Does the Boulder Designs franchise agreement allow a franchisee to disclaim reliance on the franchise disclosure document?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
ment, vendors, service providers, agents, attorneys, or representatives will have any liability for (i) any of Franchisor's obligations or liabilities relating to or arising from this Agreement, (ii) any claim against Franchisor based on, in respect of, or by reason of the relationship between Franchisee and Franchisor, or (iii) any claim against Franchisor based on any of Franchisor's alleged unlawful acts or omissions.
Section 22.16 Disavowal of Oral Representations
Both parties acknowledge that each want all terms of the business relationship to be defined in this written agreement, and that neither party wants to enter into a business relationship with the other in which any terms or obligations are subject to any oral statements or in which oral statements serve as the basis for creating rights or obligations different than or supplementary to the rights and obligations as set forth in this Agreement. Therefore, both parties agree that this Agreement will supersede and cancel any prior and/or contemporaneous discussions between the Franchisor and the Franchisee. Each party agrees that neither party has placed nor will place any reliance on any such discussions. Franchisee agrees that no representations have been made to the Franchisee concerning this Agreement or the BOULDER DESIGNS franchise other than as contained in this Agreement and in the Franchise Disclosure Document Franchisee has received before the Franchisee signed this Agreement. Franchisee agrees that no claims,
representations, warranties, or guarantees, express or implied, regarding actual or potential earnings, sales, profits, or success of your BOULDER DESIGNS franchise have been made to the Franchisee other than as set forth in Item 19 of the FDD.
Source: Item 22 — CONTRACTS (FDD page 50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the franchise agreement includes provisions where the franchisee acknowledges and agrees that they are not relying on any representations or information outside of what is contained in the Franchise Agreement and the Franchise Disclosure Document (FDD). Specifically, Section 22.16 emphasizes that both Boulder Designs and the franchisee want all terms defined in the written agreement, superseding any prior discussions. The franchisee agrees that no representations have been made other than those in the agreement and the FDD.
Furthermore, Section 24.5 reinforces this by stating that the franchisee acknowledges they have not relied on any guarantees or representations about potential revenues, profits, or success that are not contained in the FDD or the Franchise Agreement. This means a franchisee is affirming they are making their investment decision based solely on the documented information provided by Boulder Designs and their own independent investigation.
These clauses are fairly standard in franchise agreements. They aim to protect Boulder Designs from potential legal claims based on verbal promises or representations made during the sales process that are not documented in the FDD or the agreement itself. For a prospective franchisee, this underscores the importance of carefully reviewing the FDD and the Franchise Agreement, conducting thorough due diligence, and seeking professional advice before signing any documents. Any promises or expectations should be confirmed in writing to ensure they are enforceable.