Are Kitchen Solvers representatives allowed to make guarantees about the success or profitability of the business?
Kitchen_Solvers Franchise · 2025 FDDAnswer from 2025 FDD Document
The following provision in Section 16.B of the Franchise Agreement is hereby deleted: "You acknowledge that you are entering into this Agreement as a result of your own independent investigation of the KITCHEN SOLVERS franchise program and not as a result of any representation about us made by our shareholders, officers, directors, employees, agents, representatives, independent contractors or franchisees that is contrary to the terms identified in this Agreement or in any disclosure document, prospectus, or other similar document required or permitted to be given to you pursuant to applicable law."
No statement, questionnaire, or acknowledgement signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) 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 — Receipts (FDD pages 49–190)
What This Means (2025 FDD)
Based on the 2025 Kitchen Solvers Franchise Disclosure Document, Section 16.B of the Franchise Agreement includes an acknowledgement that the franchisee is entering into the agreement based on their own independent investigation, and not as a result of any representation made by Kitchen Solvers representatives that contradicts the terms of the agreement or disclosure documents. However, this provision has been deleted via addendums in Item 23 for New York and Minnesota. This suggests that in those states, franchisees may have the right to claim reliance on statements made by Kitchen Solvers representatives, even if those statements are not in the official documents. This could potentially open the door to claims of misrepresentation if those statements turn out to be inaccurate.
Furthermore, Item 23 includes an amendment clarifying that no statement, questionnaire, or acknowledgement signed by a franchisee can waive claims under state franchise law, including fraud in the inducement, or disclaim reliance on statements made by the franchisor or their representatives. This provision supersedes any other conflicting terms in documents related to the franchise agreement. This suggests that Kitchen Solvers franchisees retain their rights to pursue claims based on misrepresentations, regardless of any waivers or disclaimers they may have signed.
In practical terms, this means that while Kitchen Solvers aims to limit liability for representations made by its representatives, franchisees may still have legal recourse if they can demonstrate reliance on misleading statements, particularly in states like New York and Minnesota where specific addendums address this issue. Prospective franchisees should carefully document all communications with Kitchen Solvers representatives and consult with legal counsel to understand their rights and obligations under the franchise agreement and applicable state laws.