Does the Learningrx franchise agreement disclaim the representations made in the franchise disclosure document?

According to the 2025 Learningrx Franchise Disclosure Document, the franchise agreement does not intend to disclaim the representations made in the franchise disclosure document. Specifically, the agreement states that it, along with related written agreements, exhibits, and attachments, constitutes the entire understanding between the parties and supersedes prior negotiations, commitments, and representations. However, it explicitly notes that nothing within the agreement or related documents is intended to disclaim the representations made in the franchise disclosure document. This provides some assurance to the franchisee that the information presented during the pre-sale process remains valid and reliable.

However, several states have addenda that address how the franchise agreement interacts with state laws. For example, addenda for California, Hawaii, Illinois, Indiana, Maryland, Michigan, Minnesota, New York, North Dakota, Rhode Island, South Dakota, Virginia, Washington, and Wisconsin state that certain questions in the New Franchisee Disclosure Questionnaire are not applicable. Furthermore, residents of California, Maryland, or Washington, or businesses operated in those states, should not sign the questionnaire. These stipulations suggest that Learningrx tailors its agreement to comply with specific state regulations, which may affect the enforceability of certain provisions.

In addition, several states such as Rhode Island, South Dakota, Virginia, and Wisconsin include addenda that specify 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 Learningrx or its representatives. These provisions supersede any other conflicting terms in any document related to the franchise. This offers additional protection to franchisees in those states, ensuring they cannot inadvertently waive their rights or claims based on acknowledgements or questionnaires signed during the franchise commencement.

Prospective Learningrx franchisees should carefully review these state-specific addenda and consult with legal counsel to understand how these provisions affect their rights and obligations, especially concerning reliance on the Franchise Disclosure Document and potential claims against Learningrx.