Can Carvel disclaim or require a waiver of reliance on representations made in the FDD?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
Notwithstanding the foregoing, nothing in this Agreement will disclaim or require you to waive reliance on any representation we make in our most recent FDD (including exhibits and amendments) delivered to you or your representative.
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You are not relying on any representations or warranties, express or implied, furnished by us or our representatives other than those expressly set forth in this Agreement and the FDD.
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The following provision applies only to franchisees and Franchised Businesses 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:
No statement, questionnaire, or acknowledgement signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on behalf of us. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 23 — Receipts (FDD pages 100–353)
What This Means (2025 FDD)
According to Carvel's 2025 Franchise Disclosure Document, the franchise agreement generally aims to integrate all understandings between Carvel and the franchisee, replacing prior agreements. However, Carvel explicitly states that nothing within the agreement will disclaim or require a franchisee to waive reliance on any representation made in the most recent FDD. This protects the franchisee's right to rely on the information provided in the FDD when making their investment decision.
However, the FDD also includes a provision where the franchisee acknowledges they are not relying on any representations or warranties outside of what is expressly stated in the Franchise Agreement and the FDD itself. This clause emphasizes the importance of the FDD and the written agreement as the primary sources of information and commitment for both parties. Franchisees must be diligent in reviewing these documents and seeking clarification on any discrepancies or concerns before signing.
Furthermore, the FDD includes specific stipulations for franchisees in certain states (California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin). In these states, no statement or acknowledgement can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Carvel or its representatives. This provision reinforces franchisee protection in states with specific franchise disclosure laws, ensuring that franchisees cannot inadvertently waive their legal rights or reliance on the FDD's representations. This protection does not extend to franchisees outside of these specific states.