Are prior oral representations made to the Fly Fitness Developer binding?
Fly_Fitness Franchise · 2024 FDDAnswer from 2024 FDD Document
This Agreement, including all attachments, is the entire agreement of the parties, superseding all prior written or oral agreements of the parties concerning the same subject matter, and superseding all prior written or oral representations made to Developer, except the representations made to Developer in Franchisor's Franchise Disclosure Document.
No agreement of any kind relating to the matters covered by this Agreement and no amendment of the provisions hereof shall be binding upon either party unless and until the same has been made in writing and executed by all interested parties.
Source: Item 23 — RECEIPT (FDD pages 45–182)
What This Means (2024 FDD)
According to Fly Fitness's 2024 Franchise Disclosure Document, the franchise agreement, including all attachments, represents the entire agreement between the parties. This agreement takes precedence over any prior written or oral agreements regarding the same subject matter. It also supersedes all prior written or oral representations made to the Developer, with the exception of representations made in Fly Fitness's Franchise Disclosure Document.
This means that any promises, assurances, or understandings discussed verbally or in writing before signing the franchise agreement are not binding on Fly Fitness unless they are explicitly included in the franchise agreement or the FDD. This clause is a standard provision in franchise agreements, designed to prevent misunderstandings and ensure that all obligations are clearly defined in writing.
For a prospective Fly Fitness franchisee, this underscores the importance of carefully reviewing the franchise agreement and the FDD before signing. If there are any verbal promises or representations made by Fly Fitness representatives that are important to the franchisee's decision, they should ensure that these are included in the written agreement. Otherwise, the franchisee cannot rely on these promises as legally binding.