Does the Circle K agreement disclaim representations made in the Franchise Disclosure Document?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
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- Entire Agreement; Modifications. This Agreement and all exhibits hereto constitute the entire agreement between the parties and cancel and supersede all prior written and unwritten agreements, attachments, schedules, appendices, amendments, promises, and understandings between the parties pertaining to the matters covered under this Agreement, except any indebtedness owed to Seller by Purchaser, and is a final, complete and exclusive statement of the agreement between Seller and Purchaser. Nothing in this or in any related agreement, however, is intended to disclaim the representations made in the Franchise Disclosure Document that Seller provided to Purchaser. No amendment, deletion, modification, or alteration to this Agreement shall have any effect unless and until made in writing and signed by an authorized representative of Seller and by Purchaser.
Source: Item 23 — RECEIPTS (FDD pages 100–359)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, the franchise agreement aims to integrate all understandings between Circle K and the purchaser, while also clarifying its relationship to the Franchise Disclosure Document (FDD). Specifically, the agreement states that it, along with its exhibits, represents the complete understanding between both parties, superseding any prior agreements, whether written or unwritten.
However, the Circle K agreement includes a crucial exception: it explicitly states that nothing within the agreement is intended to disclaim the representations made in the Franchise Disclosure Document that Circle K provided to the purchaser. This means that while the agreement consolidates the terms of the franchise, Circle K acknowledges and upholds the representations made within the FDD.
This clause protects the prospective Circle K franchisee by ensuring that the representations made by Circle K in the FDD remain valid and enforceable, despite the comprehensive nature of the franchise agreement. This is a standard practice in franchising, as the FDD serves as a critical disclosure document that informs the franchisee's investment decision.