Are oral agreements binding on Buildingstars if they are not in the written agreement?
Buildingstars Franchise · 2025 FDDAnswer from 2025 FDD Document
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, oral agreements or promises not included in the written agreement are not binding. The franchise agreement represents the entire understanding between the franchisee and Buildingstars, superseding any prior negotiations or representations. This means that any verbal promises or agreements made during the franchise sales process or at any other time are not enforceable unless they are specifically written into the franchise agreement or another written agreement related to it.
This provision protects both the franchisee and Buildingstars by ensuring that all important terms and conditions are documented and agreed upon in writing, reducing the potential for misunderstandings or disputes based on differing recollections of verbal agreements. However, the FDD clarifies that this does not disclaim Buildingstars' representations made in the Franchise Disclosure Document itself.
For a prospective Buildingstars franchisee, this means it is crucial to ensure that all material terms and conditions are included in the written franchise agreement before signing. Any promises or assurances made by Buildingstars representatives should be confirmed in writing to be enforceable. Furthermore, any amendments to the agreement must also be executed in writing by both parties to be considered binding.
It is common practice in franchising to have an integration clause like this to provide clarity and certainty to the franchise relationship. Franchisees should carefully review the entire agreement and seek legal counsel to ensure they understand all the terms and conditions before signing.