Are representations outside of the Face Foundrie Disclosure Document and Area Development Agreement enforceable?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
| (t) Integration/merger clause | Section 15 | | Only the terms of the Area Development Agreement and other related written agreements are binding (subject to applicable state law). Any representations or promises outside of the Disclosure Document and Area Development Agreement may not be enforceable. No claim made in any franchise agreement is intended to disclaim the representations made in this Franchise Disclosure Document. | | s. | Modification of the agreement | Sections 4.06 and 19.13 | Generally, no modifications unless agreed in writing. We may revise the Operations Manual and you must comply with each requirement. | | t. | Integration/merger clause | Sections 19.13 and 19.18 | Only the terms of the Franchise Agreement are binding (subject to state law). Any representations or promises outside of the Franchise Disclosure Document and other agreements may not be enforceable. Notwithstanding the foregoing, nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits and amendments. |
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:
No statement, questionnaire, or acknowledgement signed or agreed to by you in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by us, any franchise seller, or any other person acting on our behalf. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION OF THE FRANCHISE RELATIONSHIP (FDD pages 51–59)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, the enforceability of representations or promises made outside of the Franchise Disclosure Document and Area Development Agreement is limited. Specifically, the integration/merger clause in Section 15 of the Area Development Agreement states that only the terms within the Area Development Agreement and other related written agreements are binding, subject to applicable state law. This means that any verbal promises or representations made by Face Foundrie representatives that are not documented in these agreements may not be legally enforceable.
Similarly, the integration/merger clause in Sections 19.13 and 19.18 of the Franchise Agreement specifies that only the terms of the Franchise Agreement are binding, again subject to state law. It reiterates that representations or promises outside the Franchise Disclosure Document and other agreements might not be enforceable. However, it clarifies that nothing in any agreement is intended to disclaim the express representations made in the Franchise Disclosure Document, its exhibits, and amendments. This provides some assurance that the information contained within the FDD itself is considered binding.
Prospective Face Foundrie franchisees should be aware of this limitation and ensure that all important terms, conditions, and promises are documented in the Franchise Agreement, Area Development Agreement, or related written agreements. It is crucial to rely on the written agreements rather than verbal assurances to avoid potential disputes or misunderstandings. Additionally, franchisees should consult with a legal professional to understand how state laws may affect the enforceability of these agreements and any representations made during the franchise sales process. In certain states like California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin, franchisees may have additional protections against waiving claims or disclaiming reliance on statements made by Face Foundrie.