Can a Ledgers franchisee disclaim reliance on statements made by the franchisor or its representatives?

According to the 2025 Ledgers Franchise Disclosure Document, a franchisee cannot disclaim reliance on statements made by Ledgers or its representatives. Specifically, Item 22 states that no statement, questionnaire, or acknowledgment signed by a franchisee in connection with starting the franchise can waive claims under state franchise law, including fraud, or disclaim reliance on statements made by Ledgers or anyone acting on its behalf. This provision overrides any other conflicting terms in any document related to the franchise agreement. This protection is also reinforced in addenda for franchisees in New York and Washington.

This means that even if a Ledgers franchisee signs a document that seems to waive their right to hold Ledgers accountable for statements made during the franchise sales process, that waiver is not enforceable. This is a significant protection for franchisees, as it ensures they can pursue legal action if they believe they were misled by Ledgers during the process of buying the franchise. It prevents Ledgers from using fine print or standardized forms to shield themselves from liability for misrepresentations.

However, it's important to note that this non-disclaimer may be limited to claims arising under state franchise law, including fraud in the inducement. Other types of claims might be subject to different rules regarding disclaimers or waivers. Additionally, the specific protections afforded to franchisees can vary by state, as indicated by the state-specific addenda to the Franchise Agreement. For example, the addendum for California states that California Business and Professions Code Sections 20000 through 20043 provide rights to franchisees concerning termination, transfer, or non-renewal of a franchise, and if the Franchise Agreement contains provisions inconsistent with the law, the law will control.

Prospective Ledgers franchisees should carefully review Item 22 of the FDD and any applicable state addenda to fully understand their rights and protections. They should also consult with an attorney to discuss the implications of these provisions and how they apply to their specific circumstances. Understanding these protections can help franchisees make informed decisions and protect their investment in the Ledgers franchise.