What representations made by Brueggers Bagels or its agents are protected against disclaimer in California?
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 FDD, the California Addendum to the franchise agreement states that certain disclaimers are unenforceable under California law. This means Brueggers Bagels cannot include provisions that prevent a franchisee from relying on representations made by the franchisor or its agents.
Specifically, any part of the franchise agreement, franchise disclosure document, or other writing that disclaims or denies the following are considered against public policy and are void: representations made by Brueggers Bagels or its personnel/agents to a prospective franchisee, a franchisee's reliance on any representations made by Brueggers Bagels or its personnel/agents, a franchisee's reliance on the franchise disclosure document (including exhibits), and violations of any provision of the California Franchise Investment Law.
In practical terms, this protects a Brueggers Bagels franchisee in California from being bound by clauses that would prevent them from claiming they relied on information provided by the franchisor. This ensures that franchisees can hold Brueggers Bagels accountable for the statements and information provided during the franchise sales process. This protection is afforded specifically to franchisees operating in California, due to the state's franchise laws.