Under the Buona Franchise Agreement, can a franchisee disclaim reliance on any statement made by the franchisor or their representatives via a signed statement?
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 outlines the relationship between Buona and its franchisees regarding representations and agreements. The agreement stipulates that it, along with referenced documents and exhibits, constitutes the entire agreement, superseding any prior agreements. This means that any representations made outside of the Franchise Agreement are not binding unless explicitly included within the agreement itself.
Specifically, representations made by either party, whether oral, written, or electronic, that are not included in the Franchise Agreement hold no force or effect. However, the agreement clarifies that it does not disclaim any representations made by Buona in the Franchise Disclosure Document (FDD) provided to the franchisee. This is an important distinction, as the FDD contains crucial information that Buona is legally obligated to disclose.
Buona emphasizes that it will not be liable for any oral representations or commitments made before the agreement's execution, and modifications to the agreement are only effective if they are in writing and signed by both parties. Furthermore, Buona does not authorize and will not be bound by any representation not expressed in the agreement or the most recent FDD. 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 FDD. Therefore, a franchisee cannot disclaim reliance on statements made within the FDD, but any other statements outside of the FDD and the Franchise Agreement are not binding on Buona.