Are oral agreements or representations binding on Buildingstars if not embodied in the Franchise 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, the franchise agreement represents the entire understanding between both parties. This means that any negotiations, understandings, or representations that are not written into the agreement are not legally binding.
Specifically, Buildingstars is not bound by any oral agreements or promises that are not included in the written Franchise Agreement. However, there is an exception for representations made by Buildingstars in the Franchise Disclosure Document (FDD) itself, which was furnished to the franchisee. These representations remain valid.
This clause is typical in franchise agreements to prevent disputes based on verbal promises or understandings that are difficult to prove. It emphasizes the importance of carefully reviewing the entire written agreement and ensuring that all important terms and conditions are included in the document before signing. Any amendments to the agreement must also be in writing and signed by both parties to be binding.