Does the provision regarding waivers and disclaimers in the Floyds 99 agreement supersede other agreements?
Floyds_99 Franchise · 2025 FDDAnswer from 2025 FDD Document
No disclaimer, questionnaire, clause, or statement signed by a franchisee in connection with the commencement of the franchise relationship shall be construed or interpreted as waiving any claim of fraud in the inducement, whether common law or statutory, or as disclaiming reliance on or the right to rely upon any statement made or information provided by any franchisor, broker or other person acting on behalf of the franchisor that was a material inducement to a franchisee's investment. Any statements or representations signed by a franchisee purporting to understand any fact or its legal effect shall be deemed made only based upon the franchisee's understanding of the law and facts as of the time of the franchisee's investment decision. This provision supersedes any other or inconsistent term of any document executed in connection with the franchise.
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, the provision regarding waivers and disclaimers does supersede other agreements related to the franchise relationship. Specifically, in the state of California, no disclaimer, questionnaire, clause, or statement signed by a franchisee can waive claims of fraud or disclaim reliance on franchisor statements that induced the investment. This protection extends to both common law and statutory fraud claims. The FDD explicitly states that this provision overrides any other conflicting terms in any document executed in connection with the Floyds 99 franchise.
Similarly, the addendum to the Floyds 99 Franchise Disclosure Document for the state of Maryland states that no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under any applicable state franchise law, including fraud in the inducement, or disclaim reliance on any statement made by the franchisor. This provision also supersedes any other term of any document executed in connection with the franchise.
For prospective Floyds 99 franchisees, this means that certain protections against fraud and misrepresentation are in place, and these protections take precedence over other agreements or documents signed during the franchise commencement. However, franchisees should be aware that the specific language and enforceability of these provisions can vary by state, as indicated by the addenda for California, Maryland, and other states. Therefore, it is crucial to carefully review the state-specific addenda and seek legal counsel to fully understand their rights and obligations.