Are representations or promises outside of the Chocolate Bash disclosure document and franchise agreement (or MUDA) enforceable?

According to Chocolate Bash's 2024 Franchise Disclosure Document, specifically Item 17, any representations or promises made outside of the disclosure document and franchise agreement (or Multi-Unit Development Agreement) may not be enforceable, subject to state law. This is due to an integration/merger clause in the franchise agreement and MUDA. However, the franchise agreement (or MUDA) does not disclaim express representations made in the Disclosure Document.

This means that if a Chocolate Bash representative makes a verbal promise or provides information that is not written in the Franchise Disclosure Document or the franchise agreement, the franchisee may not be able to legally hold Chocolate Bash to that promise. It is crucial for prospective franchisees to ensure that all important terms and conditions are included in the written agreements to avoid potential disputes later on.

This type of clause is common in franchise agreements to provide clarity and certainty regarding the terms of the franchise relationship. Prospective Chocolate Bash franchisees should carefully review the entire Franchise Disclosure Document and franchise agreement with legal counsel to fully understand their rights and obligations. They should also document any representations made by Chocolate Bash representatives during the negotiation process and seek to have them included in the written agreements.