What happens if the Boulder Designs addendum is inconsistent with the Franchise Agreement?
Boulder_Designs Franchise · 2025 FDDAnswer from 2025 FDD Document
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)
Based on the 2025 Franchise Disclosure Document, the specific consequences of inconsistencies between a Boulder Designs addendum and the Franchise Agreement are not explicitly detailed. However, the document emphasizes the comprehensive nature of the written agreements.
Section 22.16, titled "Disavowal of Oral Representations," indicates that the Franchise Agreement supersedes any prior or contemporaneous discussions between Boulder Designs and the franchisee. This suggests that the written terms of the Franchise Agreement and any addenda are intended to be the definitive source of obligations and rights. The franchisee acknowledges that they are not relying on any representations outside of what is contained in the Franchise Agreement and the Franchise Disclosure Document (FDD).
While the FDD does not directly address the scenario of conflicting terms between the Franchise Agreement and an addendum, the emphasis on the written agreement's supremacy implies that the most recently signed document or the document with the most specific terms would likely take precedence. However, this is an assumption based on general contract law principles. A prospective franchisee should seek legal counsel to fully understand the implications of any inconsistencies between the Franchise Agreement and any addenda.
To gain clarity, a prospective Boulder Designs franchisee should ask the franchisor directly about the order of precedence among the Franchise Agreement, any addenda, and other related documents. It would also be prudent to consult with an attorney experienced in franchise law to review all documents and advise on potential conflicts or ambiguities.