Are representations or promises outside of the Coffee News disclosure document and franchise agreement enforceable?
Coffee_News Franchise · 2025 FDDAnswer from 2025 FDD Document
| PROVISION | SECTION IN FRANCHISE AGREEMENT | SUMMARY |
|---|---|---|
| t. Integration / merger clause. | Section 11.3, Exhibit A | Only the terms of the franchise agreement are enforceable, subject to state law. Any representations or promises outside of the disclosure document and franchise agreement may not be enforceable. |
No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement 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 the franchise.
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 25–27)
What This Means (2025 FDD)
According to Coffee News's 2025 Franchise Disclosure Document, the enforceability of representations or promises made outside of the franchise agreement is limited. The FDD indicates that only the terms within the franchise agreement are enforceable, subject to state law. This is a common clause known as an integration or merger clause. Such a clause aims to limit Coffee News's liability to only what is written in the agreement.
This means that any verbal promises or assurances made by Coffee News representatives during the sales process that are not explicitly included in the written franchise agreement may not be legally binding. A prospective franchisee should be aware of this and ensure that all important terms and conditions are documented in the franchise agreement itself.
However, the FDD also states that no statement signed by a franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Coffee News or its representatives. This provision supersedes any other term of any document executed in connection with the franchise. Therefore, franchisees may still have some recourse for misrepresentations that induced them to enter into the agreement, despite the integration clause.