Are there any terms outside of the Franchise Agreement that are binding on Counselor Realty?
Counselor_Realty Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section(s) in Franchise or Other Agreement | Summary contractors of Counselor or any of Counselor's franchisees | |
|---|---|---|---|
| r. | Non-competition covenants after the franchise is terminated or expires | 7.2 | No solicitation of agents, employees or independent contractors of Counselor or any of Counselor's franchisees for 24- months post-termination |
| s. | Modification of the agreement | Section 13.2 | No modifications generally but Franchise Policy Guidelines and licensed Marks subject to change by Counselor |
| t. | Integration/merger clause | Section 13.1 | Only the terms of the Franchise Agreement are binding on Counselor |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 25–29)
What This Means (2025 FDD)
According to Counselor Realty's 2025 Franchise Disclosure Document, the terms of the Franchise Agreement are the only terms binding on Counselor Realty. This is explicitly stated in the integration/merger clause within the agreement.
This clause is a common legal provision in franchise agreements. It ensures that any prior discussions, promises, or representations made outside the written agreement are not legally binding. This protects Counselor Realty from potential claims based on verbal agreements or understandings that are not documented in the Franchise Agreement.
For a prospective Counselor Realty franchisee, this means it is crucial to ensure that all material terms and conditions are included in the written Franchise Agreement. Any verbal promises or assurances from Counselor Realty representatives should be confirmed in writing and incorporated into the agreement to be legally enforceable. This provides clarity and legal certainty regarding the obligations and rights of both parties.