What is the effect of representations or promises made outside the Chicken Guy Franchise Disclosure Document and the Development Agreement?
Chicken_Guy Franchise · 2025 FDDAnswer from 2025 FDD Document
| PROVISION | SECTION IN DEVELOPMENT AGREEMENT | SUMMARY |
|---|---|---|
| a. Length of the development term | Section 1.A. | The term is from the date of execution of the Development Agreement to the date that you sign a lease or purchase the site for the last Franchised Restaurant that you are required to develop under the Development Schedule. |
| PROVISION | SECTION IN DEVELOPMENT AGREEMENT | SUMMARY |
| r. Non-competition covenants after the franchise is terminated or expires | Section 12.C. | No activity as described in q. above for one year within your Development Territory, within two miles of its border and within two miles of any then- existing Chicken Guy! Restaurant. If you violate the post-termination non-competition provisions, you must pay liquidated damages equal to our then- current Initial Franchise Fee and 8% of the Gross Sales of the competing business until the expiration of the non-competition period (subject to state law). |
| s. Modification of the | Section 20 | No modification generally without signed |
| agreement | agreement, but we may modify the System. | |
| t. Integration/merger clause | Section 20 | Only the terms of the Development Agreement are binding (subject to state law). Any representations or promises made outside this disclosure document and the Development Agreement may not be enforceable. |
| u. Dispute resolution by arbitration or mediation | Sections 22A. & B. | Subject to state law, either party will submit any claim, controversy, or dispute arising out of the agreement to non-binding mediation and, thereafter, to arbitration. The mediation and arbitration will take place in the city where our principal offices are located at the time the demand for mediation or arbitration is filed, which is currently Orlando, Florida. |
| v. Choice of forum | Section 22.D. | Subject to state law and subject to the mediation and arbitration requirement, any actions for injunctive relief must be filed in the jurisdiction where our principal offices are located at the time suit is filed, which is currently Orlando, Florida while simultaneously submitting the matter to mediation and then arbitration. |
| w. Choice of law | Section 22.C. | Subject to state law, Florida law applies. |
| PROVISION | SECTION IN FRANCHISE AGREEMENT | SUMMARY |
| a. Length of the | Section 2 | Ten years from the date that the Franchised Restaurant |
| franchise term | opens. | |
| b. Renewal or extension of the term | Section 2.B. and NT Location Addendum Section 3 | You can renew for one renewal term of ten years. If you sign a Nontraditional Location Addendum to the Franchise Agreement, you can renew for two five-year renewal terms. |
| PROVISION | SECTION IN FRANCHISE AGREEMENT | SUMMARY |
| q. Non-competition covenants during the term of the franchise | Section 21.C. | No diversion of any business or customer to any competitor; no interest in any restaurant business that that features chicken as a primary menu item (i.e., sales of chicken menu items comprise at least 20% of sales) or whose method of operation or trade dress is similar to that used in the System (subject to state law). |
| r. Non-competition covenants after the franchise is terminated or expires | Section 21.C. | No activity as described in q. above for one year within the Protected Area and within two miles of any then-existing Chicken Guy! Restaurant. If you violate the post-termination non-competition provisions, you must pay liquidated damages equal to our then-current Initial Franchise Fee and 8% of the Gross Sales of the competing business until the expiration of the non- competition period (subject to state law). |
| s. Modification of the | Section 29 | No modification generally without signed agreement, |
| agreement | but we may modify the System and the Manual. | |
| t. Integration/merger clause | Section 29 | Only the terms of the Franchise Agreement are binding (subject to state law). Any representations or promises made outside the disclosure document and the Franchise Agreement may not be enforceable. |
| u. Dispute resolution by arbitration or mediation | Sections 31.A & B. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 40–46)
What This Means (2025 FDD)
According to Chicken Guy's 2025 Franchise Disclosure Document, specifically Section 29 of the Franchise Agreement and Section 20 of the Development Agreement, only the terms within those official documents are binding, subject to state law. This means that any promises or representations made outside of the Franchise Disclosure Document and the Development Agreement may not be enforceable. This is a standard integration or merger clause common in franchise agreements.
For a prospective Chicken Guy franchisee, this clause has significant implications. It means that verbal promises or assurances from Chicken Guy representatives during the sales process, if not written into the franchise agreement or development agreement, may not be legally binding. This could include promises about site selection, marketing support, or financial performance.
Therefore, it is crucial for potential Chicken Guy franchisees to ensure that all important terms and conditions are explicitly included in the written agreements before signing. Franchisees should not rely on verbal assurances alone. This clause protects Chicken Guy from being held accountable for representations not documented in the official agreements, shifting the responsibility to the franchisee to verify and document all critical aspects of the franchise relationship.