Does the Boulder Designs Franchise Agreement's integration/merger clause state that it is subject to state law?
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 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 38–44)
What This Means (2025 FDD)
According to Boulder Designs' 2025 Franchise Disclosure Document, the integration/merger clause in the Franchise Agreement is subject to state law. The integration/merger clause specifies that only the terms within the Franchise Agreement and its exhibits are binding. This means that any promises or representations made outside of the disclosure document and the Franchise Agreement may not be enforceable.
For a prospective Boulder Designs franchisee, this means that any verbal agreements or promises made by the franchisor's representatives that are not written into the Franchise Agreement may not be legally binding. It is important for franchisees to ensure that all important terms and conditions are included in the written agreement to avoid potential disputes later on.
This clause is a standard provision in franchise agreements, intended to provide clarity and certainty regarding the terms of the agreement. Franchisees should carefully review the entire Franchise Agreement and its exhibits to fully understand their rights and obligations. If there are any discrepancies between what was promised and what is written in the agreement, the franchisee should seek clarification and ensure that the written agreement accurately reflects the agreed-upon terms.