Does the Cool Binz Franchise Agreement disclaim representations made in the Franchise Disclosure Document?
Cool_Binz Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provisions | Section in Franchise Agreement | Summary | |
|---|---|---|---|
| with any of your customers or former customers, within: (i) the | |||
| Territory; (ii) the Territories of any COOL BINZ franchisees, | |||
| COOL BINZ Company Store, or any other COOL BINZ business | |||
| operator; or (iii) a radius of 50 miles from the Territory. This | |||
| provision is subject to state law. | |||
| s. | Modification | Section 15.J | Modification of the Franchise Agreement must be in writing and |
| of Agreement | agreed upon by both parties. | ||
| t. | Integration/me rger clause | Section 15.L | Only the terms of the Franchise Agreement are binding (subject to state law). Any representations or promises outside of the Disclosure Document and Franchise Agreement may not be enforceable. Nothing in the agreement or in any related agreement is intended to disclaim the representations made in the Franchise Disclosure Document. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 53–58)
What This Means (2025 FDD)
According to the 2025 Cool Binz Franchise Disclosure Document, the Franchise Agreement does not disclaim representations made in the Franchise Disclosure Document. The integration/merger clause in Section 15.L of the Cool Binz Franchise Agreement specifies that only the terms of the Franchise Agreement are binding, subject to state law. It clarifies that any representations or promises made outside of both the Disclosure Document and the Franchise Agreement may not be enforceable.
However, the integration/merger clause explicitly states that nothing within the agreement or any related agreement is intended to disclaim the representations made in the Franchise Disclosure Document. This means that Cool Binz franchisees can rely on the information provided in the FDD as part of their decision-making process, and the Franchise Agreement does not negate those representations.
This type of clause is common in franchise agreements to ensure clarity and avoid disputes over verbal promises or representations made during the franchise sales process. The explicit statement that the FDD's representations are not disclaimed provides some assurance to the franchisee that the information presented in the FDD is intended to be reliable and not contradicted by the legal agreement.