Does the Deer Solution franchise agreement's 'complete agreement' clause disclaim express representations made by the franchisor in the Franchise Disclosure Document?
Deer_Solution Franchise · 2025 FDDAnswer from 2025 FDD Document
CTED TO THE CALIFORNIA DEPARTMENT OF FINANCIAL PROTECTION AND INNOVATION AT www.dfpi.ca.gov.
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- California's Franchise Investment Law (Corporations Code Sections 31512 and 31512.1) states that any provision of a franchise agreement or related document requiring the franchisee to waive specific provisions of the law is contrary to public policy and is void and unenforceable. The law also prohibits a franchisor from disclaiming or denying (i) representations it, its employees or its agents make to you, (ii) our ability to rely on any representations it makes to you, or (iii) any violation of the law.
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- No statement, questionnaire or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of: (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) 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.
Connecticut FDD Amendment
Amendments to the Deer Solution Franchise Disclosure Document
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- Item 3 "Litigation," is supplemented by the addition of the following:
- A. Neither the Franchisor nor any person identified in Items 1 or 2 above has any administrative, criminal, or material civil action (or a significant number of civil actions irrespective of materiality) pending against him alleging a violation of any franchise law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, business opportunity law, securities law, misappropriation of property or comparable allegations.
- B. Neither the Franchisor nor any other person identified in Items 1 or 2 above has during the 10 year period immediately preceding the date of this Disclosure Document, been convicted of a felony or pleaded nolo contendere to a felony charge or been held liable in any civil action by final judgment, or been the subject of any material complaint or other legal proceeding where a felony, civil action, complaint or other legal proceeding involved violation of any franchise law, fraud, embezzlement, fraudulent conversion, restraint of trade, unfair or deceptive practices, business opportunity law, securities law, misappropriation of property or comparable allegations or which was brought by a present or former purchaser-investor or which involves or involved the business opportunity relationship.
- C. Neither the Franchisor nor any person identified in Items 1 or 2 above is subject to any currently effective injunctive or restrictive order or decree relating to the franchise, or under any federal, state
or Canadian franchise, securities, business opportunity, antitrust, trade regulation or trade practice law as a result of concluded or pending action or proceeding brought by a public agency, or is a party to a proceeding currently pending in which an order is sought, relating to or affecting business opportunity activities or the seller-purchaser-investor relationship, or involving fraud, including but not limited to, a violation of any business opportunity law, franchise law, securities law or unfair or deceptive practices law, embezzlement, fraudulent conversion, misappropriation of property or restraint of trade.
D.
Source: Item 23 — RECEIPTS (FDD pages 55–246)
What This Means (2025 FDD)
According to the 2025 Deer Solution Franchise Disclosure Document, the franchise agreement includes provisions that protect franchisees from disclaimers of reliance on statements made by the franchisor. Specifically, several state-specific amendments (California, Minnesota, New York, and Illinois) address this issue directly. These amendments state that no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Deer Solution or its representatives. This protection supersedes any other conflicting terms in any document related to the franchise agreement.
For a prospective Deer Solution franchisee, this means that the franchise agreement is designed to prevent franchisees from inadvertently waiving their rights to pursue claims based on misrepresentations made by the franchisor. The inclusion of these clauses in the franchise agreement provides an added layer of security, ensuring that franchisees can rely on the information provided by Deer Solution during the franchise sales process. This is particularly important because the Franchise Disclosure Document (FDD) is a key source of information for potential franchisees, and the law aims to ensure its accuracy and reliability.
However, it is important to note that these protections are often state-specific and may be subject to certain conditions or limitations. For example, the New York amendment specifies that its provisions are effective only to the extent that the jurisdictional requirements of the New York General Business Law are met independently. Therefore, franchisees should carefully review the specific amendments applicable to their state and consult with legal counsel to fully understand their rights and obligations under the franchise agreement. Additionally, the Deer Solution franchise agreement states that the franchisee should have the agreement and FDD reviewed by their own lawyer, accountant, and other business advisors before signing.
In general, the franchise industry often includes clauses that aim to prevent franchisees from claiming reliance on representations not explicitly stated in the franchise agreement. However, the Deer Solution franchise agreement, particularly with its state-specific amendments, appears to take a more protective stance towards franchisees by explicitly preventing disclaimers of reliance on franchisor statements. This approach can be seen as a positive aspect of the Deer Solution franchise offering, as it provides franchisees with greater assurance that they can hold the franchisor accountable for the information provided during the franchise sales process.