Are representations or promises outside of the Bumble Roofing disclosure document and franchise agreement enforceable?
Bumble_Roofing Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement or Other Agreement | Summary | |
|---|---|---|---|
| q. | Non-competition covenants during the term of the franchise | Section 14 of Franchise Agreement | No involvement in Competitive Business. A "Competitive Business" is any business offering and selling roofing installation, maintenance, and repairs, and related products and services, for residential and commercial customers. |
| r. | Non-competition covenants after the franchise is terminated or expires | Sections 14, 17 of Franchise Agreement | Franchise Agreement: No Competitive Business for 2 years (i) in the Territory or any other Franchisee's Territory; (ii) 10 miles of the Territory or any other Franchisee's Territory or (iii) 10 miles of any of our or our affiliate owned Roofing Business. |
| S. | Modification of the agreement | Sections 2.3, 7.3 & 20.11 of Franchise Agreement | Franchise Agreement: No modifications of Franchise Agreement during term unless mutually agreed upon in writing, but Operating Manual subject to change. Modifications permitted on renewal. |
| t. | Integration/merger clause | Section 20.5 of Franchise Agreement | Only the terms of the franchise agreement are binding (subject to state law). Any representations or promises outside of the disclosure document, franchise agreement may not be enforceable. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 43–45)
What This Means (2025 FDD)
According to Bumble Roofing's 2025 Franchise Disclosure Document, the enforceability of representations or promises made outside of the franchise agreement and disclosure document may be limited. Specifically, Section 20.5 of the Franchise Agreement includes an integration/merger clause. This clause stipulates that only the terms outlined within the franchise agreement are considered binding, subject to state law. Therefore, any claims based on representations or promises that are not explicitly included in these documents might not be legally enforceable.
This provision is fairly standard in franchise agreements. It aims to provide clarity and certainty by limiting the scope of the agreement to what is written. This protects both the franchisee and Bumble Roofing from disputes based on verbal agreements or understandings that are not documented. However, the FDD also includes state-specific addenda that may modify this general rule.
For example, the addenda for California, Maryland, Minnesota, New York, and Rhode Island each contain provisions that modify the standard terms of the franchise agreement to comply with state laws. These modifications can affect the enforceability of certain clauses, including those related to waivers, choice of law, and dispute resolution. Therefore, prospective Bumble Roofing franchisees need to carefully review the addendum specific to their state to understand how these state laws may impact the enforceability of the franchise agreement and any related representations.
In practical terms, a prospective Bumble Roofing franchisee should ensure that all material terms and conditions are included in the written franchise agreement. Any promises or representations made by Bumble Roofing during the negotiation process should be documented and incorporated into the agreement to ensure they are legally binding. Franchisees should also seek legal counsel to understand the implications of the integration clause and any state-specific addenda that may affect their rights and obligations.