For Chatime, what representations or promises outside of the FDD and Franchise Agreement might not be enforceable?
Chatime Franchise · 2025 FDDAnswer from 2025 FDD Document
| s. Modification of agreement | §25.13 | Your Franchise Agreement may only be modified by the parties in writing. |
|---|---|---|
| MDA: §23.12 | Your MDA may only be modified by the parties in writing. | |
| t. Integration/merger clause | §25.12 | Only the terms of your Franchise Agreement are binding. Any representations or promises outside of this FDD and your Franchise Agreement may not be enforceable. This provision is subject to state law. Notwithstanding the foregoing, nothing in this or any related agreement is intended to disclaim the expressrepresentations made in the Franchise Disclosure Document, its exhibits and amendments. |
| MDA: §23.11 | Only the terms of your MDA are binding. Any representations or promises outside of this FDD and your MDA may not be enforceable. This provision is subject to state law. Notwithstanding the foregoing, nothing in this or any related agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. |
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 43–52)
What This Means (2025 FDD)
According to Chatime's 2025 Franchise Disclosure Document, any representations or promises made outside of the FDD itself and the Franchise Agreement may not be legally binding. This is a standard integration clause common in franchise agreements. Specifically, Item 17 clarifies that only the terms written within the Franchise Agreement are considered binding on both Chatime and the franchisee. This provision is subject to state law. However, the FDD also states that this does not disclaim the express representations made in the Franchise Disclosure Document, its exhibits, and amendments. A similar clause exists for the Master Development Agreement (MDA).
This means that if a Chatime representative makes verbal promises or provides materials that are not included in the FDD or the signed Franchise Agreement, those promises might not be enforceable in a legal dispute. For example, if a Chatime representative projects specific revenue figures during the sales process that are not documented in the FDD or Franchise Agreement, the franchisee may not be able to hold Chatime accountable for those projections.
Prospective Chatime franchisees should ensure that all important terms and conditions are clearly stated in the Franchise Agreement. It is crucial to review the FDD and Franchise Agreement carefully with a legal professional to understand your rights and obligations. Any additional promises or representations should be documented in writing and, ideally, incorporated into the Franchise Agreement to ensure enforceability. This helps protect the franchisee's investment and clarifies the expectations of both parties.