Does the provision regarding waivers and disclaimers in the Carvel FDD supersede other terms in documents executed in connection with the franchise in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin?
Carvel Franchise · 2025 FDDAnswer from 2025 FDD Document
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, for franchisees and franchised businesses 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, a specific provision applies regarding waivers and disclaimers. This provision ensures that no statement, questionnaire, or acknowledgement signed by the franchisee can waive claims under applicable state franchise law, including claims related to fraud in the inducement. It also prevents disclaimers of reliance on statements made by Carvel, franchise sellers, or anyone acting on Carvel's behalf.
This provision explicitly supersedes any other conflicting terms in any document executed in connection with the franchise within those specified states. This means that Carvel franchisees in these states receive additional protection under their state's franchise laws, ensuring that their rights and remedies are not inadvertently waived or disclaimed through standard contractual language.
This protection is significant because it reinforces the franchisee's ability to pursue legal claims, particularly those related to misrepresentation or fraud, without being hindered by contractual waivers or disclaimers. It also highlights Carvel's compliance with state franchise laws, providing a level of assurance to prospective franchisees in these states that their legal rights are safeguarded during the franchise relationship.