Are there any exceptions to the representations and warranties made by the Goldfish Swim School Developer?
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negotiations, understandings, inducements, representations, warranties, and covenants are merged herein and are superseded by this Agreement.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.
You specifically acknowledge that the only financial performance information we furnished is set forth in Item 19 of the Franchise Disclosure Document; that no, officer, director, member, employee, agent, representative or independent contractor of ours is authorized to furnish you Owner with any other financial performance information; that if they nevertheless do, you will not rely on any such financial performance information given to you by any such individual; and that if any such individual attempts to or actually does give you any such financial performance information in contravention of this provision, you will immediately communicate such activity to us. For the purpose of this Agreement, "financial performance information" means information given, whether orally, in writing or visually which states, suggests or infers a specific level or range of historic or prospective sales, expenses and/or profits of franchised or non-franchised Swim schools.
Source: Item 22 — CONTRACTS (FDD pages 76–77)
What This Means (2025 FDD)
According to the 2025 Goldfish Swim School Franchise Disclosure Document, the agreement between Goldfish Swim School Franchising, LLC and the developer states that all prior agreements, discussions, negotiations, understandings, inducements, representations, warranties, and covenants are merged into the current agreement and are superseded by it. However, this does not disclaim the representations made in the franchise disclosure document itself.
Specifically, the document states that there are no other warranties, representations, covenants, or agreements, either express or implied, between the parties concerning the subject matter, except those expressly set forth in the agreement. This includes any implied covenant of good faith and fair dealing. Furthermore, any amendments, changes, or variances from the agreement must be mutually agreed upon in writing to be binding.
The agreement also emphasizes that the only financial performance information furnished is that which is set forth in Item 19 of the Franchise Disclosure Document. No officer, director, member, employee, agent, representative, or independent contractor of Goldfish Swim School is authorized to furnish any other financial performance information. If they do, the developer is not to rely on it and must immediately report such activity to Goldfish Swim School Franchising, LLC. This reinforces the importance of relying solely on the documented information provided in the FDD and the formal agreement.