Franchising and the Parol Evidence Rule

摘要

The present approach to franchise contracts is flawed. Courts typically permit a combination of integration and no-reliance clauses to thwart a claim for misrepresentation. Anything outside of the writing, no matter how relevant to understanding the true nature of the franchise agreement, may be barred as long as the "allegedly fraudulent statement directly contradict[ed] a substantive contract term"-express provisions-in the franchise agreement. However, a more realistic approach would account for many franchisors' widespread use of presale institutional hype and the more clandestine, but still frequent, puffery-to-lies of individuals-the franchisor's overzealous salespeople. Some states have effectively followed this approach by finding that parol evidence-for example, allegedly fraudulent statements-is inadmissible only if "offered to show a promise directly at variance with the written agreement."