Does the Dermani Medspa Franchise Agreement disclaim express representations made in the Franchise Disclosure Document?
Dermani_Medspa Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Area Development Agreement | Summary | |
|---|---|---|---|
| m. Conditions for our approval of transfer | Section 7.3 | Release us (see Exhibit K), signature of new Area Development Agreement, payment of transfer fee, transfer of all franchise agreements to the same transferee, and others | |
| n. | Our right of first refusal to acquire your business | Section 7.7 | We have a right of first option. If you or one of your owners plans to sell or transfer any material asset of the business or any material part (which changes control) of the entity which owns the business to a third party, you and/or the owner must first offer the assets or interest to us under the same terms and conditions. If we do not wish to acquire the assets or interest, you and/or the owner may then transfer them to the third party. |
| o. | Our option to purchase your business | Not Applicable | Not Applicable |
| p. | Your death or disability | Sections 7.5, and 7.6 | Your estate must transfer your interest in the business to a third party we have approved, within a year after death or the onset of disability. Your estate must appoint a manager to assume your obligations under ADA within 30 days from the date of death or Disability. |
| q. | Non-competition covenants during the term of the franchise | Section 9.1 | Includes prohibition on engaging in any business which is the same or similar to the Franchised Business or dermani MEDSPA® that will be developed. |
| r. | Non-competition covenants after the franchise is terminated or expires | Section 9.2 | Includes a two year prohibition similar to "q" (above), at the Premises, within the Development Area, within five miles of the Development Area or any franchised business or other dermani MEDSPA® then-operating under the System. |
| s. | Modification of the agreement | Section 12.14 | Must be in writing signed by both parties. |
| t. | Integration/merger clause | Section 12.14 | Only the final written terms of the Franchise Agreement and Area Development Agreement are binding (subject to state law), but this provision will not act, or be interpreted, as a disclaimer of any representations made in this disclosure document. |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 51–58)
What This Means (2025 FDD)
According to Dermani Medspa's 2025 Franchise Disclosure Document, the Franchise Agreement contains an integration/merger clause. This clause specifies that only the final written terms of the Franchise Agreement and other related written agreements are binding, subject to state law. This means that any promises or representations made outside of these official documents may not be enforceable.
However, the Dermani Medspa Franchise Agreement explicitly states that the integration/merger clause is not intended to disclaim the express representations made in the Franchise Disclosure Document (FDD), its exhibits, and amendments. This is a crucial protection for franchisees, ensuring that Dermani Medspa cannot later deny statements made within the FDD.
This type of clause is standard in franchise agreements to provide clarity and prevent disputes over verbal agreements or understandings. The explicit exception for representations in the FDD provides an added layer of security for the franchisee, ensuring that the information presented in the FDD remains binding and enforceable.