What acknowledgement regarding independent investigation is required of Carvel franchisees, except those in specific states?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
21.2 Acknowledgements in Certain States. The following acknowledgements apply to all franchisees and Franchised Businesses, except those that are subject to the state franchise disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin:
A.
Understanding of Agreement and Disclosure Documents.
You have read this Agreement and the FDD and have been given ample opportunity to consult with, and ask questions of, our representatives and your legal counsel and advisors regarding the documents.
- B.
Your Acknowledgements.
You acknowledge and agree that: (i) you have conducted an independent investigation of the business contemplated by this Agreement, recognize that it involves business risks, and recognize that making a success of a venture is largely dependent on your own business abilities; (ii) no assurance or warranty, express or implied, has been given to you by us or any of our affiliates as to the potential success of any business contemplated by this Agreement or the profits that may be achieved; (iii) there are no promises, commitments, "side deals," options, rights of first refusal, or other rights or obligations in connection with this Agreement except as expressly provided for in this Agreement; and (iv) the terms and covenants in this Agreement are reasonable and necessary for us to maintain our high standards of quality and service, as well as the uniformity of those standards at each Business, and to protect and preserve the goodwill of the Marks.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, franchisees, except those subject to state franchise disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin, must acknowledge several key points regarding their independent investigation of the Carvel franchise opportunity. These franchisees must confirm they have read the Franchise Agreement and the FDD, and have had ample opportunity to consult with representatives, legal counsel, and advisors.
Specifically, these Carvel franchisees must acknowledge that they have conducted an independent investigation of the business, recognize the inherent business risks, and understand that their success largely depends on their own abilities. They must also acknowledge that Carvel has not provided any assurance or warranty, express or implied, regarding the potential success or profitability of the business. Furthermore, franchisees must confirm that there are no promises, commitments, or 'side deals' beyond what is expressly stated in the Franchise Agreement. Finally, they must agree that the terms and covenants within the Franchise Agreement are reasonable and necessary to maintain Carvel's quality standards, service, and brand uniformity, and to protect the goodwill of the brand's trademarks.
This acknowledgement is a standard practice in franchising, intended to ensure that franchisees enter the agreement with a clear understanding of the risks and responsibilities involved. By requiring this acknowledgement, Carvel aims to minimize potential disputes and demonstrate that franchisees were not misled or unduly influenced during the decision-making process. Prospective franchisees should carefully review these acknowledgements and ensure they genuinely agree with each statement before signing the Franchise Agreement.