Does the Bonchon franchise agreement disclaim the representations the Licensor made in the Franchise Disclosure Document provided to the Licensee?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
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; provided, however, that, and that this Agreement is not to limit any rights that Licensor may have under trade secret, copyright, patent, or other laws that may be available to it. Notwithstanding the foregoing however, nothing in this Agreement or any related agreement is intended to disclaim the representations Licensor made in the Franchise Disclosure Document that it provided to Licensee.
Source: Item 23 — RECEIPTS (FDD pages 92–536)
What This Means (2025 FDD)
According to the 2025 Bonchon Franchise Disclosure Document, the franchise agreement does not disclaim the representations Bonchon made in the Franchise Disclosure Document (FDD) provided to the franchisee. The agreement explicitly states that nothing within it or any related agreement is intended to disclaim the representations Bonchon made in the FDD. This ensures that franchisees can rely on the information provided in the FDD when making their investment decision.
Furthermore, the Bonchon franchise agreement also specifies that it, along with all accompanying exhibits and ancillary agreements, constitutes the entire agreement between the parties. It supersedes any prior negotiations, understandings, representations, and agreements. However, this integration clause does not allow Bonchon to disclaim or require a waiver of reliance on any representation made in the Franchise Disclosure Document.
Bonchon also clarifies that the only financial performance information it furnishes is set forth in Item 19 of the FDD. 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 restricts the franchisee from claiming reliance on any unauthorized financial information.