Does the provision regarding waivers and disclaimers supersede other terms in documents executed in connection with the Floyds 99 franchise?
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.
ADDENDUM TO THE FLOYD'S 99 FRANCHISING, LLC DISCLOSURE DOCUMENT FOR THE STATE OF HAWAII
Source: Item 23 — RECEIPT (FDD pages 58–229)
What This Means (2025 FDD)
According to the 2025 Floyds 99 Franchise Disclosure Document, the franchise agreement includes provisions addressing waivers, disclaimers, and their relationship to other terms within documents associated with the franchise, but these provisions vary by state. In several states, including California, Maryland, New York, and Illinois, specific addenda clarify that no statement or acknowledgment signed by a franchisee can waive claims related to state franchise laws or disclaim reliance on franchisor statements, especially regarding fraud. These addenda explicitly state that such provisions supersede any other conflicting terms in franchise-related documents. This means that franchisees in these states retain their rights under state franchise laws, regardless of any waivers they might have signed.
Specifically, the FDD states that in California, Maryland, New York, and Illinois, any disclaimer, questionnaire, clause, or statement signed by a franchisee cannot be interpreted as waiving claims of fraud or disclaiming reliance on franchisor statements. This protection is designed to ensure that franchisees are not unknowingly giving up their legal rights when entering the franchise agreement. The inclusion of these stipulations is particularly important in states with strong franchise laws, as it reinforces the franchisee's ability to seek legal recourse if they believe they have been misled or defrauded.
For a prospective Floyds 99 franchisee, this means that the enforceability and interpretation of waivers and disclaimers are highly dependent on the state in which the franchise is located. While some clauses in the standard franchise agreement might suggest a broad waiver of rights, these state-specific addenda provide critical protections. Franchisees should pay close attention to any state-specific addenda included in their Franchise Disclosure Document and consult with an attorney to fully understand their rights and obligations under the franchise agreement and applicable state laws. This is especially important in states like California, Maryland, New York, and Illinois, where the addenda explicitly override conflicting terms to protect franchisees' rights.