What is City Wide relying on from the franchisee when executing the franchise agreement?
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 City Wide's 2025 Franchise Disclosure Document, City Wide is relying on the franchisee's covenants and warranties when executing the franchise agreement. Specifically, City Wide relies on the franchisee's assurance that no other agreements, understandings, statements, or representations beyond those explicitly stated in the agreement or the Franchise Disclosure Document have influenced the franchisee to sign the agreement. This means City Wide is depending on the franchisee to acknowledge that their decision is based solely on the documented information provided.
This acknowledgment is crucial because it protects City Wide from potential future claims by the franchisee that they were induced to enter the agreement based on promises or representations not found in the official documents. It reinforces that the written agreement constitutes the entire understanding between both parties. This clause aims to prevent misunderstandings or disputes arising from verbal agreements or implied promises that are not formally documented.
For a prospective City Wide franchisee, this highlights the importance of carefully reviewing the Franchise Agreement and the Franchise Disclosure Document. It emphasizes that these documents are the sole basis for the franchise relationship. Any promises or representations made by City Wide representatives that are not included in these documents should be viewed with caution, and franchisees should seek to have them formally incorporated into the agreement to ensure they are enforceable. This also underscores the importance of seeking legal counsel to review and understand the implications of all covenants and warranties before signing the agreement.