Does the City Wide Franchise Agreement disclaim any representations made in the franchise disclosure document?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
FRANCHISEE ACKNOWLEDGES THAT THIS AGREEMENT, ANY EXHIBIT ATTACHED TO THIS AGREEMENT AND THE DOCUMENTS REFERRED TO IN THIS AGREEMENT, WILL BE CONSTRUED TOGETHER AND CONSTITUTE THE ENTIRE, FULL AND COMPLETE AGREEMENT BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER OF THIS AGREEMENT, AND SUPERSEDES ALL PRIOR WRITTEN OR ORAL AGREEMENTS RELATING TO THIS AGREEMENT. FRANCHISEE UNDERSTAND AND AGREE THAT NO PERSON REPRESENTING OR PURPORTING TO REPRESENT CITY WIDE HAS ANY ACTUAL, IMPLIED, OR APPARENT AUTHORITY TO MAKE ANY REPRESENTATION OR STATEMENT TO FRANCHISEE CONCERNING THE SYSTEM OR THIS FRANCHISE AGREEMENT, OR ANY SUBJECT RELATED TO THIS AGREEMENT, WHICH IN ANY MANNER DIFFERS FROM THE SPECIFIC TERMS OF THIS AGREEMENT OR THE FRANCHISE DISCLOSURE DOCUMENT. FRANCHISEE AFFIRMATIVELY COVENANTS AND WARRANTS THAT NO COVENANTS, WARRANTS, AGREEMENTS, UNDERSTANDINGS, STATEMENTS, OR REPRESENTATIONS OTHER THAN THOSE SPECIFICALLY MADE IN THIS AGREEMENT OR IN THE FRANCHISE DISCLOSURE DOCUMENT HAVE INDUCED FRANCHISEE TO EXECUTE THIS AGREEMENT. FRANCHISEE FURTHER UNDERSTANDS THAT CITY WIDE IS RELYING ON FRANCHISEE'S COVENANTS AND WARRANTIES IN EXECUTING THIS AGREEMENT. NO AMENDMENT, CHANGE, OR VARIANCE FROM THE TERMS OF THIS AGREEMENT WILL BE BINDING ON THE PARTIES UNLESS MUTUALLY AGREED TO BY THE PARTIES AND EXECUTED BY THEM IN WRITING. NOTHING IN THIS AGREEMENT, OR ANY RELATED AGREEMENT IS INTENDED TO DISCLAIM THE REPRESENTATIONS MADE IN THE FRANCHISE DISCLOSURE DOCUMENT, ITS EXHIBITS AND AMENDMENTS.
Source: Item 22 — CONTRACTS (FDD page 65)
What This Means (2025 FDD)
According to the 2025 City Wide Franchise Disclosure Document, the franchise agreement explicitly states that nothing within the agreement or any related document is intended to disclaim the representations made in the Franchise Disclosure Document (FDD), its exhibits, and amendments. This means that City Wide acknowledges the importance and validity of the information provided in the FDD and ensures that the franchise agreement does not contradict or undermine it.
This provision protects the franchisee by ensuring that City Wide cannot later deny or disavow any statements or promises made in the FDD. The FDD serves as a crucial source of information for potential franchisees, covering various aspects of the franchise system, including fees, obligations, and financial performance. By affirming the FDD's representations, City Wide provides assurance that the information presented is accurate and reliable.
Furthermore, the City Wide franchise agreement includes an acknowledgement by the franchisee that no person representing or purporting to represent City Wide has any authority to make any representation or statement concerning the system or the agreement that differs from the specific terms of the agreement or the FDD. The franchisee also warrants that no covenants, agreements, understandings, statements, or representations other than those specifically made in the agreement or in the FDD have induced the franchisee to execute the agreement. This reinforces the importance of the FDD as a primary source of information and protects both parties by preventing reliance on unauthorized or inconsistent representations.