Can a Browns Chicken franchisee disclaim reliance on statements made by the franchisor or its representatives?
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 Browns Chicken's 2025 Franchise Disclosure Document, the franchise agreement includes a clause addressing the entirety of the agreement between Browns Chicken and the franchisee. Specifically, it states that the written franchise agreement, along with any other referenced agreements, constitutes the entire agreement between both parties.
Furthermore, the agreement explicitly states that there are no other oral or written representations, understandings, or agreements between Browns Chicken and the franchisee relating to the agreement's subject matter. However, the document clarifies that this does not disclaim any express representations made within the Franchise Disclosure Document itself.
This clause aims to prevent franchisees from later claiming they relied on promises or representations made outside of the written agreement or the FDD. Prospective Browns Chicken franchisees should carefully review all documents and ensure any important representations are included in the written agreement to avoid potential disputes later on.