Does the Boulder Designs Franchise Agreement allow for representations or promises made outside of the disclosure document and the Franchise Agreement to be enforceable?

According to Boulder Designs' 2025 Franchise Disclosure Document, the enforceability of representations or promises made outside the disclosure document and the Franchise Agreement is limited. The document includes an integration/merger clause stating that only the terms within the Franchise Agreement and its exhibits are binding, subject to state law. This means that any verbal promises or representations made by Boulder Designs that are not written into the agreement may not be legally enforceable.

This provision aims to provide clarity and certainty in the franchise relationship, ensuring that both Boulder Designs and the franchisee are bound only by what is explicitly written in the agreement. However, the FDD also notes that this is subject to state law, meaning that certain state laws may override this clause and allow for the enforcement of outside representations under specific circumstances, such as fraud.

For prospective franchisees, this highlights the importance of ensuring that all material terms, conditions, and promises are included in the written Franchise Agreement. It also underscores the need to consult with a franchise attorney to understand the specific state laws that may affect the enforceability of representations made outside the written agreement. This is especially important in states like California, where specific regulations exist to protect franchisees from disclaimers or denials of representations made by the franchisor.