Does the Fat Shack Development Agreement disclaim any representations made by FSI in the franchise disclosure document?
Fat_Shack Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement contains the entire agreement between the parties and supersedes any and all prior agreements concerning the subject matter hereof. Franchisee agrees and understands that FSI shall not be liable or obligated for any oral representations or commitments made prior to the execution hereof or for claims of negligent or fraudulent misrepresentation and that no modifications of this Agreement shall be effective except those in writing and signed by both parties. FSI does not authorize and will not be bound by any representation of any nature other than those expressed in this Agreement. Franchisee further acknowledges and agrees that no representations have been made to it by FSI regarding projected sales volumes, market potential, revenues, profits of Franchisee's Restaurant, or operational assistance other than as stated in this Agreement or in any Franchise Disclosure Document provided by FSI or its representatives. Any policies that FSI adopts and implements from time to time are subject to change, are not a part of this Agreement, and are not binding on FSI. Nothing in this Agreement or in any related agreement is intended to disclaim any representations made by FSI in the Franchise Disclosure Document provided to Franchisee.
Source: Item 23 — Receipts (FDD pages 53–223)
What This Means (2025 FDD)
According to Fat Shack's 2025 Franchise Disclosure Document, the Development Agreement explicitly states that nothing within it or any related agreement is intended to disclaim representations made by Fat Shack in the Franchise Disclosure Document provided to the franchisee. This means that Fat Shack acknowledges the importance and validity of the information presented in the FDD and does not attempt to negate those representations through the Development Agreement.
This clause protects the franchisee by ensuring that Fat Shack stands by the information disclosed in the FDD. It prevents Fat Shack from later arguing that the franchisee should not rely on the FDD's contents. This is a standard practice in franchising, as the FDD serves as a crucial document for potential franchisees to make informed decisions.
However, the agreement also states that Fat Shack is not liable for any oral representations or commitments made before the agreement's execution or for claims of negligent or fraudulent misrepresentation, except for what is stated in the agreement or the Franchise Disclosure Document. Furthermore, Fat Shack does not authorize and will not be bound by any representation of any nature other than those expressed in the agreement. Franchisees should ensure that all important representations are documented in writing to avoid future disputes.
In summary, while the Fat Shack Development Agreement does not disclaim representations made in the FDD, franchisees should be aware that oral representations or commitments made prior to signing the agreement are not binding on Fat Shack. It is essential for prospective franchisees to carefully review the FDD and the Development Agreement and to seek legal counsel to fully understand their rights and obligations.