Does the Boulder Designs Franchise Agreement's integration/merger clause state that representations made outside of the disclosure document and the Franchise Agreement are enforceable?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in the | Summary | |
|---|---|---|---|
| Franchise Agreement | |||
| a. Length of the franchise | Section 4.1 | 10 years. | |
| term | |||
| b. Renewal or extension of | Section 4.2 | Additional 10-year term if certain conditions | |
| the term | are met. | ||
| Provision | Section in the Franchise Agreement | Summary or modify their business relationship with Us, our Affiliate(s) or any other franchisee. | |
| s. Modification of the | Sections 9.2 and | The Franchise Agreement can be modified | |
| agreement | 22.6 | only by written agreement between you and us. | |
| t. Integration/merger clause | Section 22.6 | Only the terms of the Franchise Agreement and all exhibits to the Franchise Agreement are binding (subject to state law). Any representations or promises made outside of the disclosure document and the Franchise Agreement may not be enforceable. |
Source: Item 20 — OUTLETS AND FRANCHISEE INFORMATION (FDD pages 44–50)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the integration/merger clause in Section 22.6 of the Franchise Agreement specifies that only the terms within the Franchise Agreement and its exhibits are binding, subject to state law. This means that any representations or promises made outside of the disclosure document and the Franchise Agreement may not be enforceable.
For a prospective Boulder Designs franchisee, this implies that any verbal promises or assurances made by the franchisor's representatives during the sales process that are not explicitly written into the Franchise Agreement hold no legal weight. It is crucial for franchisees to ensure that all important terms, conditions, and promises are documented within the agreement itself.
This type of integration clause is standard in franchise agreements. It protects both the franchisor and franchisee by ensuring that the entire agreement is contained within the written contract. Prospective franchisees should carefully review the Franchise Agreement and seek legal counsel to clarify any ambiguities or concerns before signing.