Does the Brueggers Bagels franchise agreement address representations made by the franchisor or its personnel to a prospective franchisee?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
Section 31125 of the California Corporations Code requires us to give you a disclosure document, in a form containing the information that the commissioner may by rule or order require, before a solicitation of a proposed material modification of an existing franchise.
Any provision of a franchise agreement, franchise disclosure document, acknowledgement, questionnaire, or other writing, including any exhibit thereto, disclaiming or denying any of the following shall be deemed contrary to public policy and shall be void and unenforceable:
- (a) Representations made by the franchisor or its personnel or agents to a prospective franchisee.
- (b) Reliance by a franchisee on any representations made by the franchisor or its personnel or agents.
- (c) Reliance by a franchisee on the franchise disclosure document, including any exhibit thereto.
- (d) Violations of any provision of this division.
Source: Item 23 — RECEIPTS (FDD pages 61–335)
What This Means (2025 FDD)
According to the 2025 Brueggers Bagels Franchise Disclosure Document, the franchise agreement addresses representations made by the franchisor or its personnel to prospective franchisees, specifically within the context of California law. The FDD states that any provision in the franchise agreement that disclaims or denies representations made by Brueggers Bagels or its agents to a potential franchisee is considered against public policy and therefore void and unenforceable in California. This includes disclaimers related to the representations themselves, reliance on those representations, reliance on the Franchise Disclosure Document, and violations of any related regulations.
This provision is designed to protect franchisees in California from being bound by clauses that prevent them from claiming they were misled by Brueggers Bagels during the franchise sales process. It ensures that franchisees can rely on the information provided by the franchisor and that they have legal recourse if the information proves to be false or misleading. This protection extends to representations made by the franchisor's personnel or agents, not just the formal documents.
For a prospective Brueggers Bagels franchisee in California, this addendum provides an important safeguard. It means that if the franchisee believes they were given false or misleading information that induced them to invest in the franchise, they are not automatically barred from pursuing legal action, even if the franchise agreement contains clauses to the contrary. This addendum helps to balance the power dynamic between the franchisor and franchisee, ensuring that Brueggers Bagels cannot use contractual language to shield itself from liability for misrepresentations.
It is important to note that this protection is specifically tied to California law. Franchisees in other states may not have the same level of protection regarding disclaimers of representations. Therefore, prospective franchisees should carefully review the franchise agreement and any state-specific addenda to understand their rights and obligations fully.