Regarding the Itan franchise, what takes precedence over any other term of any document executed in connection with the franchise?
Itan Franchise · 2025 FDDAnswer from 2025 FDD Document
This provision supersedes any other term of any document executed in connection with the franchise.
- **24.9.
Good Faith Covenant**.
If applicable Law implies into this Agreement a covenant of good faith and fair dealing, the covenant may not imply any right or obligation inconsistent with the express terms hereof.
This Agreement, and the relationship of the parties inherent in this Agreement, grants us discretion to make decisions, take actions or refrain from taking actions not inconsistent with our explicit rights and obligations under this Agreement that may favorably or adversely affect your interests.
We will use our judgment to exercise this discretion based on our assessment of our own interests and balancing our interests against the interests of our franchisees, but without considering the individual interests of you or any other franchisee.
- 24.10.Rights of Parties are Cumulative.
The rights of the parties under this Agreement are cumulative and no exercise or enforcement by either party of any right or remedy under this Agreement will preclude any other right or remedy available under this Agreement or by Law.
- 24.11.Survival.
Source: Item 23 — RECEIPT (FDD pages 44–190)
What This Means (2025 FDD)
According to Itan's 2025 Franchise Disclosure Document, a specific provision exists to protect franchisees from unknowingly waiving their rights. This provision supersedes any other term in any document related to the franchise agreement. Specifically, no statement, questionnaire, or acknowledgment signed by a franchisee can waive claims under state franchise law, including claims of fraud, or disclaim reliance on statements made by Itan or its representatives.
This clause is highly favorable for prospective Itan franchisees. It ensures that franchisees cannot inadvertently forfeit their legal rights through standard paperwork. This protection covers potential misrepresentations or fraudulent inducements made by Itan during the franchise sales process.
Such a provision is not standard across all franchise systems. Many franchise agreements contain clauses that attempt to limit the franchisor's liability. Itan's approach suggests a commitment to transparency and fair dealing, reducing the risk that franchisees will be bound by unfair or misleading terms buried in complex legal documents. Franchisees should still carefully review all documents, but this provision offers an additional layer of security.