Sales Materials, UFOC, and the Integration Clause

One important feature of this case, something that Richard has pointed out before, is that there has to be coherence and consistency between the sales materials, the representations in the UFOC, and the franchise agreement.

In this case, Solomon pleaded specific misrepresentions contained in the UFOC and the Court of Appeal instructed the District Court that it could not treat these misrepresentations in the UFOC as mere puffery, sales talk which could not be relied upon.  The District Court may in the end find that this particular integration clause can be used to disclaim what was said in the UFOC - but I would find this result unlikely.

There are however franchise systems that attempt to disclaim reliance on the representations in the UFOC with their integration clauses.  In my opinion, there is no place for such a practice and I would automatically disqualify from consideration any franchise system that used such a device. 

Michael Webster PhD LLB
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