Does the Ledgers franchise agreement's provision regarding questionnaires and acknowledgements supersede other terms in documents executed in connection with the 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 the 2025 Ledgers Franchise Disclosure Document, any statement, questionnaire, or acknowledgment signed by a franchisee at the start of their franchise relationship cannot waive claims under state franchise law, including claims of fraud. It also cannot disclaim reliance on statements made by Ledgers or its representatives. This specific provision takes precedence over any conflicting terms in any document related to the franchise agreement. This means that even if other documents contain clauses that seem to contradict this protection, the franchisee's right to pursue claims of fraud or reliance on franchisor statements remains intact.
This protection is particularly relevant in states with franchise laws, such as California, Illinois, New York, and Washington, where specific addenda to the franchise agreement may further modify or supersede certain provisions to comply with local regulations. For example, in California and North Dakota, if any terms in the disclosure document are inconsistent with state law, the state law controls. Similarly, in Illinois, any provision designating jurisdiction and venue outside of Illinois is void, although arbitration may still take place outside the state. Washington State also stipulates that certain provisions, such as those related to non-solicitation agreements or prohibitions on communicating with regulators, are void and unenforceable if they conflict with state law.
For a prospective Ledgers franchisee, this clause offers a degree of security, ensuring that initial acknowledgments or questionnaires do not inadvertently strip away their legal rights. It is a fairly standard protection in franchising, designed to prevent franchisors from using complex legal language to shield themselves from liability for misrepresentations or unlawful practices. However, franchisees should still carefully review all documents and seek legal counsel to fully understand their rights and obligations under the franchise agreement and applicable state laws. The interplay between the franchise agreement and state addenda can be complex, so professional guidance is essential.