Are any representations or promises outside of the Crave Cookies disclosure document and franchise agreement enforceable?
Crave_Cookies Franchise · 2025 FDDAnswer from 2025 FDD Document
| m. Conditions for franchisor's approval of transfer | FA: § 15.2 MUDA: none | We approve the transfer, you pay the transfer fee; buyer meets our standards; buyer is not a competitor of ours; buyer and its owners sign our then-current franchise agreement and related documents (including personal guaranty); you've made all payments to us and are in compliance with all contractual requirements; buyer completes training program; you sign a general release; business complies with then-current system specifications (including remodel, if applicable). |
|---|---|---|
| n. Franchisor's right of first refusal to acquire franchisee's business | FA: § 15.5 MUDA: none | If you want to transfer your business (other than to your co-owner or your spouse, sibling, or child), we have a right of first refusal. |
| o. Franchisor's option to purchase franchisee's business | FA: § 15.5 MUDA: none | If you want to transfer your business (other than to your co-owner or your spouse, sibling, or child), we have a right of first refusal. |
| p. Death or disability of franchisee | FA: §§ 2.4, 15.4 MUDA: none | If you die or become incapacitated, a new principal executive acceptable to us must be designated to operate the business, and your executor must transfer the business to an approved new owner within nine months. |
| q. Non-competition covenants during the term of the franchise | FA: § 13.2 MUDA: none | Neither you, any owner of the business, or any spouse of an owner may have ownership interest in, lend money or provide financial assistance to, provide services to, or be employed by, any competitor. |
| r. Non-competition covenants after the franchise is terminated or expires | FA: § 13.2 MUDA: none | For two years, neither you, any owner of the business, or any spouse of an owner may have ownership interest in, lend money or provide financial assistance to, provide services to, or be employed by a competitor located within five miles of your former territory or the territory of any other Crave Cookies business operating on the date of termination. |
| s. Modification of the agreement | FA: § 18.4 MUDA: § 7 | No modification or amendment of the agreement will not be effective unless it is in writing and signed by both parties. This provision does not limit our right to modify the Manual or system specifications. |
| t. Integration/merger clause | FA: § 18.3 MUDA: § 7 | Only the terms of the agreement are binding (subject to state law). Any representations or promises outside of the disclosure document and franchise agreement (or MUDA) may not be enforceable. However, no claim made in any franchise agreement (or MUDA) is intended to disclaim the express representations made in this Disclosure Document. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 34–38)
What This Means (2025 FDD)
According to Crave Cookies's 2025 Franchise Disclosure Document, specifically Item 17, the enforceability of representations or promises made outside of the franchise agreement and disclosure document is limited. The franchise agreement contains an integration clause, which means that only the terms written within the agreement are legally binding on both Crave Cookies and the franchisee.
This clause protects Crave Cookies from claims based on verbal promises or representations made by its representatives that are not documented in the franchise agreement. It also protects the franchisee, as Crave Cookies cannot later claim the franchisee agreed to something not written in the agreement. However, the FDD states that no claim made in any franchise agreement is intended to disclaim the express representations made in the Disclosure Document.
Prospective Crave Cookies franchisees should ensure that all important terms and conditions are included in the written franchise agreement. Any verbal promises or assurances should be documented in writing and, ideally, incorporated into the agreement itself to ensure they are legally enforceable. This is a common practice in franchising to provide clarity and certainty to both parties and reduce the risk of future disputes based on misunderstandings or undocumented agreements.