Are promises outside of the Central Bark Doggy Day Care Franchise Agreement binding?
Central_Bark_Doggy_Day_Care Franchise · 2025 FDDAnswer from 2025 FDD Document
covenants after the franchise is terminated or expires | FA - XVI.D. | No direct or indirect ownership interest in, or performing services for, or leasing premises to, or diverting business to, competing businesses for 2 years at your Franchised Business, within 10 mile radius of your Franchised Business or 10 mile radius of any CENTRAL BARK facility (same restrictions apply after transfer) No direct or indirect ownership interest in, or performing services | | | MUFA - | for, or leasing premises to, or diverting business to, competing | | | 8.1 | businesses for 2 years within the Multi-Unit Territory or within a | | Provision | Section in franchise agreement, multi-unit franchise agreement, or other agreement | Summary | | | | |------------------------------------------------------|---------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--| | | | 10 mile radius of any CENTRAL BARK facility (same restrictions apply after transfer) | | | | | s. Modification of the | FA - XXV. | No modifications except in writing, but We may change | | | | | agreement | MUFA – 10.12 | Operating Manual No modifications except in writing | | | | | t.
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 38–42)
What This Means (2025 FDD)
According to Central Bark Doggy Day Care's 2025 Franchise Disclosure Document, the enforceability of promises made outside the franchise agreement is limited. The FDD states that only the terms within the Franchise Agreement are binding, subject to state law. This means that any verbal agreements, promises, or representations made by Central Bark Doggy Day Care representatives that are not explicitly written into the Franchise Agreement may not be legally enforceable. However, the document clarifies that this does not disclaim representations made by Central Bark Doggy Day Care in the Disclosure Document itself.
This clause, known as an integration or merger clause, is a common feature in franchise agreements. It aims to ensure that all obligations and agreements are clearly documented in a single, comprehensive contract. This protects both the franchisee and Central Bark Doggy Day Care by preventing disputes based on undocumented claims or understandings.
For a prospective Central Bark Doggy Day Care franchisee, this provision highlights the importance of carefully reviewing the Franchise Agreement and ensuring that all material terms and conditions are included in the written contract. Any promises or assurances made during the negotiation process should be confirmed in writing and incorporated into the agreement to ensure they are legally binding. While the Disclosure Document's representations are not disclaimed, franchisees should prioritize getting all important terms written into the Franchise Agreement itself.
It is important to note that state laws can vary, and some states may have regulations that affect the enforceability of integration clauses. Franchisees should consider seeking legal advice to understand the specific implications of this clause in their jurisdiction.