What documents constitute the entire agreement between the franchisee and Gold Star?
Gold_Star Franchise · 2025 FDDAnswer from 2025 FDD Document
consent, FRANCHISEE shall make a timely written request therefor, and such approval may be granted or denied by the COMPANY in its discretion. No approval shall be effective unless given in writing. The COMPANY makes no warranties, representations, or guarantees upon which FRANCHISEE may rely, and assumes no liability or obligation to FRANCHISEE, by providing any waiver, approval, consent or suggestion to FRANCHISEE in connection with this Agreement, or by reason of any neglect, delay or denial of any request therefor.
- 24. NO THIRD PARTY BENEFICIARIES. Nothing express or implied herein is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto, any right or remedy hereunder or by reason hereof.
- 25. REPRESENTATIONS OF FRANCHISEE. FRANCHISEE REPRESENTS THAT IT RECEIVED A FRANCHISE DISCLOSURE DOCUMENT FOR GOLD STAR CHILI FRANCHISES FOURTEEN (14) CALENDAR DAYS BEFORE THE EARLIER OF (A) EXECUTION OF THIS AGREEMENT (OR ANY OTHER AGREEMENT RELATING HERETO) AND (B) MAKING ANY PAYMENT TO THE COMPANY, THAT THE FRANCHISEE HAS READ THIS AGREEMENT, THE EXHIBITS AND THE COMPANY'S UNIFORM FRANCHISE DISCLOSURE DOCUMENT IN THEIR ENTIRETY, THAT IT HAS MADE ITS OWN INDEPENDENT INVESTIGATION OF
THE FRANCHISE AND THAT IT HAS BEEN GIVEN THE OPPORTUNITY TO CLARIFY ANY PROVISION AND INFORMATION THAT IT DID NOT UNDERSTAND AND TO CONSULT WITH ITS OWN ATTORNEY OR OTHER PROFESSIONAL ADVISOR AND HAS OBTAINED INDEPENDENT LEGAL AND FINANCIAL ADVICE PRIOR TO EXECUTING THIS AGREEMENT. FRANCHISEE ACKNOWLEDGES NEITHER THE COMPANY, NOR ANY OF ITS OFFICERS, EMPLOYEES, REPRESENTATIVES, BROKERS OR AGENTS, HAVE MADE (A) ANY REPRESENTATIONS, ACKNOWLEDGMENT, PROMISE, GUARANTEE, INDUCEMENT, UNDERTAKING OR WARRANTY (WRITTEN OR ORAL, EXPRESS OR IMPLIED) OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT, OR (B) ANY REPRESENTATIONS (WRITTEN OR ORAL, EXPRESS OR IMPLIED) AS TO THE ACTUAL, AVERAGE, POTENTIAL, PROJECTED OR FORECASTED SUCCESS, SALES, PROFITS, COSTS, INCOME OR EARNINGS OF A GOLD STAR CHILI RESTAURANT OR THE FRANCHISE BUSINESS TO BE CONDUCTED BY FRANCHISEE. FRANCHISEE FURTHER ACKNOWLEDGES THAT FRANCHISEE RECOGNIZES THAT THE NATURE OF THE BUSINESS CONDUCTED BY GOLD STAR CHILI RESTAURANTS MAY EVOLVE AND CHANGE OVER TIME; THAT FRANCHISEE'S INVESTMENT INVOLVES BUSINESS RISKS NOT SUSCEPTIBLE TO THE COMPANY'S OR FRANCHISEE'S CONTROL; AND THAT FRANCHISEE'S SUCCESS WILL BE LARGELY DEPENDENT ON FRANCHISEE'S OWN BUSINESS ABILITIES AND EFFORTS.
- 26. SURVIVAL OF TERMS AND CONDITIONS. The obligations of FRANCHISEE under Sections 11, 12, 16, and 19.3 hereof, and any other FRANCHISEE obligations herein that are stated to, or are of a type that would reasonably, survive or apply beyond termination or expiration of this Agreement, shall survive any termination or expiration of this Agreement; and expiration or termination of this Agreement shall be without prejudice to the rights of the COMPANY against FRANCHISEE thereunder and with respect to other like matters that reasonably would survive the end of a franchise relationship, and shall not relieve FRANCHISEE of any of FRANCHISEE's obligations to the COMPANY existing at the time of expiration or termination.
- 27. EXPENSES. If the COMPANY incurs any costs or expenses (including but not limited to attorneys' fees, court costs, other litigation expenses, settlement expenses or other expenses of any kind) in enforcing or protecting the COMPANY's rights under this Agreement, or any judgments, orders or awards relating thereto, or in preparation for or investigation or contemplation thereof, the COMPANY shall be entitled to recover from FRANCHISEE all such costs and expenses on demand, with interest from the date due pursuant to Section 8.3, above.
Source: Item 23 — Receipts (FDD pages 53–163)
What This Means (2025 FDD)
According to the 2025 Gold Star Franchise Disclosure Document, the franchise agreement, along with its exhibits and the disclosure document, form the complete understanding between Gold Star and the franchisee. Specifically, the franchisee acknowledges that no other representations, promises, or guarantees outside of what is expressly written in these documents are binding. This includes assurances about potential sales, profits, or earnings.
This acknowledgement is significant because it limits Gold Star's liability to only what is written in the franchise agreement and associated documents. It prevents franchisees from claiming they were promised certain outcomes or benefits that were not explicitly included in the agreement. Franchisees must rely on their own due diligence and independent advice rather than verbal assurances or projections made by Gold Star representatives.
Furthermore, the franchisee's signature on the receipt confirms they received the disclosure document and its exhibits, including the franchise agreement, agents for service of process, table of contents for the manual of operations, lists of franchise outlets, financial statements, state administrators, and any addenda. This receipt serves as proof that the franchisee had access to all relevant information before signing the agreement, reinforcing the binding nature of the documented terms and conditions.
In essence, this clause emphasizes the importance of carefully reviewing all documents provided in the Franchise Disclosure Document and seeking professional advice to fully understand the terms and conditions before entering into an agreement with Gold Star. Any expectations or understandings should be confirmed in writing within the agreement to be enforceable.