If a Fitstop franchisee fails to reduce representations to writing, can they rely on those representations?
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, a franchisee cannot rely on any promises or representations made by Fitstop or its agents unless those promises or representations are documented in the Franchise Agreement or in a signed amendment, schedule, or exhibit to the agreement. Fitstop explicitly states that it relies on the franchisee to ensure all material representations are put in writing and attached to the agreement.
This means that if a Fitstop franchisee receives verbal assurances or promises about potential sales volumes, profits, or any other aspect of the franchise, they must ensure these are documented in writing and included in the Franchise Agreement. If the franchisee fails to do so, they agree that they will not be able to rely on those promises, and Fitstop will not be bound by them. This places the onus on the franchisee to protect their interests by ensuring all important representations are formally documented.
This requirement is a significant point for prospective Fitstop franchisees to understand. It highlights the importance of thorough due diligence and legal review before signing the Franchise Agreement. Franchisees should be diligent in documenting all representations made during the negotiation process and consult with a legal professional to ensure these are properly incorporated into the agreement. Failure to do so could result in the franchisee being unable to enforce promises or representations that were not included in the written agreement.