Does the Deka Lash franchise agreement disclaim express representations made in the Franchise Disclosure Document?
Deka_Lash Franchise · 2024 FDDAnswer from 2024 FDD Document
| Provision | Section In Franchise Agreement | Summary |
|---|---|---|
| Protected Area or any other Protected Area we have granted (subject to applicable state law). | ||
| s. Modification of the agreement | 16 | No modifications unless the parties agree in writing, except to Operations Manual. Revisions to the Manual will not unreasonably affect the franchisee’s obligations, including economic requirements, under the Agreement. |
| t. Integration/merger clause | 18 | Only the terms in the franchise agreement are binding (subject to federal or state law). Any representations or promises made outside the disclosure document and franchise agreement may not be enforceable. No claim in any franchise agreement(s) is intended to disclaim the express representations made in this Franchise Disclosure Document. |
| u. Dispute resolution by arbitration or mediation | 19.9; Franchise Agreement, Sch. C | You must mediate and arbitrate claims against us (subject to applicable state law). |
| v. Choice of forum | 19.2 | All claims must be brought in Pittsburgh, Pennsylvania (subject to applicable state law). |
| w. Choice of Law | 19.1 | Pennsylvania law governs (subject to applicable state law). |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 49–54)
What This Means (2024 FDD)
According to the 2024 Deka Lash Franchise Disclosure Document, the franchise agreement contains an integration/merger clause. This clause specifies that only the terms outlined in the franchise agreement are legally binding, subject to federal or state law. It also clarifies that any promises or representations made outside of the Franchise Disclosure Document and the franchise agreement itself may not be enforceable. However, the integration/merger clause explicitly states that no part of any franchise agreement is intended to disclaim the express representations made within the Franchise Disclosure Document.
In simpler terms, while Deka Lash aims to ensure the franchise agreement is the primary document outlining the terms, they also acknowledge and affirm that the explicit statements and representations made in the Franchise Disclosure Document are still valid and not disclaimed by the agreement. This means that if Deka Lash makes a specific claim or promise in their Franchise Disclosure Document, franchisees can rely on that information, and Deka Lash cannot later argue that the franchise agreement supersedes or nullifies that specific representation.
This provision offers a degree of protection for prospective Deka Lash franchisees. It ensures that the information provided in the Franchise Disclosure Document, which franchisees rely on when making their investment decision, remains valid and enforceable. Franchisees should still carefully review both the Franchise Disclosure Document and the franchise agreement to fully understand their rights and obligations, but this clause provides assurance that Deka Lash stands behind the representations made in their disclosure document.