What is the relationship between the Ledgers franchise agreement and related agreements?
Ledgers Franchise · 2025 FDDAnswer from 2025 FDD Document
This Agreement and all exhibits to this Agreement constitute the entire agreement between the parties and supersede any and all prior negotiations, understandings, representations, and agreements. Nothing in this or in any related agreement, however, is intended to disclaim the representations we made in the Franchise Disclosure Document that we furnished to you.
No modifications to this Agreement will have any effect unless such modification is in writing and signed by you and by our authorized officer. We may, however, modify the provisions of the Manual, without your consent.
Our officers, directors, members, shareholders, agents, and employees are express third party beneficiaries to this Agreement. You are not a third-party beneficiary to any agreement between us and any other franchisee.
All of the covenants that may require performance after the termination or expirations will survive any termination or expiration of this Agreement.
Source: Item 22 — CONTRACTS (FDD page 46)
What This Means (2025 FDD)
According to the 2025 Ledgers Franchise Disclosure Document, the franchise agreement, along with its exhibits, constitutes the entire agreement between Ledgers and the franchisee, superseding any prior negotiations or understandings. However, the franchise agreement does not disclaim representations made in the Franchise Disclosure Document itself. The agreement can only be modified in writing with signatures from both the franchisee and an authorized officer of Ledgers; Ledgers, however, retains the right to modify the provisions of its Manual without the franchisee's consent.
Several other agreements and addenda relate to the core franchise agreement. For example, there's a Telephone Number Assignment Agreement where the franchisee appoints Ledgers as their Attorney in Fact regarding telephone listings upon termination of the agreement. State addenda may also modify the Franchise Disclosure Document and franchise agreement to comply with specific state laws, potentially superseding certain portions of the agreement.
Notably, officers, directors, members, shareholders, agents, and employees of Ledgers are considered express third-party beneficiaries to the agreement, while franchisees are not third-party beneficiaries to agreements between Ledgers and other franchisees. The covenants within the agreement that require performance after termination or expiration will survive any termination or expiration of the agreement.
For prospective Ledgers franchisees, it's crucial to understand that the written franchise agreement and its exhibits are the ultimate authority. Any promises or understandings not included in these documents may not be enforceable. Franchisees should carefully review all addenda and related agreements to understand their rights and obligations fully, especially concerning termination, modifications, and state-specific regulations.