Does the Fitstop Franchise Agreement disclaim representations made in the Franchise Disclosure Document?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
- 20.2 This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous, oral or written, agreements or understandings of the parties. Nothing in this Agreement or in any related agreement, however, is intended to disclaim the representations made in the Franchise Disclosure Document furnished to Franchisee. Only the terms of this Agreement (including the Manual(s)) are binding (subject to state law). Any other promises may not be enforceable.
- 21.3 You acknowledge that neither we nor anyone purporting to act for us has made any promises or representations concerning the sales volumes which your Franchise will produce, the profits you will make, your likelihood of success, or any other matter in connection with the proposed Franchise other than those which the Parties set forth in this Agreement and any signed amendments or exhibits or schedules hereto. If we or any of our agents have made such promises, you must ensure that they are set forth in writing in this Agreement or in an amendment, schedule, or exhibit to this Agreement and that we and you sign any such amendment or exhibit. We, in granting this Franchise, are relying on you to see that the Parties reduce to writing all such matters and attach the documentation that describes those representations to this Agreement and to which you considered material to your solicitation. If you do not reduce such representations to writing and attach those documents to this Agreement, you agree that you will not be able to rely in any way on such promises or representations and we will not be bound by them. YOU MUST ENSURE THAT ALL PROMISES AND REPRESENTATIONS FOR PRESENT AND FUTURE RESULTS AND RIGHTS, WHETHER ABSOLUTE OR CONTINGENT, ARE CONTAINED IN THE FRANCHISE AGREEMENT OR THEY MAY BE FOREVER LOST.
- 21.6 This Agreement (a) supersedes any and all other agreements and representations with respect to the Franchise rights and Franchised Business, and (b) contains all the terms, conditions, and obligations of the parties with respect to the grant of this Franchise.
Nothing in this Agreement or in any related agreement is intended to disclaim the representations made in the Franchise Disclosure Document timely disclosed to Franchisee (or its Franchise Owners) prior to the execution of this Agreement (the "Applicable FDD").
Source: Item 23 — RECEIPTS (FDD pages 50–135)
What This Means (2024 FDD)
According to Fitstop's 2024 Franchise Disclosure Document, the Franchise Agreement does not disclaim representations made in the Franchise Disclosure Document. Section 20.2 of the agreement states that nothing in the agreement or any related agreement is intended to disclaim the representations made in the Franchise Disclosure Document furnished to the franchisee. Similarly, section 21.6 states that nothing in the agreement is intended to disclaim the representations made in the Franchise Disclosure Document timely disclosed to the franchisee prior to the execution of the agreement.
This means that Fitstop franchisees can rely on the information provided in the Franchise Disclosure Document when making their decision to invest in a franchise. This is a standard practice in franchising, as the Franchise Disclosure Document is designed to provide potential franchisees with all the information they need to make an informed decision.
However, section 21.3 of the Franchise Agreement states that neither Fitstop nor anyone acting for them has made any promises or representations concerning the sales volumes which the franchisee's franchise will produce, the profits the franchisee will make, the franchisee's likelihood of success, or any other matter in connection with the proposed franchise other than those which the parties set forth in the agreement and any signed amendments or exhibits or schedules to the agreement. If Fitstop or any of its agents have made such promises, the franchisee must ensure that they are set forth in writing in the agreement or in an amendment, schedule, or exhibit to the agreement and that Fitstop and the franchisee sign any such amendment or exhibit. If the franchisee does not reduce such representations to writing and attach those documents to the agreement, the franchisee agrees that they will not be able to rely in any way on such promises or representations and Fitstop will not be bound by them. This means that any promises or representations made by Fitstop that are not included in the Franchise Agreement are not binding on Fitstop.