Does the Cool Binz Franchise Agreement state that representations outside of the Disclosure Document are enforceable?
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 addresses whether representations outside of the Disclosure Document are enforceable. Section 15.L of the Franchise Agreement contains an integration/merger clause. This clause specifies that only the terms within the Franchise Agreement itself are binding, subject to state law.
Specifically, any representations or promises made outside of the Franchise Disclosure Document and the Franchise Agreement may not be enforceable. However, the agreement clarifies that nothing within it or any related agreement is intended to disclaim the representations made in the Franchise Disclosure Document.
This means that a prospective Cool Binz franchisee should ensure that all important terms and conditions are included in the Franchise Agreement itself. Verbal promises or representations made during the negotiation process that are not written into the agreement may not be legally binding. It is a common practice in franchising to include an integration clause to prevent disputes based on claims of promises or representations made outside the written contract.