Franchise agreements commonly include so-called “entire agreement” clauses. These are contractual provisions that seek to exclude any statements, representations, and agreements that were made outside of the written franchise agreement. The intent behind entire agreement clauses is to limit the parties’ rights and obligations to those contained in the written agreement and, in practice, to prohibit the parties from attempting to rely on a statement made outside of the written contract.
This article identifies the principles the courts rely upon when interpreting and applying entire agreement clauses in franchise disputes, identifies the key cases considering this issue, and offers practical advice for counsel engaged in disputes concerning entire agreement clauses.