For Circle K franchises in Illinois, can a franchisee rely on representations in the Franchise Disclosure Document, even though they don't become part of the Franchise Agreement?
Circle_K Franchise · 2025 FDDAnswer from 2025 FDD Document
mencement 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 this franchise.
ADDENDUM TO FRANCHISE AGREEMENT FOR THE STATE OF ILLINOIS
This Addendum will pertain to franchises sold in the state of Illinois and will be for the purpose of complying with Illinois statutes and regulations. Notwithstanding anything which may be contained in the body of the Franchise Agreement to the contrary, the Agreement will be amended to include the following:
-
- Article 20.5 is hereby deleted in its entirety and the following is substituted in its place:
- 20.5 Governing Law. Except to the extent governed by the United States Trademark Act of 1946 (Lanham Act, 15 U.S.C. § 1051 et seq.), and the Federal Arbitration Act (9 U.S.C. § 1, et seq.), or matters arising under the Illinois Franchise Disclosure Act which shall be governed thereby, this Agreement and the relationship between the Franchisor and Franchisee will be governed by the laws of the state of Arizona.
-
Source: Item 22 — CONTRACTS (FDD page 100)
What This Means (2025 FDD)
According to Circle K's 2025 Franchise Disclosure Document, franchisees in Illinois can rely on the representations made in the Franchise Disclosure Document (FDD) in connection with their franchise purchase, even though the statements in the FDD do not become part of the Franchise Agreement itself. This is clarified through an addendum specifically for Illinois franchises.
This addendum ensures that Article 20.11 of the standard agreement is not misconstrued to prevent franchisees from relying on the FDD representations. While the FDD statements are not integrated into the contract, the addendum emphasizes that nothing in the FDD should contradict or be inconsistent with the actual terms of the Franchise Agreement. This provision aims to protect franchisees by allowing them to hold Circle K accountable for the information provided during the franchise sales process.
This protection is further reinforced by the statement that no agreement signed by the franchisee can disclaim reliance on statements made by Circle K or its representatives, including claims of fraud. This means that Circle K franchisees in Illinois have a legal basis to claim they were misled if the representations in the FDD turn out to be false or inconsistent with the actual operation of the franchise. This is a significant benefit for franchisees, as it provides an additional layer of security and recourse in case of discrepancies or misrepresentations.