Does the City Wide franchise agreement require the franchisee to acknowledge that they have relied on any covenants, warrants, agreements, understandings, statements, or representations other than those specifically made in the agreement or the Franchise Disclosure Document?
City_Wide Franchise · 2025 FDDAnswer from 2025 FDD Document
- 30.7 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 franchisee must acknowledge that they are not relying on any agreements, statements, or representations outside of the franchise agreement itself and the Franchise Disclosure Document (FDD). This acknowledgment is a legally binding statement that limits City Wide's liability regarding any claims based on information not contained within those documents.
Specifically, the franchisee affirmatively warrants that no other inducements beyond what is written in the agreement or the FDD have influenced their decision to sign the agreement. City Wide states that it is relying on these covenants and warranties from the franchisee when entering into the agreement. This clause aims to prevent franchisees from later claiming they were promised something verbally or through other means not documented in the franchise agreement or FDD.
This type of clause is standard in franchise agreements. It underscores the importance of carefully reviewing the FDD and franchise agreement with legal and financial advisors before signing. Any promises or representations made by City Wide representatives during the sales process should be confirmed in writing and included in the franchise agreement to be enforceable. The document also states that nothing in the agreement disclaims the representations made in the Franchise Disclosure Document, its exhibits, and amendments.
Prospective franchisees should pay close attention to this clause and ensure they understand its implications. They should also document all communications and representations made by the franchisor during the pre-sale process and seek legal counsel to ensure their interests are protected.