Are any representations made by Fat Shack in the Disclosure Document disclaimed by the Franchise Agreement?
Fat_Shack Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise or Other Agreement | Summary | |
|---|---|---|---|
| t. | Integration/merger clause | Section 24.2 of FA; Section 8.7 of DA | Only terms of the Franchise Agreement and other related written agreements are binding (subject to state law). Any representations or promises outside of this Disclosure Document, the Franchise Agreement, and other related written agreements may not be enforceable. Nothing in the Franchise Agreement or in any other related written agreement is intended to disclaim any representations made by us in this Disclosure Document. |
| u. | Dispute resolution by | Article 22 of FA; Section 8.1 of | |
| arbitration or mediation | DA | state law). | |
| v. | Choice of forum | Section 22.5 of FA; Section 8.1 of DA | Arbitration or litigation in Denver, Colorado (subject to state law). |
| w. | Choice of law | Section 22.5 of FA; Section 8.3 of DA | Except for federal law, Colorado law applies (subject to applicable state law). |
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 43–46)
What This Means (2025 FDD)
According to Fat Shack's 2025 Franchise Disclosure Document, the Franchise Agreement does not disclaim representations made in the Disclosure Document. The integration/merger clause in Section 24.2 of the Franchise Agreement and Section 8.7 of the Development Agreement specifies that only the terms within the Franchise Agreement and other related written agreements are binding, subject to state law.
This means that any promises or representations made outside of these documents, including verbal promises, may not be enforceable. However, the document explicitly states that nothing in the Franchise Agreement or related agreements is intended to disclaim any representations made by Fat Shack in the Disclosure Document itself.
This is a crucial point for prospective franchisees. It confirms that Fat Shack stands by the information presented in its FDD. Franchisees can rely on the representations made within the FDD as part of their decision-making process, and Fat Shack cannot later argue that those representations are disclaimed by the Franchise Agreement.