Does the Carls Jr. franchise agreement supersede any prior agreements between the parties?
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 franchise agreement, along with the development guide, referenced documents, and attachments, constitutes the entire agreement between Carls Jr. and the developer regarding the developer's rights in the development territory and Carls Jr.'s acceptance of sites for franchised restaurants. This complete agreement supersedes any prior negotiations, discussions, understandings, or agreements made before or at the same time as the franchise agreement.
Carls Jr. emphasizes that there are no other representations, inducements, promises, agreements, arrangements, or undertakings, whether oral or written, that relate to the matters covered by the agreement, except those explicitly stated within the agreement and its attachments. Furthermore, no obligations or duties that contradict or are inconsistent with the express terms of the agreement can be implied into it. Any modifications or changes to the agreement must be mutually agreed upon by both parties and documented in writing to be binding.
However, the Carls Jr. franchise agreement does not disclaim any representation made in the Franchise Disclosure Document provided to the developer. This means that any statements or information provided in the FDD still hold true and are not nullified by the agreement itself. This ensures that the franchisee can rely on the information provided in the FDD when making their decision to invest in a Carls Jr. franchise.