Does the Hardees franchise agreement supersede any other document term regarding waivers of claims or disclaimers of reliance for franchisees in California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, or Wisconsin?
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.
This provision does not include a release of claims arising from representations in the Hardee's Franchise Disclosure Document provided to Franchisee in connection with this Agreement or any claims arising under any applicable state or federal franchise laws regulating the offer or sale of the franchise for this Agreement (including without limitation the FTC Rule on Franchising (16 C.F.R.
Part 436)).
This Agreement and any claim or controversy arising out of, or relating to, rights and obligations of the parties under this Agreement and any other claim or controversy between the parties shall
be governed by and construed in accordance with the laws of the State of Tennessee without regard to conflicts of laws principles. Nothing in this Section is intended, or shall be deemed, to make any Tennessee law regulating the offer or sale of franchises or the franchise relationship applicable to this Agreement if such law would not otherwise be applicable.
Each article, paragraph, subparagraph, term and condition of this Agreement, and any portions thereof, will be considered severable. If, for any reason, any portion of this Agreement is determined to be invalid, contrary to, or in conflict with, any applicable present or future law, rule or regulation in a final, unappealable ruling issued by any court, agency or tribunal with valid jurisdiction in
a proceeding to which HR is a party, that ruling will not impair the operation of, or have any other effect upon, any other portions of this Agreement; all of which will remain binding on the parties and continue to be given full force and effect.
Source: Item 23 — Receipts (FDD pages 85–541)
What This Means (2025 FDD)
Based on the 2025 Hardees 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 supersedes any prior negotiations, discussions, understandings, or agreements, except for representations made in the Franchise Disclosure Document itself. This means that any promises or agreements made before the final agreement are not binding unless they are included in these documents.
Specifically, the Hardees franchise agreement does not release claims arising from representations made in the Franchise Disclosure Document (FDD) or claims arising under state or federal franchise laws, including the FTC Rule on Franchising. This ensures that franchisees retain their rights and protections under franchise laws and are not bound by waivers for claims related to misrepresentations in the FDD.
Furthermore, the franchise agreement is governed by Tennessee law, without regard to its conflict of laws principles. However, this governing law provision does not intend to make Tennessee franchise law applicable if it would not otherwise apply. The agreement's severability clause ensures that if any part of the agreement is deemed invalid, it does not affect the remaining provisions, which remain in full effect. This clause helps maintain the integrity and enforceability of the overall agreement, even if specific parts are challenged or found unenforceable.