Does the Goldfish Swim School agreement allow for oral modifications?
Goldfish_Swim_School Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement and the contemporaneously executed Exhibits, Addenda and Schedules hereto and the Franchise Disclosure Document constitute the entire agreement between us, Developer and the Principals concerning the subject matter hereof. All prior agreements, discussions, negotiations, understandings, inducements, representations, warranties, and covenants are merged herein and are superseded by this Agreement. Nothing in this or any related agreement, however, is intended to disclaim the representations we made in the franchise disclosure document that we furnished to you. THERE ARE NO WARRANTIES, REPRESENTATIONS, COVENANTS OR AGREEMENTS, EXPRESS OR IMPLIED, BETWEEN THE PARTIES CONCERNING THE SUBJECT MATTER HEREOF, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED COVENANT OF GOOD FAITH AND FAIR DEALING, EXCEPT THOSE EXPRESSLY SET FORTH IN THIS AGREEMENT. EXCEPT THOSE PERMITTED TO BE MADE UNILATERALLY BY US HEREUNDER, NO
AMENDMENT, CHANGE OR VARIANCE FROM THIS AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS MUTUALLY AGREED TO BY US AND DEVELOPER AND EXECUTED IN WRITING.
Source: Item 22 — CONTRACTS (FDD pages 76–77)
What This Means (2025 FDD)
According to the 2025 Goldfish Swim School FDD, the agreement stipulates that any modifications, changes, or variances must be in writing to be binding. This means that any verbal agreements or promises made outside of the written contract are not enforceable unless they are documented and signed by both Goldfish Swim School and the developer.
This clause protects both the franchisor and the franchisee by ensuring that all terms and conditions are clearly defined and agreed upon in writing, reducing the potential for misunderstandings or disputes based on memory or interpretation of verbal discussions. It also prevents either party from later claiming that an oral agreement altered the original contract terms.
This type of clause is standard in franchise agreements to provide clarity and legal certainty. Prospective Goldfish Swim School franchisees should ensure that any negotiated changes or additional agreements are documented in writing and properly executed to avoid future conflicts. The FDD also mentions that nothing in the agreement disclaims the representations made in the franchise disclosure document.