Does the Brain Balance franchise agreement supersede representations made in the Franchise Disclosure Document?
Brain_Balance Franchise · 2025 FDDAnswer from 2025 FDD Document
21.06. This Agreement and the documents referred to herein shall be construed together and constitute the entire, complete agreement between COMPANY and FRANCHISEE with respect to the subject matter hereof. The parties agree that this Agreement supersedes all prior agreements and that there are no representations, inducements, promises or agreements, oral or otherwise, between the parties not embodied herein which shall have any force or effect with reference to this Agreement, provided however, this will not apply to any representations contained in the Franchise Disclosure Document delivered to FRANCHISEE pursuant to federal or state law. Notwithstanding the foregoing, nothing in this or any related agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments.
Source: Item 22 — CONTRACTS (FDD pages 70–72)
What This Means (2025 FDD)
According to Brain Balance's 2025 Franchise Disclosure Document, the franchise agreement, along with referenced documents, constitutes the entire agreement between Brain Balance and the franchisee. This agreement supersedes all prior agreements, meaning any previous understandings are replaced by the terms within the current agreement. However, there is an important exception: the agreement does not override any representations made in the Franchise Disclosure Document (FDD) that was delivered to the franchisee, including its exhibits and amendments.
This clause protects the franchisee by ensuring that Brain Balance cannot later claim that the franchisee is bound by something not written in the FDD, especially regarding representations made within that document. The FDD serves as a legally required disclosure of crucial information, and this provision ensures its validity and enforceability.
In practical terms, this means that if Brain Balance made specific claims or promises in the FDD (regarding potential earnings, support, or other aspects of the franchise), those claims remain valid and enforceable, even if they are not explicitly repeated in the franchise agreement itself. This provides an added layer of security for the franchisee, as they can rely on the information presented in the FDD when making their investment decision.