How can the Carls Jr. agreement be modified or amended?
Carls_Jr Franchise · 2025 FDDAnswer from 2025 FDD Document
CJR and Developer acknowledge that each element of this Agreement is essential and material and that, except as otherwise provided in this Agreement, the parties shall deal with each other in good faith. This Agreement, the Development Guide, the documents referred to herein, and the attachments hereto, constitute the entire, full and complete agreement between the parties concerning Developer's rights in the Development Territory and CJR's acceptance of sites for Franchised Restaurants, and supersede any and all prior or contemporaneous negotiations, discussions, understandings or agreements. There are no other representations, inducements, promises, agreements, arrangements, or undertakings, oral or written, between the parties relating to the matters covered by this Agreement other than those set forth in this Agreement and in the attachments. No obligations or duties that contradict or are inconsistent with the express terms of this Agreement may be implied into this Agreement. Except as expressly set forth herein, no amendment, change or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed in writing. Notwithstanding the foregoing, nothing in this Agreement is intended to disclaim any representation made in the Carl's Jr. Franchise Disclosure Document provided to Developer.
Source: Item 23 — RECEIPTS (FDD pages 76–364)
What This Means (2025 FDD)
According to the 2025 Carls Jr. Franchise Disclosure Document, the Development Agreement contains specific language regarding amendments. It states that no amendment, change, or variance from the agreement will be binding on either party unless both parties mutually agree to it and the amendment is executed in writing. This requirement ensures that any modifications to the original agreement are formally documented and agreed upon by both Carls Jr. and the developer.
This clause provides clarity and legal protection for both Carls Jr. and its developers. By requiring written and mutually agreed-upon amendments, it prevents misunderstandings or disputes that could arise from verbal agreements or unilateral changes. It also ensures that all modifications are properly documented and can be referenced in the future if needed.
However, the agreement also specifies an exception to this rule, clarifying that nothing in the agreement is intended to disclaim any representation made in the Carl's Jr. Franchise Disclosure Document provided to the developer. This means that any representations made in the FDD still hold, even if they are not explicitly reiterated in the Development Agreement. This is a standard practice in franchising, as the FDD serves as a key disclosure document that franchisees rely upon when making their investment decision.