Does the Crawlspace Medic Franchise Agreement allow for oral modifications?
Crawlspace_Medic Franchise · 2024 FDDAnswer from 2024 FDD Document
| Section in | |||
|---|---|---|---|
| Franchise | |||
| Provision | Agreement | Summary | |
| q. | Non-competition covenants during the term of the franchise | Section 19.5.1 | You may not: divert, or attempt to divert, customers of any Crawlspace Medic outlet (including yours) to any competitor, participate in any capacity, including, but not limited to as an owner, investor, officer, director, employee or agent, in any competing business; do any act that could damage the goodwill of the Marks or System, or disrupt or jeopardize our business or that of our franchisees. |
| r. | Non-competition covenants after the franchise is terminated or expires | Section 19.5.2 | For 24 months after the termination of the Franchise Agreement, you may not: divert, or attempt to divert, customers of any Crawlspace Medic outlet (including yours) to any competitor, participate in any capacity, including, but not limited to as an owner, investor, officer, director, employee or agent, in any competing business within 25 miles of your former Crawlspace Medic outlet location or any other Crawlspace Medic outlet location (franchised or company owned), do any act that could damage the goodwill of the Marks or System, or disrupt or jeopardize our business or that of our franchisees. |
| s. | Modification of the agreement | Sections 9.4, 14.6, 19.1.4 and 22.4 | No oral modifications generally, but we may change the Operations Manual and System standards at any time. You may be required to implement these changes at your own costs. We have the right to modify our Marks at any time upon written notice to you. |
| t. | Integration/merger clause | Section 21.4 | Only the terms of the Franchise Agreement and other related written agreements are binding (subject to applicable state law.) Any representations or promises outside of the disclosure document and Franchise Agreement may not be enforceable. |
| u. | Dispute resolution by arbitration or mediation | Sections 20.1 and 20.2 | At our option, claims that are not resolved internally may be submitted to non-binding mediation only at our headquarters located in Columbia, SC. |
| v. | Choice of forum | Section 20.3 | Litigation takes place in South Carolina. |
| w. | Choice of law | Section 20.3 | South Carolina law applies. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 33–38)
What This Means (2024 FDD)
According to Crawlspace Medic's 2024 Franchise Disclosure Document, the Franchise Agreement generally does not allow for oral modifications. Item 17 outlines that changes to the agreement must be in writing to be considered valid. However, Crawlspace Medic retains the right to modify the Operations Manual and System standards at any time, and franchisees may be required to implement these changes at their own cost. Additionally, Crawlspace Medic has the right to modify their Marks at any time with written notice to the franchisee.
This means that a Crawlspace Medic franchisee cannot rely on verbal promises or agreements made outside of the written Franchise Agreement and related documents. Any changes or exceptions to the agreement must be documented in writing to be enforceable. This protects both the franchisee and Crawlspace Medic by ensuring that all terms are clearly defined and agreed upon in a verifiable format.
Furthermore, the FDD specifies that only the terms of the Franchise Agreement and other related written agreements are binding, subject to applicable state law. Any representations or promises made outside of the disclosure document and Franchise Agreement may not be enforceable. This is a standard integration or merger clause common in franchise agreements, designed to prevent disputes based on undocumented claims. Franchisees should ensure that all important terms and conditions are included in the written agreement to avoid potential issues later on.
In summary, while Crawlspace Medic maintains the flexibility to update its Operations Manual, System standards, and Marks, franchisees should be aware that the core Franchise Agreement is not subject to oral modifications. Any amendments or waivers must be documented in writing to be legally binding. This provision is designed to provide clarity and certainty in the franchise relationship, reducing the risk of misunderstandings or disputes based on verbal agreements.