factual

Does the 'No Waiver; No Disclaimer' provision supersede other terms in documents related to the Floyds 99 franchise?

Floyds_99 Franchise · 2025 FDD

Answer 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 FDD, a 'no waiver; no disclaimer' provision exists that can supersede other terms in documents executed in connection with the franchise, but this is applicable only in specific circumstances. In California, no disclaimer, questionnaire, clause, or statement signed by a franchisee regarding the commencement of the franchise relationship can be construed as waiving any claim of fraud in the inducement. This also means franchisees cannot disclaim reliance on statements or information provided by Floyds 99 or its representatives that materially induced the franchisee's investment. Any statements signed by a franchisee about understanding a fact or its legal effect are deemed based on the franchisee's understanding of the law and facts at the time of the investment decision. This specific provision overrides any other inconsistent terms in franchise-related documents.

For franchisees in Virginia, a similar provision exists. Any statement, questionnaire, or acknowledgment signed by a franchisee related to starting the franchise cannot waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by Floyds 99 or its representatives. This also supersedes any other conflicting terms in documents related to the franchise.

In Maryland, a similar statement is added to the Franchise Disclosure Document, ensuring that no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under applicable state franchise law, including fraud in the inducement, or disclaim reliance on statements made by the franchisor or its representatives. This provision also supersedes any other term of any document executed in connection with the franchise. New York also has a similar provision in place.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.