Are oral modifications to the Bonchon Area Development Agreement allowed?
Bonchon Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provisions | Section in Area Development Agreement | Summary |
|---|---|---|
| s. Modification of the | Section 18.05 | No oral modifications. |
| agreement | ||
| t. Integration/ merger clause | Section 18.05 | Only the terms of the Area Development Agreement, the Exhibits to the Area Development Agreement and all agreements signed with it are enforceable (subject to state law). Any representations or promises outside of the Disclosure Document and franchise agreement may not be enforceable. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 71–81)
What This Means (2025 FDD)
According to Bonchon's 2025 Franchise Disclosure Document, oral modifications to the Area Development Agreement are not permitted. Section 18.05 of the agreement explicitly prohibits oral modifications. Additionally, the integration/merger clause states that only the terms within the Area Development Agreement, its exhibits, and any signed agreements are enforceable. This means any representations or promises made outside of these documents and the Disclosure Document may not be enforceable.
This provision is standard in franchise agreements to ensure clarity and prevent disputes based on verbal understandings. Franchisees should be aware that any discussions or promises made during negotiations that are not documented in the written agreement are unlikely to be legally binding. This protects both the franchisee and Bonchon by ensuring that all agreed-upon terms are clearly defined and documented.
For a prospective Bonchon franchisee, this means it is crucial to ensure that all material terms and conditions are included in the written Area Development Agreement. Any verbal agreements or understandings should be reduced to writing and formally incorporated into the agreement to be enforceable. This helps avoid potential misunderstandings or disagreements later on, as only the written terms will be legally recognized.