What is the effect of the provision superseding other terms in documents executed in connection with the Ledgers franchise?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD 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 (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 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to Ledgers's 2025 Franchise Disclosure Document, a specific provision exists to protect franchisees from unintentionally waiving rights or disclaiming reliance on franchisor statements. This provision ensures that no statement, questionnaire, or acknowledgment signed by a franchisee at the start of their franchise can waive claims under state franchise law, including claims related to fraud in the inducement. It also prevents franchisees from disclaiming reliance on statements made by Ledgers or its representatives.
This clause is designed to take precedence over any conflicting terms in any document associated with the franchise agreement. This means that even if a franchisee signs a document containing language that could be interpreted as a waiver or disclaimer, this specific provision will override that language, safeguarding the franchisee's legal rights and recourse options.
For a prospective Ledgers franchisee, this is a beneficial protection. It prevents the franchisee from inadvertently relinquishing important legal rights during the initial stages of the franchise relationship due to complex or unclear contract language. This ensures that franchisees retain the ability to pursue legal claims if they believe they were misled or defrauded. However, it is important to note that this protection applies specifically to waivers of state franchise law claims and disclaimers of reliance on franchisor statements. Other contractual terms may still be enforceable.