Besides what is in the Hardees agreement, development guide, referenced documents, and attachments, are there any other representations, inducements, promises, agreements, arrangements, or undertakings between Hardees and the developer?
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 entire agreement between Hardees and the developer regarding the developer's rights in the development territory and Hardees's acceptance of sites for franchised restaurants is contained within the Development Agreement, the Development Guide, referenced documents, and attachments. This agreement supersedes any prior negotiations, discussions, understandings, or agreements.
Specifically, Hardees states that there are no other representations, inducements, promises, agreements, arrangements, or undertakings, whether oral or written, between the parties concerning the matters covered by the Development Agreement, except as explicitly outlined in the agreement and its attachments. Furthermore, no obligations or duties that contradict or are inconsistent with the express terms of the Development Agreement can be implied into it. Any amendments, changes, or variances to the agreement must be mutually agreed upon and executed in writing to be binding on either party.
However, the agreement does clarify that nothing within it is intended to disclaim any representation made in the Hardee's Franchise Disclosure Document provided to the developer. This means that while the Development Agreement aims to be the comprehensive understanding between the parties, the representations made in the FDD still hold and are not superseded by the agreement's 'entire agreement' clause.