Does the Cream franchise agreement disclaim representations made in the Franchise Disclosure Document?
Cream Franchise · 2025 FDDAnswer from 2025 FDD Document
The preambles and attachments are a part of this Agreement, which together with this Agreement constitute our and your entire agreement relating to the matters contemplated hereby, and there are no other oral or written understandings or agreements between us and you, or oral or written representations by us, relating to the subject matter of this Agreement, the franchise relationship, or your Shop (any understandings or agreements reached, or any representations made, before this Agreement are superseded by this Agreement). Nothing in this or in any related agreement, however, is intended to disclaim the representations we made in the Franchise Disclosure Document that we furnished to you.
The following provision applies if you or the franchise granted hereby are subject to the franchise registration laws in Illinois, Indiana, Maryland, Michigan, Minnesota, Virginia, or Wisconsin: No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (1) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (2) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
DO NOT SIGN OR INITIAL THIS QUESTIONNAIRE IF YOU ARE LOCATED IN, A RESIDENT OF, OR YOUR FRANCHISED BUSINESS WILL BE LOCATED IN: ILLINOIS, INDIANA, MARYLAND, MICHIGAN, MINNESOTA, VIRGINIA, OR WISCONSIN.
The purpose of this Statement is to demonstrate to JENI'S SPLENDID ICE CREAMS FRANCHISE, LLC. ("Franchisor") that the person(s) signing below ("I," "me" or "my"), whether acting individually or on behalf of any legal entity established to acquire the franchise rights, (a) fully understands that the purchase of a Jeni's franchise rights is a significant long-term commitment, complete with its associated risks, and (b) is not relying on any statements, representations, promises or assurances that are not specifically set forth in Franchisor's Franchise Disclosure Document (the "FDD") in deciding to purchase the franchise. In that regard, I represent to Franchisor and acknowledge that:
Source: Item 23 — RECEIPTS (FDD pages 61–192)
What This Means (2025 FDD)
According to the 2025 FDD, the Cream franchise agreement explicitly states that it does not disclaim the representations made in the Franchise Disclosure Document (FDD) that was furnished to the franchisee. The franchise agreement, along with its preambles and attachments, constitutes the entire agreement between Cream and the franchisee, superseding any prior oral or written understandings or agreements. This means that any representations made by Cream in the FDD are still valid and binding, and the franchisee can rely on them.
However, for franchisees located in Illinois, Indiana, Maryland, Michigan, Minnesota, Virginia, or Wisconsin, there's an additional protection. In these states, no statement, questionnaire, or acknowledgment signed by the franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Cream. This provision further reinforces the franchisee's ability to rely on the FDD and protects against unintentional waivers of rights.
Cream also uses a Representations Statement. However, this statement includes a disclaimer that instructs prospective franchisees in Illinois, Indiana, Maryland, Michigan, Minnesota, Virginia, or Wisconsin to NOT sign the statement. The statement is designed to demonstrate that the franchisee understands the risks and is not relying on representations outside of the FDD when deciding to purchase the franchise. This statement aims to ensure that franchisees acknowledge the risks involved and confirm that their decision is based on the information provided in the FDD.
In summary, Cream's franchise agreement does not disclaim the representations made in its FDD. Moreover, franchisees in certain states receive additional protection against inadvertently waiving their rights or disclaiming reliance on the FDD. The Representations Statement serves as a confirmation that the franchisee understands the risks and relies on the FDD, but it is not to be signed by franchisees in states with specific franchise laws protecting franchisees' rights.