Does the Hardees agreement supersede prior agreements, and if so, what kind of agreements?
Hardees Franchise · 2025 FDDAnswer from 2025 FDD Document
HR and Developer acknowledge that each element of this Agreement is essential and material and that, except as otherwise provided in this Agreement, the parties shall deal with each other in good faith. This Agreement, the Development Guide, the documents referred to herein, and the attachments hereto, constitute the entire, full and complete agreement between the parties concerning Developer's rights in the Development Territory and HR's acceptance of sites for Franchised Restaurants, and supersede any and all prior or contemporaneous negotiations, discussions, understandings or agreements. There are no other representations, inducements, promises, agreements, arrangements, or undertakings, oral or written, between the parties relating to the matters covered by this Agreement other than those set forth in this Agreement and in the attachments. No obligations or duties that contradict or are inconsistent with the express terms of this Agreement may be implied into this Agreement. Except as expressly set forth herein, no amendment, change or variance from this Agreement shall be binding on either party unless mutually agreed to by the parties and executed in writing. Notwithstanding the foregoing, nothing in this Agreement is intended to disclaim any representation made in the Hardee's Franchise Disclosure Document provided to Developer.
Source: Item 23 — Receipts (FDD pages 85–541)
What This Means (2025 FDD)
According to Hardees's 2025 Franchise Disclosure Document, the franchise agreement, along with the Development Guide, referenced documents, and attachments, constitutes the entire agreement between Hardees and the developer. This complete agreement specifically concerns the developer's rights within the designated Development Territory and Hardees's acceptance of sites for franchised restaurants.
This comprehensive agreement explicitly supersedes any and all prior or contemporaneous negotiations, discussions, understandings, or agreements. This means that any previous conversations, promises, or arrangements made between Hardees and the developer are replaced by the terms and conditions outlined in the current franchise agreement. The document emphasizes that there are no other representations, inducements, promises, agreements, arrangements, or undertakings, whether oral or written, that relate to the matters covered by the agreement, except those explicitly stated within the agreement itself and its attachments.
Furthermore, the Hardees agreement clarifies that no obligations or duties that contradict or are inconsistent with the express terms of the agreement can be implied. Any modifications or changes to the agreement must be mutually agreed upon by both parties and documented in writing to be binding. However, the agreement does not disclaim any representation made in the Hardee's Franchise Disclosure Document provided to the developer.