Buying a US Franchise: Get Sales Promises in Writing

A persuasive sales conversation can make a franchise feel like the right choice. However, an assurance that influences your decision may not appear in the documents you eventually sign. Before joining the US franchising community, check how important representations are recorded, whether the contract contradicts them and what you are being asked to acknowledge. This is about making the proposed deal clear, not simply collecting reassuring emails.

1. Build a record of the promises that matter

Keep a dated record of significant statements made during discovery calls, presentations, meetings and visits. Save emails, presentation slides and messages, including the sender’s identity and role. Distinguish a definite commitment from an aspiration or an example of what happened elsewhere.

For each statement that affects your buying decision, record:

• What exactly was said and by whom.
• Whether it applies to your proposed franchise specifically.
• Any conditions, deadlines or exceptions mentioned.
• Where the statement appears in the proposed legal documents.
• What still needs clarification or confirmation.

For example, “we can be flexible about your opening date” leaves several questions unanswered. Who can approve a delay? Must approval be written? Does a delay trigger additional charges or put the agreement at risk?

Send a factual follow-up email summarising your understanding and request confirmation. This creates a clearer record, but do not assume a salesperson’s reply changes the franchise agreement or binds the franchisor. Authority to make commitments also needs checking.

2. Compare the sales account with the FDD and contract

The Federal Trade Commission’s Franchise Rule, at 16 CFR Part 436, requires covered franchisors to provide a Franchise Disclosure Document, or FDD. Generally, you must receive it at least 14 calendar days before signing a binding agreement with, or paying money to, the franchisor or its affiliate in connection with the proposed franchise sale.

The FDD contains 23 disclosure items. It helps you investigate the offer, but it is not a substitute for reviewing the agreement and its attachments. The FTC does not approve franchise investments or guarantee that the terms are favourable.

Create a comparison sheet with three columns: the sales statement, the relevant disclosure and the contractual wording. Mark each statement as consistent, incomplete, contradicted or absent.

An omission is a reason to ask questions, not proof that a promise will be honoured. Equally, an email saying a provision is “never enforced” does not remove that provision from the contract.

Ask the franchisor to explain discrepancies in writing. If the explanation materially affects your decision, have your franchise lawyer assess whether the agreement needs changing. Do not let a verbal explanation become the sole basis for accepting a written obligation you cannot meet.

3. Examine acknowledgements and entire-agreement clauses

Franchise signing packs may contain questionnaires or acknowledgements about the sales process. These can ask whether you received particular representations, relied on statements outside the documents or understood certain risks.

Read every question literally. If you received a statement that the form says you did not receive, do not sign an inaccurate answer merely because someone describes the form as routine. Record the discrepancy and ask your lawyer how it should be resolved.

Also identify any entire-agreement, integration or non-reliance provisions. These may state that the written documents comprise the whole agreement or seek to limit reliance on earlier statements. Their effect depends on the wording, applicable law and circumstances; they do not automatically erase every legal protection.

Importantly, the FTC Franchise Rule prohibits franchisors from disclaiming, or requiring prospective franchisees to waive reliance on, representations made in the FDD, including its exhibits and amendments. This is not a blanket guarantee that every oral sales statement is enforceable.

State franchise disclosure and relationship laws may provide additional protections. Ask your lawyer which laws apply to your transaction rather than assuming a contractual choice-of-law clause answers every question.

4. Resolve essential commitments before signing

Where a promise is fundamental to your purchase, request precise contractual wording or an appropriately executed addendum. It should identify the commitment, any conditions, who must perform it and the consequences if it is not fulfilled. Your lawyer should check how it interacts with the main agreement and whether the person signing has authority.

Keep the final agreed documents together with the relevant correspondence. Check that the signing version contains every negotiated change, rather than relying on an earlier draft.

If the franchisor will not document an essential assurance, assess the purchase without that assurance. You may still proceed, but only if the written deal works on its own.

Practical takeaway: Turn important sales statements into a written comparison checklist. Resolve contradictions, refuse inaccurate acknowledgements and obtain legal advice on essential commitments before you sign.