Are promises outside of the Buona Franchise Disclosure Document enforceable?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary |
|---|---|---|
| r. Non-competition and Non- Solicitation covenants during the term of the franchise | Section 14.2, 14.4 | No involvement in Competitive Business anywhere and no diversion of any business or customers of the Buona Business. No solicitation of our employees or our franchisee’ employees. |
| s. Non-competition and non- solicitation covenants after the franchise is terminated or expires | Section 14.3 – 14.4 | No involvement in Competitive Business for 2 years within 10 miles of the site of any Buona Business, whether or not formerly owned by you, except owning less than 2% of the outstanding shares of a publicly traded security. No solicitation of our employees or our franchisees’ employees for 1 year. |
| t. Modification of agreement | Sections 7.1, | No modifications generally without mutual |
| 23.1, 25.1, 25.8 | consent, but the Manual is subject to change. | |
| t. Integration/merger clause | Section 23.1 | Only the terms of the Franchise Agreement and other related written agreements are binding (subject to state law). However, nothing in the Franchise Agreement or any related agreement is intended to disclaim our representations made in this Franchise Disclosure Document. Any representations or promises outside of the Franchise Disclosure Document and other agreement may not be enforceable. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 52–60)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, specifically Item 17, any representations or promises made outside the Franchise Disclosure Document and other related written agreements may not be enforceable. This is a standard integration clause common in franchise agreements. It means that a prospective Buona franchisee should not rely on any verbal or written promises made by Buona representatives that are not explicitly stated in the Franchise Agreement or the FDD.
This clause protects Buona from franchisees later claiming they were promised something that isn't documented. For example, if a Buona representative tells a prospective franchisee that they will receive exclusive marketing support, but this isn't written into the Franchise Agreement, the franchisee may have difficulty enforcing that promise.
Therefore, it is crucial for potential Buona franchisees to carefully review all documents and ensure that any important promises or agreements are included in the written agreements. If there are any discrepancies between what a Buona representative says and what is written in the Franchise Agreement, the franchisee should seek clarification and request that the agreement be amended to reflect the actual understanding. It is always best to get everything in writing to avoid potential disputes later on.