What happens if promises and representations are not contained in the Fitstop franchise agreement?
Fitstop Franchise · 2024 FDDAnswer from 2024 FDD Document
- 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.
Source: Item 23 — RECEIPTS (FDD pages 50–135)
What This Means (2024 FDD)
According to Fitstop's 2024 Franchise Disclosure Document, if any promises or representations regarding sales volumes, profits, or likelihood of success are made outside of the franchise agreement, a prospective franchisee must ensure they are included in writing within the agreement or its amendments. Fitstop emphasizes that it relies on the franchisee to ensure all material representations are documented and attached to the agreement.
If such promises or representations are not documented in writing and attached to the Fitstop franchise agreement, the franchisee agrees that they cannot rely on them. Fitstop will not be legally bound by any undocumented promises or representations. This means that any verbal assurances or expectations set during the pre-sale process are not enforceable unless they are formally integrated into the written contract.
This clause highlights the importance of thorough due diligence and legal review before signing the Fitstop franchise agreement. Prospective franchisees should meticulously document all discussions and representations made by Fitstop representatives and ensure that all material terms and conditions are explicitly stated in the written agreement. This protects the franchisee's interests and ensures that all agreed-upon terms are legally binding.