Can a Fat Shack franchisee disclaim reliance on statements made by the franchisor or its representatives?
Fat_Shack Franchise · 2025 FDDAnswer from 2025 FDD Document
4.2. Entire Agreement
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.
24.3. Delegation by FSI
From time to time, FSI shall have the right to delegate the performance of any portion or all of its obligations and duties hereunder to third parties, whether the same are agents of FSI or Area Representatives or independent contractors which FSI has contracted with to provide such services.
Source: Item 23 — Receipts (FDD pages 53–223)
What This Means (2025 FDD)
According to the 2025 Fat Shack Franchise Disclosure Document, the franchise agreement contains an integration clause that addresses prior agreements and representations. Specifically, it states that the written agreement constitutes the entire agreement between the parties, superseding any prior agreements.
Fat Shack franchisees acknowledge that Fat Shack is not liable or obligated for any oral representations or commitments made before the agreement's execution, including claims of negligent or fraudulent misrepresentation. Furthermore, any modifications to the agreement must be in writing and signed by both parties to be effective. Fat Shack does not authorize and will not be bound by any representation outside of what is expressed in the agreement itself.
However, the agreement also specifies that nothing within it is intended to disclaim representations made by Fat Shack in the Franchise Disclosure Document provided to the franchisee. Additionally, for franchisees in Indiana, Indiana law states that the franchisee does not waive any rights under Indiana statutes regarding prior representations made by Fat Shack.