Does the Marble Slab Creamery agreement supersede any inconsistent provisions of the Lease?
Marble_Slab_Creamery Franchise · 2025 FDDAnswer from 2025 FDD Document
If to Customer:
Marble Slab Franchising, LLC Attn: Legal Department 9720 Wilshire Blvd., Suite 500 Beverly Hills, CA 90212
- ENTIRE AGREEMENT AND MODIFICATION. This Agreement and all documents and agreements referred to in this Agreement supersede all prior understandings, agreements and discussions between the parties concerning this subject matter, with such prior understandings, agreements and discussions between the parties being merged into this Agreement, and constitute the entire agreement between the parties with regard to this subject matter. The parties have not relied upon any promises, representations, warranties, agreements, covenants or undertakings, other than those expressly set forth or referred to herein. No amendment, change, waiver or discharge hereof shall be valid unless in writing and signed by the party against whom enforcement is sought.
Source: Item 23 — RECEIPT (FDD pages 101–346)
What This Means (2025 FDD)
According to the 2025 Marble Slab Creamery FDD, the franchise agreement and associated documents represent the complete understanding between the parties, superseding any prior agreements or discussions. Specifically, Item 18 of the agreement states that the current agreement and all documents referred to within it take precedence over any previous understandings. This means that any prior agreements, discussions, or promises made before signing the franchise agreement are merged into the current agreement, and only what is written in the current agreement is legally binding.
This clause protects both Marble Slab Creamery and the franchisee by ensuring that all obligations and rights are clearly defined in one document. It prevents either party from later claiming that there were additional agreements or understandings that were not included in the written contract. This is a standard provision in franchise agreements to provide clarity and legal certainty.
For a prospective Marble Slab Creamery franchisee, this means it is crucial to carefully review and understand the entire franchise agreement and all referenced documents before signing. Any promises or representations made by the franchisor during the sales process that are not included in the written agreement should be viewed with caution. If there are specific terms or conditions that a franchisee wants to ensure are part of the agreement, they must be included in writing and signed by both parties. This clause emphasizes the importance of due diligence and seeking legal advice before entering into a franchise agreement.