Are representations made in the C12 Group Franchise Disclosure Document binding?
C12_Group Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement constitutes the entire agreement between Franchisee and Franchisor with respect to the subject matter hereof and supersedes any and all prior agreements and understandings with respect to the subject matter hereof verbal and/or written and shall not be modified or amended unless in writing and signed by both parties. This Agreement shall be binding upon Franchisee and Franchisor and their respective heirs, administrators, executors, survivors, and/or successors and assigns. The Summary Page is a part of this Agreement and all terms contained therein are incorporated herein. Notwithstanding the foregoing, nothing in this Agreement or in any document or agreement related to this Agreement is intended to disclaim the representations made by Franchisor in its Franchise Disclosure Document.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 36–40)
What This Means (2025 FDD)
According to the 2025 C12 Group Franchise Disclosure Document, the Franchise Agreement between the franchisee and C12 Group constitutes the entire agreement and supersedes any prior agreements or understandings, whether verbal or written. This implies that any representations made outside of the Franchise Agreement itself may not be binding unless specifically incorporated into the written agreement. However, the document explicitly states that nothing within the agreement is intended to disclaim the representations made by C12 Group in its Franchise Disclosure Document. This suggests that the representations within the FDD are intended to be binding on C12 Group.
This clause aims to provide clarity and certainty in the franchise relationship, ensuring that all critical terms and conditions are documented and agreed upon in writing. It protects both C12 Group and the franchisee by preventing disputes based on undocumented claims or promises. Franchisees should pay close attention to this clause and ensure that any representations made by C12 Group during the negotiation process are included in the final Franchise Agreement to avoid potential misunderstandings or disagreements later on.
However, the FDD also includes addenda for North Dakota and Washington, which modify the standard agreement based on state-specific franchise laws. For example, the North Dakota addendum stipulates that certain provisions of the Franchise Agreement are deemed deleted to the extent that they conflict with North Dakota law, particularly regarding the franchisee's right to a jury trial. Similarly, the Washington addendum states that the Washington Franchise Investment Protection Act may supersede the franchise agreement in areas such as termination and renewal. These addenda highlight the importance of understanding state-specific franchise laws and how they may impact the enforceability of certain provisions in the Franchise Agreement.
Therefore, while the C12 Group Franchise Agreement generally aims to be the entire agreement, the representations in the Franchise Disclosure Document are not disclaimed and are intended to be binding. Franchisees must also be aware of potential state-specific addenda that may modify or supersede certain provisions of the agreement to comply with local laws.