Does the Chick Fil A integration/merger clause have any enforceability limitations in California?
Chick_Fil_A Franchise · 2025 FDDAnswer from 2025 FDD Document
If the Franchise Agreement, the Lease, any Concession Sublicense Agreement or any Delivery Kitchen Agreement requires litigation, arbitration, or mediation to be conducted in a forum other than the State of California, this provision may not be enforceable under California law.
If the Franchise Agreement, the Lease, any Concession Sublicense Agreement or any Delivery Kitchen Agreement requires that it be governed by a state's law, other than the State of California, this provision may not be enforceable under California law.
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee 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 any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
- Each provision of this Addendum to the Franchise Disclosure Document shall be effective only to the extent that the jurisdictional and any other requirements of the California law applicable to the provision are met independent of and without reference to this Addendum. This Addendum shall have no force or effect if such jurisdictional or any other requirements are not met.
Source: Item 23 — Receipts (FDD pages 103–600)
What This Means (2025 FDD)
According to the 2025 Chick Fil A Franchise Disclosure Document, several provisions within the Franchise Agreement, Lease, Concession Sublicense Agreement, and Delivery Kitchen Agreement may not be enforceable under California law. Specifically, if these agreements require litigation, arbitration, or mediation to occur outside of California, or if they stipulate that they are governed by a state's law other than California's, such provisions might not be upheld in California courts.
Chick Fil A acknowledges these potential limitations and states that they reserve the right to attempt to enforce these provisions, despite the uncertainty of their enforceability in California. This means that even if a clause is identified as potentially unenforceable, Chick Fil A may still try to enforce it. Franchisees should be aware that California law will take precedence to the extent that any provision in these agreements is inconsistent with it.
Furthermore, any statement, questionnaire, or acknowledgment signed by a franchisee cannot waive claims under California franchise law, including claims of fraud, or disclaim reliance on statements made by Chick Fil A or its representatives. This protection is in place to ensure franchisees are not unknowingly giving up their rights under California law. However, the effectiveness of these protections is conditional, as each provision of the amendment to the Franchise Disclosure Document is only effective if it meets the jurisdictional and other requirements of California law, independent of the amendment itself.