Are there any promises outside of the Franchise Agreement that are binding on Brueggers Bagels?
Brueggers_Bagels Franchise · 2025 FDDAnswer from 2025 FDD Document
| | | p. Your death or | Section 8.6 | Franchise must be assigned by estate to | | disability | | approved party within 1 year. |#### DEVELOPMENT AGREEMENT
| Provision | Section in Development Agreement | Summary |
|---|---|---|
| q. Non-competition | Section 11.1 | No involvement in Competing Business. |
| covenants during | ||
| the term of the | ||
| franchise | ||
| r. Non-competition covenants after the franchise is terminated or expires | Section 11.2 | No involvement with Competing Business for 1 year within the Development Area or within 5 miles of any Bakery. |
| s. Modification of | Section 17 | Modifications must be agreed in writing. |
| the agreement | ||
| t. Integration / merger clause | Section 17 | Only the terms of the Development Agreement are binding (subject to state law); the parties may not enforce any other promises. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 49–54)
What This Means (2025 FDD)
According to Brueggers Bagels's 2025 Franchise Disclosure Document, the integration/merger clause in both the Development Agreement and the Franchise Agreement specifies that only the terms within those respective agreements are binding, subject to state law. This means a prospective Brueggers Bagels franchisee cannot enforce any other promises or representations made outside of the written agreements. However, the FDD clarifies that this clause does not disclaim any representations made by Brueggers Bagels within the disclosure document itself.
For a potential franchisee, this highlights the critical importance of carefully reviewing and understanding every term and condition outlined in the Franchise Agreement and the Development Agreement. Any verbal promises or assurances made by Brueggers Bagels representatives that are not explicitly included in these documents may not be legally enforceable. This is a fairly standard clause in franchise agreements across various industries, designed to provide clarity and prevent disputes based on undocumented claims.
Therefore, it is crucial for prospective Brueggers Bagels franchisees to ensure that all material terms, conditions, and expectations are clearly documented within the Franchise Agreement or Development Agreement before signing. If there are any discrepancies between verbal promises and the written agreement, these should be addressed and resolved in writing to avoid potential future conflicts. Franchisees should seek legal counsel to review these agreements and ensure they fully understand their rights and obligations.