Are the representations made in the Fitstop Franchise Disclosure Document disclaimed by the Franchise Agreement?
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.
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 the representations made in the Franchise Disclosure Document (FDD). 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 FDD furnished to the franchisee. Section 21.6 reiterates this point, clarifying that nothing in the agreement is intended to disclaim the representations made in the FDD that was disclosed to the franchisee prior to the execution of the agreement.
However, the agreement also stipulates that it supersedes any other agreements and representations regarding the franchise rights and franchised business. It contains all the terms, conditions, and obligations of the parties involved in granting the franchise. This means that while the FDD's representations are not disclaimed, the Franchise Agreement itself is the ultimate authority on the terms of the franchise.
Furthermore, Section 21.3 emphasizes that Fitstop is not bound by any promises or representations concerning sales volumes, profits, or the likelihood of success unless those promises are explicitly set forth in the Franchise Agreement or its amendments. Therefore, a prospective Fitstop franchisee should ensure that any representations made during the pre-sale process are documented in writing and included in the Franchise Agreement to avoid any potential disputes or misunderstandings. This is a common clause in franchise agreements, intended to provide clarity and prevent reliance on verbal or undocumented promises.