What is the scope of Franchisor's review of offering materials from an Ella Cafe Developer?
Ella_Cafe Franchise · 2024 FDDAnswer from 2024 FDD Document
Developer acknowledges that Developer has conducted an independent investigation of the Franchisor's franchise opportunity and recognizes that the business venture contemplated by this Agreement involves business risks and that its success will be largely dependent on Developer's abilities and efforts.
- 11.2.3.
Developer acknowledges that it is relying solely on Ella Coffee Company, LLC, and not on any affiliated entities or parent companies related to Ella Coffee Company, LLC, with regard to Franchisor's financial and other obligations under this Agreement, and no employee or other person speaking on behalf of, or otherwise representing, Ella Coffee Company, LLC, has made any statement or promise to the effect that any affiliated entities or parent companies guarantee Franchisor's performance or financially back Franchisor.
- 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.
Source: Item 23 — RECEIPTS (FDD pages 50–181)
What This Means (2024 FDD)
Based on the 2024 Ella Cafe Franchise Disclosure Document, the Developer acknowledges they have conducted an independent investigation of the Ella Cafe franchise opportunity. This means Ella Cafe expects the Developer to perform their own due diligence when considering the franchise.
The Developer also acknowledges that they are relying solely on Ella Coffee Company, LLC, and not on any affiliated entities or parent companies, regarding the Franchisor's financial and other obligations under the Development Agreement. This highlights that Ella Cafe's obligations are separate from those of any related companies.
Furthermore, the Developer represents that neither Ella Cafe nor its agents or representatives have made any representations, and the Developer has not relied on any representations made by Ella Cafe or its agents, concerning actual or potential Gross Sales, expenses, or profits of a Coffee House, except for representations contained in Ella Cafe's franchise disclosure document. This emphasizes the importance of the FDD as the primary source of information and disclaims any other verbal or undocumented promises.