Does the Buona franchise agreement disclaim any representations made by the Franchisor in the franchise disclosure document provided to the Franchisee?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
23.1 Entire Agreement. 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 not be bound by any representation of any nature other than those expressed in this Agreement and in the most recent franchise disclosure document provided by Franchisor or its representatives. Franchisee further acknowledges and agrees that no representations have been made to it by Franchisor regarding projected sales volumes, market potential, revenues, or profits of Franchisee's Buona Business, other than as stated in this Agreement or in the most recent franchise disclosure document provided by Franchisor or its representatives.
Source: Item 23 — RECEIPTS (FDD pages 78–356)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the franchise agreement explicitly states that it does not disclaim any representations made by Buona in the franchise disclosure document provided to the franchisee. The franchise agreement, along with referenced documents and exhibits, constitutes the entire agreement between Buona and the franchisee, superseding any prior agreements.
Representations not included in the franchise agreement are not binding on either party unless made in writing and executed by both Buona and the franchisee. Buona is not liable for any oral representations or commitments made before the agreement's execution, and modifications are only effective if written and signed by both parties.
Buona does not authorize or be bound by any representations other than those in the agreement and the most recent franchise disclosure document. Furthermore, Buona makes no representations regarding projected sales volumes, market potential, revenues, or profits of the franchisee's Buona Business, except as stated in the agreement or the franchise disclosure document. This means that prospective franchisees can rely on the information presented in the FDD, but should be wary of any verbal promises or projections not explicitly included in either the franchise agreement or the FDD.