Under what circumstances can the Buona franchise agreement be amended, changed, modified, or varied?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
- 13.4 Entire Agreement; Modification.
This Agreement and all exhibits to this Agreement constitute the entire understanding and agreement between the parties and there are no other oral or written understandings or agreements between the parties, and no oral or written representations by the Franchisor relating to the subject matter of this Agreement, except for those contained in the Franchise Disclosure Document provided to Developer (any understandings or agreements reached, or any representations made, before this Agreement are superseded by this Agreement).
Nothing in this Section is intended as, nor shall it be interpreted to be, a disclaimer by the Franchisor of any representation made in its Franchise Disclosure Documents, including the exhibits and any amendments thereto.
Except for modifications permitted to be made unilaterally by us, this Agreement may be modified only by written agreement signed by both you and us.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the franchise agreement represents the complete understanding between Buona and the franchisee, superseding any prior oral or written agreements. This means that any discussions or promises made before signing the agreement are not binding unless they are explicitly included in the written contract.
Buona can make unilateral modifications to the franchise agreement under certain circumstances. Buona may modify the System, including products, services, methods, standards, forms, policies, and procedures. They can also alter building design, premises, equipment, signage, and trade dress. Additionally, Buona can change or substitute the Marks. However, these changes cannot materially and unreasonably increase the franchisee's obligations.
Beyond these unilateral changes, the franchise agreement can only be modified through a written agreement signed by both Buona and the franchisee. This ensures that both parties are in agreement with any changes to the original contract, providing a level of protection for both the franchisor and the franchisee. This requirement for mutual written consent is a common practice in franchising, ensuring transparency and preventing either party from unilaterally altering the terms of the agreement, except in specific, pre-defined circumstances.