Often a franchisee who has failed to uphold their promises in a franchise agreement due to lack of integrity, poor work ethic or simply piss poor performance and lack of business acumen will fail. Upon failure they will find a franchise attorney to sue the franchisor so they can get all their money back and then some.

The franchise attorneys like these cases as the franchisee pays a huge retainer and then the franchise attorney makes up some plausible story that a gullible arbitrator, mediator or jury might believe and files it.

One trick used is to say that the franchise agreement is void because the franchisor and franchisee had a side agreement and in that side agreement there were other arrangements made. To prevent this trickery tactic of professional parasites, I came up with this clause and put it into our franchise agreements;

7.13 Entire Agreement

This Agreement, together with its Exhibits, expresses fully the understanding by and between the parties, and all prior understandings, agreements, commitments, conditions, warranties and representations of any kind, oral or written, as to the Franchised Business (except as to information and representations submitted by Franchisee to Franchisor in the application to purchase the Franchise) are cancelled and null, void and of no effect. Any previous matter, presently covered within this Agreement, is hereby superseded and cancelled with no further liabilities or obligations of the parties to this Agreement at the time of execution of this Agreement.

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We have never had a problem sense I inserted this clause and so I would recommend you get with your franchise over billing scoundrel [franchisor attorney-opinion] and see what might be the best plan of action for you in this matter. Consider this in 2006.