Can a Boulder Designs franchisee disclaim reliance on statements made by the franchisor or their representatives in connection with the franchise relationship?
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, a franchisee explicitly agrees that they are not relying on any oral statements or discussions outside of the franchise agreement and the Franchise Disclosure Document (FDD). This means that any promises, assurances, or representations made by Boulder Designs or its representatives that are not written in these documents are not binding. The franchisee acknowledges that the written agreement supersedes any prior discussions. This is further reinforced by the franchisee's agreement that no representations have been made other than those contained within the agreement and the FDD.
This disclaimer has significant implications for prospective Boulder Designs franchisees. It emphasizes the importance of carefully reviewing the franchise agreement and the FDD, as these are the only documents that define the terms and conditions of the franchise relationship. Any verbal promises or assurances from the franchisor or its representatives should be viewed with caution and, ideally, should be confirmed in writing to be enforceable. Item 19 of the FDD is specifically referenced as the only place where representations regarding actual or potential earnings, sales, profits, or success can be found.
Furthermore, the Boulder Designs franchise agreement stipulates that the franchisee represents they have not relied on any guarantees, express or implied, regarding the revenues, profits, or likelihood of success of the franchised business. The franchisee also acknowledges that there have been no representations by Boulder Designs' directors, managers, employees, attorneys, or agents that are not contained in, or are inconsistent with, the statements made in the Franchise Disclosure Document or the agreement. This clause is designed to protect Boulder Designs from claims based on statements made outside of the official documents.
Such disclaimers are common in franchise agreements to provide clarity and prevent misunderstandings. Prospective franchisees should understand that these clauses are legally binding and that they limit the franchisee's ability to make claims based on verbal or undocumented representations. It is crucial for potential Boulder Designs franchisees to conduct thorough due diligence, seek legal counsel, and rely solely on the information provided in the FDD and the franchise agreement when making their investment decision.