Can obligations contradicting the Crepe De Licious Owners Agreement be implied?
Crepe_De_Licious Franchise · 2025 FDDAnswer from 2025 FDD Document
No other obligations, restrictions or duties that contradict or are inconsistent with the express terms of this Owners Agreement may be implied into this Owners Agreement.
Except for unilateral reduction of the scope of the covenants permitted in Section 3.3 (or as otherwise expressly provided in this Owners Agreement), no amendment, change or variance from this Owners Agreement will be binding on either party unless it is mutually agreed to by the parties and executed in writing.
Source: Item 22 — CONTRACTS (FDD page 57)
What This Means (2025 FDD)
According to the 2025 Crepe De Licious Franchise Disclosure Document, the Owners Agreement explicitly states that no obligations, restrictions, or duties that contradict or are inconsistent with the express terms of the agreement can be implied. This means that franchisees and Crepe De Licious are bound only by what is written in the agreement itself.
This clause protects both the franchisee and the franchisor by ensuring that neither party can later claim that there were unwritten understandings or obligations. It provides clarity and predictability in the franchise relationship, limiting potential disputes to the interpretation of the written terms.
Any modifications or changes to the Owners Agreement must be mutually agreed upon and documented in writing to be binding, except for unilateral reductions in the scope of covenants as permitted in Section 3.3 or as otherwise expressly provided in the Owners Agreement. This reinforces the importance of having all agreements and modifications clearly stated in writing to avoid future misunderstandings or disagreements.