Is the Casiola Franchisor obligated by agreements or representations made by the Franchisee that are not expressly authorized?
Casiola Franchise · 2024 FDDAnswer from 2024 FDD Document
This Agreement will not be binding on Franchisor unless and until an authorized officer of Franchisor has signed it.
18.Q. OPPORTUNITY FOR REVIEW BY FRANCHISEE'S ADVISORS
Franchisor recommends that Franchisee have this Agreement and the Franchise Disclosure Document reviewed by Franchisee's lawyer, accountant, and other business advisors, prior to signing this Agreement.
18.R. NO PERSONAL LIABILITY BY FRANCHISOR'S EMPLOYEES, OFFICERS AND/OR AUTHORIZED AGENTS
Franchisee agrees that the fulfillment of any of Franchisor's obligations written in this Agreement or based on any oral communications ruled to be binding in a court of law shall be Franchisor's sole obligation and none of Franchisor's employees, officers and/or authorized agents shall be personally liable to Franchisee for any reason. In addition to the foregoing, Franchisor and Franchisee are not joint employers. The foregoing shall not be construed to imply that Franchisor and/or Franchisor's agents have made any oral promises as pursuant to Article 18.M. of this Agreement, this written Agreement represents the sole Agreement between Franchisor and Franchisee.
18.S. NON-UNIFORM AGREEMENTS
Source: Item 23 — RECEIPTS (FDD pages 47–209)
What This Means (2024 FDD)
According to the 2024 Casiola Franchise Disclosure Document, the franchise agreement is binding on Casiola only after an authorized officer of Casiola has signed it. Casiola recommends that prospective franchisees have the agreement and Franchise Disclosure Document reviewed by their own legal, accounting, and business advisors before signing.
The agreement specifies that fulfilling Casiola's obligations rests solely with Casiola, and none of its employees, officers, or authorized agents are personally liable to the franchisee for any reason. This clause clarifies that Casiola and the franchisee are not considered joint employers.
Furthermore, the franchise agreement, along with referenced documents, schedules, exhibits, and the Operations Manual, constitutes the entire agreement between Casiola and the franchisee. This agreement supersedes any prior related agreements. However, this does not disclaim any express representations made by Casiola in the Franchise Disclosure Document provided to the franchisee.