Does the Buildingstars agreement disclaim representations made in the Franchise Disclosure Document?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
- D.
Entire Agreement.
This Agreement and all other written agreements related to this Agreement and expressly referenced in this Agreement, represent the entire understanding and agreement between the parties with respect to the subject matter of this Agreement, and supersedes all other negotiations, understandings and representations (if any) made by and between the parties.
No representations, inducements, promises or agreements, oral or otherwise, if any, not embodied in this Agreement shall be of any force and effect; provided, however, that nothing in this or any related agreement is intended to disclaim BUILDINGSTARS' representations made in the Franchise Disclosure Document that was furnished to FRANCHISEE in connection with the offering to operate the Business.
No amendment to this Agreement is binding unless executed in writing by both parties.
Source: Item 23 — RECEIPT (FDD pages 43–217)
What This Means (2025 FDD)
According to Buildingstars's 2025 Franchise Disclosure Document, the franchise agreement contains an integration clause stating that the written agreement represents the entire understanding between both parties. However, the agreement also explicitly states that this does not disclaim Buildingstars' representations made in the Franchise Disclosure Document (FDD) that was furnished to the franchisee in connection with the offering to operate the business. This means that while other prior negotiations or understandings are superseded by the written agreement, Buildingstars is still accountable for the representations made within the FDD itself.
This is a crucial protection for prospective Buildingstars franchisees. It ensures that the franchisee can rely on the information provided in the FDD when making their investment decision. Without such a clause, a franchisor could potentially argue that any prior representations, even those in the FDD, are not binding if they are not explicitly included in the final franchise agreement.
Many franchise agreements contain integration clauses to provide clarity and prevent disputes based on verbal agreements or understandings. However, it is relatively uncommon for a franchise agreement to explicitly carve out the FDD from the scope of the integration clause, as Buildingstars does. This clarification reinforces the importance of the FDD as a legally relevant document and protects the franchisee's right to rely on its contents.