Does the Cinnaholic franchise agreement require a franchisee to waive reliance on any representation made by the franchisor in its most recent disclosure document?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
brands that we control.
Section 31512.1- Franchise Agreement Provisions Void as Contrary to Public Policy:
Any provision of a franchise agreement, franchise disclosure document, acknowledgement, questionnaire, or other writing, including any exhibit thereto, disclaiming or denying any of the following shall be deemed contrary to public policy and shall be void and unenforceable:
- (a) Representations made by the franchisor or its personnel or agents to a prospective franchisee.
- (b) Reliance by a franchisee on any representations made by the franchisor or its personnel or agents.
- (c) Reliance by a franchisee on the franchise disclosure document, including any exhibit thereto.
- (d) Violations of any provision of this division.
California's Franchise Investment Law (Corporations Code sections 31512 and 31512.1) states that any provision of a franchise agreement or related document requiring the franchisee to waive specific provisions of the law is contrary to public policy and is void and unenforceable.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to the 2025 Cinnaholic Franchise Disclosure Document, the franchise agreement does not allow a franchisee to waive reliance on any representations made by Cinnaholic in its disclosure document. Specifically, for franchisees operating in Illinois or Virginia, the agreement explicitly states that no statement, questionnaire, or acknowledgment signed by a franchisee can disclaim reliance on any statement made by Cinnaholic or its representatives. This provision supersedes any other conflicting terms in any document related to the franchise.
This means that Cinnaholic franchisees in Illinois and Virginia retain their rights to make claims under state franchise laws, including claims of fraud, based on statements made by Cinnaholic. This protection ensures that franchisees can hold Cinnaholic accountable for the accuracy and truthfulness of the information provided during the franchise sales process. It also prevents Cinnaholic from using acknowledgments or questionnaires to circumvent franchise laws or disclaim responsibility for their representations.
More broadly, the FDD states that any provision in any document that disclaims or denies reliance by a franchisee on the franchise disclosure document, or representations made by Cinnaholic, is considered against public policy and is void and unenforceable. This applies to all Cinnaholic franchisees, not just those in Illinois or Virginia. This protection is significant because it reinforces the importance of the Franchise Disclosure Document as a reliable source of information for prospective franchisees and protects their ability to make informed decisions based on the information provided.