements or understandings not included in the written Bonchon agreement?
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 integration clause specifies that the written franchise agreement, its exhibits, and any ancillary agreements executed at the same time constitute the entire agreement between the franchisee and Bonchon. This clause supersedes any prior negotiations, understandings, representations, and agreements related to the agreement's subject matter. However, the clause clarifies that it does not disclaim or require a waiver of reliance on any representations made by Bonchon in its Franchise Disclosure Document.
This means that any promises, assurances, or understandings that are not written into the franchise agreement or its associated documents are not legally binding on Bonchon. A prospective Bonchon franchisee cannot rely on verbal agreements or other forms of communication that contradict or supplement the written agreement. The only financial performance information that Bonchon furnishes is set forth in Item 19 of their franchise disclosure document. No officer, director, employee, agent, representative or independent contractor of Bonchon is authorized to furnish any other financial performance information.
This integration clause is a standard provision in franchise agreements. It protects Bonchon from claims based on alleged promises or representations that are not documented in writing. It also encourages prospective franchisees to carefully review the written agreement and to ensure that all important terms and conditions are included. Franchisees should seek legal counsel to review the franchise agreement before signing to ensure they understand the implications of this clause and all other provisions.