The Hidden Trap in I Heart Mac & Cheese’s Item 9

Franchisees were sold one thing, signed another, and obligated to even more.

Franchise Disclosure Document (FDD) Item 9 is supposed to make things clear. It outlines the franchisee’s major obligations; training, insurance, operations, advertising, and references the exact section in the Franchise Agreement where each is detailed.

But what happens when the disclosure evolves year after year while the contract stays the same?

That’s exactly what played out at I Heart Mac & Cheese. From 2017 through 2023, their Item 9 disclosures ballooned in size and complexity, while the Franchise Agreement remained vague, flexible, and open to manipulation. It’s not just misleading, it’s strategic.

Let’s break it down.

🧾 What Item 9 Is Supposed to Do

Item 9 is a reference table. It’s meant to help prospective franchisees understand exactly what obligations they’re agreeing to and where to find them in the agreement. It's a roadmap, and it should be consistent with the actual contract.

But in the case of I Heart Mac & Cheese, that roadmap was full of detours, blank signs, and fine print that changed after you signed.

🔍 The Disconnect: What Was Disclosed vs. What Was Enforced

In 2017, the Item 9 disclosure was fairly straightforward. It referenced obligations like insurance, indemnification, territory, training, and advertising, with citations back to the Franchise Agreement. But even then, a close comparison revealed that the contract was light on specifics and heavy on open-ended language.

Fast forward to 2023, and Item 9 had grown into a lengthy list of complex obligations ranging from software systems and loyalty programs to mandated third-party services and detailed vendor controls. But the contract? Still vague. Still deferring authority to manuals and memos the franchisee didn’t have access to pre-signing.

This growing mismatch isn’t just sloppy, it’s dangerous.

📆 Year-by-Year Breakdown

2017: The Franchise Agreement I signed was short on detail and long on discretion. Item 9 referenced standard franchise obligations but failed to clearly define what those obligations entailed. Terms like “Operations Manual” were referenced but not provided, creating a situation where the franchisor could change the rules later…without renegotiation.

2019: Item 9 started listing new technology, software, and vendor compliance obligations. But the contract hadn’t changed. The enforcement of these obligations came through manuals and informal updates, not contractual terms. Franchisees were agreeing to more, without the ability to negotiate any of it.

2020: New mandates appeared in the disclosure; like loyalty programs and specific approved vendors. Yet the contract still didn’t reflect these changes. The franchisor leaned even more heavily on “system standards” and manual updates as a way to impose obligations that weren’t part of the signed agreement.

2021: Obligations continued to grow, including required consultants, customer service systems, and franchisor-directed tools. The Franchise Agreement began to reference the franchisor’s ability to modify standards, but in vague, one-sided terms that offered no real protection or clarity to the franchisee.

2022: Item 9 disclosures expanded again; this time adding delivery platforms, data tracking, and social media policies. The contract remained silent on specifics, and enforcement was still rooted in changeable manuals and franchisor memos.

2023: Item 9 was more robust than ever, referencing dozens of obligations across operations, marketing, compliance, and reporting. But the Franchise Agreement still left most of these undefined or buried in manual provisions, which could be changed at any time, for any reason.

🧩 What It All Means

Each year, Item 9 got longer. More obligations were listed. More rules were introduced. But the actual Franchise Agreement, the binding contract between franchisor and franchisee, barely changed.

That’s not a coincidence.

By keeping the contract vague and outsourcing obligations to “Manuals” and future memos, I Heart Mac & Cheese created a franchise system where:

• The obligations were fluid,

• The enforcement was unilateral,

• And the franchisee’s control was nonexistent.

This isn’t disclosure. It’s bait-and-switch franchising.

⚠️ Legal & Compliance Implications

When FDD disclosures and Franchise Agreements don't match, the consequences go beyond confusion; they can constitute fraud, unfair trade practices, and violations of the FTC Franchise Rule, as I’ve alleged in my Second Amended Complaint.

The Rule requires that franchisors provide “clear and accurate” disclosures. But how can a disclosure be accurate if:

• The contract doesn’t define the obligations,

• The standards change post-signing,

• And franchisees aren’t given the tools to evaluate those changes in advance?

This pattern doesn’t just fail the spirit of the Franchise Rule, it weaponizes it.

🧠 Real Due Diligence Tips

If you’re evaluating a franchise, don’t stop at Item 9. Use it as a starting point for deep questioning:

• Cross-reference every obligation listed in Item 9 with the Franchise Agreement. Are they clearly defined? Are there measurable standards?

• Ask to see the Operations Manual and all memos that define franchisee obligations. If they won’t give them to you before you sign, ask why.

• Watch for phrases like “as determined by franchisor” or “subject to change.” These give the franchisor unilateral power to change your obligations after the ink is dry.

And always, always ask:
“What happens if I don’t comply with a new standard that wasn’t part of the original agreement?”

🧭 Reality Check

This analysis proves that I Heart Mac & Cheese didn’t just change their Item 9 disclosure; they used it to shift risk, responsibility, and cost to franchisees year after year, without ever revisiting the contract.

In a fair system, the agreement evolves with the disclosure. In this system, the disclosure evolves to hide what the agreement doesn’t say.

This isn’t just a red flag, it’s a blueprint for how franchisees get trapped.

This information is based on publicly available documents, court filings, reports from franchisees, and the franchisor’s Franchise Disclosure Document (FDD). Interpretations, observations, and conclusions drawn herein represent the informed opinions of Franchise Reality Check™ and are intended to encourage deeper due diligence by prospective franchisees. This content should not be construed as legal, financial, or investment advice. Prospective investors should consult with a qualified franchise attorney and CPA before making any franchise purchase decisions.