Can the Hardees Development Agreement be modified, and if so, under what conditions?
Hardees Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Development Agreement | Summary |
|---|---|---|
| s. Modification of the agreement | Section 20 | No modification generally without signed agreement, but we may modify the Hardee's System and the Development Guide. |
| t. Integration/merger clause | Section 20 | Only terms of the Development Agreement, the Development Guide, the documents referred to in and the attachments to the Development Agreement are binding. Any other oral or written promises related to the subject matter of the Development Agreement may not be enforceable. This is not intended to disclaim any representation made in this disclosure document. |
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 64–69)
What This Means (2025 FDD)
According to Hardees's 2025 Franchise Disclosure Document, the Development Agreement can only be modified with a signed agreement. Section 20 of the Development Agreement states that modifications are generally not allowed without a signed agreement. However, Hardees retains the right to modify the Hardees System and the Development Guide. This means that while specific terms of the Development Agreement require a formal, signed modification, Hardees can unilaterally change operational aspects of the franchise.
This provision is typical in franchising, where franchisors need flexibility to update their systems to remain competitive. However, it also means that a Hardees franchisee must stay informed of changes to the Hardees System and Development Guide, as these changes are binding even without a formal amendment to the Development Agreement itself. Franchisees should pay close attention to communications from Hardees regarding system updates and ensure they understand the implications for their operations.
The Development Agreement also contains an integration/merger clause in Section 20, stating that only the terms of the Development Agreement, the Development Guide, the documents referred to within, and the attachments to the Development Agreement are binding. Any other oral or written promises related to the subject matter of the Development Agreement may not be enforceable. However, this clause does not disclaim any representation made in the disclosure document. This clause reinforces the importance of having all agreements and modifications in writing to ensure enforceability and avoid disputes based on verbal agreements or understandings.