Does the Face Foundrie franchise agreement disavow oral representations?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
19.18 Disavowal of Oral Representations.
Franchisor and Franchisee acknowledge that each party desires all terms of their franchise relationship to be defined in this written agreement, and that neither party desires to enter into a business relationship with the other in which any terms or obligations are subject to any oral statements or in which oral statements serve as the basis for creating rights or obligations different than or supplementary to the rights and obligations as set forth in this Agreement.
Therefore, Franchisor and Franchisee agree that this Agreement will supersede and cancel any prior and contemporaneous discussions
between them. Franchisor and Franchisee each agree that each party has placed, and will place, no reliance on any discussions. Franchisee agree that no representations have been made to it about this Agreement, the Facial Bar, or the System other than as contained in this Agreement and in the franchise disclosure document received before Franchisee signed this Agreement. Franchisee agrees that no claims, representations, or warrantees of earnings, sales, profits, or success of the Facial Bar have been made to Franchisee.
19.19 No Waiver or Disclaimer of Reliance in Certain States. The following provision applies only to franchisees and franchises that are subject to the state franchise registration/disclosure laws in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin:
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, the franchise agreement includes a clause disavowing reliance on oral representations. Specifically, Section 19.18 states that both Face Foundrie and the franchisee acknowledge that they want all terms of their franchise relationship to be defined in the written agreement. Neither party wants to enter into a business relationship where terms or obligations are subject to oral statements that create rights or obligations different from those in the agreement.
Therefore, the agreement supersedes and cancels any prior discussions between Face Foundrie and the franchisee. Both parties agree that they have not relied on any discussions outside of what is contained in the agreement and the franchise disclosure document. The franchisee specifically agrees that no representations about the agreement, the Facial Bar, or the System have been made other than what is in the agreement and the FDD. The franchisee also agrees that no claims, representations, or warranties of earnings, sales, profits, or success of the Facial Bar have been made.
However, Section 19.19 notes that the disavowal of oral representations does not apply to franchisees in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin, if they are subject to state franchise registration/disclosure laws. This means that in those states, a franchisee may have legal recourse based on oral representations made by Face Foundrie during the franchise sales process. Prospective franchisees should consult with a legal professional to understand the implications of this clause in their specific state.