Does the Jersey Mikes Franchise Agreement disclaim representations made in the franchise disclosure document?
Jersey_Mikes Franchise · 2025 FDDAnswer from 2025 FDD Document
| Provision | Section in Franchise Agreement | Summary |
|---|---|---|
| p. Your death or disability | Section 20 | Your heirs, beneficiaries, devisees or legal representative can apply to Company to continue operation of the Franchised Restaurant or sell or otherwise transfer interest in the Franchised Restaurant following death or incapacity of any person owning 50% or more interest in Franchisee. If they fail t o meet th ese conditions, the Franch ise Agreement will terminate and Company will have the option to buy the Franchised Restaurant. |
| q. Non-competition covenants during the term of the franchise | Section 16.3 | You must not divert or attempt to divert any business or customer to a competitor, or perform any act which may harm the goodwill associated with the marks and the System; or own or otherwise have any interest in any business (including a business you currently operate) specializing in the sa le of submarine-type sandwiches or prepared food products the same as or similar to any product or service provided through the System. |
| r. Non-competition covenants after the franchise is terminated or expires | Section 16.4 | You must not own, maintain, engage in, consult with or have any interest in any business specializing in the sale of submarine-type sandwiches or prepared food products the same as or similar to any other product or service provided through the System for 2 years after the Franchise Agreement is terminated within the Metropolitan Statistical Area, as defined by the United States Census Bureau, in which the Franchised Restaurant is located or within a 10-mile radius of the Franchised Restaurant or within a 10-mile radius of any other business using the System. |
| s. Modification of the agreement | Sections 9, 22 and 25 | The Franchise Agreement can be modified only by written agreement between Company and you. Company can modify or change the Systemthrough changes in the Confidential Operations Manual. |
| t. Integration/merger clause | Sections 25 | Only the terms of t he Franchise Agreement and other related agreements are binding. No other representations or promises will be binding. Nothing in the Franchise Agreement or any other related written agreement is intended to disclaim representations made in the franchise disclosure document (subject to state law). |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER AND DISPUTE RESOLUTION (FDD pages 57–64)
What This Means (2025 FDD)
According to Jersey Mikes's 2025 Franchise Disclosure Document, the Franchise Agreement does not disclaim representations made in the franchise disclosure document. The integration/merger clause in Section 25 of the Franchise Agreement specifies that only the terms of the Franchise Agreement and other related agreements are binding. It clarifies that no other representations or promises outside of these agreements are binding. However, the clause explicitly states that nothing in the Franchise Agreement or related written agreements is intended to disclaim representations made in the Franchise Disclosure Document, subject to state law. This means that Jersey Mikes franchisees may have legal recourse based on statements made in the FDD.
This provision is important for prospective franchisees because it ensures that the representations made by Jersey Mikes in the FDD are not nullified by the Franchise Agreement. Franchisees can rely on the information provided in the FDD when making their investment decision. This protection is subject to state law, so franchisees should consult with legal counsel to understand their rights in their specific state.
In the franchise industry, integration or merger clauses are common to ensure clarity and prevent disputes over verbal promises or representations not written in the agreement. However, it is not typical for the agreement to explicitly state that the FDD is not disclaimed. This clause in the Jersey Mikes agreement provides an added layer of protection for the franchisee, reinforcing the importance of the FDD as a source of reliable information.