For Cinnaholic franchises, what happens to provisions that disclaim representations made by the franchisor's personnel?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
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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. The law also prohibits a franchisor from disclaiming or denying (i) representations it, its employees, or its agents make to you, (ii) your ability to rely on any representations it makes to you, or (iii) any violations of the law.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to Cinnaholic's 2025 Franchise Disclosure Document, any provision within franchise-related documents that attempts to disclaim or deny representations made by Cinnaholic or its personnel to prospective franchisees is considered against public policy. Such provisions are deemed void and unenforceable. This protection extends to representations made by Cinnaholic during the franchise sales process.
This means that a Cinnaholic franchisee can rely on statements and claims made by the franchisor's representatives. It prevents Cinnaholic from later denying those representations. This clause ensures that franchisees are not bound by clauses that negate the impact of the franchisor's claims, especially concerning potential earnings or operational support.
Furthermore, any statement, questionnaire, or acknowledgment signed by a Cinnaholic franchisee at the start of the franchise relationship cannot waive claims under state franchise law, including claims of fraud. Nor can these documents disclaim reliance on statements made by Cinnaholic or its representatives. This specific provision takes precedence over any conflicting terms in other franchise documents, reinforcing the protection for franchisees.