Does the 'Entire Agreement' section of the Carls Jr. agreement disclaim any representations made in the Franchise Disclosure Document?
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 'Entire Agreement' section of the franchise agreement does not disclaim representations made in the Franchise Disclosure Document (FDD). The franchise agreement, along with the Development Guide, referenced documents, and attachments, constitutes the entire agreement between Carls Jr. and the developer, superseding prior negotiations.
Specifically, the document states that despite the comprehensive nature of the agreement, it is not intended to disclaim any representation made in the Carls Jr. Franchise Disclosure Document provided to the developer. This means that any claims arising from representations made in the FDD are not waived by the 'Entire Agreement' clause.
This provision protects the prospective franchisee by ensuring that they can rely on the information provided in the FDD when making their investment decision. Franchisees should carefully review the FDD and note any representations made by Carls Jr., as these representations are not disclaimed by the franchise agreement's integration clause.