Does the Deka Lash Franchise Agreement's integration/merger clause 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 Deka Lash's 2024 Franchise Disclosure Document, the integration/merger clause in the Franchise Agreement does not disclaim express representations made in the Franchise Disclosure Document. The franchise agreement states that only the terms in the franchise agreement are binding, subject to federal or state law. It also clarifies that any representations or promises made outside the disclosure document and franchise agreement may not be enforceable. However, the agreement explicitly states that no claim in any franchise agreement is intended to disclaim the express representations made in the Franchise Disclosure Document.
This means that any promises, claims, or representations made within the Deka Lash Franchise Disclosure Document (FDD) are considered valid and enforceable, even if they are not explicitly reiterated in the Franchise Agreement itself. This is a crucial protection for franchisees, as it ensures that the franchisor cannot later argue that the franchisee should not rely on information presented in the FDD.
For a prospective Deka Lash franchisee, this is beneficial because it provides assurance that the information presented in the FDD, which is a legally required disclosure document, can be relied upon. Franchisees can hold Deka Lash accountable for the representations made within the FDD, even if those representations are not repeated verbatim in the Franchise Agreement. This reduces the risk of the franchisor disavowing important information disclosed during the franchise sales process.