Does the Buona Franchise Agreement require the franchisee to acknowledge receipt of a completed copy of the agreement and its exhibits prior to execution?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
25.11 Acknowledgements.
- (a) FRANCHISEE ACKNOWLEDGES THAT FRANCHISEE HAS RECEIVED A COMPLETED COPY OF THIS AGREEMENT, THE EXHIBITS HERETO, IF ANY, AND THE AGREEMENTS RELATING THERETO, IF ANY, PRIOR TO THE DATE ON WHICH THIS AGREEMENT WAS EXECUTED. FRANCHISEE FURTHER ACKNOWLEDGES THAT FRANCHISEE HAS RECEIVED THE FRANCHISE DISCLOSURE DOCUMENT REQUIRED BY THE TRADE REGULATION RULE OF THE FEDERAL TRADE COMMISSION ENTITLED "DISCLOSURE REQUIREMENTS AND PROHIBITIONS CONCERNING FRANCHISING AND BUSINESS OPPORTUNITY VENTURES" AT LEAST FOURTEEN (14) DAYS PRIOR TO THE DATE ON WHICH THIS AGREEMENT WAS EXECUTED, APPLICABLE BY STATE.
- (b) FRANCHISEE RECOGNIZES AND UNDERSTANDS THAT IT MAY INCUR OTHER EXPENSES AND/OR OBLIGATIONS AS PART OF THE INITIAL INVESTMENT IN THE FRANCHISED BUSINESS WHICH THE TERMS OF THIS AGREEMENT MAY NOT ADDRESS, AND WHICH INCLUDE WITHOUT LIMITATION: OPENING ADVERTISING, EQUIPMENT, FIXTURES, OTHER FIXED ASSETS, CONSTRUCTION, LEASEHOLD IMPROVEMENTS AND DECORATING COSTS AS WELL AS WORKING CAPITAL NECESSARY TO COMMENCE OPERATIONS.
- (c) No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the
franchise.
Source: Item 23 — RECEIPTS (FDD pages 78–356)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the Franchise Agreement includes an acknowledgement section. Specifically, the franchisee must acknowledge that they received a completed copy of the Franchise Agreement, its exhibits (if any), and any related agreements before signing the agreement. Furthermore, the franchisee acknowledges receiving the Franchise Disclosure Document (FDD) as required by the Federal Trade Commission's franchising rule, at least 14 days before the agreement's execution. This acknowledgement is a standard practice in franchising to ensure the franchisee has had adequate time to review the documents and seek legal counsel.
This acknowledgement serves to protect Buona by confirming that the franchisee was given all necessary information before entering into the agreement. It also reinforces that the franchisee had sufficient time to consider the terms and conditions. The FDD provides detailed information about the franchise system, fees, obligations, and potential risks, so the 14-day review period is crucial for informed decision-making.
Additionally, the agreement clarifies that any statements, questionnaires, or acknowledgements signed by the franchisee cannot waive claims under state franchise laws, including claims of fraud, or disclaim reliance on statements made by Buona. This provision is designed to protect the franchisee's rights and ensures that they are not unfairly disadvantaged by the acknowledgement. This section emphasizes that the written agreement supersedes any other prior agreements.