Does Buona authorize representations of any nature other than those expressed in the franchise agreement and the most recent franchise disclosure document?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement, the documents referred to herein and the exhibits hereto, constitute the entire, full and complete agreement between Franchisor and Franchisee concerning the subject matter hereof and supersede any and all prior agreements. Except for those permitted to be made unilaterally by Franchisor hereunder, no amendment, change, modification or variance of this Agreement shall be binding on either party unless in writing and executed by Franchisor and Franchisee. Representations by either party, whether oral, in writing, electronic or otherwise, that are not set forth in this Agreement shall not be binding upon the party alleged to have made such representations and shall be of no force or effect. Nothing in this Franchise Agreement is intended to disclaim any representations made by Franchisor in the franchise disclosure document provided to Franchisee. Franchisee understands and agrees that Franchisor shall not be liable or obligated for any oral representations or commitments made prior to the execution of this Agreement and that no modifications of this Agreement shall be effective except those in writing and signed by both parties. Franchisor does not authorize and will
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the franchise agreement constitutes the entire agreement between Buona and the franchisee, superseding any prior agreements. Buona explicitly states that any representations, whether oral, written, or electronic, that are not included in the franchise agreement are not binding on either party and have no legal effect. However, the franchise agreement does not disclaim any representations made by Buona in the franchise disclosure document provided to the franchisee.
This means that a prospective Buona franchisee should rely solely on the information contained within the franchise agreement and the FDD. Any promises, assurances, or commitments made by Buona representatives that are not documented in these two documents should be viewed with skepticism, as Buona is not legally obligated to honor them. This provision aims to provide clarity and prevent misunderstandings by ensuring that all key terms and conditions are formally documented.
This type of clause is standard in franchise agreements to protect both the franchisor and franchisee. It prevents franchisees from later claiming they were promised something not in writing and also protects Buona from being held accountable for unauthorized representations made by its employees or representatives. Franchisees should carefully review both the franchise agreement and the FDD before signing to ensure they understand all the terms and conditions. Any discrepancies or concerns should be addressed in writing and incorporated into the agreement to ensure enforceability.
In summary, prospective Buona franchisees must ensure that all material terms and conditions are explicitly stated in the franchise agreement or the FDD. Oral promises or representations not documented in these official documents are not binding on Buona. This underscores the importance of thorough due diligence and careful review of all documents before entering into a franchise agreement.