Are representations or promises made outside the Deka Lash disclosure document and franchise agreement enforceable?
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 clause. This means that only the terms written within the Deka Lash franchise agreement are considered legally binding, subject to federal or state laws. Any promises, assurances, or representations made outside of the official Deka Lash Franchise Disclosure Document (FDD) and the franchise agreement itself may not be enforceable. However, the franchise agreement does not disclaim the express representations made in the Franchise Disclosure Document.
For a prospective Deka Lash franchisee, this clause is significant. It emphasizes the importance of carefully reviewing and understanding the entire franchise agreement and the FDD before signing. Franchisees should not rely on verbal promises or representations made by the franchisor's representatives if those terms are not explicitly written into the franchise agreement.
This type of integration clause is standard in franchise agreements across various industries. It aims to provide clarity and prevent disputes based on misunderstandings or unwritten agreements. If a potential franchisee has any specific expectations or requirements, they must ensure these are included in the written agreement to be legally protected. It is recommended that potential franchisees seek legal counsel to review the franchise agreement and FDD before signing to fully understand their rights and obligations.