What does the Face Foundrie agreement say about reliance on prior discussions or writings?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
15. ENTIRE AGREEMENT
Franchisor and Area Developer, and any Principal, each acknowledge and warrant to each other that they wish to have all terms of this business relationship defined solely in and by this written Agreement. Recognizing the costs on both Franchisor and Area Developer which are uncertain, Franchisor and Area Developer, each confirm that neither wishes to enter into a business relationship with the other in which any terms or obligations are the subject of alleged oral statements or in which oral statements or non-contract writings which have been or may in the future be, exchanged between them, serve as the basis for creating rights or obligations different than or supplementary to the rights and obligations set forth herein. Accordingly, Franchisor and Area Developer agree and promise each other that this Agreement supersedes and cancels any prior and/or contemporaneous discussions or writings (whether described as representations, inducements, promises, agreements or any other term), between Franchisor or anyone acting on its behalf and Area Developer or anyone acting on its behalf, which might be taken to constitute agreements, representations, inducements, promises or understandings (or any equivalent to such term) with respect to the rights and obligations of Franchisor and Area Developer or the relationship between them. Franchisor and Area Developer agree and promise each other that they have placed, and will place, no reliance on any such discussions or writings. In accordance with the foregoing, it is understood and acknowledged that this Agreement, the attachments hereto, and the documents referred to herein constitute the entire Agreement between Franchisor and Area Developer concerning the subject matter hereof, and supersede any prior agreements, no other representations having induced Area Developer to execute this Agreement. Except for those permitted to be made unilaterally by Franchisor hereunder, no amendment, change, or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing. Nothing in this Section 15 is intended to disclaim any of the information contained in Franchisor's Franchise Disclosure Document or its attachments or exhibits.
Source: Item 23 — RECEIPTS (FDD pages 74–257)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, the entire agreement clause emphasizes that the written agreement constitutes the complete understanding between Face Foundrie and the area developer. It explicitly states that the agreement supersedes and cancels any prior or contemporaneous discussions or writings. This means that any promises, representations, or understandings made before signing the agreement are not binding unless they are included in the written contract.
Face Foundrie and the area developer both acknowledge that they want all terms of their business relationship defined solely by the written agreement. They confirm that they do not wish to enter into a business relationship where alleged oral statements or non-contract writings serve as the basis for creating rights or obligations that differ from or supplement the written agreement. Both parties agree that they have not relied, and will not rely, on any such prior discussions or writings.
This clause aims to provide certainty and prevent disputes based on verbal agreements or preliminary drafts. However, the clause clarifies that it does not disclaim any information contained in Face Foundrie's Franchise Disclosure Document (FDD) or its attachments. This is an important exception, as the FDD provides crucial information to potential franchisees. Furthermore, a separate provision applies to franchisees in certain states (California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin), preventing the waiver of claims under state franchise laws or the disclaimer of reliance on statements made by Face Foundrie or its representatives.
Prospective Face Foundrie franchisees should carefully review the entire agreement clause and ensure that all important terms and conditions are included in the written contract. They should also be aware of the exceptions for information contained in the FDD and the protections afforded by state franchise laws in certain states. If there are any discrepancies between prior discussions or writings and the written agreement, franchisees should seek clarification from Face Foundrie and consider obtaining legal advice.