Are representations or promises outside of the Face Foundrie Disclosure Document and Area Development Agreement enforceable?
Face_Foundrie Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section(s) in | Summary | |
|---|---|---|---|
| Area Development Agreement | rights or obligations under the Area Development Agreement, or any material asset of your business, without our prior written consent, which shall be subject to all of the conditions and requirements for transfers set forth in the Franchise Agreement executed simultaneously with the Area Development Agreement that we deem applicable to a proposed transfer under the Area Development Agreement. | ||
| (l) Franchisor approval | Section 7.2 | We have the right to approve transfers. | |
| of transfer by area | |||
| developer | |||
| (m) Conditions for franchisor’s approval of transfer | Sections 7.2 and 7.3 | Unless waived, a transfer of the Area Development Agreement is conditioned on, among other factors, the requirement that the proposed transfer of the Area Development Agreement be made in conjunction with a simultaneous transfer of all existing Franchise Agreements to the same approved transferee. Additionally, your first Facial Bar under your first Franchise Agreement must be open and operating. | |
| (n) Franchisor’s right of | Not Applicable | ||
| first refusal to acquire | |||
| area developer’s | |||
| business | |||
| (o) Franchisor’s option to | Not Applicable | ||
| purchase area | |||
| developer’s business | |||
| (p) Death or disability of area developer | Section 5.2 | In the event your Operating Partner dies or becomes incapacitated, you must designate a new Operating Partner that owns at least a 20% ownership interest in you, subject to our approval. | |
| (q) Non-competition covenants during the term of the franchise | Section 8.2 | No direct or indirect involvement in competitive business. | |
| (r) Non-competition covenants after the franchise is terminated or expires | Section 8.3 | For two years, no involvement in competitive business located within a 10-mile radius of any Facial Bar. | |
| Provision | Section(s) in Area Development Agreement | Summary | |
| (s) Modification of the agreement | Section 15 | Except for those permitted to be made unilaterally by us hereunder, no amendment, change, or variance from the Area Development Agreement will be binding on either party unless mutually agreed to by the parties and executed by their authorized officers or agents in writing. | |
| (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. |
Source: Item 19 — FINANCIAL PERFORMANCE REPRESENTATIONS (FDD pages 59–69)
What This Means (2025 FDD)
According to Face Foundrie's 2025 Franchise Disclosure Document, any representations or promises made outside the bounds of the Disclosure Document and the Area Development Agreement may not be enforceable. Specifically, the terms outlined in the Area Development Agreement and other related written agreements are the only binding elements, subject to applicable state law. This means that if a Face Foundrie representative makes a verbal promise or provides information not included in these official documents, a franchisee may not be able to legally rely on that information.
This provision protects Face Foundrie from claims based on informal or undocumented statements. It also places a responsibility on the prospective franchisee to ensure that all important terms and conditions are included in the written agreements. This is a common clause in franchise agreements across various industries, intended to provide clarity and prevent misunderstandings.
For a prospective Face Foundrie franchisee, this underscores the importance of carefully reviewing all documents and seeking legal counsel to understand the implications of every clause. Any promises or assurances not explicitly written into the agreements should be viewed with caution. It is crucial to have all material representations included in the written agreements to ensure they are legally binding and enforceable. This includes any specific financial projections, support commitments, or operational details that are critical to the franchisee's decision.