Are representations or promises outside of the Focus Cfo disclosure document and franchise agreement enforceable?
Focus_Cfo Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary |
|---|---|---|
| compliance with Attachment E to the Franchise Agreement. | ||
| r. Non-competition covenants during and after the franchise is terminated or expires | Section 13.2, 13.3 | During the term of the Franchise Agreement and for two years after the termination or expiration of the Franchise Agreement, you will not solicit other Franchisees to join you in another business and you will not directly or indirectly work for a Focus CFO client or prospective client. For a period of two (2) years after expiration or early termination of the Franchise Agreement or any successor Franchise Agreement, unless authorized in writing by Focus CFO, you may not (i) advertise, promote, offer to provide or provide services which are competitive to Focus CFO's business on behalf of any third party within the assigned territory; or (ii) advertise, promote, offer to provide or provide services to any Focus CFO client that you have previously served regardless of location. |
| s. Modification of the agreement | Section 16 | Except for the Attachments, no amendment or modification of the Franchise Agreement shall be valid unless such amendment or modification is expressed in a written instrument duly executed by the parties. |
| t. Integration/merger clause | Section 16 | Only the terms of the Franchise Agreement and other related written agreements are binding (subject to applicable state law). Any representations or promises outside of the disclosure document and franchise agreement may not be enforceable. |
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 27–32)
What This Means (2025 FDD)
According to Focus Cfo's 2025 Franchise Disclosure Document, Item 17 clarifies the enforceability of representations or promises made outside of the official documents. Specifically, the FDD states that only the terms within the Franchise Agreement and other related written agreements are binding, subject to applicable state law. This means that any verbal promises, assurances, or representations made by Focus Cfo representatives that are not documented in the Franchise Agreement or its attachments may not be legally enforceable.
This provision protects both the franchisee and Focus Cfo by ensuring that all binding obligations are clearly defined in writing. It prevents misunderstandings or disputes based on informal discussions or promises that were not formally incorporated into the agreement. It is a common practice in franchising to include an integration or merger clause to avoid reliance on claims that are not written in the agreement.
For a prospective Focus Cfo franchisee, this highlights the importance of carefully reviewing the entire Franchise Agreement and its attachments. Any expectations or agreements should be explicitly included in these documents to ensure they are legally binding. If there are any verbal promises or representations made during the franchise sales process, the franchisee should seek to have them documented in writing as part of the agreement.
It is important to note the phrase "subject to applicable state law," which means that state laws may impact the enforceability of certain provisions, including the integration clause. Franchisees should consult with an attorney to understand how state law may affect their rights and obligations under the Franchise Agreement.