For Cinnaholic franchises, what happens to provisions that disclaim representations made by the franchisor's agents?
Cinnaholic Franchise · 2025 FDDAnswer from 2025 FDD Document
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.
-
- Franchisor and Franchisee agree to be bound by the provisions of any limitation on the period of time in which claims must be brought under applicable law or this Agreement, whichever expires earlier.
-
- 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. See NASAA STATEMENT OF POLICY REGARDING THE USE OF FRANCHISE QUESTIONNAIRES AND ACKNOWLEDGMENTS. https://www.nasaa.org/wp-content/uploads/2022/11/sop-franchisequestionnaires.pdf
-
- To the extent this Addendum is inconsistent with any terms or conditions of the Agreement or the Exhibits or Schedules thereto, the terms of this Addendum shall govern.
Source: Item 22 — CONTRACTS (FDD pages 61–62)
What This Means (2025 FDD)
According to the 2025 Cinnaholic Franchise Disclosure Document, any provision within franchise agreements or related documents that attempts to disclaim or deny representations made by Cinnaholic or its agents to prospective franchisees is considered against public policy. Such provisions are deemed void and unenforceable. This means that franchisees can rely on representations made by Cinnaholic during the franchise sales process, and Cinnaholic cannot later deny those representations based on a disclaimer in the agreement. This protection extends to reliance on the Franchise Disclosure Document (FDD) itself.
This clause protects prospective Cinnaholic franchisees from being misled by the franchisor's sales tactics or misrepresentations. It ensures that the information provided during the pre-sale period carries legal weight, and franchisees are not bound by disclaimers that contradict those representations. This is particularly important because the FDD and the representations made by the franchisor's agents often form the basis of the franchisee's investment decision.
Furthermore, for Cinnaholic franchises operating in Illinois, no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by the franchisor or its representatives. This provision supersedes any other conflicting terms in any document related to the franchise agreement, reinforcing the protection for franchisees in Illinois. Similarly, in Washington, any conflicting provision is void and unenforceable, and questionnaires or acknowledgments cannot waive claims or disclaim reliance on statements made by Cinnaholic or its representatives.
In Virginia, similar protections are in place, ensuring that no statement, questionnaire, or acknowledgment can waive claims under applicable state franchise law or disclaim reliance on statements made by Cinnaholic or its representatives. This provision also supersedes any other term of any document executed in connection with the franchise, providing consistent protection across different states. These stipulations collectively aim to ensure that franchisees are not unfairly disadvantaged by disclaimers that undermine the importance of pre-contractual representations and disclosures.