Does the Face Foundrie franchise agreement specify who is responsible for representations made?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
ay change over time, that an investment in a Face Foundrié Facial Bar involves business risks, and that the success of the venture is largely dependent on Franchisee's own abilities, efforts and financial resources. Franchisee or its Owners shall truthfully fill out the Franchisee Acknowledgment attached hereto as Exhibit H.
- 1.03 Representations. Franchisee and its Owners, jointly and severally, represent and warrant to Franchisor that: (a) neither Franchisee nor any of its Owners have made any untrue statement of any material fact or has omitted to state any material fact in the written information submitted in obtaining the rights granted hereunder; (b) neither Franchisee nor any of its Owners have any direct or indirect legal or beneficial interest in any beauty-related business that may be deemed a Competitive Business, except as Franchisee has otherwise completely and accurately disclosed in writing to Franchisor in connection with obtaining the rights granted hereunder; and (c) the execution and performance of this Agreement will not violate any other agreement to which Franchisee or any of its Owners may be bound. Franchisee recognizes that Franchisor has executed this Agreement in reliance on all of the statements Franchisee and its Owners have made in writing in connection with this Agreement.
- 1.04 Certain Definitions. The terms listed below have the meanings which follow them and include the plural as well as the singular. Other terms are defined elsewhere in this Agreement in the context in which they arise.
- (a) "Affiliate" Any Person that directly or indirectly owns or controls the referenced party, that is directly or indirectly owned or controlled by the referenced party, or that is under common control with the referenced party. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an Entity, whether through ownership of voting securities, by contract or otherwise.
- (b) "Competitive Business" Any business operating or franchising an establishment (i) at which more than 10% of the offerings consists of facial services or beauty treatments for the face, or (ii) that offers waxing services. Restrictions in this Agreement on competitive activities do not apply to: (i) the ownership or operation of other Face Foundrié Facial Bars that are licensed or franchised by Franchisor or any of its Affiliates; or (b) the ownership of shares of a class of securities that are listed on a public stock exchange or traded on the over-the-counter market and that represent less than five percent (5%) of that class of securities.
Source: Item 22 — CONTRACTS (FDD pages 73–74)
What This Means (2025 FDD)
According to the 2025 Face Foundrie Franchise Disclosure Document, the franchise agreement addresses the responsibility for representations made during the franchise process. Specifically, the franchisee and their owners represent and warrant to Face Foundrie that they have not made any untrue statements of material fact or omitted any material facts in the written information provided to obtain the franchise. They also warrant that they do not have an undisclosed interest in any competitive beauty-related business and that entering into the agreement does not violate any other agreements they may be bound by. Face Foundrie states that it is relying on these statements when entering into the agreement.
Face Foundrie emphasizes the importance of written agreements, stating that neither party should rely on oral statements that are different from or supplementary to the written agreement. The franchise agreement supersedes and cancels any prior discussions between Face Foundrie and the franchisee. The franchisee specifically agrees that no representations have been made about the agreement, the Facial Bar, or the System other than what is contained in the agreement and the franchise disclosure document.
This clause protects Face Foundrie from potential claims based on verbal promises or representations made by its representatives during the sales process. It also reinforces the importance of the written agreement as the definitive source of information and obligations for both parties. However, the FDD notes that in certain states with franchise registration/disclosure laws (California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin), there may be provisions that prevent a complete waiver or disclaimer of reliance on representations.