Does the Boulder Designs Franchise Agreement state that it supersedes all prior agreements?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
[Item 22: CONTRACTS]
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's 2025 Franchise Agreement, the written agreement represents the complete understanding between Boulder Designs and the franchisee, superseding any prior negotiations or agreements. Specifically, Item 22.16 states that the agreement cancels any prior discussions between Boulder Designs and the franchisee. This means that any promises, assurances, or understandings discussed verbally or in writing before signing the Franchise Agreement are not binding unless explicitly included in the final, signed document.
This clause protects both Boulder Designs and the franchisee by ensuring that all obligations and rights are clearly defined in a single document. It prevents disputes arising from misunderstandings or reliance on previous conversations that may not have been accurately documented. A prospective franchisee should carefully review the entire Franchise Agreement and ensure that all important terms and conditions are included before signing.
Furthermore, the FDD states that no claims, representations, warranties, or guarantees regarding the potential earnings, sales, profits, or success of the Boulder Designs franchise have been made to the franchisee other than what is set forth in Item 19 of the FDD. This reinforces the importance of relying solely on the documented information provided by Boulder Designs and conducting thorough due diligence before investing in the franchise.