Does the Healthsource Chiropractic Franchise Agreement waive the franchisee's right to rely on representations in the FDD?
Healthsource_Chiropractic Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary |
|---|---|---|
| of the new owner to pay any amounts payable under the Franchise Agreement or any new Franchise Agreement that we may require the new owner to sign in connection with the transfer, and containing a general release of any claims that you may have against us. (see Exhibit I). | ||
| n. Our right of first refusal to | Not applicable. | Not applicable. |
| acquire your business | ||
| o. Our option to purchase your | Not applicable. | Not applicable. |
| business | ||
| p. Death or disability of franchisee | Section 14.6 | Executor, administrator, or other personal representative must transfer interest within 12 months; all transfers are subject to provisions in Franchise Agreement regulating transfers. |
| q. Non-competition covenants during the term of the franchise | Section 9.3 and 17.8 | Neither you, your Principal Owners, General Managers, nor any immediate family members of you or your Principal Owners may perform services for or have any interest in any competitive business. |
| r. Non-competition covenants after | Not applicable | Not applicable. |
| the franchise is terminated or | ||
| expires | ||
| s. Modification of the agreement | Section 20 | No modifications to Franchise Agreement unless you and we agree in writing; we may amend Operations Manual at any time. |
| t. Integration/merger clause | Section 20 | Only the Franchise Agreement applies (subject to state and federal law); all other agreements or promises not enforceable, except that nothing in the Franchise Agreement will operate to waive or disclaim your right to rely on the representations and claims asserted in this FDD. |
Source: Item 17 — Renewal, Termination, Transfer, and Dispute Resolution (FDD pages 53–64)
What This Means (2025 FDD)
According to Healthsource Chiropractic's 2025 Franchise Disclosure Document, the Franchise Agreement contains an integration/merger clause stating that only the Franchise Agreement applies, subject to state and federal law. It also specifies that all other agreements or promises are not enforceable. However, there is an exception to this clause.
Specifically, the integration/merger clause explicitly states that nothing in the Franchise Agreement will operate to waive or disclaim a franchisee's right to rely on the representations and claims asserted in the FDD. This means that despite the presence of an integration clause, Healthsource Chiropractic franchisees retain their legal right to hold the franchisor accountable for the accuracy of the information provided in the FDD.
This protection is crucial for prospective franchisees, as it ensures that they can take action if they discover that Healthsource Chiropractic made false or misleading statements in the FDD. Franchisees should carefully review the FDD and any other information provided by the franchisor, and consult with an attorney to understand their rights and obligations under the Franchise Agreement.