Under the Buona franchise agreement, what constitutes the entire agreement between the parties?
Buona Franchise · 2025 FDDAnswer from 2025 FDD Document
XXIII. ENTIRE AGREEMENT; SURVIVAL
- 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 Franchised Business, other than as stated in this Agreement or in the most recent franchise disclosure document provided by Franchisor or its representatives.
Source: Item 22 — CONTRACTS (FDD page 78)
What This Means (2025 FDD)
According to Buona's 2025 Franchise Disclosure Document, the entire agreement between Buona and the franchisee consists of the franchise agreement itself, the documents referred to within the agreement, and any exhibits attached to it. This complete agreement covers all aspects of the franchise relationship and supersedes any prior agreements, whether written or oral.
Specifically, any representations made by either party that are not included in the franchise agreement are not binding unless they are permitted to be made unilaterally by Buona. This means that any promises or assurances made outside of the official documents have no legal force unless Buona is explicitly allowed to make them on its own.
Buona explicitly disclaims liability for any oral representations or commitments made before the agreement's execution, emphasizing that only written modifications signed by both parties are effective. Furthermore, Buona does not authorize and will not be bound by any representation other than those in the agreement and the most recent franchise disclosure document. Franchisees also acknowledge that Buona has not made any representations regarding projected sales volumes, market potential, revenues, or profits, except as stated in the agreement or the franchise disclosure document. This clause ensures clarity and protects both parties by limiting the agreement to what is formally documented, while also acknowledging the importance of the Franchise Disclosure Document.