Does the Ella Cafe franchise agreement allow for oral modifications?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
- 11.2.4.
Except for representations contained in Franchisor's franchise disclosure document provided to Developer or its Owners in conjunction with this franchise offering, Developer represents that neither Franchisor nor its agents or representatives have made any representations, and neither Developer nor its Owners have relied on representations made by Franchisor or its agents or representatives, concerning actual or potential Gross Sales, expenses, or profits of a Coffee House.
I also understand that neither I nor Developer may make any changes to this Confidentiality Agreement without the written consent of Franchisor.
Source: Item 23 — RECEIPTS (FDD pages 50–181)
What This Means (2024 FDD)
According to the 2024 Ella Cafe Franchise Disclosure Document, the franchise agreement emphasizes the importance of written agreements and disclosures. Specifically, it states that the developer acknowledges relying solely on Ella Coffee Company, LLC's representations within the franchise disclosure document.
Furthermore, the document explicitly states that the developer cannot rely on any other representations made by Ella Cafe or its agents regarding potential sales, expenses, or profits, unless those representations are contained within the franchise disclosure document. This suggests that any verbal promises or representations made outside of the official document are not binding.
Additionally, the Confidentiality Agreement states that neither the developer nor the individual signing the agreement may make any changes to the Confidentiality Agreement without the written consent of Ella Cafe. While this refers specifically to the Confidentiality Agreement, it underscores the franchisor's preference for written modifications and could reflect a similar stance on the Franchise Agreement itself. Prospective franchisees should confirm with Ella Cafe whether oral modifications to the franchise agreement are permitted and seek to have any agreed-upon changes documented in writing.