Can the Potbelly Sandwich Works SDAA be modified orally?
Potbelly_Sandwich_Works Franchise · 2025 FDDAnswer from 2025 FDD Document
The language of this SDAA shall be construed according to its fair meaning and not strictly for or against any party.
The introduction, personal guarantees, exhibits and riders (if any) to this SDAA are a part of this SDAA, which constitutes the entire agreement of the parties.
Except as otherwise expressly provided herein, there are no other oral or written agreements, understandings, representations or statements between us and you relating to the subject matter of this SDAA that either party may or does rely on or that will have any force or effect, except that nothing in this SDAA shall disclaim or require you to waive reliance on any representation we made in our most recent Franchise Disclosure Document (including that document's exhibits and amendments) delivered to you or your representative.
Nothing in this SDAA is intended or shall be deemed to confer any rights or remedies on any person or legal entity not a party hereto.
This SDAA shall not be modified except by written agreement signed by both parties.
Source: Item 23 — RECEIPTS (FDD pages 79–355)
What This Means (2025 FDD)
According to Potbelly Sandwich Works's 2025 Franchise Disclosure Document, the Development Area Agreement (SDAA) cannot be modified except through a written agreement signed by both parties. This means that any verbal agreements or understandings made outside of the written contract will not be considered binding.
This provision protects both the franchisee and Potbelly Sandwich Works by ensuring that all modifications to the SDAA are documented and agreed upon in writing. It prevents potential disputes that could arise from misunderstandings or disagreements about oral agreements. Franchisees should be aware that any promises or assurances made by Potbelly Sandwich Works representatives that are not included in the written agreement are not enforceable.
This requirement for written modifications is a common practice in franchising. It provides clarity and certainty regarding the terms of the agreement. Prospective Potbelly Sandwich Works franchisees should ensure that any desired changes or additions to the SDAA are discussed and documented in a written amendment signed by both the franchisee and Potbelly Sandwich Works before the agreement is finalized.
In summary, the SDAA explicitly states that oral modifications are not permitted, emphasizing the importance of written agreements for any changes to the contract. This protects both parties and ensures that all terms are clearly defined and agreed upon in writing.