Does the Potbelly Sandwich Works Franchise Agreement have an integration/merger clause?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
| PROVISION | SECTION IN FRANCHISE OR OTHER AGREEMENT | SUMMARY of 5 miles of any Potbelly Shop (whether franchised or affiliate or company-owned), whether in operation or under construction on the effective date of termination or expiration; or (c) any entity which grants franchises, licenses or other interests to others to operate any | |
|---|---|---|---|
| s. | Modification of the agreement | 17.J. of Franchise Agreement; 10.14 of SDAA | Competitive Business No modifications generally except by written agreement signed by both parties, but we may change Operations Manual and System Standards |
| t. | Integration/merger clause | 17.N. of Franchise Agreement; 10.14 of SDAA | Only the Franchise Agreement's and SDAA's terms are binding (subject to state law). Any representations or promises outside of the disclosure document and Franchise Agreement may not be enforceable |
Source: Item 17 — RENEWAL, TERMINATION, TRANSFER, AND DISPUTE RESOLUTION (FDD pages 58–65)
What This Means (2025 FDD)
According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, the Franchise Agreement and the SDAA (presumably a supplemental development agreement) contain an integration/merger clause. This clause, found in Section 17.N of the Franchise Agreement and Section 10.14 of the SDAA, specifies that only the terms outlined within these agreements are legally binding, subject to state law.
In practical terms, this means that any promises, assurances, or representations made outside of the official Franchise Disclosure Document and the Franchise Agreement itself may not be legally enforceable. This is a standard provision in franchise agreements designed to protect both the franchisor and franchisee by ensuring that all binding terms are clearly documented in the written contract. It prevents either party from later claiming that unwritten agreements or verbal promises should be considered part of the contractual obligations.
For a prospective Potbelly Sandwich Works franchisee, this highlights the importance of carefully reviewing the Franchise Agreement and SDAA. It also emphasizes the need to ensure that any important terms or conditions discussed during the negotiation process are included in the final written agreement. Relying on verbal assurances or promises not explicitly stated in the agreement could be risky, as these may not be legally upheld if disputes arise. Franchisees should seek legal counsel to review the agreement and ensure they understand all the terms and conditions before signing.