Does the Golden Corral franchise agreement specify that it is between merchants?
Golden_Corral Franchise · 2025 FDDAnswer from 2025 FDD Document
California Amendment to the Area Development Agreement
This Addendum relates to franchises sold in California and is intended to comply with California statutes and regulations. In consideration of the execution of the Area Development Agreement, Golden Corral Franchising Systems, Inc. and Developer agree to amend the Area Development Agreement as follows:
- Entire Agreement: Section 12 is amended to read as follows:
This Development Agreement and the documents, exhibits and attachments referred to herein, if any, constitute the entire, full, and complete agreement between Franchisor and Area Developer concerning the subject matter hereof and supersede any and all prior agreements, no other representations having induced Area Developer to execute this Development Agreement. No amendment, change, or variance from this Development Agreement shall be binding on either party unless executed in writing. Nothing in this Section 12 is intended as, nor shall it be interpreted as, a disclaimer by Franchisor of any representation made in its Franchise Disclosure Document, including any exhibits or amendments thereof.
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- Acknowledgments. Sections 15.1, 15.2 and 15.3 are deleted in their entirety. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
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- Each provision of this Amendment shall be effective only to the extent, with respect to such provision, that the jurisdictional requirements of the California Franchise Investment Law are met independently without reference to this Amendment.
IN WITNESS WHEREOF, the parties hereto have duly executed, sealed, and delivered this California Amendment to the Area Development Agreement on the same date as the Area Development Agreement was executed.
Source: Item 23 — RECEIPTS (FDD pages 85–304)
What This Means (2025 FDD)
Based on the 2025 Golden Corral Franchise Disclosure Document excerpts, there is no explicit mention of the Franchise Agreement defining the relationship between Golden Corral and the franchisee as being 'between merchants.'
However, several sections of the FDD address the legal relationship and contractual obligations between Golden Corral and its franchisees. For example, the California Amendment to the Area Development Agreement states that the Development Agreement and associated documents constitute the entire agreement between Golden Corral and the Area Developer. Similarly, the Maryland Amendment to the Franchise Agreement states that the Franchise Agreement and its attachments constitute the entire agreement between the Franchisor and Franchisee.
These 'entire agreement' clauses suggest that the Franchise Agreement is intended to be a comprehensive and legally binding contract that defines the full scope of the relationship. While the term 'merchant' is not used, the agreement outlines the rights, obligations, and responsibilities of both parties, indicating a commercial relationship. A prospective franchisee should seek clarification from Golden Corral regarding the legal classification of the relationship, specifically whether it is considered a transaction 'between merchants' under applicable law, to fully understand their rights and obligations.