For an Itan franchise, are any agreements intended to disclaim representations made in the Franchise Disclosure Document?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
Nothing in this Agreement is intended to disclaim any of the representations we made in the Franchise Disclosure Document. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (a) waiving any claims under any applicable state franchise law, including fraud in the inducement or (b) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, the franchise agreement explicitly states that nothing within the agreement is intended to disclaim any representations made in the Franchise Disclosure Document (FDD). Furthermore, no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under state franchise law, including fraud, or disclaim reliance on statements made by Itan or its representatives. This provision takes precedence over any conflicting terms in other documents related to the franchise agreement. This means that Itan franchisees are protected by the statements and representations made within the FDD, and any attempt to undermine this protection through other agreements is invalid.
This clause is significant for prospective Itan franchisees as it ensures the FDD remains a reliable source of information. Franchisees can rely on the representations made in the FDD when making their investment decision, without fear that other agreements will later invalidate those representations. This protection extends to claims of fraud or misrepresentation, which are common concerns for franchisees.
However, the FDD also includes state-specific addenda that modify the franchise agreement to comply with local laws. For example, the New York addendum states that Itan cannot use the negotiating process to get prospective franchisees to accept terms less favorable than those in the FDD. Similarly, in Maryland, representations requiring franchisees to release or waive liability do not act as a release, estoppel, or waiver of any liability incurred under the Maryland Franchise Registration and Disclosure Law. These addenda highlight the importance of carefully reviewing all documents and understanding how state laws may affect the franchise agreement.
Overall, Itan's franchise agreement aims to uphold the integrity of the FDD and protect franchisees from disclaimers that could undermine the representations made within it. Franchisees should still carefully review all documents and seek legal counsel to fully understand their rights and obligations, especially concerning state-specific addenda.