Are modifications to the Del Taco franchise agreement valid if not agreed to in writing?
Del_Taco Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in the Agreement | Summary |
|---|---|---|
| n. Our right of first refusal to acquire your business | 12.6 | We have an option for 30 days to purchase upon same terms and conditions offered to the third party. |
| o. Our option to purchase your business | 12.6 | We have an option to purchase your business upon the termination or expiration of your Franchise Agreement. |
| p. Your death or disability | 12.7 and 12.8 | We will not withhold consent unreasonably to a transfer to a third party within 6 months, provided the transferee meets our general conditions of transfer. |
| q. Non-competition covenants during the term of the franchise | 10.5 | You cannot use the Del Taco System or any other names, marks, systems, logotypes, symbols or foodstuffs provided by us or an approved supplier in connection with another Restaurant; you cannot operate any “competitive business”, which means a Restaurant or food service business that offers one or more Mexican or similar style menu items, and is operated in a quick service, fast food, or fast casual format. (subject to state law) |
| r. Non-competition | 10.6 | For a period of two years, you cannot operate a |
| covenants after the | competitive business within two miles of your | |
| franchise terminates or | original location or any other existing Del Taco | |
| expires | Restaurant. (subject to state law) | |
| s. Modification of the | 23 | No changes can take place unless mutually agreed |
| agreement | to in writing. | |
| t. Integration/ merger clause | 23 | Only the written terms of the agreement and exhibits bind the parties. Notwithstanding the foregoing, nothing in this or any related agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. Any representations or promises outside of the Franchise Disclosure Document and other agreements may not be enforceable. (subject to state law) |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 42–46)
What This Means (2025 FDD)
According to Del Taco's 2025 Franchise Disclosure Document, any modifications to the franchise agreement must be mutually agreed upon in writing to be valid. This requirement ensures that both Del Taco and the franchisee are in complete agreement regarding any changes to the original terms, preventing potential misunderstandings or disputes. This clause is standard in franchise agreements to provide clarity and legal certainty.
For a prospective Del Taco franchisee, this means that any verbal promises or agreements made outside the written contract are not binding. It is crucial to ensure that all agreed-upon modifications are documented in writing and signed by both parties. This protects the franchisee from being held to terms they did not explicitly agree to in a written format.
However, the integration/merger clause states that the express representations made in the Franchise Disclosure Document, its exhibits, and amendments are still valid. Any representations or promises outside of the Franchise Disclosure Document and other agreements may not be enforceable. This means that while the written agreement is the primary source of obligations, Del Taco cannot disclaim the promises made in the FDD itself, even if they are not reiterated in the franchise agreement. This provides an additional layer of protection for the franchisee, ensuring that Del Taco is held accountable for the information presented in the FDD.