Does the Browns Chicken Franchise Agreement allow a franchisee to disclaim reliance on statements made by the franchisor?
Browns_Chicken Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement is binding upon the parties hereto and their respective heirs, assigns and successors in interest and shall not be modified except by written agreement signed by both Franchisee and Brown.
H. Construction.
The preamble, recitals and Riders hereto are a part of this Agreement, which, together with any other agreements referred to herein, constitutes the entire agreement of the parties, and there are no other oral or written representations, understandings or agreements between Brown and Franchisee relating to the subject matter of this Agreement. Notwithstanding the foregoing, nothing in this or any related agreement is intended to disclaim the express representations made in the Franchise Disclosure Document. Nothing in this Agreement is intended, nor shall be deemed, to confer any rights or remedies upon any person or legal entity not a party hereto. Except where this Agreement expressly obligates Brown to reasonably approve or not unreasonably withhold its approval of any action or request by Franchisee, Brown has the absolute right to refuse any request by Franchisee or to withhold its approval of any action or omission by Franchisee. Whenever this Agreement or any related agreement grants, confers or reserves to Brown the right to take action, refrain from taking action, grant or withhold Brown's consent or grant or withhold Brown's approval, unless the provision specifically states otherwise,
Source: Item 22 — Contracts (FDD page 43)
What This Means (2025 FDD)
According to the 2025 Browns Chicken Franchise Disclosure Document, the Franchise Agreement includes a clause addressing the entirety of the agreement between Browns Chicken and the franchisee. It states that the written agreement, including any documents referred to within, constitutes the complete understanding between both parties.
Specifically, the agreement clarifies that there are no other oral or written representations, understandings, or agreements outside of what is contained in the Franchise Agreement itself. However, this is qualified by stating that nothing in the agreement is intended to disclaim the express representations made in the Franchise Disclosure Document.
In practical terms, this means that while the Franchise Agreement aims to be the comprehensive record of the agreement, Browns Chicken acknowledges the importance of the representations made in its Franchise Disclosure Document. A franchisee cannot disclaim reliance on the statements made within the FDD. This clause aims to provide clarity and protect the franchisee by ensuring that the representations made in the FDD are not undermined by the general integration clause in the franchise agreement.